Edgar Filing: ALTAIR INTERNATIONAL INC

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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Proxy Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, Use of the Commission Only (as permitted by Rule
14a-6(e)(2))Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

Altair International Inc.
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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

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computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
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ALTAIR INTERNATIONAL INC.
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
U.S.A.

MANAGEMENT INFORMATION CIRCULAR
AND PROXY STATEMENT

Solicitation of Proxies
-----------------------

THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT (THE
"INFORMATION CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
MANAGEMENT OF ALTAIR INTERNATIONAL INC. (THE "CORPORATION") OF PROXIES TO BE
USED AT THE ANNUAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD AT THE
TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ENCLOSED NOTICE OF MEETING
(THE "MEETING"). This Information Circular, the notice of Meeting attached
hereto, the accompanying form of proxy and the annual report to shareholders of
the Corporation for the year ended December 31, 2000 are first being mailed to
the shareholders of the Corporation on or about May 23, 2001. It is expected
that the solicitation will be primarily by mail, but proxies may also be
solicited personally or by telephone by regular employees of the Corporation
without additional compensation therefor. The cost of solicitation by management
will be borne directly by the Corporation. Arrangements will be made with
brokerage firms and other custodians, nominees and fiduciaries for the
forwarding of solicitation materials to the beneficial owners of the Common
Shares of the Corporation ("Common Shares") held by such persons, and the
Corporation will reimburse such brokerage firms, custodians, nominees and
fiduciaries for the reasonable out-of-pocket expenses incurred by them in
connection therewith.

Appointment and Revocation of Proxies
-------------------------------------

The persons named in the enclosed form of proxy are officers of the
Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT
HIM AT THE MEETING MAY DO SO either by inserting such person's name in the blank
space provided in that form of proxy or by completing another proper form of
proxy and, in either case, depositing the completed proxy at the office of the
transfer agent indicated on the enclosed envelope not later than 48 hours
(excluding Saturdays and holidays) before the time of holding the Meeting, or
delivered to the chairman on the day of the Meeting or adjournment thereof.

A proxy given pursuant to this solicitation may be revoked by
instrument in writing, including another proxy bearing a later date, executed by
the shareholder or by his attorney authorized in writing, and deposited either
at the registered office of the Corporation at any time up to and including the
last business day preceding the day of the Meeting, or any adjournment thereof,
at which the proxy is to be used, or with the chairman of such Meeting on the
day of the Meeting, or adjournment thereof, or in any other manner permitted by
law.

Shareholders are not entitled to any dissenter's rights of appraisal
with respect to any matter currently anticipated to be acted upon at the
meeting. The exercise of a proxy does not constitute a written objection for the
purposes of subsection 185(6) of the Business Corporations Act (Ontario).

Voting of Proxies
-----------------

UNLESS OTHERWISE INDICATED ON THE FORM OF PROXY, SHARES REPRESENTED BY
PROPERLY EXECUTED PROXIES IN FAVOR OF PERSONS DESIGNATED IN THE PRINTED PORTION
OF THE ENCLOSED FORM OF PROXY WILL BE VOTED (I) TO ELECT MANAGEMENT'S FOUR
NOMINEES FOR DIRECTOR, AND (II) TO APPOINT DELOITTE & TOUCHE LLP AS THE
CORPORATION'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.
IF SO INDICATED ON THE FORM OF PROXY, SHARES REPRESENTED BY PROPERLY EXECUTED
PROXIES IN FAVOR OF PERSONS DESIGNATED IN THE PRINTED PORTION OF THE ENCLOSED
FORM OF PROXY WILL BE WITHHELD FROM VOTING WITH RESPECT TO, OR VOTED AGAINST,
ANY OR ALL OF THE TWO MATTERS IDENTIFIED IN THE PRECEDING SENTENCE. The enclosed
form of proxy confers discretionary authority upon the persons named therein
with respect to amendments or variations to matters identified in the notice of
Meeting, or other matters which may properly come before the Meeting. At the
time of printing this Information Circular, management of the Corporation knows
of no such amendments, variations or other matters to come before the Meeting.

Voting Securities
-----------------

The authorized capital of the Corporation consists of an unlimited
number of Common Shares. As of May 15, 2001, the Corporation had issued and
outstanding 19,244,318 Common Shares.

The Corporation shall make a list of all persons who are registered
holders of Common Shares on May 14, 2001 (the "Record Date") and the number of
Common Shares registered in the name of each person on that date. Each
shareholder is entitled to one vote for each Common Share registered in his name
as it appears on the list except to the extent that such shareholder has
transferred any of his shares after the Record Date and the transferee of those
shares produces properly endorsed share certificates or otherwise establishes
that he owns the shares and demands, not later than ten days before the Meeting,
that his name be included in the list. In such case the transferee is entitled
to vote his shares at the Meeting.

Two persons present in person and each entitled to vote at a meeting of
shareholders is required for a quorum. An abstention will be counted as
"represented" for the purpose of determining the presence or absence of a
quorum. A broker non-vote, which is an indication by a broker that it does not
have discretionary authority to vote on a particular matter, will not be treated
as "represented" for quorum purposes. Under the Business Corporations Act
(Ontario), once a quorum is established, shareholder approval with respect to a
particular resolution is generally obtained when the votes cast in favour of the
proposal exceed the votes cast against such proposal. Accordingly, abstentions
and broker non-votes will not have the effect of being considered as votes cast
against any matter considered at the Meeting.

In connection with the election of directors, the four nominees
receiving the highest number of votes will be elected. In order to approve the
proposal in respect of the appointment of independent auditors and any other
matters presented to shareholders at the Meeting, the votes cast in favour must
exceed the votes cast against.

Exchange Rate Information

The following exchange rates represent the noon buying rate in New York
City for cable transfers in Canadian dollars (CDN. $), as certified for customs
purposes by the Federal Reserve Bank of New York. The following table sets
forth, for each of the years indicated, the period end exchange rate, the
average rate (i.e. the average of the exchange rates on the last day of each
month during the period), and the high and low exchange rates of the U.S. Dollar
(U.S. $) in exchange for the Canadian Dollar (CDN. $) for the years indicated
below, based on the noon buying rates.

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Year Ended December 31,
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2000 1999 1998 1997 1996
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(Each U.S. Dollar Purchases the Following Number of Canadian Dollars)
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High 1.5600 1.5302 1.5770 1.4398 1.3822
-------------- --------------- -------------- ------------------- ------------------ -------------------
Low 1.4350 1.4440 1.4075 1.3392 1.3310
-------------- --------------- -------------- ------------------- ------------------ -------------------
Average 1.4871 1.4827 1.4894 1.3849 1.3638
-------------- --------------- -------------- ------------------- ------------------ -------------------
Year End 1.4995 1.4440 1.5375 1.4288 1.3697
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PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

The Articles of Incorporation of the Corporation, as amended, provide
that the board of directors of the Corporation may consist of a minimum of three
and a maximum of nine directors, to be elected annually. Each director will hold
office until the next annual meeting or until his successor is duly elected
unless his office is earlier vacated in accordance with the By-laws of the
Corporation. By special resolution of the shareholders of the Corporation passed
on June 27, 1988, the directors have been empowered to set the size of the board
of directors of the Corporation. The Business Corporations Act (Ontario)
provides that the directors may not, between meetings of shareholders, appoint
an additional director if, after such appointment, the total number of directors
would be greater than one and one-third times the number of directors required
to have been elected at the last annual meeting of shareholders.

At the Meeting, shareholders of the Corporation will be asked to elect
four directors (the "Nominees"). The following table provides the names of the
Nominees and information concerning them. The persons in the enclosed form of
proxy intend to vote for the election of the Nominees. Management does not
contemplate that any of the Nominees will be unable to serve as a director. None
of the Nominees or current directors or officers was selected pursuant to any
arrangement or understanding between him and any other person.

---------------------------------- ---------------------- ------------------------ ---------------------------------
Name & Municipality of Residence Office Period of Service as a Number of Common Shares
Director Beneficially Owned or Over
Which Control is Exercised(1)
---------------------------------- ---------------------- ------------------------ ---------------------------------

William Long President & Director Since 1988 2,659,029 (2)
Cody, Wyoming
---------------------------------- ---------------------- ------------------------ ---------------------------------
James Golla Director Since 1994 55,000 (3)
Mississauga, Ontario
---------------------------------- ---------------------- ------------------------ ---------------------------------
George Hartman Director Since 1997 50,000 (4)
North Vancouver, British Columbia
---------------------------------- ---------------------- ------------------------ ---------------------------------
Robert Sheldon Director Since 1997 45,000 (5)
West Vancouver, British Columbia
---------------------------------- ---------------------- ------------------------ ---------------------------------

(1) The information as to Common Shares beneficially owned or over which
they exercise control or direction not being within the knowledge of
the Corporation has been furnished by the respective Nominees
individually. Includes all Common Shares issuable pursuant to the
exercise or conversion of options that are exercisable within 60 days.
(2) Includes 46,000 Common Shares held by Dr. Long's daughter, 47,500
Common Shares held by Dr. Long's minor son, 287,500 Common Shares held
by the MBRT Trust, an irrevocable trust for the benefit of the minor
children of Dr. Long, and 125,000 Common Shares subject to warrants
held by the MBRT Trust. Dr. Long disclaims any beneficial interest in
such 506,000 Common Shares. Also includes 350,000 Common Shares subject
to presently exercisable options granted to Dr. Long pursuant to the
1996 Plan and 150,000 Common Shares subject to presently exercisable
options granted to Dr. Long pursuant to the 1998 Plan.
(3) Includes 35,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan and 20,000 Common Shares
subject to presently exercisable options granted to Mr. Golla pursuant
to the 1998 Plan.
(4) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1996 Plan and 20,000 Common
Shares subject to presently exercisable options granted to Mr. Hartman
pursuant to the 1998 Plan.
(5) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Sheldon pursuant to the 1996 Plan and 20,000 Common
Shares subject to presently exercisable options granted to Mr. Sheldon
pursuant to the 1998 Plan.

IF ANY OF THE NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A
DIRECTOR, PROXIES IN FAVOR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN
THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS
SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.

Set forth below is a description of each of the directors and executive
officers of the Corporation including their principal occupations for the past
five years:

Directors
---------

William P. Long, 54, has been the President and a director of the
Corporation since 1988, and an officer and director of Fine Gold Recovery
Systems, Inc. ("Fine Gold"), a wholly-owned subsidiary of the Corporation, since
February 1996. Dr. Long has been an executive officer of Mineral Recovery
Systems, Inc. ("MRS"), since its formation in April, 1987 and is also a
director. In addition, he is a director of Altair Technologies, Inc., a
wholly-owned subsidiary of MRS. From 1987 to 1988, Dr. Long was a mineral and
energy consultant, providing various services to clients in the mining and
energy industries, including arranging precious metal property acquisitions,
supervising mineral evaluations, and providing market analyses. From 1980 to
1986, Dr. Long served as the Executive Vice President and Chief Financial
Officer of Thermal Exploration Corporation. From 1974 to 1980, Dr. Long was
employed by Amax Exploration, Inc. in various capacities, including Systems

Engineer, Business Analyst and Business Manager. Dr. Long is affiliated with the
American Institute of Chemical Engineers and the American Institute of Mining
Engineers. He obtained a bachelors degree in Chemical and Petroleum Refining
Engineering and a Ph.D. in Mineral Economics from the Colorado School of Mines
in 1969 and 1974, respectively.

James I. Golla, 68, has been a director of the Corporation since
February, 1994. He also currently serves as a director of Apogee Minerals Ltd,
Rally Energy Corp. and Barton Bay Resources Inc. Mr. Golla was a journalist with
the Globe and Mail, Canada's national newspaper, from 1954 until his retirement
early in 1997.

George E. Hartman, 52, was elected a director of the Corporation in
March 1997. From 1995 until 1998, Mr. Hartman served as President of Planvest
Pacific Financial Corp. ("Planvest Pacific"), a Vancouver-based financial
planning firm with U.S. $1 billion of assets under management. Mr. Hartman also
served on the board of directors of Planvest Capital Corp., the parent of
Planvest Pacific. From 1998 until 2000, Mr. Hartman was Senior Vice President of
Financial Concept Group until the firm's sale to Assante Corporation, a North
American financial services industry consolidator. Mr. Hartman continues as
President of Hartman & Company, Inc., a firm he founded in 1991 which provides
consulting services to the financial services industry. Mr. Hartman is the
author of Risk is a Four-Letter Word--The Asset Allocation Approach to
Investing, a Canadian best-seller published in 1992, and is the author of its
sequel, Risk is STILL a Four Letter Word, released in 2000.

Robert Sheldon, 78, has been a director of the Corporation since June
1997. He also currently serves as a director of Aspen Exploration Corporation.
Since his retirement in 1988, Mr. Sheldon has performed consulting work for
several clients, including Newmont Exploration of Canada Limited. Mr. Sheldon
served as President of Newmont Exploration of Canada Limited and Vice President
of Newmont Mines Limited from 1975 until 1988 when he retired. Mr. Sheldon was
responsible for mineral exploration, appraisals and development of mining
properties throughout Canada for Newmont Mining Corporation, a natural resource
company with worldwide operations. Mr. Sheldon obtained a bachelors degree in
Geological Engineering from the University of British Columbia in 1948. He is a
member of the Association of Professional Engineers of British Columbia, the
American Institute of Mining and Metallurgy, the Canadian Institute of Mining
and Metallurgy, the Society of Mining Engineers, the British Columbia and Yukon
Chamber of Mines (past president) and the Engineers Club, Vancouver, British
Columbia (past president).

Executive Officers
------------------

The executive officers of the Corporation are William Long, C. Patrick
Costin, and Edward H. Dickinson. Certain information regarding Mr. Long is set
forth above under "Election of Directors - Directors." Certain information
regarding Messrs. Costin and Dickinson follows.

C. Patrick Costin, 58, was appointed a Vice President of the
Corporation in June 1996 and currently serves as the President and a director of
Fine Gold and MRS and Vice President of Altair Technologies, Inc. Mr. Costin
also served as the President of the wholly-owned subsidiary of the Corporation
formerly known as Mineral Recovery Systems, Inc. from March 1995 until its
merger with and into Fine Gold in June 1996. Mr. Costin is the chief executive
officer of Costin and Associates, a minerals consulting organization founded by
Mr. Costin in 1992 which specializes in identification and evaluation of North
American mine and mineral deposit acquisition opportunities. From 1982 to 1992,
Mr. Costin served as the manager of U.S. exploration for Rio Algom Ltd. Mr.

Costin's additional experience in the mining and minerals industry includes
Senior Mineral Economist for the Stanford Research Institute from 1977 to 1982,
Senior Geologist for Chevron Resources from 1975 to 1976, Senior Geologist for
Newmont Mining Corporation of Canada from 1967 to 1975, and Geologist for United
Keno Hill Mines Ltd. from 1965 to 1967. Mr. Costin obtained a bachelors degree
in Geological Engineering and a masters degree in Minerals Economics from the
Colorado School of Mines in 1965 and 1975, respectively.

Edward H. Dickinson, 54, was appointed Chief Financial Officer of the
Corporation in March 2000 and also currently serves as Secretary, Treasurer and
a director of MRS and Secretary and Treasurer of Altair Technologies, Inc. Mr.
Dickinson had previously served as Director of Finance of the Corporation since
August 1996. From 1994 to 1996, Mr. Dickinson was employed by the Southern
California Edison Company as a negotiator of non-utility power generation
contracts. Mr. Dickinson was Vice President and Director of Geolectric Power
Company during 1993 and 1994; and from 1987 through 1992 was the Director of
Finance and Administration for OESI Power Corporation. Prior to 1987, Mr.
Dickinson held various accounting and program management positions in the United
States Department of Energy. Mr. Dickinson, who is a certified public
accountant, obtained a Masters degree in Accounting from California State
University, Northridge in 1978.

Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------

Set forth below is information with respect to beneficial ownership of
Common Shares as of May 15, 2001 by persons known to the Corporation to own more
than 5% of the outstanding Common Shares, each of the Corporation's current
executive officers and directors, and by all current officers and directors of
the Corporation as a group. Unless otherwise indicated, each of the shareholders
named in the table has sole voting and investment power with respect to the
Common Shares identified as beneficially owned. The Corporation is not aware of
any arrangements, the operation of which may at a subsequent date result in a
change in control of the Corporation.

------------------------- -------------------------------------- ------------------------------ --------------------
Title of Class Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership(1) of Class(2)
------------------------- -------------------------------------- ------------------------------ --------------------

Common William P. Long (President, Chief 2,659,029(3) 13.5%
Executive Officer & Director)
57 Sunset Rim
Cody, Wyoming 82414
------------------------- -------------------------------------- ------------------------------ --------------------
Common C. Patrick Costin (Vice president) 1,083,333(4) 5.6%
1850 Aquila Avenue
Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common Edward H. Dickinson (Chief Financial 379,700(5) 1.9%
Officer)
2595 Sagittarius Drive
Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common James L. Golla (Director) 55,000(6) *
829 Terlin Boulevard
Mississauga, Ontario L5H 1T1
------------------------- -------------------------------------- ------------------------------ --------------------
Common George Hartman (Director) 50,000(7) *
404-168 Chadwick Court
North Vancouver, B.C. V7M 3L4
------------------------- -------------------------------------- ------------------------------ --------------------
Common Robert Sheldon (Director) 45,000(8) *
3720 Creery Avenue
West Vancouver, British Columbia
V7V 2M1
------------------------- -------------------------------------- ------------------------------ --------------------
Common Louis Schnur (Significant 1,246,070(9) 6.3%
Shareholder)
6941 South Western Ave.
Chicago, IL 60613
------------------------- -------------------------------------- ------------------------------ --------------------
Common All Directors and Officers as a 3,989,562(10) 19.4%
Group
(6 persons)
------------------------- -------------------------------------- ------------------------------ --------------------

* Represents less than 1% of the outstanding Common Shares.

(1) Includes all Common Shares issuable pursuant to the exercise or
conversion of options and warrants that are exercisable within 60 days
of May 15, 2001.
(2) Based on 19,244,318 Common Shares outstanding as of May 15, 2001.
Common Shares underlying options or other convertible securities are
deemed to be outstanding for purposes of calculating the percentage
ownership of the owner of such securities, but not for purposes of
calculating any other person's percentage ownership.
(3) Includes 46,000 Common Shares held by Dr. Long's daughter, 47,500
Common Shares held by Dr. Long's minor son, 287,500 Common Shares held
by the MBRT Trust, an irrevocable trust for the benefit of the minor
children of Dr. Long, and 125,000 Common Shares subject to warrants
held by the MBRT Trust. Dr. Long disclaims any beneficial interest in
such 506,000 Common Shares. Also includes 350,000 Common Shares subject
to presently exercisable options granted to Dr. Long pursuant to the
1996 Altair International Inc. Stock Option Plan (the "1996 Plan") and
150,000 Common Shares subject to presently exercisable options granted
to Dr. Long pursuant to the 1998 Altair International Inc. Stock Option
Plan (the "1998 Plan").
(4) Includes 225,000 Common Shares subject to presently exercisable options
granted to Mr. Costin pursuant to the 1996 Plan and 50,000 Common
Shares subject to presently exercisable options granted to Mr. Costin
pursuant to the 1998 Plan.
(5) Includes 250,000 Common Shares subject to presently exercisable options
granted to Mr. Dickinson pursuant to the 1996 Plan and 129,700 Common
Shares subject to presently exercisable options granted to Mr.
Dickinson pursuant to the 1998 Plan.
(6) Includes 35,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan and 20,000 Common Shares
subject to presently exercisable options granted to Mr. Golla pursuant
to the 1998 Plan.
(7) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1996 Plan and 20,000 Common
Shares subject to presently exercisable options granted to Mr. Hartman
pursuant to the 1998 Plan.
(8) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Sheldon pursuant to the 1996 Plan and 20,000 Common
Shares subject to presently exercisable options granted to Mr. Sheldon
pursuant to the 1998 Plan.
(9) Includes 420,833 presently exercisable warrants to purchase Common
Shares.
(10) Includes 910,000 Common Shares subject to presently exercisable options
granted to officers and directors pursuant to the 1996 Plan, 389,700
Common Shares subject to presently exercisable options granted to
officers and directors pursuant to the 1998 Plan, and 125,000 Common
Shares subject to warrants held by the MBRT Trust.

Executive Compensation
----------------------

(a) Compensation of Officers

The following table, presented in accordance with Regulation 14A
promulgated under the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), sets forth all annual and long-term compensation for
services rendered in all capacities to the Corporation for the fiscal years
ended December 31, 2000, December 31, 1999 and December 31, 1998 in respect of
William P. Long who was, at December 31, 2000, the President of the Corporation
and C. Patrick Costin who was, at December 31, 2000, the Vice President of the
Corporation. The Corporation had no other executive officer whose total salary
and bonuses during the fiscal year ended December 31, 2000 exceeded U.S.
$100,000.

Summary Compensation Table

------------------------------------------------------------------------------------------------------------------------------
Annual Compensation (1) Long Term Compensation

Restricted
Shares or Securities
Fiscal Other Restricted Under
Year Annual Share Units Options LTIP All Other
Name and Title Ended Salary (2) Bonus(2) Compensation Options Granted(3) Payouts Compensation
Dec. 31, (U.S.$) (U.S. $) (U.S.$) (#) (#) (U.S. $) (U.S.$)
------------------------- ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------

William P. Long, 2000 91,200 9,120 Nil Nil Nil Nil Nil
President
and Director
----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
1999 91,200 9,120 Nil Nil Nil Nil Nil
----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
1998 91,200 Nil Nil Nil 50,000(3) Nil Nil
------------------------- ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
C. Patrick Costin, Vice 2000 100,320 Nil Nil Nil Nil Nil Nil
President
----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
1999 95,160 Nil Nil Nil Nil Nil Nil
----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
1998 90,000 Nil Nil Nil 50,000(3) Nil Nil
------------------------------------------------------------------------------------------------------------------------------

(1) All compensation paid is stated in United States dollars.
(2) Bonus and salary amounts reflect amounts accrued and payable to Dr.
Long and Mr. Costin for each fiscal year in accordance with the terms
of their employment agreements with the Corporation. See "Executive
Compensation - Employment Contracts". Amounts actually paid to Dr. Long
in fiscal years 2000, 1999 and 1998 were U.S. $100,320, U.S. $100,320,
and U.S. $235,232, respectively. During 1998, the Corporation paid Dr.
Long U.S. $144,032 in addition to his salary of U.S. $91,200. This
amount represents salary, bonus and interest on such amounts
(calculated at 10% per annum) which were accrued and unpaid in previous
years.
(3) Options to purchase Common Shares granted pursuant to the 1998 Plan.

(b) Option Grants in 2000

There were no stock options or stock appreciation rights granted to Dr.
Long or Mr. Costin during the year ended December 31, 2000.

The following table provides information regarding options held by Dr.
Long and Mr. Costin as at December 31, 2000 and options exercised by them during
the year ended December 31, 2000:

--------------------------------------------------------------------------------------------------------------------------
Value of Unexercised
Unexercised Options at In-the-money Options at
Securities December 31, 2000 December 31, 2000
Acquired on Aggregate -------------- ----------------- -------------------- ----------------
Exercise Value Exercisable Unexercisable
Name (#) Realized (#) (#) Exercisable Unexercisable
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------

William P. Long, Nil Nil 250,000 Nil Nil N/A
President and 100,000 Nil Nil N/A
Director 50,000 Nil Nil N/A
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------
C. Patrick Costin, Nil Nil 125,000 Nil Nil N/A
Vice President 100,000 Nil Nil N/A
50,000 Nil Nil N/A
--------------------------------------------------------------------------------------------------------------------------

(d) Compensation of Directors

Directors who are not officers of the Corporation are paid U.S. $1,000
per meeting for their services as directors. During the year ended December 31,
2000, U.S. $5,000 was paid to directors of the Corporation for attending
meetings. Directors who are not officers are entitled to receive compensation to
the extent that they provide services to the Corporation at rates that would be
charged by such directors for such services to arm's length parties. No such
amounts were paid to directors during the year ended December 31, 2000 other
than amounts paid to Dr. Long set forth herein.

Directors of the Corporation and its subsidiaries are also entitled to
participate in the 1996 Plan and the 1998 Plan. As at May 15, 2001, the
Corporation had outstanding options to purchase 1,175,000 Common Shares under
the 1996 Plan, 435,000 of which have been granted to directors, and options to
purchase 2,431,700 Common Shares under the 1998 Plan, 210,000 of which have been
granted to directors.

(e) Employment Contracts

William P. Long, President of the Corporation, has entered into an
employment agreement with the Corporation dated January 1, 1998. The term of the
agreement commenced on January 1, 1998 and, unless earlier terminated, expires
on December 31, 2007. Pursuant to the agreement, Dr. Long is paid a salary of
U.S. $7,600 per month and an annual bonus, determined by the board of directors
of the Corporation, of not less than 10% of Dr. Long's annual compensation. In
the event the voting control of over 35% of the issued and outstanding Common
Shares is acquired by an individual or group (a "Change of Control") and Dr.
Long's employment agreement is terminated by the Corporation or Dr. Long within
180 days before the Change of Control or at any time thereafter, Dr. Long is
entitled to be issued 200,000 Common Shares. Absent a Change of Control, if Dr.
Long's employment agreement is terminated for any reason except by Dr. Long, by
mutual consent, by the Corporation for cause, or at the end of the term, Dr.
Long is entitled to be issued 200,000 Common Shares.

(f) Compensation Committee Interlocks and Insider Participation

The Corporation's executive compensation program is administered by the
board of directors of the Corporation as the Corporation does not have an
independent compensation committee. The board of directors of the Corporation
currently consists of William Long, Robert Sheldon, James Golla and George
Hartman. In addition to evaluating and approving employment contracts for key
employees throughout the year, the board of directors formally considered
compensation issues five times during the 2000 fiscal year in connection with
the authorization of grants of options to purchase Common Shares. Dr. Long is
the President of the Corporation. None of the other directors is an officer or
employee of the Corporation. Although certain members of the board are executive
officers, none participates in the determination of his own salary or bonus.

(g) Compensation Committee Report

Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the United States Securities Act of 1933,
as amended (the "Securities Act"), or the Exchange Act, that incorporates by
reference, in whole or in part, subsequent filings including, without
limitation, this Information Circular and Proxy Statement, the Compensation
Committee Report and the Performance Graph set forth below shall not be deemed
to be incorporated by reference into any such filings.

As required by the proxy rules promulgated by the Securities and
Exchange Commission (the "SEC") and applicable Canadian securities laws, this
Compensation Committee Report describes the overall compensation goals and
policies applicable to the executive officers of the Corporation, including the
basis for determining the compensation of executive officers for the 2000 fiscal
year.

Compensation Objectives and Policies

In determining the amount and composition of compensation for the
Corporation's executive officers, the board of directors is guided by several
factors. Because the Corporation has very few employees, compensation practices
are flexible in response to the needs and talents of the individual officer,
entrepreneurial, and geared toward rewarding contributions that enhance
shareholder value. Because the Corporation has no significant revenues from
operations and needs capital for research and development, the Corporation keeps
salaries and bonuses at levels that the Corporation believes are lower than many
of the Corporation's competitors and compensates employees (including executive
officers) primarily in the form of stock options. The extensive use of stock
options is also designed to align the interest of the executive officers and
other employees with the long-term interests of the Corporation and to attract
and retain talented employees who can enhance the Corporation's value.

Compensation Components

Annual Base Salary. The Corporation's compensation of its executive
officers consists of three components: base salary, bonuses, and long-term
incentive awards in the form of stock options. The board establishes base
salaries based primarily on its subjective judgment, taking into consideration
both qualitative and quantitative factors. Among the factors considered by the
board are: (i) the qualifications and performance of each executive officer;

(ii) the performance of the Corporation as measured by such factors as progress
in product development and increased shareholder value; (iii) salaries provided
by other companies inside and outside the industry that are of a comparable size
and at a similar development stage, to the extent known; and (iv) the capital
position and needs of the Corporation. The board does not assign any specific
weights to these factors in determining salaries. It does, however, try to keep
base salaries as low as possible, consistent with the needs and status of the
executive officers, in order to preserve capital for future growth and
development.

Incentive Bonuses. The Corporation also compensates its executive
officers in the form of bonuses. Pursuant to the terms of an employment
agreement executed by the Corporation and the Corporation's President, William
P. Long, Dr. Long is entitled to receive a bonus, the amount of which is
determined by the board of directors but in no event is less than ten percent of
his annual base salary. In addition, the Corporation may pay bonuses to other
executive officers or key employees in the future as a reward for significant
and specific achievements that have a significant impact on shareholder value.
Because the Corporation does not have a history of earnings per share, net
income, or other conventional data to use as a benchmark for determining the
amount or existence of bonus awards, the board generally makes such
determinations based on its subjective evaluation of each individual's
contribution to the Corporation. In some cases, however, bonuses payable to
individuals may be tied to specific criteria identified at the time of
engagement. In the 2000 fiscal year, no executive officer received a bonus
except that received by Dr. Long, as described in greater detail below. The
board's action was based on its conclusion that, despite the superior personal
performance of the executive officers, no cash incentive bonuses other than the
bonus paid to Dr. Long should be awarded in the 2000 fiscal year due to the lack
of revenue during the 2000 fiscal year.

Stock Options. The Corporation relies extensively on stock options to
compensate executive officers and other key employees. The 1996 Plan and the
1998 Plan are designed to give each option holder an interest in preserving and
maximizing shareholder value in the longer term, to reward option holders for
past performance and to give option holders the incentive to remain with the
Corporation long term. Individual grants are determined on the basis of the
board's assessment of an individual's current and expected future performance,
level of responsibilities, and the importance of his or her position with, and
contribution to, the Corporation. In the 2000 fiscal year, the board awarded
options to purchase 50,000 Common Shares to Mr. Dickinson, in order to ensure
that he has a continued interest in setting strategies and making decisions that
enhance shareholder value.

Chief Executive Compensation for 2000

Based on the board's subjective impression of the salaries of
presidents or chief executive officers of similarly situated development stage
companies (both in and outside the industry), the value of the Common Shares,
the Corporation's progress in finding a market niche and exploiting its assets,
and the board's subjective assessment of the contribution of Dr. Long, the board
of directors determined in January, 1998 to retain Dr. Long's base salary at
U.S. $7,600 per month and guarantee him a bonus equal to at least 10% of his
annual salary. Based on all of the aforementioned factors, but primarily the
Corporation's lack of significant revenue during the 2000 fiscal year, the board
determined to pay Dr. Long a bonus of U.S. $9,120 in respect of the 2000 fiscal
year, the minimum permitted under his employment contract.

The foregoing is submitted by the board of directors:

William P. Long
James Golla
Robert Sheldon
George Hartman

(h) Performance Graph

The following chart compares the total cumulative shareholder return
for U.S. $100 invested in the Common Shares with the total return of all shares
traded on the NASDAQ National Market and NASDAQ SmallCap Market (the "NASDAQ
Index") and the total return of shares included in the Standard & Poor's Metals
Mining Index (the "S&P Metals Mining Index"). The comparison is made for the
period commencing on December 31, 1996, the approximate date the Common Shares
were first registered under the Exchange Act.

(GRAPH OMITTED)

-------------------------------- ---------------- ---------------- --------------- ---------------- ----------------
Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1998 Dec. 31, 1999 Dec. 31, 2000
-------------------------------- ---------------- ---------------- --------------- ---------------- ----------------

Altair International Inc.
(NASDAQ)(1) 100 180 82 48 18
-------------------------------- ---------------- ---------------- --------------- ---------------- ----------------
NASDAQ Index 100 123 172 312 193
-------------------------------- ---------------- ---------------- --------------- ---------------- ----------------
S&P Metals Mining Index 100 66 46 86 59
-------------------------------- ---------------- ---------------- --------------- ---------------- ----------------

(1) The Common Shares commenced trading on the NASDAQ Small Cap Market on
March 24, 1997. The Common Shares commenced trading on the NASDAQ
National Market on January 26, 1998. The Common Shares traded on the
Alberta Stock Exchange until April 23, 1998 when they were voluntarily
delisted.

Audit Committee and Audit Committee Report
------------------------------------------

Audit Committee. The Corporation is required to have an audit
committee, the function of which is to recommend the Corporation's independent
auditors and to review the Corporation's accounting practices, controls and all
services performed by the independent auditors. The board of directors has
adopted a written charter for the audit committee, a copy of which is attached
hereto as Schedule I(1).

The audit committee was comprised of James Golla, George Hartman and
Robert Sheldon during the 2000 fiscal year and, if elected by the shareholders,
each such director is expected to be a member of the audit committee during
2001. The audit committee met once during the fiscal year ended December 31,
2000. All members of the audit committee are independent according to Nasdaq's
independent director and audit committee listing standards.

Audit Committee Report(1). The audit committee has reviewed and
discussed the audited financial statements for fiscal year 2000 with management
and the independent auditors. Specifically, the audit committee discussed with
the independent auditors the matters required to be discussed by Statements on
Auditing Standards No. 61, or SAS 61. In addition, the audit committee discussed
with the independent auditors the auditors' independence from management and the
Corporation, including the matters in the written disclosures and the letter
from the independent auditors required by the Independence Standards Board,
Standard No. 1.

Based on the review and discussions with management and the independent
auditors described above, the audit committee recommended to the board of
directors that the Corporation's audited financial statements be included in its
Annual Report on Form 10-K for the year ended December 31, 2000, for filing with
the Securities and Exchange Commission.

Audit Committee Members

James Golla
George Hartman
Robert Sheldon
-----------------------------

(1) This section is not "soliciting material," is not deemed "filed"
with the Securities and Exchange Commission, and is not to be incorporated by
reference in any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, each as amended, regardless of date or any
other general incorporation language in such filing.

Meetings of Directors and Nominating Committee
----------------------------------------------

During the fiscal year ended December 31, 2000, the board of directors
held two meetings, one of which was attended by all of the directors and the
second of which was attended by William Long, Robert Sheldon and James Golla.
George Hartman, who was not in attendance at one of the board of director's two
meetings, consented in writing to the transaction of business at the meeting. In
addition, the board of directors considered and acted on various matters
throughout the year by executing twelve consent resolutions by unanimous written
consent. The Corporation does not maintain a standing nominating committee of
the board of directors.

Compliance with Section 16(a) of the United States Exchange Act
---------------------------------------------------------------

Section 16(a) of the Exchange Act requires the Corporation's officers
and directors to file reports concerning their ownership of Common Shares with
the SEC and to furnish the Corporation with copies of such reports. Based solely
upon the Corporation's review of the reports required by Section 16 and
amendments thereto furnished to the Corporation, the Corporation believes that
all reports required to be filed pursuant to Section 16(a) of the Exchange Act
were filed with the SEC on a timely basis, except for the following: A Form 4
with respect to 125,000 common shares and 125,000 warrants to purchase common
shares purchased by MBRT Trust on August 4, 2000 was due on September 10, 2000
but was not filed until April 30, 2001. The MBRT Trust is an irrevocable trust
established by William P. Long, President of the Company, and is administered by
an independent trustee for the benefit of the children of Mr. Long. Mr. Long
disclaims any beneficial interest in the common shares owned by the MBRT Trust.

Certain Relationships and Related Transactions
----------------------------------------------

The Corporation has entered into a consulting agreement with SRI
Consulting ("SRI") under which SRI has agreed to make available to the
Corporation the services of Dr. Eugene Thiers, a specialist on titanium and
titanium dioxide, to provide advice on global tehnoeconomic and market issues.
The aggregate amount paid by the Corporation to SRI under the consulting
agreement during the year ended December 31, 2000 was $40,000. Dr. Thiers serves
as a member of the board of directors of Altair Technologies, Inc., a
wholly-owned subsidiary of the Corporation, for which he has received options to
purchase 250,000 Common Shares.

Indebtedness of Officers and Directors to the Corporation
---------------------------------------------------------

No officer or director of the Corporation was indebted to the
Corporation as of December 31, 2000 or as at the date of this Information
Circular.

Interest of Insiders in Material Transactions
---------------------------------------------

Except as otherwise disclosed herein, no insider of the Corporation has
any interest in material transactions involving the Corporation.

Vote Required
-------------

In connection with the election of directors, the four nominees
receiving the highest number of votes will be elected.

PROPOSAL NO. 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Ratification of the appointment by the board of directors of Deloitte &
Touche LLP as the independent public accountants for the Company for the fiscal
year ending December 31, 2001, and authorization of the board of directors to
set their remuneration, is to be voted upon at the Meeting. Representatives of
Deloitte & Touche LLP are not expected to be present at the Meeting to answer
questions.

Change of Independent Auditors
------------------------------

McGovern, Hurley, Cunningham, LLP, Chartered Accountants, the
independent public accountants initially retained by the Corporation for the
fiscal year ended December 31, 2000, were dismissed as of March 20, 2001. The
decision to change the Corporation's independent public auditors was recommended
by management and approved by the board of directors and the audit committee of
the Corporation. In connection with the audit of the Corporation's financial
statements for the fiscal years ended December 31, 1999 and December 31, 1998
and the subsequent interim period ended March 20, 2001, there were no
disagreements with McGovern, Hurley, Cunningham on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreement if not resolved to McGovern, Hurley, Cunningham's
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement. The audit reports of
McGovern, Hurley, Cunningham on the consolidated financial statements of the
Corporation and its subsidiaries as of and for the fiscal years ended December
31, 1999 and December 31, 1998 did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles.

Pursuant to the recommendation of management and the approval of the
board of directors and audit committee of the Corporation, the Corporation
appointed Deloitte & Touche LLP as the Corporation's independent public
accountants for the fiscal year ended December 31, 2000. No consultations
occurred between the Corporation and Deloitte & Touche during the two fiscal
years and any interim period preceding the appointment of Deloitte & Touche
regarding the application of accounting principles, the type of audit opinion
that might be rendered or other accounting, auditing or financial reporting
issues. The Corporation engaged Deloitte & Touche effective March 20, 2001.

Audit Fees
----------

The Corporation was billed $120,000 for professional services rendered
for the audit of its financial statements for the year ended December 31, 2000
and the review of the financial statements included in the Corporation's
quarterly reports for such year. Neither of the principal accountants engaged
with respect to the 2000 fiscal year were commissioned to provide any services
other than the audit and review services described above.

Vote Required and Recommendation of the Board of Directors
----------------------------------------------------------

The affirmative vote of a majority of the votes cast on this proposal
shall constitute ratification of the appointment of Deloitte & Touche LLP. Under
the Business Corporations Act (Ontario), once a quorum is established,
shareholder approval with respect to a particular resolution is generally
obtained when the votes cast in favour of the proposal exceed the votes cast
against such proposal. Accordingly, abstentions and broker non-votes will not
have the effect of being considered as votes cast against the ratification of
the appointment of Deloitte & Touche LLP.

The board of directors recommends a vote FOR ratification of the
appointment of Deloitte & Touche LLP as independent public accountants for the
fiscal year ending December 31, 2001 and authorization of the board of directors
to set their remuneration.

OTHER MATTERS

Proposals of Shareholders
-------------------------

In order to be included in the proxy statement and form of proxy
relating to the Corporation's annual meeting of shareholders to be held in 2002,
proposals which shareholders intend to present at such annual meeting must be
received by the corporate secretary of the Corporation, at the Corporation's
executive offices, 1725 Sheridan Avenue, Suite 140, Cody, Wyoming 82414, no
later than January 23, 2002. Pursuant to rules adopted by the SEC, if a
shareholder intends to propose any matter for a vote at the Corporation's annual
meeting of shareholders to be held in the 2002 calendar year, but fails to
notify the Corporation of such intention prior to April 18, 2002, then a proxy
solicited by the board of directors may be voted on such matter in the
discretion of the proxy holder, without discussion of the matter in the proxy
statement soliciting such proxy and without such matter appearing as a separate
item on the proxy card.

Undertakings
------------

Upon written or oral request, the Corporation will provide, without
charge, to each person to whom a copy of this Information Circular has been
delivered, a copy of the Corporation's Annual Report on Form 10-K, as amended by
Amendment No. 1 on Form 10-K/A, for the year ended December 31, 2000 filed with
the SEC (other than the exhibits except as expressly requested). Requests should
be directed to Ed Dickinson, Chief Financial Officer, at 230 South Rock
Boulevard, Suite 21, Reno, Nevada 89502, U.S.A., or at the following telephone
number: (775) 857-1966.

Items Incorporated By Reference
-------------------------------

The Corporation has delivered herewith a copy of the Corporation's
Annual Report for the fiscal year ended December 31, 2000, including the
financial statements and schedules thereto. The supplementary financial
information, management's discussion and analysis of financial condition and
results of operations, and audit report and financial statements from such
Annual Report are incorporated in this Information Circular by reference.

* * * * * * * * *

The contents and sending of this Information Circular have been
approved by the directors of the Corporation.

DATED as of the 22nd day of May, 2001.

ALTAIR INTERNATIONAL INC.

By: /s/ William Long
--------------------
William Long, President

SCHEDULE I

AUDIT COMMITTEE CHARTER

ALTAIR INTERNATIONAL INC.

[see attached]

ALTAIR INTERNATIONAL INC.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

May 24, 2000

I. COMPOSITION AND POLICIES

One committee of the Board of Directors of Altair International Inc.
(the "Company") will be known as the Audit Committee. The primary function of
the Audit Committee is to assist the Board in fulfilling its oversight
responsibilities by reviewing the financial information that will be provided to
the shareholders of the Company and others. The following are the primary
operating policies of the Audit Committee.

o The Audit Committee shall be composed of three or more outside and
independent members of the Board of Directors and shall elect a Chairperson
from among their members to serve in that capacity until a new Chairperson
is elected. Members of the Audit Committee shall be appointed and removed
by action of the Board of Directors. All Audit Committee members shall be
independent of management and the Company. They shall be considered
independent if they have no relationship that may interfere with the
exercise of their independence from management of the Company, as defined
by the current NASD listing standards. All Audit Committee members shall be
financially literate, or shall be able to become so literate in a
reasonable amount of time, and at least one member shall have finance,
accounting or related employment experience. Financial literacy, at a
minimum, includes the ability to read the Company's balance sheet, income
statement, and cash flow statement.

o The Audit Committee shall hold such meetings as deemed necessary but shall
meet a minimum of once per calendar year. Minutes of all Audit Committee
meetings shall be taken and approved at subsequent meeting.

o Upon the request of the Company's independent auditors, the Chairperson of
the Audit Committee shall convene a meeting of the Audit Committee to
consider any matters such auditors believe should be brought to the
attention of the Audit Committee, the Board of Directors or stockholders of
the Company.

o The Audit Committee has the authority to direct and supervise an
investigation into any matter, including the authority to retain outside
counsel or other professional services. The independent auditors are
accountable to the Audit Committee, and the Audit Committee shall, upon
consulting with the Board of Directors and subject to stockholder approval,
have the ultimate power to hire or remove the independent auditors.

o The Audit Committee must report its actions to the full board of directors
and may make appropriate recommendations regarding systems of internal
financial controls and audit procedures.

II. FUNCTIONS AND DUTIES

The Audit Committee is charged with the responsibility for:

1. Reviewing with management and the independent auditors the annual
financial statements to be included in the annual report (Form 10-K)
filed with the Securities and Exchange Commission, including their
judgments about the quality and acceptability of accounting principles,
the reasonableness of significant judgments, and the clarity of the
related disclosures. Also, the Audit Committee shall discuss the result
of the annual audit and any other matters required to be communicated
to the Audit Committee by the independent auditors under generally
accepted auditing standard;

2. Selecting, upon consultation with the Board of Directors and subject to
stockholders' approval, the Company's independent auditors, including
review of any fees paid to independent auditors;

3. Obtaining from the independent auditors a written statement outlining
their relationships with the Company pursuant to Independence Standard
Board Standard No. 1 (attached hereto) and actively engaging in a
dialogue with the independent auditors regarding matters that might
reasonably be expected to affect their independence with the Company;

4. Confirming the independence of the independent auditors;

5. Reviewing annually the combined audit plans of the independent auditors
and internal auditors;

6. Meeting with the independent auditors at the completion of their annual
examination to review their evaluation of the financial reporting and
internal controls of the Company and nay changes required in the
originally planned audit program;

7. Meeting with the internal auditors on an ongoing basis to review;

(1) Audit results;
(2) Reports on exposures/controls, irregularities and control
failures;
(3) The disposition of recommendations for improvements in
internal control made by internal and external auditors; and
(4) Any changes required in the originally planned audit program.

8. Reviewing the reports of examinations by regulatory authorities;

9. Monitoring the Company's policies and procedures for the review of
expenses and perquisites of selected members of senior management;

10. Overseeing the monitoring of the Company's code of conduct;

11. Performing any special review, investigations or oversight
responsibilities required by the Board of Directors or its Chairperson;

12. Reporting at least once annually to the Board of Directors on the
results of the activities of the Audit Committee, as well as reporting
to shareholders as required in annual meeting proxies;

13. Considering comments by the independent auditors suggesting
improvements in internal accounting controls and the response by
management to such comments;

14. Reviewing this Charter at least annually to re-assess its adequacy and
update its provisions to comply with any changes in NASD listing
standards, SEC law, any other mandatory requirement, or with current
"best practices" standard within the financial reporting industry; and

15. Performing any other task or duty necessary to comply with the law, the
Company's bylaws, or other responsibilities given to the audit
Committee by the full board of directors.

III. AUTHORITY OF THE AUDIT COMMITTEE

The Audit Committee shall have all authority necessary to accomplish
the duties enumerated in this charter, including duties that are incident to the
duties described herein. The Audit Committee has the authority to consult with
internal or outside legal or other professional counsel to obtain an opinion on
any accounting practice, legal standard, or other question that arises within

the scope of performing Audit Committee duties. Funding shall be provided to the
Audit Committee in order to allow it to complete its duties under this charter
and/or to seek the professional services or consultation it requires. The Audit
Committee is authorized to review all books and records of the Company and to
consult with all employees of the Company.

Adopted by unanimous consent of the Board of directors of Altair
International Inc. on the 24th day of May 2000.

PROXY

Altair International Inc.
Annual Meeting Of Shareholders

June 22, 2001

This Proxy Is Solicited By The Management Of
Altair International Inc.

The undersigned shareholder of Altair International Inc. (the
"Corporation") hereby nominates, constitutes and appoints William P. Long,
President and director, or failing him, James Golla, director, or instead of any
of them, ___________________________, as nominee of the undersigned to attend
and vote for and on behalf of the undersigned at the annual meeting of
shareholders of the Corporation (the "Meeting") to be held on the 22nd day of
June, 2001 and at any adjournment or adjournments thereof, to the same extent
and with the same power as if the undersigned were personally present at the
said meeting or such adjournment or adjournments thereof, and without limiting
the generality of the power hereby conferred, the nominees are specifically
directed to vote the shares represented by this proxy as indicated below.

The shares represented by this proxy will be voted and, where
a choice is specified, will be voted as directed. Where no choice is specified,
this proxy will confer discretionary authority and will be voted in favor of the
resolutions referred to on the reverse side.

This proxy also confers discretionary authority to vote in
respect of any amendments or variations to the matters identified in the Notice
of Meeting or any other matter which may properly come before the Meeting about
which the Corporation does not know as of the date this proxy is mailed and in
such manner as such nominee in his judgement may determine.

A shareholder has the right to appoint a person to attend and
act for him and on his behalf at the Meeting other than the persons designated
in this form of proxy. Such right may be exercised by filling the name of such
person in the blank space provided and striking out the names of management's
nominees, or by completing another proper form of proxy and, in either case,
depositing the proxy as instructed below.

To be valid, this proxy must be received by the transfer agent
at the address indicated on the enclosed envelope not later than 48 hours
(excluding Saturdays and holidays) before the time of holding the Meeting or
adjournment thereof, or delivered to the chairman on the day of the Meeting or
adjournment thereof.

[See Reverse Side]

The nominees are directed to vote the shares represented by this proxy as
follows:

1. ELECTION OF DIRECTORS, each to serve until the next annual meeting
of shareholders of the Corporation and until their respective successor shall
have been duly elected and shall qualify:

FOR all nominees listed below (except as marked to the contrary).

WITHHOLD AUTHORITY to vote for all nominees listed below.

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)

William Long James Golla

George Hartman Robert Sheldon

2. Proposal in respect to the appointment of Deloitte & Touche LLP as
independent auditors of the Corporation for the fiscal year ending December 31,
2001 and to authorize the board of directors to fix their remuneration.

FOR AGAINST WITHHOLD

3. At the nominee's discretion upon any amendments or variations to
matters specified in the notice of the Meeting or upon any other matters as may
properly come before the Meeting or any adjournments thereof about which the
Corporation does not know as of the date this proxy is mailed.

The shares represented by this proxy will be voted in accordance with
the instructions given on any vote or ballot called at the Meeting.
Unless a specific instruction is indicated, said shares will be voted
for confirmation and/or approval of the matters specified in items 1
and 2, all of which are set forth in the accompanying Management
Information Circular and Proxy Statement, receipt of which is hereby
acknowledged.

This proxy revokes and supersedes all proxies of earlier date.

DATED this ____ day of ________________ , 2001.

PRINT NAME: _______________________________

SIGNATURE: ________________________________

NOTES:

1. This proxy must be signed by the shareholder or his attorney duly authorized
in writing, or if the shareholder is a corporation, by the proper officers or
directors under its corporate seal, or by an officer or attorney thereof duly
authorized.

2. A person appointed as nominee to represent a shareholder need not be a
shareholder of the Corporation.

3. If not dated, this proxy is deemed to bear the date on which it was mailed on
behalf of the management of the Corporation.

4. Each shareholder who is unable to attend the Meeting is respectfully
requested to date and sign this form of proxy and return it using the
self-addressed envelope provided.

ALTAIR INTERNATIONAL INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of
the shareholders of Altair International Inc. (the "Corporation") will be held
at the Board of Trade of Metropolitan Toronto, Downtown Club, 3 First Canadian
Place, Toronto, Ontario M5X 1C1, Boardroom C, on Friday, the 22nd day of June,
2001, at the hour of 10:00 o'clock in the morning (Toronto time) for the
following purposes:

(1) To receive the audited financial statements of the Corporation for the
twelve months ended December 31, 2000, together with the report of the
auditors thereon;

(2) To elect directors;

(3) To appoint auditors and to authorize the directors to fix their
remuneration; and

(4) To transact such further or other business as may properly come before
the Meeting or any adjournment or adjournments thereof.

This notice is accompanied by a form of proxy, a copy of the Management
Information Circular and Proxy Statement, the annual report to shareholders of
the Corporation containing the audited consolidated financial statements of the
Corporation for the twelve months ended December 31, 2000, and a supplemental
mailing list form.

Shareholders who are unable to attend the Meeting in person are
requested to complete, date, sign and return the enclosed form of proxy so that
as large a representation as possible may be had at the Meeting.

DATED at Toronto, Ontario as of the 22nd day of May, 2001.

BY: ORDER OF THE BOARD

By: /s/ William P. Long
-----------------------
William P. Long, President