Mr. Cameron MacDonald reports

WESTAIM TO INVEST AUS$154-MILLION TO FINANCE AUS$3.9 BILLION INSIGNIA ACQUISITION

The Westaim Corp. has agreed to provide approximately $154-million (Australian) ($100-million (U.S.)), subject to reduction, to finance the proposed acquisition by CC Capital and One Investment Management (together, Daintree Bidco Pty. Ltd.) of Insignia Financial Ltd. (ASX: IFL), Australia's leading diversified wealth management group with over $330-billion (Australian) in funds under management and advice.

Cameron MacDonald, president and chief executive officer of Westaim, stated: "Over the past year, we have embarked on a thoughtful transformation of Westaim designed to accelerate our growth, including investing in established, profitable businesses that align closely with our long-term financial objectives. This is a compelling opportunity to partner with CC Capital as we continue to execute on this mission. We are thrilled to support Insignia and are confident this investment will enable us to further drive strong, sustainable returns for our shareholders."

Transaction details

The company has entered into a subscription agreement with Daintree Group partners, LP and Daintree Group partners GP, LLC, as the sole general partner of the partnership, pursuant to which Westaim will acquire limited partnership interests of the partnership in exchange for the capital commitment, subject to reduction. The general partner is controlled by CC Capital, a control person and insider of Westaim and thus the general partner is a "related party," or non-arm's-length party, to the company.

In connection with the acquisition of the securities, the company has also entered into an amended and restated exempted limited partnership agreement of the partnership by and among the general partner and the limited partners of the partnership. The partnership owns or will acquire an indirect interest in all or a portion of the shares of Bidco, and Bidco will acquire all of the ordinary share capital of Insignia by way of a scheme of arrangement and pursuant to a scheme implementation deed.

The Insignia transaction is subject to customary regulatory and closing conditions, including approvals from the Foreign Investment Review Board (FIRB), the Australian Prudential Regulation Authority (APRA), the court and Insignia shareholders. Insignia shareholders are expected to vote on the scheme of arrangement in the first half of 2026 with the transaction to close shortly thereafter.

The capital commitment will be paid in cash to the partnership, subject to the satisfaction of certain closing conditions, including receipt by Westaim of the approval of the capital commitment from the TSX Venture Exchange and the Insignia closing conditions.

No finders' fees are to be paid in connection with the capital commitment.

The capital commitment constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special transactions. The capital commitment is exempt from the: (i) formal valuation requirements of MI 61-101 as the company's shares are not listed or quoted on a specified market; and (ii) minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration to be paid for the securities by Westaim, will exceed 25 per cent of Westaim's market capitalization.

About Westaim Corp.

Westaim is an integrated insurance and alternative asset management company with two primary operating businesses: Ceres Life and Arena.

Ceres Life is a cloud-native, highly scalable, de novo annuity insurance company. Inspired by the belief that technology can reinvent the way insurance providers meet the needs of investors, Ceres Life is building a nimble, highly efficient and risk-conscious insurance company that provides simple-to-understand and easily accessible annuity products to create better outcomes for policyholders. Ceres Life is led by Deanna Mulligan, former chief executive officer and chair of Guardian Life Insurance.

Founded in 2015, Arena is a global institutional asset manager with deep expertise in credit and asset-oriented investments, including the full spectrum of corporate, real estate and structured finance opportunities. With a team of over 180 employees in offices around the world, Arena provides creative solutions for those seeking competitive capital and flexibility to engage in custom transactions.

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