Wescam Inc. — Capital/Financing Update 2001

Dec 18, 2001

MATERIAL CHANGE REPORT

PURSUANT TO

SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 118(2) OF THE SECURITIES ACT (ALBERTA) SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN) SECTION 75(2) OF THE SECURITIES ACT (ONTARIO) SECTION 73 OF THE SECURITIES ACT (QUEBEC) SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA) SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)

ITEM 1: REPORTING ISSUER WESCAM INC. 649 North Service Road W. Burlington, ON L7P 5B9

ITEM 2: DATE OF MATERIAL CHANGE December 17, 2001 ITEM 3: PRESS RELEASE The attached press release was issued in Burlington, Ontario by Wescam Inc. on December 18, 2001.

ITEM 4: SUMMARY OF MATERIAL CHANGE Wescam Inc. completed a private placement of 2,608,697 Common Shares in the capital of the Company for total gross proceeds of $15,000,007.75. Canaccord Capital Corporation acted as underwriter for the private placement.

ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE

See attached press release which is hereby incorporated by reference.

ITEM 6: RELIANCE ON CONFIDENTIALITY SECTION OF THE ACT Not applicable. ITEM 7: OMITTED INFORMATION Not applicable.

ITEM 8: SENIOR OFFICER - FOR FURTHER INFORMATION CONTACT: For further information, contact Bruce Latimer, Secretary (905) 633-4000.

ITEM 9: STATEMENT OF SENIOR OFFICER

OTTAWA:196231.1 200112172000

The foregoing accurately discloses the material change referred to herein. DATED at Burlington, Ontario, this 18[th] day of December, 2001.

WESCAM INC.

By: “Bruce Latimer” Name: Bruce Latimer Title: Secretary

IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.

OTTAWA:196231.1 200112172000

NEWS RELEASE Wescam announces completion of $15 million Private Placement of Common Shares

Burlington, Ontario – December 18, 2001 - Wescam Inc. (TSE: WSC) announced today that it has completed a private placement of 2,608,697 Common Shares in the capital of the Company including 869,566 Common Shares issued upon the exercise of the underwriter’s over-allotment option for total gross proceeds of CDN$15,000,007.75. Canaccord Capital Corporation acted as underwriter for the private placement.

The Company intends to use the net proceeds of this offering to repay debt, for working capital and for general corporate purposes.

Wescam is a world leader in the design and manufacture of wireless visual information systems, providing real-time images as information for a variety of government and commercial customers around the globe. Wescam captures images from moving platforms that range from aircraft, helicopters, airships and the Space Shuttle to racing cars, tracks, boats and cranes and transmits those images by wireless communication link to the end user.

The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of securities in the U.S.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements due to factors such as customer demand and timing of buying decisions, product mix, competitive products and pricing pressures. In addition, uncertainties and difficulties in domestic and foreign financial markets and economies could adversely affect demand from customers. A major decline in the capital markets generally may negatively impact our ability to make future strategic acquisitions, raise capital or issue debt. These factors, as well as general economic and political conditions, may in turn have a material adverse effect on the Company’s actual results. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements. Additional information identifying risks and uncertainties is contained in the Company’s filings with the Ontario Securities Commission. - 30 -

For further information please contact: Rick Ziemski, Vice President, Finance and CFO, (905) 633-4000

OR

Julie Cabri, Manager, Investor Relations, (905) 633-4000 www.wescam.com – "Changing the way you see the world"