|PROSPECTUS SUPPLEMENT NO. 23||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 May 26, 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 May 25, 2023, the last reported sales prices of the Common Shares on Nasdaq and the TSX were $7.07 and C$9.59, respectively, and the last reported sales prices of the Warrants were $1.475 and C$2.00, 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 May 26, 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 May 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
(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 May 25, 2023|
|99.2||Amended and Restated Credit Agreement, dated as of May 23, 2023, among Algoma Steel Inc., as borrower, Wells Fargo Capital Finance Corporation Canada, as agent, the lenders and other parties thereto, incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Registrants Registration Statement on Form F-1 (File No. 333-260534), filed with the SEC on May 26, 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: May 26, 2023||By:|| |
/s/ John Naccarato
|Name: John Naccarato|
|Title: Vice President Strategy and General Counsel|
Algoma Steel Upsizes ABL Credit Facility and Extends Maturity Date to 2028
May 25, 2023
SAULT STE. MARIE, Ontario, May 25, 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 announced that it has successfully upsized its senior secured asset-based revolving credit facility (ABL Credit Facility) from US$250 million to US$300 million and extended the term of the ABL Credit Facility to May, 2028.
The interest rate on the ABL Credit Facility will be based on the Secured Overnight Financing Rate (SOFR) plus a credit spread adjustment of 10 basis points plus an applicable margin, which will vary depending on usage.
Rajat Marwah, Algomas Chief Financial Officer, commented, With this new ABL Credit Facility, we have strengthened our liquidity, extended the maturity out five years and increased our financial flexibility. The financial terms reflect Algomas prudent financing strategy and strength of our business and cash flow profile through market cycles. We remain laser-focused on creating and delivering long-term shareholder value as we execute our transition to electric arc steelmaking to become one of North Americas leading providers of green steel.
With the closing of this transaction, Algoma has approximately US$260 million of unused availability on the ABL Credit Facility with existing usage primarily related to letters of credit. The ABL Credit Facility can be used to fund working capital needs, general corporate purposes and strategic growth initiatives.
Wells Fargo Capital Finance Corporation Canada is acting as the administrative agent with Bank of Montreal alongside, as joint lead arranger and joint bookrunner. Goodmans LLP represented Algoma in the transaction.
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 Algomas strategic objectives, completion of Algomas EAF project, and the anticipated impact of Algomas EAF project and its plate mill modernization project and Algomas future financial performance. 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 also consider the other 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.
For more information, please contact:
Treasurer & Investor Relations Officer
Algoma Steel Group Inc. Phone: 705.945.3300