Westaim : Notice of Special Meeting and Management Information Circular

THE WESTAIM CORPORATION

NOTICE OF SPECIAL MEETING

and

NOTICE OF ORIGINATING APPLICATION TO THE COURT

OF KING'S BENCH OF ALBERTA

and

MANAGEMENT INFORMATION CIRCULAR

FOR A SPECIAL MEETING

TO BE HELD ON DECEMBER 19, 2024

NOVEMBER 19, 2024

TABLE OF CONTENTS
LETTER TO WESTAIM SHAREHOLDERS	1
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS	7
NOTICE OF ORIGINATING APPLICATION	10
NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA	12
GLOSSARY OF TERMS	13
MANAGEMENT INFORMATION CIRCULAR	26
Introduction	26
Information Pertaining to the Investor	26
FORWARD LOOKING INFORMATION	27
QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE SPECIAL MEETING	28
GENERAL STATUTORY INFORMATION	32
Solicitation of Proxies	32
Non-registered Shareholders	32
Appointment of Proxyholders	33
Revocation of Proxy	33
Voting of Proxies and Discretion Thereof	33
BUSINESS OF THE SPECIAL MEETING	34
Overview of the Transactions	34
The Arrangement	34
The Private Placement	40
The Arena Reorganization	42
The New Equity Incentive Plan	43
Background to the Transactions	45
Recommendations of the Special Committee and the Board	52
Reasons for the Transactions	52
Fairness Opinion	56
Required Shareholder Approvals	57
TSXV Requirements	58
Court, Regulatory and Other Approvals	58
SUMMARY OF KEY DOCUMENTS AND AGREEMENTS	59
Investment Agreement	59
Investor Rights Agreement	72
Zwirn Employment Agreement	76
Cutler Employment Agreement	77
Consulting Agreement	78
Equity Commitment Letter and Limited Guarantee	79
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Investment Management Agreement	79
Salem Partners Amended & Restated Limited Partnership Agreement	82
Sub-Advisory Agreement	88
Voting and Support Agreements	91
Plan of Arrangement	92
New Equity Incentive Plan	94
DIRECTORS	100
Directors to be Appointed on Closing of the Transactions	100
Cease Trade Orders, Bankruptcies, Penalties or Sanctions	102
DISSENT RIGHTS	103
CANADIAN AND U.S. FEDERAL INCOME TAX CONSIDERATIONS	105
Certain Canadian Federal Income Tax Considerations	105
Certain U.S. Federal Income Tax Considerations	111
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF	121
Voting Securities	121
Principal Holders of Voting Securities	121
INFORMATION CONCERNING THE COMPANY	121
Description of Share Capital	121
Trading Price and Volume	122
Ownership of Securities of the Company	123
Commitments to Acquire Securities of the Company	124
Acceptance of Transactions and Benefits	124
Material Changes in the Affairs of the Company and Other Benefits	124
Arrangements Between the Company and Security Holders	124
Previous Purchases and Sales by the Company	124
Previous Distributions	125
Dividend Policy	126
Auditor	126
Other Material Facts	126
INFORMATION CONCERNING THE INVESTOR	126
RISK FACTORS	126
Risks Relating to the Transactions	126
Risks Relating to the Business of the Company Following the Transactions	131
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	133
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	133
ADDITIONAL INFORMATION	134
CONSENT OF BMO NESBITT BURNS INC	135
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APPENDIXES
APPENDIX "A" ARRANGEMENT RESOLUTION	A-1
APPENDIX "B" PRIVATE PLACEMENT RESOLUTION	B-1
APPENDIX "C" NEW EQUITY INCENTIVE PLAN	C-1
APPENDIX "D" SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)	D-1
APPENDIX "E" COMPARISON OF THE BUSINESS CORPORATIONS ACT (ALBERTA) AND THE
DELAWARE GENERAL COMPANY LAW	E-1
APPENDIX "F" INTERIM ORDER	F-1
APPENDIX "G" PLAN OF ARRANGEMENT	G-1
APPENDIX "H" FAIRNESS OPINION	H-1
APPENDIX "I" THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF ARENA INVESTORS GROUP HOLDINGS, LLC	I-1
APPENDIX "J" CONTRIBUTION AND EXCHANGE AGREEMENT	J-1

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LETTER TO WESTAIM SHAREHOLDERS

November 19, 2024

Dear Shareholders of The Westaim Corporation (the "Company"),

You are invited to attend the special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") in the capital of the Company to be held at Vantage Venues, 150 King Street West, 27th Floor, Toronto, ON M5H 1J9, on December 19, 2024 at 9:00 a.m. (Eastern time). In the notice of special meeting of shareholders ("Notice of Meeting") and the management information circular (the "Information Circular") accompanying this letter, you will find important information and instructions about how to participate at the Meeting.

The CC Capital Transaction

On October 9, 2024, the Company, Wembley Group Partners, LP (the "Investor"), and, solely for purposes of specific sections of the investment agreement, Arena Investors Group Holdings, LLC ("Arena"), Daniel Zwirn and Lawrence Cutler, entered into an investment agreement (as amended on November 15, 2024 and as may be further amended, supplemented or otherwise modified from time to time, the "Investment Agreement"), pursuant to which, among other transactions, the Investor, an affiliate of CC Capital Partners, LLC ("CC Capital"), agreed to make a US$250 million strategic investment in the Company via a private placement offering (the "Private Placement") to acquire Common Shares and warrants to purchase additional Common Shares (the "Warrants"). Pursuant to the Investment Agreement, the Investor agreed to purchase (a) 71,878,947 Common Shares having an implied purchase price of C$4.75 per share in cash and (b) Warrants to purchase 31,288,228 additional Common Shares, comprised of (i) Warrants to purchase 7,822,057 Common Shares having an exercise price of C$4.02 per Common Share, which Warrants will vest in the event the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange ("TSXV") or other stock exchange on which the Common Shares are listed for trading equals or exceeds C$8.00 (subject to certain adjustments) for any 30 consecutive trading day period prior to the five-year anniversary of the closing of the Private Placement and (ii) Warrants to purchase 23,466,171 Common Shares having an exercise price of C$4.75 per Common Share. The Warrants will be exercisable for a period of five years following the closing of the Private Placement and the number of Common Shares issuable pursuant to the Warrants and exercise prices thereof are subject to certain adjustments.

In connection with the Private Placement, and pursuant to the Investment Agreement, the Company has committed to invest up to US$620 million in a new investment vehicle named Salem Group Partners, L.P. ("Salem Partners"), which will be controlled by an affiliate of CC Capital, in exchange for 100% of the limited partnership interests of Salem Partners (such commitment, the "Salem Partners Investment"). Subject to receipt of regulatory approval and other conditions, Salem Partners will acquire an affiliate of CC Capital that has entered into an agreement to purchase ManhattanLife of America Insurance Company, which is to be rebranded "Ceres Life".

As a condition precedent to closing of the Private Placement, the Company also intends to restructure the ownership of Arena (the "Arena Reorganization") with the Company being entitled to receive 49% of the net profits from and appreciation in Arena, Bernard Partners, LLC ("Bernard Partners"), the members of which are Daniel Zwirn and Lawrence Cutler, and certain other front office investment team members of Arena being entitled to receive 45% of the net profits from and appreciation in Arena, and CC Capital being entitled to receive 6% of the net profits from and appreciation in Arena (all subject to a minimal distribution to Bernard Partners of US$3,500,000 as further set out in the A&R Arena LLCA (as defined in the Information Circular)). As part of the Arena Reorganization (a) Bernard Partners' existing earn-in mechanism in respect of Arena will be eliminated; and (b) Arena and the Company will enter into a contribution and exchange agreement, pursuant to which the Company will contribute and assign to Arena a certain loan of approximately US$24 million owing from Arena to the Company (as successor to The Westaim Corporation of America) in exchange for additional equity interests of Arena. After this step and the related steps, the Company will own 100% of the equity interests of Arena.

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At the Meeting, the Shareholders will be asked to consider, and if deemed advisable, to pass an ordinary resolution (the "Private Placement Resolution") to approve the Private Placement as well as an ordinary resolution approving the Arena Reorganization in connection with the Private Placement (the "Arena Reorganization Resolution").

The completion of the Arena Reorganization is a condition precedent to closing of the Private Placement and, if both the Private Placement Resolution and the Arena Reorganization Resolution are approved, the completion of the Private Placement and the Arena Reorganization is further conditioned upon the approval of (a) the Arrangement Resolution (as defined below), and the completion of the Arrangement contemplated thereby and (b) the New Equity Incentive Plan Resolution (as defined below). The Private Placement is also subject to the fulfillment of certain other conditions precedent set forth in the Investment Agreement, including but not limited to the approval of the TSXV and relevant regulatory approvals having been obtained, all as more particularly described in the Notice of Meeting and the Information Circular.

The U.S. Redomiciliation and Share Consolidation

Additionally, the Company intends to implement a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) (the "ABCA"), whereby, among other things, the Company (a) will complete a share consolidation (the "Share Consolidation") of its Common Shares on the basis of one post-consolidation Common Share for every six pre-consolidation Common Shares, and (b) will change its jurisdiction of incorporation from the Province of Alberta in Canada to the State of Delaware in the United States of America (the "Redomiciliation") through a transaction called a "continuance" under the ABCA and a "domestication" under the General Corporation Law of the State of Delaware whereby the Company will legally be considered the same legal corporation after the Redomiciliation (but governed by the Laws of Delaware). At the Meeting, the Shareholders will be asked to consider and if deemed advisable, to pass a special resolution (the "Arrangement Resolution") to approve the Arrangement.

The completion of the Arrangement (including the Share Consolidation and the Redomiciliation contemplated thereby) is not conditioned upon the approval of any other resolutions at the Meeting and, if the Arrangement Resolution is approved, the Company may implement and effectuate the Arrangement (including the Share Consolidation and the Redomiciliation) without regard to (and prior to) the closing of any of the other transactions contemplated by the Investment Agreement. The Arrangement is also subject to the fulfillment of certain conditions precedent, including but not limited the Court of King's Bench of Alberta having approved the Arrangement, as more particularly described in the Notice of Meeting and the Information Circular.

If you are a registered Shareholder who holds share certificate(s) representing your Common Shares, in order to receive either (a) certificate(s) or direct registration statement(s) representing the Westaim Delaware Shares (as defined in the Information Circular) to which you may be entitled upon completion of the Arrangement (including the Share Consolidation), or (b) the cash to which you may be entitled if you will hold less than one whole Common Share after completion of the Share Consolidation, you must submit the enclosed letter of transmittal, including any certificate(s) representing your Common Shares, to Computershare Investor Services Inc., in accordance with the instructions in such letter of transmittal. In the event of a postal disruption as a result of a Canada Post labour disruption or other cause, please see "Business Of The Special Meeting - The Arrangement - Letter of Transmittal" in the Information Circular for information on how to obtain and submit a letter of transmittal.

The New Equity Incentive Plan

At the Meeting, the Shareholders will be asked to consider, and if deemed advisable, to pass an ordinary resolution (the "New Equity Incentive Plan Resolution" and collectively, with the Private Placement Resolution, the Arena Reorganization Resolution, and the Arrangement Resolution, the "Approval Resolutions") to approve the adoption of an amended and restated equity incentive plan of the Company (the "New Equity Incentive Plan").

The Post-CC Capital Transaction Board of Directors

Pursuant to the Investment Agreement, the parties have agreed to take all actions necessary, conditioned upon the completion of the Private Placement, to reconstitute the board of directors (the "Board") of the Company such that, immediately following closing of the Private Placement, the Board will consist of 11 directors in the aggregate, five

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of whom will be nominated by the Investor and five of whom will be nominated by the Company (one of whom will be the Chief Executive Officer of the Company), along with an independent director nominated jointly by the Investor and the Company (the "Post-PrivatePlacement Board").

The appointment of the directors to the Post-Private Placement Board is conditioned upon completion of the Private Placement.

Approval Requirements

The Arrangement Resolution, to be effective, must be approved by not less than 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting.

The Private Placement Resolution, to be effective, must be approved by not less than a simple majority of the votes on the Private Placement Resolution cast by Shareholders present in person or represented by proxy at the Meeting (excluding the votes cast by the Investor and any other Shareholders that are required to be excluded in accordance with the policies of the TSXV).

The Arena Reorganization Resolution, to be effective, must be approved by not less than a simple majority of the votes on the Arena Reorganization Resolution cast by Shareholders present in person or represented by proxy at the Meeting (excluding the votes cast by Daniel Zwirn, Lawrence Cutler and any other Shareholders that are required to be excluded in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions).

The New Equity Incentive Plan Resolution, to be effective, must be approved by not less than a simple majority of the votes on the New Equity Incentive Plan Resolution cast by Shareholders present in person or represented by proxy at the Meeting.

Voting and Support Agreements

Certain Shareholders who own, in the aggregate, approximately 40% of the issued and outstanding Common Shares as of the Record Date (as defined below), including each of the Company's directors and members of its senior management, have entered into voting and support agreements (the "Voting and Support Agreements") with the Investor pursuant to which, among other things, they have agreed to vote all Common Shares held by them at the Meeting in favour of the Approval Resolutions.

Recommendation of the Special Committee and the Company Board of Directors

A special committee of unconflicted directors of the Company (the "Special Committee"), after having received legal and financial advice (including the Fairness Opinion (as defined below)), unanimously determined that the Arrangement, the Private Placement, the Arena Reorganization, the Salem Partners Investment, the New Equity Incentive Plan, the appointment of the Post-Private Placement Board and the other transactions contemplated in the Investment Agreement (the "Transactions") are in the best interests of the Company and unanimously recommended that the Board determine that the Transactions are in the best interests of the Company and unanimously recommend that the Shareholders vote FORthe Approval Resolutions. The Board, after receiving legal and financial advice (including the Fairness Opinion), unanimously determined that the Transactions are in the best interests of the Company, approved the entering into of the Investment Agreement and other ancillary agreements, and unanimously recommends that the Shareholders vote FORthe Approval Resolutions.

The unanimous recommendations of the Special Committee and the Board that the Shareholders vote FORthe Approval Resolutions are based on various factors, including, but not limited to, those presented below. A full description of the information and factors considered by the Special Committee and the Board is located in the accompanying Information Circular under the heading "Business Of The Special Meeting - Recommendations Of The Special Committee And The Board".

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• Transformational combination of businesses to produce an integrated insurance and alternative asset management company. The Transactions will result in a strategic combination of the Company, an investment company specializing in providing long-termcapital to financial services businesses, Arena, a global institutional asset manager with approximately US$3.3 billion of invested and committed assets under management as of September 30, 2024, and Ceres Life Insurance Company ("Ceres Life"), a cloud-native,highly scalable annuity platform, incubated by CC Capital. The strategic combination, fueled by CC Capital's investment and expertise, will transform the Company into an integrated insurance and asset management platform, with a growing and diversified credit manager and an advantaged, tech-enabledinsurance carrier that is expected to provide competitively priced fixed income and multi-yearguarantee annuity products to policyholders and drive strong and sustainable value creation for Shareholders.
• Anchor investment and strategic partnership with CC Capital. The Investor's anchor investment of US$250 million and the strategic partnership with CC Capital are expected to support the Company's growth vision, building on the Company's and CC Capital's existing experience in the insurance and asset management sectors, and with CC Capital dedicating meaningful resources to implementing this strategy. CC Capital is a private investment firm based in New York that was founded in late 2015 by Chinh Chu with a focus on investing in and operating high-qualitybusinesses for the long term. CC Capital has a strong track record of investing in and partnering with financial services businesses across public and private markets, and deep expertise and experience building integrated insurance asset management strategies, including Fidelity & Guaranty Life, Inc., which CC Capital acquired in 2017 and successfully sold for cash and stock to Fidelity National Financial in 2020.
• Experienced leadership team. The combined platform will be led by an experienced management team, combining the existing leadership of the Company and Arena with additional expertise in the insurance and asset management sectors. Upon closing of the Transactions, Cameron MacDonald will continue to lead the Company as Chief Executive Officer and Daniel Zwirn will continue to lead Arena as Chief Executive Officer and Chief Investment Officer. Ceres Life will be led by Deanna Mulligan as incoming Chief Executive Officer. Pursuant to a consulting agreement between the Company and an affiliate of CC Capital, the Company has also appointed Richard DiBlasi, Managing Director of CC Capital, as its Chief Strategy Officer. Upon closing of the Transactions, Chinh Chu will serve as Executive Chair of the Board and Ian Delaney, the current Executive Chair, will transition to Vice Chair.
• Flywheel driving growth across the Company's platform. As part of the combined platform, the Company, Arena and Ceres Life aim to generate a powerful value creation flywheel, driving continued growth and stability of both the insurance and asset management businesses. Ceres Life's annuity originations are expected to drive assets to Arena's alternative asset management strategies and fuel Arena's growth through stable insurance assets generated from Ceres Life, in turn driving return on equity and book value growth for Ceres Life and allowing the reinvestment of earnings within the ecosystem, compounding growth. Pursuant to the Transactions, Ceres Life and Arena will enter an agreement through which Arena is expected to manage up to 90% of Ceres Life's total investable assets.
• Exposure to a cloud-native, highly scalable annuities provider through Ceres Life. Ceres Life will offer a differentiated, cloud-nativetechnology platform, unlocking strong distribution partnerships. Ceres Life is incubated by CC Capital and expected to launch in the first quarter of 2025. Ceres Life has no legacy book and, as a result of the Transactions, Ceres Life will be well-capitalized.Ceres Life aims to build a nimble, highly efficient, and risk-consciousinsurance company that provides simple-to-understandand easily accessible annuity products to create better outcomes for policyholders. Ceres Life will be led by Deanna Mulligan, former Chief Executive Officer and Chair of Guardian Life Insurance, a Fortune 300 company and one of the largest life and annuities insurance companies in the United States. Ceres Life has entered into a partnership with Advisors Excel, an industry-leadingIndependent Marketing Organization (IMO) with an affiliate product design firm, to enable immediate scale. In addition, it is envisaged that Ceres Life will have flexibility to pursue reinsurance transactions at attractive returns.
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• Simplified economic relationship with Arena. As a result of the Arena Reorganization, and certain other restructuring transactions, the Company will have a simplified economic relationship with Arena which will provide Shareholders with greater transparency into Arena and its value. Specifically as a result of the Transactions, the Company will be entitled to receive 49% of the net profits from and appreciation in Arena, Bernard Partners (the members of which are Daniel Zwirn and Lawrence Cutler) and certain other front office investment team members of Arena will be entitled to receive 45% of the net profits from and appreciation in Arena and CC Capital will be entitled to receive 6% of the net profits from and appreciation in Arena (all subject to a minimal distribution to Bernard Partners of US$3,500,000 as further set out in the A&R Arena LLCA (as defined in the Information Circular)). As part of the Arena Reorganization: (a) Bernard Partners' existing earn-in mechanism in respect of Arena will be eliminated; and (b) Arena and the Company will enter into a contribution and exchange agreement, pursuant to which the Company will contribute and assign to Arena a certain loan of approximately US$24 million owing from Arena to the Company (as successor to The Westaim Corporation of America) in exchange for additional equity interests of Arena. After this step and the related steps, the Company will own 100% of the equity interests of Arena.
• Alignment of incentives. The Transactions have been structured to align incentives among the Investor, the Company, Arena, and Shareholders. The Investor will own approximately 36% of the Common Shares upon closing of the Transactions, and up to 44% factoring in the Warrants, the currently outstanding stock options expected to be outstanding at closing of the Transactions and the issuance of the performance share units to be issued at closing of the Transactions. Pursuant to the Investor Rights Agreement, CC Capital has agreed to a three-year standstill and certain other customary protections and governance provisions in the Company's favour. The Arena Reorganization will also further align incentives with respect to Arena, as Bernard Partners will continue its substantial participation in Arena's economics as a result of the Arena profit share, alongside its retention of interests in Arena funds, cementing alignment with Arena's limited partners and Shareholders.
• Increase in the Company's capital resources. The Company's total investable capital base is expected to increase to approximately US$700 million as a result of the US$250 million Private Placement, together with the existing cash on the Company's balance sheet and assuming full monetization of Westaim Origination Holdings, Inc., Arena Finance, LLC and each of their respective subsidiaries. Capitalizing on the Investor's investment in the Company's balance sheet, the Company has agreed to invest up to US$620 million into Salem Partners, the investment vehicle controlled by an affiliate of CC Capital that will acquire Ceres Life.
• Private Placement at premium to existing share price. The implied purchase price of C$4.75 per Common Share with respect to the Private Placement represents an attractive premium of approximately 18.2% to the closing price of the Common Shares on the TSXV on October 8, 2024 (the last trading day prior to the entering into of the Investment Agreement) and a premium of approximately 25% to the 180-dayvolume- weighted average trading price of the Common Shares as of that date.
• Fairness opinion. BMO Capital Markets has provided an opinion (the "Fairness Opinion") to the Special Committee and the Board, a copy of which is attached as Appendix "H" of the accompanying Information Circular, to the effect that, as of October 8, 2024, and based on and subject to the assumptions, limitations and qualifications set forth in such opinion, the Transactions are fair from a financial point of view to the Company.

General

Accompanying this letter are, among other items, copies of the Notice of Meeting, the Information Circular a form of proxy or voting instruction form, and a letter of transmittal. The Information Circular, along with the appendices thereto, contains a detailed description of the Arrangement, the Private Placement, the Arena Reorganization, the New Equity Incentive Plan, the appointment of the Post-Private Placement Board and the other transactions contemplated in the Investment Agreement, including a background to the determinations and the unanimous recommendations of the Board and the Special Committee in favour of the Transactions. A copy of the Plan of Arrangement is attached to the Information Circular as Appendix "G". A copy of the Investment Agreement has been filed under the Company's profile on SEDAR+ at www.sedarplus.caand is incorporated by reference in the Information Circular. The Information Circular also includes certain risk factors relating to the transactions described herein. Please give these

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materials your careful consideration and, if you require assistance, consult your financial, tax or other professional advisors.

The Board has fixed the close of business on November 11, 2024 (the "Record Date") as the record date for determining the Shareholders who are entitled to receive notice of and to vote at the Meeting. Only registered Shareholders of record at the close of business on the Record Date will be entitled to receive notice of the Meeting and vote at the Meeting.

Your vote is important. If you do not plan to attend the Meeting, you may complete and return your form of proxy or voting instruction form, as applicable, in accordance with the instructions set forth therein. For further details, see "General Statutory Information - Solicitation Of Proxies" in the Information Circular. Even if you do plan to attend the Meeting, you are still encouraged to provide voting instructions on the enclosed form of proxy or voting instruction form, as applicable, as soon as possible prior to the Meeting. In order to be effective, proxies must be received by 9:00 a.m. (Eastern time) on December 17, 2024 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before the adjourned Meeting is reconvened or the postponed Meeting is convened. In the event of a postal disruption as a result of a Canada Post labour disruption or other cause, please see "General Statutory Information - Appointment of Proxyholders" in the Information Circular for information on how to obtain and submit a form of proxy or voting information form, as applicable. In the event of any delays in receiving materials due to labour disruptions, non-registeredShareholders are encouraged to contact their brokers in order to obtain their control numbers.

If you are a non-registered Shareholder and have received these materials from your broker, dealer, bank, trust company or other intermediary, please complete and return the voting instruction form or other authorization form provided to you by your nominee or intermediary in accordance with the instructions provided therein. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting. For further details, see "General Statutory Information - Non-registeredShareholders" in the Information Circular.

The information contained in the Notice of Meeting and the Information Circular are important and you are urged to read this information carefully and, if you require assistance, to consult your financial, legal, tax or other professional advisors. If you have any questions or need more information about voting your Common Shares, please contact the Company's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-866-581-1489 (toll-free in North America) or at 1-416-623-2517 (collect call and text enabled outside North America), or by email at [e-mail]. You may also visit www.WEDfuture.comfor easy access to voting portals and information on the Meeting.

On behalf of the Board, thank you for your consideration of these matters and your continuing support.

Yours truly,

(signed) "J. Cameron MacDonald"

J. Cameron MacDonald

Director, President and Chief Executive Officer

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