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Stelco Holdings Inc. is listed on the TSX under the symbol "STLC"

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Stelco Announces Closing of Secondary Offering

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

HAMILTON, ON, Sept. 18, 2018 /CNW/ - Stelco Holdings Inc. ("Stelco", the "Company" or "we"), (TSX: STLC) announced today that it has closed the previously announced marketed secondary offering (the "Offering") of 8,000,000 common shares of the Company ("Common Shares") by LG Bedrock Holdings LP ("Lindsay Goldberg") and Foundation Industries Group LLC ("DC LLC" and together with Lindsay Goldberg, the "Selling Shareholders") at a price of C$22.65 per Common Share for aggregate gross proceeds of C$181,200,000 to the Selling Shareholders (C$175,544,453.55 to Lindsay Goldberg for 7,750,307 Common Shares and C$5,655,546.45 to DC LLC for 249,693 Common Shares).

Stelco Holdings Inc. (CNW Group/Stelco)

The Offering was completed by way of a short form prospectus of the Company dated September 11, 2018 (the "Short Form Prospectus"). The Short Form Prospectus has been filed with Canadian securities regulators and is available under the Company's profile at www.sedar.com.

The Offering was led by Goldman Sachs Canada Inc. and BMO Capital Markets, as lead joint bookrunners, together with Credit Suisse Securities (Canada), Inc., J.P. Morgan Securities Canada Inc., and Morgan Stanley Canada Limited, as joint bookrunners, and National Bank Financial Inc. and Oppenheimer & Co. Inc., as co-managers.

Prior to the Offering, Bedrock Industries B.V. ("Bedrock") held 65,283,887 Common Shares, representing 73.5% of the issued and outstanding Common Shares. Prior to the Offering, neither of the Selling Shareholders had a direct interest in any Common Shares. On September 17, 2018, Bedrock and its affiliates completed a series of distributions in kind that resulted in the transfer of the Offered Shares to the Selling Shareholders, such that Lindsay Goldberg held 7,750,307 Common Shares, representing approximately 8.7% of the issued and outstanding Common Shares, and DC LLC held 249,693 Common Shares, representing approximately 0.3% of the issued and outstanding Common Shares (the "Pre-Closing Share Transfers"). Following the completion of the Pre-Closing Share Transfers, Bedrock holds 57,283,887 Common Shares, representing approximately 64.5% of the issued and outstanding Common Shares. Accordingly, the disposition of Common Shares by way of the Pre-Closing Share Transfers represents an approximate decrease of 9% in the ownership of Common Shares by Bedrock. The net proceeds of the Offering, after deducting the underwriting commission, were paid to the Selling Shareholders. The Company will not receive any proceeds from the Offering. Alan Kestenbaum, the Executive Chairman and CEO of the Company, was not a Selling Shareholder and has not received any proceeds from the Offering.

The Common Shares have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Stelco

Stelco is a low cost, integrated and independent steelmaker with one of the newest and most technologically advanced integrated steelmaking facilities in North America. Stelco produces flat-rolled value-added steels, including premium-quality coated, cold-rolled and hot-rolled steel products. With first-rate gauge, crown, and shape control, as well as reliable uniformity of mechanical properties, our steel products are supplied to customers in the construction, automotive and energy industries across Canada and the United States as well as to a variety of steel services centres, which are regional distributers of steel products.

About the Selling Shareholders

Lindsay Goldberg is organized under the laws of Delaware and the address of its registered office is 630 5th Avenue, Floor 30, New York, New York 10111. DC LLC is organized under the laws of New Jersey and the address of its registered office is 296 Milburn Avenue, #201, Milburn, New Jersey 07041.

About Bedrock

Bedrock is organized under the laws of the Netherlands and its registered office is Strawinskylaan 1033, Toren C-10, 1077 XX Amsterdam, the Netherlands. It 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. The Common Shares were transferred to the Selling Shareholders in order to give effect to the Offering. Subject to the 60-day lock-up that it has agreed to with the underwriters which permits Bedrock to make distributions, transfers or assignments to its limited partners, 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) or make distributions in kind, 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. 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

For further information: For investor enquiries: Don Newman, Chief Financial Officer, 905.577.4432, don.newman@stelco.com; For media enquiries: Trevor Harris, Vice-President, Corporate Affairs, 905.577.4447, trevor.harris@stelco.com.
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