Westaim : Notice of Annual and Special Meeting and Management Information Circular

Published: 2025-05-20 16:04:05 ET WED.V

Published on 05/20/2025 at 16:04

NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders (the "Meeting") of The Westaim Corporation (the "Corporation") will be held at Vantage Venues, 150 King Street West, 27th Floor, Toronto, Ontario M5H 1J9 on Thursday, June 12, 2025 at 9:00 a.m. (Eastern time) to:

receive and consider the financial statements of the Corporation for the financial year ended December 31, 2024 together with the auditors' report thereon;

elect as directors for the forthcoming year the nominees proposed by management of the Corporation;

re-appoint Deloitte LLP, as auditors of the Corporation and to authorize the audit committee of the board of directors of the Corporation (the "Board") to fix the auditors' remuneration and terms of engagement;

consider and, if deemed appropriate, pass a resolution confirming and approving the amended and restated long-term equity incentive plan of the Corporation, as required by the TSX Venture Exchange on an annual basis; and

transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This Notice of Meeting is accompanied by a management information circular and a form of proxy (a "Proxy Instrument").

The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is April 28, 2025 (the "Record Date"). Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

To be effective, the enclosed Proxy Instrument must be returned to Computershare Investor Services Inc. by: (i) mail using the enclosed return envelope; or (ii) hand delivery to Computershare at 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll-free within North America) or 1-312-588-4290 (outside North America), by Internet using the 15 digit control number located at the bottom of the Proxy Instrument at https://www.investorvote.com or by facsimile to 1-866-249-7775/416-263-9524. All instructions are listed on the enclosed Proxy Instrument. Your proxy or voting instructions must be received in each case no later than 9:00 a.m. (Eastern time) on June 10, 2025 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before the beginning of any adjournment or postponement to the Meeting.

DATED at Toronto, Ontario this 28thday of April, 2025. BY ORDER OF THE BOARD

(signed) "J. Cameron MacDonald"

J. Cameron MacDonald

Director, President and Chief Executive Officer

PARTICULARS OF MATTERS TO BE ACTED UPON 1

Financial Statements 1

Election of Directors 1

Appointment of Auditors 5

Approval of Incentive Plan 5

GENERAL STATUTORY INFORMATION 6

Solicitation of Proxies 6

Non-registered Shareholders 6

Appointment of Proxyholders 7

Revocation of Proxy 7

Voting of Proxies and Discretion Thereof 7

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 8

Voting Securities 8

Principal Holders of Voting Securities 8

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 8

Aggregate Indebtedness 8

Indebtedness of Directors and Executive Officers Under (1) Securities Purchase and (2) Other Programs 8

SECURITY BASED COMPENSATION ARRANGEMENTS 9

Equity Compensation Plan Information 9

Summary of Terms and Conditions of the Incentive Plan 10

Summary of Terms and Conditions of the Legacy Option Plan 15

STATEMENT OF EXECUTIVE COMPENSATION 17

Compensation Discussion and Analysis 17

Risks Associated with the Compensation Policies and Practices 19

Hedging 20

Compensation Consultant 20

Compensation Determinations 20

Summary Compensation Table 22

Incentive Plan Awards - Outstanding Option-Based and Share-Based Awards 23

Incentive Plan Awards - Value Vested or Earned During the Year 24

Pension Plan Benefits 24

Termination and Change of Control Benefits 25

DIRECTOR COMPENSATION 28

Overview 28

Director Compensation Table 29

Outstanding Option-Based and Share-Based Awards 29

Value of Awards Vested or Earned During the Year 30

Directors and Officers Liability Insurance 30

STATEMENT OF CORPORATE GOVERNANCE 31

Board of Directors 31

Directorships 31

Orientation and Continuing Education 31

Ethical Business Conduct 31

Nomination of Directors 32

HR and Compensation Committee 32

Investment Committee 33

Audit Committee 33

Assessments 34

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 34

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 34

ADDITIONAL INFORMATION 35

APPENDIX "A" - AMENDED AND RESTATED LONG-TERM EQUITY INCENTIVE PLAN....................... A-1 APPENDIX "B" - AUDIT COMMITTEE CHARTER............................................................................................B-1

This management information circular (the "Information Circular") is dated April 28, 2025 and is furnished in connection with the solicitation of proxies by and on behalf of management of the Corporation ("Management") for use at the annual and special meeting (the "Meeting") of shareholders of the Corporation (the "Shareholders") to be held at Vantage Venues, 150 King Street West, 27th Floor, Toronto, Ontario M5H 1J9 on Thursday, June 12, 2025 at 9:00 a.m. (Eastern time) for the purposes set out in the notice of meeting (the "Notice") accompanying this Information Circular.

All dollar amounts herein are expressed in United States dollars unless otherwise indicated. Unless otherwise indicated, all numbers herein are after giving effect to the Corporation's 6:1 share consolidation that occurred on December 31, 2024.

Financial Statements

The audited financial statements of the Corporation for the fiscal year ended December 31, 2024, together with the report of the auditors thereon, (the "Financial Statements") will be presented to the Shareholders at the Meeting.

Election of Directors

The Certificate of Incorporation of the Corporation contemplates seven directors of the Corporation. In accordance with the Certificate of Incorporation, the Board subsequently increased the size of the Board to 11 via written consent. There are currently 11 directors of the Corporation, and 11 directors are to be elected at the Meeting each to serve as a director of the Corporation until the next meeting of Shareholders at which the election of directors is considered, or until his or her successor is duly elected or appointed, unless he or she resigns, is removed or becomes disqualified in accordance with the Corporation's constating documents. The present term of office of each current director of the Corporation will expire at the Meeting.

When the Corporation completed its private placement offering (the "CC Private Placement") on April 3, 2025 (the "CC Private Placement Closing"), issuing Common Shares and warrants to purchase Common Shares, to Wembley Group Partners, LP ("Wembley") (an affiliate of CC Capital Partners LLC ("CC Capital")), it entered into an investor rights agreement (the "IRA") with Wembley and Arena Investors Group Holdings, LLC ("AIGH"). Pursuant to the IRA, among other rights, Wembley is currently entitled to nominate five out of the eleven director nominees to the Board, subject to certain conditions. Wembley has exercised this nomination right with respect to Chinh Chu, Matthew Skurbe, Richard DiBlasi, Douglas Newton and Deanna Mulligan. The IRA also provides that the Corporation and Wembley are to nominate one independent director that is mutually acceptable to the Corporation and Wembley. Pursuant to this requirement, the Corporation and Wembley have nominated Menes O. Chee.

In the event that the "Common Stock Price Target Condition" is met, Wembley will have the right to nominate an additional nominee to the 11-member Board. "Common Stock Price Target Condition" means that the 30 consecutive trading day volume-weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") or such other primary stock exchange on which the Common Shares are listed for trading at such time equals or exceeds C$48.00 (or its equivalent in other currencies, including United States dollars, based on the applicable daily average rate of exchange as reported by the Bank of Canada for the conversion of Canadian dollars into such other currency on the last business day prior to the applicable date) per Common Share at any time prior to April 3, 2030 as appropriately adjusted or reduced as further set out in the IRA.

Disclaimer

The Westaim Corporation published this content on May 20, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 20, 2025 at 20:03 UTC.