|PROSPECTUS SUPPLEMENT NO. 22||Filed Pursuant to Rule 424(b)(3)|
|(to prospectus dated June 30, 2022)||Registration No. 333-260534|
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 March 30, 2023 (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 March 30, 2023, the last reported sales prices of the Common Shares on Nasdaq and the TSX were $7.74 and C$10.43, respectively, and the last reported sales prices of the Warrants were $1.70 and C$2.29, 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 March 30, 2023.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023 Commission File Number 001-40924
ALGOMA STEEL GROUP INC.
(Exact name of Registrant as specified in its charter)
(Translation of Registrants name into English)
105 West Street Sault Ste. Marie, Ontario
P6A 7B4, Canada (705) 945-2351
(Address of 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 ☐
INCORPORATION BY REFERENCE
Exhibit 99.1 of this Form 6-K is incorporated by reference into the Registration Statement on Form S-8 (Commission File No. 333-264063) of the Registrant, Algoma Steel Group Inc.
|99.1||Press release dated March 30, 2023|
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: March 30, 2023||By:|| |
/s/ John Naccarato
|Name: John Naccarato|
|Title: Vice President Strategy and General Counsel|
Algoma Steel Provides Fiscal 2023 Fourth Quarter Guidance
March 30, 2023
SAULT STE. MARIE, Ontario, March 30, 2023 (GLOBE NEWSWIRE) -- 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, today provided guidance for its fiscal fourth quarter ending March 31, 2023. Unless otherwise specified, all amounts are in Canadian dollars.
Fiscal 2023 fourth quarter total steel shipments are expected to be in the range of 555,000 to 565,000 tons and Adjusted EBITDA is expected to be in the range of CDN $25 million to $30 million.
Michael Garcia, Algomas Chief Executive Officer commented, We anticipate that our shipments for the fourth fiscal quarter will align with our earlier projections now that our plate mill has returned to its historical production levels. As expected, our Adjusted EBITDA is directionally higher compared to the December quarter, due to lower costs resulting from stable operations and increased productivity.
We are pleased to note that steel prices are presently at a nine-month high. Attractive market conditions, combined with our consistent operations, are likely to significantly enhance our profitability as we head into fiscal 2024. We are excited about the progress made so far on our strategic electric arc furnace project as the building gets erected shaping the skyline of our steelworks. While this marks a key milestone, we continue to diligently execute the project on time and on budget as we work towards our goal of a mid-2024 start up., Mr. Garcia concluded.
About Algoma Steel 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. Driven by a purpose to build better lives and a greener future, Algoma is positioned to deliver responsive, customer-driven product solutions to applications in the automotive, construction, energy, defense, and manufacturing sectors. Algoma is a key supplier of steel products to customers in North America and is the only producer of discrete plate products in Canada. Its state-of-the-art Direct Strip Production Complex (DSPC) is one of the lowest-cost producers of hot rolled sheet steel (HRC) in North America.
Algoma is on a transformation journey, modernizing its plate mill and adopting electric arc technology that builds on the strong principles of recycling and environmental stewardship to significantly lower carbon emissions. Today Algoma is investing in its people and processes, working safely, as a team to become one of North Americas leading producers of green steel.
As a founding industry in their community, Algoma is drawing on the best of its rich steelmaking tradition to deliver greater value, offering North America the comfort of a secure steel supply and a sustainable future as your partner in steel.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking information under applicable Canadian securities legislation and forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, forward-looking statements), including statements regarding fiscal 2023 fourth quarter total steel shipments and Adjusted EBITDA, profitability in fiscal 2024 trends in the pricing of and global supply and demand for steel, Algomas transition to electric arc steelmaking, including the progress and timing thereof, its future as a leading producer of green steel, and Algomas modernization of its plate mill facilities, transformation journey, ability to deliver greater value, ability to offer North America a secure steel supply and a sustainable future, and investment in its people, and processes. These forward-looking statements generally are identified by the words believe, project, expect, anticipate, estimate, intend, strategy, future, opportunity, plan, design, pipeline, may, should, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this document. Readers should consider the risks and uncertainties set forth in the section entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in Algomas Annual Report on Form 20-F, filed by Algoma with the Ontario Securities Commission (the OSC) (available under the companys SEDAR profile at www.sedar.com) and with the SEC (available at www.sec.gov), as well as in Algomas current reports with the OSC and SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Algoma assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Non-IFRS Financial Measures
To supplement our financial statements, which are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), we use certain non-IFRS measures to evaluate the performance of Algoma. These terms do not have any standardized meaning prescribed within IFRS and, therefore, may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing a further understanding of our financial performance from managements perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.
Adjusted EBITDA, as we define it, refers to net (loss) income before amortization of property, plant, equipment and amortization of intangible assets, finance costs, interest on pension and other post-employment benefit obligations, income taxes, restructuring costs, impairment reserve, foreign exchange gain, finance income, inventory write-downs, carbon tax, changes in fair value of warrant, earnout and share-based compensation liabilities, transaction costs, share-based compensation, and past service costs related to pension benefits and post-employment benefits. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue for the corresponding period. Adjusted EBITDA is not intended to represent cash flow from operations, as defined by IFRS, and should not be considered as alternatives to net earnings, cash flow from operations, or any other measure of performance prescribed by IFRS. Adjusted EBITDA, as we define and use it, may not be comparable to Adjusted EBITDA as defined and used by
other companies. We consider Adjusted EBITDA to be a meaningful measure to assess our operating performance in addition to IFRS measures. It is included because we believe it can be useful in measuring our operating performance and our ability to expand our business and provide management and investors with additional information for comparison of our operating results across different time periods and to the operating results of other companies. Adjusted EBITDA is also used by analysts and our lenders as a measure of our financial performance. In addition, we consider Adjusted EBITDA margin to be a useful measure of our operating performance and profitability across different time periods that enhance the comparability of our results. However, these measures have limitations as analytical tools and should not be considered in isolation from, or as alternatives to, net income, cash flow from operations or other data prepared in accordance with IFRS. Because of these limitations, such measures should not be considered as measures of discretionary cash available to invest in business growth or to reduce indebtedness. We compensate for these limitations by relying primarily on our IFRS results using such measures only as supplements to such results. See the financial tables below for a reconciliation of the non-IFRS financial measures reported herein.
For more information, please contact:
Treasurer & Investor Relations Officer
Algoma Steel Group Inc.