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Cliffs Natural Resources Inc. Prices Public Offering Of Common Shares And Mandatory Convertible Preferred Shares

CLEVELAND, Feb. 14, 2013 /PRNewswire/ -- Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) (the "Company") today announced the pricing of its public offering of common and mandatory convertible preferred shares. The Company has agreed to sell 9,000,000 of its common shares, par value $0.125 per share ("Common Shares") (or up to 10,350,000 Common Shares if the underwriters of such offering exercise their option to purchase additional Common Shares) (the "Common Shares Offering"), at $29.00 per Common Share, and 27,000,000 of its depositary shares ("Depositary Shares"), each representing a 1/40th interest in a share of its new 7.00% Series A Mandatory Convertible Preferred Stock, Class A, without par value ("Mandatory Convertible Preferred Shares"), $1,000 liquidation preference per Mandatory Convertible Preferred Share (equivalent to $25 per Depositary Share) (or up to 31,050,000 Depositary Shares if the underwriters of such offering exercise their over-allotment option in full) (the "Mandatory Convertible Preferred Shares Offering"), at $25 per Depositary Share, in separate registered public offerings.

(Logo: http://photos.prnewswire.com/prnh/20101104/CLIFFSLOGO )

The Mandatory Convertible Preferred Shares will pay cumulative cash dividends when, as and if declared by the Company's Board of Directors at an annual rate of 7.00% on the liquidation preference of $1,000 per Mandatory Convertible Preferred Share, quarterly on Feb. 1, May 1, Aug. 1, and Nov. 1 of each year, commencing on May 1, 2013 and to, and including, Feb. 1, 2016.

The Depositary Shares entitle the holders, through the bank depositary, to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Shares underlying the Depositary Shares, including conversion, dividend, liquidation and voting rights, subject to certain limited exceptions. Unless converted earlier at the option of the holders, each Mandatory Convertible Preferred Share will automatically convert into between 28.1480 and 34.4840 Common Shares (and, correspondingly, each Depositary Share will automatically convert into between 0.7037 and 0.8621 Common Shares) on or around Feb. 1, 2016, subject to customary anti-dilution adjustments.

The Company intends to apply to list the Depositary Shares on the New York Stock Exchange under the symbol "CLV." If the application is approved, the Company expects trading of the Depositary Shares on the New York Stock Exchange to commence within the 30-day period after the initial delivery of the Depositary Shares.

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