Cleveland-Cliffs Inc. Announces Tender Offer for Its 5.75% Senior Guaranteed Notes Due 2025

CLEVELAND–(BUSINESS WIRE)–Cleveland-Cliffs Inc. (NYSE: CLF) announced today the
commencement of an offer to purchase for cash (the “Tender Offer”),
subject to certain terms and conditions, up to $600 million aggregate
principal amount (the “Maximum Amount”) of its outstanding 5.75% Senior
Guaranteed Notes due 2025 (the “Notes”).

The Tender Offer is being made pursuant to an Offer to Purchase (the
“Offer to Purchase”), which set forth a more detailed description of the
Tender Offer. Holders of the Notes are urged to carefully read the Offer
to Purchase before making any decision with respect to the Tender Offer.

As discussed in more detail in the Offer to Purchase, the Company
reserves the right, but is under no obligation, to increase or decrease
the Maximum Amount, at any time, subject to compliance with applicable
law.

The following table sets forth certain terms of the Tender Offer:

⁽¹⁾ Excludes accrued and unpaid interest up to, but not
including, the Early Settlement Date or the Final Settlement Date, as
applicable, which will be paid in addition to the Total Consideration or
Tender Offer Consideration, as applicable.
⁽²⁾ Includes
the Early Tender Premium.

Subject to the terms and conditions of the Tender Offer, each holder of
the Notes who validly tenders and does not subsequently validly withdraw
their Notes at or prior to 5:00 p.m., New York City time, on May 10,
2019 (such date and time, as it may be extended, the “Early Tender
Date”) will be eligible to receive the “Total Consideration” for the
Notes, which is $1,000 per $1,000 principal amount of Notes tendered.
The Total Consideration includes the early tender premium for the Notes
of $50 per $1,000 principal amount of Notes tendered (the “Early Tender
Premium”). Holders of the Notes who validly tender their Notes after the
Early Tender Date but at or prior to the expiration of the Tender Offer
will be eligible to receive $950 per $1,000 principal amount of Notes
tendered (the “Tender Offer Consideration”). Holders whose Notes are
accepted for purchase will also receive accrued and unpaid interest up
to, but not including, the Early Settlement Date (as defined below) or
the Final Settlement Date (as defined below), as applicable.

The Tender Offer is scheduled to expire at midnight, New York City time,
at the end of the day on May 24, 2019 (the “Expiration Date”), unless
extended or earlier terminated by the Company. Tendered Notes may not be
withdrawn after 5:00 p.m., New York City time, on May 10, 2019, unless
otherwise required by law. The Company will only accept for purchase
Notes up to the Maximum Amount. If purchasing all of the tendered Notes
would cause the Maximum Amount to be exceeded, the amount of Notes
purchased will be prorated based on the aggregate principal amount of
Notes tendered, such that the Maximum Amount will not be exceeded. As
discussed in more detail in the Offer to Purchase, the Company reserves
the right, but is under no obligation, to increase or decrease the
Maximum Amount, at any time, subject to compliance with applicable law.

The Total Offer Consideration plus accrued and unpaid interest for Notes
that are validly tendered and not validly withdrawn on or before the
Early Tender Date and accepted for purchase will be paid by the Company
promptly following the Early Tender Date (the “Early Settlement Date”).
The Company expects that the Early Settlement Date will be May 13, 2019,
the first business day after the Early Tender Date, assuming all
conditions to the Tender Offer have been satisfied or waived. The Tender
Offer Consideration plus accrued and unpaid interest for Notes that are
validly tendered after the Early Tender Date and on or before the
Expiration Date and accepted for purchase will be paid by the Company
promptly following the Expiration Date (the “Final Settlement Date”).
The Company expects that the Final Settlement Date will be May 29, 2019,
the second business day after the Expiration Date, assuming all
conditions to the Tender Offer have been satisfied or waived and
assuming the Maximum Amount is not purchased on the Early Settlement
Date. No tenders will be valid if submitted after the Expiration Date.
If the Company purchases the Maximum Amount of Notes on the Early
Settlement Date, Holders who validly tender Notes after the Early Tender
Date but on or before the Expiration Date will not have any of their
Notes accepted for purchase.

The obligation of the Company to accept for purchase and to pay either
the Total Consideration or Tender Offer Consideration and the accrued
and unpaid interest on the Notes pursuant to the Tender Offer is not
subject to any minimum tender condition, but is subject the satisfaction
or waiver of certain conditions described in the Offer to Purchase,
including the consummation of one or more debt financing transactions in
an aggregate amount that is sufficient to pay, along with cash on hand,
the aggregate Total Consideration, including payment of accrued and
unpaid interest with respect to all Notes and related costs and expenses
(regardless of the amount of Notes tendered pursuant to the Tender
Offer) on terms and conditions acceptable to the Company, in its sole
discretion (the “Financing Condition”). The Tender Offer may be amended,
extended, terminated or withdrawn.

The Company has retained Goldman Sachs & Co. LLC to serve as Dealer
Manager for the Tender Offer. Global Bondholder Services Corporation has
been retained to serve as the Information Agent and Depositary for the
Tender Offer. Questions regarding the Tender Offer may be directed to
Goldman Sachs & Co. LLC. at 200 West Street, New York, NY 10282,
telephone (800) 828-3182 (toll-free), (212) 902-6941 (collect) Attn:
Liability Management. Requests for the Offer to Purchase may be directed
to Global Bondholder Services Corporation at (866) 470-4300 (toll-free)
or (212) 430-3774 (collect for banks and brokers).

The Company is making the Tender Offer only by, and pursuant to, the
terms of the Offer to Purchase. None of the Company, the Dealer Manager,
the Information Agent or the Depositary makes any recommendation as to
whether holders of the Notes should tender or refrain from tendering
their Notes. Holders of the Notes must make their own decision as to
whether to tender Notes and, if so, the principal amount of the Notes to
tender. The Tender Offer is not being made to holders of the Notes in
any jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or blue
sky laws require the Tender Offer to be made by a licensed broker or
dealer, the Tender Offer will be deemed to be made on behalf of the
Company by the Dealer Manager or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.

This press release does not constitute an offer to purchase securities
or a solicitation of an offer to sell any securities or an offer to sell
or the solicitation of an offer to purchase any securities nor does it
constitute an offer or solicitation in any jurisdiction in which such
offer or solicitation is unlawful.

About Cleveland-Cliffs Inc.

Founded in 1847, Cleveland-Cliffs Inc. is the largest and oldest
independent iron ore mining company in the United States. We are a major
supplier of iron ore pellets to the North American steel industry from
our mines and pellet plants located in Michigan and Minnesota. By 2020,
Cliffs expects to be the sole producer of hot briquetted iron (HBI) in
the Great Lakes region with the development of its first production
plant in Toledo, Ohio. Driven by the core values of safety, social,
environmental and capital stewardship, our employees endeavor to provide
all stakeholders with operating and financial transparency.

Forward-Looking Statements

This release contains statements that constitute “forward-looking
statements” within the meaning of the federal securities laws. As a
general matter, forward-looking statements relate to anticipated trends
and expectations rather than historical matters. Forward-looking
statements are subject to uncertainties and factors relating to Cliffs’
operations and business environment that are difficult to predict and
may be beyond our control. Such uncertainties and factors may cause
actual results to differ materially from those expressed or implied by
the forward-looking statements. These statements speak only as of the
date of this release, and we undertake no ongoing obligation, other than
that imposed by law, to update these statements. Uncertainties and risk
factors that could affect Cliffs’ future performance and cause results
to differ from the forward-looking statements in this release include,
but are not limited to: uncertainty and weaknesses in global economic
conditions, including downward pressure on prices caused by oversupply
or imported products, reduced market demand and risks related to U.S.
government actions with respect to Section 232 of the Trade Expansion
Act (as amended by the Trade Act of 1974), the United
States-Mexico-Canada Agreement and/or other trade agreements, treaties
or policies; continued volatility of iron ore and steel prices and other
trends, which may impact the price-adjustment calculations under our
sales contracts; our ability to successfully diversify our product mix
and add new customers beyond our traditional blast furnace clientele;
our ability to cost-effectively achieve planned production rates or
levels, including at our HBI plant; our ability to successfully identify
and consummate any strategic investments or development projects,
including our HBI plant; the impact of our customers reducing their
steel production due to increased market share of steel produced using
other methods or lighter-weight steel alternatives; our actual economic
iron ore reserves or reductions in current mineral estimates, including
whether any mineralized material qualifies as a reserve; the outcome of
any contractual disputes with our customers, joint venture partners or
significant energy, material or service providers or any other
litigation or arbitration; problems or uncertainties with sales volume
or mix, productivity, tons mined, transportation, mine-closure
obligations, environmental liabilities, employee-benefit costs and other
risks of the mining industry; impacts of existing and increasing
governmental regulation and related costs and liabilities, including
failure to receive or maintain required operating and environmental
permits, approvals, modifications or other authorization of, or from,
any governmental or regulatory entity and costs related to implementing
improvements to ensure compliance with regulatory changes; our ability
to maintain adequate liquidity, our level of indebtedness and the
availability of capital could limit cash flow available to fund working
capital, planned capital expenditures, acquisitions and other general
corporate purposes or ongoing needs of our business; our ability to
continue to pay cash dividends, and the amount and timing of any cash
dividends; our ability to maintain appropriate relations with unions and
employees; the ability of our customers, joint venture partners and
third-party service providers to meet their obligations to us on a
timely basis or at all; events or circumstances that could impair or
adversely impact the viability of a mine and the carrying value of
associated assets, as well as any resulting impairment charges;
uncertainties associated with natural disasters, weather conditions,
unanticipated geological conditions, supply or price of energy,
equipment failures and other unexpected events; adverse changes in
interest rates and tax laws; the potential existence of significant
deficiencies or material weakness in our internal control over financial
reporting; and our ability to satisfy the Financing Condition and
successfully complete the Tender Offer. For additional factors affecting
the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our
Annual Report on Form 10-K for the year ended December 31, 2018, and
other filings filed with the SEC, including our Current Reports on Form
8-K. You are urged to carefully consider these risk factors.

Contacts

MEDIA CONTACT:
Patricia Persico
Director, Corporate
Communications
(216) 694-5316

INVESTOR CONTACT:
Paul Finan
Director, Investor
Relations
(216) 694-6544