SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(AMENDMENT NO. 2)

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934

GERDAU AMERISTEEL CORPORATION

(Name of the Issuer)

GERDAU AMERISTEEL CORPORATION
GERDAU S.A.
GERDAU STEEL NORTH AMERICA INC.
MARIO LONGHI
JORGE GERDAU JOHANNPETER
FREDERICO C. GERDAU JOHANNPETER
ANDRE GERDAU JOHANNPETER
CLAUDIO JOHANNPETER

(Names of Person(s) Filing Statement)

Common Shares

(Title of Class of Securities)

37373P 10 5

(CUSIP Number of Class of Securities)

Robert E. Lewis
Vice President, General Counsel and
Corporate Secretary
Gerdau Ameristeel Corporation
4221 W. Boy Scout Blvd., Suite 600
Tampa, Florida 33607
(813) 207-2322 Expedito Luz
Executive Vice President, Legal and Compliance
Gerdau S.A.
Av. Farrapos, 1811 Porto
Alegre, Rio Grande do Sul,
Brazil, CEP 90220-005
+55 51 3323 2441

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to:

Andrew J. Beck, Esq.
Daniel P. Raglan, Esq.
Torys LLP
237 Park Avenue
New York, New York 10017
(212) 880-6000 Alan Klein, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000

This statement is filed in connection with (check the appropriate box):

a.	o	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	þ	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$660,828,245*	$47,118**

*

For purposes of determining the filing fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended, the transaction value of the common shares of Gerdau Ameristeel Corporation to be received by Gerdau Steel North America Inc., assuming acceptance of the offer by all holders of Gerdau Ameristeel Corporation’s common shares and options in the United States, is calculated as follows: multiplying (i) 60,075,295, the number of shares of Gerdau Ameristeel Corporation held by shareholders in the U.S. or subject to options held by persons in the U.S., by (ii) $11.00, the price to be paid for the shares held by such shareholders.

**

In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the transaction value by 0.0000713.

þ   Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: $47,118
Form or registration no.: Schedule 13E-3, File No. 005-80121
Filing Party: Gerdau Ameristeel Corporation, Gerdau S.A. and Gerdau Steel North America Inc.
Date Filed: July 9, 2010

     This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (“Amendment No. 2”) amends and supplements the Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2010, and amended on August 6, 2010, by Gerdau Ameristeel Corporation (the “Corporation”), a company organized under the laws of Canada, Gerdau S.A., a company organized under the laws of Brazil, and Gerdau Steel North America Inc. (the “Acquiror”), a company organized under the laws of Canada (collectively, the “Filing Persons”) with respect to the plan of arrangement pursuant to which the Acquiror will acquire all of the outstanding common shares of the Corporation not already owned, directly or indirectly, by Gerdau S.A. and the Corporation will become a wholly-owned subsidiary of the Acquiror.

     The Schedule 13E-3 is amended and supplemented to include Mario Longhi, Jorge Gerdau Johannpeter, Frederico C. Gerdau Johannpeter, Andre Gerdau Johannpeter and Claudio Johannpeter (the “New Filing Persons”) as “filing persons” to the Schedule 13E-3. References to the Filing Persons in the Schedule 13E-3 is amended to include the New Filing Persons, in addition to the Corporation, Gerdau S.A. and the Acquiror.

     Mario Longhi is the President and Chief Executive Officer of the Corporation, as well as a director of the Corporation and an Executive Vice President of Gerdau S.A.’s Executive Committee. Jorge Gerdau Johannpeter and Frederico C. Gerdau Johannpeter are directors of both the Corporation and Gerdau S.A. Andre Gerdau Johannpeter is a director of the Corporation, a director and the Chief Executive Officer of Gerdau S.A., and the President of the Acquiror. Claudio Johannpeter is a director of the Corporation and a director and the Chief Operation Officer of Gerdau S.A. For additional background information regarding the New Filing Persons, see Schedules I, II and III to the Schedule 13E-3, which is incorporated herein by reference.

     This Amendment No. 2 also amends and supplements information contained in the Circular as set out in the Supplemental Information Statement, dated August 13, 2010, to the Management Proxy Circular dated July 7, 2010 (the “Supplement”), which is attached as Exhibit (a)(1)(8). References to the “Circular” in the Schedule 13E-3 is amended to mean the Circular, as amended by the Supplement. References in the Schedule 13E-3 to the section of the Circular entitled “Information Regarding the Arrangement” is hereby deleted and replaced with “Special Factors.” References in the Schedule 13E-3 to the section of the Circular entitled “Position of the Acquiror and Gerdau S.A. Regarding Fairness of the Arrangement” is hereby deleted and replaced with “Position of the Acquiror, Gerdau S.A. and the Gerdau Designees Regarding Fairness of the Arrangement.” In addition, to the extent information contained in a section of the Circular is modified by the Supplement, all references to such section of the Circular in the Schedule 13E-3, as amended by this Amendment No. 2, shall be to such section of the Circular as so modified.

     Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Circular, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to items 1 through 15 of this Schedule 13E-3 and is supplemented by the information specifically provided for herein.

     All information contained in, or incorporated by reference into, this Amendment No. 2 concerning each Filing Person was supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of such information as it relates to any other Filing Person.

     Capitalized terms used herein but not defined in this Amendment No. 2 shall have the meanings given to them in the Circular.

Item 8. Fairness of the Transaction

     Item 8 of the Schedule 13E-3 is hereby amended and supplemented by adding the following:

     “Each of the New Filing Persons believes that the Arrangement is fair to the Public Shareholders and unaffiliated Shareholders. In reaching such conclusion, the New Filing Persons considered and relied upon the same factors and considerations that the Special Committee relied upon, as described in the Circular, as amended by the Supplement, and adopted the Special Committee’s analyses in their entirety.”

Item 16. Exhibits

Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following:

(a)(1)(8)   Supplemental Information Statement, dated August 13, 2010, to the Management Proxy Circular dated July 7, 2010.

(c)(2)   RBC’s slide presentation entitled “Discussion with the Special Committee — Project Selection,” dated May 10, 2010.

(c)(3)   J.P. Morgan’s backup slide for discussion with Gerdau S.A.

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SIGNATURE

     After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of August 13, 2010

GERDAU AMERISTEEL CORPORATION
By:	/s/ Robert E. Lewis
	Name:	Robert E. Lewis
	Title:	Vice President, General Counsel and Corporate Secretary
GERDAU S.A.
By:	/s/ Osvaldo Burgos Schirmer
	Name:	Osvaldo Burgos Schirmer
	Title:	Executive Vice President
GERDAU STEEL NORTH AMERICA INC.
By:	/s/ Osvaldo Burgos Schirmer
	Name:	Osvaldo Burgos Schirmer
	Title:	Director

[Signature Page to Amendment No. 2 to Schedule 13E-3]

/s/ Jorge Gerdau Johannpeter  

JORGE GERDAU JOHANNPETER 

/s/ Frederico C. Gerdau Johannpeter  

FREDERICO C. GERDAU JOHANNPETER 

/s/ Andre Gerdau Johannpeter  

ANDRE GERDAU JOHANNPETER 

/s/ Claudio Johannpeter  

CLAUDIO JOHANNPETER 

[Signature Page to Amendment No. 2 to Schedule 13E-3]

/s/ Mario Longhi  

MARIO LONGHI 

[Signature Page to Amendment No. 2 to Schedule 13E-3]

EXHIBIT INDEX

(a)(1)(8)	Supplemental Information Statement, dated August 13, 2010, to the Management Proxy Circular dated July 7, 2010.
(c)(2)	RBC’s slide presentation entitled “Discussion with the Special Committee — Project Selection,” dated May 10, 2010.
(c)(3)	J.P. Morgan’s backup slide for discussion with Gerdau S.A.

EX-99.(A)(1)(8)

Exhibit (a)(1)(8)

GERDAU AMERISTEEL CORPORATION

SUPPLEMENTAL INFORMATION STATEMENT

TO THE

MANAGEMENT PROXY CIRCULAR

DATED JULY 7, 2010

IN CONNECTION WITH

A SPECIAL MEETING OF HOLDERS
OF COMMON SHARES OF GERDAU AMERISTEEL
CORPORATION

TO CONSIDER

THE PLAN OF ARRANGEMENT WHEREBY GERDAU S.A. WILL
ACQUIRE ALL OF THE OUTSTANDING COMMON SHARES OF
GERDAU AMERISTEEL CORPORATION THAT IT DOES NOT
CURRENTLY OWN FOR U.S. $11.00 PER COMMON SHARE

The Management Proxy Circular requires immediate attention. It requires shareholders to make important decisions. If you are in doubt as to how to make such decisions, please contact your legal or other professional advisers.

Neither the U.S. Securities and Exchange Commission nor any securities commission of any state of the United States of America or any province or territory of Canada has approved or disapproved of this transaction or passed upon the merits or fairness of this transaction or upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense

AUGUST 13, 2010

SUPPLEMENTAL INFORMATION STATEMENT

This supplement (the “Supplemental Information Statement”) modifies and supplements the Management Proxy Circular (the “Circular”) dated July 7, 2010. Terms with initial capital letters not otherwise defined in this Supplemental Information Statement have the meanings ascribed thereto in the Circular. This Supplemental Information Statement shall form part of and be deemed to be included in the Circular. To the extent that any statement contained in this Supplemental Information Statement modifies, supplements or amends any statement contained in the Circular, such statement in the Circular shall be deemed to be so modified, supplemented or amended.

Special Factors

The Circular is hereby amended by deleting the reference to the heading “INFORMATION REGARDING THE ARRANGEMENT” on page v of the table of contents and replacing such reference with a reference to the heading “SPECIAL FACTORS”. The heading “INFORMATION REGARDING THE ARRANGEMENT” on page 11 of the Circular is hereby deleted and replaced with the heading “SPECIAL FACTORS”.

Exhibit H

The Circular is hereby amended by adding “EXHIBIT H PROJECTIONS” beneath “EXHIBIT G INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF GERDAU AMERISTEEL” on page vii of the table of contents.

Information Contained in this Circular

The third sentence of the second paragraph under the heading “INFORMATION CONTAINED IN THIS CIRCULAR” on page 1 of the Circular which reads:

“Neither the Board nor Gerdau Ameristeel assumes any responsibility for the accuracy or completeness of such information, nor for any omission on the part of Gerdau S.A. or the Acquiror to disclose facts or events which may affect the accuracy or completeness of any such information.”

is hereby deleted in its entirety.

Statement Regarding Forward-Looking Information

The first sentence of the first paragraph under the heading “STATEMENT REGARDING FORWARD-LOOKING INFORMATION” on page 2 of the Circular which reads:

“This Circular contains or incorporates by reference statements that, to the extent that they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable securities legislation.”

is hereby deleted in its entirety and replaced with the following sentence:

“This Circular contains or incorporates by reference statements that, to the extent that they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation.”

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Background to the Proposal

The Circular is amended and supplemented by adding after the seventh full paragraph on page 12 of the Circular under the heading “Background to the Proposal” the following:

“The May 10, 2010 presentation by RBC to the Special Committee was for discussion purposes only and did not address any proposal from Gerdau S.A. The presentation covered the following matters:

(a) an overview of the situation, including the potential proposal by Gerdau S.A., Gerdau S.A.’s current shareholdings, the establishment of the Special Committee and the engagement of RBC and counsel by the Special Committee;

(b) an overview of the Corporation and Gerdau S.A.’s businesses;

(c) certain analyses prepared by RBC relating to the North American steel industry, the Corporation’s share price performance since January 2007, comparisons of the Corporation’s share price performance against its peers and Gerdau S.A., historical multiples for North American mini mills and analyst commentary on the steel industry and the Corporation;

(d) the scope of RBC’s review, including the information received from management of the Corporation;

(e) RBC’s approach to financial assessment, being that RBC had relied primarily on a discounted cash flow (“DCF”) approach, that RBC had reviewed precedent transactions, however, the multiples paid in such precedent transactions were deemed to have limited applicability given the different point of the business cycle in which most of these transactions occurred and that RBC had reviewed trading multiples of public companies in the steel manufacturing industry in North America, however, as these public company multiples implied values that were below the DCF values and public company values generally reflect minority discount values rather than “en bloc” values, RBC did not rely on this methodology;

(f) RBC’s review of management’s projections for the years ending December 31, 2010 through 2012 and RBC’s approach to preparing a five year, “base case” forecast for its DCF analysis, including RBC’s adjustments to certain of management’s projections;

(g) a detailed review of the preliminary base case forecast prepared by RBC, including key operating assumptions relating to volumes shipped and revenue, metal spreads, mill manufacturing costs per ton, EBITDA margin and EBITDA $  per ton and the level of sensitivity of such assumptions;

(h) a review of the DCF model itself, a DCF summary based on EBITDA multiples and perpetual growth rates, the weighted average cost of capital and the sensitivities of each;

(i) a precedent transaction analysis, including transaction multiples at various prices; and

(j) an analysis of Canadian going-private premiums.”

The Circular is amended and supplemented by adding after the second full paragraph on page 13 of the Circular under the heading “Background to the Proposal” the following:

“In the days leading up to the May 14, 2010 meeting between J.P. Morgan and RBC and prior to the call between Mr. Schirmer and Mr. Heffernan on May 25, 2010, J.P. Morgan and Mr. Schirmer discussed the potential transaction and a price range for making a proposal to Mr. Heffernan. Mr. Schirmer and J.P. Morgan discussed a price range of $8.10 to $10.00 based on financial analyses J.P. Morgan had performed internally that are substantially similar to those summarized under “Special Factors—Valuation and Fairness Opinion.” Following Mr. Schirmer’s discussions with J.P. Morgan and internal discussions at Gerdau S.A., it was decided that Mr. Schirmer would present a range of $9.00 to $10.50 to Mr. Heffernan. During this time, Mr. Schirmer and J.P. Morgan also discussed how best to present the price range to Mr. Heffernan on the call.”

\

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Position of the Special Committee as to Fairness of the Proposal

The last sentence of the first full paragraph on page 14 of the Circular under the heading “Position of the Special Committee as to Fairness of the Proposal” which reads:

“Given the valuation methodologies for the Common Shares contained in the Valuation, and after discussion with RBC as to the rationale for the methodologies used by RBC in preparing the Valuation and the Fairness Opinion, the Special Committee did not consider other valuation methods such as net book value or liquidation value.”

is hereby deleted in its entirety and replaced with the following:

“Given the valuation methodologies for the Common Shares contained in the Valuation (in particular, the going concern value using a discounted cash flow analysis which was used by RBC for purposes of the Valuation and Fairness Opinion), and after discussion with RBC as to the rationale for the methodologies used by RBC in preparing the Valuation and the Fairness Opinion, the Special Committee did not consider other valuation methods such as historical market prices, net book value or liquidation value. In RBC’s professional judgment, these methodologies were not appropriate in the circumstances as they are not typically used to value going concern businesses with positive cash flows such as the Corporation. The Corporation is a viable going concern and there are no plans to liquidate the Corporation, and therefore, the discounted cash flow approach was deemed more appropriate. For more information regarding RBC’s valuation on a going concern basis using a discounted cash flow analysis, see “Independent Valuation and Fairness Opinion — Valuation Methods.”

The Circular is amended and supplemented by adding after the second full paragraph beginning on page 14 of the Circular under the heading “Position of the Special Committee as to Fairness of the Proposal” the following:

“The Special Committee was not aware of any firm offers from an unaffiliated third party during the past two years for: (i) the merger or consolidation of Gerdau Ameristeel with or into another company, (ii) the sale or transfer of all or the substantial part of the assets of Gerdau Ameristeel, or (iii) a purchase of Common Shares that would enable the holder to exercise control of Gerdau Ameristeel, and therefore did not consider any such offers in assessing the fairness of the Proposal. As the Special Committee is not aware of any prior valuations, as defined in MI 61-101, prepared in respect of Gerdau Ameristeel or the Common Shares during the last two years, they did not consider any valuations other than the Valuation in assessing the fairness of the Proposal.”

The first sentence of the fifth full paragraph on page 14 of the Circular under the heading “Position of the Special Committee as to Fairness of the Proposal” which reads:

“In reaching its conclusion that the Proposal was substantively fair to the Public Shareholders, the Special Committee considered and relied upon a number of factors, including the following:”

is hereby deleted in its entirety and replaced with the following:

“In reaching its conclusion that the Proposal was substantively fair to the Public Shareholders and unaffiliated Shareholders, the Special Committee considered and relied upon a number of factors, including the following:”

The first sentence of the first paragraph on page 15 of the Circular under the heading “Position of the Special Committee as to Fairness of the Proposal” which reads:

“The Special Committee believed the Proposal was procedurally fair to the Public Shareholders for the following reasons:”

is hereby deleted in its entirety and replaced with the following:

“The Special Committee believed the Proposal was procedurally fair to the Public Shareholders and unaffiliated Shareholders for the following reasons:”

Negotiation of the Arrangement Agreement

The last sentence of the last full paragraph beginning on page 15 under the heading “Negotiation of the Arrangement Agreement” which reads:

“Based on its review, the Special Committee was of the unanimous view that the Arrangement is fair to the Public Shareholders and is in the best interests of the Corporation and it unanimously recommended that the Board approve the Arrangement and recommend to the Public Shareholders that they vote their Common Shares in favour of the Arrangement.”

is hereby deleted in its entirety and replaced with the following:

“Based on its review, the Special Committee was of the unanimous view that the Arrangement is fair to the Public Shareholders and unaffiliated Shareholders and is in the best interests of the Corporation and it unanimously recommended that the Board approve the Arrangement and recommend to the Public Shareholders that they vote their Common Shares in favour of the Arrangement.”

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The second sentence of the first full paragraph on page 16 of the Circular under the heading “Negotiation of the Arrangement Agreement” which reads:

“Based on, among other things, the unanimous recommendation of the Special Committee, the Board unanimously (with the Gerdau Designees declaring their interest in the Arrangement and abstaining from voting) (i) determined that the Arrangement is fair to the Public Shareholders and is in the best interests of the Corporation, (ii) approved the Arrangement and the execution and performance of the Arrangement Agreement and (iii) resolved to recommend to the Public Shareholders that they vote their Common Shares in favour of the Arrangement.”

is hereby deleted in its entirety and replaced with the following:

“Based on, among other things, the unanimous recommendation of the Special Committee, the Board unanimously (with the Gerdau Designees declaring their interest in the Arrangement and abstaining from voting) (i) determined that the Arrangement is fair to the Public Shareholders and unaffiliated Shareholders and is in the best interests of the Corporation, (ii) approved the Arrangement and the execution and performance of the Arrangement Agreement and (iii) resolved to recommend to the Public Shareholders that they vote their Common Shares in favour of the Arrangement.”

Position of the Special Committee as to Fairness of the Arrangement

The first sentence of the sixth full paragraph on page 16 of the Circular under the heading “Position of the Special Committee as to Fairness of the Arrangement” which reads:

“In reaching its conclusion that the Arrangement is substantively fair to the Public Shareholders and the Arrangement is in the best interests of the Corporation, the Special Committee considered and relied upon a number of factors, including those listed above under “Position of the Special Committee as to Fairness of the Proposal”.”

is hereby deleted in its entirety and replaced with the following:

“In reaching its conclusion that the Arrangement is substantively fair to the Public Shareholders and unaffiliated Shareholders and the Arrangement is in the best interests of the Corporation, the Special Committee considered and relied upon a number of factors, including those listed above under “Position of the Special Committee as to Fairness of the Proposal”.”

The first sentence of the seventh full paragraph on page 16 of the Circular under the heading “Position of the Special Committee as to Fairness of the Arrangement” which reads:

“The Special Committee believes the Arrangement is procedurally fair to the Public Shareholders for the reasons listed above under “Position of the Special Committee as to Fairness of the Proposal” and the following reasons:”

is hereby deleted in its entirety and replaced with the following:

“The Special Committee believes the Arrangement is procedurally fair to the Public Shareholders and unaffiliated Shareholders for the reasons listed above under “Position of the Special Committee as to Fairness of the Proposal” and the following reasons:”

Recommendation of the Special Committee

The first full paragraph on page 17 of the Circular under the heading “Recommendation of the Special Committee” which reads:

“Having received the Valuation and Fairness Opinion, the Special Committee, after consultation with its financial and legal advisors, has determined unanimously that the Arrangement is fair to the Public Shareholders and is in the best interests of the Corporation and has unanimously recommended that the Board approve the Arrangement and recommend to the Public Shareholders that they vote their Common Shares in favour of the Arrangement.”

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is hereby deleted in its entirety and replaced with the following:

“Having received the Valuation and Fairness Opinion, the Special Committee, after consultation with its financial and legal advisors, has determined unanimously that the Arrangement is fair to the Public Shareholders and unaffiliated Shareholders and is in the best interests of the Corporation and has unanimously recommended that the Board approve the Arrangement and recommend to the Public Shareholders that they vote their Common Shares in favour of the Arrangement.”

Recommendation of the Board

The first sentence of the second full paragraph on page 17 of the Circular under the heading “Recommendation of the Board” which reads:

“On June 29, 2010, the Board, having received the recommendation of the Special Committee and after consultation with its legal advisors, unanimously (with the Gerdau Designees declaring their interests in the Arrangement and abstaining from voting) (i) determined that the Arrangement is fair to the Public Shareholders and is in the best interests of the Corporation and (ii) approved the Arrangement and the execution and performance of the Arrangement Agreement.”

is hereby deleted in its entirety and replaced with the following:

“On June 29, 2010, the Board, having received the recommendation of the Special Committee and after consultation with its legal advisors, unanimously (with the Gerdau Designees declaring their interests in the Arrangement and abstaining from voting) (i) determined that the Arrangement is fair to the Public Shareholders and unaffiliated Shareholders and is in the best interests of the Corporation and (ii) approved the Arrangement and the execution and performance of the Arrangement Agreement.”

The first sentence of the third full paragraph on page 17 of the Circular under the heading “Recommendation of the Board” which reads:

“In adopting the Special Committee’s recommendations and concluding that the Arrangement is fair to the Public Shareholders and that the Arrangement is in the best interests of the Corporation, the Board considered and relied upon the same factors and considerations that the Special Committee relied upon, as described above, and adopted the Special Committee’s analyses in their entirety.”

is hereby deleted in its entirety and replaced with the following:

“In adopting the Special Committee’s recommendations and concluding that the Arrangement is fair to the Public Shareholders and unaffiliated Shareholders and that the Arrangement is in the best interests of the Corporation, the Board considered and relied upon the same factors and considerations that the Special Committee relied upon, as described above, and adopted the Special Committee’s analyses in their entirety.”

Position of the Acquiror and Gerdau S.A. Regarding Fairness of the Arrangement

The Circular is hereby amended by deleting the reference to the heading “Position of the Acquiror and Gerdau S.A. Regarding Fairness of the Arrangement” on page v of the table of contents and replacing such reference with a reference to the heading “Position of the Acquiror, Gerdau S.A. and the Gerdau Designees Regarding Fairness of the Arrangement”. The heading “Position of the Acquiror and Gerdau S.A. Regarding Fairness of the Arrangement” on page 18 of the Circular is hereby deleted and replaced with the heading “Position of the Acquiror, Gerdau S.A. and the Gerdau Designees Regarding Fairness of the Arrangement”.

The information contained in the section “Position of the Acquiror and Gerdau S.A. Regarding Fairness of the Arrangement” on page 18 of the Circular which reads:

“Under SEC rules, the Acquiror and Gerdau S.A. may be required to provide certain information regarding their positions as to fairness of the Arrangement to the Public Shareholders. The Acquiror and Gerdau S.A. are making the statements included in this section solely for purposes of complying with the requirements of these rules. Their views as to the fairness of the Arrangement should not be construed as a recommendation to any Shareholder as to how that Shareholder should vote on the proposal to approve the Arrangement.

The boards of directors of the Acquiror and Gerdau S.A. believe that the Acquisition Price is fair to the Public Shareholders. In reaching this conclusion, the Acquiror and Gerdau S.A. noted the conclusions in the Valuation and Fairness Opinion delivered to the Special Committee, the recommendations of the Special Committee and the Board and the factors considered by, and the analyses and conclusions made by, the Special Committee and the Board and expressly adopted these factors, analyses and conclusions. See also “Position of the Special Committee as to Fairness of the Proposal”.”

is hereby deleted in its entirety and replaced with the following:

“Under SEC rules, the Acquiror, Gerdau S.A. and the Gerdau Designees are required to provide certain information regarding their positions as to fairness of the Arrangement to the unaffiliated security holders. The Acquiror, Gerdau S.A. and the Gerdau Designees are making the statements included in this section solely for purposes of complying with the requirements of these rules. Their views as to the fairness of the Arrangement should not be construed as a recommendation to any Shareholder as to how that Shareholder should vote on the proposal to approve the Arrangement.

The boards of directors of the Acquiror and Gerdau S.A. and the Gerdau Designees believe that the Acquisition Price is fair to the Public Shareholders and to the unaffiliated Shareholders. In reaching this conclusion, the Acquiror, Gerdau S.A. and the Gerdau Designees noted the conclusions in the Valuation and Fairness Opinion delivered to the Special Committee, the recommendations of the Special Committee and the Board and the factors considered by, and the analyses and conclusions made by, the Special Committee and the Board and expressly adopted these factors, analyses and conclusions. See also “Position of the Special Committee as to Fairness of the Proposal.”

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Certain Effects of the Arrangement

The Circular is amended and supplemented by adding after the third full paragraph beginning on page 18 of the Circular under the heading “Certain Effects of the Arrangement” the following:

“Upon completion of the Arrangement, each of the Acquiror’s and Gerdau S.A.’s interest in the earnings and net book value of Gerdau Ameristeel as of June 30, 2010 would increase from 66% to 100%, which, in each case, represents an increase of approximately $23.7 million and approximately $1.4 billion, respectively. For reporting purposes under International Financial Reporting Standards, Gerdau S.A. currently already consolidates 100% of Gerdau Ameristeel and records a minority interest. Accordingly, the Acquiror and its shareholders will be the beneficiaries of any future increases in the value of Gerdau Ameristeel and will bear the entire risk of all losses incurred in the operation of, and all decreases in the value of, Gerdau Ameristeel. Public Shareholders will no longer have an equity interest in Gerdau Ameristeel and will therefore cease to benefit from, and bear any of the risks incident to, ownership of an equity interest in Gerdau Ameristeel.”

Valuation Methods

The Circular is amended and supplemented by adding after the second paragraph on page 21 of the Circular under the heading “Valuation Methods” the following:

Management of the Corporation provided certain projections to RBC for purposes of assisting RBC in preparing the Valuation and Fairness Opinion. The projections reviewed by RBC were as follows: (i) the unaudited projected financial statements for the Corporation on a consolidated basis and segmented by operating segment prepared by management of the Corporation for the years ending December 31, 2010 through 2012 (the “Consolidated Projections”); (ii) the internal management budget of Gallatin Steel Company (“Gallatin”) for the year ending December 31, 2010 (the “Gallatin 2010 Budget”); and (iii) the unaudited projected financial statements of Gallatin, prepared by management of Gallatin, for the years ending December 31, 2011 and 2012 (the “Gallatin 2011 and 2012 Projections”) (the Consolidated Projections, the Gallatin 2010 Budget and the Gallatin 2011 and 2012 Projections are collectively referred to as the “Projections”). Gallatin is a 50% owned joint venture of the Corporation and a third party. The Consolidated Projections include the proportionate joint venture earnings from Gallatin based generally on the information from the Gallatin 2010 Budget and the Gallatin 2011 and 2012 Projections (as well as the Corporation’s proportionate joint venture earnings/losses from other joint ventures)). Copies of the Projections are set out as Exhibit H to this Circular. Management of the Corporation also discussed selected financial information with RBC that resulted in the verbal update of certain aspects of the Projections.

Management of the Corporation was responsible for preparing the Consolidated Projections, under the supervision of Ms. Barbara Smith, Vice President, Finance and Chief Financial Officer of the Corporation. The Consolidated Projections were prepared during the fourth quarter of 2009 and were finalized and provided to the Board early during the first quarter of 2010 for review and approval. Mr. Mario Longhi, President and Chief Executive Officer of the Corporation, reviewed and approved the Consolidated Projections. The Gallatin 2010 Budget and the Gallatin 2011 and 2012 Projections were prepared by Gallatin.

The material aspects of the Projections that were reviewed and relied upon to some extent by RBC in its preparation of the Valuation and Fairness Opinion consisted of shipments, revenue, EBITDA, capital expenditures, changes in non-cash working capital and pension cash contribution for the years ending December 31, 2010 through December 31, 2012. This material information from the Projections is set out below. The Projections were generally reviewed and relied upon to some extent by RBC in its preparation of the Valuation and Fairness Opinion.

The Corporation does not as a matter of course make public projections as to future sales, earnings, or other results. However, the management of the Corporation has prepared the projections set forth below and in Exhibit H to this Circular to present the data relied upon by RBC in its preparation of the Valuation and Fairness Opinion. The accompanying projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to projections, but, in the view of the Corporation’s management, were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and present to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Corporation. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this Circular are cautioned not to place undue reliance on the projections.

Neither the Corporation’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projections.

The Corporation’s key business and economic assumptions underlying the projections set forth below and in Exhibit H to this Circular include assumptions regarding the following:

U.S. Forecasts Indicator	Unit		2010		2011		2012
GDP		%		2.3		2.8		3.6
Exchange Rate (average)	C$/US			1.07		1.08		1.08
Exchange Rate (average)*	US$/€			1.40		1.43		1.45
Inflation (year end)		%		1.90		2.45		2.30
Interest Rate (Fed Funds)		%		1.00		2.50		3.00

* Source: Sidenor

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Global GDP Forecasts	Unit		2010		2011		2012
World		%		2.5		4.3		4.8
Latin America*		%		2.1		3.9		4.5
Europe Union		%		-0.1		1.7		2.4
Middle East		%		3.7		4.2		4.4
Developed Asia		%		1.4		4.4		4.8
Developing Asia		%		7.0		8.3		8.9

* Excludes Brazil.

Other Forecasts	2010			2011			2012
World Production (million mt)		1,280			1,374			1,486
Installed Capacity (million mt)		1,895			1,958			2,043
Capacity Utilization Rate		67.5	%		70.2	%		72.7	%
World Demand (million mt)		1,201			1,289			1,394

However, assumptions and estimates underlying the projections are inherently uncertain and, though considered reasonable by the management of the Corporation as of the date of their preparation, are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections, including, among others, risks and uncertainties set out in the “Risks and Uncertainties” section of the Corporation’s annual information form for the year ended December 31, 2009 and the Corporation’s management’s discussion and analysis as at and for the three months ended March 31, 2010 and March 31, 2009, which are incorporated by reference herein. Accordingly, there can be no assurance that the projections are indicative of the future performance of the Corporation or that actual results will not differ materially from those presented in the projections.

The Corporation does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations. Accordingly, the Corporation does not intend to update or otherwise revise the projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, the Corporation does not intend to update or revise the projections to reflect changes in general economic or industry conditions.

The inclusion in this Circular of the projections in the table below and in Exhibit H to this Circular should not be regarded by any Shareholder as an indication that these projections will be predictive of actual future results, and these projections should not be relied upon as such. Neither the Corporation nor any of its respective representatives has made or makes any representation to any Shareholder regarding these projections.

	2010P(1)		2011P		2012P
Shipments (in K tons)		6,502		7,160		7,924
Revenue (in $M)		4,975		5,967		6,713
EBITDA		450		1,091		1,357
Capital Expenditures		175		200		201
Changes in Non-Cash Working Capital		234		112		152
Pension Cash Contribution		71		71		71

(1) These numbers are for January 1, 2010 to December 31, 2010. The numbers reflected in the RBC Base Case in the Valuation and Fairness Opinion cover the period from June 1, 2010 to December 31, 2010.

In considering the projections in the chart set out above and in Exhibit H to this Circular, RBC, in the exercise of its professional judgment and based on discussions with management, has made certain adjustments to such projections for purposes of developing projected future cash flows for its DCF approach (i.e. its 5-year base case scenario (the “RBC Base Case”)). Based on first quarter results (three months ended March 31, 2010) which were materially higher than the Projections, and management’s expectation that this trend will continue, RBC increased expected EBITDA for the year ending December 31, 2010 in the Projections by $157.2 million (to $607.3 million), primarily as a result of increased product shipments in the mini-mill business unit and lower than projected manufacturing costs. RBC accepted the assumptions under the Projections for the years ending December 31, 2011 and 2012, except for working capital levels which were adjusted after discussions with management of the Corporation.

In completing its DCF analysis, RBC did not rely on any single series of projected cash flows but performed a variety of sensitivity analyses using the RBC Base Case free cash flows. Variables sensitized included tons shipped, metal spreads, manufacturing costs, margins, capital expenditures and working capital levels, discount rates and terminal value assumptions. The results of these sensitivity analyses are reflected in RBC’s judgment as to the appropriate values resulting from the DCF approach.

For more information, see the Valuation and Fairness Opinion attached as Appendix E to this Circular, “Valuation of the Shares — Discounted Cash Flow Analysis”.”

The Circular is amended and supplemented by adding at the end of the section entitled “Valuation Methods” the following:

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“More specifically, the steel manufacturing industry in North America is subject to a general business cycle consistent with growth and recessionary periods in North America. The Transaction is occurring at the end of a recessionary period (i.e. the recession of late 2008 through 2009), while the precedent transactions considered by RBC occurred during growth periods (i.e. the growth period of 2005 through mid-2008).

The transactions considered by RBC (including the announcement dates) and the multiples paid in such transaction are set forth in the table below.

(US$ millions, unless otherwise noted)

					Enterprise		Enterprise		Enterprise
					Value /		Value /		Value /
Announce			Enterprise		LTM		Ton of		Tons
Date	Acquiror	Target	Value		EBITDA		Capacity		Shipped
Mini Mill
June 16, 2008	Arcelor Mittal	Bayou Steel Corp.	$	475		n/a		n/a	$	931
May 20, 2008	Severstal International	Esmark Inc.	$	1,006	nmf		$	402	$	950
March 14, 2008	Evraz Group S.A.	IPSCO (N.A. Tubular Assets)	$	4,025		9.6x	$	1,660	$	2,683
December 9, 2007	Evraz Group S.A.	Claymont Steel Holdings, Inc.	$	573		8.3x	$	1,155	$	1,348
July 10, 2007	Gerdau Ameristeel	Chaparral Steel Company	$	4,003		8.6x	$	1,483	$	1,763
May 3, 2007	SSAB Svenskt	IPSCO Inc.	$	8,213		8.0x	$	1,910	$	1,985
November 20, 2006	Evraz Group	Oregon Steel Mills	$	2,310		7.2x	$	1,216	$	1,423
October 18, 2005	Steel Dynamics	Roanoke Electric Steel	$	281		3.4x	$	375	$	375
Mean						7.5x	$	1,171	$	1,432
Median						8.1x	$	1,216	$	1,385	”

Fairness Opinion

The Circular is amended and supplemented by inserting before the first full paragraph on page 22 of the Circular under the heading “Fairness Opinion” the following:

“RBC’s review of other transactions in the Canadian equity market where controlling shareholders successfully acquired publicly traded minority interests identified 38 such transactions with an implied en bloc value over $250 million since January 2000. Success was defined as acquiring at least one-half of the minority shares outstanding at the time of the transaction. Defining the premium for this purpose as the amount by which the value per share offered under the relevant transaction exceeded the closing price of the shares on the principal trading exchange on the day immediately prior to announcement of the transaction resulted in premiums as follows:

Highest	Lowest	Mean	Median
60%	(5%)	23%	22%

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The range of premiums paid in the above transactions is very wide. Although every transaction has its own particular circumstances and direct comparison of any single transaction to the Transaction is difficult, RBC believes that the 38 transactions reviewed, in the aggregate, provide a useful comparison benchmark.

Details of the 38 transactions reviewed are as follows:

Date of Announcement	Target/Purchaser	Premium
July 29, 2008	Fording / Teck Cominco	12%
March 18, 2008	Royal Utilities Income Fund / Sherritt International Corp.	22%
March 4, 2008	Spectra Energy Income Fund / Westcoast Energy Inc	14%
June 29, 2007	CCS Income Trust / David Werklund & Investor Group	21%
May 25, 2007	CanWest Media Works / CanWest Global Comm.	7%
April 26, 2007	Sobeys / Empire Corporation	53%
February 26, 2007	St. Lawrence Cement / Holcim Group	12%
November 6, 2006	Four Seasons / Kingdom Hotels, Triples Holdings & Cascade Inv.	28%
October 23, 2006	Shell Canada / Royal Dutch	22%
October 11, 2006	Bell Nordiq / Bell Aliant	6%
May 29, 2006	Mexgold Resources / Gammon Lake Resources	17%
November 21, 2005	Bolivar / Gold Fields	26%
March 9, 2005	Falconbridge / Noranda	10%
November 11, 2004	Rogers Wireless / Rogers Communications	16%
October 25, 2004	Decoma International Inc/Magna Intl.	27%
October 25, 2004	Tesma International Inc/Magna Intl.	28%
October 25, 2004	Intier Automotive Inc/Magna Intl.	31%
August 29, 2003	Cara Operations / Cara Holdings Ltd (Phelan Family)	36%
March 19, 2003	DuPont Canada / Dupont EI de Nemours & Co.	22%
March 26, 2002	Trilon Financial / Brascan Corporation	3%

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Date of Announcement	Target/Purchaser	Premium
August 21, 2001	Oxford Properties / OMERS	25%
June 12, 2001	Rogers Wireless / Rogers Communications	24%
April 30, 2001	Cominco / Teck	16%
February 2, 2001	BAE Systems Canada / Investor Group	7%
January 12, 2001	Bentall / SITQ (Caisse)	17%
December 15, 2000	Labrador Iron Ore Royalty / Rio Tinto	24%
December 12, 2000	Great Lakes Power Inc. / Brascan Corp.	-5%
October 27, 2000	Crown Life / Haro Financial and Extendicare	23%
September 22, 2000	Trimac / McCaig Family	17%
August 25, 2000	Equisure Financial Network / ING Groep NV	43%
August 11, 2000	AEC Pipelines / Alberta Energy	31%
August 2, 2000	Desjardins Laurentian Financial Corp / La Confederation	40%
July 24, 2000	Gentra / Brookfield	11%
July 14, 2000	Canadian Satellite Communications / Shaw	18%
May 25, 2000	Cambridge Shopping Centres / Ivanhoe III	21%
April 10, 2000	Northrock Resources / Unocal	60%
April 7, 2000	Monarch Development / Taylor Woodrow	50%
February 15, 2000	Teleglobe / BCE	20%”

Selected Financial Information

The Circular is amended and supplemented by inserting after the first full paragraph on page 41 of the Circular under the heading “Selected Financial Information” the following:

“The following tables set forth certain selected consolidated financial information for the Corporation prepared in accordance with U.S. GAAP. The information as at and for each of the years ended December 31, 2008 and 2009 has been derived from the audited annual consolidated financial statements of the Corporation, which are included in the Corporation’s Annual Reports on Form 40-F for the year ended December 31, 2009, filed

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with the SEC on March 29, 2010, and which is incorporated by reference herein. The information as at and for the three months ended March 31, 2010 has been derived from the unaudited interim consolidated financial statements of the Corporation, which are included the Corporation’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on May 7, 2010, and which is incorporated by reference herein. The information presented below is only a summary and should be read in conjunction with the relevant financial statements of the Corporation, including the notes thereto.

The Corporation’s audited annual financial information below were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The Corporation’s unaudited interim financial information below were prepared in accordance with International Financial Reporting Standards (“IFRS”) and is subject to Canadian auditing and auditor independence standards. The Corporation adopted IFRS, as issued by the International Accounting Standards Board, as of January 1, 2010. The Corporation’s financial statements prepared in accordance with IFRS may not be comparable to financial statements of U.S. companies. Information regarding the significant differences between the previous historical US GAAP accounting policies and the current IFRS accounting policies applied by the Corporation is contained in the notes to our unaudited interim financial statements for the three months ended March 31, 2010, which is incorporated by reference herein. Our unaudited interim financial statements for the three months ended March 31, 2010 do not contain a reconciliation of financial information from U.S. GAAP to IFRS.

Consolidated Balance Sheets
(US$ in thousands)

	December 31,			December 31,
	2009			2008
ASSETS
Current Assets	$	2,074,562		$	2,731,265
Non-current Assets		4,292,403			4,538,790
TOTAL ASSETS	$	6,366,965		$	7,270,055
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities	$	385,324		$	478,417
Noncurrent Liabilities		3,110,706			3,858,146
TOTAL LIABILITIES		3,496,030			4,336,563
Shareholders’ Equity
Capital stock		2,554,110			2,552,323
Retained earnings		352,825			523,187
Accumulated other comprehensive loss		(65,898	)		(178,636	)
Total Corporation & Subsidiaries Shareholders’ Equity		2,841,037			2,896,874
Noncontrolling interest		29,898			36,618
TOTAL SHAREHOLDERS’ EQUITY		2,870,935			2,933,492
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	6,366,965		$	7,270,055

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Consolidated Statements of Earnings
(US$ in thousands, except earnings per share data)

	Year Ended December 31,
	2009			2008
NET SALES	$	4,195,723		$	8,528,480
OPERATING EXPENSES		4,282,161			8,661,568
LOSS FROM OPERATIONS		(86,438	)		(133,088	)
NET LOSS	$	(164,273	)	$	(575,455	)
Less: Net (loss) income attributable to noncontrolling interest		(2,557	)		11,952
NET LOSS ATTRIBUTABLE TO THE CORPORATION & SUBSIDIARIES	$	(161,716	)	$	(587,407	)
EARNINGS PER SHARE ATTRIBUTABLE TO THE CORPORATION & SUBSIDIARIES
Loss per common share — basic	$	(0.37	)	$	(1.36	)
Loss per common share — diluted	$	(0.37	)	$	(1.36	)

Consolidated Statements of Comprehensive Loss
(US$ in thousands)

	Year Ended December 31,
	2009			2008
Net loss	$	(164,273	)	$	(575,455	)
TOTAL COMPREHENSIVE LOSS	$	(51,535	)	$	(818,387	)
Total comprehensive loss attributable to:
— Noncontrolling interest		—			—

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Consolidated Statements of Cash Flows
(US$ in thousands)

	Year Ended December 31,
	2009			2008
OPERATING ACTIVITIES
Net loss	$	(164,273	)	$	(575,455	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		754,020			767,992
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		120,940			(656,258	)
NET CASH USED IN FINANCING ACTIVITIES		(751,844	)		(148,225	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		148,758			(64,827	)
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	631,293		$	482,535

Condensed Consolidated Balance Sheets
(US$ in thousands)
(Unaudited)

	March 31,		December 31,
	2010		2009
ASSETS
Current Assets	$	2,233,632	$	2,053,820
Non-current assets		4,235,125		4,263,319
TOTAL ASSETS	$	6,468,757	$	6,317,139
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	497,006	$	392,912
Non-current liabilities		3,097,111		3,079,766
TOTAL LIABILITIES		3,594,117		3,472,678
Shareholders’ equity
Capital		2,536,839		2,535,883
Retained earnings		212,306		187,105
Other comprehensive income		98,915		94,893
Equity attributable to equity holders of the Corporation		2,848,060		2,817,881
Equity attributable to noncontrolling interest		26,580		26,580
TOTAL SHAREHOLDERS’ EQUITY		2,874,640		2,844,461
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	6,468,757	$	6,317,139

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Condensed Consolidated Statements Of Operations
(US$ in thousands, except earnings per share data)
(Unaudited)

	Three Months Ended
	March 31, 2010			March 31, 2009
NET SALES	$	1,137,725		$	1,037,699
GROSS PROFIT		105,897			47,920
OPERATING EXPENSES		58,287			64,807
INCOME (LOSS) FROM OPERATIONS		47,610			(16,887	)
NET INCOME (LOSS)		24,178			(33,452	)
NET INCOME (LOSS) ATTRIBUTABLE TO:
Equity holders of the Corporation		25,201			(31,480	)
Noncontrolling interest		(1,023	)		(1,972	)
EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE CORPORATION
Basic earnings (loss) per share	$	0.06		$	(0.07	)
Diluted earnings (loss) per share	$	0.06		$	(0.07	)

Consolidated Statements of Comprehensive Loss
(US$ in thousands)
(Unaudited)

	Three Months Ended March 31,
	2010			2009
NET INCOME (LOSS)	$	24,178		$	(33,452	)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	28,200		$	(39,432	)
Total comprehensive income attributable to:
— Equity holders of the company	$	29,223		$	(37,460	)
— Noncontrolling interest		(1,023	)		(1,972	)

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Consolidated Statements of Cash Flows
(US$ in thousands)
(Unaudited)

	Three Months Ended
	March 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	24,178		$	(33,452	)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(58,486	)		231,897
NET CASH USED IN INVESTING ACTIVITIES		(144,524	)		(159,096	)
NET CASH USED IN FINANCING ACTIVITIES		(6,835	)		(14,771	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(201,492	)		53,064
CASH AND CASH EQUIVALENTS END OF PERIOD	$	429,801		$	535,599

The following table sets forth the ratio of earnings to fixed charges and the book value per common share of the Corporation for the periods indicated below.

	Three
	Months
	Ended		Year ended
	March 31, 2010		December 31, 2009			December 31, 2008
Ratio of Earnings to Fixed Charges		1.65		(0.49	)		(0.60	)
Deficiency of Earnings required to get ratio to 1:1 (in thousands)		—	US$	276,477		US$	306,954

	As at	As at	As at
	March 31, 2010	December 31, 2009	December 31,2008
Book Value per Common Share (basic)	Cdn.$6.62	Cdn.$6.56	Cdn.$6.69”

Source of Funds

The Circular is amended and supplemented by inserting after the first full paragraph on page 47 of the Circular under the heading “Source of Funds” the following:

“Gerdau S.A. will obtain $700,000,000 in bridge financing from JPMorgan Chase Bank, N.A. The loan will mature on December 12, 2010. The borrower under the facility will be Gerdau Steel North America Inc. and Gerdau S.A., Gerdau Açominas S.A., Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Comercial de Aços S.A. will

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serve as guarantors. The facility will rank as senior unsecured debt. The interest rate will be one (1) month London Interbank Offered Rate (LIBOR) plus 110 basis points per annum payable monthly. In addition to the bridge financing described above, as of June 30, 2010, Gerdau S.A. held cash and cash equivalents of $2.4 billion that will finance any funding requirements for the Plan of Arrangement.”

Litigation

The information contained under the heading “Litigation” on page 48 of the Circular which reads:

“On June 11, 2010, a proposed class action (the “Claim”) was commenced against the Corporation, its directors, Gerdau S.A. and the Acquiror in the Circuit Court of the Thirteenth Judicial Court in Hillsborough County, Florida. In the Claim, the plaintiff, who states that he is a shareholder of the Corporation, seeks, among other things, an injunction to prevent the consummation of the Arrangement and rescission of the Arrangement. The defendants believe the Claim to be without merit and they intend to defend it vigorously.”

is hereby deleted in its entirety and replaced with the following:

“On June 11, 2010, a proposed class action (the “Claim”) was commenced against the Corporation, its directors, Gerdau S.A. and the Acquiror in the Circuit Court of the Thirteenth Judicial Court in Hillsborough County, Florida (the “Florida State Court”). In the Claim, the plaintiff, who stated that he was a shareholder of the Corporation, sought, among other things, an injunction to prevent the consummation of the Arrangement and rescission of the Arrangement.

On July 23, 2010, the Florida State Court granted Gerdau Ameristeel’s motion to abstain or to stay the Claim, abstained from accepting jurisdiction over the Claim and dismissed the Claim.”

Frequently Asked Questions About the Arrangement

The answer to the fourth question on page 50 of the Circular under the heading “FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT” which reads:

“In reaching their conclusion that the Arrangement is fair to the Public Shareholders, and that the Arrangement is in the best interests of Gerdau Ameristeel, the Special Committee and the Board considered and relied upon a number of factors, including those described under the headings “Information Regarding the Arrangement—Position of the Special Committee as to Fairness of the Proposal” and “Information Regarding the Arrangement—Position of the Special Committee as to the Fairness of the Arrangement”.”

is hereby deleted in its entirety and replaced with the following:

“In reaching their conclusion that the Arrangement is fair to the Public Shareholders and unaffiliated Shareholders, and that the Arrangement is in the best interests of Gerdau Ameristeel, the Special Committee and the Board considered and relied upon a number of factors, including those described under the headings “Information Regarding the Arrangement—Position of the Special Committee as to Fairness of the Proposal” and “Information Regarding the Arrangement—Position of the Special Committee as to the Fairness of the Arrangement”.”

Definition of Public Shareholders

The definition of “Public Shareholders” under the heading “GLOSSARY OF KEY TERMS” on page 56 of the Circular which reads:

““Public Shareholders” means the holders of the Common Shares other than Gerdau S.A. and its subsidiaries (including the Acquiror and the Corporation) and any other person who holds Common Shares in respect of which votes are required to be excluded under Section 8.1(2) of MI 61-101 for the purposes of determining minority approval for the Arrangement.”

is hereby deleted in its entirety and replaced with the following:

““Public Shareholders” means the unaffiliated holders of the Common Shares which are those holders of the Common Shares other than (i) Gerdau S.A. and its subsidiaries (including the Acquiror and the Corporation), (ii) the officers and directors of Gerdau S.A. and the Acquiror, (iii) the officers and directors of the Corporation that are also officers and/or directors of Gerdau S.A. and/or the Acquiror and (iv) any other person who holds Common Shares in respect of which votes are required to be excluded under Section 8.1(2) of MI 61-101 for the purposes of determining minority approval for the Arrangement.”

APPROVAL AND CERTIFICATE

          The contents and distribution of this Supplemental Information Statement have been approved by the board of directors of Gerdau Ameristeel Corporation.

DATED at Tampa, Florida on August 13, 2010.

/s/  ROBERT E. LEWIS

ROBERT E. LEWIS
Vice President, General Counsel and Corporate Secretary

EXHIBIT H

PROJECTIONS

The Corporation does not as a matter of course make public projections as to future sales, earnings, or other results. However, the management of the Corporation has prepared the projections set forth below to present the data relied upon by RBC in its preparation of the Valuation and Fairness Opinion. The accompanying projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to projections, but, in the view of the Corporation’s management, were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and present, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Corporation. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this Circular are cautioned not to place undue reliance on the projections.

Neither the Corporation’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projections.

Any assumptions and estimates underlying the projections are inherently uncertain and, though considered reasonable by the management of the Corporation as of the date of their preparation, are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections, including, among others, risks and uncertainties set out in the “Risks and Uncertainties” section of the Corporation’s annual information form for the year ended December 31, 2009 and the Corporation’s management’s discussion and analysis as at and for the three months ended March 31, 2010 and March 31, 2009, which are incorporated by reference herein. Accordingly, there can be no assurance that the projections are indicative of the future performance of the Corporation or that actual results will not differ materially from those presented in the projections.

The Corporation does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations. Accordingly, the Corporation does not intend to update or otherwise revise the projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, the Corporation does not intend to update or revise the projections to reflect changes in general economic or industry conditions.

The inclusion of this Exhibit H in the Circular should not be regarded by any Shareholder as an indication that these projections will be predictive of actual future results, and these projections should not be relied upon as such. Neither the Corporation nor any of its respective representatives has made or makes any representation to any Shareholder regarding these projections.

Gerdau Ameristeel Corporation
Statements of Operations
(US$ in thousands)

	Years Ending December 31,
	2010			2011			2012
Net Sales:
Finished Goods		4,090,948			5,020,006			5,732,339
Billets Internal		0			0			0
Billets External		179,397			167,868			176,504
Other		704,595			778,643			804,159
Total		4,974,940			5,966,517			6,713,002
Cost of sales:
Finished Goods		3,472,237			3,890,865			4,377,559
Billets Internal		(11,448	)		(8,095	)		(9,098	)
Billets External		176,324			130,690			138,216
Other		804,236			820,086			839,499
Warehouse expenses		75,817			75,124			76,703
Total cost of sales		4,517,166			4,908,670			5,422,879
Operating expenses:
Mill sales expense allocation		91,745			94,489			97,280
Corporate G&A allocation		147,571			154,827			162,036
Other		73,214			73,090			73,516
Total operating expenses		312,530			322,406			332,832
Operating income		145,244			735,441			957,291
Operating income %		3%			12%			14%
Other Expenses:
Interest expense		126,664			119,689			161,582
Deferred financing expense		13,692			13,692			11,304
Other Income and Exp (including Joint Venture earnings)		(14,477	)		(60,970	)		(91,520	)
Total Other expenses		125,879			72,411			81,366
Income before taxes		19,365			663,030			875,925
Provision for income taxes		(16,642	)		221,951			302,851
Minority Earnings		631			3,851			5,373
Net income		35,376			437,228			567,701
EBITDA		450,052			1,091,032			1,356,720
Shipment Volume (in thousands)		6,502			7,160			7,924

Gerdau Ameristeel Corporation
Consolidated Balance Sheets
(US$ in thousands)

	December 31,			December 31,			December 31,
	2010			2011			2012
ASSETS
CURRENT ASSETS
Cash and cash equivalents		536,585			1,025,552			1,375,880
Accounts receivable, net		559,977			671,589			755,613
Inventories		974,635			1,059,107			1,170,054
Deferred tax assets and recoverable taxes		43,064			43,064			43,064
Other current assets		27,329			27,329			27,329
TOTAL CURRENT ASSETS		2,141,590			2,826,641			3,371,940
PROPERTY, PLANT AND EQUIPMENT
Fixed assets at cost		2,795,317			3,129,521			3,394,624
Less accumulated depreciation		(1,222,844	)		(1,533,918	)		(1,778,288	)
NET PROPERTY, PLANT AND EQUIPMENT		1,572,473			1,595,603			1,616,336
INVESTMENTS		132,361			113,316			115,716
OTHER ASSETS		53,952			53,952			53,952
OTHER INTANGIBLE ASSETS		414,286			318,123			252,183
GOODWILL		1,962,098			1,962,098			1,962,098
DEFERRED FINANCING COSTS		21,668			1,700			396
DEFERRED TAX ASSETS		45			45			45
TOTAL ASSETS		6,298,473			6,871,478			7,372,666
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade accounts payable		292,646			318,010			351,323
Accrued salaries, wages and employee benefits		83,295			90,515			99,996
Other current liabilities		14,032			21,248			21,248
Current maturities of long-term borrowings		3,174			3,174			3,174
TOTAL CURRENT LIABILITIES		393,147			432,947			475,741
LONG-TERM BORROWINGS, LESS CURRENT PORTION		2,355,601			2,353,601			2,353,601
OTHER LIABILITIES		386,293			349,670			349,670
DEFERRED TAX LIABILITIES		281,449			445,862			445,862
Minority Interest		27,797			25,506			25,506
Shareholders Equity — Beginning		2,854,127			2,861,329			3,263,892
Net Income		2,948			437,228			567,701
Dividends		(2,889	)		(34,665	)		(109,307	)
TOTAL SHAREHOLDERS’ EQUITY		2,854,186			3,263,892			3,722,286
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		6,298,473			6,871,478			7,372,666

Gerdau Ameristeel Corporation
Select Cash Flow Items
(US$ in millions)

	Years Ending December 31,
	2010			2011			2012
Net Income		35			437			568
Cash and Equivalents		537			1,026			1,376
Cash Generation		(140	)		508			350
Cash Generation — Net Income		35			437			568
Cash Generation — Operating Working Capital		(234	)		(112	)		(152	)
Cash Generation — Other Current		12			0			(0	)
Cash Generation — Depreciation/Amortization		277			300			322
Cash Generation — Minority Cash Distribution		42			69			89
Cash Use — Pension		(71	)		(38	)		0
Cash Use — Capex		(144	)		(249	)		(265	)
Cash Use — Acquisitions		0			0			0
Cash Use — Debt Repayment/Issue		(4	)		0			0
Cash Use — Dividends		(3	)		(35	)		(109	)
Cash Use — Other		(19	)		134			(102	)
Operating Working Capital		1,210			1,322			1,474
Other Current Assets/Liabilities		46			46			46

Gallatin Steel Company*
2010 Budget
Statement of Operations
(US$ in thousands)

	Year Ending
	December 31,
	2010
Shipments (in thousands)		1,669
Net Sales		1,107,863
Cost of Sales		(981,414	)
Gross Margin		126,449
Overhead Expenses		(15,852	)
EBITDA		110,597
Interest Income		(984	)
Interest Expense		(1,289	)
Imputed Capitalized Interest		—
Adjustments		—
Depreciation		(35,987	)
Earnings Before Long Term Interest		72,337
Income Tax Expense		(16	)
Dividend Income		9,500
Capital Lease Interest		(1,700	)
Net Income (Loss)		80,121
Depreciation		35,987
Capital Lease Interest		1,700
Dividend Income		(9,500	)
Gain (Loss) on Disposals		—
Cash Flow From Operations		108,308
RETURN ON CAPITAL		33.27	%

* NOTE: The projections contained in the table above reflect the entire projected results of Gallatin, and were not adjusted to reflect the Corporation’s 50% interest in Gallatin.

Gallatin Steel Company*
Balance Sheet
2010 Budget
(US$ in thousands)

	December 31,
	2010
ASSETS
CURRENT ASSETS:
Cash		31,473
Accounts Receivable		99,268
Supplies and Consumable Inventory		13,824
Scrap Inventory		49,788
Hot Band Inventory		18,468
Prepaid Expenses		1,201
TOTAL CURRENT ASSETS		214,022
LAND		14,356
BUILDINGS AND EQUIPMENT		553,080
LESS ACCUMULATED DEPRECIATION		(460,626	)
NET PROPERTY. PLANT, AND EQUIPMENT		106,811
OTHER LONG TERM PREPAID EXPENSES		100
TOTAL ASSETS		320,933
LIABILITIES & EQUITY
CURRENT LIABILITIES:
Current Portion of Long Term Debt		159
Accounts Payable		65,693
Accrued Expenses		18,146
Accrued Interest		575
TOTAL CURRENT LIABILITIES		84,573
CAPITAL LEASES		17,000
LONG TERM DEBT		2,405
CAPITAL LEASES-OTHER		274
TOTAL LIABILITIES		104,252
PARTNERS’ EQUITY:
CAPITAL-Gerdau-Ameristeel		(50,000	)
CAPITAL-Dofasco		(50,000	)
TOTAL PARTNERS’ EQUITY		(100,000	)
RETAINED EARNINGS		316,681
TOTAL LIABILITIES & EQUITY		320,933

* NOTE: The projections contained in the table above reflect the entire projected results of Gallatin, and were not adjusted to reflect the Corporation’s 50% interest in Gallatin.

Gallatin Steel Company*
Cash Flow Statement
2010 Budget
(US$ in thousands)

	Year Ending
	December 31,
	2010
Cash From Operations
Net Income		80,120
Depreciation		36,151
Cash Earnings		116,271
Capital Expenditures		(17,503	)
Working Capital Changes
Accounts Receivable		(35,592	)
Inventory		(8,479	)
Prepaid Expenses		181
Other Long Term Prepaid Expenses		120
Accounts Payable		12,388
Accrued Expenses		4,497
Accrued Interest		(1	)
Total Working Capital Changes		(26,886	)
Scheduled Financing Activities
Net Payment From (To) Partners		(100,000	)
Industrial Revenue Principal		—
Other Principal		(136	)
Scheduled Financing Activities		(100,136	)
Total Funds (Used)		(28,254	)
BEGINNING CASH BALANCE		59,727
Total Funds Available		31,473
Bank Loan Borrowing (Repayment)		—
Ending Cash Balance		31,473

* NOTE: The projections contained in the table above reflect the entire projected results of Gallatin, and were not adjusted to reflect the Corporation’s 50% interest in Gallatin.

Gallatin Steel Company*
2011 and 2012 Forecast
Income Statement
(US$ in thousands)

	Years Ending December 31,
	2011			2012
Sales tons (in thousands)		1,600			1,700
Revenue		902,400			958,800
Cost of Sales		(816,000	)		(867,000	)
Gross Margin		86,400			91,800
Overheads		(14,000	)		(16,000	)
Misc Income		2,200			3,800
EBITDA		74,600			79,600
Depreciation		(36,000	)		(36,000	)
EBIT		38,600			43,600
Interest Expense		(4,200	)		(4,200	)
Tax Expense		(60	)		(60	)
Net Income		34,340			39,340

* NOTE: The projections contained in the table above reflect the entire projected results of Gallatin, and were not adjusted to reflect the Corporation’s 50% interest in Gallatin.

Gallatin Steel Company*
2011 and 2012 Forecast
Balance Sheets
(US$ in thousands)

	December 31,			December 31,
	2011			2012
Cash		0			0
Accounts Receivable		75,200			79,900
Inventory		81,600			86,700
Other Current Assets		4,036			4,036
Total Current Assets		160,836			170,636
Fixed Assets at Cost		573,660			603,662
Accumulated Depreciation		(496,600	)		(532,600	)
Net Fixed Assets		77,060			71,062
Other Assets		100			100
Total Assets		237,996			241,798
Accounts Payable		45,560			48,408
Accrued Liabilities		13,550			13,550
Current Debt		155			155
Total Current Liabilities		59,265			62,113
Long Term Debt		19,313			19,203
Other Liabilities		239			214
Partners Capital		159,180			160,268
Total Liabilities & Partners Capital		237,997			241,798

* NOTE: The projections contained in the table above reflect the entire projected results of Gallatin, and were not adjusted to reflect the Corporation’s 50% interest in Gallatin.

Gallatin Steel Company*
2011 and 2012 Forecast
Cash Flow Statement
(US$ in thousands)

	Years Ending December 31,
	2011			2012
Net Income		34,340			39,340
Depreciation		36,000			36,000
Capital Spending		(15,000	)		(30,000	)
Accounts Receivable		(406	)		(4,700	)
Inventory		(3,893	)		(5,100	)
Accounts Payable		2,174			2,848
Working Capital Change		(2,125	)		(6,952	)
Cash from Operations		53,215			38,388
Debt Payments		(110	)		(110	)
Distributions to Partners		(53,080	)		(38,253	)
Other Changes		(25	)		(25	)
Net Change In Cash		—			—
Beginning Cash Balance		0			0
Ending Cash Balance		0			0

* NOTE: The projections contained in the table above reflect the entire projected results of Gallatin, and were not adjusted to reflect the Corporation’s 50% interest in Gallatin.

EX-99.(C)(2)

Exhibit (c)(2)

Discussion with the Special Committee Project Selection May 10, 2010

Disclaimer This presentation was prepared exclusively for the benefit of and internal use by the recipient for the purpose of considering the transaction or transactions contemplated herein. This presentation is confidential and proprietary to RBC Capital Markets Corporation (“RBCCM”) and may not be disclosed, reproduced, distributed or used for any other purpose by the recipient without RBCCM’s express written consent. By acceptance of these materials, and notwithstanding any other express or implied agreement, arrangement, or understanding to the contrary, RBCCM, its affiliates and the recipient agree that the recipient (and its employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the tax treatment, structure or strategy of the transaction and any fact that may be relevant to understanding such treatment, structure or strategy, and all materials of any kind (including opinions or other tax analyses) that are provided to the recipient relating to such tax treatment, structure, or strategy. The information and any analyses contained in this presentation are taken from, or based upon, information obtained from the recipient or from publicly available sources, the completeness and accuracy of which has not been independently verified, and cannot be assured by RBCCM. The information and any analyses in these materials reflect prevailing conditions and RBCCM’s views as of this date, all of which are subject to change. To the extent projections and financial analyses are set forth herein, they may be based on estimated financial performance prepared by or in consultation with the recipient and are intended only to suggest reasonable ranges of results. The printed presentation is incomplete without reference to the oral presentation or other written materials that supplement it. Employees of RBCCM are expressly prohibited from directly or indirectly: (a) offering any company favorable research coverage as an inducement for the receipt of investment banking business; or (b) threatening to retaliate with adverse coverage or comments if such business is not awarded. All recommendations, ratings, price targets and opinions regarding a company are determined independently by RBCCM’s Research Department. IRS Circular 230 Disclosure: RBCCM and its affiliates do not provide tax advice and nothing contained herein should be construed as tax advice. Any discussion of U.S. tax matters contained herein (including any attachments) (i) was not intended or written to be used, and cannot be used, by you for the purpose of avoiding tax penalties; and (ii) was written in connection with the promotion or marketing of the matters addressed herein. Accordingly, you should seek advice based upon your particular circumstances from an independent tax advisor.

Table of Contents I. Background II. Overview of Goal and Assist III. Preliminary Financial Analysis Appendix A. Other Information

Background SECTION I

Situation Overview Background RBC understands that Goal (the “Controlling Shareholder”) is considering making a proposal to acquire all of the common shares (the “Shares”) of Assist (the “Company”) that it does not already own (the “Potential Transaction”) -Goal currently owns 66% of Assist’s outstanding Shares and 4 out of 11 directors of Assist are representatives of Goal -The Board of Assist has formed a committee of independent directors (the “Special Committee”) to supervise the preparation of a formal valuation of the Shares as required in accordance with Multilateral Instrument 61-101 (“MI 61-101”) The Special Committee has retained RBC to (i) prepare a formal valuation of the Shares (the “Valuation”) in accordance with MI 61-101 and RBC’s opinion (the “Fairness Opinion”) as to the fairness, from a financial point of view, of the consideration under the Potential Transaction to the holders of Shares other than Goal (the “Minority Shareholders”) (ii) to assist the Special Committee in discussions with Goal and its advisors with respect to the Potential Transaction, Gowlings is acting as counsel and Torys is acting as counsel to the Company and JP Morgan is advising Goal RBC has completed a significant amount of financial analysis regarding Assist, however -RBC has not reached any conclusions with respect to the Valuation or any of the assumptions expressed herein -RBC continues to process additional information from the Companyand is continuing to refine our analysis

Overview of Goal and Assist SECTION II

Assist Business Overview Assist operates a vertically integrated network of mini-mills, scrap recycling facilities, and downstream fabricating facilities -Second largest mini-mill steel producer and steel recycler in North America with annual capacity of over 12 million tons Offers product mix of merchant steel, rebar, structural shapes, fabricated steel, flat rolled steel, and wire rod Customers include steel service centres, steel fabricators and original equipment manufacturers Map of Operations 19 Strategically Located Mills 24 Scrap Operations 56 Downstream Operations Shipments by Product Type(1) Historical Financial Highlights US$ in millions unless otherwise indicated 2005A 2006A 2007A 2008A 2009A Net sales 3,897.1 4,464.2 5,806.6 8,528.5 4,195.7 Change % 14.6% 30.1% 46.9% -50.8% EBITDA 620.9 751.2 1,048.8 1,509.4 320.3 Margin % 15.9% 16.8% 18.1% 17.7% 7.6% Net Income / (Loss) 295.5 374.6 537.9 (575.5) (164.3) Diluted EPS $0.97 $1.23 $1.65 ($1.36) ($0.37) Change % 26.8% 34.1% (182.4%) (72.8%) Shipments (‘000 tons) 6,287 6,553 7,551 8,320 5,314 EBITDA / Shipped Ton $99 $115 $139 $181 $60 (1) Source: Company filings, excludes shipments made by joint ventures

Goal Business Overview Business Description Goal is a leading producer of long steel in the Americas and one of the largest suppliers of specialty long steel in the world Operations in the Americas, Europe, and Asia with annual capacity of over 20 million metric tons(2) of steel, of which mini-mills represent 75%, with 25% integrated 50% of Brazilian production is integrated Produces common long steel, specialty steel, and flat steel for the civil construction, industry, and farming sectors Largest recycler in Latin America and, globally, transforms approximately 16 million metric tons of scrap into steel annually Goal is 52% owned by the Gerdau Johannpeter family Historical Financial Statements(3) US$ in millions unless otherwise indicated 2005A 2006A 2007A 2008A 2009A Net sales 9,184.7 12,109.4 17,193.8 18,098.8 15,221.4 Change % 31.8% 42.0% 5.3% -15.9% EBITDA 2,150.7 2,644.4 3,562.8 4,276.0 2,250.6 Margin % 23.4% 21.8% 20.7% 23.6% 14.8% Net Income / (Loss) 1,193.0 1,659.4 1,993.8 1,701.8 643.5 Diluted EPS $0.90 $1.24 $1.49 $1.22 $0.45 Change % 37.9% 20.3% (18.2%) (63.0%) Shipments (‘000 tons) 14,176 16,413 18,915 21,151 15,418 EBITDA / Shipped Ton $152 $161 $188 $202 $146 (1) Includes afilates and joint ventures (2) Aproximately 22 million short tons (3) Convertd to US$ at average historical rates

Comparative Market Overview Assist (US$ million, unless otherwise stated) Market Statistics Share Price (US$) $7.43 52-Week High (US$) (1/14/2010) $9.66 52-Week Low (US $) (5/14/2009) $4.89 Basic Shares Outstanding (mm) 433.5 F.D. Shares Oustanding (mm)(1) 435.4 Capitalization Equity Market Value (2) 3,235 Add: Debt 2,376 Less: Cash & Investments (621) Add: Non-Controlling Interests 27 Enterprise Value 5,017 Trading Multiples (Analyst Consensus) EV / Ton of Capacity $418 EV / Ton Shipped $894 EV / EBITDA 2010E 8.0x 2011E 5.3x Price / Earnings 2010E 17.8x 2011E 7.8x Goal (US$ million, unless otherwise stated) Market Statistics Common Share Price (US$) $14.17 52-Week High (US$ ) (4/9/2010) $17.99 52-Week Low (US$ ) (5/14/2009) $7.88 Basic Shares Outstanding (mm) 494.9 F.D. Shares Oustanding (mm)(3) 496.6 Preferred Share Price (BRL) 26.10 52-Week High (BRL) (4/9/2010) 31.88 52-Week Low (BRL) (5/14/2009) 16.40 Preferred Share Price (US$)(4) $14.20 Shares Outstanding (mm) 925.5 Capitalization Equity Market Value (2) 20,180 Add: Debt(5) 8,324 Less: Cash & Investments (5) (2,763) Add: Non-Controlling Interests(5) 2,005 Enterprise Value 27,746 Trading Multiples (Analyst Consensus) EV / Ton of Capacity $1,259 EV / Ton Shipped $1,800 EV / EBITDA 2010E 8.5x 2011E 6.3x Price / Earnings 2010E 13.3x 2011E 8.7x (1)Based on 2.7m options outstanding at a weighted average strike price of US$2.06 (2)Based on fully-diluted shares outstanding using the treasury stock method (3)Based on 2.8m options outstanding at a weighted average strike price of R10.29 (4)Converted to US$ at 1.8380R/USD (May 7, 2010) (5)Converted to US$ at 1.7445R/USD (Decmber 31, 2009)

Key Steel Industry Themes Steel Producers Expressing Cautious Optimism for 2010 Prospects Supply / Demand Balance 2008 and 2009 marked deep trough with shipments from US steel makers decreasing approximately 40% and industry capacity utilization reaching lows of 40%-45% US steel shipments reached the lowest levels since the 1940’s Signs of modest end demand improvement in Q1 2010 driven by the automotive and energy sectors and general improvement in economic conditions in the US Steel demand from construction spending remains weak Capacity rationalization during the downturn combined with improvement in end demand has current industry utilization improving to the 70%-75% range Recent demand improvement driven largely by end customer demand as opposed to re-stocking of inventory levels Limits on credit availability has limited restocking of inventory levels Pricing Environment North American steel prices have been rising since December 2009 due to rising raw material prices and improved demand environment Steel producers have been successful in passing on the recent cost increases to customers with price increases Scrap prices have been rising due to tight global markets and increasing demand for US scrap from countries like China, Turkey, Korea, Taiwan and India View among mini-mill producers that scrap prices will stabilize in mid-2010 Metal spreads for long products have stabilized as manufacturers have implemented price increases but spreads remain at relatively low levels ($350-$400) Inventories at the service center level remain low and re-stocking could put upward pressure on prices Equity Price Performance Gradual recovery in equity prices for steel producers over the last 12 months after bottoming in the fall of 2008 and early 2009 Trading valuation levels are at historical highs as earnings are depressed and estimates need to catch up with investor expectations Expectation of improved profitability for U.S.-based mini-mills given decline in U.S. steel imports, government stimulus spending, low service centre inventories and improvement in end demand for certain sectors (e.g. automotive and energy)

US Steel Consumption 1900 -2009 Source: Company Information, US Geological Survey, U.S. Bureau of Economic Analysis, and AISI

Comparable Company Analysis Mini Mill & Integrated Steel Comps —Summary Metrics EV / 2010E EBITDA EV / 2011E EBITDA EV / LTM Tons Shipped P / 2011E EPS c Source:Bloomberg, Company Filings, Consensus Research Forecasts

Share Price Performance Stock Trading History: January 2007 — Present Source: Company reports, Bloomberg

Relative Share Price Performance Chart January 2007 — Present January 2009 — Present Source: Bloomberg Assist’s share price performance has been towards the low end of its peers since January 2009

Relative Price Performance and Historical Exchange Ratio Share Price Performance — Last 3 Years Share Exchange Ratios — Last 3 Years As at close May 7, 2010 Source: Bloomberg Goal’s share price has significantly outperformed Assist’s over the last 3 years

Historical Multiple for North American Mini Mill Comparables Historical EV / LTM Trading Source: Capital IQ, Company Filings (1) LTM EV/EBITDA multiples considered not meaningful from Q4 2009 to present due to depressed/negative EBITDA From 2004 to September 2009, North American mini mill producers have traded at an average multiple of 5.7x

Research Summary and Analyst Commentary (all figures in US$) Sales (‘000s) EBITDA (‘000s) EPS Firm Date Recommendation Target Price 2010E 2011E 2010E 2011E 2010E 2011E Raymond James Ltd. 07-May-10 Outperform $10.00 4,964 5,730 723 990 $0.50 $0.90 Desjardins Securities(1) 07-May-10 Buy 9.79 5,500 7,500 n/a n/a 0.50 1.37 TD Newcrest 07-May-10 Hold 8.50 n/a n/a 595 982 0.39 0.97 Davenport & Company 07-May-10 Neutral 7.00 5,050 5,496 564 687 0.42 0.62 BMO Capital Markets(2) 06-May-10 Outperform 10.93 5,066 6,518 643 1,104 0.53 1.25 CIBC World Markets 06-May-10 Sector Outperform 10.50 5,096 5,996 516 841 0.41 0.90 Citigroup Global Markets 06-May-10 Buy 10.00 5,037 6,412 588 1,033 0.44 1.05 Bank of America 06-May-10 Underperform 8.00 5,011 5,517 560 725 0.35 0.60 Average $9.34 5,103 6,167 598 909 $0.44 $0.96 Steel Price Uncertainty Our latest thoughts on the steel industry remain unchanged. Scrap prices have started to decline over recent weeks, which could lead to a decline in steel prices. For certain steel-related equities, such as GNA, an uninspiring steel price environment is already more than reflected in the share price. CIBC World Markets (Michael Willemse), May 6, 2010 Growth Prospects Looking forward, the company said, “...we were able to benefit from a generally better than expected demand for our products during the quarter. We believe our customers are beginning to feel more confident in the U.S. economic recovery and this is translating into better activity in our end-markets...Looking ahead, we believe that demand will continue to slowly improve during the second quarter as confidence in the recovery gradually grows and we continue to feel the effects of normal seasonality.” BMO Capital Markets (Randy Cousins), May 6, 2010 Gerdau management sees gradual improvement throughout 2010 given low customer inventory levels and recent momentum in steel shipments and price realizations. Customers are beginning to feel more confident in the US economic recovery, which is translating into better steel product order activity. In response, GNA is adding additional shifts to meet near term demand. Steel and fabrication backlogs have grown to the highest levels since 4Q08. Steel shipments are expected to increase less than 5% sequentially in 2Q10 as customer pre-buying in 1Q10 partially offsets the positive seasonal impact. Scrap costs are expected to rise 10-15% in 2Q10 but management expects metal spreads to be flat. Maintenance downtime is expected to reach a high point in 3Q. Bank of America Merrill Lynch (Kuni Chen), May 6, 2010 Cost Cutting Initiatives GNA continued to demonstrate impressive manufacturing cost containment with a manufacturing cost of $274/ton. Highlighting GNA’s cost cutting efforts, the last time the company achieved such low manufacturing costs was in 3Q07 ($273/ton) when estimated utilization rates were 84% vs 59% in 1Q. Citigroup Global Markets (Brian Yu), May 6, 2010 We estimate Gerdau management has successfully reduced fixed costs over the past four fiscal quarters on a sustainable basis by 20% compared with previous operating periods. This structural operating cost improvement provides Gerdau’s shareholders with substantial earnings leverage to rising shipment volumes through 2010 and 2011 as the US industrial sector recovers. Desjardins Securities (Vishal Gupta), May 7, 2010 (1)Converted to US$ from published target price of C$10.30 (2)Converted to US$ from published target price of C$11.50

Preliminary Financial Analysis SECTION III

Scope of Review RBC has reviewed and relied upon, among other things, the following information received from Assist -audited financial statements of the Company for each of the fiveyears ended December 31, 2005 through 2009 -internal management financial information for each of the fiscalyears ended December 31, 2007 through 2009 and the year-to-date period ending March 31, 2010 -annual reports of the Company for each of the two years ended December 31, 2008 and 2009 - -annual information forms of the Company for each of the two years ended December 31, 2008 and 2009 - -unaudited projected financial statements for the Companyon a consolidated basis and segmented by operating segment prepared by management of the Company for the years ending December 31, 2010 through 2012 -internal executive and board presentations regarding the Company’s strategic plan, acquisition history, financial and operating performance -discussions with senior management of the Company, including thePresident and Chief Executive Officer and the Vice President, Finance and Chief Financial Officer -site visits to certain of the Company’s facilities (Cartersville, Georgia mill) -public information relating to the business, operations, financial performance and stock trading history of the Company and other selected public companies considered by us to be relevant - -public information with respect to other transactions of a comparable nature considered by us to be relevant; -public information regarding the steel manufacturing industry -such other corporate, industry and financial market information,investigations and analyses as RBC considered necessary or appropriate in the circumstances

Approach to Financial Assessment RBC has relied primarily on a discounted cash flow analysis (“DCF”) approach to assessing the value of the Shares RBC has also reviewed multiples paid in precedent transactions in the steel manufacturing sector, however, less reliance was placed on this methodology because -multiples paid tend to vary considerably over a cycle -there were no recent directly comparable transactions RBC has also reviewed the trading multiples of comparable public companies, however these multiples typically reflect a “minority discount“value as opposed to an “en bloc“value which is the required approach under MI 61-101 RBC has also review premiums paid in go-private transactions in Canada

Management Forecast Considerations Management provided RBC with a forecast for the years ending December 31, 2010 through 2012 -Cyclicality -In 2009 the steel industry experienced a severe decline in the demand of steel products -Management expects 2010 to mark the beginning of a gradual recovery in steel demand driven by -Unusually low inventory levels throughout the supply chain - -Increased infrastructure spending supported by government stimulus which has been distributed but not yet spent -Increased investment in power generation assets (nuclear and renewable) -Volumes - -The forecast projects volume year-over-year growth of ~24% in 2010, moderating to ~12% in 2011, and ~11% in 2012 -The first quarter of 2010 has delivered financial results in excess of management’s forecast -Metal spreads -Defined as the difference between the selling price of steel products and scrap cost -In the forecast period, metal spreads are projected to remain broadly in line with the average spread in the 2004 —2008 period -Mill Manufacturing Costs -Represent primarily variable costs associated with the conversion of metal scrap to steel products -Assist has implemented cost cutting initiatives resulting in $55/ ton savings in 2009 and additional $14 / ton of additional savings in 2010 (before adjusting for volume impacts)

Approach to DCF Forecast RBC prepared a five year “base case“forecast for purposes of our discounted cash flow analysis -RBC relied upon management’s forecast for 2011 and 2012 -Capital expenditures and working capital assumptions adjusted after discussions with management -RBC adjusted management’s forecast for 2010 upward given better than expected volume shipments in Q1 2010 that are expected to continue throughout the year -EBITDA increased from $450mm to $619mm - -Revised 2010E EBITDA of $619mm consistent with consensus analystestimates RBC projected 2013 and 2014 results based on a review of historical results and discussions with management -2014 assumed to be peak year with results and operating metrics benchmarked against previous peak year results in 2008 Terminal year forecast estimated to approximate “average over cycle“results, based on those achieved in the 2004 to 209 period (inclusive of proforma adjustments for the Chaparral acquisition) RBC considered the Company’s average 2004 to 2009 and 2004 to 2008 results as a benchmark for past cycle performance -Proforma adjustments made to historical reported results for Chaparral acquisition in September 2007 including synergies of $100 million -Less consideration of results prior to 2004 due to limited information available on Chaparral

Preliminary Base Case Forecast All numbers prior to 2008 are pro-forma the Chaparral transaction, except for Mill Manufacturing Costs and Metal Spreads Actual Company 6Q Model and RBC Forecast (US$) 2004A 2005A 2006A 2007A 2008A 2008 Adj.(1) 2009A 2010E 2011E 2012E 2013E 2014E Term Revenue $ millions $4,105.2 $5,199.9 $6,055.2 $7,109.8 $8,528.5 $9,507.8 $4,195.7 $5,122.6 $5,966.5 $6,713.0 $7,337.2 $8,123.3 $7,094.2 YoY growth 26.7% 16.4% 17.4% 20.0% 33.7% (50.8%) 22.1% 16.5% 12.5% 9.3% 10.7% (12.7%) EBITDA (excl. Gallatin)(2) $ millions 652.9 723.7 1,074.6 1,363.1 1,467.5 1,955.7 308.4 559.0 1,021.9 1,267.6 1,417.8 1,716.1 1,179.7 EBITDA Margin 15.9% 13.9% 17.7% 19.2% 17.2% 20.6% 7.4% 10.9% 17.1% 18.9% 19.3% 21.1% 16.6% EBITDA per ton $/ton 82.8 86.0 121.6 148.3 176.4 209.1 58.0 82.9 142.7 160.0 167.2 189.2 143.9 Cash Distribution from Gallatin $ millions 82.8 115.8 101.6 62.1 41.8 41.8 11.8 60.0 69.1 89.1 90.0 100.0 80.0 EBITDA (including Gallatin) $ millions 735.7 839.5 1,176.2 1,425.2 1,509.4 1,997.6 320.3 619.0 1,091.0 1,356.7 1,507.8 1,816.1 1,259.7 EBITDA Margin 17.9% 16.1% 19.4% 20.0% 17.7% 21.0% 7.6% 12.1% 18.3% 20.2% 20.5% 22.4% 17.8% EBITDA per ton $/ton 93.3 99.8 133.1 155.0 181.4 213.6 60.3 91.8 152.4 171.2 177.8 200.2 153.6 EBITDA (pro-forma synergies)(3) $ millions 835.7 939.5 1,276.2 1,525.2 1,509.4 1,997.6 320.3 619.0 1,091.0 1,356.7 1,507.8 1,816.1 1,259.7 EBITDA Margin 20.4% 18.1% 21.1% 21.5% 17.7% 21.0% 7.6% 12.1% 18.3% 20.2% 20.5% 22.4% 17.8% EBITDA per ton $/ton 106.0 111.7 144.4 165.9 181.4 213.6 60.3 91.8 152.4 171.2 177.8 200.2 153.6 Shipments Mill external ktons 7,128.5 7,353.6 7,687.1 7,785.7 6,895.7 7,863.0 4,237.8 5,645.2 5,839.0 6,461.5 6,913.8 7,397.8 6,700.0 Fabricated Steel external ktons 755.8 1,057.1 1,152.3 1,407.2 1,424.1 1,490.2 1,075.7 1,100.4 1,321.2 1,462.5 1,564.9 1,674.4 1,500.0 Total Shipments ktons 7,884.3 8,410.7 8,839.3 9,192.9 8,319.9 9,353.3 5,313.6 6,745.6 7,160.2 7,924.1 8,478.7 9,072.3 8,200.0 YoY growth 6.7% 5.1% 4.0% (9.5%) 1.7% (36.1%) 27.0% 6.1% 10.7% 7.0% 7.0% (9.6%) Metal Spread(4) Mill external $/ton $302.4 $345.2 $381.0 $421.0 $544.0 $530.0 $436.0 $400.2 $444.3 $443.3 $456.6 $479.5 $450.0 Fabricated Steel external $/ton 411.7 527.1 576.0 662.0 810.0 763.0 744.0 673.5 784.1 838.4 861.1 898.9 850.0 Mill Manufact. Costs (incl. depr)(4) $/ton 210.6 4 239. 0 249. 0 272. 348.0 329.0 315.0 300.6 5 281. 4 274. 257.3 258.7 268.1 Mill Manufact. Costs (excl. depr) $/ton n/a n/a n/a n/a n/a n/a n/a 266.9 246.7 239.1 241.5 243.9 252.0 (1) Annualized first three quarters of 2008 (2) Not adjusted for synergies prior to the Chaparral acquisition (3) EBITDA prior to 2008 is adjusted for $100mm of synergies (4) Not adjusted for the Chaparral acquisition prior to 2008

Key Operating Assumptions: Volume Shipped and Revenue Volume Shipped (tons) Revenue (1) Based on Proforma Chaparral transaction (2) Annualized based on YTD Q3 figures

Key Operating Assumptions: Metal Spreads Metal Spread — Mill External Steel Shipments Metal Spread — Fabricated Steel Shipments (1)Annualized based on YTD Q3 figures

Key Operating Assumptions: Mill Manufacturing Costs Mill Manufacturing Costs per ton (1)Annualized based on YTD Q3 figures (2)Dashed bars represent mil depreciation per ton (based on RBC estimates) and are added for comparative purpose

Key Operating Assumptions: EBITDA Margin and EBITDA $/ton EBITDA includes cash distributions from Gallatin EBITDA Margin EBITDA ($  per ton) (1) Based on Proforma Chaparral transaction including $100 MM in synergies (2) Annualized based on YTD Q3 figures

Discounted Cash Flow Assumptions Valuation Date: May 1st, 2010 Gallatin -Expected cash distribution from Assist’s 50% interest in Gallatin added to EBITDA -More work regarding Gallatin forecast required Pension treatment -Assist’s pension plans are underfunded by $354.4 million -The impact of this liability is reflected in the DCF analysis by subtracting pension cash contributions from the Company’s free cash flow -Assist has made a cash contribution of $75 million in 2009 and plans to contribute $71 million in 2010 -RBC has extended this contribution amount for the projected period till it covers the underfunded amount (~5 years) Cash Tax —NOL treatment -Assist has total net operating losses (“NOL”) of $560.9 million (split among US federal, US state and Canadian tax pools) -Some of the NOL carryforwards are subject to annual limitations -RBC has estimated annual NOL usage of $150mm per year in the forecast period -Company to provide information with respect to depreciation on assets for tax purposes Non-Operating / redundant assets -Assist owns two redundant land parcels associated with recently idled facilities with a total estimated value of approximately $12 million -A natural gas reserve deposit is currently estimated to be around $75 million in value -Company to provide reserve reports and drilling updates regarding natural gas reserves at certain Chaparral properties

Discounted Cash Flow Summary Unlevered Free Cash Flows Terminal For the year ending December 31, 2010 2011 2012 2013 2014 Value Revenue 5,122.6 5,966.5 6,713.0 7,337.2 8,123.3 7,094.2 YoY growth 22.1% 16.5% 12.5% 9.3% 10.7% (12.7%) Cost of Goods Sold (4,251.1) (4,622.2) (5,112.6) (5,574.9) (6,049.7) (5,561.4) As % of revenue 83.0% 77.5% 76.2% 76.0% 74.5% 78.4% SG&A Expense (312.5) (322.4) (332.8) (344.5) (357.5) (353.2) Cash Distribution from Gallatin 60.0 69.1 89.1 90.0 100.0 80.0 EBITDA 619.0 1,091.0 1,356.7 1,507.8 1,816.1 1,259.7 EBITDA Margin 12.1% 18.3% 20.2% 20.5% 22.4% 17.8% — - — - — - Cash taxes (70.2) (227.3) (311.9) (373.5) (515.0) (370.9) Capital expenditures (175.2) (200.1) (201.2) (225.0) (225.0) (200.0) Non-cash working capital 74.6 (138.9) (136.6) (126.6) (143.3) (14.4) Pension cash contribution (71.1) (71.1) (71.1) (71.1) (70.1) - Unlevered free cash flow available for discounting $377.2 $453.7 $635.8 $711.6 $862.8 $674.4 WACC EBITDA Multiple 11.9 5.0x 5.5x 6.0x 6.5x 7.0x 10.00% $10.59 $11.52 $12.44 $13.37 $14.30 10.50% $10.34 $11.24 $12.15 $13.06 $13.97 11.00% $10.09 $10.98 $11.87 $12.75 $13.64 11.50% $9.85 $10.72 $11.59 $12.46 $13.33 12.00% $9.61 $10.46 $11.32 $12.17 $13.02 WACC Perpetual Growth Rate 11.2 0.00% 0.50% 1.00% 1.50% 2.00% 10.00% $11.95 $12.40 $12.89 $13.44 $14.06 10.50% $11.20 $11.59 $12.01 $12.49 $13.03 11.00% $10.51 $10.85 $11.23 $11.64 $12.11 11.50% $9.88 $10.18 $10.52 $10.88 $11.29 12.00% $9.31 $9.58 $9.87 $10.19 $10.54 Annual EBITDA change in each year ($200) ($100) $- $100 $200 $9.07 $10.47 $11.87 $13.26 $14.66 EBITDA change in terminal year ($200) ($100) $- $100 $200 $10.17 $11.02 $11.87 $12.71 $13.56 Annual EBITDA change in each year ($200) ($100) $- $100 $200 $8.20 $9.71 $11.23 $12.74 $14.26 EBITDA change in terminal year ($200) ($100) $- $100 $200 $9.30 $10.26 $11.23 $12.19 $13.16

WACC Analysis Beta Analysis Levered Debt / Tax Unlevered Company Beta(1) Total Cap.(2) Rate Beta Nucor Corporation 1.44 11.4% 35.0% 1.32 Commercial Metals Company 2.04 27.0% 35.0% 1.65 Steel Dynamics Inc. 2.01 28.2% 35.0% 1.60 Assist 1.91 31.9% 35.0% 1.46 Arcelor Mittal 1.90 30.2% 35.0% 1.48 United States Steel Corp. 1.90 24.6% 35.0% 1.57 AK Steel Holding Corp. 2.23 30.8% 39.0% 1.75 Average 1.92 26.3% 35.6% 1.55 WACC Sensitivity Unlevered Beta 1.35 1.45 1.55 1.65 1.75 20.0% 10.0% 10.5% 10.9% 11.4% 11.8% 22.5% 9.9% 10.4% 10.9% 11.3% 11.8% 25.0% 9.9% 10.4% 10.8% 11.3% 11.7% 27.5% 9.9% 10.3% 10.8% 11.2% 11.7% Debt / Total Capital 30.0% 9.8% 10.3% 10.7% 11.2% 11.6% WACC Calculation Assist WACC Calculation Debt 25% Equity 75% Debt / Equity 33% Unlevered Beta 1.55 Relevered Beta 1.88 Risk Premium 5.0% Risk Free Rate(3) 3.58% Cost of Equity 13.0% Pre-Tax Cost of Debt 6.5% Tax Rate 35.0% After-Tax Cost of Debt 4.2% WACC (Nominal) 10.8% (1)5 year weekly observations from Bloomberg (2)Based on 5 year average capital structure (using quarterly data observations) (3)Yield on 10 year U.S. treasuries (Source: Federal Reserve)

Precedent Transaction Analysis (US$ millions, unless noted otherwise) EV / EV / Price / LTM LTM Ann. Equity Enterprise Enterprise Value / LTM Ton of LTM Tons Book EBITDA / EBITDA Date Target Acquiror Value Value Revenue EBITDA EBIT Capacity Shipped Value Ton Margin (US$) (US$) (US$) Mini Mill 16-Jun-08 Bayou Steel Corp. Arcelor Mittal n/a $475 1.4x n/a n/a n/a $931 n/a n/a n/a 20-May-08 Esmark Inc. Severstal International $772 $1,006 0.8x nmf nmf $402 $950 1.2x $32 2.7% 14-Mar-08 IPSCO (N.A. Tubular Assets) (1) Evraz Group S.A. n/a $4,025 1.7x 9.6x 17.5x $1,660 $2,683 n/a $280 17.5% 09-Dec-07 Claymont Steel Holdings, Inc. Evraz Group S.A. $422 $573 1.7x 8.3x 10.8x $1,155 $1,348 nmf $163 20.8% 10-Jul-07 Chaparral Steel Company Gerdau Ameristeel $4,159 $4,003 2.3x 8.6x 9.6x $1,483 $1,763 4.5x $205 27.1% 03-May-07 IPSCO Inc. SSAB Svenskt $7,573 $8,213 2.1x 8.0x 8.8x $1,910 $1,985 3.2x $249 26.4% 20-Nov-06 Oregon Steel Mills Evraz Group $2,276 $2,310 1.6x 7.2x 8.4x $1,216 $1,423 3.3x $197 21.8% 18-Oct-05 Roanoke Electric Steel Steel Dynamics $245 $281 0.5x 3.4x 4.2x $375 $375 1.4x $110 14.8% Average 1.5x 7.5x 9.9x $1,171 $1,432 2.7x $177 18.7% Average ex. high and low 1.6x 8.0x 9.4x $1,183 $1,400 2.6x $185 20.3% Median 1.6x 8.1x 9.2x $1,216 $1,385 3.2x $197 20.8% Integrated 21-Mar-08 ISG Sparrows Point LLC (2) Severstal International n/a $810 0.5x nmf nmf $225 $351 n/a $10 1.5% 18-Nov-07 Quanex Corp. Gerdau S.A. $1,475 $1,386 0.7x 4.9x 6.8x $967 $1,066 1.7x $216 13.7% 26-Aug-07 Stelco Inc. United States Steel $1,107 $1,866 0.8x nmf nmf $381 $545 nmf nmf nmf 29-Apr-07 Grupo Imsa Ternium S.A. $1,727 $3,172 0.9x 6.8x 9.0x $793 $1,027 3.2x $150 13.0% 15-Apr-07 Algoma Steel Essar Global C $1,839 C $1,641 0.8x 4.3x 5.1x $506 $595 2.1x $139 19.6% 30-Jan-07 Corus Group Tata Steel $12,113 $13,022 0.7x 9.0x 14.2x $422 $568 1.7x $58 7.9% 20-Dec-06 Sicartsa Arcelor Mittal $900 $1,439 n/a 6.2x n/a $527 $527 n/a $85 n/a 25-Jun-06 Arcelor Mittal €26,938 €28,723 0.9x 5.4x 7.0x $543 $829 1.7x $151 16.0% 24-Jan-06 Dofasco Inc. (3) Arcelor C $5,663 C $6,441 0.9x 7.2x 12.4x n/a $799 2.5x $111 11.8% 24-Oct-05 KryvorizhStal (4) Mittal Steel Company N.V. $5,149 $4,736 2.5x 8.6x 9.4x $789 $789 n/a $92 29.0% 03-Oct-05 Eregli Iron and Steel Works Co. (5) Oyak Group $6,006 $6,244 1.9x 7.2x 11.7x n/a $840 1.8x $116 25.9% 18-May-05 Hylsamex S.A. de C.V. Techint Group $2,253 $2,802 1.1x 3.3x 3.9x n/a $897 1.4x $264 33.6% 14-Jan-05 Hunan Valin Iron & Steel Group Co. (6) Mittal Steel Company N.V. $845 $1,146 0.5x 4.6x 7.2x $135 $183 1.1x $40 10.3% 25-Oct-04 International Steel Group Inc. Ispat International N.V. $4,421 $4,590 0.6x 6.2x 7.5x $229 $302 3.2x $49 9.4% Average 1.0x 6.2x 8.6x $502 $666 2.0x $114 16.0% Average ex. high and low 0.9x 6.1x 8.5x $491 $672 2.0x $110 15.6% Median 0.8x 6.2x 7.5x $506 $692 1.7x $111 13.3% (1) Concurrently with the acquisition, Evraz sold a portion of the U.S. assets to TMK for US$1.2bn. In 2009, Evraz sold the remaining U.S. assets to TMK for US$0.5bn. (2) EV / EBITDA multiple calculated based on normalized EBITDA. (2) Values and metrics are calculated based on transaction value which excludes value of QCM of approximately C$1.5 billion. (3) Mittal purchased a 93.02% stake in KryvorizhStal, values shown are en bloc. (3) Oyak purchased a 46.12% stake in Erdemir, values shown are en bloc. EV and EBITDA per ton measures include shipments and EBITDA from flat products (tin, galv, rolled, plate) as well other products. (4) Mittal purchased 37.17% of the shares of Hunan, values shown are en bloc.

Transaction Multiples at Various Prices (US$ millions unless otherwise stated) Implied Multiples at Various Purchase Prices — En Bloc Values Management Forecast EV / EV / EV / Ton Purchase Implied Equity Minority Enterprise EBITDA EV/EBITDA Ton of Shipped Price Premium Value Equity Val. Value LTM 2010E 2011E Capacity LTM Metric(1) $395 $619 $1,091 12,000 5,609 (2) 0.0% $7.43 $3,235 $1,086 $5,017 12.7x 8.1x 4.6x $418 $894 8.00 7.7% $3,484 1,169 5,266 13.3x 8.5x 4.8x $439 $939 9.00 21.1% $3,920 1,315 5,702 14.4x 9.2x 5.2x $475 $1,016 10.00 34.6% $4,356 1,461 6,138 15.5x 9.9x 5.6x $511 $1,094 10.50 41.3% $4,574 1,534 6,356 16.1x 10.3x 5.8x $530 $1,133 11.00 48.0% $4,792 1,607 6,574 16.6x 10.6x 6.0x $548 $1,172 11.50 54.8% $5,010 1,680 6,792 17.2x 11.0x 6.2x $566 $1,211 12.00 61.5% $5,228 1,753 7,010 17.7x 11.3x 6.4x $584 $1,250 12.50 68.2% $5,446 1,826 7,228 18.3x 11.7x 6.6x $602 $1,289 13.00 75.0% $5,664 1,900 7,446 18.8x 12.0x 6.8x $621 $1,327 13.50 81.7% $5,882 1,973 7,664 19.4x 12.4x 7.0x $639 $1,366 14.00 88.4% $6,101 2,046 7,883 19.9x 12.7x 7.2x $657 $1,405 (1) Based on company forecasts, 2010 adjusted by RBC (2) $7.43 as of close on May 7, 2010

Go-Private Premiums Since January 2000, there have been 30 transactions in the Canadian equity market where controlling shareholders successfully acquired publicly traded minority interests with an implied en bloc value greater than $500 million -The mean and median premiums paid based on the closing share price on the day immediately prior to announcement of the transaction were 22% and 21%, respectively -The mean and median premiums paid based on the closing share price 30 days prior to announcement of the transaction were each 28% Precedent Premiums in Going Private Transactions Date of Premium Announcement Target/Purchaser Industry 1-Day 30-Day 60-Day 29-Jul-08 Fording / Teck Cominco Mining 12% 7% 44% 18-Mar-08 Royal Utilities Income Fund / Sherritt International Corp. Utilities 26% 29% 24% 04-Mar-08 Spectra Energy Income Fund / Westcoast Energy Inc O&G 14% 24% 23% 29-Jun-07 CCS Income Trust / David Werklund & Investor Group O&G 21% 20% 31% 25-May-07 CanWest Media Works / CanWest Global Comm. Telecom 7% 4% 8% 26-Apr-07 Sobeys / Empire Corporation Food Services 53% 45% 38% 26-Feb-07 St. Lawrence Cement / Holcim Group Construction 12% 27% 26% 06-Nov-06 Four Seasons / Kingdom Hotels, Triples Holdings & Cascade Inv. Hotels, Resorts and Cruise Lines 28% 31% 30% 23-Oct-06 Shell Canada / Royal Dutch O&G 37% 30% 15% 11-Oct-06 Bell Nordiq / Bell Aliant Telecom 6% 7% 11% 09-Mar-05 Falconbridge / Noranda Mining 10% 31% 37% 11-Nov-04 Rogers Wireless / Rogers Communications Telecom 16% 26% 26% 25-Oct-04 Tesma International Inc/Magna Intl. Automotive 28% 28% 10% 25-Oct-04 Decoma International Inc/Magna Intl. Automotive 27% 22% 1% 25-Oct-04 Intier Automotive Inc/Magna Intl. Automotive 31% 31% 28% 29-Aug-03 Cara Operations / Cara Holdings Ltd (Phelan Family) Food Services 45% 43% 47% 19-Mar-03 DuPont Canada / Dupont EI de Nemours & Co. Chemicals 22% 4% 0% 26-Mar-02 Trilon Financial / Brascan Corporation Financial 3% 7% 11% 21-Aug-01 Oxford Properties / OMERS Real Estate 25% 36% 33% 12-Jun-01 Rogers Wireless / Rogers Communications Telecom 25% 47% 45% 30-Apr-01 Cominco / Teck Mining 16% 55% 52% 02-Feb-01 BAE Systems Canada / Investor Group Aerospace 17% 25% 14% 12-Jan-01 Bentall / SITQ (Caisse) Real Estate 17% 25% 14% 12-Dec-00 Great Lakes Power Inc. / Brascan Corp. Utilities -5% -6% -6% 11-Aug-00 AEC Pipelines / Alberta Energy Utilities 31% 29% 28% 02-Aug-00 Desjardins Laurentian Financial Corp / La Confederation Financial 40% 35% 55% 24-Jul-00 Gentra / Brookfield Real Estate 21% 22% 22% 17-Jul-00 Canadian Satellite Communications / Shaw Cable 26% 54% 78% 25-May-00 Cambridge Shopping Centres / Ivanhoe III Real Estate 21% 47% 43% 15-Feb-00 Teleglobe / BCE Telecom 20% 59% 36% Average 22% 28% 27% Median 21% 28% 27% Source:RBC Database, selected transactions with en bloc value greater than $500m

Other Information Appendix A

Comparable Company Analysis Share Equity EV / Enterprise Value / EBITDA EV / Ton of EV / LTM Price / Earnings LTM EBITDA Company Price (1) Value EV LTM Sales LTM 2010E 2011E Capacity Ton Shipped 2010E 2011E Margin (Local) (US$) (US$) Mini-Mill Comparables Nucor Corporation $44.90 14,164 14,880 1.2x nmf 8.9x 5.4x $447 $946 25.8x 11.6x 5.8% Commercial Metals Company $14.52 1,667 2,676 0.5x nmf 13.5x 5.0x $368 $959 nmf 9.0x 0.7% Steel Dynamics Inc. $14.87 3,245 5,414 1.2x 9.2x 6.2x 4.7x $703 $1,167 10.8x 7.3x 12.5% Average 6,359 7,657 0.9x 9.2x 9.5x 5.1x $506 $1,024 18.3x 9.3x 6.3% Median 3,245 5,414 1.2x 9.2x 8.9x 5.0x $447 $959 18.3x 9.0x 5.8% Integrated Steel Comparables Arcelor Mittal $33.80 70,908 67,268 1.0x 13.1x 6.1x 4.4x $469 $797 14.0x 7.7x 7.5% United States Steel Corp. $52.22 8,038 8,844 0.7x nmf 6.5x 3.9x $279 $515 29.0x 9.0x nmf AK Steel Holding Corp. $15.50 1,707 1,872 0.4x 6.1x 4.7x 3.4x $288 $412 17.5x 8.8x 6.7% Average 26,884 25,995 0.7x 9.6x 5.8x 3.9x $345 $575 20.2x 8.5x 7.1% Median 8,038 8,844 0.7x 9.6x 6.1x 3.9x $288 $515 17.5x 8.8x 7.1% Assist $7.43 3,235 5,017 1.2x 12.7x 8.0x 5.3x $418 $894 17.8x 7.8x 9.2% (1) Share price as at May 7, 2010

History of Assist 1999 Goal acquires an indirect majority interest in AmeriSteel Corporation (owner of four mini-mills and downstream operations) September 2006 Assist acquires Pacific Coast Steel for US$104m Key Company Milestones Source:Company filings

Shareholder Analysis Shareholder Summary Shares Value (1) % of Equity Shareholder Information (‘000s) (US$ MM) Ownership I. Inside Holders(2) Gerdau S.A. 287,375 $2,135 66% Directors and Officers 7,591 56 2% Total Insider Holders 294,966 $2,192 68% II. Institutional Holders(3) Goodman & Company, Investment Counsel 19,645 146 5% I. G. Investment Management, Ltd. 14,453 107 3% Scheer, Rowlett & Associates Investment Management Ltd. 8,109 60 2% Harris Investment Management, Inc. 6,656 49 2% Tetrem Capital Management Ltd. 4,001 30 1% Norges Bank 3,977 30 1% Franklin Advisory Services, LLC 3,819 28 1% CIBC Global Asset Management Inc. 3,811 28 1% Natcan Investment Management Inc. 3,682 27 1% Leith Wheeler Investment Counsel Ltd. 2,705 20 1% Other Institutional Investors 25,961 193 6% Total Institutional Holders(4) 96,820 $719 22% III. Retail Investors and Others 41,707 $310 10% Basic Shares Outstanding(5) 433,493 $3,221 100% Shareholder Composition Shares Traded — October 2009 to Present(6) (1) Share price as of May 7, 2010 (2) Source: SEDI as of May 7, 2010 & shareholder lists received from management (3) Source: Thomson Reuters as of May 7, 2010 and shareholder lists received from management (4) Based on estimate from CDS participant list (5) Source: Q1 2010 Filings (6) Represents one turn of the float

Preliminary Base Case Forecast and Averages (1/2) Actual Company 6Q Model & RBC Forecast Avg Adj. Avg(2) Adj. Avg Adj. Avg(2) 2004 2005 2006 2007 2008 04-08 04-08 2008(3) 2009 04-09 04-09 2009* 2010* 2011* 2012* 2013* 2014* Term Assist Standalone Mill external revenue ($ millions) 2,175 2,738 3,104 3,980 6,096 3,618 4,240 6,927 2,700 3,465 4,020 2,489 3,428 3,857 4,339 4,754 5,274 4,532 Fabricated steel revenue 454 746 887 1,251 1,638 995 1,166 1,660 1,017 999 1,159 1,108 990 1,331 1,569 1,719 1,908 1,625 Other products revenue 237 211 268 356 501 315 369 583 307 313 364 598 705 779 804 864 941 938 Freight(1) 144 203 204 219 293 213 249 337 173 206 239 — - — - — - — Net Sales ($ millions) 3,010 3,897 4,464 5,807 8,528 5,141 6,024 9,508 4,196 4,984 5,782 4,195 5,123 5,967 6,713 7,337 8,123 7,094 Growth % (YoY) 56.1% 29.5% 14.6% 30.1% 46.9% 35.4% 63.7% -50.8% 21.0% 0.0% 22.1% 16.5% 12.5% 9.3% 10.7% -12.7% External steel shipments (ktons) Mill division 5,180 5,230 5,401 6,144 6,896 5,770 7,863 4,238 5,515 4,194 5,645 5,839 6,462 6,914 7,398 6,700 Growth % (YoY) 4.9% 1.0% 3.3% 13.8% 12.2% 7.0% 28.0% -38.5% -0.6% -1.0% 34.6% 3.4% 10.7% 7.0% 7.0% -9.4% Fabricated division 756 1,057 1,152 1,407 1,424 1,159 1,490 1,076 1,145 1,085 1,100 1,321 1,463 1,565 1,674 1,500 Growth % (YoY) 19.8% 39.9% 9.0% 22.1% 1.2% 18.4% 5.9% -24.5% 11.3% 0.8% 1.4% 20.1% 10.7% 7.0% 7.0% -10.4% Total steel shipments 5,936 6,287 6,553 7,551 8,320 6,929 9,353 5,314 6,660 5,279 6,746 7,160 7,924 8,479 9,072 8,200 Growth % (YoY) 6.6% 5.9% 4.2% 15.2% 10.2% 8.4% 23.9% -36.1% 1.0% -0.6% 27.8% 6.1% 10.7% 7.0% 7.0% -9.6% Wght-Avg Selling Price ( $/ton) Mill external steel shipments 491.8 4 523. 575.0 648.0 0 884. 4 624. 6 731. 0 881. 637.0 626.5 726.9 9 607. 2 626. 8 667. 0 678. 1 694. 8 719. 683.2 Fabricated steel shipments 601.1 4 705. 770.0 889.0 0 1,150. 823.1 4 964. 1,114.0 945.0 843.4 978.5 1,021.1 899.5 1,007.6 1,073.1 6 1,098. 1,139.3 1,083.2 Combined weighted average 510.7 562.4 618.4 705.7 940.3 667.5 782.1 926.0 721.3 676.4 784.8 735.2 687.4 755.0 783.0 801.6 831.2 788.7 Growth % (YoY) 56.0% 10.1% 10.0% 14.1% 33.3% 24.7% 31.2% - -23.3% 16.7% 1.9% -6.5% 9.8% 3.7% 2.4% 3.7% -5.1% Scrap Charged ( $/ton) 189.3 178.3 194.0 227.0 340.0 225.7 264.5 351.0 201.0 221.6 257.1 201.4 226.0 223.5 234.7 237.5 240.4 233.2 Growth % (YoY) 71.5% -5.8% 8.8% 17.0% 49.8% 28.3% 54.6% -40.9% 16.7% 0.2% 12.2% -1.1% 5.0% 1.2% 1.2% -3.0% Metal Spread ( $/ton) Mill division 302.4 345.2 381.0 421.0 544.0 398.7 467.2 530.0 436.0 404.9 469.8 406.5 400.2 444.3 443.3 456.6 479.5 450.0 Growth % (YoY) 53.0% 14.1% 10.4% 10.5% 29.2% 23.4% 25.9% - -19.9% 16.2% -6.8% -1.6% 11.0% -0.2% 3.0% 5.0% -6.1% Fabricated division 411.7 527.1 576.0 662.0 810.0 597.4 699.9 763.0 744.0 621.8 721.4 819.7 673.5 784.1 838.4 861.1 898.9 850.0 Growth % (YoY) n/a 28.0% 9.3% 14.9% 22.4% 15.3% -8.1% 0.0% 10.2% -17.8% 16.4% 6.9% 2.7% 4.4% -5.4% Manufacturing Costs ($/ton) Mill division (incl. Dep) 210.6 239.4 249.0 272.0 348.0 263.8 309.1 329.0 315.0 272.3 315.9 321.7 300.6 281.5 274.4 257.3 258.7 268.1 Growth % (YoY) 18.4% 13.7% 4.0% 9.2% 27.9% 14.7% 21.0% -9.5% 10.6% 2.1% -6.6% -6.4% -2.5% -6.2% 0.5% 3.6% Mill division (excl. Dep) n/a n/a n/a n/a n/a 277.3 266.9 246.7 239.1 241.5 243.9 252.0 Growth % (YoY) -3.8% -7.6% -3.1% 1.0% 1.0% 3.3% Fabrication division (excl. Dep) n/a n/a n/a n/a n/a 106.7 104.0 96.2 99.0 100.0 101.0 104.4 Growth % (YoY) -2.6% -7.5% 3.0% 1.0% 1.0% 3.3% SG&A ($ millions) 109.4 125.6 191.8 198.0 253.2 176 206 251 289 194 226 289 313 322 333 344 358 353 As % of Revenue 3.6% 3.2% 4.3% 3.4% 3.0% 3.5% 2.6% 6.9% 4.1% 6.9% 6.1% 5.4% 5.0% 4.7% 4.4% 5.0% % Growth 34.1% 14.8% 52.7% 3.3% 27.9% 26.9% 14.9% — 8.3% 3.2% 3.2% 3.5% 3.8% -1.2% EBITDA ( $ millions) 527 621 756 1,049 1,509 893 1,046 1,998 320 797 925 318 619 1,091 1,357 1,508 1,816 1,260 EBITDA % 17.5% 15.9% 16.9% 18.1% 17.7% 17.2% 21.0% 7.6% 15.6% 7.6% 12.1% 18.3% 20.2% 20.5% 22.4% 17.8% EBITDA ( $/ton) 89 99 115 139 181 125 146 214 60 114 132 60 92 152 171 178 200 154 (1) Freight revenues are not segmented for 2002 and 2003, 2009* and after are corporate adjustments (2) Inflation adjusted to 2014 at 2% (3) Annualized first three quarters of 2008 * Based on 6Q Financial Model & RBC Forecast Source: Company Filings

Preliminary Base Case Forecast and Averages (2/2) Actual Company 6Q Model & RBC Forecast Avg Adj. Avg(2) Adj. Avg Adj. Avg(2) 2004 2005 2006 2007 2008 04-08 04-08 2008(3) 2009 04-09 04-09 2009* 2010* 2011* 2012* 2013* 2014* Term Chaparral Key Statistics Volume Shipped (ktons) 1,949 2,123 2,286 1,642 Avg. Selling price per ton — 563.19 642.73 759.11 Revenue ($ millions) 1,095 1,303 1,591 1,303 EBITDA 208 219 420 376 EBITDA Margin % 19.0% 16.8% 26.4% 28.9% EBITDA ($ /ton) 107.0 103.0 183.7 229.2 Proforma Assist / Chaparral Volume Shipped (ktons) 7,884 8,411 8,839 9,193 8,320 8,529 9,994 9,353 5,314 7,993 9,273 5,279 6,746 7,160 7,924 8,479 9,072 8,200 Avg. Selling price per ton — 534.9 595.1 671.4 940.3 926.0 721.3 735.2 687.4 755.0 783.0 801.6 831.2 788.7 Revenue ($ millions) 4,105 5,200 6,055 7,110 8,528 6,200 7,264 9,508 4,196 5,866 6,805 4,195 5,123 5,967 6,713 7,337 8,123 7,094 EBITDA 736 840 1,176 1,425 1,509 1,137 1,332 1,998 320 1,001 1,161 318 619 1,091 1,357 1,508 1,816 1,260 EBITDA Margin % 17.9% 16.1% 19.4% 20.0% 17.7% 18.2% 21.0% 7.6% 16.5% 0.0% 7.6% 12.1% 18.3% 20.2% 20.5% 22.4% 17.8% EBITDA Margin (incl. $100mm) 20.4% 18.1% 21.1% 21.5% 17.7% 19.7% EBITDA ($ /ton) 93.3 99.8 133.1 155.0 181.4 132.5 155.3 213.6 60.3 120.5 139.8 60.3 91.8 152.4 171.2 177.8 200.2 153.6 EBITDA ($ /ton) (incl. $100mm) 106.0 111.7 144.4 165.9 181.4 141.9 166.2 213.6 60.3 128.3 148.8 (1) Freight revenues are not segmented for 2002 and 2003, 2009* and after are corporate adjustments (2) Inflation adjusted to 2014 at 2% (3) Annualized first three quarters of 2008 * Based on 6Q Financial Model & RBC Forecast Source: Company Filings

EX-99.(C)(3)

Exhibit (c)(3)

Preliminary DCF analysis — GSA management case

Summary (US$ millions)

US$ millions	2008			2009			2010			2011			2012			2013			2014			2015			2016			2017			2018			2019			TV
Shipments (‘000 tons)		8,320			5,314			6,469			7,119			7,859			8,325			8,664			8,664			8,664			8,664			8,664			8,664			8,664
% growth					(36.1	%)		21.7	%		10.1	%		10.4	%		5.9	%		4.1	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Net revenues	$	8,528		$	4,196		$	4,962		$	5,949		$	6,684		$	6,900		$	7,019		$	6,922		$	7,088		$	7,266		$	7,474		$	7,643		$	7,815
% growth					(50.8	%)		18.3	%		19.9	%		12.3	%		3.2	%		1.7	%		(1.4	%)		2.4	%		2.5	%		2.9	%		2.3	%		2.3	%
EBITDA (excl. JVs)		1,468			308			409			1,022			1,267			1,260			1,225			1,064			1,089			1,128			1,192			1,218			1,246
% margin		17.2	%		7.4	%		8.2	%		17.2	%		19.0	%		18.3	%		17.4	%		15.4	%		15.4	%		15.5	%		15.9	%		15.9	%		15.9	%
memo: % margin (incl. JVs)		17.7	%		7.2	%		8.5	%		18.2	%		20.3	%		19.6	%		18.7	%		16.4	%		16.5	%		16.7	%		17.2	%		17.2	%		17.2	%
(-) Depreciation								(204	)		(221	)		(228	)		(234	)		(230	)		(227	)		(225	)		(224	)		(224	)		(225	)		(239	)
(-) Tax								(78	)		(304	)		(395	)		(390	)		(378	)		(318	)		(328	)		(344	)		(368	)		(378	)		(383	)
EBIAT								127			496			645			636			617			519			536			560			600			616			624
(+) NI from JVs								14			61			92			92			87			73			78			85			91			93			95
(+) Depreciation								204			221			228			234			230			227			225			224			224			225			239
(-) Change NWI								(55	)		(84	)		(86	)		(40	)		(46	)		(9	)		(38	)		(34	)		(28	)		(30	)		(30	)
(-) Capex								(150	)		(194	)		(250	)		(205	)		(209	)		(214	)		(219	)		(224	)		(229	)		(234	)		(239	)
Free cash flow								140			501			628			717			678			597			582			611			658			670			689

Firm Value (US$ millions)

	Terminal growth
Discount rate		1.5	%	2.0	%	2.5	%
11.5%		6,025		6,161		6,312
12.0%		5,739		5,857		5,988
12.5%		5,479		5,582		5,696

Price per share (US$/share)

	Terminal growth
Discount rate		1.5	%	2.0	%	2.5	%
11.5%		9.35		9.66		10.01
12.0%		8.69		8.96		9.26
12.5%		8.09		8.33		8.59

FV / 2011E EBITDA¹

	Terminal growth
Discount rate		1.5	%	2.0	%	2.5	%
11.5%		5.6	x	5.7	x	5.8	x
12.0%		5.3	x	5.4	x	5.5	x
12.5%		5.1	x	5.2	x	5.3	x

TV / 2019E EBITDA

	Terminal growth
Discount rate		1.5	%	2.0	%	2.5	%
11.5%		5.3	x	5.5	x	5.8	x
12.0%		5.0	x	5.3	x	5.5	x
12.5%		4.8	x	5.0	x	5.3	x

Valuation date: June 30, 2010.

¹ EBITDA ’11E based on GSA management estimates including JVs earnings. DCF implied multiples based on market consensus: 5.5x-6.4x for 2011

G S A J.P.Morgan