Algoma Steel Inc. signed a letter of intent to acquire Legato Merger Corp. (NasdaqCM:LEGO) from a group of shareholders in a reverse merger transaction on March 23, 2021. Algoma Steel Inc. signed a definitive agreement to acquire Legato Merger Corp. from a group of shareholders for $1.1 billion in a reverse merger transaction on May 24, 2021. Legato Merger will issue shares as consideration for Algoma Steel. The merger agreement also provides that Legato stockholders will receive one Algoma common share for each share of Legato common stock and that each Legato warrant will be assumed by Algoma and become exercisable to purchase one Algoma common share at $11.50 per share. The transaction includes contingent consideration of up to 37.5 million Algoma common shares payable to Algoma's existing shareholders and management team if certain Adjusted EBITDA targets for calendar year 2021 or stock price targets in the five years following closing are achieved. Following completion of the transaction and assuming all of the contingent consideration is paid, Algoma's current shareholders and management team will hold approximately 74% of the combined company's outstanding common shares, PIPE investors will hold approximately 7% of the combined company's outstanding common shares and Legato's current stockholders will hold approximately 19% of the combined company's outstanding common shares. Following the closing of the transaction, the common shares of Algoma are expected to trade on each of the Nasdaq Stock Market and the Toronto Stock Exchange under the new symbol “ASTL”, and the warrants of Algoma will trade on the Nasdaq under the new symbol “ASTLW” and on the TSX under the new symbol “ASTL.WT.” Algoma will list on Nasdaq Stock Market. Algoma will continue to execute its growth strategies under the leadership of Algoma's current management, with a Board of Directors that will include six directors designated by Algoma, three directors designated by Legato and one jointly nominated.

The transaction is subject to the approval of Legato stockholders and the satisfaction or waiver of certain other customary closing conditions, including approvals from the Nasdaq and the Toronto Stock Exchange, Legato hall have at least $5 million of net tangible assets, Shares to be issued and Warrants to be assumed in accordance with this Agreement shall be approved or conditionally approved for listing upon the Closing on Nasdaq and TSX, the Registration Statement shall have become effective in accordance with the provisions of the Securities Act and the private placement should have consummated. Legato's Board of Directors has approved the merger agreement and resolved to recommend that Legato stockholders approve and adopt the merger agreement and the transaction. Algoma has received both shareholder approval and Board of Director approval for the merger agreement. Special Meeting of Stockholders is held on October 14, 2021 to approve proposed business combination with Algoma Steel. Legato shareholder approved the transaction on October 14, 2021. The transaction is expected to close in the third quarter of 2021. As of October 14, 2021, the transaction is expected to close during the week of October 18, 2021.

Adam M. Givertz, Christian Kurtz, David Curtiss, Brian Grieve, Brian Krause and Paul Basta of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Robert Chadwick and Michael Partridge of Goodmans LLP, Paul Basta of Kirkland & Ellis LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal counsels to Algoma and Jefferies LLC is acting as financial advisor to Algoma. Jeffrey Gallant and David Alan Miller of Graubard Miller is acted as legal counsels to Legato and EarlyBirdCapital, Inc., BMO Capital Markets and Maison Placements Canada acted as financial advisors to Legato. Cassel Salpeter & Co., LLC acted as financial advisor and fairness opinion provider to the Board of Legato and received a fee of $100,000 for rendering its opinion. Aaron Dixon of Alston & Bird LLP acted as the legal advisor to Cassel Salpeter. Continental Stock Transfer & Trust Company acted as transfer agent to both Algoma Steel Inc. and Legato Merger Corp. MacKenzie Partners, Inc. acted as information agent to Legato Merger Corp. and will receive a fee of $15,000. Shearman & Sterling LLP acted as legal advisor to Barclays as an investor with respect to its equity interest in Algoma Steel Inc. as part of the merger with Legato Merger Corp.

Algoma Steel Inc. completed the acquisition of Legato Merger Corp. (NasdaqCM:LEGO) from a group of shareholders in a reverse merger transaction on October 19, 2021. Algoma's common shares are scheduled to begin trading on the Nasdaq Stock Market and the Toronto Stock Exchange under the symbol “ASTL” on October 20, 2021. As a result of this transaction Algoma has received USD 306 million in net proceeds, consisting of funds from Legato's former trust account and from a private placement in public equity (PIPE), after redemptions and transaction fees. In connection with the transaction, in addition to Andrew Harshaw (Chair), Andrew Schultz and Michael McQuade, new directors Mary Anne Bueschkens, Gale Rubenstein, and James Gouin were added to Algomas board. Former Legato representatives David Sgro and Eric Rosenfeld and former Legato chairman Brian Pratt also joined the Algoma board on the closing of the transaction. All of the Algoma directors, other than Mr. McQuade, Algomas CEO, are independent.