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Corporate and Other Investments Activity
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While Corporate is not considered a separate operating segment of the Company, the Corporate column of our segment reporting comprises activities of the Company that reside outside of our two operating business segments and includes the investments within the Arena FINCOs, other cash and investments that are held outside of our operating segments, compensation (including share-based compensation) for employees and directors of the Company that are not included in our operating segments, and other corporate overhead expenses. For the three months ended December 31, 2025, the activities outside of our two operating segments produced Adjusted EBITDA loss of $3.5 million, driven by salaries and benefits of $1.8 million, professional fees of $1.5 million, a loss on net results of investments of $2.5 million, and operating expenses of $1.2 million, offset by $1.3 million of share-based compensation recovery.
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Pursuant to the policies of the TSX Venture Exchange (the “TSXV”), the Company further announces that:
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- between January 1, 2026 and March 31, 2026, a wholly-owned subsidiary of the Company disposed of an aggregate of $534,976.48 of assets to funds managed by Arena Investors. Such dispositions were carried out in accordance with Arena Investors’ internal compliance policies. The Company does not consider such dispositions to be material to its business as a whole and the disclosure related to such dispositions is only included herein pursuant to the requirements of the TSXV; and
- the board approved an amendment to its long-term incentive plan, pursuant to which the Company removed: (i) language referencing Ontario law governing the plan prior to the Company redomiciling to Delaware on December 31, 2024; and (ii) the one-year period for participants to exercise non-share settled awards following cessation of services.
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This press release should be read in conjunction with Westaim’s audited consolidated financial statements (the “Financial Statements”) and management’s discussion and analysis for the three and twelve months ended December 31, 2025 and 2024 (the “MD&A”) which were filed on SEDAR+ at www.sedarplus.ca. These documents and the Company’s Q4 2025 Investor Presentation can be found on the Company’s website at www.westaim.com.
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Non-GAAP Financial Measures
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Westaim reports its Financial Statements using Generally Accepted Accounting Principles (“GAAP”) and accounting policies consistent with International Financial Reporting Standards (“IFRS”). Westaim uses both IFRS and non-GAAP measures to assess financial performance of its business, including in this press release Adjusted EBITDA, book value per share, AUM and Programmatic Capital. The Company cautions readers that non-GAAP measures do not have a standardized meaning under IFRS, should not be considered alternatives to performance measures determined in accordance with IFRS and are unlikely to be comparable to similar measures used by other companies. Readers are urged to review Section 15 Non-GAAP Measures in the MD&A (available on SEDAR+ at www.sedarplus.ca) which is incorporated by reference into this news release for quantitative reconciliations of non-IFRS measures to the most directly comparable IFRS financial measures.
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About Westaim
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Westaim is an integrated insurance and alternative asset management company with two primary operating businesses: Ceres Life and Arena.
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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 CEO and Chair of Guardian Life Insurance. For more information, see www.ceresinsurance.com.
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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. For more information, see www.arenaco.com.
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Westaim’s common shares are listed on the TSXV under the trading symbol “WED”.
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Cautionary Note and Forward-Looking Statements
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This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”), including with respect to future developments of the Company and future growth, including in respect of growth of agent onboarding and policy applications. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “project” and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions.
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Forward-looking statements are based on the opinions and estimates of management of Westaim at the date the statements are made based on information then available to Westaim. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements including past practice of the Company. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Westaim, which may cause Westaim’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements.
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No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company’s business are contained under the heading “Risk Factors” in its annual information form for its fiscal year ended December 31, 2024.
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Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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| 1 Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is defined by the Company as earnings before depreciation, amortization, taxes, interest on financing activities, as further adjusted for other items that are considered unusual or not representative of underlying trends of our business. Interest on investment activities is viewed as a core element of the business for both the Asset Management and Insurance segments, and therefore remains included in the Adjusted EBITDA metric. See “Non-GAAP Financial Measures” below. |
| 2 Book value per fully diluted share is a non-GAAP measure. Book value per share is computed as adjusted book value divided by the adjusted number of Common Shares. See “Non-GAAP Financial Measures” below. |
| 3 Based on US$ to C$ exchange rate of $1.37205 at December 31, 2025. |
4 On April 3, 2025, CC Capital Partners, LLC (“CC Capital”) and the Company completed its previously announced transaction whereby an affiliate of CC Capital made a significant investment into the Company (the “Strategic Transaction”) as described further in the Company’s annual information form for the fiscal year ended December 31, 2024 (as filed on SEDAR+ at www.sedarplus.ca). Through April 2, 2025, the Company qualified as an investment entity under IFRS and used fair value as the key measure to monitor and evaluate its primary investments. As a result of the Strategic Transaction, the Company transformed from an investment entity into an operating entity and for all reporting periods after April 3, 2025, the financial statements of the Company will be reported on the basis of the Company being an operating entity. |
| 5 AUM is a non-GAAP measure. AUM refers to the assets for which Arena Investors provides investment management, advisory or certain other investment-related services. AUM is generally based on the net asset value of the funds managed by Arena Investors plus any unfunded commitments. Arena Investors’ calculation of AUM may differ from the calculations of other asset managers, and as a result, may not be comparable to similar measures presented by other asset managers. Arena Investors’ calculations of AUM are not based on any definition set forth in the governing documents of the investment funds. |
| 6 Programmatic Capital is a non-GAAP measure. Programmatic Capital includes callable capital to discretionary and non-discretionary separately managed accounts and certain pooled investment vehicles. |
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Contacts
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For more information, visit our website at www.westaim.com or contact:
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J. Cameron MacDonald, President and Chief Executive Officer or
Matthew Skurbe, Chief Financial Officer and Chief Risk Officer
The Westaim Corporation
[email protected]
(416) 969-3333
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English (US)