EX-1.2
from F-4
1 page
<page> Exhibit 1.2 Earnings Coverage Ratio Preliminary Short Form Prospectus Dated December 5, 2003 -- U.S.$405,000,000 10 3/8% Senior Notes Due 2011 (The "Existing Notes") Which May Be Delivered Upon the Exchange of U.S.$405,000,000 10 3/8% Senior Notes Due 2011 (The "Exchange Notes") <table> <caption> 12 Months Ended US$ Millions September 30, 2003 December 31, 2002 <s> <c> <c> Earnings Before Interest and Income Taxes 4.7 50.1 Total Interest Expense 38.2 38.6 Adjustments to Interest Expense: Interest on Existing Notes Repaid With Proceeds of (26.8) (38.0) Exchange Notes Being Issued Interest on Exchange Notes Being Issued 42.0 42.0 Capitalized Interest 0.2 0.1 Adjusted Interest 53.6 42.7 Income Taxes (21.8) 0.3 Earnings Coverage Ratio 9%(1) 117%(1) Actual Dollar Amounts of the Coverage Deficiency to Attain a Ratio of One to One 48.9 -- </Table> - (1) Ratios Have Been Calculated Excluding the Carrying Charges for the Issuers' Controvertible Debentures, Accounted for as Equity Under Canadian Gaap, Which Have Been Reflected in Equity in the Calculation of the Issuers' Interest and Dividend Obligations. if Those Securities Had Been Accounted for as Debt for the Purpose of Calculating the Ratios Set Out Herein, the Entire Amount of the Annual Carrying Charges for Those Securities Would Have Been Reflected in the Calculation of the Issuers' Interest and Dividend Obligations. if the Convertible Debentures Were Accounted for in Their Entirety as Debt, the Earnings Coverage Ratio for the Twelve Month Period Ended September 30, 2003 Would Be 8% and the Earnings Coverage Ratio for the Twelve Month Period Ended December 31, 2002 Would Be 115%
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EX-1.1
from F-4
1 page
<page> Exhibit 1.1 Qualification Certificate for Short Form Prospectus Distribution System To: Ontario Securities Commission I, Tom J. Landa, the Vice President, Finance, Chief Financial Officer and Secretary of Gerdau Ameristeel Corporation (The "Corporation"), and Vice President of Gusap Partners, Hereby Certify That the Corporation Satisfies the Criteria Set Forth in Section 2.2 of National Instrument 44-101, Short Form Prospectus Distributions and the Filing Requirements Thereunder. Gusap Partners Has Been Granted Exemptive Relief From the Ontario Securities Commission From Compliance With the Requirements of Part 2 of National Instrument 44-101, Short Form Prospectus Distributions. This Certificate Is Given Pursuant to the Requirement Set Out in Section 10.2(a)2 of the National Instrument and the Filing by the Corporation and Gusap Partners, as Co-Issuers, of the Preliminary Short Form Prospectus Dated Concurrently Herewith. Dated at Tampa, Florida This 5th Day of December, 2003. Gerdau Ameristeel Corporation By: S/ Tom J. Landa Tom J. Landa Vice President, Finance, Chief Financial Officer and Secretary Gusap Partners By: S/ Tom J. Landa Tom J. Landa Vice President
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