PURCHASE AND SALE AGREEMENT

Exhibit 2(a)

EXECUTION VERSION

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “ Agreement ”) is made this 11th day of July, 2008, by and among Cliffs UTAC Holding LLC, a Delaware limited liability company (“ Cliffs Sub ”), Cleveland-Cliffs Inc, an Ohio corporation and the indirect parent of Cliffs Sub (“ Parent ”), United Mining Co., Ltd., a California corporation (the “ Seller ”), and Laiwu Steel Group Ltd., a corporation organized under the laws of the People’s Republic of China (“ Laiwu Parent ”). Capitalized terms used in this Agreement and not defined herein shall have the respective meanings given to such terms in the Limited Liability Company Agreement of United Taconite LLC, a Delaware limited liability company (the “ Company ”), dated as of December 1, 2003, as amended effective as of January 1, 2005 (the “ Operating Agreement ”).

RECITALS

WHEREAS, the Seller desires to sell and assign to Cliffs Sub, and Cliffs Sub desires to acquire from the Seller, all of the Seller’s right, title and interest in, to and under the Seller’s Units (the “ LLC Interest ”);

WHEREAS, in consideration of the sale and assignment of the LLC Interest, Cliffs Sub is paying or causing to be paid to the Seller the Cash Consideration (as defined hereinafter), Parent is issuing to the Seller the Shares (as defined hereinafter and subject to adjustment and repurchase as provided herein), and Cliffs Sub will deliver or cause to be delivered to Laiwu Parent or its designee during 2008 and 2009 certain iron ore pellets (the “ Wabush Pellets ”) produced by Wabush Mines Joint Venture, an unincorporated joint venture (“ Wabush ”), in the amounts and on the terms set forth in this Agreement;

WHEREAS, in connection with the sale and assignment of the LLC Interest by the Seller to Cliffs Sub, the parties wish to cause certain commercial agreements, to which either Cliffs Minnesota Mining Company, a Delaware corporation and an indirect subsidiary of Parent (“ CMMC ”), the Seller or both (or their respective Affiliates) are parties, to be assigned as set forth in this Agreement;

WHEREAS, in connection with the sale and assignment of the LLC Interest by the Seller to Cliffs Sub, the parties wish to cause certain commercial agreements, to which either CMMC, the Seller or both (or their respective Affiliates) are parties, to be terminated as set forth in this Agreement; and

WHEREAS, pursuant to Sections 2.4(a) and 3.1 of the Operating Agreement, the Board has unanimously consented in writing to the sale and purchase of the LLC Interest and the other transactions contemplated by this Agreement, in each case, upon the terms and conditions set forth in this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the premises and their mutual promises, undertakings, representations and warranties, and other good and valuable consideration, the

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receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, upon the terms and subject to the conditions contained in this Agreement, the parties to this Agreement hereby agree as follows:

1.       Purchase and Sale of the LLC Interest . At the Closing, the Seller is selling, assigning, conveying, transferring and delivering to Cliffs Sub, and Cliffs Sub is purchasing and acquiring from the Seller, all of the Seller’s right, title and interest in, to and under the LLC Interest, free and clear of all Liens.

2.       Purchase Price . In consideration of the transfer to Cliffs Sub of all of the Seller’s right, title and interest in, to and under the LLC Interest:

(a)    Cliffs Sub is paying or causing to be paid to the Seller at the Closing an amount in cash of at least $100,000,000 but not more than $265,000,000, such amount to be determined at the election of Cliffs Sub in its sole discretion (such amount, the “ Cash Consideration ”);

(b)    if Cliffs Sub has elected to pay Cash Consideration of less than $265,000,000 pursuant to clause (a) above, then Parent shall issue and deliver or cause to be delivered to the Seller at the Closing an aggregate number of shares (the “ Shares ”) of common stock, par value $0.125 per share, of Parent (“ Parent Common Stock ”) calculated by dividing the difference between $265,000,000 and the Cash Consideration paid pursuant to clause (a) above (such difference, the “ Stock Consideration Value ”) by the closing price of Parent Common Stock on the New York Stock Exchange on the last trading day before the Closing Date;

(c)    subject to Section 13 , Cliffs Sub shall deliver or cause to be delivered to the Seller or its designee an aggregate of 1.2 million tons of Wabush Pellets (which amount is in addition to any Carryover Tonnage (as hereinafter defined)) in the amounts and during the months set forth in Column 1 of Exhibit A attached hereto and upon the delivery, quality and other commercial terms set forth in Section A of Exhibit B attached hereto; and

(d)    the Seller is paying or causing to be paid to Cliffs Sub at the Closing an amount in cash equal to $450,000, which amount will be effectively paid by the Seller to Cliffs Sub by means of a reduction in the Cash Consideration otherwise being paid to the Seller at the Closing pursuant to Section 2(a) by an amount equal to $450,000.

3.       Additional Payments.

(a)    Subject to Section 13 , Cliffs Sub shall deliver or cause to be delivered to Laiwu Parent or its designee an aggregate of 342,960 tons of Wabush Pellets owed and not yet delivered as of the Closing (the “ Carryover Tonnage ”, and such Wabush Pellets the “ Carryover Pellets ”) by Wabush Iron Co. Limited, an Ohio corporation (“ Wabush Iron ”), to the Seller under that certain Pellet Exchange Agreement, dated as of December 1, 2003, by and between Wabush Iron and the Seller (the “ Cliffs Exchange Agreement ”), in the amounts and during the months set forth in Column 2 of Exhibit A

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attached hereto and upon the delivery, quality and other commercial terms set forth in Section B of Exhibit B attached hereto.

(b)    Cliffs Sub is paying or causing to be paid to the Seller at the Closing an amount in cash equal to $4,481,180, which Cliffs Sub represents and warrants to be 30% of the insurance proceeds for (i) physical loss or damage and (ii) business interruption for fixed cost recovery in respect of the Insurance Event actually received, and not distributed, by the Company prior to the Effective Date under the applicable insurance policies from each of the insurance carriers listed on the Insurance Carrier Participation Schedule set forth on Exhibit H attached hereto (the “ Insurers ”).

(c)    Cliffs Sub is paying or causing to be paid to the Seller at the Closing an amount in cash equal to $323,641, which Cliffs Sub represents and warrants to be 19.5% of the amount of the proceeds for (i) physical loss or damage and (ii) business interruption for fixed cost recovery in respect of the Insurance Event to be received by the Company on or after the Effective Date under the applicable insurance policies from each of the Insurers.

(d)    Cliffs Sub is paying or causing to be paid to the Seller at Closing an amount in cash equal to $660,000, being in respect of iron ore pellet chips sold by Cliffs Sub or an Affiliate of Cliffs Sub on behalf of the Seller on or prior to the Effective Date.

4.       Post-closing Cooperation

(a)    Each of the parties hereto agrees to cooperate in good faith with the other parties hereto in seeking recovery for any insurance claims of the Company outstanding as of the Effective Date under the applicable insurance policies from each of the Insurers related to the Insurance Event and in respect of any claim that may be made by the Company pursuant to Section 4(b) .

(b)    Following receipt by Cliffs Sub from the Seller of evidence of sales lost as a result of the Insurance Event, Cliffs Sub and Parent shall use their commercially reasonable efforts to pursue or cause to be pursued any insurance claims of the Company outstanding as of the Effective Date for lost profits relating to business interruption in respect of the Insurance Event from each of the Insurers; provided , however , that the Seller shall reimburse Cliffs Sub and/or Parent and/or the Company, as applicable, for 100% of all reasonable out-of-pocket (including legal) costs or expenses incurred by Cliffs Sub and/or Parent and/or the Company in pursuing such insurance claims promptly upon the Seller’s receipt of an invoice or invoices therefor.

(c)    If, at any time following the Closing, the Company receives insurance proceeds for lost profits relating to business interruption in respect of the Insurance Event under the applicable insurance policies from the Insurers, Cliffs Sub and/or Parent shall promptly pay or cause to be paid to the Seller 100% of such insurance proceeds received by the Company.

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5.       Shortfall and Repurchase.

(a)    If, on the first to occur of (i) the effective date of the registration statement filed pursuant to the Registration Rights Agreement (the “ Shelf Registration Date ”), (ii) the date that the Seller may sell the Shares under Rule 144, or (iii) the date that the Seller requests the Legend be removed from the Shares under Section 7(d)(i) , the value of the Shares (calculated by multiplying the number of Shares issued to the Seller under Section 2(b) by the closing price of Parent Common Stock on the New York Stock Exchange on the last trading day before such date) is less than the Stock Consideration Value (any such difference, being the “ Shortfall ”), then Cliffs Sub shall, at its election in its sole discretion: (A) pay or cause to be paid to the Seller, within two Business Days of such date, by wire transfer of immediately available funds, to an account designated by the Seller to Cliffs Sub, an amount in cash equal to the Shortfall; (B) cause Parent to issue and deliver or cause to be delivered to the Seller, within two Business Days of such date, that number of shares of Parent Common Stock given by dividing the Shortfall by the closing price of Parent Common Stock on the New York Stock Exchange on the last trading day before such date; or (C) cause to be paid to the Seller any combination of cash and shares of Parent Common Stock equal in value to the Shortfall; provided , however , that if any shares of Parent Common Stock proposed to be issued and delivered to the Seller pursuant to clause (B) or (C) of this Section 5(a) would not thereafter be immediately saleable or tradable by the Seller, then Cliffs Sub shall pay or cause to be paid to the Seller the Shortfall in cash pursuant to clause (A) of this Section 5(a) .

(b)    If the Shelf Registration Date has not occurred on or before October 6, 2008, then upon written notice to the Seller (the “ Call Exercise Notice ”) at any time between October 6, 2008 and the earliest of (i) the Shelf Registration Date, (ii) January 11, 2009, or (iii) the date that the Seller requests the Legend be removed from the Shares under Section 7(d)(i) , Parent shall have the option to require the Seller, subject to the terms and conditions set forth herein, to sell to Parent all, but not less than all, of the Shares (the “ Call Option ”) for an aggregate amount in cash equal to the greater of: (A) the Stock Consideration Value; or (B) the value of the Shares as of the date of the Call Exercise Notice (calculated by multiplying the number of Shares issued to the Seller under Section 2(b) by the closing price of Parent Common Stock on the New York Stock Exchange on the last trading day before the date of the Call Exercise Notice) (the greater of (A) or (B), the “ Call Price ”). The Call Exercise Notice shall specify a closing date for settlement of the Call Option, which date (the “ Call Option Closing Date ”) shall be not less than three (3) or more than ten (10) Business Days from the date of exercise. The exercise of the Call Option by Parent shall be irrevocable and shall be deemed to occur on the date on which the Call Exercise Notice is delivered to the Seller. On the Call Option Closing Date, (1) Parent shall pay or cause to be paid to the Seller, in cash, by wire transfer of immediately available funds, to an account designated by the Seller to Parent, an amount equal to the Call Price, and (2) (x) if the Shares are certificated and not in book-entry form, the Seller shall deliver the certificate(s) representing such Shares to Parent, accompanied by such certificate(s) duly endorsed for surrender, or (y) if the Shares are in book-entry form, the Seller shall instruct the transfer agent to transfer such Shares to Parent.

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(c)    If the Shelf Registration Date has not occurred on or before on January 11, 2009, and the Seller is not permitted to sell or trade the Shares under Rule 144, then upon written notice to Parent (the “ Put Exercise Notice ”) at any time after January 11, 2009 until the earlier of (i) the Shelf Registration Date or (ii) the date that Seller is permitted to sell or trade the Shares under Rule 144, the Seller shall have the option to require Parent, subject to the terms and conditions set forth herein, to repurchase from the Seller all, but not less than all, of the Shares (the “ Put Option ”) for an aggregate amount in cash equal to the greater of: (A) the Stock Consideration Value; or (B) the value of the Shares as of the date of the Put Exercise Notice (calculated by multiplying the number of Shares issued to the Seller under Section 2(b) by the closing price of the Parent Common Stock on the New York Stock Exchange on the last trading day before the date of the Put Exercise Notice) (the greater of (A) or (B), the “ Put Price ”). The Put Exercise Notice shall specify a closing date for settlement of the Put Option, which date (the “ Put Option Closing Date ”) shall be not less than three (3) or more than ten (10) Business Days from the date of exercise. The exercise of the Put Option by the Seller shall be irrevocable and shall be deemed to occur on the date on which the Put Exercise Notice is delivered to Parent. On the Put Option Closing Date, (1) Parent shall pay or cause to be paid to the Seller, in cash, by wire transfer of immediately available funds, to an account designated by the Seller to Parent, an amount equal to the Put Price, and (2) (x) if the Shares are certificated and not in book-entry form, the Seller shall deliver the certificate(s) representing the Shares to Parent, accompanied by such certificate(s) duly endorsed for surrender or (y) if the Shares are in book-entry form, the Seller shall instruct the transfer agent to transfer such Shares to Parent.

6.       The Closing; Deliveries .

(a)    The closing of the transactions contemplated hereby (the “ Closing ”) will take place concurrently with the execution and delivery of this Agreement (the “ Closing Date ”). Legal title, equitable title and risk of loss with respect to the LLC Interest will be deemed transferred to or vested in Cliffs Sub, and the transactions contemplated by this Agreement will be deemed effective for all purposes, and the parties will treat the Closing as if it had occurred, as of 11:59 p.m. (Eastern Time) on June 30, 2008 (the “ Effective Date ”). All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

(b)    At the Closing:

(i)    The Seller is delivering to Cliffs Sub (A) a Membership Interest Power in the form attached hereto as Exhibit C , duly executed by the Seller in favor of Cliffs Sub, (B) a written resignation of the Laiwu Designee from all positions held by the Laiwu Designee at the Company, and (C) a certification of non-foreign status satisfying the requirements of Treasury Regulations (26 C.F.R.) § 1.1445-2(b)(2).

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(ii)    Cliffs Sub and/or Parent, as applicable, is delivering, or causing to be delivered, to the Seller (A) the Cash Consideration (less the amount required to be paid by the Seller under Section 2(d) ) and each of the other amounts required to be paid under Sections 3(b) , 3(c) and 3(d) , by wire transfer of immediately available funds, to an account designated by the Seller to Cliffs Sub, and (B) (1) if the Shares to be issued pursuant to Section 2(b) will be represented by a stock certificate(s), such stock certificate(s) (or an undertaking that Parent’s transfer agent will deliver such stock certificate(s) to the Seller as soon as reasonably practicable following the Closing) or (2) if the Shares to be issued pursuant to Section 2(b) will be issued in book-entry form, evidence that the Shares so issued have been credited to a book-entry account in the Seller’s name (or an undertaking that such evidence will be delivered to the Seller as soon as reasonably practicable following the Closing).

(iii)    Each of Cliffs Sub and the Seller is delivering, or causing the other parties thereto to deliver, as applicable, (A) duly executed counterparts of the agreements, in substantially the form attached hereto as Exhibit D , terminating each of the agreements set forth on Exhibit E attached hereto, and (B) duly executed counterparts of the agreements, in substantially the form attached hereto as Exhibit F , assigning to Cliffs Sub, and whereby Cliffs Sub agrees to perform, each of the obligations of the Seller under each of the agreements set forth on Exhibit G attached hereto.

(iv)    Each of Parent and the Seller shall deliver duly executed counterparts to the Registration Rights Agreement, dated as of the Closing Date, in substantially the form attached hereto as Exhibit I (the “ Registration Rights Agreement ”), with respect to the registration of the Shares for resale.

(c)    Effective as of the Closing, the Seller shall cease to be a member of the Company and Cliffs Sub shall become a member of the Company.

7.       Restricted Securities .

(a)    The Seller has been advised and understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or the securities or “Blue Sky” laws of any state, by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things, the accuracy of the Seller’s representations set forth in this Agreement and the Related Agreements. The Seller acknowledges and agrees that the Shares are “restricted securities” as defined in Rule 144 promulgated under the Securities Act, 17 C.F.R. §230.144 (“ Rule 144 ”), and as such must be held subject to the holding period prescribed by subsection (d) of Rule 144, unless they are registered under the Securities Act and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

(b)    The Seller acknowledges and agrees that (i) the stock certificate(s) representing the Shares or (ii) the book-entry account in the Seller’s name credited with

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the Shares, as applicable, will bear a legend (“ Legend ”) in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY

HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED, OR THE

SECURITIES OR ‘BLUE SKY’ LAWS OF ANY

STATE. SUCH SECURITIES MAY NOT BE

OFFERED, SOLD, TRANSFERRED, PLEDGED,

HYPOTHECATED, OR OTHERWISE ASSIGNED,

EXCEPT PURSUANT TO (i) A REGISTRATION

STATEMENT WITH RESPECT TO SUCH

SECURITIES WHICH IS EFFECTIVE UNDER SUCH

ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY

OTHER EXEMPTION FROM REGISTRATION

UNDER SUCH ACT.”

(c)    The Seller acknowledges and agrees that the Shares are subject to the holding period prescribed by subsection (d) of Rule 144, and the Seller shall not sell, convey, transfer, assign or otherwise dispose of any of the Shares until (i) the expiration of such holding period and until all other applicable conditions set forth in Rule 144, if any, are satisfied, or (ii) the Shares are registered pursuant to the Registration Rights Agreement.

(d)    (x) if the Shares are certificated, Parent will cause a new certificate(s) representing the Shares not imprinted with the Legend referenced in Section 7(b) , to be issued to the Seller or its nominees or (y) if the Shares are in book-entry form, Parent will cause the Legend referenced in Section 7(b) to be removed from the book-entry account credited with the Shares, in each case: (i) upon expiration of the holding period prescribed by subsection (d) of Rule 144 promptly following receipt of a written request from the Seller for removal of the Legend from some or all of the Seller’s certificate(s) or book-entry account referenced in Section 7(b) ; provided , (A) the Seller is not then (or has not been during the three months prior to that date) an “affiliate” (as defined in subsection (a) of Rule 144) of Parent and (B) such request is accompanied by: (I) either (1) a written opinion satisfactory to Parent from counsel reasonably satisfactory to Parent that the Shares (either in book-entry form or represented by a stock certificate(s)) may thereafter be freely transferred under applicable U.S. federal and state securities laws, rules and regulations or (2) such other evidence as Parent may require in Parent’s reasonable judgment to enable Parent to determine that removal of such Legend from such certificate(s) or book-entry account, as applicable, would not conflict with or be inconsistent with any U.S. federal and state securities laws, rules and regulations, and (II) in the case the Shares are represented by a stock certificate(s) and not in book-entry-form, the original stock certificate(s) duly endorsed for surrender; or (ii) in accordance with the terms of the Registration Rights Agreement.

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8.       Representations and Warranties of the Seller and Laiwu Parent . The Seller and Laiwu Parent jointly and severally represent and warrant to each of Cliffs Sub and Parent as follows:

(a)    Each of the Seller and Laiwu Parent is a corporation duly formed and validly existing under the laws of the jurisdiction of its incorporation. Each of the Seller and Laiwu Parent has the full corporate power and authority to execute and deliver (i) this Agreement and (ii) all of the agreements and instruments to be delivered hereunder (collectively, the “ Related Agreements ”) to which it is a party, and to perform all of its obligations hereunder and thereunder.

(b)    The execution, delivery and performance of this Agreement and the Related Agreements by each of the Seller and Laiwu Parent have been duly and validly authorized by all necessary corporate action and authority. This Agreement is the valid and binding obligation of each of the Seller and Laiwu Parent, enforceable against each of them in accordance with its terms. When executed and delivered in accordance with this Agreement, each of the Related Agreements to be executed and delivered by the Seller and Laiwu Parent will be the valid and binding obligation of each such party enforceable against the Seller or Laiwu Parent, as applicable, in accordance with its respective terms.

(c)    None of the execution, delivery or performance of the Seller’s or Laiwu Parent’s obligations contained in this Agreement or any of the Related Agreements conflicts with, violates, breaches or causes any default under, or will with the passage of time and/or the giving of notice conflict with, violate, breach or cause a default under (i) the articles of incorporation or bylaws (or similar organizational documents) of the Seller or Laiwu Parent, (ii) any law, rule, regulation or order of any Governmental Entity to which the Seller or Laiwu Parent or any of their respective properties are subject, or (iii) any agreement to which the Seller or Laiwu Parent is a party, by which either of them or any of their respective properties are bound or to which either of them or any of their respective properties are subject. Except as otherwise provided herein and other than in connection with the termination of the agreements set forth in Exhibit E and the assignment of the agreements set forth in Exhibit G , no notice to, waiver from, or approval or consent of, any Person is required to be obtained by the Seller or Laiwu Parent for the authorization of this Agreement or the Related Agreements or the consummation by the Seller and Laiwu Parent of the transactions contemplated by this Agreement or the Related Agreements.

(d)    The Seller owns good title to the entire LLC Interest, free and clear of all Liens, and the Seller has the absolute sole right to sell the LLC Interest to Cliffs Sub in accordance with the terms hereof. At the Closing, Cliffs Sub will obtain legal and equitable title to the LLC Interest, free and clear of any Liens.

(e)    The Seller: (i) is, as at the Closing Date, an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act; (ii) is acquiring the Shares for its own account for investment only, and not with a view to the distribution or resale thereof or with any present intention of or view to distributing or

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selling any of the Shares; provided, however, that, subject to the terms and conditions of this Agreement, by making this representation, the Seller does not otherwise agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares pursuant to a registration statement or exemption from registration under the Securities Act; (iii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Shares; (iv) by reason of its, or of its management’s, business or financial experience, has the capacity to protect its own interests in connection with its investment in the Shares and can bear the economic risk of losing its entire investment in the Shares; (v) is not acquiring the Shares as a result of any general solicitation or general advertising; and (vi) has been afforded the opportunity to ask questions of and receive answers from the representatives of Parent regarding the terms and conditions of the investment in the Shares and has obtained such additional information as necessary. The office of the Seller in which its investment decision was made is located at 14728 Pipeline Avenue, Suite A, Chino Hills, California 91709.

(f)    The sale of the LLC Interest to Cliffs Sub hereunder constitutes a transfer by the Seller to Cliffs Sub of all or substantially all of the Seller’s iron ore business, within the meaning of Section 19(a) of the US Steel Exchange Agreement.

(g)    Except for the representations and warranties set forth in this Agreement, none of the Seller, Laiwu Parent, or their respective officers, directors, employees, representatives, agents and Affiliates, makes any representation or warranty, express or implied, at common law or in equity, with respect to the Seller, Laiwu Parent, the Company, the LLC Interest, any of the assets or liabilities of either the Seller or the Company, or with respect to any other information provided to Cliffs Sub or Parent or any of their Affiliates.

9.       Representations and Warranties of Cliffs Sub and Parent . Cliffs Sub and Parent jointly and severally represent and warrant to the Seller and Laiwu Parent as follows:

(a)    Cliffs Sub is a limited liability company and Parent is a corporation, in each case duly formed and validly existing under the laws of the jurisdiction of its formation or incorporation, as applicable. Cliffs Sub, Parent and each of their Affiliates (each a “ Cliffs Entity ” and together the “ Cliffs Entities ”) have full power and authority to execute and deliver (i) this Agreement and (ii) each of the Related Agreements to which it is a party, and to perform all of its obligations hereunder and thereunder.

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