ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c.

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1 Court File No.: CV CL ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF ESSAR STEEL ALGOMA INC., ESSAR TECH ALGOMA INC., ALGOMA HOLDINGS B.V., ESSAR STEEL ALOGMA (ALBERTA) ULC, CANNELTON IRON ORE COMPANY AND ESSAR STEEL ALGOMA INC. USA EIGHTEENTH REPORT OF THE MONITOR September 22, 2016 September 22, 2016 GOWLING WLG (CANADA) LLP 1 First Canadian Place, Suite King Street West Toronto, Ontario M5X 1G5 Derrick Tay (LSUC No A) derrick.tay@gowlingwlg.com Clifton Prophet (LSUC No K) clifton.prophet@gowlingwlg.com Nicholas Kluge (LSUC No T) nicholas.kluge@gowlingwlg.com Tel: (416) Fax: (416) Lawyers for the Monitor, Ernst & Young Inc.

2 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF ESSAR STEEL ALGOMA INC., ESSAR TECH ALGOMA INC., ALGOMA HOLDINGS B.V., ESSAR STEEL ALGOMA (ALBERTA) ULC, CANNELTON IRON ORE COMPANY AND ESSAR STEEL ALGOMA INC. USA EIGHTEENTH REPORT OF THE MONITOR September 22, 2016 INTRODUCTION 1. On November 9, 2015, Essar Steel Algoma Inc. ( Algoma ), Essar Tech Algoma Inc., Essar Steel Algoma (Alberta) ULC, Cannelton Iron Ore Company and Essar Steel Algoma Inc. USA (with Algoma Holdings B.V., collectively, the Applicants ) applied for and were granted protection from their creditors by the Ontario Superior Court of Justice (Commercial List) (the Court ) under the Companies Creditors Arrangement Act (the CCAA ). Pursuant to an Order of this Court granted on November 9, 2015 (the Filing Date ) (the Initial Order ), Ernst & Young Inc. ( EY or the Monitor ) was appointed Monitor of the Applicants in these CCAA proceedings (the CCAA Proceedings ). 2. The Initial Order was amended and restated on November 20, 2015 (the Restated Initial Order ) to provide for a stay of proceedings in respect of the Applicants through

3 January 15, 2015 (the Stay Period ). The Stay Period was subsequently extended to September 30, 2016 pursuant to an Order of this Court dated September 15, On November 9, 2015, the Applicants also commenced ancillary insolvency proceedings under chapter 15 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the Chapter 15 Cases ). In the Chapter 15 Cases, Algoma (in its capacity as foreign representative for the Applicants) sought and obtained (among other things) Orders recognizing and enforcing in the United States the Orders granted in the CCAA proceedings. 4. Since the Filing Date, the Court has issued a number of further orders, including: (a) an Order dated January 29, 2016 appointing CDG Group, LLC as Chief Restructuring Advisor (the CRA ) to the Applicants; and, (b) an Order dated February 10, 2016 (the SISP Order ) authorizing the Applicants, with the assistance of the Monitor, CRA and Evercore Group LLC in its capacity as financial advisor to the Applicants (the Financial Advisor ), to conduct a sale and investment solicitation process (the SISP ). PURPOSE 5. The purpose of this Eighteenth Report is to provide information to the Court as to: (a) an update with respect to certain iron-making production issues described in the Seventeenth Report of the Monitor; and - 2 -

4 (b) the Applicants motion for an Order, inter alia, approving an amendment and restatement to the DIP Facilities (as defined below), and extending the Stay Period to January 31, TERMS OF REFERENCE 6. In preparing this Eighteenth Report and making the comments herein, the Monitor has been provided with, and has relied upon, unaudited financial information and books and records prepared by the Applicants and discussions with management ( Management ) of the Applicants (the Information ). 7. The Monitor has reviewed the Information for reasonableness, internal consistency and use in the context in which it was provided. However, the Monitor has not audited or otherwise attempted to verify the accuracy or completeness of the Information in a manner that would wholly or partially comply with Generally Accepted Assurance Standards ( GAAS ) pursuant to the Chartered Professional Accountants Canada Handbook and, accordingly, the Monitor expresses no opinion or other form of assurance contemplated under GAAS in respect of the Information. 8. Some of the Information referred to in this Seventeenth Report consists of forecasts and projections. The Monitor has not performed an examination or review of those financial forecasts and projections as outlined in the Chartered Professional Accountants Canada Handbook. 9. Future oriented financial Information to which reference is made in this Eighteenth Report was prepared based on Management s estimates and assumptions. Readers are cautioned that since projections are based upon assumptions about future events and - 3 -

5 conditions that are not ascertainable, the actual results will vary from the projections, even if the assumptions materialize, and the variations could be significant. 10. Unless otherwise indicated, the Monitor s understanding of factual matters expressed in this Eighteenth Report concerning the Applicants and their business is based on the Information and not independent factual determinations made by the Monitor. 11. Capitalized terms not defined in this Eighteenth Report are as defined in the previous reports of the Monitor and orders of the Court in the CCAA Proceedings. 12. Unless otherwise indicated, all references to monetary amounts in this Eighteenth Report are denominated in Canadian dollars. Where transactions involving the Applicants have been denominated in U.S. dollars but are reported on in Canadian dollars, U.S dollar amounts have been converted to Canadian dollars at the exchange rate of CAD$1.30 = USD$ Copies of the Monitor s Reports, including a copy of this Eighteenth Report, and all motion records and Orders in the CCAA Proceedings are or will be available on the Monitor s website at (the Monitor s Website ). The Monitor has also established a toll free phone number that is referenced on the Monitor s Website so that parties may contact the Monitor if they have questions with respect to the CCAA Proceedings. UPDATE AS TO IRON-MAKING ISSUES 14. As described in the Seventeenth Report of the Monitor dated September 14, 2016 (the Seventeenth Report), Algoma, with the assistance of its consultants, has taken steps to address certain iron-making production issues

6 15. Management has advised that Algoma has identified the primary cause of these issues in August and September to be related to improper distribution of raw materials in the blast furnace. This resulted in the formation of scabs in the blast furnace, causing production disruptions. At the time of this Eighteenth Report, the Monitor understands that the blast furnace has responded favorably after Management took measures to address these issues. AMENDMENT AND RESTATEMENT TO DIP FACILITIES 16. As set out in the Affidavit of John Strek, sworn September 19, 2016 (the September Strek Affidavit ), the Monitor understands that, with assistance of the Financial Advisor and the CRA and under the supervision of the Monitor, the Applicants have negotiated and entered into a term sheet (the Amended DIP Term Sheet ) with the DIP lenders to amend the DIP Facilities (the Amended DIP Facilities ). The material terms of the Amended DIP Term Sheet are set out in the September Strek Affidavit. 17. As noted in previous reports to the Court, the Applicants DIP financing under the DIP Agreement was to mature on August 31, 2016, subject to extension to September 30, As described in the Fifteenth Report, the Applicants sought extension of the maturity date under the DIP Agreement to September 30, This request was granted by the DIP Term Lenders. 18. As set out in the Fifteenth Report, the Applicants canvassed the market to obtain replacement/extended DIP financing. By August 12, 2016, the deadline for submission of replacement/extended DIP financing proposals, the Applicants had received two proposals. Ultimately, only the parties making the proposal represented by the Amended DIP Term Sheet elected to proceed

7 19. The amended DIP will take the form of a further amendment and restatement of the DIP Loan Agreement under which the Applicants have already been operating in these proceedings (the DIP Amendment ). Although the formal documentation contemplated under the Amended DIP Term Sheet is still being prepared, the Amended DIP Facilities will feature the following key provisions: (a) the Amended DIP Facilities will mature on January 31, 2017 (the Extended Maturity Date ; (b) amounts owing under the existing DIP Facilities shall remain outstanding under the Amended DIP Facilities; (c) the Applicants shall have a net increase of US$35,000,000 in availability under the DIP Term Loan Facility; (d) subject to reduction if more monies are made available under the DIP Term Loan Facility, the Applicants will have access to a US$10,000,000 revolving facility. Accordingly, the total size of the Amended DIP Facilities will be increased to US$220 million from US$200 million under the existing DIP Facilities; (e) the DIP Lenders shall receive an exit fee of approximately $2 million upon the earliest of September 30, 2016, two business days after closing of the DIP Amendment, or the date the DIP facility is refinanced (the "Refinancing Date") (as per the terms of the original DIP Agreement) and an incremental exit fee in the amount of $2.75 million upon the earlier of the Extended Maturity Date and the Refinancing Date. An arrangement fee of $450,000 is payable to Deutsche - 6 -

8 Bank Securities Inc. two business days after the closing of the DIP Amendment.; and (f) the Amended DIP Facilities shall bear interest at the same interest rate as provided for under the DIP Agreement. 20. It is the Monitor s view that this Court should approve the DIP Amendment and provide the Applicants with authority to enter into it because: (a) based on the September Reforecast (being the updated cash flow projections prepared by the Applicants and filed with the Court as Appendix B to the Seventeenth Report), the DIP Amendment should provide the Applicants with sufficient liquidity to permit them to carry on their operations over the proposed extension of the Stay Period through January 31, 2017 and will provide funding for the required fall inventory build-up; (b) the Applicants business and financial affairs have been and continue to be managed in a commercially reasonable fashion; (c) the DIP Amendment will permit the Applicants to continue to work towards the implementation of a transaction and/or restructuring that will allow their enterprise to continue as a going concern; (d) creditors and stakeholders of the Applicants should not be materially prejudiced by continuing and extending the DIP Charge to secure the Amended DIP Facilities, since this charge and the borrowings it secures should permit the Applicants to maintain their operations for the benefit of all stakeholders; and, - 7 -

9 (e) the DIP Term Sheet represents the only DIP proposal that was advanced from the Applicants DIP refinancing/replacement process. EXTENSION OF THE STAY PERIOD 21. The Applicants seek an extension of the Stay Period to January 31, The Monitor is of the view that extending the Stay Period is appropriate for the following reasons: (a) the Applicants require the extension in order to continue to conduct the SISP; (b) the Applicants continue to operate in good faith and with due diligence since the date of the Initial Order; and (c) the DIP Amendment should provide the Applicants with sufficient liquidity to fund their operations over the proposed extended Stay Period through January 31, For the foregoing reasons, the Monitor supports an extension of the Stay Period to January 31, All of which is respectfully submitted this 22nd day of September, ERNST & YOUNG INC. Solely in its capacity as Court-appointed Monitor of the Applicants, and not in its personal capacity Per: Brian M. Denega Senior Vice President - 8 -

10 Court File No. CV CL IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT WITH RESPECT TO ESSAR STEEL ALGOMA INC., ESSAR TECH ALGOMA INC., ALGOMA HOLDINGS B.V., ESSAR STEEL ALOGMA (ALBERTA) ULC, CANNELTON IRON ORE COMPANY AND ESSAR STEEL ALGOMA INC. USA Applicants ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Proceeding commenced at Toronto EIGHTEENTH REPORT OF THE MONITOR September 22, 2016 GOWLING WLG (CANADA) LLP 1 First Canadian Place, Suite King Street West Toronto, Ontario M5X 1G5 Derrick Tay (LSUC No.: 21152A) derrick.tay@gowlingwlg.com Clifton Prophet (LSUC No K) clifton.prophet@gowlingwlg.com Tel: (416) Fax: (416) Lawyers for the Monitor, Ernst & Young Inc. TOR_LAW\ \1

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c.

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV-15-000011169-00CL IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A