Casablanca Capital Backs Lourenco Goncalves To Become CEO of Cliffs Natural Resources And Notifies Company Of Intention To

  Casablanca Capital Backs Lourenco Goncalves To Become CEO of Cliffs Natural
  Resources And Notifies Company Of Intention To Nominate Majority Slate Of
  Directors For Election To Board

Says It Believes Yesterday’s Bloom Lake Announcement Does Not Go Far Enough to
 Address Fundamental Strategic and Structural Changes Needed to Create Value
                               for Shareholders

Business Wire

NEW YORK -- February 12, 2014

Casablanca Capital LP (“Casablanca”), one of the largest shareholders of
Cliffs Natural Resources Inc. (“Cliffs” or “the Company”) (NYSE: CLF), with
beneficial ownership of approximately 5.2%, today announced that it is backing
Lourenco Goncalves, former CEO of Metals USA, to fill the currently open
position of Chief Executive Officer of Cliffs. Casablanca has also delivered a
letter to the Company declaring its intention to nominate a majority of
directors for election to Cliffs’ Board of Directors at the Company’s 2014
annual meeting of shareholders.

Goncalves, a 30-year veteran of the metals and mining industry, is standing as
CEO candidate, has agreed to be a Casablanca director nominee, and recently
made a personal investment of approximately $1 million in Cliffs shares.
Goncalves was most recently Chairman, President and CEO of Metals USA. Over
the first two years of his 10-year tenure as CEO, the company’s share price
grew from $3.08 to $22.00 when taken private. Under Goncalves’ leadership,
Metals USA then returned 5.5x to its principal shareholders when it was sold
to Reliance Steel and Aluminum for $1.2 billion in 2013.

“The steps Cliffs announced yesterday are, in our view, a knee-jerk response
to our call for change. We believe they are inadequate to address Cliffs’
issues, including the need for dramatic cost savings, and do not demonstrate
the strong leadership needed to create substantial value for shareholders,”
said Donald Drapkin, Chairman of Casablanca. “In spite of its public
statements, Cliffs hasn’t engaged us in any meaningful dialogue on the issues
we’ve raised or provided a timetable for doing so.”

Drapkin continued, “The sad truth is that shares of Cliffs have lost more than
80% of their value since mid-2011. The Company’s actions to date have
confirmed our lack of faith in the ability of the current Board and management
team to reverse the deterioration in Cliffs’ financial performance. We are
therefore calling for the business to be refocused under a dynamic and
experienced CEO, Lourenco Goncalves, supported by a significantly
reconstituted Board of Directors. We are confident Mr. Goncalves will bring
the strategic and operational skills needed to effect urgent change and
restore the fundamental value we see in Cliffs. We will shortly announce a
slate of highly qualified Board nominees to oversee this effort.”

Goncalves said, “Cliffs is undervalued by the market, not because of any
inherent shortcoming in the assets, but rather because of how the assets have
been structured and managed. The personal investment I have made in Cliffs
underscores my belief in the opportunity as well as my support for the
cost-cutting and other recommendations Casablanca has made. I look forward to
working with Casablanca and our fellow investors to catalyze positive change
and generate significant shareholder value.”

Schulte Roth & Zabel LLP is acting as legal advisor to Casablanca.

About Lourenco Goncalves

Lourenco Goncalves has over 30 years of experience in the metals and mining
sector, having served most recently as Chairman, President and CEO of Metals
USA prior to its sale to Reliance Steel & Aluminum in 2013 for $1.2 billion.
Mr. Goncalves served as President and CEO for 10 years and Chairman of the
Board of Directors for seven years, overseeing the Company’s expansion from
operations in 18 to 49 locations, its growth in profitability from
approximately $17 million to $143 million annually, and its establishment as
one of the largest metals service center businesses in the United States.
Prior to his time at Metals USA, he served from 1998 to 2003 as President and
CEO of California Steel Industries (CSI), a leading Los Angeles-based producer
of flat rolled steel in the Western United States. From 1981 to 1998, he was
employed in progressively senior positions by Companhia Siderurgica Nacional
(CSN), a steel producer that is vertically integrated with iron ore operations
and one of the largest steel producers based in Brazil.

About Casablanca Capital LP

Casablanca Capital is an event driven and activist investment manager based in
New York, founded in 2010 by Donald G. Drapkin and Douglas Taylor. Casablanca
invests in high quality but underperforming public companies that have
multiple levers to unlock shareholder value. The firm seeks to engage with the
management, boards, and shareholders of those companies in a constructive
dialogue in order to enhance shareholder value through improved operational
efficiencies, strategic divestitures, capital structure optimization and
increased corporate focus. In 2011, Casablanca successfully initiated a
campaign at Mentor Graphics Corporation to improve profitability and enhance
value at the company, working with shareholders to elect three nominees to
Mentor’s Board.

Cautionary Statement Regarding Opinions and Forward-Looking Statements

Certain information contained herein constitutes “forward-looking statements”
with respect to Cliffs, which can be identified by the use of forward-looking
terminology such as “may,” “will,” “seek,” “should,” "could," “expect,”
“anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the
negatives thereof or other variations thereon or comparable terminology. Such
statements are not guarantees of future performance or activities. Due to
various risks, uncertainties and assumptions, actual events or results or
actual performance may differ materially from those reflected or contemplated
in such forward-looking statements. The opinions of Casablanca are for general
informational purposes only and do not have regard to the specific investment
objective, financial situation, suitability or particular need of any specific
person, and should not be taken as advice on the merits of any investment
decision. This material does not recommend the purchase or sale of any
security. Casablanca reserves the right to change any of its opinions
expressed herein at any time as it deems appropriate. Casablanca disclaims any
obligation to update the information contained herein. Casablanca and/or one
or more of the investment funds it manages may purchase additional Cliffs
shares or sell all or a portion of their shares or trade in securities
relating to such shares.

                                    # # #

CASABLANCA CAPITAL LP, DONALD G. DRAPKIN AND DOUGLAS TAYLOR (COLLECTIVELY,
“CASABLANCA") INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
“SEC”) A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE
USED IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF
CLIFFS NATURAL RESOURCES, INC. (THE "COMPANY") IN CONNECTION WITH THE
COMPANY'S 2014 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO THE SOLICITATION OF PROXIES BY CASABLANCA AND CELSO LOURENCO GONCALVES
(COLLECTIVELY, THE "PARTICIPANTS"), WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED
TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN
ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S
STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, OKAPI
PARTNERS LLC, CASABLANCA'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE
DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON
REQUEST BY CALLING (212) 297-0720 OR TOLL-FREE AT (855) 305-0857.

INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS WILL BE CONTAINED IN EXHIBIT 4 TO THE
SCHEDULE 14A TO BE FILED BY CASABLANCA WITH THE SEC ON FEBRUARY 12, 2014. THIS
DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.

Contact:

Media:
Sard Verbinnen & Co
George Sard/Matt Benson, 212-687-8080
or
Investors:
Okapi Partners
Bruce H. Goldfarb/Patrick McHugh/Lydia Mulyk, 212-297-0720
 
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