Exhibit (a)(2)

GERDAU AMERISTEEL CORPORATION
1801 Hopkins Street South
Whitby, Ontario
L1N 5T1

FORM OF PROXY

THIS PROXY IS SOLICITED BY MANAGEMENT OF GERDAU AMERISTEEL CORPORATION
IN RESPECT OF THE SPECIAL MEETING OF THE SHAREHOLDERS
TO BE HELD AUGUST 10, 2010

The undersigned shareholder of Gerdau Ameristeel Corporation (“Gerdau Ameristeel”) hereby appoints, Mario Longhi, President and Chief Executive Officer, or failing him, Robert E. Lewis, Vice President, General Counsel and Corporate Secretary, or instead of any of the foregoing ­ ­, with full power of substitution, as nominee of the undersigned, to attend, vote and act for and on behalf of the undersigned at the special meeting of shareholders of Gerdau Ameristeel to be held on Tuesday, August 10, 2010 at 10:00 a.m., Toronto time, and at all adjournments or postponements thereof, upon the following matters:

(a)  Arrangement Resolution

VOTE FOR o VOTE AGAINST o or, if no specification is made, VOTE FOR the approval of the Arrangement Resolution.

(b)  Other Business

Such other business as may properly come before the meeting.

This proxy confers discretionary authority upon the persons named herein as nominees to vote hereunder with respect, firstly, to the specific matters identified above where no choice is specified IN WHICH CASE THE SHARES FOR WHICH THIS PROXY IS GIVEN WILL BE VOTED IN FAVOUR OF MATTER (a), and secondly, to all other matters which may properly come before the special meeting or any adjournments or postponements thereof.

The undersigned hereby revokes any proxy previously given with respect to the shares represented by this proxy.

Dated: ­ ­, 2010.

Number of Common Shares	Signature of Shareholder
	Name of Shareholder (Please print clearly)

NOTES:

(1)	A shareholder has the right to appoint a person to represent him at the meeting other than the management representatives designated in this proxy. Such right may be exercised by inserting in the space provided the name of the other person the shareholder wishes to appoint. Such other person need not be a shareholder.
(2)	To be valid, this proxy must be signed and received by CIBC Mellon Trust Company at P.O. Box 721, Agincourt, Ontario, M1S 0A1 (if delivering by mail) or 320 Bay Street, Banking Hall Level, Toronto, Ontario, M5H 4A6 (if delivering by hand), or by facsimile at (416) 368-2502 or (866) 781-3111 (toll free) not later than 5:00 p.m., Toronto time, on August 6, 2010, or, if the meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed meeting.
(3)	If an individual, please sign exactly as your shares are registered.

If the shareholder is a corporation, this proxy must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed.

If shares are registered in the name of an executor, administrator or trustee, please sign exactly as the shares are registered. If the shares are registered in the name of the deceased or other shareholder, the shareholder’s name must be printed in the space provided, the proxy must be signed by the legal representative with his name printed below his signature and evidence of authority to sign on behalf of the shareholder must be attached to this proxy.

In many cases, shares beneficially owned by a holder (a “Non-Registered Holder”) are registered in the name of a securities dealer or broker or other intermediary, or a depository (such as CDS Clearing and Depository Services Inc.). Non-Registered Holders should, in particular, review the section entitled “Special Meeting of Holders of Common Shares — Non-Registered Shareholders” in the accompanying management proxy circular and carefully follow the instructions of their intermediaries.

All registered holders of shares should refer to the accompanying management proxy circular for further information regarding completion and use of this proxy and other information pertaining to the meeting.

(4)	If a share is held by two or more persons, any one of them present or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote in respect thereof, but if more than one of them are present or represented by proxy they shall vote together in respect of the share so held.
(5)	If this proxy is not dated in the space provided, it is deemed to bear the date on which it is mailed by management of Gerdau Ameristeel.
(6)	Registered holders of shares are entitled to dissent in respect of the Arrangement Resolution in accordance with the dissent procedures described in the accompanying management proxy circular. A shareholder may only exercise the right to dissent in respect of shares which are registered in that shareholder’s name. Shareholders, including Non-Registered Holders, who wish to dissent should carefully review the section entitled “Principal Legal Matters — Right of Dissent” and Exhibit F in the accompanying management proxy circular. Failure to comply strictly with the dissent procedures may result in the loss or unavailability of the right to dissent.

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