2025 Management Information Circular & Notice of Meeting (2025 Managements Information Circular)

TABLE OF CONTENTS

1 I ALGOMA CENTRAL CORPORATION 2025 MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of shareholders of Algoma Central Corporation (the "Company") will be held in person on Friday, May 2, 2025 at Vantage Venues, 27th Floor, 150 King Street West, Toronto, Ontario, M5H 1J9, at 11:30 a.m. (EDT) for the following purposes:

1. receive the annual financial statements for the year ended December 31, 2024 and the report of the auditors thereon (the "Financial Statements") (see the "Business of the Meeting - Receipt of Financial Statements and Auditor's Report" section in the Management Information Circular (the "Circular"));
2. elect directors (see the "Business of the Meeting - Election of Directors" section in the Circular);
3. appoint an auditor and authorize the directors of the Company to fix their remuneration and the terms of their engagement (see the "Business of the Meeting - Appointment of an Auditor" section in the Circular); and
4. transact such further and other business as may properly come before the Meeting or any adjournment thereof.

Notice-and-Access

The Company will continue its use of the "notice-and-access" mechanism of delivering materials to both registered and non-registered shareholders in connection with the Meeting. As such, the Company has posted electronic copies of the Circular and Annual Report (which comprises the Financial Statements along with the related management's discussion & analysis) (collectively, the "Meeting Materials") on the Company's website at www.algonet.com/investor-relations/ and on the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca, instead of printing and mailing out paper copies, as permitted by the Canadian securities regulators. Notice-and-access allows issuers to post electronic versions of proxy-related materials online via SEDAR and one other website, rather than mailing paper copies of such materials to shareholders. All shareholders may request that a paper copy of the Meeting Materials be sent to them at no cost by calling 1-888-999-1883 (toll free in North America), or by sending an email to investorrelations@algonet.com. Requests may be made up to one year from the date the Meeting Materials were filed on SEDAR+.

Shareholders with questions about notice-and-access can call the Company's transfer agent, TSX Trust Company, toll free at 1-800-387-0825 (1-416-682-3860, if outside Canada and the US).

SHAREHOLDERS ARE REMINDED TO REVIEW THE MEETING MATERIALS PRIOR TO VOTING AS THE MEETING MATERIALS HAVE BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION.

How to Vote

Your vote is important. As a shareholder, it is very important that you read the Meeting Materials carefully before voting your common shares of the Company. You are eligible to vote your common shares if you were a shareholder of record of the Company at the close of business (5:00 p.m. (EDT)) on March 13, 2025. If you held common shares of the Company as of the close of business on that date, you have the right to cast one vote per common share owned on any resolution to be voted upon at the Meeting. You may vote in person or by proxy; however, we encourage you to vote by proxy in advance of the Meeting. Our goal is to secure as large a representation as possible of shareholders at the Meeting. You may vote by proxy in any of the ways noted in the Circular and in your form of proxy or voting instruction form.

Whether or not you are able to attend the Meeting in person, registered shareholders and non-registered shareholders are encouraged to vote in advance of the Meeting.

Registered Shareholders: If you are a registered shareholder of the Company and you are unable to attend the Meeting in person but wish to ensure that your shares will be voted at the Meeting, you are asked to return the accompanying form of proxy to TSX Trust Company using one of the methods set out in the form of proxy not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting or an adjournment or postponement thereof, to be used at the Meeting or an adjournment or postponement thereof.

Non-Registered Shareholders: If your shares are held in an account with a brokerage firm or an Intermediary thereof, you are not a registered shareholder of the Company. If you have received the Meeting Materials through your broker or through another Intermediary, please follow the instructions set out in the voting instruction form or other instructions received from the financial Intermediary to ensure that your shares will be voted at the Meeting. To be effective, your voting instructions must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting or an adjournment or postponement thereof, to be used at the Meeting or an adjournment or postponement thereof.

Dated at Toronto, Ontario March 7, 2025.

On behalf of the board of directors,

J. Wesley Newton, Secretary

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MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular (the "Circular") is for the Algoma Central Corporation (the "Company") Annual General Meeting of shareholders (the "Meeting") to be held in person on Friday, May 2, 2025 at Vantage Venues, 27th Floor, 150 King Street West, Toronto, Ontario, M5H 1J9, at 11:30 a.m. (EDT). Provided you are a shareholder as of the Record Date (defined below) you have the right to vote your common shares of the Company (the "Common Shares") for approval of the matters set forth in the notice of meeting (the "Notice of Meeting").

To help you make an informed decision, please read this Circular and the Annual Report (which includes the financial statements for the year ended December 31, 2024 (the "Financial Statements") along with the related management's discussion & analysis (together, the "Annual Report"). This Circular gives you important information about the Company and the matters to be dealt with at the Meeting. All currency amounts referred to in this Circular are expressed in Canadian dollars, unless stated otherwise.

Record Date and Quorum

The record date for determining the shareholders entitled to receive notice of and vote at the Meeting is the close of business (5:00 p.m. (EDT)) on March 13, 2025 (the "Record Date"). If you held Common Shares as of the close of business on the Record Date, you have the right to cast one vote per Common Share owned on any resolution to be voted upon at the Meeting.

Pursuant to the by-laws of the Company, and subject to the Canada Business Corporations Act (the "CBCA"), a quorum for the transaction of business at any meeting of shareholders is two persons present or by proxy who hold or represent by proxy not less than 10% of the issued and outstanding Common Shares entitled to vote at such meeting.

PROXY RELATED MATTERS

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company for use at the Meeting for the purposes set forth in the Notice of Meeting. It is expected that the solicitation of proxies will be primarily by mail, but proxies may also be solicited by telephone by employees of the Company, without special compensation. In addition, proxies may also be solicited by persons retained by the Company for that purpose. The total cost of such solicitation will be borne by the Company.

Notice-and-Access

This year, the Company will continue its use of the "notice-and-access" mechanism of delivering materials to both registered and non-registered shareholders in connection with the Meeting. As such, the Company has posted electronic copies of the Circular and Annual Report on the Company's website at www.algonet.com/investor-relations/ and on the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca instead of printing and mailing out paper copies, as permitted by the Canadian securities regulators. Notice-and-access allows issuers to post electronic versions of proxy-related materials online via SEDAR+ and one other website, rather than mailing paper copies of such materials to shareholders.

Shareholders with questions about notice-and-access can call the Company's transfer agent, TSX Trust Company ("TSX-T"), toll free at 1-800-387-0825 (1-416-682-3860 if outside Canada and the US).

The Company will pay the reasonable costs incurred by persons who are registered but not beneficial owners of Common Shares (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of the Notice of Meeting, the Circular and form of proxy to beneficial owners of such Common Shares. The Company will furnish to such persons, without cost, upon request to the Company at Suite 600, 63 Church Street, St. Catharines, ON, L2R 3C4, additional copies of the Notice of Meeting, the Circular and form of proxy for this purpose. Executed forms of proxy may be mailed to TSX Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1 or refer to the "How to Vote" section below for alternate options.

How to Obtain Paper Copies of the Meeting Materials

All shareholders may request that a paper copy of the Circular and Annual Report (the "Meeting Materials") be sent to them at no cost by contacting the Company. Requests may be made up to one year from the date the Meeting Materials were filed on SEDAR by calling 1-888-999-1883 (toll free in North America), or sending an email to investorrelations@algonet.com.

A paper copy of the Meeting Materials will be mailed to you within three business days of receiving your request, if the request is made at any time prior to the Meeting. We estimate that your request for Meeting Materials will need to be received on or before April 18, 2025 in order to receive your paper copies in advance of the deadline for submission of form of proxies and/or Voting Instruction Forms (defined below) in respect of the Meeting.

How to Vote

We encourage you to vote by proxy before the Meeting. Our goal is to secure as large a representation of shareholders as possible at the Meeting.

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There are two ways to vote: (1) by proxy before the Meeting; (2) in person during the Meeting. How you can vote depends on whether you are a registered or non-registered (beneficial) shareholder. More details can be found in the following tables:

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NON-REGISTERED (BENEFICIAL) SHAREHOLDERS

You are a non-registered shareholder if your shares are registered in the name of an Intermediary such as a bank, trust company, trustee, investment dealer, clearing house or other institution.

Non-registered shareholders are encouraged to vote in advance of the Meeting using the methods described below. Even if you currently plan to attend the Meeting in person, you should consider voting your shares by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting.

By proxy prior to the

Meeting

Telephone

You may enter your voting instructions by telephone at 1-800-474-7493 (English) or 1-800-474-7501(French). You will need your 16-digit control number located on your Voting Instruction Form.

Online

Using your 16-digit control number located on your Voting Instruction Form, proceed to www.proxyvote.com or scan the QR code to access the website, and vote using your computer or mobile device.

For any questions regarding the Meeting or a shareholder's ability to participate or vote at the Meeting, please contact TSX Trust Company at shareholderinquiries@tmx.com.

Asking Questions During the Meeting

Following the formal part of the Meeting, we will hold a Q&A session to answer any questions submitted in person during the Meeting. All shareholders or duly appointed proxyholders may ask questions.

All shareholder questions are welcome; however, we do not intend to address questions that (a) are irrelevant to the business of the Meeting or to the Company's operations; (b) are related to personal grievances; (c) are related to non-public information about the Company; (d) constitute derogatory references to individuals or that are otherwise offensive to third parties; (e) are repetitious or have already been asked by other shareholders; (f) are in furtherance of a shareholder's personal or business interest; or (g) are out of order or not otherwise appropriate as determined by the Chair or Secretary of the Meeting in their reasonable judgement.

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Voting by Registered Shareholders

Voting in advance of the Meeting by proxy is the easiest way to vote. It means you are giving someone else (your proxyholder) the authority to attend the Meeting and vote for you according to your instructions. If the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. Where no choice is specified, the Common Shares represented by such proxy will be voted IN FAVOUR of those matters set out in the proxy and at the discretion of the proxy holder with respect to other matters that may properly come before the Meeting. As of the date of this Circular, management knows of no amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting; however, if any amendments, variations or other matters which are not known to management should properly come before the Meeting or any adjournment(s) or postponement(s) thereof, the Common Shares represented by the proxies in favour of management nominees will be voted on such amendments, variations or other matters in accordance with the best judgment of the proxy nominee.

THE PERSONS NAMED IN THE PROXY ARE MEMBERS OF THE COMPANY'S MANAGEMENT. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY) TO REPRESENT THE SHAREHOLDER AT THE MEETING MAY DO SO EITHER BY STRIKING OUT THE NAMES OF THE PERSONS SPECIFIED IN THE FORM OF PROXY AND INSERTING THE NAME OF THE PERSON TO BE APPOINTED IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY.

Voting by Non-registered Shareholders

In many cases, Common Shares beneficially owned by a person i.e. a non-registeredshareholder, are registered either (a) in the name of an Intermediary (an "Intermediary") that the non-registeredshareholder deals with in respect of such Common Shares (e.g., banks, trust companies, securities dealers or brokers and trustees or administrators of self-administeredregistered retirement savings plans (RRSPs), registered retirement income funds (RRIFs), registered education savings plans (RESPs) and similar plans); or (b) in the name of a clearing agency (e.g., CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"),the Company is using "notice-and-access" to deliver this Circular to both registered and non-registeredshareholders. This means that the Circular is being posted online for you to access, rather than being mailed out. A Voting Instruction Form has been mailed to all non-registeredshareholders so that such holders may instruct their Intermediaries on how to vote their Common Shares. In accordance with NI 54-101,the Annual Report will be mailed to all non- registered shareholders who have either opted to have a copy mailed to them or to have an electronic copy sent to them via e-mail.For all others, the Annual Report will be available online at www.algonet.com/investor-relations/ and online via SEDAR+.

Intermediaries are required to forward the meeting materials to non-registered shareholders unless a non-registered shareholder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the meeting materials to non-registered shareholders. Generally, non-registered shareholders who have not waived the right to receive meeting materials will either:

1. be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the non-registered shareholder, but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non- registered shareholder when submitting the proxy. In this case, the non-registered shareholder who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified above under "How to Vote", or
2. In either case, the purpose of this procedure is to permit non-registered shareholders to direct the voting of the Common Shares they beneficially own.

Revocation of Proxies

Any registered shareholder who has given a proxy may revoke such proxy by depositing an instrument in writing executed by such shareholder or by his or her attorney authorized in writing at the office of the Company at 63 Church Street, Suite 600, St. Catharines, Ontario, L2R 3C4, on or before the last business day preceding the day of the Meeting or any adjournment or postponement thereof or, as to any matter upon which a vote has not already been cast pursuant to the authority conferred by such proxy, with the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof, or in any other manner permitted by law. Non-registered shareholders wishing to revoke a proxy should contact their Intermediary for instructions. Non-registered shareholders may revoke a Voting Instruction Form or a waiver of the right to receive meeting materials and to vote, which has been given to an Intermediary or its service company, at any time by written notice to the Intermediary in accordance with the instructions received from the Intermediary, except that an Intermediary may not act on a revocation of a voting instruction form or a waiver of the right to receive meeting materials and to vote that is not received by the Intermediary in sufficient time prior to the Meeting. Non-registered shareholders who have deposited a form of proxy signed by their Intermediary and who wish to change their vote must contact their Intermediary, since only registered shareholders may revoke a legal proxy.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Outstanding Shares

The Company is authorized to issue an unlimited number of Common Shares and preferred shares, of which there are 40,567,816 Common Shares issued and outstanding and nil preferred shares issued and outstanding as at March 7, 2025. The Common Shares, which carry one vote each, may be voted at the Meeting. In accordance with the provisions of the CBCA, the Company will prepare a list of the holders of its Common Shares as of the close of business on the Record Date. A shareholder named in such list will be entitled to vote his or her Common Shares at the Meeting.

Interest of Certain Persons or Companies in Matters to be Acted Upon

As at the date hereof, to the knowledge of the directors and senior officers of the Company, none of the directors or officers of the Company who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, nor any proposed nominee for election as a director of the Company nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

Principal Holders of Common Shares

To the knowledge of the directors and officers of the Company, as of the date hereof, no person or company beneficially owns, controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to all outstanding Common Shares, other than as set out below:

BUSINESS OF THE MEETING

RECEIPT OF FINANCIAL STATEMENTS AND AUDITOR REPORT

Financial Statements will be placed before the Meeting. Approval of the Financial Statements by shareholders of the Company is not required.

ELECTION OF DIRECTORS

The Board of Directors of the Company (the "Board") consists of such number, being not less than five or more than fifteen, as shall be determined by the directors from time to time. The Board has passed a resolution determining that the Board shall consist of ten directors until changed by the Board, and ten directors shall be elected at the Meeting. Directors elected at the Meeting will serve until the next annual meeting of shareholders or until their respective successors are elected or appointed. Management does not contemplate that any of the proposed nominees will be unable to serve as a director. If, for any reason, any proposed nominee is unable to serve as such, the representatives of management, if so named as proxy, reserve the right to vote for any other nominee in their sole discretion. The following information relating to the nominee as directors is based partly on the Company's records and partly on information received by the Company from such persons and is given as at March 7, 2025.

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1. Each proposed nominee who is stated to have first become a director in a specified year has served continuously as a director from the year indicated.
2. Represents the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised.

Majority Voting

Following amendments to the CBCA which took effect on August 31, 2022, the Board has repealed the Company's majority voting policy such that, pursuant to the CBCA, shareholders are to vote "for" or "against" nominees for the Board at an uncontested meeting. Only nominees receiving a majority of the votes cast in their favour will be elected, subject to limited and defined circumstances. If a nominee does not receive a majority of the votes cast for their election, the nominee will not be elected and the Board position will remain open subject to limited and defined circumstances. In the event that the nominee is an incumbent director and is not re-elected at the Meeting as a result of not receiving a majority of the votes in their favour, such director may continue in office until the earlier of (i) the 90th day after the election, or (ii) the day on

ALGOMA CENTRAL CORPORATION 2025 MANAGEMENT INFORMATION CIRCULAR I 8

which his or her successor is appointed or elected. In accordance with the CBCA, the Board may reappoint an incumbent director even if he or she does not receive majority support in the following limited and defined circumstances: (i) to satisfy Canadian residency requirements; or (ii) to satisfy the requirement that at least two directors are not also officers or employees of the Company or its affiliates.

APPOINTMENT OF AN AUDITOR

The Company's current auditor is Deloitte LLP. It is intended to vote proxies received by management nominees in favour of the firm Deloitte LLP as auditor of the Company for an additional one-year term. A majority of votes cast is required to re-appoint the auditor.

REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS

COMPENSATION DISCUSSION & ANALYSIS

This section provides information regarding the compensation program in effect in 2024 for the Chief Executive Officer (the "CEO"), Chief Financial Officer (the "CFO"), and the three other most highly compensated executive officers of the Company, collectively the named executive officers (each, a "NEO").

The Corporate Governance Committee of the Board makes recommendations to the Board regarding the compensation of directors and senior officers. The Corporate Governance Committee consists of five members, each of whom is independent. The Corporate Governance Committee for 2024 comprised Clive P. Rowe, Richard B. Carty (Chairman), Duncan N. R. Jackman, Trinity O. Jackman, and Eric Stevenson.

Executive Summary

The compensation program for the senior officers of the Company comprises base salary, non-equity incentive compensation plans and an equity long-term incentive compensation plan. In establishing base salary, length of service and individual performance are both considered. The incentive compensation plans offer both short-term and longer-term incentives and are based on Company and individual performance.

Compensation Philosophy and Objectives

The compensation programs of the Company are designed to attract and retain well-qualified, experienced individuals at all levels of the organization. All shore-based employees and the captains and chief engineers of the Company's domestic vessels participate in an annual incentive compensation program designed to align their actions with results that deliver shareholder value. In addition to the annual incentive program that is open to all shore-based employees, senior management of the Company are eligible to participate in programs that are designed to also align their compensation with medium- and long-term enhancements in shareholder value.

As a rule, senior executive compensation is designed to be competitive with the compensation programs offered by companies of similar size and sharing similar business characteristics. The purpose of the programs is to attract and to retain qualified senior executives. The compensation is designed to be fair and reflective of the skills and experience that the executives bring to the Company.

The structure of the compensation program is designed to reward executives for actions that have an immediate or short-term benefit, yet also serve to enhance the value of the Company over the medium and longer term by improving the Company's competitive position in its industry, growing the business in a manner that enhances long-term shareholder value, and that do not involve excessive risk-taking.

The Company understands the importance of effective risk management and regulatory compliance, both generally and in the context of compensation policies. Risk management and regulatory compliance activities are integrated into management's decision-making processes and these activities are regularly reported to the Board or to committees of the Board. The Board does not have compensation practices which, for example, reward or incent excessive risk-taking, or in which short-term results are much more heavily weighted than longer-term results.

The Corporate Governance Committee has assessed the risks associated with the Company's compensation structure and has concluded that the compensation program does not create situations where executives would be unduly compensated for taking excessive risk. This is achieved by ensuring that the incentive compensation program is assessed and approved annually by the Corporate Governance Committee. The annual review allows a degree of discretion in favour of the Committee in the final determination of annual awards. In addition, the program is designed to include caps on the amount of incentive compensation that can be awarded in any one year.

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