EXHIBIT 25.1

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM T-1

Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

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U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

 

Elizabeth A. Thuning

U.S. Bank National Association

1350 Euclid Avenue

Cleveland, Ohio 44115

(216) 623-5992

(Name, address and telephone number of agent for service)

Cleveland-Cliffs Inc.

(Issuer with respect to the Securities)

Delaware	34-1464672
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 Public Square, Suite 3300 Cleveland, Ohio	44114
(Address of Principal Executive Offices)	(Zip Code)

5.75% Senior Notes due 2025

(Title of the Indenture Securities)

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FORM T-1

Item 1.	GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)	Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)	Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.	AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15	Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.	LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.    A copy of the Articles of Association of the Trustee.*

2.	A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.	A copy of the existing bylaws of the Trustee.**

5.	A copy of each Indenture referred to in Item 4. Not applicable.

6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.	Report of Condition of the Trustee as of September 30, 2017 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

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SIGNATURES

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, State of Ohio on the 9^th of February, 2018.

By:	/s/ Elizabeth A. Thuning
	Elizabeth A. Thuning
	Vice President

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Exhibit 2

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Exhibit 3

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 9, 2018

By:	/s/ Elizabeth A. Thuning
	Elizabeth A. Thuning
	Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2017

($000’s)

			9/30/2017
Assets
	Cash and Balances Due From Depository Institutions		$	20,502,653
	Securities		110,797,206
	Federal Funds		24,647
	Loans & Lease Financing Receivables		277,953,611
	Fixed Assets		4,538,527
	Intangible Assets		12,820,876
	Other Assets		25,614,306
	Total Assets		$	452,251,826
Liabilities
	Deposits		$	353,914,855
	Fed Funds		992,263
	Treasury Demand Notes		—
	Trading Liabilities		989,885
	Other Borrowed Money		31,965,947
	Acceptances		—
	Subordinated Notes and Debentures		3,300,000
	Other Liabilities		14,438,977
	Total Liabilities		$	405,601,927
Equity
	Common and Preferred Stock		$	18,200
	Surplus		14,266,915
	Undivided Profits		31,565,657
	Minority Interest in Subsidiaries		799,127
	Total Equity Capital		$	46,649,899
Total Liabilities and Equity Capital			$	452,251,826