Common Contracts

UNDERWRITING AGREEMENT

Underwriting Agreement • July 24th, 2015 • Ontario

• Contract Type
  Underwriting Agreement
• Filed
  July 24th, 2015
• Jurisdiction
  Ontario

The undersigned, GMP Securities L.P. (“GMP”) and TD Securities Inc. (together with GMP, the “Joint Bookrunners”) and Cormark Securities Inc. and Scotia Capital Inc. (collectively, with the Joint Bookrunners, the “Underwriters” and individually, an “Underwriter”) understand that The Westaim Corporation (the “Company”) proposes to issue and sell to the Underwriters on a private placement basis an aggregate of 61,540,000 special warrants of the Company (the “Special Warrants”) at a price per Special Warrant of $3.25 (the “Issue Price”) for aggregate gross proceeds to the Company of $200,005,000 (the “Offering”). Subject to the terms and conditions set out in this Agreement (as defined below), the Underwriters hereby severally and not jointly, in the respective percentages set forth in paragraph 18, agree to purchase the Special Warrants and, by its acceptance hereof, the Company agrees to issue and sell to the Underwriters, the Special Warrants at the Closing Time (as defined below) at th