Date Closed

May 12, 2011

Lead Office

Vancouver

Value

4.90 Billion CAD

On May 12, 2011, Cliffs Natural Resources Inc. closed on its acquisition of Consolidated Thompson Iron Mines. Cliffs financed the approximately C$4.9 billion (including net debt) transaction through committed financing, including a C$1.25 billion term loan, C$750 million in bridge financing and available cash on hand. As previously indicated, Cliffs plans to replace the C$750 million in bridge financing by accessing the capital markets.

Cliffs indirectly acquired all of the outstanding shares of Consolidated Thompson for C$17.25 per share pursuant to a court-approved plan of arrangement under the Canadian Business Corporations Act. Consolidated Thompson is now an indirect wholly-owned subsidiary of Cliffs Natural Resources, and will be rebranded under the Cliffs name. The Consolidated Thompson common shares are expected to be delisted from the Toronto Stock Exchange following the close of business on May 13, 2011.

As part of the acquisition, Cliffs entered into a support agreement with Consolidated Thompson's largest shareholder, Wuhan Iron and Steel (Group) Corporation who held approximately 19% of all the then issued and outstanding shares of Consolidated Thompson.  WISCO's subsidiary  is a joint venture partner with Consolidated Thompson for the Bloom Lake Project and is the largest offtaker for the products from the Bloom Lake mine.  The significance of this transaction is that it is the first major transaction where a major State-owned company from China has entered into a support agreement with a non-Chinese acquirer for divesting its investments in a Canadian public mining company.

McCarthy Tétrault LLP represented WISCO, as vendor, with a team led by Joyce Lee.