Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260534
PROSPECTUS SUPPLEMENT NO. 13
(to prospectus dated June 30, 2022)
ALGOMA STEEL GROUP INC.
129,836,439 Common Shares
604,000 Warrants to Purchase Common Shares
24,179,000 Common Shares Underlying Warrants
This prospectus supplement amends and supplements the prospectus dated June 30, 2022, as supplemented or amended from time to time (the Prospectus), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-260534). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Report on Form 6-K, furnished to the Securities and Exchange Commission on September 20, 2022 (the Form 6-K). Accordingly, we have attached the Form 6-K to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Common Shares and Warrants are listed on The Nasdaq Stock Market (Nasdaq) under the symbols ASTL and ASTLW, respectively, and on the Toronto Stock Exchange (the TSX) under the symbols ASTL and ASTL.WT, respectively. On September 19, 2022, the last reported sales prices of the Common Shares on Nasdaq and the TSX were $8.25 and C$10.97, respectively, and the last reported sales prices of the Warrants were $1.69 and C$2.23, respectively.
We are a foreign private issuer as defined in the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions under Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Additionally, Nasdaq rules allow foreign private issuers to follow home country practices in lieu of certain of Nasdaqs corporate governance rules. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading Risk Factors beginning on page 6 of the Prospectus, and under similar headings in any amendment or supplements to the Prospectus.
None of the Securities and Exchange Commission, any state securities commission or the securities commission of any Canadian province or territory has approved or disapproved of the securities offered by this prospectus supplement or the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 20, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2022
Commission File Number 001-40924
ALGOMA STEEL GROUP INC.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrants name)
105 West Street
Sault Ste. Marie, Ontario
P6A 7B4, Canada
(705) 945-2351
(Address and telephone number of registrants principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 of this Form 6-K are incorporated by reference into the Registration Statement on Form S-8 (Commission File No. 333-264063) of the Registrant, Algoma Steel Group Inc.
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DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibit | ||
99.1 | Press Release dated September 20, 2022 | |
99.2 | Report of Voting Results |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Algoma Steel Group Inc. | ||||||
Date: September 20, 2022 | By: | /s/ John Naccarato | ||||
Name: John Naccarato | ||||||
Title: Vice President Strategy and General Counsel |
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Exhibit 99.1
MEDIA RELEASE
September 20, 2022
Algoma Steel Announces Results of Voting at
Annual Meeting of Shareholders
SAULT STE. MARIE, ONTARIO (September 20, 2022) Algoma Steel Group Inc. (NASDAQ: ASTL; TSX: ASTL) (Algoma or the Company), a leading Canadian producer of hot and cold rolled steel sheet and plate products, announced today the results of voting at its virtual annual meeting of shareholders held on September 20, 2022 (the Meeting).
All of the nominees listed in the management information circular prepared in connection with the Meeting were elected as directors of the Company. The Company received proxies and virtual votes at the Meeting as set out below:
Nominee
|
Votes For
|
Votes Withheld
|
Total Votes
|
|||||||||
Mary Anne Bueschkens |
54,807,492 | 186,310 | 54,993,802 | |||||||||
James Gouin |
54,947,852 | 45,951 | 54,993,803 | |||||||||
Andy Harshaw |
53,999,596 | 994,207 | 54,993,803 | |||||||||
Michael McQuade |
54,712,168 | 281,635 | 54,993,803 | |||||||||
Brian Pratt |
54,947,097 | 46,706 | 54,993,803 | |||||||||
Eric S. Rosenfeld |
52,875,489 | 2,118,314 | 54,993,803 | |||||||||
Gale Rubenstein |
54,805,557 | 188,245 | 54,993,802 | |||||||||
Andrew Schultz |
54,682,446 | 311,357 | 54,993,803 | |||||||||
David D. Sgro |
54,768,866 | 224,937 | 54,993,803 | |||||||||
Michael Garcia |
54,950,282 | 43,520 | 54,993,802 | |||||||||
Ave G. Lethbridge |
54,949,804 | 43,999 | 54,993,803 | |||||||||
Sanjay Nakra |
54,947,721 | 46,081 | 54,993,802 |
The Company also reports that the appointment of Deloitte LLP as the Companys auditors for the 2022 fiscal year was passed by a majority of the votes represented at the Meeting.
Algoma Steel Inc. | 105 West Street, Sault Ste. Marie, ON, Canada P6A 7B4 | T: 705-945-2351 F: 705-945-2203 | algoma.com
YOUR PARTNER IN STEEL. SINCE 1901
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The Companys full report of voting results on matters presented at the Meeting can be found under the Companys profile on SEDAR at www.sedar.com and on the Securities and Exchange Commissions EDGAR website at www.sec.gov.
About Algoma Steel Group Inc.
Based in Sault Ste. Marie, Ontario, Canada, Algoma is a fully integrated producer of hot and cold rolled steel products including sheet and plate. With a current raw steel production capacity of an estimated 2.8 million tons per year, Algomas size and diverse capabilities enable it to deliver responsive, customer-driven product solutions straight from the ladle to direct applications in the automotive, construction, energy, defense, and manufacturing sectors. Algoma is a key supplier of steel products to customers in Canada and Midwest USA and is the only producer of plate steel products in Canada. The Companys mill is one of the lowest cost producers of hot rolled sheet steel (HRC) in North America owing in part to its state-of-the-art Direct Strip Production Complex (DSPC), which is the newest thin slab caster in North America with direct coupling to a basic oxygen furnace (BOF) melt shop.
Algoma has achieved several meaningful improvements over the last several years that are expected to result in enhanced long-term profitability for the business. Algoma has upgraded its DSPC facility and recently installed its No. 2 Ladle Metallurgy Furnace. Additionally, the Company has cost cutting initiatives underway and is in the process of modernizing its plate mill facilities.
Today Algoma is on a transformation journey, investing in its people and processes, optimizing and modernizing to secure a sustainable future. Our customer focus, growing capability and courage to meet the industrys challenges head-on position us firmly as your partner in steel.
For more information, please contact:
Michael Moraca
Treasurer & Investor Relations Officer
Algoma Steel Group Inc.
Phone: 705.945.3300
E-mail: IR@algoma.com
Algoma Steel Inc. | 105 West Street, Sault Ste. Marie, ON, Canada P6A 7B4 | T: 705-945-2351 F: 705-945-2203 | algoma.com
YOUR PARTNER IN STEEL. SINCE 1901
Exhibit 99.2
ALGOMA STEEL GROUP INC.
(the Company)
Annual General Meeting of Shareholders
Held on September 20, 2022
REPORT OF VOTING RESULTS
Pursuant to section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations, this report describes the matters decided at the 2022 Annual General Meeting of Shareholders of the Company held virtually on September 20, 2022. All matters voted upon at the Annual General Meeting of Shareholders of the Company were voted upon by proxy or virtually at the meeting. Full details of the matters are set out in the Companys management information circular dated August 5, 2022, which is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
1. | ELECTION OF DIRECTORS |
Each of the following individuals were elected as directors of the Company for a term expiring at the conclusion of the next annual meeting of shareholders of the Company, or until their successors are elected or appointed. The voting results were as follows:
Nominee | Votes For | % of Votes For |
Votes Withheld |
% of Votes Withheld | ||||
Mary Anne Bueschkens |
54,807,492 | 99.66% | 186,310 | 0.34% | ||||
James Gouin |
54,947,852 | 99.92% | 45,951 | 0.08% | ||||
Andy Harshaw |
53,999,596 | 98.19% | 994,207 | 1.81% | ||||
Michael McQuade |
54,712,168 | 99.49% | 281,635 | 0.51% | ||||
Brian Pratt |
54,947,097 | 99.92% | 46,706 | 0.08% | ||||
Eric S. Rosenfeld |
52,875,489 | 96.15% | 2,118,314 | 3.85% | ||||
Gale Rubenstein |
54,805,557 | 99.66% | 188,245 | 0.34% | ||||
Andrew Schultz |
54,682,446 | 99.43% | 311,357 | 0.57% | ||||
David D. Sgro |
54,768,866 | 99.59% | 224,937 | 0.41% | ||||
Michael Garcia |
54,950,282 | 99.92% | 43,520 | 0.08% | ||||
Ave G. Lethbridge |
54,949,804 | 99.92% | 43,999 | 0.08% | ||||
Sanjay Nakra |
54,947,721 | 99.92% | 46,081 | 0.08% |
2. | APPOINTMENT OF AUDITOR |
Deloitte LLP was appointed as the auditor of the Company until the next annual meeting of the shareholders of the Company or until its successor is appointed and the directors of the Company were authorized to fix the remuneration of such auditor. The voting results were as follows:
# Votes For | % Votes For | # Votes Withheld | % Votes Withheld | |||
69,788,563 |
99.99% | 9,797 | 0.01% |
Dated this 20th day of September, 2022.
ALGOMA STEEL GROUP INC.
By: |
Rajat Marwah | |
Name: Rajat Marwah | ||
Title: Chief Financial Officer |