NEWS RELEASE: Cliffs Natural Resources Inc. Issues Open Letter to Shareholders

July 07, 2014

  • Casablanca’s Nominees, Including Proposed Executive Chairman Lourenco Goncalves, Lack Crucial Industry Experience Needed to Navigate Today’s Volatile Pricing Environment
  • Cliffs’ Nominees Have the Right Experience to Drive Long-term, Sustainable Growth and Shareholder Value
  • Recommends Shareholders Vote WHITE Proxy Card Today

CLEVELAND – July 7, 2014 – Cliffs Natural Resources Inc. (NYSE: CLF) today issued the following letter to shareholders in connection with its upcoming 2014 Annual Meeting of Shareholders scheduled to be held on July 29, 2014:
Dear Fellow Cliffs Shareholder,

Cliffs’ Annual Meeting of Shareholders is fast approaching and your vote is extremely important. Your Board of Directors is focused on driving value for all shareholders and continuing to position Cliffs for long-term, sustainable growth.

Your Board urges you to vote the enclosed WHITE proxy card “FOR” Cliffs’ nine highly qualified and experienced nominees: Gary B. Halverson, Barry J. Eldridge, Mark E. Gaumond, Susan M. Green, Janice K. Henry, Stephen M. Johnson, James F. Kirsch, Richard K. Riederer and Timothy W. Sullivan.

By using the WHITE proxy card and voting as recommended by your Board, you will help prevent Casablanca from electing a majority slate and breaking up your Company.

When casting your vote, we ask that you strongly consider the following points:

·Cliffs’ reconstituted Board and new management team are highly qualified and have the experience and fresh perspective necessary to lead the Company through a volatile iron ore and met coal price environment:

·Cliffs took decisive action to fundamentally shift the strategic, operational and financial direction of the Company in response to a volatile pricing environment in July 2013 – long before Casablanca owned a single share of Cliffs’ common stock;

·Cliffs is prudently maintaining balance sheet strength and optimizing its portfolio to preserve value for shareholders as markets recover;

·We believe that Casablanca’s nominees lack the collective experience necessary to lead the strategy of a mining company in today’s challenging operating environment; and

·We believe that Casablanca has a short-term plan to sell off Cliffs assets in an industry-wide cyclical downturn, which would be value destructive for all other Cliffs shareholders.

Further, the Cliffs Board has determined that, following the completion of the Annual Meeting, the new Board will elect a different Chairman of the Board. By voting for ALL of Cliffs nominees, more than half of Cliffs eleven-person Board will have been elected in 2013 or later and will include a new Chairman as well as two directors nominated by our shareholders.


Cliffs has continued to offer Casablanca reasonable settlement proposals, each of which demonstrates Cliffs’ willingness to reach a compromise that provides additional shareholder representation on the Board and resolves a costly and distracting proxy contest. However, Casablanca has refused to accept any of Cliffs’ settlement offers to date. Under Cliffs’ latest settlement offer made on July 2, 2014, Casablanca would receive three seats on a reconstituted Cliffs Board consisting of nine directors in the aggregate (reduced from the current 11). This would provide Casablanca with one-third of the Board and a voice in selecting a different Chairman of the Board, despite its ownership of only one-twentieth of the Company’s shares outstanding.

Despite Cliffs’ good faith attempts to reach a compromise, Casablanca continues to seek a majority of your Board through its slate of nominees – the torchbearers of what we strongly believe to be an ill-conceived and value-destructive plan. We believe that the reason for Casablanca’s stubbornness on this point is clear: Casablanca is fixated on the executive chairman role for Mr. Goncalves so that he can enact their self-interested, value-destructive plan to liquidate assets during an industry-wide cyclical downturn.


Casablanca’s director nominees lack the collective experience we believe is necessary to lead the strategy of a mining company.

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