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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 40-F [Check one] o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
 OR þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended: December 31, 2004
    
    Commission File Number: 0-30600
 The Westaim Corporation  Alberta   3674   Not Applicable   1010 Sun Life Plaza I,
West Tower, 144 
4thAvenue S.W., Calgary, Alberta T2P 3N4 Canada, Telephone (403) 234-3100   Scott Gillis, Nucryst Pharmaceuticals Inc., 50 Audubon Road, Wakefield, MA 01880, Telephone (781) 246-6010   Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class
    
    Name of each exchange on which registeredNone
    
    The Nasdaq Stock Market
 Securities registered or to be registered pursuant to Section 12(g) of the Act. Common Shares, without par value   Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None   For annual reports, indicate by check mark the information filed with this Form: þ Annual information form                     þ Audited annual financial statements Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report. 92,828,054 Common Shares, without par value  Indicate by check mark whether the Registrant by filing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the filing
number assigned to the Registrant in connection with such Rule. Yes o                     Noþ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes þ                     No o




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TABLE OF CONTENTS  DISCLOSURE CONTROLS AND PROCEDURESUNDERTAKING AND CONSENT TO SERVICE OF PROCESSSIGNATURESEXHIBIT INDEXAnnual Information Form Dated March 28, 2005Audited Financial StatementsConsent of Deloitte & Touche LLPFinance Code of ConductSection 906 Certification of CEO and CFOSection 302 Certification of CEOSection 302 Certification of CFO    Table of Contents  
 DISCLOSURE CONTROLS AND PROCEDURES  A.
    Evaluation of Disclosure Controls and ProceduresAs of the end of the Registrants fiscal year ended December 31, 2004, an evaluation
of the effectiveness of the Registrants disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the Exchange Act)) was carried out by the Registrants chief executive officer
and chief financial officer. Based upon that evaluation, the Registrants chief executive
officer and chief financial officer have concluded that as of the end of that fiscal year,
the Registrants disclosure controls and procedures are effective to ensure that the
information required to be disclosed by the Registrant in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange commission rules and forms.B.
    Changes in Internal Control Over Financial ReportingThere was no change in the Registrants internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, its internal control over financial reporting. AUDIT COMMITTEE FINANCIAL EXPERT  See page 17 of Exhibit 1 to this report. CODE OF ETHICS  The Registrant has adopted a Finance Code of Conduct for Chief Executive and Senior
Financial Officers (included as Exhibit 5 to this report). PRINCIPAL ACCOUNTANT FEES AND SERVICES  See page 18 of Exhibit 1 to this report. AUDIT COMMITTEES PRE-APPROVAL POLICIES AND PROCEDURES  See page 18 of Exhibit 1 to this report. OFF-BALANCE SHEET ARRANGEMENTS  As at December 31, 2004, the Registrant has not entered into any off-balance sheet
arrangements. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS  See page 15 of Exhibit 2 to this report. IDENTIFICATION OF THE AUDIT COMMITTEE  See page 17 of Exhibit 1 to this report. EXEMPTION FROM NASDAQ CORPORATE GOVERNANCE REQUIREMENTS  Marketplace Rule 4460(f) requires each Nasdaq National Market issuer to establish a
quorum for any meeting of the holders of common stock of no less than 33 1/3% of the
outstanding shares. On June 5, 2000, pursuant to Marketplace Rule 4460(a), Nasdaq granted
to the Registrant an exemption from Nasdaqs corporate governance rules. The Registrants
by-laws state that a quorum for the transaction of business at any meeting of shareholders
shall be two persons present in person, each being a shareholder entitled to vote thereat
or a duly appointed proxyholder or representative for a shareholder so entitled. -2-




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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS  A.
    UndertakingThe Registrant undertakes to make available, in person or by telephone, representatives to
respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so
by the SEC staff, information relating to the securities in relation to which the obligation to
file an annual report on Form 40-F arises or transactions in said securities.B.
    Consent to Service of ProcessThe Registrant has previously filed with the SEC a Form F-X in connection with the Common
Shares. -3-




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SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all
of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on
its behalf by the undersigned, thereto duly authorized. Registrant: THE WESTAIM CORPORATIONBy:
    /s/ Douglas H. MurrayName:
    Douglas H. MurrayTitle:
    Assistant Corporate Secretary Date: March 29, 2005 -4-




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EXHIBIT INDEX  99.1
    Annual Information Form dated March 28, 2005 for the year ended December 31, 200499.2
    Managements Discussion and Analysis for the year ended December 31, 2004 is incorporated by
reference to Exhibit 2 to our Report of Foreign Issuer on Form 6-K for the month of March,
2005, filed on March 4, 2005 and to Exhibit 1 to our Report of Foreign Issuer on Form 6-K/A
for the month of March, 2005, filed on March 23, 2005 (Commission File No. 000-30600).99.3
    Audited Financial Statements for the year ended December 31, 200499.4
    Consent of Deloitte & Touche LLP99.5
    Finance Code of Conduct for Chief Executive and Senior Financial Officers99.6
    Section 906 Certification of Chief Executive Officer and Chief Financial Officer99.7
    Section 302 Certification of Chief Executive Officer99.8
    Section 302 Certification of Chief Financial Officer -5-