<PAGE>

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

                                ----------------

              NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
                                   MAY 6, 2005

                                ----------------

      NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders
of Gerdau Ameristeel Corporation will be held at the Sheraton Centre Hotel, 123
Queen St. West, Toronto, Canada on FRIDAY, MAY 6, 2005, AT 10:00 A.M., TORONTO
TIME, for the following purposes:

      a)    to receive the consolidated financial statements of Gerdau
            Ameristeel Corporation and its subsidiary companies for the
            financial year ended December 31, 2004 together with the report of
            the auditors thereon;

      b)    to elect nine directors for the ensuing year;

      c)    to appoint auditors and to authorize the directors to fix their
            remuneration;

      d)    to consider, and if deemed advisable, pass, with or without
            variation, a resolution approving the 2005 Long-Term Incentive Plan
            of Gerdau Ameristeel Corporation adopted by the Board of Directors,
            as summarized in the Management Information Circular; and

      e)    to transact such further and other business as may properly come
            before the meeting or any adjournments thereof.

DATED at Toronto the 25th day of March, 2005.

                                   BY ORDER OF THE BOARD OF DIRECTORS

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

      If you are unable to attend the meeting in person, you are requested to
date, sign and return the enclosed form of proxy in the envelope provided for
that purpose.

      THE BOARD OF DIRECTORS HAS, BY RESOLUTION, FIXED 5:00 P.M., TORONTO TIME,
ON WEDNESDAY, MAY 4, 2005 OR SUCH OTHER TIME THAT IS NOT LESS THAN 48 HOURS
(EXCLUDING SATURDAYS AND HOLIDAYS) PRECEDING THE TIME OF THE MEETING OR ANY
ADJOURNMENTS THEREOF AS THE TIME BEFORE WHICH PROXIES TO BE USED OR ACTED UPON
AT THE MEETING OR ANY ADJOURNMENTS THEREOF MUST BE DEPOSITED WITH, OR IF MAILED
MUST BE RECEIVED BY CIBC MELLON TRUST COMPANY, 200 QUEEN'S QUAY EAST, UNIT 6,
TORONTO, ONTARIO, M5A 4K9.

<PAGE>

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

                         MANAGEMENT INFORMATION CIRCULAR
                              DATED MARCH 23, 2005

                 SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

            The information contained in this management information circular
(the "Management Information Circular") is furnished in connection with the
solicitation of proxies from registered owners of common shares (the "Common
Shares") of Gerdau Ameristeel Corporation ("Gerdau Ameristeel" or the
"Corporation") (and of voting instructions in the case of non-registered owners
of Common Shares) to be used at the annual and special meeting of shareholders
of the Corporation to be held on Friday, May 6, 2005 at 10 a.m. at the Sheraton
Centre Hotel, 123 Queen St. West, Toronto, Canada, and at all adjournments of
the meeting, for the purposes set forth in the accompanying notice of meeting.
It is expected that the solicitation will be made primarily by mail, but proxies
and voting instructions may also be solicited personally by employees of the
Corporation. THE SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS BY THIS
MANAGEMENT INFORMATION CIRCULAR IS BEING MADE BY OR ON BEHALF OF THE MANAGEMENT
OF THE CORPORATION. The total cost of the solicitation of proxies will be borne
by the Corporation. The information contained in this Management Information
Circular is given as at March 23, 2005, except where otherwise noted.

                                REGISTERED OWNERS

            If you are a registered owner of Common Shares, you may vote in
person at the meeting or you may appoint another person to represent you as
proxyholder and vote your Common Shares at the meeting. If you wish to attend
the meeting, do not complete or return the enclosed form of proxy because you
will vote in person at the meeting. Please register with the transfer agent,
CIBC Mellon Trust Company, when you arrive at the meeting.

Appointment of Proxies

            If you do not wish to attend the meeting, you should complete and
return the enclosed form of proxy. The individuals named in the form of proxy
are representatives of management of the Corporation and are directors and
officers of the Corporation. YOU HAVE THE RIGHT TO APPOINT SOMEONE ELSE TO
REPRESENT YOU AT THE MEETING. If you wish to appoint someone else to represent
you at the meeting, insert that other person's name in the blank space in the
form of proxy. The person you appoint to represent you at the meeting need not
be a shareholder of the Corporation.

            To be valid, proxies must be deposited with CIBC Mellon Trust
Company, 200 Queen's Quay East, Unit 6, Toronto, Ontario, M5A 4K9 by 5:00 p.m.
Toronto time, on Wednesday, May 4, 2005 or such other time that is not less than
48 hours (excluding Saturdays and holidays) before the time fixed for the
meeting or any adjournment thereof.

                                      -2-
<PAGE>

Revocation

            If you have submitted a proxy and later wish to revoke it you can do
            so by:

      (b)   completing and signing a form of proxy bearing a later date and
            depositing it with CIBC Mellon Trust Company as described above;

      (c)   depositing a document that is signed by you (or by someone you have
            properly authorized to act on your behalf) (i) at the registered
            office of the Corporation, located at Hopkins Street South, Whitby,
            Ontario, L1N 5T1, Canada at any time up to the last business day
            preceding the day of the meeting, or any adjournment of the meeting,
            at which the proxy is to be used, or (ii) with the chair of the
            meeting before the meeting starts on the day of the meeting or any
            adjournment of the meeting;

      (d)   electronically transmitting your revocation in a manner permitted by
            law, provided that the revocation is received (i) at the registered
            office of the Corporation at any time up to and including the last
            business day preceding the day of the meeting, or any adjournment of
            the meeting, at which the proxy is to be used, or (ii) by the chair
            of the meeting before the meeting starts on the day of the meeting
            or any adjournment of the meeting; or

      (e)   following any other procedure that is permitted by law.

Voting of Proxies

            In connection with any ballot that may be called for, the management
representatives designated in the enclosed form of proxy will vote or withhold
from voting your Common Shares in accordance with the instructions you have
indicated on the proxy and, if you specify a choice with respect to any matter
to be acted upon, the Common Shares will be voted accordingly. IN THE ABSENCE OF
ANY DIRECTION, YOUR SHARES WILL BE VOTED BY THE MANAGEMENT REPRESENTATIVES FOR
THE ELECTION OF DIRECTORS, FOR THE APPOINTMENT OF THE AUDITORS AND FOR THE
APPROVAL OF THE 2005 LONG-TERM INCENTIVE PLAN AS INDICATED UNDER THOSE HEADINGS
IN THIS MANAGEMENT INFORMATION CIRCULAR.

            The management representatives designated in the enclosed form of
proxy have discretionary authority with respect to amendments to or variations
of matters identified in the notice of meeting and with respect to other matters
that may properly come before the meeting. At the date of this Management
Information Circular, management of the Corporation knows of no such amendments,
variations or other matters.

                              NON-REGISTERED OWNERS

            If your Common Shares are registered in the name of a depository
(such as The Canadian Depository for Securities Limited) or an intermediary
(such as a bank, trust company, securities dealer or broker, or trustee or
administrator of a self-administered RRSP, RRIF, RESP or similar plan), you are
a non-registered owner.

            Only registered owners of Common Shares, or the persons they appoint
as their proxies, are permitted to attend and vote at the meeting. If you are a
non-registered owner, you are entitled to direct how the Common Shares
beneficially owned by you are to be voted or you may obtain a form of legal
proxy that will entitle you to attend and vote at the meeting.

            In accordance with Canadian securities law, the Corporation has
distributed copies of the notice of meeting, this Management Information
Circular and the 2004 annual report (collectively, the "meeting materials") to
the intermediaries for onward distribution to non-registered owners who have not
waived their right to receive them. Typically, intermediaries will use a service
company (such as ADP Investor Communications) to forward the meeting materials
to non-registered owners.

                                      -3-
<PAGE>

            If you are a non-registered owner and have not waived your right to
receive meeting materials, you will receive either a request for voting
instructions or a form of proxy with your meeting materials. The purpose of
these documents is to permit you to direct the voting of the shares you
beneficially own. You should follow the procedures set out below, depending on
which type of document you receive.

b)    Request for Voting Instructions.

      If you do not wish to attend the meeting (or have another person attend
      and vote on your behalf), you should complete, sign and return the
      enclosed request for voting instructions in accordance with the directions
      provided. You may revoke your voting instructions at any time by written
      notice to your intermediary, except that the intermediary is not required
      to honour the revocation unless it is received at least seven days before
      the meeting.

      If you wish to attend the meeting and vote in person (or have another
      person attend and vote on your behalf), you must complete, sign and return
      the enclosed request for voting instructions in accordance with the
      directions provided and a form of proxy will be sent to you giving you (or
      the other person) the right to attend and vote at the meeting. You (or the
      other person) must register with the transfer agent, CIBC Mellon Trust
      Company, when you arrive at the meeting.

      or

c)    Form of Proxy.

      The form of proxy has been signed by the intermediary (typically by a
      facsimile, stamped signature) and completed to indicate the number of
      Common Shares beneficially owned by you. Otherwise, the form of proxy is
      uncompleted.

      If you do not wish to attend the meeting, you should complete the form of
      proxy in accordance with the instructions set out in the section titled
      "Registered Owners" above.

      If you wish to attend the meeting, you must strike out the names of the
      persons named in the proxy and insert your name in the blank space
      provided. To be valid, proxies must be deposited with CIBC Mellon Trust
      Company, 200 Queen's Quay East, Unit 6, Toronto, Ontario, M5A 4K9 by 5:00
      p.m. Toronto time, on Wednesday, May 4, 2005 or such other time that is
      not less than 48 hours (excluding Saturdays and holidays) before the time
      fixed for the meeting or any adjournment thereof. You must register with
      the transfer agent, CIBC Mellon Trust Company, when you arrive at the
      meeting.

YOU SHOULD FOLLOW THE INSTRUCTIONS ON THE DOCUMENT THAT YOU HAVE RECEIVED AND
CONTACT YOUR INTERMEDIARY PROMPTLY IF YOU NEED ASSISTANCE.

                                  VOTING SHARES

            The share capital of the Corporation consists of an unlimited number
of Common Shares and an unlimited number of preferred shares, issuable in
series. On March 23, 2005 the Corporation had outstanding 304,210,761 Common
Shares and no preferred shares. Each holder of Common Shares of record at the
close of business on March 24, 2005, the record date established for notice of
the meeting, will be entitled to vote on all matters proposed to come before the
meeting on the basis of one vote for each Common Share held.

            Entitlement to vote is determined as of the record date. However, if
any Common Shares are transferred after the record date, the new owner may be
entitled to vote the Common Shares at the meeting. To do so, the new owner must
establish ownership of the Common Shares and make a written demand to have their
name added to the list of shareholders entitled to vote at the meeting, not
later than the close of business on Tuesday, April 26, 2005.

                                      -4-
<PAGE>

                     PRINCIPAL HOLDERS OF VOTING SECURITIES

            To the knowledge of the directors and officers of the Corporation,
there is no person or company who beneficially owns, directly or indirectly, or
exercises control or direction over, securities of the Corporation carrying more
than 10% of the voting rights attached to any class of outstanding voting
securities except as follows. Gerdau S.A. indirectly owns a total of 202,135,900
Common Shares or 66.5% of the issued and outstanding common shares of the
Corporation. Metalurgica Gerdau S.A. and its controlled companies hold 79.04% of
the voting capital of Gerdau S.A. The Gerdau Johannpeter family indirectly
controls Metalurgica Gerdau S.A., collectively holding 63.44% of the voting
capital and 21.43% of the total capital of Metalurgica Gerdau S.A. The majority
shareholder of Gerdau Ameristeel does not have different voting rights than
other shareholders.

                              ELECTION OF DIRECTORS

            The board of directors of the Corporation (the "Board of Directors"
or the "Board") is elected annually and may consist of not fewer than the
minimum and not more than the maximum number of directors as provided in the
articles. The number of directors to be elected at the meeting is nine. The
management representatives designated in the enclosed form of proxy intend to
vote FOR the election as directors of the proposed nominees whose names are set
out below. All nominees are now directors and have been directors since the
dates indicated below. Management does not contemplate that any of the proposed
nominees will be unable to serve as a director but, if that should occur for any
reason before the meeting, the management representatives designated in the
enclosed form of proxy reserve the right to vote for another nominee at their
discretion. Each director elected will hold office until the next annual and
special meeting or until his successor is elected or appointed, unless his
office is earlier vacated.

            The following table and the biographies that follow set forth
information on the persons proposed to be nominated for election as directors,
including whether they are independent of the Corporation. The Board has a
policy of ensuring that a majority of its directors are independent.

            The Corporation has an Audit Committee, a Corporate Governance
Committee and a Human Resources Committee. The members of these Committees are
indicated below. The Audit Committee, the Corporate Governance Committee and the
Human Resources Committee have each adopted a written charter, attached to this
Management Information Circular as Schedules A, B and C respectively. The
charters are also available on the Corporation's website at
www.gerdauameristeel.com.

<TABLE>
<CAPTION>
                                                                                                           OWNERSHIP
                                                                                                          OR CONTROL
NAME, AGE AND PROVINCE/STATE AND  MAJOR POSITIONS WITH THE CORPORATION AND         PRINCIPAL              OVER VOTING
      COUNTRY OF RESIDENCE                SIGNIFICANT AFFILIATES                  OCCUPATION              SECURITIES
--------------------------------  ----------------------------------------        ----------              ----------
<S>                               <C>                                       <C>                           <C>
Phillip E. Casey(2), 62           Director since 2002, and Chief Executive  Director, Chief Executive      8,409,489
Florida, U.S.                     Officer and President of the Corporation  Officer and President of       Common
                                                                            the Corporation                Shares

Kenneth W. Harrigan, 77           Director since 1994                       Chairman, K.W.                 1,000
Ontario, Canada                                                             Harrigan Consultants           Common
                                  Independent                               (business consultant)          Shares

                                  Member of:

                                     -  the Audit Committee

                                     -  the Human Resources Committee
</TABLE>

                                      -5-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     OWNERSHIP
                                                                                                                     OR CONTROL
NAME, AGE AND PROVINCE/STATE AND           MAJOR POSITIONS WITH THE CORPORATION AND          PRINCIPAL              OVER VOTING
      COUNTRY OF RESIDENCE                          SIGNIFICANT AFFILIATES                   OCCUPATION              SECURITIES
--------------------------------           ----------------------------------------          ----------              ----------
<S>                                        <C>                                        <C>                       <C>
Joseph J. Heffernan(3), 58                 Director since 1996                        Chairman, Rothmans Inc.   5,200 Common Shares
Toronto, Ontario, Canada                                                              (tobacco manufacturer)
                                           Independent

                                           Member of:

                                              -  the Corporate Governance
                                                 Committee (Chair)

                                              -  the Human Resources Committee

Jorge Gerdau Johannpeter(1)(4), 68         Director since 2002, and Chairman of the   Director and Chairman     202,145,900 Common
Rio Grande do Sul, Brazil                  Board of Directors of the Corporation      of the Board of           Shares
                                                                                      Directors of Gerdau S.A.

Frederico C. Gerdau Johannpeter(1)(5), 62  Director since 2002                        Vice President of Gerdau  202,198,900 Common
Rio Grande do Sul, Brazil                                                             S.A.                      Shares

Andre Bier Johannpeter(1)(6), 42           Director since 2002, and Vice-President    Director, Vice President  202,151,900 Common
Florida, U.S.                              and Chief Operating Officer of the         and Chief Operating       Shares
                                           Corporation                                Officer of the
                                                                                      Corporation

J. Spencer Lanthier, 64                    Director since 2000                        Corporate Director        10,043 Common Shares
Ontario, Canada
                                           Independent

                                           Member of:

                                              -  the Audit Committee (Chair)

Arthur Scace, 66                           Director since 2003                        Counsel, McCarthy         10,000 Common Shares
Ontario, Canada                                                                       Tetrault LLP (law firm)
                                           Independent

                                           Member of:

                                              -  the Audit Committee

                                              -  the Corporate Governance
                                                 Committee

Dr. Michael D. Sopko, 66                   Director since 1997                        Corporate Director        1,000 Common Shares
Ontario, Canada
                                           Independent

                                           Member of:

                                              -  the Human Resources Committee
                                                 (Chair)
</TABLE>

                                      -6-
<PAGE>

------------------

      (1)   Gerdau S.A. indirectly owns 202,135,900 Common Shares. Metalurgica
            Gerdau S.A. and its controlled companies hold 79.04% of the voting
            capital of Gerdau S.A. The Gerdau Johannpeter family indirectly
            controls Metalurgica Gerdau S.A., collectively holding 63.44% of the
            voting capital and 21.43% of the total capital of Metalurgica Gerdau
            S.A.

      (2)   Mr. Casey owns 2,987,928 Common Shares directly and indirectly holds
            the remaining 5,421,561 Common Shares.

      (3)   Mr. Heffernan owns 5,000 Common Shares directly and indirectly holds
            the remaining 200 Common Shares.

      (4)   Mr. Jorge Gerdau Johannpeter beneficially owns 202,135,900 Common
            Shares held by Gerdau S.A. and indirectly holds 10,000 Common
            Shares.

      (5)   Mr. Frederico C. Gerdau Johannpeter beneficially owns 202,135,900
            Common Shares indirectly held by Gerdau S.A. and indirectly holds
            63,000 Common Shares.

      (6)   Mr. Andre Bier Johannpeter beneficially owns 202,135,900 Common
            Shares indirectly held by Gerdau S.A. and indirectly holds 16,000
            Common Shares.

            PHILLIP E. CASEY has been our President and Chief Executive Officer
      and a director since October 2002. Prior to that he was Chief Executive
      Officer and a director of Ameristeel Corporation starting in June 1994 and
      President of Ameristeel Corporation starting in September 1999. Mr. Casey
      was Chairman of the Board of Ameristeel from June 1994 until September
      1999.

            KENNETH W. HARRIGAN has been a director of Gerdau Ameristeel since
      1994. Mr. Harrigan is also Chairman of K.W. Harrigan Consultants and a
      director of a number of other Canadian public companies including Camco
      Inc. and Samuel Manu-Tech Inc. Prior to that, he was Chairman and Chief
      Executive Officer of and consultant to Ford Motor Company of Canada,
      Limited.

            JOSEPH J. HEFFERNAN has been a director of Gerdau Ameristeel since
      1996. He was non-executive Vice-Chairman of Gerdau Ameristeel (when it was
      Co-Steel) from 1999 until October 2002. Mr. Heffernan is also Chairman of
      Rothmans Inc., Chairman of Clairvest Group Inc. and a director of a number
      of other Canadian companies.

            JORGE GERDAU JOHANNPETER has been working for the Gerdau group since
      1954. Mr. Jorge Johannpeter became an executive officer of Gerdau S.A. in
      1971 and was appointed Chairman of the Board of Directors and President in
      1983. Since 2002, after the implementation of Gerdau S.A.'s new corporate
      governance structure, he also became the President of Gerdau S.A.'s
      Executive Committee. He holds a degree in Law from the Federal University
      of Rio Grande do Sul, Brazil.

            FREDERICO C. GERDAU JOHANNPETER has worked for the Gerdau group
      since 1961. Mr. Johannpeter became an executive officer of Gerdau S.A. in
      1971 and has been a director since 1973. Under Gerdau S.A.'s new corporate
      governance structure, he also became Senior Vice President of Gerdau
      S.A.'s Executive Committee. He holds a degree in Business Administration
      from the Federal University of Rio Grande do Sul, Brazil and a Masters
      degree in Business, Finance, Costs and Investments from the University of
      Cologne, Germany.

                                      -7-
<PAGE>

            ANDRE BIER JOHANNPETER was named Chief Operating Officer on August
      1, 2004. He has been working for the Gerdau companies since 1980. Mr.
      Johannpeter became an Executive Officer of Gerdau S.A. in 1989. In 1998,
      Mr. Johannpeter was appointed Director of Information Systems of Gerdau
      S.A. and in 1999 became Director of New Business Development of Gerdau
      S.A. and in 2002 he was appointed Vice President, North American
      Operations of Gerdau S.A. Mr. Johannpeter became a director and was
      appointed Vice-President, Chief Operating Officer of Gerdau Ameristeel,
      Canadian Operations in October 2002 and was appointed Vice President,
      Business Development of Gerdau Ameristeel in November 2003. He received a
      degree in Business Management from the Catholic Pontiff University of Rio
      Grande do Sul, Brazil.

            J. SPENCER LANTHIER has been a director of Gerdau Ameristeel since
      2000. Mr. Lanthier is a director of a number of other Canadian public
      companies including the Bank of Canada, Emergis Inc., Torstar Corporation,
      TSX Group Inc. and Zarlink Semiconductor Inc.

            ARTHUR SCACE has been a director of Gerdau Ameristeel since 2003.
      Mr. Scace is counsel to McCarthy Tetrault LLP, a Canadian law firm, and is
      the former national chairman and managing partner of the firm. He is a
      director of several corporations, including The Bank of Nova Scotia and
      Sceptre Investment Counsel Limited. Mr. Scace is a Rhodes Scholar with
      degrees from the University of Toronto, Harvard University and Oxford
      University.

            DR. MICHAEL D. SOPKO has been a director of Gerdau Ameristeel since
      1997. Dr. Sopko is also a director of a number of Canadian public
      companies, including a Canadian chartered bank.

                  Messrs. Jorge and Frederico Johannpeter are brothers. Andre
      Bier Johannpeter is the son of Jorge Johannpeter. None of the other
      directors are related to one another.

                  The Board of Directors is always open to the consideration of
      qualified individuals who could become future members of the board.
      Whenever an appropriate candidate is presented to the Board, the Board
      will consider modifying its composition accordingly, in order to serve the
      best interests of the Corporation.

                    APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN

                  The Corporation's shareholders are being asked to act upon a
      resolution to approve the Corporation's 2005 Long-Term Incentive Plan (the
      "2005 Plan"). Approval of the resolution requires the affirmative vote of
      the holders of a majority of the Common Shares present or represented and
      entitled to vote at the Meeting.

                  The 2005 Plan was approved by a majority of the Corporation's
      unrelated directors and by the Board. The Board approved the adoption of
      the 2005 Plan in March 2005 and no grants have been made under the 2005
      Plan as of the date hereof. The 2005 Plan is designed to reward the
      Corporation's employees with bonuses which are established as a percentage
      of the participant's salary, the payment of which is based on the
      achievement of return on capital invested targets. If approved by the
      shareholders, the maximum number of Common Shares issuable under the 2005
      Plan is 6,000,000 and there are currently 304,210,761 outstanding Common
      Shares. The Common Shares reserved for issuance represent approximately 2%
      of the Corporation's currently outstanding capital. Less than 10% of the
      outstanding Common Shares of the Corporation is issuable pursuant to share
      compensation arrangements, including the 2005 Plan.

                  A general description of the principal terms of the 2005 Plan
      as proposed is set forth under the heading "Report on Executive
      Compensation - Long-Term Incentives -2005 Plan".

                  IN THE ABSENCE OF CONTRARY INSTRUCTIONS, THE PERSONS IN THE
      ACCOMPANYING FORM OF PROXY INTEND TO VOTE ANY COMMON SHARES REPRESENTED BY
      SUCH PROXY FOR THE RESOLUTION SET FORTH IN APPENDIX H ATTACHED TO THIS
      MANAGEMENT INFORMATION CIRCULAR. Abstentions will be counted toward the
      tabulation of the votes cast. The resolution requires the approval of the
      majority of shareholder votes that are voted at the Meeting.

                                      -8-
<PAGE>

      The Corporation has been informed that Gerdau S.A. intends to vote its
      shares FOR the resolution. Gerdau S.A. indirectly owns a majority of the
      shares of the Corporation. See "Principal Holders of Voting Securities".

                       COMPENSATION OF EXECUTIVE OFFICERS

                  The tables and descriptive information set forth below present
      information about compensation of (i) the Corporation's Chief Executive
      Officer, (ii) the Corporation's Chief Financial Officer, and (iii) the
      three other most highly compensated executive officers of the Corporation
      whose salary and bonus earned during the financial year ended December 31,
      2004 exceeded Cdn$150,000 (collectively the "Named Executive Officers",
      determined in accordance with applicable rules). Reference is made to the
      "Report on Executive Compensation" starting on page 12 of this Management
      Information Circular. Tables have been omitted where no compensation was
      earned by or awarded or paid to any of the Named Executive Officers.

                           SUMMARY COMPENSATION TABLE

                  The Summary Compensation Table details compensation
      information for the three financial years ended December 31, 2004, for the
      Named Executive Officers. The information includes: salary earned in each
      applicable year, incentive bonuses earned in each applicable year, annual
      compensation which represents amounts reimbursed for the payment of taxes,
      and all other compensation not reported elsewhere.

                  Currency of payment and disclosure is in U.S. dollars unless
      otherwise indicated.

                                      -9-
<PAGE>

<TABLE>
<CAPTION>
                                                                               LONG-TERM COMPENSATION
                                                                        -----------------------------------
                                                                                  AWARDS            PAYOUTS
                                                                        -------------------------   -------
                                             ANNUAL COMPENSATION                       SHARES OR
                                            --------------------------
                                                               OTHER    SECURITIES       UNITS                 ALL
                                                               ANNUAL      UNDER       SUBJECT TO             OTHER
                                                               COMPEN-  OPTIONS/SARS     RESALE      LTIP    COMPEN-
                                            SALARY     BONUS   SATION     GRANTED     RESTRICTIONS  PAYOUTS  SATION
  NAME AND PRINCIPAL POSITION        YEAR     ($)       ($)      ($)        (#)(8)       ($)          ($)    ($)(9)
  ---------------------------        ----   -------   -------  ------   ------------  ------------  -------  ------
<S>                                  <C>    <C>       <C>      <C>      <C>           <C>           <C>      <C>
PHILLIP E. CASEY(1)(6)               2004   522,096   458,340     --       154,621          --       49,697   4,597
President and Chief Executive        2003   369,450    67,329     --            --          --       15,930  11,754
Officer                              2002    67,500    21,104     --            --          --           --   1,370

TOM J. LANDA(2)(7)                   2004   257,316   223,310     --       103,080          --      186,278   1,555
Vice-President, Finance, Chief       2003   211,068    38,511     --            --          --        4,472   3,706
Financial Officer and Assistant      2002    38,210    12,012     --            --          --        1,382     293
Secretary

ANDRE B. JOHANNPETER(3)              2004   325,000   300,000     --       103,080          --           --     765
Vice-President and Chief             2003   261,796    46,079     --            --          --           --  32,693
Operating Officer                    2002    22,288     5,246     --            --          --           --      --

MICHAEL P. MUELLER(4)                2004   294,468   266,442     --       103,080          --           --   2,937
Vice-President, Southern Mill        2003   241,428    44,071     --            --          --           --   7,424
Operations                           2002    43,513    13,720     --            --          --           --     777

PAULO B. VASCONCELLOS(5)             2004   294,468   247,480     --       103,080          --           --   2,937
Vice-President, Northern Mill        2003    60,972     2,066     --            --          --           --      --
Operations                           2002        --        --     --            --          --           --      --
</TABLE>

      (1)   Mr. Casey became President and Chief Executive Officer of Gerdau
            Ameristeel on October 23, 2002.

      (2)   Mr. Landa became Vice-President, Finance and Chief Financial Officer
            of Gerdau Ameristeel effective October 23, 2002.

      (3)   Mr. Johannpeter was named Chief Operating Officer on August 1, 2004.
            Mr. Johannpeter's salary in 2002 was paid by Gerdau S.A.

      (4)   Mr. Mueller became Vice President, Southern Mill Operations
            effective October 1, 2003. Previously, he was appointed Vice
            President of Steel Operations effective October 23, 2002.

      (5)   Mr. Vasconcellos became Vice President, Northern Mill Operations
            effective October 1, 2003.

      (6)   Mr. Casey's long-term incentive plan payouts for 2004 and 2003 were
            cash payments under a long term incentive plan of Ameristeel
            Corporation. No future amounts are payable to Mr. Casey under this
            long term incentive plan of Ameristeel Corporation.

      (7)   Mr. Landa's long-term incentive plan payout for 2004 consisted of
            $59,898 of cash payments under a long term incentive plan of
            Ameristeel Corporation, and $126,380 of cash payments upon exercise
            of vested SARs originally granted under a SAR plan of Ameristeel
            Corporation. His long-term incentive plan payouts for 2003 and 2002
            were cash payments under a long term incentive plan of Ameristeel
            Corporation.

      (8)   Number of phantom Common Shares granted under the Corporation's 2004
            Long-Term Incentive Stakeholder Plan. See "Report on Executive
            Compensation -- Long-Term Incentives -- 2004 Plan" for details on
            the plan.

      (9)   All other compensation consists of insurance premiums paid by the
            Corporation, or insurance expenses reimbursed by the Corporation,
            with respect to term life insurance for the benefit of the Named
            Executive Officers.

                                      -10-
<PAGE>

       OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

<TABLE>
<CAPTION>
                                                                       MARKET VALUE
                                                                      OF SECURITIES
                        SECURITIES     % OF TOTAL                       UNDERLYING
                           UNDER      OPTIONS/SARS                     OPTIONS/SARS
                       OPTIONS/SARS    GRANTED TO     EXERCISE OR     ON THE DATE OF
                          GRANTED     EMPLOYEES IN     BASE PRICE          GRANT      EXPIRATION DATE
      NAME                (#)(1)     FINANCIAL YEAR  ($/SECURITY)(2)      ($)(3)           (4)
----------------       -----------   --------------  --------------   --------------  ---------------
<S>                    <C>           <C>             <C>              <C>             <C>
Phillip E. Casey         154,621          7.6              7.14       $   1,103,996   March 1, 2009
Tom J. Landa             103,080          5.1              7.14       $     735,998   March 1, 2009
Andre B. Johannpeter     103,080          5.1              7.14       $     735,998   March 1, 2009
Michael P. Mueller       103,080          5.1              7.14       $     735,998   March 1, 2009
Paulo B. Vasconcellos    103,080          5.1              7.14       $     735,998   March 1, 2009
</TABLE>

(1) Number of phantom Common Shares granted under the Corporation's 2004
Long-Term Incentive Stakeholder Plan. See "Report on Executive Compensation --
Long-Term Incentives -- 2004 Plan" for details on the plan.

(2) Phantom Common Shares were granted with a base price of $7.14.

(3) The closing price of Gerdau Ameristeel's Common Shares on February 28, 2005
on the New York Stock Exchange was $7.14.

(4) Awards are made following the end of the fiscal year, and payouts are made
as soon as possible following vesting in equal installments over a period of
four years on each of the four anniversary dates of the date of grant, beginning
one year after the date on which the award is granted.

       AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED
            FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                           VALUE OF
                                                                         UNEXERCISED
                                                      UNEXERCISED        IN-THE-MONEY
                                                     OPTIONS/SARS AT   OPTIONS/SARS AT
                        SECURITIES                       FY-END             FY-END
                       ACQUIRED ON  AGGREGATE VALUE        (#)                ($)
                         EXERCISE      REALIZED       EXERCISABLE/       EXERCISABLE/
    NAME                   (#)           ($)          UNEXERCISABLE      UNEXERCISABLE
-----------------      -----------  ---------------  ---------------  -----------------
<S>                    <C>          <C>              <C>              <C>
Phillip E. Casey            --              --                 --/--              --/--
Tom J. Landa (1)            --         126,380       170,310/382,328  845,296/1,897,601
Andre B. Johannpeter        --              --                 --/--              --/--
Michael P. Mueller (1)      --              --       193,662/382,896  961,199/1,900,421
Paulo B. Vasconcellos       --              --                 --/--              --/--
</TABLE>

(1) SARs granted under a former Ameristeel Corporation SAR plan and converted to
Gerdau Ameristeel Common Shares based on an exchange factor of 9.4617 Gerdau
Ameristeel Common Shares for each Ameristeel Corporation share. The price of
Gerdau Ameristeel's Common Shares on December 31, 2004 on the New York Stock
Exchange was $6.76.

                                      -11-
<PAGE>

RETIREMENT PLANS

<TABLE>
<CAPTION>
                                               YEARS OF SERVICE
FINAL AVERAGE          -------------------------------------------------------------------
COMPENSATION           5 YEARS  10 YEARS  15 YEARS  20 YEARS  25 YEARS  30 YEARS  35 YEARS
                       -------  --------  --------  --------  --------  --------  --------
<S>                    <C>      <C>       <C>       <C>       <C>       <C>       <C>
$100,000                6,286    12,571    18,857    $25,142   $31,428   $37,714   $43,999
$150,000               10,036    20,071    30,107     40,142    50,178    60,214    70,249
$200,000               13,786    27,571    41,357     55,142    68,928    82,714    96,499
$205,000               14,161    28,321    42,482     56,642    70,803    84,964    99,124
</TABLE>

            The table above sets forth the estimated annual benefits, payable as
a single life annuity beginning at retirement at age 65, at various remuneration
levels and for representative years of service at normal retirement date, under
the tax qualified non-contributory defined benefit pension plan applicable to
the Named Executive Officers (the "Retirement Plan").

            Under the Retirement Plan, the compensation taken into account
generally includes all salary, bonuses and other taxable compensation, subject
to an annual compensation limit, which currently is $205,000. The Named
Executive Officers must have five years of credit service to be eligible for
payment of benefits under the Retirement Plan. As of December 31, 2004, the
final average compensation and years of credited service for the Named Executive
Officers for purposes of the Retirement Plan are as follows: Phillip E. Casey
was $200,000 and ten years, Tom J. Landa was $200,000 and nine years, Andre B.
Johannpeter was $200,000 and one year, Michael P. Mueller was $200,000 and four
years and Paulo B. Vasconcellos was $200,000 and one year. The benefits under
the Retirement Plan are not subject to any deduction for Social Security or
other offset amounts.

             MATERIAL TERMS AND CONDITIONS OF EMPLOYMENT AGREEMENTS

            There are currently no employment agreements with any of the
executive officers.

                  COMPOSITION OF THE HUMAN RESOURCES COMMITTEE

            The following individuals served as the members of the Human
Resources Committee of the Board of Directors (the "Human Resources Committee")
during the fiscal year ended December 31, 2004:

            Mr. Kenneth W. Harrigan

            Mr. Joseph J. Heffernan

            Dr. Michael D. Sopko (Chair)

            None of the members of the Human Resources Committee is an officer,
employee or former officer or employee of the Corporation or any of its
affiliates or is eligible to participate in the Corporation's executive
compensation program.

                        REPORT ON EXECUTIVE COMPENSATION

            The Corporation's Executive Compensation Program is overseen by the
Human Resources Committee of the Board of Directors. The Human Resources
Committee is responsible for reviewing, determining and recommending to the
Board for final approval the annual salary, bonus and other compensation levels
of the executive officers of the Corporation. In addition, the Human Resources
Committee is also charged with reviewing management recommendations with regard
to hirings, transfers and promotions, and overseeing pension arrangements for
all employees. The charter of the Human Resources Committee is attached to this
Management

                                      -12-
<PAGE>

Information Circular as Schedule "C" and is also available on the Corporation's
website at www.gerdauameristeel.com. The Human Resources Committee met six times
during 2004.

COMPENSATION ELEMENTS AND DETERMINATION PROCESS

            Direct compensation for executive officers of the Corporation
consists of three elements: a fixed base salary, annual incentives and long-term
incentives, each of which is described in more detail below. In reviewing and
determining executive compensation, the Human Resources Committee examines each
component individually as well as total compensation as a whole.

            Recommendations from management are submitted to the Human Resources
Committee for consideration for the Named Executive Officers (and other
management employees) other than the President and Chief Executive Officer.
Compensation levels for the President and Chief Executive Officer are determined
solely by the Human Resources Committee. As an aid to its assessment, the Human
Resources Committee uses third-party competitive data and advice from
independent compensation consultants.

BASE SALARIES

            Base salaries are initially determined with reference to the
responsibilities of the position, the experience of the incumbent and the
competitive marketplace for executive talent. External competitiveness of each
executive officer is measured by reviewing compensation levels for positions
with comparable responsibilities across a broad-based group of industrial
companies. This reference data is representative of the marketplace for senior
executive talent of each position under consideration. Base salaries are
targeted, over time, to be competitive with those of this comparator group.
Salary levels are reviewed annually and adjustments may be made, if warranted,
after evaluation of executive officer and Corporation performance, salary
increase trends in the marketplace, current salary competitive positioning and
any increase in responsibilities assumed by the executive officer.

ANNUAL INCENTIVES

            The Human Resources Committee believes that the annual incentive
compensation levels of executive officers should be tied, in part, to the
performance of the Corporation. On January 1, 2004, the Human Resources
Committee implemented a new short-term incentive plan. The new plan design
rewards executives for overall company ROCE (return on capital employed) results
versus planned results established at the beginning of the year. The plan also
rewards executives for their achievement of individual goals established at the
beginning of the year. 66% of their reward is based on the ROCE results and the
other 33% is based on their individual performance results.

LONG-TERM INCENTIVES

            2004 PLAN

            For the year ended December 31, 2004, the Human Resources Committee
adopted the 2004 Long-Term Incentive Stakeholder Plan (the "2004 Plan"). The
2004 Plan was designed to reward the Company's senior management with a share of
the Company's profits after a capital charge. Awards, calculated in dollars,
were invested in phantom common shares at a price equal to the closing price of
the common shares on the New York Stock Exchange on the date of the grant, and
vest in equal installments on each of the four anniversary dates of the date of
grant. Payouts were calculated based on the closing price of Common Shares on
the New York Stock Exchange on the vesting date and were paid as soon as
practicable following vesting. An award of approximately $14 million was earned
by participants in the 2004 Plan and was granted on March 1, 2005. No awards are
expected to be granted under the 2004 Plan in the future.

            For 2004, the aggregate value of awards granted to the Named
Executive Officers under the 2004 Plan was $4,047,988, or 566,941 phantom Common
Shares, with 25% of such awards vesting on February 28, 2006.

                                      -13-
<PAGE>

            2005 PLAN

            For the year commencing January 1, 2005, the Human Resources
Committee adopted the 2005 Long-Term Incentive Plan (the "2005 Plan"), subject
to shareholder approval. The 2005 Plan is designed to reward the Corporation's
employees with bonuses which are established as a percentage of the
participant's salary, the payment of which is based on the achievement of return
on capital invested targets. Bonuses which have been earned are awarded after
the end of the year in the form of cash and/or options.

            Those employees of the Corporation who are determined by the Human
Resources Committee are eligible to participate in the 2005 Plan from time to
time.

            The maximum number of Common Shares issuable under the 2005 Plan is
6,000,000 and there are currently 304,210,761 outstanding Common Shares. The
Common Shares reserved for issuance represent approximately 2% of the
Corporation's currently outstanding capital. No grants have been made under the
2005 Plan as of the date hereof.

            Subject to the overall limit on the number of Common Shares issuable
under the 2005 Plan, the maximum number of Common Shares available for issuance
under the 2005 Plan to insiders of the Corporation, or to any one participant,
is 2% of the Corporation's outstanding Common Shares.

            The portion of any bonus which is payable in cash is to be paid in
the form of phantom stock. The number of shares of phantom stock awarded to a
participant is determined by dividing the cash bonus amount by the fair market
value of a Common Share at the date the award of phantom stock is made. For the
purposes of the 2005 Plan, fair market value is determined based on the weighted
average trading price of Common Shares on the New York Stock Exchange for five
trading days prior to the date of grant. Phantom stock vests as to 25% on April
1 following each of the first four anniversaries of the date of the award.
Phantom stock will be paid out following vesting on the basis of a cash payment
equal to the number of shares of phantom stock to be paid out multiplied by the
fair market value of a Common Share determined as at the payment date.

            Any dividends paid on the Common Shares from time to time will be
paid to participants in the 2005 Plan in the form of phantom stock. These
additional payments of phantom stock will be made on the date of the payment of
the dividend by dividing (i) the amount of the dividends that would have been
received by the participant on the number of shares of phantom stock held if
such phantom stock had been Common Shares by (ii) the fair market value of a
Common Share at the date the dividend is paid. This additional phantom stock
will vest and be paid out at the same dates as the phantom stock to which the
dividends relate.

            On termination of employment because of death or disability or
within two years following a change of control, phantom stock fully vests. On
retirement, a pro-rata portion of phantom stock vests and unvested phantom stock
is forfeited. On any other termination of employment or resignation unvested
phantom stock is forfeited. Phantom stock is not transferable except by will or
the laws of succession.

            The portion of any bonus which is not payable in cash is payable in
options. The number of options awarded to a participant is determined by
dividing the non-cash amount of the bonus by the fair market value of a Common
Share at the date the award of the options is made, and then adjusting this
amount by a factor calculated based on the value of such options at that date
(where the value of the options is determined by the Human Resources Committee
based on a Black Scholes or other comparable method for determining option
values). The exercise price of the option will be the fair market value of a
Common Share on the date of the award. Options vest as to 25% on April 1
following each of the first four anniversaries of the date of the award. Options
may be exercised following vesting. Options have a maximum term of 10 years. On
exercise of an option, the participant shall pay the exercise price to the
Corporation and the Corporation will issue a Common Share to the Participant.

            On termination of employment because of death or disability or
within two years following change of control, options fully vest. On retirement,
a pro-rata portion of options vest and unvested options are forfeited. On any
other termination of employment or resignation unvested options are forfeited.
Options are not transferable except by will or the laws of succession.

                                      -14-
<PAGE>

            The 2005 Plan and grants of awards under the 2005 Plan may be
amended by the Human Resources Committee without shareholder approval, provided
that the Human Resources Committee may not directly or indirectly re-price
options, may not extend options beyond a term of 10 years and may not increase
the number of Common Shares issued or issuable under the 2005 Plan, except with
shareholder approval. This means that the Human Resources Committee will have
the authority to make changes such as modifying outstanding options granted
thereunder, or accepting the surrender of outstanding options (to the extent not
previously exercised) and authorizing the granting of new options in
substitution therefor, subject to the terms and conditions and within the
limitations of the 2005 Plan.

CHIEF EXECUTIVE OFFICER COMPENSATION

            Mr. Phillip Casey became Chief Executive Officer of the Corporation
on October 23, 2002. As Chief Executive Officer of the Corporation in 2004, Mr.
Phillip Casey received an annual base salary in 2004 of $522,096 and a bonus in
2004 of $458,340. This salary is in the middle range of compensation for a broad
sample of North American industrial companies. He also participates in the 2004
Plan and receives 1.5 times the award granted to other executive officers. For
2004, he received an award under the 2004 Plan equivalent to 154,621 phantom
Common Shares, having a value of $1.1 million based on the closing price of the
Common Shares on the New York Stock Exchange on February 28, 2005 of $7.14. This
award is subject to vesting pursuant to the terms of the 2004 Plan. See "Report
on Executive Compensation -- Long Term Incentives -- 2004 Plan" for details on
the 2004 Plan.

            Mr. Philip Casey's salary is determined by the Human Resources
Committee with reference to his responsibilities as Chief Executive Officer, his
significant experience and the competitive marketplace for executive talent. In
April 2004, the Human Resources Committee met to conduct its annual review of
Mr. Casey's salary in light of his performance and approved an annual merit
salary increase. However, the Human Resources Committee was concerned that Mr.
Casey's salary, then $438,360 with the annual merit increase, was below the
appropriate level. In May 2004, the Human Resources Committee met again to
review his salary. The Human Resources Committee reviewed the relevant data with
respect to compensation provided to Chief Executive Officers at other North
American steel companies of comparable size and complexity, and determined that
his annual base salary for 2004 was below the appropriate level and should be
adjusted to $522,096.

            Report presented by the Human Resources Committee:

            Dr. Michael Sopko (Chair), Mr. Joseph J. Heffernan and Mr. Kenneth
Harrigan

                                PERFORMANCE GRAPH

            The chart below compares the yearly percentage change in the
Corporation's cumulative total shareholder return on the Corporation's Common
Shares (assuming all dividends were reinvested at the market price on the date
of payment) against the cumulative total shareholder return of the S&P/TSX
Composite Total Return Index for the five years commencing December 31, 1999 and
ending December 31, 2004. For periods prior to October 23, 2002, the information
below shows the performance of common shares of Co-Steel Inc. ("Co-Steel"), a
predecessor to the Corporation, prior to the transaction with Gerdau S.A.

                                      -15-
<PAGE>

                               [PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
                          31-Dec-99  31-Dec-00  31-Dec-01  31-Dec-02  31-Dec-03  31-Dec-04
                          ---------  ---------  ---------  ---------  ---------  ---------
<S>                       <C>        <C>        <C>        <C>        <C>        <C>
Gerdau Ameristeel         $  100.00  $   37.89  $   10.57  $   14.12  $   28.67  $   49.39

S&P/TSX  Composite Index  $  100.00  $  107.41  $   93.91  $   82.23  $  104.20  $  119.29
</TABLE>

                            COMPENSATION OF DIRECTORS

            Directors of the Corporation who are not officers of the Corporation
or any of its affiliates are entitled to receive from the Corporation an annual
retainer for participating on the Board and its Committees. Any director who
acts as a chairman of a Committee receives an additional annual retainer.
Directors receive a fee for every meeting they attend, and are reimbursed for
their reasonable expenses incurred to attend meetings.

            The table below shows the fee schedule for 2004. All fees are in
Canadian dollars. The total fees paid in 2004 are based on:

                  -     five independent directors on the Board of Directors;

                  -     three independent directors on the Audit Committee and
                        the Human Resources Committee, two independent directors
                        on the Corporate Governance Committee and one

                                      -16-
<PAGE>

                  independent director on the Safety, Health and Environmental
                  Committee, which has been dissolved; and

            -     attendance at meetings. In 2004 there were nine Board
                  meetings, eight Audit Committee Meetings, two Corporate
                  Governance Committee meetings, six Human Resources Committee
                  meetings and one Safety, Health and Environmental Committee
                  meeting.

<TABLE>
<CAPTION>
                                     TOTAL FEES PAID TO THE BOARD OF DIRECTORS
    TYPE OF FEE       AMOUNT (CDN$)                    (CDN$)
--------------------  -------------  -----------------------------------------
<S>                   <C>            <C>
ANNUAL RETAINER

   Board member          40,000(1)                    200,000
   Committee chair        5,000                        20,000

ATTENDANCE FEES

   Board meeting          1,500                        67,500
   Committee meeting      1,500                        70,500
                         ------                       -------

TOTAL                    48,000                       357,500
                         ------                       -------
</TABLE>

--------------------
(1) 50% to be paid in deferred share units.

            Directors receive 50% of their annual retainer in deferred share
units (DSUs). A DSU is a bookkeeping entry equivalent to the market value of the
Corporation's Common Shares, which is credited to an account maintained for each
director until retirement from the Board. The following table shows the
compensation paid to each director in 2004, as well as the total number of DSUs
held by each director and their value on December 31, 2004.

<TABLE>
<CAPTION>
                                                     AMOUNT (CDN$) AND      TOTAL NUMBER OF   YEAR END VALUE OF
                      TOTAL FEES   AMOUNT PAID    PERCENTAGE PAID IN DSUS     DSUS HELD ON        TOTAL DSUS
      DIRECTOR          (CDN$)    IN CASH (CDN$)    DURING FISCAL 2004     DECEMBER 31, 2004      (CDN$)(1)
--------------------  ----------  --------------  -----------------------  -----------------  -----------------
<S>                   <C>         <C>             <C>                      <C>                <C>
Kenneth W. Harrigan     61,750        38,500           23,250/37.6%             9,138               73,835
Joseph J. Heffernan     63,750        38,000           25,750/40.4%            27,049              218,556
J. Spencer Lanthier     59,250        38,250           21,000/35.4%             8,973               72,502
Arthur Scace            58,750        33,500           23,250/39.6%             3,732               30,155
Dr. Michael D. Sopko    65,250        41,250           24,000/36.8%             3,906               31,560
</TABLE>

--------------------
(1)   Based on the closing price on the Toronto Stock Exchange on December 31,
      2004 of Cdn$8.080.

            None of the executive officers of Gerdau Ameristeel or Gerdau S.A.
received compensation for services rendered to or on behalf of the Corporation
in his capacity as a director for the most recently completed fiscal year.

                                      -17-
<PAGE>

                            PERFORMANCE OF DIRECTORS

            The Board of Directors and each Committee meet regularly and have
the full participation of each member. Directors are expected to attend at least
75% of Board and Committee meetings. Members of the Audit Committee are expected
to attend every meeting. During 2004, each Board member and each Committee
member attended at least 75% of all Board meetings and at least 75% of all
Committee meetings.

                    SECURITY-BASED COMPENSATION ARRANGEMENTS

            In this Management Information Circular, the Corporation's
shareholders are being asked to act upon a resolution to approve the 2005 Plan.
See "Approval of 2005 Long-Term Incentive Plan" and "Report on Executive
Compensation -- Long-Term Incentives -- 2005 Plan". The equity-based
compensation plans formerly of Co-Steel and Ameristeel Corporation, both
predecessors of the Corporation, were previously approved by shareholders. These
plans are no longer in force.

            For the equity-based compensation plans formerly of Co-Steel and
Ameristeel Corporation and the 2005 Plan, the following table shows the number
of securities to be issued upon exercise of outstanding options, warrants and
rights, the weighted-average exercise price of outstanding options, warrants and
rights and the number of securities remaining available for future issuance.

<TABLE>
<CAPTION>
                                                                                   NUMBER OF SECURITIES
                                                                                  REMAINING AVAILABLE FOR
                                                                                   FUTURE ISSUANCE UNDER
                                                                                 EQUITY COMPENSATION PLANS
                                                                                   (EXCLUDING SECURITIES
                               NUMBER OF SECURITIES TO BE    WEIGHTED-AVERAGE     WHICH MAY BE ISSUED IN
                                 ISSUED UPON EXERCISE OF     EXERCISE PRICE OF        CONNECTION WITH
                                  OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,
    PLAN CATEGORY                 WARRANTS AND RIGHTS      WARRANTS AND RIGHTS      WARRANTS AND RIGHTS)
-----------------------------  --------------------------  --------------------  -------------------------
<S>                            <C>                         <C>                   <C>
EQUITY COMPENSATION PLANS APPROVED BY SECURITYHOLDERS

Equity Compensation Plans               2,833,288               $    5.95                   0
formerly of Co-Steel and
AmeriSteel Stock-Based Option
Plans(1)

EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITYHOLDERS

2005 Plan                      Maximum 6,000,000 Common         $       0        Maximum 6,000,000 Common
                               Shares                                            Shares

Total                                   8,833,288               $    5.95        Maximum 6,000,000 Common
                                                                                 Shares
</TABLE>

--------------------
(1)   No longer in force.

                                  INDEBTEDNESS

            As of March 23, 2005, the aggregate indebtedness outstanding of all
executive officers, directors, employees and former executive officers,
directors and employees of the Corporation and its subsidiaries, in connection
with the purchase of securities of the Corporation and all other indebtedness to
the Corporation (other

                                      -18-
<PAGE>

than "routine indebtedness" under applicable Canadian securities laws), was
approximately Cdn$2.0 million. This indebtedness represents loans to executives
pursuant to the Co-Steel Long-Term Incentive Plan (which has been terminated),
which are secured by the Common Shares purchased with the loan proceeds and, in
some cases, life insurance.

            No director or executive officer who is, or at any time during the
year ended December 31, 2004 was a director or executive officer of the
Corporation, is indebted to the Corporation.

                                 AUDIT COMMITTEE

            The Audit Committee is presently comprised of Mr. Spencer Lanthier
(Chair), Mr. Kenneth Harrigan and Mr. Arthur Scace. All members of the Audit
Committee are required to be independent and financially literate and at least
one member of the Audit Committee is to be a "financial expert" as such term is
defined by the U.S. Securities and Exchange Commission. Each member of the Audit
Committee is independent and financially literate within the meaning of
applicable law and stock exchange listing requirements. The Board has determined
that J. Spencer Lanthier is an "audit committee financial expert" as defined in
the Audit Committee charter attached to this Management Information Circular as
Schedule "A".

            RELEVANT EDUCATION AND EXPERIENCE

            Each member of the Audit Committee has acquired significant
financial experience and exposure to accounting and financial issues. Mr.
Lanthier worked as a public company auditor for 28 years, and has served as a
director and a member of the audit committee of several public and private
companies. Mr. Harrigan holds an HBA and LLD from the Ivey School of Business at
the University of Western Ontario, from 1981 to 1989 was the President and Chief
Executive Officer of the Ford Motor Company of Canada, Limited, and from 1990 to
1992 was the Chairman and Chief Executive Officer. Mr. Harrigan serves as
Chairman of the audit committee for two other public companies. Mr. Scace has
served as a director and a member of the audit committee of several public
companies.

            Pursuant to the New York Stock Exchange Listed Company Manual, the
members of the Audit Committee may not serve on the audit committee of more than
two other public companies without prior Board approval. With the Board's
approval, Mr. Lanthier, Mr. Harrigan and Mr. Scace currently serve on the audit
committee of more than two other public companies. The Board has determined that
such simultaneous service will not impair the ability of Mr. Lanthier, Mr.
Harrigan and Mr. Scace to effectively serve the Audit Committee.

            AUDIT COMMITTEE MANDATE

            The Audit Committee is responsible for assisting the Board in its
oversight of:

      -     the integrity of the Corporation's financial statements and related
            disclosure;

      -     the Corporation's compliance with legal and regulatory requirements;

      -     the independent auditor's qualifications, performance and
            independence;

      -     the performance of the Corporation's internal audit function;

      -     the internal controls and disclosure controls at the Corporation;
            and

      -     any additional matters delegated to the Audit Committee by the
            Board.

                  PRE-APPROVAL POLICIES AND PROCEDURES

            The Audit Committee has established a policy of pre-approving all
auditing services and non-audit services to be performed for the Corporation by
its external auditors, and the Audit Committee shall not engage the external
auditors to perform those specific non-audit services proscribed by law or
regulation. The Audit Committee

                                      -19-
<PAGE>

may form and delegate authority to subcommittees consisting of one or more
members when appropriate, including the authority to grant pre-approvals of
audit and permitted non-audit services, provided that decisions of such
subcommittee to grant pre-approvals shall be presented to the full Committee at
its next scheduled meeting.

            On a quarterly basis, the Audit Committee meets separately with the
external auditors without management being present and meets separately with
management without the external auditors being present.

            AUDIT COMMITTEE CHARTER AND WHISTLE BLOWER POLICY

            The charter of the Audit Committee is attached to this Management
Information Circular as Schedule "A" and is also available on the Corporation's
website at www.gerdauameristeel.com. Further information regarding the
Corporation's Audit Committee can be found in the "Audit Committee" section of
the Corporation's Annual Information Form (the "AIF") for the financial year
ended December 31, 2004. A copy of the AIF can be obtained by contacting the
Corporation at Attention: Treasurer, P.O. Box 31328, Tampa, FL 33631-3328, (813)
207-2372 or ir@gerdauameristeel.com, or can be found on SEDAR at www.sedar.com.

            The Audit Committee has adopted a whistle blower policy (the
"Whistle Blower Policy") which establishes procedures for the receipt, retention
and treatment of complaints received by the Company regarding accounting,
internal accounting control or auditing matters, and the confidential, anonymous
submission by Company employees of concerns regarding questionable accounting or
auditing matters. The Whistle Blower Policy is attached to this Management
Information Circular as Schedule "D" and is also available on the Corporation's
website.

                          STANDARDS OF BUSINESS CONDUCT

            The Company has adopted a code of ethics entitled the "Code of
Ethics and Business Conduct," which is applicable to all employees, officers and
directors of the Company, and a code of ethics entitled the "Code of Ethics
Applicable to Senior Executives" which is applicable to all senior management of
the Company. The Code of Ethics and Business Conduct and the Code of Ethics
Applicable to Senior Executives embody the commitment of the Company and its
subsidiaries to conduct business in accordance with the highest ethical
standards and applicable laws, rules and regulations. The Code of Ethics and
Business Conduct, attached to this Management Information Circular as Schedule
"E", and the Code of Ethics Applicable to Senior Executives, attached to this
Management Information Circular as Schedule "F", are also available on the
Corporation's website at www.gerdauameristeel.com.

                                      -20-
<PAGE>

                   STATEMENT OF CORPORATE GOVERNANCE PRACTICES

GOVERNANCE PRACTICES

            The following table describes the Corporation's governance
practices. For convenience, these are organized by reference to the guidelines
for effective corporate governance issued by the Toronto Stock Exchange (TSX).
For further information on the Corporation's corporate governance practices,
please refer to the Corporate Governance Guidelines attached to the Management
Information Circular as Schedule "G". The Corporate Governance Guidelines are
also available on the Corporation's website at www.gerdauameristeel.com.

<TABLE>
<CAPTION>
              TSX GUIDELINES
     FOR IMPROVED CORPORATE GOVERNANCE                      GERDAU AMERISTEEL GOVERNANCE PRACTICES
-----------------------------------------    -------------------------------------------------------------------
<S>                                          <C>
1.  Stewardship of the Company               The Board is the ultimate decision-making body of the Corporation
                                             except in regards to matters reserved to the shareholders by
    The board of directors of every          statute or in the articles of incorporation or by-laws of the
    corporation should explicitly assume     Corporation. The Board oversees the management of the Corporation's
    responsibility for the stewardship of    affairs directly and through its Committees. In doing so, the Board
    the corporation and, as part of the      acts at all times with a view to the best interests of the
    overall stewardship responsibility,      Corporation and its shareholders.
    should assume responsibility for the
    following matters:                       The Corporation's Corporate Governance Guidelines are attached to
                                             this Management Information Circular as Schedule "G" and are also
                                             available on the Corporation's website.

    (b) adoption of a strategic planning     The directors review the Corporation's overall business strategy
        process;                             and its annual business plan.

    (c) the identification of the            The directors review the principal risks of the Corporation's
        principal risks of the               business and ensure that appropriate systems are in place to
        corporation's business and           manage these  risks. The principal risks the Corporation faces in
        ensuring the implementation of       the business and the industry are summarized in the Annual Report
        appropriate systems to manage        for the period ended  December 31, 2004 under Risks and
        these risks;                         Uncertainties in Management's Discussion and Analysis.

    (d) succession planning, including       The Human Resources Committee considers policies and principles
        appointing, training and             for the selection and retention of senior management and, in
        monitoring senior management;        coordination with the Corporate Governance Committee and the
                                             chairman of the Board, succession planning for senior management.
                                             The charter of the Human Resources Committee is attached to this
                                             Management Information Circular as Schedule "C" and is also
                                             available on the Corporation's website.

    (e) a communications policy for the      The Corporation endeavors to keep its shareholders informed of its
        corporation; and                     progress through a comprehensive annual report, quarterly interim
                                             reports and periodic press releases.  It also maintains a website
                                             that provides summary information about the Corporation and ready
                                             access to its published reports, press releases and regulatory
                                             filings. Directors and management meet with the Corporation's
                                             shareholders at the annual and special meeting and are available to
                                             respond to questions at that time.

                                             Shareholders may send communications to the Corporation's
                                             independent directors by writing to:

                                                     The Presiding Director of the Independent Directors
                                                     c/o Robert E. Lewis
                                                     Vice President, General Counsel and Corporate Secretary
</TABLE>

                                      -21-
<PAGE>

<TABLE>
<CAPTION>
              TSX GUIDELINES
     FOR IMPROVED CORPORATE GOVERNANCE                      GERDAU AMERISTEEL GOVERNANCE PRACTICES
-----------------------------------------    -------------------------------------------------------------------
<S>                                          <C>
                                                     Gerdau Ameristeel Corporation
                                                     P.O. Box 31328
                                                     Tampa, Florida
                                                     33631-3328

    (f) the integrity of the                 The Audit Committee is responsible for assisting the Board in its
        corporation's internal control       oversight of the internal controls and disclosure controls at the
        and management information           Corporation. For more information, please see item 13. The charter
        systems.                             of the Audit Committee is attached to this Management Information
                                             Circular as Schedule "A" and is also available on the Corporation's
                                             website.

2.  Board Independence                       There are nine directors on the Board. Four of the directors are
                                             considered related to the business, because they are part of
    The board of directors of every          management or because of their involvement with Gerdau S.A., the
    corporation should be constituted        Corporation's majority shareholder. The other five directors,
    with a majority of individuals who       constituting a majority of the Board, are unrelated to the business
    qualify as unrelated directors. An       meet the independence and other qualifications of the
    unrelated director is a director who     Sarbanes-Oxley and Act of 2002, the New York Stock Exchange, the
    is independent of management and is      Canadian securities regulatory authorities and all other applicable
    free from any interest and any           laws and regulations.
    business or other relationship which
    could, or could reasonably be            The independent directors are Kenneth W. Harrigan, Joseph J.
    perceived to, materially                 Heffernan, J. Spencer Lanthier, Arthur Scace and Dr. Michael D.
    interfere with the director's ability    Sopko.
    to act with a view to the best
    interests of the corporation, other
    than interests and relationships
    arising from shareholding. A related
    director is a director who is not an
    unrelated director. If the
    corporation has a significant
    shareholder, in addition to a
    majority of unrelated directors, the
    board should include a number of
    directors who do not have interests
    in or relationships with either the
    corporation or the significant
    shareholder and which fairly reflects
    the investment in the corporation by
    shareholders other than the
    significant shareholder. A
    significant shareholder is a
    shareholder with the ability to
    exercise a majority of the votes for
    the election of the board of
    directors.

3.  Individual Unrelated Directors           The directors define an unrelated director as a director who is
                                             independent of management and is free from any interest and any
    The application of the definition of     business or other relationship which could, or could reasonably
    "unrelated director" to the              be perceived to, materially interfere with the director's ability
    circumstances of each individual         to act with a view to the best interests of the corporation, other
    director should be the responsibility    than interests and relationships arising from shareholding.
    of the board which will be required
    to disclose on an annual basis           Currently, the Board has a majority of unrelated directors.
    whether the board has a majority of
    unrelated directors or, in the case      The  directors approve the Corporation's Notice of Annual and
    of a corporation with a significant      special meeting and Management Information Circular and Annual
    shareholder, whether the board is        Information Form each year. These documents include biographies
    constituted with the appropriate         about the directors, which include their experience, skills and
    number of directors which are not        expertise. The
    related to
</TABLE>

                                      -22-

<PAGE>

<TABLE>
<CAPTION>
              TSX GUIDELINES
     FOR IMPROVED CORPORATE GOVERNANCE                      GERDAU AMERISTEEL GOVERNANCE PRACTICES
-----------------------------------------    -------------------------------------------------------------------
<S>                                          <C>
    either the corporation or the            directors and the officers of the Corporation complete and sign
    significant shareholder. Management      annual questionnaires, which provide the provide the information
    directors are related directors. The     that is included in these reports.
    board will also be required to
    disclose on an annual basis the
    analysis of the application of the
    principles supporting this conclusion.

4.  Nominating Committee                     The Corporate Governance Committee is responsible for identifying
                                             and proposing new nominees for the Board in a manner that is
    The board of directors of every          responsive to the Corporation's needs and the interests of its
    corporation should appoint a             shareholders.
    committee of directors composed
    exclusively of outside, i.e.,
    non-management, directors, a majority    The Corporate Governance Committee may retain outside advisors to
    of whom are unrelated directors, with    conduct searches for appropriate nominees. The Corporate
    the responsibility for proposing to      Governance Committee is composed of two members and both of them
    the full board new nominees to the       are unrelated and independent.
    board and for assessing directors on
    an ongoing basis.                        The charter of the Corporate Governance Committee is attached to
                                             this Management Information Circular as Schedule "B" and is also
                                             available on the Corporation's website.

5.  Assessing the Board's Effectiveness      The Corporate Governance Committee shall review, on an annual
                                             basis, the effectiveness of the Board and all Committees of the
    Every board of directors should          Board, other than the Corporate Governance Committee. The
    implement a process to be carried out    Corporate Governance Committee will be reviewed by the chairman
    by the nominating committee or other     of the Board.
    appropriate committee for assessing
    the effectiveness of the board as a
    whole, the committees of the board
    and the contribution of individual
    directors.

6.  Orientation and Education of             The Corporate Governance Committee maintains an orientation and
    Directors                                education program for new directors to familiarize them with the
                                             Corporation and their responsibilities and duties as directors. All
    Every corporation, as an integral        directors who are not related to Gerdau S.A. also receive a proper
    element of the process for appointing    orientation to Gerdau S.A.  The directors are provided with
    new directors, should provide an         adequate information regarding the Corporation and its affairs on
    orientation and education program for    an on-going basis.
    new recruits to the board.

7.  Effective Board Size                     The Corporate Governance Committee examines the size of the
                                             Board and recommends a Board size that facilitates effective
    Every board of directors should          decision-making.
    examine its size and, with a view to
    determining the impact of the number     The Board is currently comprised of nine individuals. The Board
    upon effectiveness, undertake where      considers this to be an appropriate number given the diversity of
    appropriate, a program to reduce the     its operations and the need for a variety of experiences and
    number of directors to a number which    backgrounds to ensure an effective and efficient Board.
    facilitates more effective decision-
    making.

8.  Compensation of Directors                The Corporate Governance Committee is charged with reviewing
                                             relevant data to assess the Corporation's competitive position for
    The board of directors should review     the components of director compensation and determining the
    the adequacy and form of the             appropriate total compensation package in order to attract quality
    compensation of directors and ensure     directors to serve on the Board. The compensation of the directors
    the compensation realistically           is summarized earlier in this document.
    reflects the responsibilities and
    risk involved in being an effective
    director.
</TABLE>

                                      -23-
<PAGE>

<TABLE>
<CAPTION>
              TSX GUIDELINES
     FOR IMPROVED CORPORATE GOVERNANCE                     GERDAU AMERISTEEL GOVERNANCE PRACTICES
-----------------------------------------    --------------------------------------------------------------------
<S>                                          <C>
9.  Committees and Outside Directors         The directors have established three Committees of the Board: 1)
                                             a Corporate Governance Committee, 2) an Audit Committee and 3) a
    Committees of the board of directors     Human Resources Committee. The directors and each of the
    should generally be composed of          Committees on which they serve are listed on page 5 of the
    outside directors, a majority of whom    Management Information Circular.
    are unrelated directors, although
    some board committees, such as the       The Corporation's Corporate Governance Guidelines as well as the
    executive committee, may include one     charters for each of the Committees are attached to this Management
    or more inside directors.                Information Circular as Schedules "G", "A", "B" and "C", and are
                                             available on the Corporation's website.  They are also available in
                                             print to any shareholder who requests them. Requests for copies of
                                             these documents should be made by contacting:

                                                      Robert E. Lewis
                                                      Vice President, General Counsel and Corporate Secretary
                                                      Gerdau Ameristeel Corporation
                                                      P.O. Box 31328
                                                      Tampa, Florida
                                                      33631-3328

10. Approach to Corporate Governance        The Corporate Governance Committee develops the Corporation's
                                            approach to corporate governance and recommends to the Board
    Every board of directors should         corporate governance principles to be followed by the Corporation.
    expressly assume responsibility for,    The Board has adopted Corporate Governance Guidelines, which set out
    or assign to a committee of directors   the functions of the Board and details regarding the composition of
    the general responsibility for,         the Board (including director independence), Board and Committee
    developing the corporation's approach   meetings, the Committees of the Board, director access to management
    to governance issues. This committee    and independent advisors, director compensation, director orientation
    would, among other things, be           and continuing education, the appointment, supervision, succession
    responsible for the corporation's       and development of senior management and a performance assessment of
    response to these governance            the Board and its Committees.
    guidelines.
                                             The Board maintains the Corporation's corporate integrity by
                                             ensuring that the Chief Executive Officer and the senior management
                                             create a culture of integrity throughout the organization.

                                             The Corporate Governance Committee and the directors have reviewed
                                             and approved this summary of governance practices with reference to
                                             the TSX guidelines.

11. Position Descriptions                    The Corporate Governance Guidelines adopted by the Board describe
                                             the role of the Board and management. They provide that the
    The board of directors, together with    directors will act in good faith and will exercise their business
    the CEO, should develop position         judgment in what they reasonably believe to be the best interests
    descriptions for the board and for       of the Corporation and its shareholders. The Board appoints the
    the CEO, involving the definition of     senior management team, acts as an advisor and counsellor to senior
    the limits to management's               management and monitors performance to ensure that the long term
    responsibilities. In addition, the       interest of the shareholders are being served.
    board should approve or develop the
    corporate objectives which the CEO is    The Human Resources Committee, in consultation with the chairman of
    responsible for meeting.                 the Board, reviews and approves the corporate goals and objectives
                                             that are relevant to the Chief Executive Officer's compensation and
                                             evaluates his performance in light of those goals and objectives,
                                             taking into consideration the responsibilities of the position. For
                                             greater
</TABLE>

                                      -24-
<PAGE>

<TABLE>
<CAPTION>
              TSX GUIDELINES
     FOR IMPROVED CORPORATE GOVERNANCE                      GERDAU AMERISTEEL GOVERNANCE PRACTICES
-----------------------------------------    -------------------------------------------------------------------
<S>                                          <C>
                                             certainty, the Human Resources Committee has the sole authority to
                                             determine and approve the Chief Executive Officer's Compensation.

12. Board Independence                       The chairman of the Board is not a member of management, but he is
                                             an officer and director of Gerdau S.A., the Corporation's majority
    Every board of directors should have     shareholder.
    in place appropriate structures and
    procedures to ensure that the board      All of the Committee members are unrelated and independent, with
    can function independently of            each Committee chaired by a person who is not the chairman of the
    management. An appropriate structure     Board or
    would be to:

    (i)  appoint a chair of the board who    Following each regularly scheduled Board meeting, the independent
         is not a member of management       directors meet separately in an executive session. The chairman of
         the with responsibility to          the Corporate Governance Committee has the responsibility to
         ensure board discharges its         preside over the independent director executive sessions and is
         responsibilities, or                referred to as the presiding director. The independent directors
                                             may also meet at such other times as determined by the presiding
    (ii) adopt alternate means such as       director or at the request of any independent director. The
         assigning this responsibility to    presiding director will, from time to time, discuss with the
         a committee of the board or to a    chairman of the Board potential items for inclusion in the agendas
         director, sometimes referred to     of future meetings of the Board.
         as the "lead director."

    Appropriate procedure may involve the
    board meeting on a regular basis with
    out management present or may involve
    expressly assigning the responsibility
    for administering the board's
    relationship to management to a
    committee of the board

13. Audit Committee                          All three of the Audit Committee members are unrelated, as
                                             summarized under the heading "Audit Committee" in the Management
    The audit committee of every board of    Information Circular.
    directors should be composed only of
    outside directors. The roles and         On a quarterly basis, the Audit Committee members meet separately
    responsibilities of the audit            with the external auditors (without the presence of management) to
    committee should be specifically         discuss and review specific issues, as appropriate.
    defined so as to provide appropriate
    guidance to audit committee members      The Audit Committee is responsible for assisting the Board in its
    as to their duties. The audit            oversight of the internal controls and disclosure controls at the
    committee should have direct             Corporation. The Audit Committee will oversee management's design
    communication channels with the          and implementation of an adequate and effective system of internal
    internal and external auditors to        controls at the Corporation, including ensuring adequate internal
    discuss and review specific issues as    audit functions and any significant findings and recommendations
    appropriate. The audit committee         with respect to such internal controls. The Audit Committee will
    duties should include oversight          review the processes for complying with internal control reporting
    responsibility for management            and certification requirements and for evaluating the adequacy and
    reporting on internal control. While     effectiveness of internal controls. The Audit Committee will review
    it is management's responsibility to     the annual and interim conclusions of the effectiveness of the
    design and implement an effective        Corporation's disclosure controls and procedures and internal
    system of internal control, it is the    controls and procedures (including the independent auditor's
    responsibility of the audit committee    attestation that is required to be filed with securities
    to ensure that management has done       regulators).
    so.
                                             The Corporation has engaged Ernst & Young LLP to assist it in
                                             documenting and testing the Corporation's internal controls. This
                                             work began in mid-2003.

                                             The NYSE Rules require a listed company to maintain an internal
                                             audit
</TABLE>

                                      -25-









<PAGE>

<TABLE>
<CAPTION>
              TSX GUIDELINES
     FOR IMPROVED CORPORATE GOVERNANCE                      GERDAU AMERISTEEL GOVERNANCE PRACTICES
-----------------------------------------    -------------------------------------------------------------------
<S>                                          <C>
                                             function. As a foreign private issuer, the Corporation is not
                                             required to have such a function. However, management has
                                             established a position for an Internal Audit Manager and has been
                                             working with the Audit Committee to define the mandate of this
                                             position and the internal audit function. Currently, the
                                             Corporation is actively seeking to hire a qualified candidate for
                                             the position and expects to do so in the near future.

14. Outside Advisors                         The Corporate Governance Committee has established a system for
                                             directors to retain outside advisors. The engagement of an external
    The board of directors should            advisor, the terms of the retainer and the fees paid are approved
    implement a system which enables an      by the Corporate Governance Committee. The chairman of the
    individual director to engage an         Corporate Governance Committee advises the Chief Executive Officer
    outside advisor at the expense of the    of the Corporation of any engagement of an external advisor and
    corporation in appropriate               the terms of the retainer.
    circumstances. The engagement of the
    outside advisor should be subject to
    the approval of an appropriate
    committee of the board.
</TABLE>

                  DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

            The Corporation provides directors and officers liability insurance
with a policy limit of $30 million in each policy year, with no deductible for
directors and officers and a deductible of $500,000 for the Corporation. In
addition, the Corporation provides employment practice liability insurance with
a policy limit of $5 million. The total annual premiums for the policies are
$643,250 which is paid in full by the Corporation.

            INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

            To the knowledge of the directors and officers of the Corporation,
the only persons or companies who beneficially own, directly or indirectly, or
exercise control or direction over, securities of the Corporation carrying more
than 10% of the voting rights attached to any class of outstanding voting
securities having a material interest, direct or indirect, in any material
transaction or proposed transaction of the Corporation or its affiliates during
the year ended December 31, 2004 are indicated below:

            During the year ended December 31, 2004, Gerdau S.A., which
beneficially owns securities of the Corporation carrying approximately 66.5% of
the voting rights attached to the Corporation's Common Shares, had a material
interest in the following material transactions:

      -     During the first quarter of 2004, Gerdau S.A. guaranteed the
            following loans from Brazilian banks in favour of the Corporation:
            (i) a $20.0 million, one year, 2.65% interest bearing loan; and (ii)
            a $5.0 million, one year, 2.56% interest bearing loan. Both of these
            loans were repaid as of November 30, 2004.

      -     On April 16, 2004, the Corporation issued and sold 26.8 million
            Common Shares to Gerdau S.A. through a private placement for total
            proceeds of $97.9 million. This transaction increased Gerdau S.A.'s
            ownership to approximately 72% of Common Shares then outstanding.

      -     On October 19, 2004, Gerdau S.A. purchased 35,000,000 Common Shares
            of 70,000,000 Common Shares offered by the Corporation pursuant to a
            supplemental PREP prospectus of the Corporation dated October 14,
            2004 and filed with the securities regulatory authorities in Canada
            and with the U.S.

                                      -26-
<PAGE>

            Securities Exchange Commission on October 15, 2004. Subsequently, on
            November 18, 2004, Gerdau S.A. purchased 4,381,000 additional Common
            Shares pursuant to the offering's over-allotment option. This
            transaction reduced Gerdau S.A.'s share ownership to approximately
            66.5% Common Shares then outstanding.

                             APPOINTMENT OF AUDITORS

            The management representatives designated in the enclosed form of
proxy intend to vote FOR the reappointment of PricewaterhouseCoopers LLP as the
auditors of the Corporation to hold office until the next annual and special
meeting of shareholders, and to authorize the directors to fix the auditors'
remuneration. PricewaterhouseCoopers LLP was first appointed as the auditors of
the Corporation in 2002, and before that served as the auditors of Co-Steel Inc.
for more than five years.

AUDIT FEES

            PricewaterhouseCoopers LLP billed the Corporation for the following
fees in the last two fiscal years:

<TABLE>
<CAPTION>
                             2003         2004
                         -----------  -----------
<S>                      <C>          <C>
Fees for Audit Services  $ 1,057,000  $ 1,020,000
Audit-Related Fees       $   100,000  $   101,000
Tax Fees                 $   277,000  $   180,000
All Other Fees               nil          nil
</TABLE>

            Audit fees include fees for services that would normally be provided
by the external auditor in connection with statutory and regulatory filings or
engagements, including fees for services necessary to perform an audit or review
in accordance with generally accepted auditing standards. This category also
includes services that generally only the external auditor reasonably can
provide, including comfort letters, statutory audits, attest services, consents
and assistance with and review of certain documents filed with securities
regulatory authorities.

            Audit-related fees are for assurance and related services, such as
due diligence services, that traditionally are performed by the external
auditor. More specifically, these services include, among others: employee
benefit plan audits, due diligence related to acquisitions, accounting
consultations and audits in connection with acquisitions, accounting
consultations regarding accounting standards, internal control reviews, attest
services that are not required by statute or regulation and consultation
concerning financial accounting and reporting standards.

            Tax fees are for professional services rendered for tax compliance,
assistance with tax audits and inquiries, tax advice and tax planning on certain
transactions.

PRE-APPROVAL POLICIES AND PROCEDURES

            All 2004 fees were approved in advance by the Audit Committee.

            Of the fees reported in this Management Information Circular for
2004, none of the fees billed by PricewaterhouseCoopers LLP were approved by the
Audit Committee of the Board of Directors pursuant to the de minimis exception
provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

                                      -27-
<PAGE>

                             ADDITIONAL INFORMATION

            Financial information for the financial year ended December 31,
2004, is provided in the Corporation's comparative financial statements and
management's discussion and analysis (MD&A) which are included in the Annual
Report. Shareholders who wish to be added to the mailing list for the annual and
interim financial statements and MD&A should contact the Corporation at
Attention: Treasurer, P.O. Box 31328, Tampa, FL 33631-3328 (813) 207-2372 or
ir@gerdauameristeel.com.

            Copies of the Corporation's current Annual Information Form (AIF),
together with one copy of any document, or the pertinent pages of any document,
incorporated by reference in the current AIF; the Corporation's most recently
filed comparative annual financial statements, together with the accompanying
report of the auditors, and any interim financial statements of the Corporation
that have been filed for any period after the end of the Corporation's most
recently completed financial year; and this Management Information Circular are
available to anyone, upon request, from the Secretary of the Corporation, and
without charge to shareholders of the Corporation.

            The Annual Report (including the financial statements and MD&A), the
AIF, the financial statements of the Corporation presented in accordance with
Canadian generally accepted accounting principles (GAAP), and other information
relating to the Corporation are available on SEDAR at www.sedar.com.

                                      -28-
<PAGE>

                               DIRECTORS' APPROVAL

            The contents of this Management Information Circular and its sending
to shareholders of the Corporation have been approved by the directors of the
Corporation.

                                      By Order of the Board of Directors

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

Tampa, Florida
March 25, 2005

                                      -29-
<PAGE>

                               INDEX TO SCHEDULES

                                                                            Page
                                                                            ----

SCHEDULE A - AUDIT COMMITTEE CHARTER.......................................    1

SCHEDULE B - CORPORATE GOVERNANCE COMMITTEE CHARTER........................    8

SCHEDULE C - HUMAN RESOURCES COMMITTEE CHARTER.............................   18

SCHEDULE D - WHISTLE BLOWER POLICY.........................................   23

SCHEDULE E - CODE OF ETHICS AND BUSINESS CONDUCT...........................   26

SCHEDULE F - CODE OF ETHICS APPLICABLE TO SENIOR EXECUTIVES................   41

SCHEDULE G - CORPORATE GOVERNANCE GUIDELINES...............................   43

SCHEDULE H - RESOLUTION OF THE SHAREHOLDERS................................   52
<PAGE>








                      SCHEDULE A - AUDIT COMMITTEE CHARTER

                          GERDAU AMERISTEEL CORPORATION
                             AUDIT COMMITTEE CHARTER
                            (ADOPTED MARCH 23, 2005)


1.       PURPOSE

         The Audit Committee has been established by the Board for the purposes
         of overseeing the accounting and financial reporting processes of the
         Company, including the audit of the financial statements of the
         Company.

         The Audit Committee is responsible for assisting the Board in its
         oversight of:

         o        the integrity of the Company's financial statements and
                  related disclosure;

         o        the Company's compliance with legal and regulatory
                  requirements;

         o        the independent auditor's qualifications, performance and
                  independence;

         o        the performance of the Company's internal audit function;

         o        the internal controls and disclosure controls at the Company;
                  and

         o        any additional matters delegated to the Audit Committee by the
                  Board.

         The Audit Committee shall prepare all reports of the Audit Committee
         required to be included in the Company's annual proxy statement, as
         required by the rules of the Canadian securities regulatory authorities
         (the "CSRA") and the U.S. Securities and Exchange Commission (the
         "SEC") from time to time. Currently no report of the Audit Committee is
         required.

2.       COMPOSITION AND QUALIFICATIONS

         (A)      MEMBERS

         The Audit Committee shall be comprised of three or more members of the
         Board, as the Board may determine from time to time. Members of the
         Audit Committee will be appointed by the Board, taking into account any
         recommendation that may be made by the Corporate Governance Committee.
         Any member of the Audit Committee may be removed and replaced at any
         time by the Board, and will automatically cease to be a member if he or
         she ceases to meet the qualifications set out below. The Board will
         fill vacancies on the Audit Committee by appointment from among
         qualified members of the Board, taking into account any recommendation
         that may be made by the Corporate Governance Committee. If a vacancy
         exists, the remaining members of the Audit Committee may exercise all
         of their powers so long as there is a quorum and subject to any legal
         requirements regarding the minimum number of members of the Audit
         Committee.

         (B)      QUALIFICATIONS

         Each Member of the Audit Committee shall meet the independence and
         other qualification requirements of the Sarbanes-Oxley Act of 2002, the
         New York Stock Exchange, the CSRA and all other applicable laws and
         regulations. Each member of the Audit Committee shall be financially
         literate and at least one member shall have accounting or related
         financial management expertise as such qualification is interpreted by
         the Board in its business judgment. At least one member shall be an
         "Audit Committee Financial Expert", as such term is defined by the SEC.
         In addition, at least a majority of the members must be residents of

<PAGE>

         Canada (so long as this is required under applicable law). A member of
         the Audit Committee may not serve on more than two other public company
         audit committees except with prior approval of the Board.

         (C)      INDEPENDENCE

         Members of the Audit Committee (i) may not accept any consulting,
         advisory, or other compensatory fee from the Company or any of its
         subsidiaries, other than director and committee fees and pension or
         other form of deferred compensation for prior service and (ii) may not
         be an affiliated person (within the meaning of applicable law or
         regulations) of the Company or any of its subsidiaries.

3.       DUTIES AND RESPONSIBILITIES

         The Audit Committee is responsible for performing the duties set out
         below and any other duties that may be assigned to it by the Board and
         performing any other functions that may be necessary or appropriate for
         the performance of its duties.

         (A)      APPOINTMENT AND REVIEW OF INDEPENDENT AUDITOR

         o        The Company's independent auditors are ultimately accountable
                  to the Audit Committee, which has the direct authority and
                  responsibility to appoint, retain, compensate, oversee and
                  evaluate and, where appropriate, replace the independent
                  auditors, subject to shareholder approval where applicable. In
                  connection with the Audit Committee's oversight of the
                  independent auditor the Audit Committee will have the
                  following responsibilities and take the following actions:

                  o        The Audit Committee will review and approve the
                           independent auditor's engagement letters and the fees
                           to be paid to the independent auditors.

                  o        The Audit Committee will obtain and review with the
                           lead audit partner annually or more frequently as the
                           Audit Committee considers appropriate, a report by
                           the independent auditor describing: (A) the
                           independent auditor's internal quality-control
                           procedures; (B) any material issues raised by the
                           most recent internal quality-control review, or peer
                           review, of the independent auditor, or by any inquiry
                           or investigation by governmental or professional
                           authorities, within the preceding five years,
                           respecting independent audits carried out by the
                           independent auditor, and any steps taken to deal with
                           these issues; and (C) in order to assess the
                           independent auditor's independence, all relationships
                           between the independent auditor and the Company.

                  o        After reviewing the report referred to above and the
                           independent auditor's performance throughout the
                           year, the Audit Committee will evaluate the
                           independent auditor's qualifications, performance and
                           independence. The evaluation will include a review
                           and evaluation of the lead partner of the independent
                           auditor. In making its evaluation, the Audit
                           Committee will take into account the opinions of
                           management and the officer in charge of internal
                           audit and the Company's internal auditors (or other
                           personnel responsible for the internal audit
                           function). The Audit Committee will also consider, if
                           appropriate and in order to assure continuing auditor
                           independence, whether there should be a rotation of
                           the audit firm itself. The Audit Committee will
                           present its conclusions to the Board.

                  o        The Audit Committee will obtain confirmation and
                           assurance as to the independent auditor's
                           independence, including ensuring that it submits on a
                           periodic basis (not less than annually) to the Audit
                           Committee a formal written statement delineating all
                           relationships between the independent auditors and
                           the Company. The Audit Committee is responsible for
                           actively engaging in a dialogue with the independent
                           auditors with respect to any disclosed relationships
                           or services that may impact the objectivity and

<PAGE>

                           independence of the independent auditor and for
                           taking appropriate action in response to the
                           independent auditor's report to satisfy itself of its
                           independence.

                  o        The Audit Committee will resolve disagreements
                           between management and the independent auditor
                           regarding financial reporting.

                  o        The Audit Committee will review with the Board any
                           issues that arise with respect to the performance and
                           independence of the independent auditor and make
                           recommendations about whether the Company should
                           continue with that independent auditor.

                  o        The Audit Committee will ensure the regular rotation
                           of members of the independent auditor's team as
                           required by law.

                  o        The Audit Committee will review and approve the
                           Company's hiring of employees and former employees of
                           the independent auditor or former independent
                           auditors.

         (B)      PRE-APPROVAL OF NON-AUDIT SERVICES

         o        The Audit Committee will pre-approve the appointment of the
                  independent auditor for any non-audit service to be provided
                  to the Company, provided that it will not approve any service
                  that is prohibited under the rules of the Canadian Public
                  Accountability Board or the Public Company Accounting
                  Oversight Board, the Independence Standards of the Canadian
                  Institute of Chartered Accountants or the United States
                  Securities Exchange Act of 1934, as amended, and the rules
                  promulgated thereunder. The Audit Committee may establish
                  policies and procedures, from time to time, pre-approving the
                  appointment of the independent auditor for certain non-audit
                  services. In addition, the Audit Committee may delegate to one
                  or more members the authority to pre-approve the appointment
                  of the independent auditor for any non-audit service to the
                  extent permitted by applicable law, provided that any
                  pre-approvals granted pursuant to such delegation shall be
                  reported to the full Audit Committee at its next scheduled
                  meeting.

         (C)      REVIEW OF THE INTERNAL AUDIT FUNCTION

         o        The Audit Committee will review the mandate, budget, plan and
                  scope of activities, staffing and organizational structure of
                  the internal audit function to confirm that it is independent
                  of management and has sufficient resources to carry out its
                  mandate. The Audit Committee will discuss this mandate with
                  the independent auditor.

         o        The Audit Committee will review the appointment and
                  replacement of the officer in charge of the internal audit and
                  will review the significant reports to management prepared by
                  the internal auditing department and management's responses to
                  such report.

         o        The Audit Committee has the authority to communicate directly
                  with the officer in charge of the internal audit. In addition,
                  as frequently as it deems necessary to fulfill its
                  responsibilities, but not less often than annually, the Audit
                  Committee will meet privately with the officer in charge of
                  the internal audit to discuss any areas of concern to the
                  Audit Committee or the officer in charge of the internal
                  audit.

         (D)      REVIEW OF FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

         o        The Audit Committee will review and discuss the annual audited
                  financial statements and quarterly financial statements with
                  management and the independent auditor, including reviewing
                  the Company's disclosure under "Management's Discussion and
                  Analysis of Financial Conditions and Results of Operations"
                  and any reconciliation of the Company's financial statements,
                  before recommending them for approval by the Board for release
                  and filing with securities regulatory authorities, including
                  the filing of Form 40-F or Form 6-K, as applicable.


<PAGE>

         o        The Audit Committee will review with management and the
                  independent auditor: (A) major issues regarding accounting
                  principles and financial statement presentations, including
                  any significant changes to the Company's selection or
                  application of accounting principles, and major issues as to
                  the adequacy of the Company's internal controls and any
                  special audit steps adopted in light of material control
                  deficiencies; (B) analyses prepared by management and/or the
                  independent auditor setting forth significant financial
                  reporting issues and judgments made in connection with the
                  preparation of the financial statements, including analysis of
                  the effects of alternative GAAP methods on the financial
                  statements of the Company; (C) the effect of regulatory and
                  accounting initiatives, as well as off-balance sheet
                  structures, on the financial statements of the Company; and
                  (D) the type and presentation of information to be included in
                  earnings press releases (including any use of "pro forma" or
                  "adjusted" non-GAAP information) as well as any financial
                  information and earnings guidance provided to analysts and
                  rating agencies.

         o        The Audit Committee will review reports required to be
                  submitted by the independent auditors concerning: (A) all
                  critical accounting policies and practices used; (B) all
                  alternative treatments of financial information within
                  generally accepted accounting principles ("GAAP") that have
                  been discussed with management, the ramifications of such
                  alternatives, and the accounting treatment preferred by the
                  independent auditors; and (C) any other material written
                  communications with management.

         o        The Audit Committee will review earnings press releases and
                  other press releases containing financial information based on
                  the Company's financial statements prior to their release. The
                  Audit Committee will also review the use of "pro forma" or
                  "adjusted" non-GAAP information in such press releases.

         o        The Audit Committee will discuss generally (meaning a
                  discussion of the types of information to be disclosed and the
                  type of presentation to be made) financial information and
                  earnings guidance provided to analysts and rating agencies.
                  The Audit Committee need not discuss in advance each earnings
                  release or each instance in which the Company may provide
                  earnings guidance.

         o        The Audit Committee will review all other financial statements
                  of the Company that require approval by the Board before they
                  are released to the public, including, without limitation,
                  financial statements for use in prospectuses or other offering
                  or public disclosure documents and financial statements
                  required by regulatory authorities.

         o        The Audit Committee will discuss with the independent auditors
                  the matters required to be disclosed by Statement on Auditing
                  Standards No. 61 (as may be modified or supplemented) and the
                  matters in the written disclosures required by Independence
                  Standards Board Standard No. 1 relating to the conduct of the
                  audit.

         o        The Audit Committee will review the effect of regulatory and
                  accounting initiatives as well as off-balance sheet structures
                  on the Company's financial statements.

         o        The Audit Committee will review significant changes in
                  accounting or auditing policies.

         o        The Audit Committee will oversee management's design and
                  implementation of an adequate and effective system of internal
                  controls at the Company, including ensuring adequate internal
                  audit functions and any significant findings and
                  recommendations with respect to such internal controls. The
                  Audit Committee will review the processes for complying with
                  internal control reporting and certification requirements and
                  for evaluating the adequacy and effectiveness of internal
                  controls. The Audit Committee will review the annual and
                  interim conclusions of the effectiveness of the Company's
                  disclosure controls and procedures and internal controls and
                  procedures (including the independent auditor's attestation
                  that is required to be filed with securities regulators).


<PAGE>

         o        The Audit Committee will regularly review with the independent
                  auditor any problems or difficulties the independent auditor
                  encountered in the course of its audit work, including any
                  change in the scope of the planned audit activities and any
                  restrictions placed on the scope of such activities or access
                  to requested information, management's response to such
                  problems and difficulties and any significant disagreements
                  with management. The Audit Committee will also review with the
                  independent auditor any material communications with the
                  independent auditor, including any "management" or "internal
                  control" letters or schedule of unadjusted differences.

         o        The Audit Committee will review with management and any
                  outside professionals as the Audit Committee considers
                  appropriate important trends and developments in financial
                  reporting practices and requirements and their effect on the
                  Company's financial statements.

         o        The Audit Committee will review with management and the
                  independent auditor the scope, planning and staffing of the
                  proposed audit for the current year.

         o        The Audit Committee will discuss guidelines and policies
                  governing the process by which risk assessment and risk
                  management are undertaken and meet with management to review
                  and assess the Company's major financial risk exposures and
                  the steps management has taken to monitor and control such
                  exposures.

         o        The Audit Committee will review with management and the
                  general counsel or any external counsel as the Audit Committee
                  considers appropriate any legal, regulatory or other matters
                  (including pending litigation, claims, contingencies and tax
                  assessments) which may have a material effect on the Company
                  and its financial statements, any material reports or
                  inquiries from regulatory or governmental agencies and
                  corporate compliance policies or codes of conduct.

         o        The Audit Committee will review with the Board any issues that
                  arise with respect to the quality or integrity of the
                  Company's financial statements, compliance with legal or
                  regulatory requirements or the performance of the internal
                  audit function.

         o        The Audit Committee will review with management the status of
                  significant taxation matters of the Company.

         o        The Audit Committee will meet separately and periodically with
                  management, the internal auditors (or other personnel
                  responsible for the internal audit function) and the
                  independent auditor.

         (E)      COMPLAINTS PROCEDURE

         o        The Audit Committee will establish procedures for

                  (i)      the receipt, retention and treatment of complaints
                           and concerns received by the Company regarding
                           accounting, internal accounting controls and auditing
                           matters, and

                  (ii)     the confidential and/or anonymous submission by
                           employees of complaints or concerns regarding
                           questionable accounting or auditing matters. This
                           will include the establishment of a whistleblower
                           policy and an employee "hotline" for making anonymous
                           submissions.

         (F)      ASSESSMENT

         o        The Audit Committee will review and reassess annually the
                  adequacy of this Audit Committee Charter and recommend any
                  proposed changes to the Board.


<PAGE>

4.       REPORTING

         The Audit Committee will regularly report to the Board on:

         o        the independent auditor's independence;

         o        the performance of the independent auditor and the Audit
                  Committee's recommendations regarding its reappointment or
                  termination;

         o        the performance of the internal audit function;

         o        the adequacy of the Company's internal controls and disclosure
                  controls;

         o        its recommendations regarding the annual and interim financial
                  statements of the Company and any reconciliation of the
                  Company's financial statements, including any issues with
                  respect to the quality or integrity of the financial
                  statements;

         o        its review of the annual and interim management's discussion
                  and analysis;

         o        the Company's compliance with legal and regulatory
                  requirements related to financial reporting; and

         o        all other significant matters it has addressed and with
                  respect to such other matters that are within its
                  responsibilities.

5.       CHAIR

         Each year, the Board will appoint one member to be Chair of the Audit
         Committee. If, in any year, the Board does not appoint a Chair, the
         incumbent Chair will continue in office until a successor is appointed.
         In the Chair's absence, the Audit Committee may select another member
         as Chair by majority vote. The Chair will have the right to exercise
         all powers of the Audit Committee between meetings but will attempt to
         involve all other members as appropriate prior to the exercise of any
         powers and will, in any event, advise all other members of any
         decisions made or powers exercised.

6.       MEETINGS

         The Audit Committee will determine the date, time and place of its
         meetings, but will meet at least quarterly. The Audit Committee may
         meet on not less than 48 hours written or verbal notice from the Chair
         to all members (or without notice if all persons entitled to notice
         have waived or are deemed to have waived such notice). If the Chair is
         absent or if the position is vacant, any member may call a meeting. The
         Audit Committee may establish those procedures it deems appropriate,
         such procedures to be in keeping with those adopted by the Board. The
         Audit Committee shall act on the affirmative vote of a majority of
         members present at a meeting at which a quorum is present. In the event
         of a tie, the Chairperson will have the second, or casting vote in
         addition to his or her original vote.Without a meeting, the Audit
         Committee may act by unanimous written consent of all members. However,
         the Audit Committee may delegate to one or more of its members the
         authority to grant pre-approvals of audit and permitted non-audit
         services, provided the decision is reported to the full Audit Committee
         at the next scheduled meeting.

7.       QUORUM

         A majority of the members of the entire Audit Committee will constitute
         a quorum for the transaction of business decisions.


<PAGE>

8.       SECRETARY AND MINUTES

         The Controller of the Company, or such other person as may be appointed
         by the Chair of the Audit Committee, will act as the secretary of the
         Audit Committee. The minutes of the Audit Committee will be in writing
         and duly entered in the books of the Company. The minutes of the Audit
         Committee will be available to all other members of the Board.

9.       APPOINTMENT AND REMOVAL

         The members of the Audit Committee shall be appointed by the Board at
         its first meeting following the annual meeting of shareholders and
         shall serve until their successors are elected or until their earlier
         deaths, resignation or removal, with or without cause in the discretion
         of the Board.

         Any member may be removed and replaced at any time without cause by the
         Board and will automatically cease to be a member as soon as the member
         ceases to meet the qualifications set out above. The Board will fill
         vacancies on the Audit Committee by appointment from among qualified
         and independent members of the Board for the remainder of the unexpired
         term. If a vacancy exists on the Audit Committee, the remaining members
         may exercise all of its powers so long as a quorum remains in office.

10.      ACCESS TO OUTSIDE ADVISORS

         The Audit Committee may, in its sole discretion, retain counsel,
         auditors or other advisors in connection with the execution of its
         duties and responsibilities and may determine the fees of any advisors
         so retained. The Company will provide the Audit Committee with
         appropriate funding for payment of compensation to such counsel,
         auditors or other advisors and for ordinary administrative expenses of
         the Audit Committee that are necessary or appropriate in carrying out
         its duties.

11.      LIMITATIONS

         While the Audit Committee has the responsibilities and powers set forth
         in this Charter, it is not the duty of the Audit Committee to plan or
         conduct audits or to determine that the Company's financial statements
         are complete and accurate and are in accordance with GAAP. This is the
         responsibility of management and the independent auditors.



<PAGE>
              SCHEDULE B - CORPORATE GOVERNANCE COMMITTEE CHARTER

                          GERDAU AMERISTEEL CORPORATION

                     CORPORATE GOVERNANCE COMMITTEE CHARTER

                            (ADOPTED MARCH 28, 2005)


INTRODUCTION

1.       DEFINITIONS

Capitalized terms used in this Charter have the meanings attributed to them in
Schedule "A".

2.       PURPOSES

The purposes of the Corporate Governance Committee are to shape the
Corporation's approach to corporate governance and recommend to the Board
corporate governance principles to be followed by the Corporation, identify
candidates for Board membership, educate Directors and assess their performance
on an on-going basis.

PRINCIPAL DUTIES OF THE COMMITTEE

3.       USE OF JUDGMENT

The Members must apply judgment while carrying out the responsibilities of the
Governance Committee, having regard to the purposes of the Governance Committee
as described above. Nothing in this Charter is intended to supplant the exercise
of that judgment, which may require Members to perform additional duties, not
referred to below, as are warranted in the circumstances or as may be required
by law.

4.       BOARD SUCCESSION PLAN

The Governance Committee must develop a Board succession plan.

5.       IDENTIFYING CANDIDATES FOR NOMINATION AS A DIRECTOR

         (a)      The Governance Committee must develop a list of candidates for
                  Board membership with a view to enhancing the independence and
                  quality of nominees to be selected by the shareholders at the
                  next annual general meeting of shareholders. The search for
                  candidates should extend beyond the traditional sources in
                  order to seek men and women with a desired mix of experience
                  and competencies.

         (b)      The Governance Committee must assess whether each of the
                  candidates identified in paragraph (a) of this section would
                  be an Independent Director.

         (c)      The Chair must, with the assistance of the Chair of the Board
                  and one or more other Directors appointed by the Board,
                  approach candidates for Board membership, with or without the
                  Chief Executive Officer, to:

                  (i)      explore the candidates' interest in joining the Board
                           and seek their consent to act as a Director; and

                  (ii)     ensure that interested candidates fully understand
                           the role of a director and the contribution they are
                           expected to make, including the commitment of time
                           and energy that the Corporation expects of its
                           Directors.

         (d)      Based on foregoing the Governance Committee will nominate
                  persons for the Board.



<PAGE>

6.       EDUCATION OF DIRECTORS

         (a)      The Governance Committee must ensure that new Directors are
                  given a proper orientation to both the Corporation and their
                  responsibilities and duties as directors of the Corporation.
                  In addition, the Governance Committee must ensure that
                  Directors who are not related to Gerdau S.A. receive a proper
                  orientation to Gerdau S.A.

         (b)      The Governance Committee must ensure that Directors receive
                  adequate information, including information regarding the
                  Corporation and its affairs, on an on-going basis in order
                  properly to discharge their duties.

7.       PERFORMANCE ASSESSMENT OF THE BOARD, BOARD COMMITTEES AND INDIVIDUAL
         DIRECTORS

         (a)      The Governance Committee must review, on an annual basis, the
                  effectiveness of the Board and all committees of the Board,
                  other than the Governance Committee. The Governance Committee
                  must be reviewed by the Chair of the Board.

         (b)      The Governance Committee must, on an annual basis, review the
                  credentials of the current Directors and assess the
                  contribution of individual Directors to assess their
                  suitability for re-election.

         (c)      The fact that the Directors are assessed must be publicly
                  disclosed. However, the results of the assessment must remain
                  confidential and must not be publicly disclosed.


8.       DEVELOP APPROACH TO CORPORATE GOVERNANCE

         The Governance Committee has the authority and responsibility to:

         (a)      develop or review the charters of the Board, the Audit
                  Committee, the Human Resources Committee, the Corporate
                  Governance Committee and other committees of the Board and
                  recommend to the Board the adoption of or amendments to the
                  charters;

         (b)      consider succession planning and recommend to the Chairman
                  policies and principles for the selection and performance
                  review of the Chief Executive Officer and other key senior
                  management, as well as policies regarding succession in the
                  event of an emergency or the retirement of the Chief Executive
                  Officer or other key senior management and for the
                  appointment, training and monitoring of officers of the
                  Corporation generally;

         (c)      examine the size of the Board and recommend a Board size that
                  facilitates effective decision-making;

         (d)      taking into consideration the recommended size of the Board,
                  recommend the number of Board positions to be filled by
                  Independent Directors bearing in mind the requirement that a
                  majority of the Board must be composed of Directors who are
                  independent until October, 2006 and any applicable laws or
                  corporate governance guidelines, including those of the
                  Toronto Stock Exchange;

         (e)      study and recommend the implementation of structures and
                  procedures to ensure that the Board can function independently
                  of management and without conflicts of interest. Consideration
                  should be given to:

                  (i)      charging an Outside Director with this stewardship
                           responsibility;


<PAGE>

                  (ii)     delineating the roles, duties and responsibilities of
                           the Board and management and ensuring that these
                           boundaries are understood and respected;

                  (iii)    holding, following each Board meeting, an in camera
                           meeting of the Directors who are Independent
                           Directors (with the Chair of the Governance Committee
                           to act as secretary of such meeting); and

                  (iv)     adopting a policy that requires the Board, or a
                           committee of the Board, to approve specified
                           decisions and that specifies those decisions that may
                           be delegated to management;

         (f)      monitoring the relationship between officers and the Board,
                  and recommending a process whereby the Directors will have
                  access to, and have an effective relationship with, management
                  of the Corporation;

         (g)      working with the Chief Executive Officer and other members of
                  management to ensure that the Corporation has a healthy
                  corporate governance culture; and

         (h)      monitoring developments in the area of corporate governance
                  and undertaking

         (i)      other initiatives that may be desirable to maintain the
                  highest standards of corporate governance; and

         (j)      reviewing relevant data to assess the Corporation's
                  competitive position for the components of director
                  compensation and determining the appropriate total
                  compensation package in order to attract quality directors to
                  serve on the Board.

9.       REPORTING TO THE BOARD

The Governance Committee must report to the Board on all significant matters
dealt with by the Governance Committee.

10.      REPORTING TO SHAREHOLDERS

The Governance Committee must approve the "Statement of Corporate Governance
Practices" section of the Corporation's management information circular.

REVIEW AND DISCLOSURE OF CHARTER

11.      REVIEW OF CHARTER

This Charter must be reviewed by the Corporate Governance Committee at least
annually and be submitted to the Board for approval with such amendments as the
Governance Committee proposes.

ORGANIZATION OF THE COMMITTEE

12.      NUMBER OF MEMBERS

The Governance Committee shall consist of at least two Members, to be appointed
by the Board on the recommendation of the Chair of the Board.


<PAGE>

13.      QUALIFICATIONS

         (a)      Only a Director is eligible to be a Member.

         (b)      Until October 2006, a majority of the Members must be
                  Independent Directors.

         (c)      The composition of the Governance Committee must comply with
                  any applicable laws, including any requirement regarding
                  Canadian residency.

14.      CHAIR

         (a)      Each year, the Board must appoint one Member to be Chair of
                  the Governance Committee.

         (b)      If, in any year, the Board does not appoint a Chair, the
                  incumbent Chair shall continue in office until a successor is
                  appointed.

15.      COMPENSATION OF MEMBERS

Members are entitled to compensation for acting as Members of the Governance
Committee as the Board may from time to time determine, and the compensation may
exceed the compensation paid to other directors of the Corporation to reflect
the time-consuming nature and level of responsibility of the Governance
Committee's work.

16.      REMOVAL AND VACANCIES

Any Member may be removed and replaced at any time by the Board, and will
automatically cease to be a Member as soon as the Member ceases to meet the
qualifications set out in subsection 13. The Board must fill vacancies in the
Governance Committee by appointment from among the Directors. If a vacancy
exists on the Governance Committee, the remaining Members may exercise all its
powers if a quorum remains in office.

17.      TENURE

Each Member must hold office until his or her term as a Member of the Corporate
Governance Committee expires or is terminated.

MEETINGS

18.      NOTICE OF MEETINGS

         (a)      The Chair may call a meeting of the Governance Committee at
                  any time, and must call a meeting of the Governance Committee
                  when requested to do so by a Member.

         (b)      The Governance Committee may invite any person to attend any
                  meeting of the Governance Committee.

         (c)      Notice of the time and place of each meeting of the Governance
                  Committee must be given to each Member and any invitees by
                  telephone or other electronic means or by written notice not
                  less than 48 hours before the time of the meeting, and,
                  subject to the requirements of applicable law, need not
                  specify the purpose of or the business to be transacted at the
                  meeting. Meetings of the Governance Committee may be held at
                  any time without notice if all the Members have waived or are
                  deemed to have waived notice of the meeting. A Member
                  participating in the meeting is deemed to have waived notice
                  of the meeting except where a Member attends for the express
                  purpose of objecting to the transaction of any business on the
                  grounds that the meeting has not been lawfully called.



<PAGE>

19.      TIMES AND PLACES OF MEETINGS AND ELECTRONIC MEETINGS

         (a)      The Governance Committee must meet as often as the Governance
                  Committee feels is appropriate to fulfill its
                  responsibilities, which must not be less frequently than
                  annually, at times and places to be determined by the Chair.

         (b)      A meeting of the Governance Committee may be held by
                  telephone, or through electronic or other communication
                  facilities that permit all persons participating in the
                  meeting to communicate with each other simultaneously and
                  instantaneously, and a person participating in a meeting by
                  that means is deemed to be present at that meeting.

20.      MEETING AGENDAS

The Chair must establish the agenda for each meeting and use his or her best
efforts to circulate materials in advance to ensure sufficient time to review
and consider the materials before the meeting.

21.      QUORUM

A quorum at any meeting of the Governance Committee is a majority of the
Members, provided that if the Governance Committee consists of only two members,
a quorum shall be both Members.

22.      VOTING AND APPROVAL

         (a)      Each Member is entitled to one vote in Governance Committee
                  proceedings.

         (b)      Questions arising at any meeting of the Governance Committee
                  must be decided by a majority of votes.

23.      PROCEDURE

The procedure at meetings is to be determined by the Governance Committee unless
otherwise determined by the by-laws of the Corporation or by a resolution of the
Board.

24.      SECRETARY

The Chair will determine the secretary of the Governance Committee.

25.      TRANSACTION OF BUSINESS

The powers of the Governance Committee may be exercised at a meeting where a
quorum is present in person or by telephone or other electronic means, or by
resolution in writing signed by all Members entitled to vote on that resolution
at a meeting of the Governance Committee.

26.      MINUTES OF MEETINGS

The Governance Committee must keep minutes of its proceedings and circulate a
copy of the minutes to each Director on a timely basis.

RETENTION OF EXPERTS

27.      RETENTION OF EXPERTS

         (a)      The Governance Committee may engage such experts, without
                  Board approval and at the expense of the Corporation, as it
                  considers necessary to perform its duties.


<PAGE>

         (b)      The Governance Committee has the sole authority to retain and
                  to terminate any search firm to be used to identify candidates
                  for Board membership, including sole authority to approve the
                  search firm's fees and other retention terms.

ACCESS TO RECORDS

28.      ACCESS TO RECORDS

The Governance Committee, and any experts engaged by the Governance Committee,
shall be given access to all records and information relating to the Corporation
that they believe are relevant to the performance of their duties.



<PAGE>


                         CORPORATE GOVERNANCE COMMITTEE
                                  SCHEDULE "A"
                                   DEFINITIONS

"AFFILIATE" has the meaning attributed to that term in the Business Corporations
Act (Ontario).

"BOARD" means the board of directors of the Corporation.

"CHARTER" means this Governance Committee charter and, unless otherwise
indicated, references to sections are to sections in this Charter.

"CHAIR" means the individual appointed to chair the Governance Committee under
section 14.

"DIRECTOR" means a member of the Board.

"GOVERNANCE COMMITTEE" means the corporate governance committee of the
Corporation.

"INDEPENDENT" means independent of management of the Corporation, Gerdau S.A.
and their Affiliates and is free from any interest and any business or other
relationship which could, or could reasonably be perceived to, materially
interfere with the person's ability to act with a view to the best interests of
the Corporation, other than interests or relationships arising from
shareholding.

"MEMBER" means a Director appointed to the Governance Committee by the Board.

"OUTSIDE DIRECTOR" means a Director who is not an officer or employee of the
Corporation or any of its Affiliates.



<PAGE>


                 SCHEDULE C - HUMAN RESOURCES COMMITTEE CHARTER

                          GERDAU AMERISTEEL CORPORATION
                        HUMAN RESOURCES COMMITTEE CHARTER
                            (ADOPTED MARCH 23, 2005)

1.       PURPOSE

         The Human Resources Committee is responsible for assisting the Board in
         fulfilling its oversight responsibilities in relation to:

         o        the selection and retention of senior management and
                  succession planning for senior management;

         o        the compensation of the Chief Executive Officer and senior
                  management;

         o        professional development for senior management;

         o        the management of pension and significant benefit plans for
                  employees;

         o        the production of an annual report on senior management
                  compensation for inclusion in the management information
                  circular/proxy statement in accordance with applicable rules
                  and regulations;

         o        the development of the Company's human resources strategy and
                  the regular review of updates relating to the Company's
                  employees; and

         o        any additional matters delegated to the Human Resources
                  Committee by the Board.

2.       MEMBERS

         The Human Resources Committee shall consist of at least three members
         of the Board, as the Board shall determine from time to time. All of
         the members of the Human Resources Committee will meet the criteria for
         independence contained in applicable laws and stock exchange rules and
         regulations; accordingly, none of the members of the Human Resources
         Committee will be eligible to participate in the Company's Executive
         Compensation Program. In addition, at least a majority of the members
         must be residents of Canada (so long as this is required under
         applicable law).

3.       DUTIES

         The Human Resources Committee is responsible for performing the duties
         set out below as well as any other duties that are delegated to the
         Human Resources Committee by the Board.

         (A)      SENIOR MANAGEMENT

         The Human Resources Committee will review the Company's organizational
         structure and consider policies and principles for the selection and
         retention of management and, in coordination with the Corporate
         Governance Committee and the chairman of the Board, succession planning
         for senior management.

         (B)      SENIOR MANAGEMENT DEVELOPMENT

          The Human Resources Committee will:


<PAGE>

         o        in coordination with the Corporate Governance Committee,
                  review and monitor executive development programs, including
                  training and retention programs for members of senior
                  management;

         o        recommend policies and principles for performance reviews of
                  members of senior management, and review and monitor the
                  practices used to evaluate members of senior management; and

         o        review the Chief Executive Officer's recommendations with
                  respect to the recruitment, promotion, transfer and
                  termination of other members of senior management.

         (C)      EMPLOYMENT AND SEVERANCE ARRANGEMENTS

         The Human Resources Committee will approve employment agreements,
         severance arrangements, change in control agreements or provisions,
         separation agreements or any amendments thereto that are to be entered
         into by the Chief Executive Officer or senior management and any
         changes to relevant contractual arrangements and provisions, including
         pension arrangements, for all members of senior management.

         (D)      INCENTIVE COMPENSATION PLANS AND EQUITY-BASED PLANS

         The Human Resources Committee will:

         o        make recommendations to the Board with respect to senior
                  management compensation and the adoption, amendment,
                  termination or replacement of incentive compensation plans and
                  equity-based plans; and

         o        approve any incentive compensation or equity-compensation
                  plans, amendments to such plans, and annual grants or awards
                  under such plans to members of senior management subject to
                  shareholder or Board approval, as appropriate.

         (E)      HUMAN RESOURCES STRATEGIES

         The Human Resources Committee will:

         o        review and monitor the Company's practices for supporting
                  diversity in the workplace and its compliance with applicable
                  human rights laws; and

         o        review and monitor the Company's human resources strategies
                  for consistency with the Company's vision, mission and core
                  values.

         (F)      BENEFIT PLANS AND PERQUISITES

         The Human Resources Committee will review and approve all benefit plans
         designed primarily for members of senior management and on at least an
         annual basis, shall review any other perquisites granted to members of
         senior management.

         (G)      PENSION MATTERS

         The Human Resources Committee will discharge the ultimate fiduciary
         responsibilities that reside with the Board for pension and employee
         welfare plans sponsored by the Company and all majority-owned
         subsidiaries and will render appropriate reports to the Board.

         The Human Resources Committee has established a Benefits Plan
         Investment Committee, charged with the responsibilities of


<PAGE>

         o        overseeing the investment of plan assets, including preparing,
                  amending or confirming, as appropriate, statements of
                  investment policies and procedures for each benefit plan as
                  required; and

         o        selecting and monitoring the investment choices in plans
                  offering investment choices to participants.

         The Human Resources Committee has also established a Benefits Plan
         Administrative Committee, charged with the responsibilities of

         o        performing any duty or responsibility delegated, and having
                  any power granted, by any benefit plan or policy sponsored by
                  the Company or any of its subsidiaries to the Company or the
                  Board of the sponsoring employer with respect to day-day
                  administrative functions;

         o        performing any duty or responsibility delegated, and having
                  any power granted, by any benefit plan or policy sponsored by
                  the Company or any of its subsidiaries to the Company or other
                  sponsoring employer as "Plan Administrator" or similar
                  position (excluding, however, any duty, responsibility or
                  power relating to the investment of plan assets); and

         o        specifically establishing policies and procedures, determining
                  benefit claims and appeals when appropriate, selecting and
                  contracting with service providers, determining employee cost
                  sharing, terminating employment due to disability and making
                  resolutions as permitted by the benefit plan.

         The Benefits Plan Investment Committee and the Benefits Plan
         Administrative Committee will be supervised by the Human Resources
         Committee and will report to the Human Resources Committee respecting
         all matters on a regular basis.

         From time to time, the Human Resources Committee will review and
         approve policies relating to the Company's pension plans, especially
         investment policies and objectives, funding policies and the
         performance of investment managers in relation to agreed-upon
         investment performance mandates and criteria.

         (H)      EVALUATION AND COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

         The Human Resources Committee, in consultation with the chairman of the
         Board, will:

         o        review and approve the corporate goals and objectives that are
                  relevant to the Chief Executive Officer's compensation;

         o        evaluate the Chief Executive Officer's performance in light of
                  those goals and objectives, taking into consideration the
                  responsibilities of the position;

         o        determine and approve the Chief Executive Officer's
                  compensation based on the evaluation referred to above, the
                  experience of the incumbent, compensation paid to chief
                  executive officers and senior management in comparable
                  organizations, the Company's performance and relative
                  shareholder return, compensation levels for positions with
                  comparable responsibilities across a broad-based group of
                  industrial companies, the compensation paid to the Chief
                  Executive Officer in prior years, and the Committee's
                  assessment of the Chief Executive Officer's current and
                  expected contribution to the Company's success. For greater
                  certainty, the Human Resources Committee has the sole
                  authority to determine and approve the Chief Executive
                  Officer's compensation; and

         o        recommend to the Board remedial action where necessary.


<PAGE>

         (I)      EVALUATION AND COMPENSATION OF SENIOR MANAGEMENT

         The Human Resources Committee will review and approve corporate goals
         and objectives relevant to the compensation of senior management,
         review the Chief Executive Officer's evaluation of the performance of
         senior management in light of those goals and objectives and determine
         and approve, based on the Chief Executive Officer's recommendation, the
         compensation (annual salary, bonus and other compensation) of members
         of senior management.

         For the purposes of this charter, references to "senior management"
         mean officers of the Company or its business groups at the level of
         Corporate Vice President or Mill Vice President/Manager (or an
         equivalent title) or Downstream Region Manager or above.

4.       REPORTING

         The Human Resources Committee will:

         o        regularly report to the Board on all significant matters it
                  has addressed and with respect to such other matters as are
                  within its responsibilities; and

         o        produce an annual report on senior management compensation for
                  inclusion in the management information circular/proxy
                  statement in accordance with applicable rules and regulations.

5.       REVIEW AND DISCLOSURE

         From time to time, the Corporate Governance Committee will review this
         Charter and recommend to the Board any amendments it deems necessary.

         A summary of this Charter must be disclosed annually in the Company's
         management information circular.

6.       ASSESSMENT

         At least annually, the Corporate Governance Committee will review the
         effectiveness of the Human Resources Committee in fulfilling its
         responsibilities and duties as set out in this Charter and in a manner
         consistent with the corporate governance guidelines adopted by the
         Board.

7.       CHAIR

         Each year, the Board will appoint one member to be Chair of the Human
         Resources Committee. If, in any year, the Board does not appoint a
         Chair, the incumbent Chair will continue in office until a successor is
         appointed. In the Chair's absence, the Human Resources Committee may
         select another member as Chair by majority vote. The Chair will have
         the right to exercise all powers of the Committee between meetings but
         will attempt to involve all other members as appropriate prior to the
         exercise of any powers and will, in any event, advise all other members
         of any decisions made or powers exercised.

8.       MEETINGS

         The Human Resources Committee will determine the date, time and place
         of its meetings, but will meet at least twice annually. The Committee
         may meet on not less than 48 hours written or verbal notice from the
         Chair to all members (or without notice if all persons entitled to
         notice have waived or are deemed to have waived such notice). If the
         Chair is absent or if the position is vacant, any member may call a
         meeting. The Human Resources Committee may establish those procedures
         it deems appropriate, such procedures to be in keeping with those
         adopted by the Board. All decisions will be by majority vote. In the
         event of a tie, the Chairperson will have the second, or casting vote
         in addition to his or her original vote.


<PAGE>

9.       QUORUM

         A majority of members of the Human Resources Committee will constitute
         a quorum for the transaction of business decisions.

10.      SECRETARY AND MINUTES

         The Secretary of the Company, or such other person as may be appointed
         by the Chair of the Human Resources Committee, will act as the
         secretary of the Human Resources Committee. The minutes of the Human
         Resources Committee will be in writing and duly entered in the books of
         the Company. The minutes of the Committee will be available to all
         other members of the Board, redacted as may be determined necessary by
         the Chair to excise any sensitive personnel information not otherwise
         material to the Board.

11.      APPOINTMENT AND REMOVAL

         The members of the Human Resources Committee shall be appointed by the
         Board at its first meeting following the annual meeting of shareholders
         and shall serve until their successors are elected or until their
         earlier deaths, resignation or removal, with or without cause in the
         discretion of the Board.

         Any member may be removed and replaced at any time without cause by the
         Board and will automatically cease to be a member as soon as the member
         ceases to meet the qualifications set out above. The Board will fill
         vacancies on the Human Resources Committee by appointment from among
         qualified and independent members of the Board for the remainder of the
         unexpired term. If a vacancy exists on the Human Resources Committee,
         the remaining members may exercise all of its powers so long as a
         quorum remains in office.

12.      ACCESS TO OUTSIDE ADVISORS

         In carrying out its duties, the Human Resources Committee may retain
         any outside advisor without Board approval at the expense of the
         Company at any time and has the authority to determine any such
         advisor's fees and other retention terms. For greater certainty, the
         Human Resources Committee has sole authority to retain and terminate
         any search firm, compensation consultant or advisor to be used to
         evaluate the compensation or performance of the Chief Executive Officer
         or other senior management.



<PAGE>


                       SCHEDULE D - WHISTLE BLOWER POLICY

                          GERDAU AMERISTEEL CORPORATION
     PROCEDURES FOR ADDRESSING COMPLAINTS ABOUT ACCOUNTING MATTERS (WHISTLE
                                 BLOWER POLICY)
                            (ADOPTED MARCH 15, 2005)

1.       PURPOSE

         The Company is committed to achieving compliance with all applicable
         securities laws and regulations, accounting standards, accounting
         controls and audit practices. In order to facilitate the reporting of
         employee complaints the Company's Audit Committee has established the
         following procedures for (a) the receipt, retention and treatment of
         complaints and concerns regarding accounting, internal accounting
         controls and auditing matters ("Accounting Matters"), and (b) the
         confidential and anonymous submission by employees of complaints or
         concerns regarding questionable accounting or auditing matters.

         Reference is also made to the "Administration and Reporting" section
         within the Company's Code of Ethics and Business Conduct, which deals
         with reports of wrongdoing generally and the Code of Ethics Applicable
         to Senior Executives.

2.       SCOPE

These procedures relate to complaints or concerns relating to any questionable
Accounting Matters, including, without limitation, the following:

         o        fraud or deliberate error in the preparation, evaluation,
                  review or audit of any financial statement of the Company;

         o        fraud or deliberate error in the recording and maintaining of
                  financial records of the Company;

         o        deficiencies in or noncompliance with the Company's internal
                  accounting controls;

         o        misrepresentation or false statement to or by a senior officer
                  or accountant regarding a matter contained in the financial
                  records, financial reports or audit reports of the Company; or

         o        deviation from full and fair reporting of the Company's
                  financial condition.

3.       PROCEDURES

         (A)      SUBMISSION OF COMPLAINTS

         In submitting a complaint or concern regarding Accounting Matters
         employees, shareholders and others should exercise due care to ensure
         the accuracy of information.

                  (i)      Employees, shareholders or others may report their
                           complaints or concerns regarding Accounting Matters
                           to the General Counsel of the Company by phone
                           (813-207-2322) or by mail addressed to the General
                           Counsel or the Chairman of the Audit Committee at
                           Gerdau Ameristeel Corporation, P.O. Box 31328, Tampa,
                           Florida 33631.

                           The General Counsel will forward a copy of the same,
                           to the extent appropriate, to the Chair of the Audit
                           Committee. The person submitting a complaint or
                           concern regarding Accounting Matters should include a
                           telephone number at which she or he can be contacted
                           if the General Counsel or the Audit Committee
                           determines that contact is appropriate.


<PAGE>

                  (ii)     Employees may report their complaints or concerns
                           regarding Accounting Matters on a confidential or
                           anonymous basis by telephone to the ethics hotline at
                           (800) 732-7116.

         (B)      TREATMENT OF COMPLAINTS

         For each complaint or concern regarding Accounting Matters (an
         "Accounting Complaint"), an inquiry will be initiated to determine if
         the complaint or concern can be substantiated or has merit. The inquiry
         will be made by the General Counsel or person designated by the General
         Counsel unless the Audit Committee designates another person to review
         the Accounting Complaint (the "Investigator").

         When possible, the Investigator will acknowledge receipt of the
         Accounting Complaint to the person who submitted it.

         The Investigator will conduct an informal inquiry or review in order to
         determine, in his or her reasonable judgment, whether a reasonable
         basis exists for pursuing an investigation or further review of the
         Accounting Complaint. The purpose of this informal inquiry or review is
         to screen Accounting Complaints so that the Audit Committee does not
         have to examine immaterial, frivolous or spurious reports of
         wrongdoing.

         The Investigator will forward the Accounting Complaint to the Chair of
         the Audit Committee along with any conclusions she or he may have
         reached about the merit of the Accounting Complaint.

         Following receipt of the Investigator's report, the Audit Committee
         will review each matter reported and recommend that the Company or
         Board take prompt and appropriate corrective or disciplinary action,
         where necessary. The Audit Committee may enlist employees of the
         Company (including the General Counsel) and/or outside legal,
         accounting or other advisors to assist with the investigation or
         further review of the Accounting Complaint. The Board will be informed
         of all investigations and reviews upon their conclusion.

         When possible and when determined appropriate by the Audit Committee,
         notice of any corrective action taken will be given to the person who
         submitted the Accounting Complaint. If this person is not satisfied
         with the treatment of his or her complaint, he or she may follow-up the
         matter with the Chair of the Audit Committee.

         (C)      CONFIDENTIALITY AND ANONYMITY

         Employees, shareholders or others with Accounting Complaints may make
         their complaint or concern known on a confidential basis or
         anonymously, as applicable, to the extent reasonable and practicable
         under the law.

         The Company will make good faith efforts to protect the confidentiality
         of employees making submissions of Accounting Complaints; provided,
         however, that the Company or its employees and agents shall be
         permitted to reveal the employee's identity and confidential
         information to the extent necessary to permit a thorough and effective
         investigation.

         (D)      RECORDS

         A confidential file for each Accounting Complaint will be maintained
         for an appropriate amount of time. This file will relate to the initial
         Accounting Complaint as well as to any inquiry, investigation and
         resolution of the Accounting Complaint.

         In addition, the General Counsel will maintain a log of all Accounting
         Complaints, tracking their receipt, investigation and resolution and
         shall prepare a periodic summary report of all Accounting Complaints
         for

<PAGE>

         the Audit Committee. Copies of these logs and summary reports will be
         maintained for an appropriate amount of time.

         These records are confidential to the Company and are protected by
         attorney-client privilege and/or the attorney work product doctrine.
         Such records will be considered privileged and confidential.

4.       PROTECTION FOR WHISTLEBLOWERS

         The Company will not retaliate or attempt to retaliate and will not
         tolerate any retaliation or attempted retaliation by any other person
         or group, directly or indirectly, against any person who

         o        in good faith, submits an Accounting Complaint,

         o        provides assistance to the Audit Committee, the General
                  Counsel or the Company's management or any other person or
                  group, including any governmental, regulatory or law
                  enforcement body, investigating or otherwise helping to
                  resolve an Accounting Complaint,

         o        provides information regarding any conduct the person
                  reasonably and in good faith believes constitutes a violation
                  of any law or regulation regarding securities fraud in an
                  investigation conducted by any state, provincial or federal
                  regulatory or law enforcement agency or authority or a member
                  or committee of the US Congress or Canadian or provincial
                  legislative bodies, or

         o        participates in an investigation, hearing, court proceeding or
                  other administrative inquiry in connection with an Accounting
                  Complaint.

         In addition, the Company will not discharge, demote, suspend, threaten,
         harass or in any other manner discriminate against any employee in the
         terms and conditions of employment based upon any lawful actions of
         such employee with respect to good faith submissions of Accounting
         Complaints or otherwise as specified in Section 806 of the
         Sarbanes-Oxley Act of 2002.

5.       UNSUBSTANTIATED CLAIMS

         If an employee submits an Accounting Complaint in good faith, which is
         not confirmed by subsequent investigation, no action will be taken
         against that employee.

         Any employee who knowingly or recklessly makes false accusations of
         wrongdoing (including making statements or disclosures that are not in
         good faith) may be subject to discipline, which may include
         termination.

         Employees who submit Accounting Complaints can and will continue to be
         held to the Company's general job performance standards. Therefore, an
         employee against whom legitimate adverse employment actions have been
         taken or are proposed to be taken for reasons other than prohibited
         retaliatory actions, such as poor job performance or misconduct by the
         employee, is prohibited from using this policy as a defense against the
         Company's lawful actions.

6.       ANNUAL REVIEW

         These procedures will be reviewed periodically by the Audit Committee,
         taking into account the effectiveness of the procedures in promoting
         proper disclosure and with a view to minimizing the opportunities to
         cause improper investigations.

7.       PUBLICATION

         The Company will communicate these procedures to all employees by
         posting these procedures on the Company's website
         (www.gerdauameristeel.com).



<PAGE>


                SCHEDULE E - CODE OF ETHICS AND BUSINESS CONDUCT

                          GERDAU AMERISTEEL CORPORATION
                       CODE OF ETHICS AND BUSINESS CONDUCT

                            (ADOPTED MARCH 23, 2005)


I.       INTRODUCTION

         Gerdau Ameristeel Corporation (the "Company") operates with the core
         values of safety, integrity, a customer quality orientation, employee
         engagement, open communication, and environmental responsibility. This
         Code of Ethics and Business Conduct ("Code") has been adopted by our
         Board of Directors. It reinforces our commitment to our core values and
         summarizes the standards that guide our actions as we conduct our
         business. These standards represent Company policy and apply to all of
         our employees and officers (all of our officers and employees,
         collectively, "Employees") and all members of our Board of Directors
         ("Directors").

II.      BUSINESS CONDUCT AND COMPLIANCE WITH LAWS

         We each have a responsibility to conduct our business with honesty and
         integrity and in accordance with the highest standards of business
         ethics and all laws, rules and regulations that govern our actions. So
         that all Employees may be aware of and understand these standards, the
         following is a brief summary of significant professional and legal
         requirements applicable to Employee conduct. Any Employee who is
         uncertain about a standard of conduct or the application of a law or
         regulation should seek guidance in the manner described in Section IX
         of this Code.

         A.       SAFETY AND HEALTH

                  The safety and health of all Employees is of paramount
                  importance to the Company. Across the Company, each Employee
                  has a personal obligation to the safe conduct of the Company's
                  business. Company policies have been adopted and various
                  federal, state and local laws have been enacted to protect
                  Employee's safety and health. The Company ensures that
                  Employees are aware of applicable regulations and that
                  Employees receive appropriate training concerning safety and
                  health requirements. It is the Employee's responsibility, for
                  the Employee's own benefit and for the benefit of all other
                  Employees, to be aware of, accountable for, and in compliance
                  with all applicable safety and health requirements. Dangerous
                  or unsafe conditions should be reported immediately to your
                  supervisor.

         B.       EQUAL EMPLOYMENT

                  The Company and all Employees are required to comply with all
                  laws governing nondiscrimination in every location in which
                  the Company has a facility. The Company is committed to
                  providing equal employment opportunities for all persons
                  regardless of race, color, religion, gender, age, marital
                  status, sexual orientation, national origin, citizenship
                  status, disability, veteran status, or membership in any other
                  group protected by applicable federal, state or local laws.
                  This policy extends to all terms and conditions of employment,
                  including but not limited to hiring, placement, promotion,
                  termination, layoff, recall, transfers, and leaves of absence,
                  compensation and training.

         C.       DISCRIMINATORY HARASSMENT

                  The law prohibits employees in the workplace from engaging in
                  discriminatory harassment, and the Company's policy is to
                  prohibit any act of discriminatory harassment. An Employee
                  must not engage in any threatening, intimidating or hostile
                  activity, or use epithets or slurs that relate to race, color,
                  religion, gender, age, marital status, sexual orientation,
                  national origin, citizenship

<PAGE>
                  status, disability, veteran status or membership in any other
                  group protected by federal, state or local laws. Likewise, an
                  employee may not send to any co-employee or display or
                  circulate in the workplace any electronic, written or graphic
                  material that indicates or shows hostility toward an
                  individual or group because of that individual's or group's
                  race, color, religion, gender, age, marital status, sexual
                  orientation, national origin, citizenship status, disability,
                  veteran status or membership in any other group protected by
                  federal, state or local laws.

         D.       SEXUAL HARASSMENT

                  Sexual harassment in the workplace is expressly prohibited by
                  law and the Company's policy is to prohibit any act of sexual
                  harassment. Sexual harassment is defined as an unwelcome
                  sexual advance, any request for sexual favors, visual displays
                  of inappropriate material, or any other verbal or physical
                  conduct of a sexual nature in the workplace as well as any
                  similar conduct that creates a hostile work environment. The
                  Company does not condone sexual harassment, whether committed
                  by Employees or by Employees of vendors, suppliers,
                  contractors or customers' and such persons will be subject to
                  appropriate corrective action for violations.

         E.       ENVIRONMENTAL

                  The Company is committed to protecting the earth's vital
                  resources and promoting sustainable economic development. The
                  Company requires Employees to comply with all environmental
                  laws and regulations applicable to their activities in the
                  workplace. Environmental compliance is everyone's
                  responsibility. Each Employee is responsible for understanding
                  the environmental consequences of his or her job and
                  performing it in an environmentally safe manner. If an
                  Employee becomes aware of any actual or potential adverse
                  environmental impacts caused by Company operations, he or she
                  should promptly advise his or her supervisor so that necessary
                  corrective action can be taken.

         F.       ANTITRUST

                  The federal government, most state governments, and many
                  foreign governments have enacted antitrust or "competition"
                  laws intended to preserve independent competition among
                  competitors and prohibit activities that are unreasonable
                  restraints of trade. Certain types of restraints are
                  considered to always be illegal under the laws of the United
                  States and many countries, and employees must avoid even the
                  appearance of such conduct. Some clear examples of antitrust
                  violations are: price fixing, bid rigging, market or customer
                  allocation, production allocation and group boycotts such as
                  joint refusals to deal. If an Employee violates antitrust
                  laws, the Employee may be subject to personal criminal
                  liability, including fines and imprisonment. The Company may
                  also be exposed to both criminal and civil liability,
                  including treble civil damages. The defense of an antitrust
                  claim, even when successful, can be time consuming, burdensome
                  and extremely expensive for the Company. Accordingly, an
                  Employee must not engage in any prohibited activity, and must
                  strive to avoid even the appearance of a possible violation.
                  An Employee with sales and marketing responsibilities or
                  commercial contacts or who attends trade association or
                  industrial group meetings must be particularly aware of these
                  obligations under the antitrust laws.

         G.       CAMPAIGN AND ELECTION LAW MATTERS

                  The Company requires its Employees to comply with all
                  applicable laws concerning the use of corporate funds,
                  properties and services to influence governmental action or
                  the nomination or election of any candidate to public office.
                  Any contributions of funds to political candidates, committees
                  and parties and all other forms of direct or indirect
                  assistance or support, must be in the strict compliance with
                  applicable laws and regulations and must be properly
                  authorized. Although the Company encourages its Employees to
                  be involved in community, government and political affairs,
                  and to support political candidates of their choosing, such
                  activities must be

<PAGE>

                  undertaken on the Employee's own time at their sole expense,
                  with no reimbursement by the Company.

         H.       IMPROPER PAYMENTS AND FOREIGN GOVERNMENTAL CONTACTS

                  The use of any funds or assets of the Company for any unlawful
                  or improper gifts, payments to customers, government employees
                  or other third parties is strictly prohibited. Therefore, no
                  payment from the Company's funds or assets shall be made to or
                  for the benefit of a representative of any domestic or foreign
                  government (or subdivision thereof), labor union, or any
                  current or prospective customer or supplier for the purpose of
                  improperly obtaining a desired government action, or any sale,
                  purchase, contract or other commercial benefit. This
                  prohibition applies to direct or indirect payments made
                  through third parties and is intended to prevent bribes,
                  kickbacks or any other form of payoff.

                  All contacts by the Company with officials of foreign
                  governments, or officials of companies owned in whole or in
                  part by foreign governments, must be conducted in compliance
                  with the Foreign Corrupt Practices Act. The FCPA generally
                  prohibits payments of, promises to pay, or authorizations to
                  pay, money, gifts or anything of value to officials of foreign
                  governments, in order to "obtain or retain" business. Payments
                  or gifts to a third party, such as an agent or sales
                  representative, while knowing (or having reason to know) that
                  all or part of the money or gift will be offered or given to
                  such an official, are also prohibited. If Employees violate
                  the FCPA, the violation creates severe potential criminal and
                  civil liability for themselves and the Company. The types of
                  conduct prohibited by the FCPA are not always clear. As a
                  result, caution is required when doing business through
                  foreign consultants, commercial representatives or agents, or
                  with businesses that are owned, in whole or in part, by
                  foreign governments or that have personal or family ties to
                  government officials. The United States government uses
                  economic sanctions and trade embargoes to further foreign
                  policy and national security objectives. Employees must abide
                  by all economic sanctions and trade embargoes that are in
                  effect.

         I.       DELEGATION OF AUTHORITIES

                  The Company requires its Employees to comply with the
                  purchasing approval limits set out by its Directors from time
                  to time. Only those Employees authorized by the Directors are
                  allowed to approve purchases and the amounts approved must not
                  exceed the specified limits. No Employee may approve purchases
                  in amounts greater than his or her approval limit nor may any
                  Employee assume any authority not granted by the purchasing
                  approval limits. Any questions about the applicable purchasing
                  limits should be directed to the General Counsel.

         J.       INSIDER TRADING

                  The Company's policy is that the Company and Employees trading
                  in the Company's stock and other securities shall comply with
                  all securities laws governing such transactions. Employees and
                  agents of the Company are strictly prohibited from trading in
                  Company stock when they are in possession of material inside
                  information that has not been made public. It is also a
                  violation to pass such information to others who may trade on
                  the information (a practice known as "tipping"). The Canadian
                  and United States securities laws impose restrictions on the
                  timing and manner in which anyone may buy, sell or otherwise
                  trade in the securities of any publicly traded company. It is
                  the policy of the Company to comply with all applicable
                  securities laws, to inform its Employees of the consequences
                  of trading in violation of such laws, and to insist that its
                  Employees comply with all applicable securities laws when
                  trading in the Company's securities. Directors and certain
                  Employees are subject to more stringent restrictions on when
                  they may trade in Company stock and other securities. For a
                  detailed discussion of the Company's policies concerning
                  securities trading by Company Employees and Directors, see
                  Appendix A.

III.     CONFLICTS OF INTEREST


<PAGE>

         Employees and Directors have an obligation to promote the best
         interests of the Company at all times and should avoid any action which
         may involve a conflict of interest with the Company. Employees and
         Directors should not have any undisclosed, unapproved financial or
         other business relationships with suppliers, customers or competitors
         of a magnitude or nature that could impair the independence of any
         judgment that an Employee or Director may need to make on behalf of the
         Company. Conflicts of interest would also arise if an Employee or
         Director, or a member of his or her family receives improper payments
         or other personal benefits as a result of his or her position in the
         Company. The Gerdau Ameristeel Policy Manual provides specific guidance
         on the acceptance of gifts and gratuities. We must also avoid apparent
         conflicts of interest, which occur where a reasonable observer might
         assume there is a conflict of interest and, therefore, a loss of
         objectivity in our dealings on behalf of the Company. Where conflicts
         of interest arise, Employees and Directors must provide full disclosure
         of the circumstances. Directors and officers of the Company shall
         provide full disclosure to the Company's Audit Committee Chairman and
         all Employees, other than officers, shall provide full disclosure to
         their supervisor.

IV.      CORPORATE OPPORTUNITIES

         Employees and Directors owe a duty to the Company to advance its
         legitimate interests when the opportunity to do so arises. Employees
         and Directors are prohibited from (i) directly or indirectly buying,
         investing or otherwise participating in any potential business
         opportunity for the Company, which they have discovered through their
         use of the Company's information or property or as a result of their
         position in the Company, (ii) using Company information or property, or
         their position with the Company, for personal gain, and (iii) competing
         with the Company.

V.       ACCURACY OF RECORDS AND INFORMATION REPORTING

         The Company's financial and accounting records and other books and
         records are used to produce reports for the Company's management,
         shareholders, governmental and regulatory authorities and others.
         Therefore, we must all protect the Company's financial strength and
         reputation for integrity by ensuring complete and accurate financial
         and accounting records that are not misleading. Implementing
         appropriate control systems helps to make sure this happens. All books,
         records and accounts including time sheets, sales records, invoices,
         bills and expense reports must be complete, accurate and reliable.
         Unrecorded, undisclosed or "off-the-books" funds or assets should not
         be kept for any purpose, and transactions should be recorded in a
         timely manner and supported by appropriate documentation. Employees
         should not incur or pay the costs of anything using company funds if
         the incurrence or payment is not authorized by your manager or
         supervisor or reimbursable, and financial records that reflect the
         Company' activities and transactions should be maintained in accordance
         with generally accepted accounting principles (GAAP) and in compliance
         with applicable laws and regulations.

         The Company also requires full, fair, accurate, timely and
         understandable disclosure in reports and documents that the Company
         files with, or submits to, the Securities and Exchange Commission
         (SEC), the Ontario Securities Commission (OSC) and other Canadian
         securities regulatory authorities, the Toronto Stock Exchange (TSX) and
         the New York Stock Exchange (NYSE), as well as in other public
         communications made by the Company. All Employees who are responsible
         for the preparation of the Company's public disclosures, or who provide
         information as part of the process, have a responsibility to ensure
         that disclosures and information are made public in compliance with the
         Company's various disclosure controls and procedures.

VI.      CONFIDENTIALITY

         The Company has, or has been entrusted by third parties with,
         information, products and ideas which are considered confidential. From
         time to time, Employees or Directors may come into contact with such
         confidential information, including the following: trade secrets,
         marketing data, financial information, information systems, technical
         expertise, inventions, business strategies, and personnel

<PAGE>

         data. The Company owns or has been entrusted with this information and
         the Company determines who is entitled to possess or use such data.
         Employees have an ongoing obligation to protect such information and
         not to disclose such information unless authorized by the Company or
         mandated by law. This obligation continues even after an individual is
         no longer an Employee or Director of, or otherwise affiliated with, the
         Company. The intentional or inadvertent disclosure of confidential
         information can seriously damage the Company and disadvantage the
         Company in its business dealings. Discussions and disclosure of such
         information must be strictly limited to those authorized persons who
         have a need to know.

VII.     FAIR DEALING

         Employees and Directors must endeavor to deal fairly with the Company's
         customers, suppliers, competitors and other employees. Employees and
         Directors must not take unfair advantage of anyone through
         manipulation, concealment, abuse of privileged information,
         misrepresentation of material facts, or any other unfair dealing
         practice.

VIII.    PROTECTION AND PROPER USE OF COMPANY ASSETS

         Company assets, such as materials, supplies, inventories, intellectual
         property, software, hardware, and facilities, among other property, are
         valuable resources owned, licensed, or otherwise belonging to the
         Company. Employees and Directors are expected to treat the property of
         the Company with care and use it efficiently and should not remove it
         from Company premises without a supervisor's approval. The Company's
         property should only be used for legitimate business purposes.

IX.      GUIDANCE AVAILABLE

         This Code does not reference all laws, policies, rules or regulations
         or standards applicable to conduct by Employees. Requirements not
         referenced in this Code may apply to specific work activity. Many laws
         to which the Company is subject, including those referenced in this
         Code, are complex, and their application to the Company's business
         practices or activities can at times be unclear. Appropriate guidance
         should be sought regarding any proposed action that raises questions or
         creates uncertainty with respect to compliance with laws or
         regulations. Employees should seek the advice and guidance of
         supervisors and the Company's Legal Department with regard to any and
         all transactions that may have legal implications.

X.       COMPLIANCE

         Compliance with this Code is mandatory and a violation of this Code
         constitutes grounds for disciplinary action, including, when
         appropriate, termination of employment. This Code reflects general
         principles to guide Employees in making ethical decisions and is not
         intended to address every specific situation. As such, nothing in this
         Code prohibits or restricts the Company from taking any disciplinary
         action on any matter pertaining to Employee conduct, whether or not it
         is expressly discussed in the Code. The Code is not intended to create
         any expressed or implied contract with any employee or third party. In
         particular, nothing in this document creates any employment contract
         between the Company and its Employees. The Code may be revised, changed
         or amended at any time by the Board of Directors.

XI.      ADMINISTRATION AND REPORTING

         Employees should report violations (or circumstances which could lead
         to violations) of laws, rules, regulations or of this Code to their
         supervisor or to the appropriate level of management personnel at their
         location. If an Employee is still concerned after reporting their
         concern or feel uncomfortable speaking with them for any reason they
         may either discuss the matter with the Company's General Counsel
         (813-207-2322) or send (anonymously, if they wish) a detailed written
         description of their concerns with copies of any relevant documents or
         other information in their possession addressed to

<PAGE>

         either General Counsel, Gerdau Ameristeel Corporation, P.O. Box 31328,
         Tampa, FL 33631 or to the Chairman of the Audit Committee at the same
         address. In addition an Employee may report the matter by telephone to
         the Company's ethics hotline at (800) 732-7116. To encourage Employees
         and Directors to report such violations, the Company will not allow
         retaliation for reports made in good faith.

         Directors and officers of the Company should report violations (or
         circumstances which could lead to violations) of laws, rules or
         regulations of this Code to the Chairman of the Audit Committee.

XII.     DISCLOSURES

         A copy of this Code shall be posted on the Company's website and the
         Company's annual report shall state that this Code is available on the
         Company's website and is available in print to any shareholder who
         requests it.

Employees and Directors shall periodically be required to certify in writing
that their conduct has been in full compliance with this Code. Any waivers of
this Code for officers or Directors of the Company may be made only by the
Company's Board of Directors or the appropriate committee of the Board of
Directors and must be promptly disclosed to shareholders.



<PAGE>


                   APPENDIX A - DISCLOSURE AND TRADING POLICY

                          GERDAU AMERISTEEL CORPORATION
                          DISCLOSURE AND TRADING POLICY
                            (REVISED MARCH 23, 2005)

I.       BACKGROUND

         Securities regulation imposes requirements on the Company, its
         directors, officers and employees that are intended to ensure that:

         o        trading in the securities of the Company or other companies
                  does not take place when Company employees are in possession
                  of material, non-public information;

         o        Company employees do not "tip" confidential information to
                  others; and

         o        there is no "selective disclosure" of previously non-public
                  material information about the Company so that it is
                  accessible to some market participants but not others.

         This Policy is intended to help to ensure compliance with these
         requirements by setting out procedures and guidelines for:

         o        dealing with confidential information;

         o        disclosing (and monitoring the disclosure of) material
                  information on a timely basis in a manner that is broadly
                  accessible on a non-exclusionary basis by all market
                  participants;

         o        restricting trading in securities of the Company or other
                  companies in respect of which insiders may receive material,
                  non-public information while representing the Company; and

         o        establishing procedures by which supervisory employees will be
                  alert to monitor, and take appropriate actions regarding any
                  questionable trading activities.

         The consequences of improper disclosure, trading or tipping (or
         suspicion of any of those activities) are serious, both for the
         individual involved and the Company. Breach of the applicable laws and
         regulations may involve both civil and criminal penalties, and the
         monetary and reputational cost of an actual or suspected breach may be
         significant.

         This Policy is an Appendix to the Company's Code of Ethics and Business
         Conduct, the receipt of which is required to be acknowledged by all
         directors, officers and employees of the Company. Each affected
         individual is responsible for ensuring compliance with this Policy by
         his or her family and other members of their household and entitles
         over which he or she exercise voting or investment control.

II.      CONFIDENTIALITY

         PRINCIPLES OF CONFIDENTIALITY

         The protection of our confidential information is vital to the Company.
         Moreover, securities legislation expressly prohibits disclosure of
         material, non-public information about the Company to any person
         (including, family members, analysts, individual investors, members of
         the investment community and news media), except in the necessary
         course of business.

         Because it may be difficult to determine what information is
         confidential, all information received by and relating to the Company
         (as well as information learned about others while acting on behalf of
         the Company) should be treated as if it were confidential. As a general
         guideline, the affairs of the Company

<PAGE>

         should not be discussed with or information about the Company made
         available to outsiders, including family members

         Except as contemplated in this Policy under "PROCEDURES AND GUIDELINES
         GOVERNING DISCLOSURE", confidential information or material, non-public
         information should not be disclosed by anyone unless disclosure is
         required as part of his or her regular duties. Where that information
         is to be disclosed to third parties, the Company may want to take
         specific steps to preserve the confidentiality of the information,
         including requiring the recipient to sign a confidentiality agreement.
         All inquiries from outsiders regarding confidential or material,
         non-public information about the Company should be referred to the Vice
         President Finance and Chief Financial Officer (the "DESIGNATED
         OFFICER"), who will arrange a response. The Designated Officer, from
         time to time, may authorize the Treasurer of the Company to respond to
         certain inquiries or certain types of inquiries.

         No trading advice of any kind about the Company should be provided to
         anyone except that others should be advised not to trade if that
         trading might violate applicable laws or regulations or this Policy.

         GUIDELINES FOR MAINTAINING CONFIDENTIALITY

         GENERAL GUIDELINES. To protect the confidentiality of information, the
         following general guidelines should be followed. More stringent
         measures may be adopted for particularly sensitive matters at the
         discretion of the responsible individual:

                  o        only those third parties that clearly have been
                           authorized should be provided with confidential
                           information;

                  o        confidential information should not be discussed in
                           public places such as elevators, hallways,
                           restaurants, health clubs, taxis or the subway or
                           while using cellular or radiotelephones;

                  o        documents containing confidential information should
                           not be read, discarded or carried in public places in
                           a manner that others also might read them;

                  o        in our offices, documents containing confidential
                           information should not be left unattended in public
                           places, such as meeting rooms, reception areas or
                           washrooms;

                  o        persons from outside the Company should not be
                           allowed to use or be in an area (like an employee's
                           office) unattended where documents containing
                           confidential information might be read by them;

                  o        persons from outside the Company should not be told
                           whether a "trading blackout period" has been
                           designated under this Policy; and

                  o        the whereabouts of personnel outside the office or
                           the fact that visitors are in the office should not
                           be disclosed to outsiders. (Any person receiving a
                           request should agree to contact the employee and
                           relay the message.)

         SPECIAL MEASURES. Although judgment and care should be exercised at all
         times, the individual responsible for a particularly sensitive matter
         should consider whether other steps would be appropriate to minimize
         the risk of the confidentiality of information being compromised. Those
         steps might include:

                  o        restricting access to all information within the
                           Company to the smallest practicable working group and
                           reminding all members of the group of the special
                           confidentiality arrangements;

                  o        marking all envelopes or packages containing
                           sensitive materials as confidential and for opening
                           by the addressee only;


<PAGE>

                  o        securing or coding communications that will be sent
                           by fax or e-mail;

                  o        storing sensitive information on computers in a
                           manner that limits the risk that unauthorized
                           operators might gain access;

                  o        logging-off computers when away from the terminal for
                           any substantial period;

                  o        not leaving laptops unattended in airports or other
                           public places;

                  o        omitting names of parties or other identifying
                           information from preliminary drafts of documents for
                           sensitive matters;

                  o        destroying all confidential waste paper by shredding;

                  o        holding of telephone and other conversations (and
                           particularly those on speakerphones) regarding a
                           confidential matter behind closed doors;

                  o        advising others if you are using a cellular or
                           radiotelephone so that no sensitive information is
                           discussed; and

                  o        assigning to any new confidential matter a code or
                           other non-identifying name.


III.     DISCLOSURE

         DISCLOSURE PRINCIPLES

         In compliance with applicable securities law and regulation, the Board
         of Directors of the Company is committed to an effective communications
         and disclosure policy. It is the Company's desire to have a disclosure
         and communications policy that affords all investors equal access to
         material information that may affect their investment decisions.

         GUIDELINES FOR DISCLOSURE

         TIMELY DISCLOSURE. The Company should disclose all material information
         on a timely basis as required by all applicable laws, regulations and
         policies. There may be sound business reasons for delaying the
         disclosure of particular material developments (e.g., the need for
         confidentiality to complete sensitive acquisition negotiations or
         because a developing situation is still in flux and is not yet "ripe"
         for disclosure).

         OPEN DISCLOSURE. The Company should use all reasonable efforts to
         ensure that any material information that is disclosed is distributed
         on a broad, non-exclusionary basis so as to avoid "selective
         disclosure" of the information. The Company may, however, in the
         necessary course of its business, disclose such information:

                  o        to persons subject to duties of trust or confidence
                           (such as lawyers, bankers and accountants);

                  o        to persons who agree to maintain the information in
                           confidence;

                  o        to credit rating agencies;

                  o        in connection with registered or prospectus
                           securities offerings; or

                  o        as otherwise required by applicable regulations.


<PAGE>

         The Company should hold regular information meetings, conference
         telephone calls or Internet webcasts after the release of quarterly and
         annual results. Additional meetings, calls or webcasts may be held in
         association with the release of other information by the Company. These
         meetings and calls are intended to facilitate a dialogue between the
         Company and the investment community and should be open to the public.

         To ensure the most open access, the Company should broadly disseminate
         the notice of the time, place, general substance and method for
         accessing any such meeting, call or webcast and instructions as to how,
         and how long, the public will be able to access transcripts or replays.
         Any material information disseminated during a meeting, call or webcast
         that has not been publicly disseminated should be promptly released in
         a press release.

         USE OF THE WEBSITE. To increase the accessibility of information, all
         material information disseminated by the Company should be posted on
         the Company's website (or links provided to sites on which the
         information is available). The website should be reviewed on a regular
         basis to ensure that it does not contain misrepresentations as a result
         of information that is, or is not, available on or through the site.
         The Company should maintain in an archive a copy of all material
         information that has been posted on the website.

         ANALYSTS' REPORTS. The Company will maintain arm's length professional
         relations with securities analysts and other securities market
         professionals (investment dealers, bankers and advisers, institutional
         investment managers or investment companies). Individuals dealing with
         securities analysts will avoid any conduct by which the Company may be
         seen, directly or indirectly or through implied guidance, as endorsing
         or adopting an analyst's report or confirming the analyst's estimate(s)
         or that any estimate is too high or too low. In this regard, as a
         matter of policy, the Company will not seek to review analysts' reports
         prior to their release to the public. Any review of an analyst's report
         should be limited to reviewing factual information to point out
         inaccuracies with respect to, or omissions from, recently released
         public information or to identify recently disclosed factual
         information that may affect the analyst's model. No Company employee
         should:

                  o        permit an analyst to quote an officer of the Company
                           or directly attribute information to the Company
                           (except to the extent the quote or other information
                           is contained in a news release issued by the Company
                           or another document issued by the Company that is
                           publicly available);

                  o        circulate analysts' reports relating to the Company
                           to current or potential investors; or

                  o        quote or cite an analyst's report or cause it to be
                           "hyperlinked" to the Company's website.

         INVOLVEMENT OF THE BOARD OF DIRECTORS. The Board of Directors or the
         Audit Committee should review all news releases that disclose financial
         results and all other material, non-routine releases prior to release.
         All other news releases should be approved by the President or, in his
         absence, the Vice President Finance and Chief Financial Officer prior
         to release.

         COMMUNICATION ON BEHALF OF THE COMPANY. The only individuals that
         should communicate with securities market professionals or investors
         are the President and the Vice President Finance and Chief Financial
         Officer (collectively, the "AUTHORIZED OFFICERS"). All information
         requests from securities market professionals or investors should be
         referred to one of the Authorized Officers to speak on the Company's
         behalf. Notwithstanding the foregoing, an Authorized Officer, from time
         to time, may authorize the Treasurer of the Company to respond to
         certain inquiries or certain types of inquiries.

         The Authorized Officers, with the assistance of other senior officers,
         should be available to investors to hear, understand and address any
         questions or concerns that they may have. All material questions and
         concerns raised by investors should be reported to the Board of
         Directors on a periodic basis.


<PAGE>

         QUIET PERIODS. During the period beginning one week before the end of a
         quarter (including the last quarter in the fiscal year) and ending with
         the release of the earnings announcement for that quarter, in
         furtherance of this Policy, there will be no communication with
         analysts, institutional investors and other market professionals
         regarding current or prospective operations or results.

         MATERIAL INFORMATION

         In general terms, material information includes any information that:

                  o        there is a reasonable likelihood would be considered
                           by a reasonable shareholder or investor to be
                           important in making an investment decision (whether
                           to buy, sell or hold the securities);

                  o        significantly alters the "total mix" of information
                           in the marketplace about the Company; or

                  o        results, or could reasonably be expected to result,
                           in a significant change in the market price or value
                           of any of the Company's securities.

         Both positive and negative information may be material.

         Although it is not possible to identify all information that would be
         considered to be "material", the following types of information
         ordinarily would be considered material:

                  o        financial performance, especially quarterly and
                           year-end earnings, and significant changes in
                           financial performance or liquidity;

                  o        Company projections and strategic plans;

                  o        changes in corporate structure, such as
                           reorganizations, amalgamations, etc.;

                  o        potential mergers and acquisitions or the purchase
                           by, or sale of, the Company's assets or subsidiaries;

                  o        significant changes in management;

                  o        major labor disputes or disputes with major
                           contractors or suppliers;

                  o        changes in share ownership that may affect control of
                           the Company;

                  o        public or private equity/debt offerings;

                  o        availability of financing for operating or capital
                           requirements;

                  o        stock splits or changes in Company dividend policies
                           or amounts; and

                  o        actual or threatened litigation, or the resolution of
                           such litigation.

         NON-PUBLIC INFORMATION

         Information generally is "non-public" if it has not been widely
         disseminated through major newswire services, national news services
         and financial services. For the purposes of this Policy, information
         will be considered public (no longer "non-public") after the closing of
         trading on the second full trading day following the widespread public
         release of the information.

IV.      TRADING


<PAGE>

         APPLICATION

         The trading provisions of this Policy apply to transactions in the
         Company's and Gerdau S.A.'s securities, including their common stock
         and options to purchase common stock, and any other type of securities
         that the Company or Gerdau S.A. may issue, such as preferred stock,
         convertible debentures, warrants and exchange-traded options or other
         derivative securities. Notwithstanding the foregoing, trading in
         securities of Gerdau S.A. by directors of the Company who are also
         directors or officers of Gerdau S.A. shall be governed by Gerdau S.A.'s
         trading policy.

         TRADING FOR SPECULATIVE PURPOSES

         To limit the possibility of any suspicion of improper trading,
         directors, officers and employees should trade in securities of the
         Company only for investment, and not speculative purposes.

         PROHIBITED ACTIVITIES

         No director, officer or employee should trade in:

                  o        securities of the Company or Gerdau S.A. while in
                           possession of material, non-public information
                           concerning either the Company or Gerdau S.A., or
                           securities of any other company while in possession
                           of material, non-public information concerning such
                           other company, in any case notwithstanding that there
                           may be an independent, justifiable reason for a
                           purchase or sale; or

                  o        any interest or position relating to the future price
                           of Company securities, such as a put, call or short
                           sale (except for interests under certain
                           Company-sponsored benefit plans described below under
                           "EMPLOYEE BENEFIT PLANS").

         No Insider (as herein defined) should trade in:

                  o        Company or Gerdau S.A. securities outside of the
                           applicable "trading windows" or during any special
                           "blackout periods" described below under "TRADING
                           WINDOWS AND BLACKOUT PERIODS."

         It is a violation of this Policy, and possibly illegal as well, to
         trade the securities of any company in a way which attempts to hide the
         true identity of the trader or to mislead others as to exactly who is
         doing the trading. Accordingly, it is a violation of this Policy for
         any director, officer or employee or family member to trade for his or
         her own account by using fictitious names, to trade in the names of or
         through relatives or friends, or to use brokerage accounts under
         fictitious names.

         TRADING WINDOWS AND BLACKOUT PERIODS

         Trading Windows and Blackout Periods apply to Company "Insiders."
         Insiders are those persons such as directors, officers with a rank of
         Assistant Vice President or higher, and employees regularly involved in
         the preparation of the Company's financial statements, and their
         respective administrative assistants, , whose positions with the
         Company make it likely that they will routinely have access to material
         non-public information, as designated by the Compliance Officer from
         time to time.

         TRADING WINDOWS FOR INSIDERS. Insiders of the Company may trade in
         Company or Gerdau S.A. securities only during the fifteen (15) day
         period beginning after the close of trading on the second full trading
         day following the Company's widespread public release of quarterly or
         year-end operating results after following the pre-clearance procedures
         described below under "PRE-CLEARANCE PROCEDURES."

         NO TRADING DURING TRADING WINDOWS WHILE IN THE POSSESSION OF MATERIAL,
         NON-PUBLIC INFORMATION. No one in possession of material, non-public
         information concerning the Company should trade in Company or Gerdau
         S.A. securities even during applicable trading windows. Persons
         possessing such information may

<PAGE>

         trade during a trading window only after the close of trading on the
         second full trading day following the Company's widespread public
         release of the information.

         NO TRADING DURING BLACKOUT PERIOD. No Insider should trade in Company
         or Gerdau S.A. securities outside of the applicable trading windows or
         during any special blackout periods that either the President or the
         Vice President, Finance may designate and that will be communicated
         promptly on designation. No one should disclose to any outside third
         party that a special blackout period has been designated. Limit/stop
         loss orders cannot be executed during a blackout period.

         EXCEPTIONS FOR HARDSHIP CASES. The Compliance Officer (identified below
         under "Pre-Clearance Procedures") may, on a case-by-case basis,
         authorize trading in Company or Gerdau S.A. securities outside of the
         applicable trading windows (but not during special blackout periods)
         due to financial hardship or other hardships, but only in accordance
         with the procedures set forth below under "Hardship Exceptions."


         PRE-CLEARANCE PROCEDURES
         The pre-clearance procedures shall apply to all Company Insiders and
         shall be administered by the Company's Treasurer (the "Compliance
         Officer"). No Insider may trade in Company or Gerdau S.A. securities
         until:

                  o        the person trading has notified the Compliance
                           Officer in writing of the amount and nature of the
                           proposed trade(s),

                  o        the person trading has certified to the Compliance
                           Officer in writing no earlier than two business days
                           prior to the proposed trade(s) that (i) he or she is
                           not in possession of material nonpublic information
                           concerning the Company and (ii) the proposed trade(s)
                           do not violate the trading restrictions of applicable
                           securities laws, including Rule 144 under the United
                           States Securities Act of 1933, Section 76 and Part
                           XXI of the Securities Act (Ontario), Part VIII of the
                           Regulation to the Securities Act (Ontario), or
                           National Instrument 55-101 in Canada, and

                  o        the Compliance Officer has approved the proposed
                           trade(s).

         Trading transactions by the Compliance Officer shall be made only when
         approved by the Vice President Finance and Chief Financial Officer
         following a procedure similar to that outlined above.

         HARDSHIP EXCEPTIONS

         The Compliance Officer may, on a case-by-case basis, authorize trading
         in Company or Gerdau S.A. securities outside of the applicable trading
         windows due to financial hardship or other hardships only after

         o        the person proposing to trade has notified the Compliance
                  Officer in writing of the circumstances of the hardship and
                  the amount and nature of the proposed trade(s),

         o        the person proposing to trade has certified to the Compliance
                  Officer in writing no earlier than two business days prior to
                  the proposed trade(s) that he or she is not in possession of
                  material nonpublic information concerning the Company, and

         o        the Compliance Officer has approved the trade(s).


<PAGE>

         NO OBLIGATION TO APPROVE TRADES

         The existence of the foregoing approval procedures does not in any way
         obligate the Compliance Officer to approve any trades requested by
         Insiders or hardship applicants. The Compliance Officer may reject any
         trading requests in his or her sole reasonable discretion.

         PRIORITY OF STATUTORY AND OTHER TRADING RESTRICTIONS

         The trading prohibitions and restrictions set forth in this Policy do
         not override certain other trading restrictions under applicable law
         and regulation or under contract obligations of individual
         shareholders. Any trade or other transaction in the Company's
         securities must also satisfy applicable restrictions imposed by law,
         regulation and contract. These additional restrictions include but are
         not limited to (i) the prohibitions on "short-swing" trading under
         Section 16(b) of the U.S. Securities Exchange Act of 1934, (ii) resale
         limitations under SEC Rule 144 under U.S. Securities Act of 1933, (iii)
         contract rights in favor of the Company, or (iv) Multilateral
         Instrument 45-201 in Canada. Any director, officer or employee who is
         uncertain whether other prohibitions or restrictions apply to a
         proposed transaction in the Company's securities should ask the
         Compliance Officer.

         The requirements for compliance with other applicable statutory and
         contract restrictions on trading in Company securities are beyond the
         scope of this Policy. For additional information regarding appropriate
         compliance procedures, contact the Compliance Officer.


V.       EMPLOYEE BENEFIT PLANS

         EMPLOYEE BENEFIT PLANS

         The trading prohibitions, procedures and restrictions of this Policy do
         not generally apply to periodic contributions by the Company or
         employees to employee benefit plans (e.g., pension or 401k plans) that
         are used to purchase Company securities pursuant to the employees'
         advance instructions. However, no Insider may alter his or her
         instructions regarding the purchase or sale of Company securities in
         such plans while in the possession of material nonpublic information.

         STOCK OPTION AND STOCK PURCHASE PLANS

         The trading prohibitions, procedures and restrictions of this policy do
         not generally apply to the acquisition of securities upon the exercise
         of stock options granted by the Company or purchased under an employee
         stock purchase plan. However, the trading prohibitions, procedures and
         restrictions apply fully to any sale or other transaction in such
         securities.


VI.      POTENTIAL SANCTIONS

         CIVIL AND CRIMINAL PENALTIES

         The consequences of improper trading or disclosure can be severe.
         Persons violating insider trading or tipping rules can be:

                  o        accountable to the issuer of the securities traded
                           for any benefit or advantage received as a result of
                           the purchase, sale or communication (i.e. any profit
                           made or loss avoided);

                  o        liable to compensate the seller or purchaser of the
                           securities traded from damages as a result of the
                           trade; and


<PAGE>

                  o        subject to criminal penalties up to the greater of
                           three times the profit made or loss avoided or
                           $1,000,000, as well as a jail term.

         The Company may also be required to pay significant civil or criminal
         penalties and could, under certain circumstances, be subject to private
         lawsuits by contemporaneous traders for damages suffered as a result of
         illegal insider trading or tipping by persons under the Company's
         control.

         COMPANY DISCIPLINE

         Violation of this Policy or applicable laws or stock exchange
         requirements by any employee may subject that person to disciplinary
         action by the Company, which could include termination for cause.

         REPORTING OF VIOLATIONS

         Any director, officer or employee who violates this Policy or any
         applicable laws, regulations or stock exchange requirements, or knows
         of any such violation by any other employees, should report the
         violation immediately to the Compliance Officer.

         COOPERATION WITH AUTHORITIES

         It is the Company's policy to cooperate with any authority that has
         jurisdiction and is investigating any trading in the Company's
         securities, any trading activities by an employee or alleged improper
         disclosure by the Company or any employee.


VII.     ADMINISTRATION OF THE POLICY

         COMPLIANCE OFFICER

         The Company's Treasurer has been designated as the "Compliance
         Officer," the Company official responsible to oversee the procedures
         and guidelines relating to timely and fair disclosure and trading in
         Company securities set forth in this Policy.

         In addition to the responsibilities specified elsewhere in this Policy,
         the Compliance Officer has been asked to:

         o        interpret this Policy and monitor compliance with its
                  provisions;

         o        respond to inquiries relating to this Policy; and

         o        ensure that copies of this Policy are provided to all persons
                  who he determines may have access to material, non-public
                  information concerning the Company.



<PAGE>




          SCHEDULE F - CODE OF ETHICS APPLICABLE TO SENIOR EXECUTIVES

                          GERDAU AMERISTEEL CORPORATION
                 CODE OF ETHICS APPLICABLE TO SENIOR EXECUTIVES

                            (ADOPTED MARCH 23, 2005)

         It is critical to the success of the Company and in the best interests
of its shareholders that its employees conduct themselves honestly and
ethically. Accordingly, on March 23, 2005, the Board of Directors adopted this
Code of Ethics Applicable to Senior Executives ("Code"), as contemplated by the
Sarbanes-Oxley Act of 2002.

         This Code sets forth written standards that are designed to deter
wrongdoing and to promote honest and ethical conduct by the Company's senior
executive officers, including the Chief Executive Officer, the Chief Financial
Officer, the Controller and all of the other persons employed by the Company or
its subsidiaries who have significant responsibility for preparing or overseeing
the preparation of the Company's financial statements and other financial data
included in the Company's periodic reports to the Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission and in other public
communications made by the Company (collectively "Senior Executives"). This Code
is a supplement to the Company's Code of Ethics and Business Conduct and other
policies and procedures that govern the conduct of employees of the Company and
its subsidiaries.

         Each Senior Executive must at all times use his or her best efforts and
         abilities to:

         o        Act with honesty and integrity and promote honest and ethical
                  conduct, including the ethical handling of actual or apparent
                  conflicts of interest between his or her personal and
                  professional relationships.

         o        Ensure that all reasonable and necessary steps within his or
                  her areas of responsibility are taken to provide fair, full,
                  accurate, timely and understandable disclosure in reports and
                  documents that the Company files with or submits to Canadian
                  securities regulatory authorities or to the U.S. Securities
                  and Exchange Commission or state regulators and in other
                  communications made to the public, the Company's stockholders,
                  the Company's Audit Committee or the Board of Directors.

         o        Take all reasonable measures to protect the confidentiality of
                  non-public information about the Company, its business,
                  operations or customers obtained or created in connection with
                  such Senior Executive's activities, and to prevent the
                  unauthorized disclosure of such information, unless required
                  by law, regulation or legal or regulatory process and not to
                  use any confidential information for personal advantage.

         o        Comply with all applicable foreign, federal, state, provincial
                  or local laws, rules and regulations.

         o        Act in good faith, responsibly, with due care, competence and
                  diligence without misrepresenting material facts and not,
                  directly or indirectly, take any action to fraudulently
                  influence, coerce, manipulate or mislead the Company's Audit
                  Committee or its Board of Directors, or the Company's
                  independent public auditors for the purpose of rendering the
                  financial statements of the Company misleading.

         o        Use and control all of the Company's assets and resources in a
                  responsible and ethical manner.

         o        Promptly report any conduct that is an actual or potential
                  violation of this Code and/or any applicable securities laws
                  or other laws, rules or regulations by any Senior Executive to
                  the General Counsel or Chairman of the Audit Committee of the
                  Board of Directors. The Senior Executive may chose to remain
                  anonymous in reporting any possible violation of this Code.

                  Any Senior Executive who violates any provision of this Code
         by engaging in unethical conduct, failing to report an actual or
         potential violation of this Code or by refusing to participate in an
         investigation of such conduct, may be subject to disciplinary action up
         to, and including, immediate termination. In addition, violations of
         this Code may also constitute violations of law which could result in
         civil and criminal penalties

<PAGE>

         for the Senior Executive and/or the Company. All Senior Executives are
         responsible for ensuring that their own conduct complies with this
         Code. The Senior Executive's agreement to comply with all the terms of
         this Code does not constitute a contract of employment.

                  The Board of Directors of the Company shall be responsible for
         the administration of this Code and shall have the sole authority to
         amend this Code or grant waivers of its provisions. Waivers will be
         disclosed as required by the Securities Exchange Act of 1934 and the
         rules thereunder and the applicable rules of the New York Stock
         Exchange.



<PAGE>


                  SCHEDULE G - CORPORATE GOVERNANCE GUIDELINES

                          GERDAU AMERISTEEL CORPORATION
                         CORPORATE GOVERNANCE GUIDELINES
                            (ADOPTED MARCH 23, 2005)

1.       GENERAL

         Corporate governance relates to the activities of the members of the
         Board of Directors (the "Board") who are elected by and are accountable
         to the shareholders and takes into account the role of management who
         are appointed by the Board and charged with the ongoing management of
         the Company. The Board believes that sound corporate governance
         practices are essential to the well-being and long-term interests of
         the Company and the promotion and protection of its shareholders'
         interests (including enhancement of value) as owners of the Company.

         The Board has adopted these guidelines to assist the Board in
         supervising the management of the business and affairs of the Company
         as required under applicable law and stock exchange rules and
         requirements.

2.       ROLE OF THE BOARD AND MANAGEMENT

         The Board is the ultimate decision-making body of the Company, except
         in regards to matters reserved to the shareholders by statute or in the
         articles of incorporation or by-laws of the Company. The primary
         responsibility of Board members is to act in good faith and to exercise
         their business judgment in what they reasonably believe to be the best
         interests of the Company and its shareholders. The Company's employees
         and officers conduct the Company's day-to-day business under the
         direction of the Chief Executive Officer and with the oversight of the
         Board.

         The Board appoints the senior management team, acts as an advisor and
         counselor to senior management and monitors performance to assure that
         the long-term interests of the shareholders are being served. Both the
         Board and management recognize that the long-term interests of
         shareholders are advanced by responsibly addressing the concerns of
         other stakeholders and interested parties including employees,
         customers, suppliers, creditors, the communities in which it operates
         and the public at large.

3.       FUNCTIONS OF THE BOARD

         The Board oversees the management of the Company's affairs directly and
         through its committees. In doing so, the Board acts at all times with a
         view to the best interests of the Company and its shareholders. As
         described elsewhere in these guidelines, the Board has delegated some
         of its functions to committees. In fulfilling its mandate, the Board,
         among other things, is responsible for:

         o        reviewing the Company's overall business strategies and its
                  annual business plans;

         o        reviewing the principal risks of the Company's business and
                  ensuring that appropriate systems are in place to manage these
                  risks;

         o        reviewing major strategic initiatives and ensuring that the
                  Company's proposed actions accord with shareholder objectives;

         o        setting an appropriate dividend policy;

         o        appointing senior management and reviewing succession
                  planning;

         o        assessing management's performance against approved business
                  plans;

         o        reviewing and approving the reports issued to shareholders,
                  including annual and interim financial statements;

         o        ensuring the effective operation of the Board;


<PAGE>

         o        to the extent feasible, satisfying itself as to the integrity
                  of the Chief Executive Officer and other senior management and
                  that the CEO and other senior management create a culture of
                  integrity throughout the organization;

         o        adopting a communications policy for the Company;

         o        overseeing management's implementation and maintenance of the
                  Company's internal control and management information systems;
                  and

         o        developing the Company's approach to corporate governance.

         The Board believes that management generally should speak for the
         Company, consistent with all regulations governing such communications
         and with common sense. Unless otherwise agreed to or requested by the
         chairman of the Board, each director shall refer all inquiries from
         institutional investors and the press to designated members of senior
         management or the chairman of the Board.

4.       BOARD COMPOSITION

         (A)      SIZE

         The Board believes that it should generally have no fewer than five and
         no more than twenty directors, subject to the provisions of the
         Company's articles of incorporation and by-laws. The Company's Board is
         currently comprised of nine individuals. The Board considers this to be
         an appropriate number given the diversity of its operations and the
         need for a variety of experiences and backgrounds to ensure an
         effective and efficient Board.

         (B)      TERM

         All directors are elected at the annual meeting of shareholders of the
         Company for a term of one year. The Board does not believe it should
         establish term limits for its members as such limits may deprive the
         Company and its shareholders of the contributions of members who have
         been able to develop, over time, valuable insights into the Company,
         its strategy and business operations.

         (C)      BOARD SUCCESSION

         The Corporate Governance Committee is responsible for identifying and
         proposing new nominees for the Board and filling vacancies on the Board
         in a manner that is responsive to the Company's needs and the interests
         of its shareholders and consistent with the Board's approved criteria
         and qualifications for membership.

         (D)      SELECTION OF THE CHAIRMAN OF THE BOARD

         The Board shall appoint a non-management member of the Board to act as
         the chairman of the Board. The chairman has the responsibility to
         ensure that the Board discharges its responsibilities.

         (E)      UNRELATED DIRECTORS

         An unrelated director is a director who is independent of management
         and is free from any interest and any business or other relationship
         which could, or could reasonably be perceived to, materially interfere
         with a director's ability to act with a view to the best interests of
         the Company, other than interests and relationships arising from
         shareholding.

         If required by applicable United States and Canadian laws, the
         Company's Board will satisfy the requirement that a majority of its
         directors be unrelated directors.


<PAGE>

         (F)      SERVICE ON OTHER BOARDS AND AUDIT COMMITTEES

         The Board does not believe that its members should be prohibited from
         serving on the boards of other public companies so long as these
         commitments do not materially interfere with and are not incompatible
         with their ability to fulfill their duties as a member of the Board.
         Directors must advise the Chairman of the Board in advance of accepting
         an invitation to serve on the board of another public company.

         Members of the Audit Committee may not serve on the audit committee of
         more than two other public companies without the prior approval of the
         Board.

         (G)      DIRECTOR INDEPENDENCE

         An independent director of the Company shall be one who meets the
         qualification requirements for being an independent director under
         applicable United States and Canadian securities law and the corporate
         governance listing standards of the New York Stock Exchange. A director
         will only be considered independent if the Board has affirmatively
         determined that the director has no material relationships with the
         Company, either directly or as a partner, shareholder or officer of an
         organization that has a relationship with the Company.

         On an annual basis, the Board will review the independence of the
         directors and will disclose these determinations in the Company's
         annual management information circular. Directors have an ongoing
         obligation to inform the Board of any material changes in their
         circumstances or relationships that may affect the Board's
         determination of their independence.

         Independent directors shall constitute a majority of the Board.

         (H)      BOARD MEMBERSHIP CRITERIA

         Directors should possess the highest personal and professional ethics,
         integrity and values, and be committed to representing the long-term
         interests of shareholders. They must also have an inquisitive and
         objective perspective, practical wisdom and mature judgment. Dedication
         of sufficient time, energy and attention to ensure diligent and
         effective performance of their duties is expected. Directors should be
         committed to serve on the Board for an extended period of time.

         All nominees should be individuals of substantial accomplishment with
         demonstrated leadership capabilities.

         Every director must notify the Corporate Governance Committee of his or
         her retirement, any change in employer and any other significant change
         in professional roles and responsibilities. The Corporate Governance
         Committee shall evaluate the appropriateness of Board membership under
         the new circumstances and make a recommendation to the Board as to any
         action to be taken with respect to continued Board membership.

         (I)      CONFLICTS OF INTEREST

         If an actual or potential conflict of interest develops because of a
         change in the business of the Company or one of its subsidiaries or in
         a director's circumstance (for example, significant and ongoing
         competition between the Company and a business with which the director
         is affiliated), the director shall disclose the matter immediately to
         the Corporate Governance Committee for evaluation and appropriate
         resolution.

         If a director has a personal interest in any matter before the Board,
         the director shall disclose the interest to the full Board, shall
         recuse himself or herself from participation in the discussion and
         shall not vote on the matter.


<PAGE>

5.       SIGNIFICANT SHAREHOLDER

         A significant shareholder is a shareholder with the ability to exercise
         a majority of the votes for the election of the Board. Gerdau S.A. is a
         significant shareholder of the Company, as it beneficially owns common
         shares representing a majority of the outstanding common shares of the
         Company.

         Gerdau S.A. is one of the largest long steel producers in the world. In
         its involvement with the Company, Gerdau S.A. focuses principally on
         sharing its management experience and manufacturing expertise with the
         Company.

6.       BOARD AND COMMITTEE MEETINGS

         (A)      FREQUENCY

         The Board meets at least once in each quarter, with additional meetings
         held when appropriate. The Board meets annually to review and approve
         the Company's business plan and long-term strategy. Meeting frequency
         and agenda items may change depending on the opportunities or risks
         faced by the Company.

         (B)      ATTENDANCE AND PREPARATION

         Directors are expected, absent extraordinary circumstances, to attend
         all Board meetings and the meetings of the committees on which they
         serve and to prepare themselves for such meetings.

         In order for the Board to exercise fully its oversight functions,
         management provides the Board with access to information regarding the
         Company and the markets in which it operates. Any written materials
         shall be distributed to the directors in advance of Board or committee
         meetings. Directors are expected to review such materials prior to the
         meetings and to be adequately prepared for the meetings.

         (C)      AGENDA

         The Chairman of the Board establishes the agenda for each Board meeting
         in consultation with the other directors, General Counsel and senior
         management. Any director may propose the inclusion of items on the
         agenda, request the presence of or report by any member of senior
         management, or at any Board meeting raise subjects that are not the
         agenda for that meeting.

         Committee chairs establish the agenda for each committee meeting. Any
         committee member may propose the inclusion of items on the agenda,
         request the presence of or report by any member of senior management,
         or at any committee meeting raise subjects that are not the agenda for
         that meeting.

         (D)      EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

         Following each regularly scheduled Board meeting, the independent
         directors shall meet separately in an executive session for a period of
         time. The chairman of the Corporate Governance Committee has the
         responsibility to preside over the independent director executive
         sessions and shall be referred to as the presiding director. The
         independent directors may also meet at such other times as determined
         by the presiding director or at the request of any independent
         director. The presiding director will, from time to time, discuss with
         the chairman of the Board potential items for inclusion in the agendas
         of future meetings of the Board.

         Interested parties may communicate directly with the independent
         directors as a group and the presiding director at the address set out
         in Item 16 below.


<PAGE>

7.       BOARD COMMITTEES

         In order to effectively discharge its responsibilities, the Board has
         established three committees: a Corporate Governance Committee, an
         Audit Committee and a Human Resources Committee. The Board shall be
         responsible for appointing the members to committees and, if
         applicable, respective chairs of those committees, on an annual basis.
         The Board may form new committees or disband a committee depending on
         circumstances.

         The Corporate Governance, Audit and Human Resources Committees shall be
         composed entirely of independent directors and all members of the Audit
         Committee shall also meet the additional independence requirements of
         the New York Stock Exchange adopted pursuant to the Sarbanes-Oxley Act
         of 2002 that are applicable to members of that committee.

         The Corporate Governance, Audit and Human Resources Committees are all
         chaired by an independent director who is selected by the Board and who
         is responsible for determining the agenda and the frequency and conduct
         of meetings.

         The Corporate Governance, Audit and Human Resources Committees have
         their own charters that set out the duties, qualifications, procedures
         for committee member appointment and removal and reporting to the
         Board. On an annual basis, each committee's charter is reviewed by the
         committee itself and from the time to time, the Corporate Governance
         Committee and the Board review each committee's charter. Copies of each
         committee's charter are posted on the Company's website. The Corporate
         Governance Committee will also annually review the Corporate Governance
         Guidelines and recommend to the Board any changes it deems necessary.

         (A)      CORPORATE GOVERNANCE COMMITTEE

The mandate of this committee includes the following:

         o        developing the Company's approach to corporate governance and
                  recommending to the Board corporate governance guidelines
                  applicable to the Company;

         o        identifying and proposing new nominees to the Board consistent
                  with the Board's criteria and qualifications for membership;

         o        assessing on an annual basis the effectiveness of the Board,
                  its committees and the contributions of the individual
                  directors to each;

         o        examining the size of the Board and recommending a board size
                  that facilitates effective decision-making;

         o        considering management succession issues and recommending to
                  the Chairman policies and principles for the selection and
                  performance review of the Chief Executive Officer and other
                  members of senior management;

         o        recommending an orientation program for new members to the
                  Board to familiarize them with the Company;

         o        creating and reviewing written mandates for the Board and its
                  committees;

         o        establishing a system for individual directors to engage
                  outside advisors when required; and

         o        determining the compensation of directors.

         The Corporate Governance Committee has also been granted the authority
         to recommend such other initiatives as are needed to help the Board
         address corporate governance issues.


<PAGE>

         (B)      AUDIT COMMITTEE

         All members of the Audit Committee are required to be financially
         literate and at least one member of the committee shall be a "financial
         expert" as such term is defined by the U.S. Securities and Exchange
         Commission. The mandate of this committee includes the following:

         o        appointing and reviewing the terms of engagement of the
                  Company's independent auditors;

         o        pre-approving the appointment of the independent auditor for
                  any non-audit service;

         o        reviewing the internal audit function;

         o        reviewing with management and the independent auditor the
                  Company's annual audited and quarterly financial statements,
                  including reviewing the Company's disclosure under
                  "Management's Discussion and Analysis of Financial Conditions
                  and Results of Operation" and any reconciliation of the
                  Company's financial statements, before recommending them for
                  approval by the Board; and

         o        establishing procedures for (a) the receipt, retention and
                  treatment of complaints and concerns received by the company
                  regarding accounting, internal accounting controls and
                  auditing matters and (b) the confidential and/or anonymous
                  submission by employees of complaints or concerns regarding
                  questionable accounting or auditing matters.

         The Audit Committee may establish policies and procedures, from time to
         time, pre-approving the appointment of the independent auditor for
         certain non-audit services. In addition, the Audit Committee may
         delegate to one or more members the authority to pre-approve the
         appointment of the independent auditor for any non-audit service to the
         extent permitted by applicable law, provided that any pre-approvals
         granted pursuant to such delegation shall be reported to the full
         committee at its next scheduled meeting.

         On a quarterly basis, the Audit Committee meets separately with the
         external auditors without management being present and meets separately
         with management without the external auditors being present.

         (C)      HUMAN RESOURCES COMMITTEE

The mandate of this committee includes the following:

         o        reviewing the Company's organizational structure and
                  considering policies and principles for the selection and
                  retention of management and, in coordination with the
                  Corporate Governance Committee and the chairman of the Board,
                  succession planning for senior management;

         o        determining and approving the compensation of the Chief
                  Executive Officer, taking into account the views of the
                  chairman of the Board;

         o        determining and approving the compensation of senior
                  management, based on the recommendation of the Chief Executive
                  Officer;

         o        reviewing and monitoring executive development programs;

         o        assisting the Board in fulfilling its oversight
                  responsibilities with respect to the management of the pension
                  and significant benefit plans for employees; and

         o        producing an annual report on senior management compensation
                  for inclusion in the management information circular/proxy
                  statement in accordance with applicable rules and regulations.

         The Human Resources Committee will also deal with any other matters
         delegated to it by the Board.


<PAGE>

8.       DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS

         The Board members shall have complete access to the Company's
         management and directors are encouraged to raise any questions or
         concerns directly with management. Board members shall use sound
         business judgment to ensure that such contact is not distracting, and,
         if in writing, shall be copied to the Chief Executive Officer and the
         chairman of the Board. The Board and its committees may invite any
         member of management, any employee, outside advisor or other person to
         attend any of their meetings.

         In carrying out their duties, the Board, its committees and independent
         directors shall have the right, at any time, to retain independent
         outside financial, compensation, legal or other advisors at the expense
         of the Company. In the case of an independent advisor retained by a
         committee, the engagement of the advisor, the terms of the retainer and
         the fees paid are the sole authority of the committee retaining the
         advisor. In the case of an independent advisor retained by individual
         directors, the engagement of the advisor, the terms of the retainer and
         the fees paid are approved by the Corporate Governance Committee.

9.       DIRECTOR COMPENSATION

         Directors of the Company who are not officers of the Company or any of
         its affiliates are entitled to receive from the Company an annual
         retainer for participating on the Board and its committees. Any
         director who acts as a chairman of a committee receives an additional
         annual retainer. Directors receive a fee for every meeting they attend
         and are reimbursed for their reasonable expenses incurred to attend
         meetings.

         The Corporate Governance Committee is charged with reviewing relevant
         data to assess the Company's competitive position for the components of
         director compensation and determining the appropriate total
         compensation package in order to attract quality directors to serve on
         the Board. In its deliberations, the Corporate Governance Committee
         shall consider whether the levels of director compensation could impair
         independence and shall critically evaluate any consulting, charitable
         contribution or other potential indirect compensation arrangements.

10.      DIRECTOR ORIENTATION AND CONTINUING EDUCATION

         All new members of the Board and new members of committees will be
         provided with orientation regarding the Company and, as applicable, the
         relevant committee of the Board as well as their responsibilities and
         duties as directors of the Company. All directors who are not related
         to Gerdau S.A. will also receive a proper orientation to Gerdau S.A. In
         order to properly discharge their duties, the directors will be
         provided with adequate information regarding the Company and its
         affairs on an on-going basis.

         The Corporate Governance Committee is responsible for confirming that
         procedures are in place and resources are made available to provide
         directors with appropriate continuing education opportunities.

11.      APPOINTMENT AND SUPERVISION OF THE CHIEF EXECUTIVE OFFICER AND SENIOR
         MANAGEMENT

         The Board appoints and supervises the Chief Executive Officer and other
         members of the Company's senior management and, as permitted by
         applicable law, delegates to senior management responsibility for the
         day-to-day operations of the Company. The Human Resources Committee
         determines and approves the compensation of the Chief Executive Officer
         and, based on the recommendation of the Chief Executive Officer,
         determines the compensation of other members of the Company's senior
         management.


<PAGE>

12.      MANAGEMENT SUCCESSION AND DEVELOPMENT

         The Human Resources Committee shall review the Company's organizational
         structure and consider policies and principles for the selection and
         retention of management and, in coordination with the Corporate
         Governance Committee and the chairman of the Board, succession planning
         for senior management.

         The Human Resources Committee, in coordination with the Corporate
         Governance Committee, will also review and monitor executive
         development programs, including training and retention programs for
         members of senior management.

13.      PERFORMANCE ASSESSMENT OF THE BOARD AND ITS COMMITTEES

         The Corporate Governance Committee shall review, on an annual basis,
         the effectiveness of the Board and all committees of the Board, other
         than the Corporate Governance Committee. The Corporate Governance
         Committee will be reviewed by the chairman of the Board.

14.      COMMUNICATION AND DISCLOSURE POLICIES

         The Company endeavors to keep its shareholders informed of its progress
         through a comprehensive annual report, quarterly interim reports and
         periodic press releases. It also maintains a website that provides
         summary information about the Company and ready access to its published
         reports, press releases and regulatory filings. Directors and
         management meet with the Company's shareholders at the annual meeting
         and are available to respond to questions at that time.

         The Company also maintains an investor relations program to respond to
         inquiries in a timely manner. Management meets on a regular basis with
         investment analysts and financial advisors to ensure that accurate
         information is available to investors, including quarterly conference
         calls and webcasts to discuss the Company's financial results. The
         Company also endeavors to ensure that the media are kept informed of
         developments as they occur, and have an opportunity to meet and discuss
         these developments with the Company's designated spokespeople.

         The Company has a disclosure policy which summarizes the Company's
         policies and practices regarding the disclosure of material
         information. The primary purpose of this policy is to ensure that the
         Company's communications with the investment community are timely,
         consistent and in compliance with all applicable security legislation.

15.      CONTACTING THE BOARD AND ITS COMMITTEES

         The Board welcomes input and comments from shareholders of the Company.
         You may contact one or more members of the Board or its committees by
         writing to the Board at:

               Board of Directors of Gerdau Ameristeel Corporation
               c/o Gerdau Ameristeel Corporation
               P.O. Box 31328
               Tampa, Florida
               33631-3328


<PAGE>


         You may contact independent directors by writing to:

               The Presiding Director
               c/o Robert E. Lewis
               Vice President, General Counsel and Corporate Secretary
               Gerdau Ameristeel Corporation
               P.O. Box 31328
               Tampa, Florida




<PAGE>


                 SCHEDULE H - RESOLUTION OF THE SHAREHOLDERS OF
                          GERDAU AMERISTEEL CORPORATION


                          2005 LONG-TERM INCENTIVE PLAN

RESOLVED, that the 2005 Long-Term Incentive Plan of Gerdau Ameristeel
Corporation (the "Corporation") adopted by the Board of Directors, as summarized
in the Management Information Circular to which this resolution is attached as
Schedule H, is hereby approved and adopted.

RESOLVED, that any director or officer of the Corporation is hereby authorized
and directed in the name of and on behalf of the Corporation, to execute and
deliver or cause to be delivered all such documents and to do all such other
acts and things as such person may consider necessary or desirable in order to
carry out the intent of the foregoing and the matters authorized hereby