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.

--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)




--------------------------------------------------------------------------------
     (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.

         1)      Title of each class of securities to which transaction applies:
         2)      Aggregate number of securities to which transaction applies:
         3)      Per  unit  price  or other  underlying  value  of  transaction
                 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):

         4)      Proposed maximum aggregate value of transaction:
         5)      Total fee paid:

[ ]      Fee paid previously with preliminary materials.

[ ]      Check box if any part of the fee is offset as provided by Exchange  Act
         Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
         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:
         2)       Form, Schedule or Registration Statement No.:
         3)       Filing Party:
         4)       Date Filed:

================================================================================




                            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 AND SPECIAL  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, 2001 are first
being mailed to the shareholders of the Corporation on or about May 10, 2002. It
is expected  that the  solicitation  will be primarily by mail,  but proxies may
also be solicited personally,  by email, by facsimile 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.



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  FIVE
NOMINEES  FOR  DIRECTOR,   (II)  TO  APPOINT   DELOITTE  &  TOUCHE  LLP  AS  THE
CORPORATION'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002,
(III) TO APPROVE THE PROPOSED  REDOMESTICATION  RESOLUTION,  AND (IV) TO APPROVE
THE NEW GENERAL BY-LAW. 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 FOUR 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 April 15, 2002, the  Corporation  had issued and
outstanding 22,977,122 Common Shares.

         The  Corporation  shall make a list of all persons  who are  registered
holders of Common  Shares on May 7, 2002 (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.

                                        2



         Under the Business  Corporations  Act (Ontario)  (the  "OBCA"),  once a
quorum is established,  in connection  with the election of directors,  the five
nominees  receiving  the highest  number of votes will be  elected.  In order to
approve  each of the  proposal  in respect  of the  appointment  of  independent
auditors and the  proposal to adopt the new by-law,  the votes cast in favour of
such  proposal  must  exceed the votes  cast  against.  In order to approve  the
redomestication  resolution,  two-thirds of the votes cast must be cast in favor
of the proposal.  Abstentions  and broker  non-votes will not have the effect of
being  considered  as votes cast  against any of the matters  considered  at the
Meeting.

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.




      --------------------------------------------------------------------------------------------------------
                             Year Ended December 31,

      --------------------------------------------------------------------------------------------------------
                          2001           2000              1999               1998                1997
      --------------------------------------------------------------------------------------------------------
                       (Each U.S. Dollar Purchases the Following Number of Canadian Dollars)
      --------------------------------------------------------------------------------------------------------

                                                                                  
          High           1.6023         1.5600            1.5302             1.5770              1.4398
      -------------- --------------- -------------- ------------------- ------------------ -------------------

           Low           1.4933         1.4350            1.4440             1.4075              1.3392
      -------------- --------------- -------------- ------------------- ------------------ -------------------

         Average         1.5519         1.4871            1.4827             1.4894              1.3849
      -------------- --------------- -------------- ------------------- ------------------ -------------------

        Year End         1.5925         1.4995            1.4440             1.5375              1.4288
      --------------------------------------------------------------------------------------------------------


                     PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

         The  Articles of  Incorporation  of the  Corporation,  as amended  (the
"Articles"),  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 OBCA  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.  See "Proposal
NO. 4 - Approval of New By-law" for a discussion  of how the number of directors
will be affected by the proposal to approval a new by-law.

                                        3



         At the Meeting,  shareholders of the Corporation will be asked to elect
five 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                       Chief Executive        Since 1988                        2,408,029 (2)
Cody, Wyoming                      Officer & Director
-------------------------------------------------------------------------------------------------------------------

James Golla                        Director               Since 1994                           55,000 (3)
Mississauga, Ontario
-------------------------------------------------------------------------------------------------------------------

George Hartman                     Director               Since 1997                           45,000 (4)
Lindsay, Ontario
-------------------------------------------------------------------------------------------------------------------

Robert Sheldon                     Director               Since 1997                           45,000 (5)
Half Moon Bay, British Columbia
-------------------------------------------------------------------------------------------------------------------

Edward Dickinson                   Chief Financial        First Time Nominee                  379,700 (6)
Reno, Nevada                       Officer and Nominee
-------------------------------------------------------------------------------------------------------------------


(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  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 412,500 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 20,000 Common Shares subject to presently  exercisable options
         granted to Mr. Golla pursuant to the 1996 Plan and 35,000 Common Shares
         subject to presently  exercisable options granted to Mr. Golla pursuant
         to the 1998 Plan.

(4)      Includes 45,000 Common Shares subject to presently  exercisable options
         granted to Mr. Hartman pursuant to the 1998 Plan.
(5)      Includes 45,000 Common Shares subject to presently  exercisable options
         granted to Mr. Sheldon pursuant to the 1998 Plan.

(6)      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.

         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.

                                        4



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

Directors

---------

         William P. Long, 55, was President from 1998 until April 2002, at which
time he was replaced as President and was appointed to the newly created  office
of Chief Executive Officer. Dr. Long has also been 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  Nanomaterials,  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,  69,  has been a  director  of the  Corporation  since
February,  1994. He also currently  serves as a director of Apogee Minerals Ltd,
European  Gold  Resources  Inc.  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,  53, 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,  79, 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


                                        5



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).

         Edward H. Dickinson,  55, was appointed Chief Financial  Officer of the
Corporation  in March 2000 and was  appointed  Secretary  in June 2001.  He also
currently serves as Secretary, Treasurer and a director of MRS and Secretary and
Treasurer of Altair  Nanomaterials,  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.

Executive Officers

------------------

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

         Rudi E.  Moerck,  55,  was  appointed  as Vice  President  of  Business
Development of the  Corporation in January 2002 and was promoted to President of
the Corporation in April 2002. Prior to joining the Corporation,  in April 1997,
Dr.  Moerck  founded  www.Smrtdoc.com,  a  consulting  services  provider to the
pharmaceutical,   virtual  pharmaceutical  and  fine  chemical  industries.  Key
assignments at www.Smrtdoc.com have included commercial development projects and
mergers and acquisitions.  Dr. Moerck also held key senior management positions,
including  Senior  Vice  President  and  General  Manager as well as Senior Vice
President of Sales and Marketing with  Catalytica  Pharmaceuticals  between June
1998 and January 2002. In 2000, DSM of the Netherlands  purchased Catalytica for
$800 million. Prior to joining Catalytica  Pharmaceuticals,  Dr. Moerck held the
position  of  President  of  Salsbury   Chemicals,   a  subsidiary   of  Cambrex
Corporation,   from  1996-1997  and  held  the  position  of  President  of  the
Pharmaceuticals  and Fine  Chemicals  Group of Cambrex from  1997-1998.  Degussa
Corporation and Degussa AG employed Dr. Moerck for 13 years during which he held
various  positions of increasing  responsibility,  which included the successful
green field launch of Degussa's hydrogen peroxide business in North America. Dr.
Moerck  obtained a bachelors  degree in  Biology/Chemistry  from  Florida  South
College in 1969 and a Ph.D. in Organic  Chemistry from  University of Florida in
1975, and completed  Postdoctoral  Fellowships at Ohio State University  between
1975 and 1979.

                                        6



         C.  Patrick  Costin,   59,  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  Nanomaterials,  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.

Key Employees

-------------

         In addition to its directors and executive  officers,  the  Corporation
believes   that  the   performance   of  Kenneth   Lyon,   President  of  Altair
Nanomaterials,  Inc. is  important  to the success of the  Corporation.  Certain
information regarding Mr. Lyon is set forth below:

         Kenneth E. Lyon, 61, was appointed  President of Altair  Nanomaterials,
Inc., a wholly-owned  subsidiary of the  Corporation,  in August 2000.  Prior to
joining  Altair  Nanomaterials  as an  officer,  Mr.  Lyon  provided  consulting
services to Altair  Nanomaterials  from November  1999 to August 2000.  Prior to
commencing work with Altair Nanomaterials, Mr. Lyon founded and was president of
Idaho Chemical  Industries,  a chemical  distribution  and plastics  fabrication
company, from December 1986 to December 1999. From June 1996 to August 2000, Mr.
Lyon also  consulted  with  Project  Resources  Group for Nippon Sheet Glass and
Sumitomo  Corporation.  Prior to founding  Idaho Chemical  Industries,  Mr. Lyon
worked at  Morrison-Knudsen  Company for nine years where he worked to develop a
new business in Chemical and Energy  Engineering and held a variety of positions
including   Director  of  Synthetic  fuels   development,   Process   Facilities
Manager-Chevron  Shale oil project,  Director of  Marketing of MK  Industrial/MK
Furgason,  and General Manager of Marketing Latin America. Mr. Lyon was Chairman
of the Advisory  Counsel of the Technical and  Industrial  Extension  Service of
Boise  State  University  from  June  1994 to  December  1998 and  Public  Works
Commissioner  for the City of Boise from June 1989 to  November  1999.  Mr. Lyon
received  a  bachelors  of  science  degree  in  chemical  engineering  from the
University of Idaho in 1962.

                                        7



Security Ownership of Certain Beneficial Owners and Management

--------------------------------------------------------------

         Set forth below is information with respect to beneficial  ownership of
Common  Shares as of April 15, 2002 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 (Chief Executive               2,408,029(3)                  10.2%
                          Officer & Director)
                          57 Sunset Rim
                          Cody, Wyoming  82414
--------------------------------------------------------------------------------------------------------------------

Common                    Dr. Rudi E. Moerck (President)                                                 *
                          25107 Callaway                                    27,500(4)
                          San Antonio, TX 78258
--------------------------------------------------------------------------------------------------------------------

Common                    C. Patrick Costin (Vice president)             1,083,333(5)                   4.5%
                          1850 Aquila Avenue
                          Reno, Nevada 89509
--------------------------------------------------------------------------------------------------------------------

Common                    Edward H. Dickinson (Chief Financial             379,700(6)                   1.6%
                          Officer and Nominee)
                          2595 Sagittarius Drive
                          Reno, Nevada 89509
--------------------------------------------------------------------------------------------------------------------

Common                    James L. Golla (Director)                         55,000(7)                    *
                          829 Terlin Boulevard
                          Mississauga, Ontario L5H 1T1

--------------------------------------------------------------------------------------------------------------------

Common                    George Hartman (Director)                         45,000(8)                    *
                          77 Durham Street West
                            Lindsay, Ontario K9V 2P8

--------------------------------------------------------------------------------------------------------------------

Common                    Robert Sheldon (Director)                         45,000(9)                    *
                          8789 Redrooffs Road

                         Half Moon Bay, British Columbia

                          V0N 1Y0

--------------------------------------------------------------------------------------------------------------------

Common                    Louis Schnur (Significant                      2,457,982(10)                  9.9%
                          Shareholder)
                          6941 South Western Ave.
                          Chicago, IL  60613
--------------------------------------------------------------------------------------------------------------------

Common                    All Directors and Officers as a                4,043,562(11)                 16.6%
                          Group
                          (7 persons)
--------------------------------------------------------------------------------------------------------------------


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

                                        8



(1)      Includes  all  Common  Shares  issuable  pursuant  to the  exercise  or
         conversion of options and warrants that are exercisable  within 60 days
         of April 15, 2002.

(2)      Based on  22,977,122  Common Shares  outstanding  as of April 15, 2002.
         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  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 412, 500 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 25,000 Common Shares subject to presently  exercisable options
         granted to Mr. Moerck pursuant to the 1998 Plan.
(5)      Includes 100,000 Common Shares subject to presently exercisable options
         granted to Mr.  Costin  pursuant  to the 1996 Plan and  175,000  Common
         Shares subject to presently  exercisable  options granted to Mr. Costin
         pursuant to the 1998 Plan.

(6)      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.

(7)      Includes 20,000 Common Shares subject to presently  exercisable options
         granted to Mr. Golla pursuant to the 1996 Plan and 35,000 Common Shares
         subject to presently  exercisable options granted to Mr. Golla pursuant
         to the 1998 Plan.

(8)      Includes 45,000 Common Shares subject to presently  exercisable options
         granted to Mr. Hartman pursuant to the 1998 Plan.

(9)      Includes 45,000 Common Shares subject to presently  exercisable options
         granted to Mr. Sheldon pursuant to the 1998 Plan.

(10)     Includes 1,850,982  presently  exercisable  warrants to purchase Common
         Shares.   Mr.  Schnur's   warrants  are  all  subject  to  a  provision
         prohibiting  exercise of such  warrants  if, after such  exercise,  Mr.
         Schnur would  beneficially own more than 9.9% of the ourstanding Common
         Shares.  But for  the  effect  of  such  provision,  Mr.  Schnur  would
         beneficially  own  3,189,500  Common  Shares   (2,582,500   subject  to
         warrants),  representing  12.4%  of the  Common  Shares  that  would be
         outstanding were such warrants exercised.

(11)     Includes 720,000 Common Shares subject to presently exercisable options
         granted to officers and  directors  pursuant to the 1996 Plan,  604,700
         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 and its subsidiaries for
the fiscal years ended  December  31,  2001,  December 31, 2000 and December 31,
1999 in respect of William P. Long who was, at December 31, 2001,  the President
of the  Corporation,  and C. Patrick  Costin who was, at December 31, 2001,  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,
2001 exceeded U.S. $100,000.  The table also sets forth all annual and long-term
compensation for services  rendered in all capacities to the Corporation and its
subsidiaries for the fiscal years ended December 31, 2001, December 31, 2000 and
December 31, 1999 in respect of Kenneth E. Lyon,  who was, at December 31, 2001,
the President of Altair  Nanomaterials,  Inc., a wholly owned  subsidiary of the
Corporation.

                                        9


                           Summary Compensation Table


                                           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, Chief       2001         91,200     9,120         Nil          Nil        100,000        Nil         Nil
Executive Officer and
Director
------------------------------------------------------------------------------------------------------------------------------
                             2000         91,200     9,120         Nil          Nil            Nil        Nil         Nil
------------------------------------------------------------------------------------------------------------------------------
                             1999         91,200     9,120         Nil          Nil            Nil        Nil         Nil
------------------------------------------------------------------------------------------------------------------------------
C. Patrick Costin, Vice      2001        100,320       Nil         Nil          Nil        125,000        Nil         Nil
President
------------------------------------------------------------------------------------------------------------------------------
                             2000        100,320       Nil         Nil          Nil            Nil        Nil         Nil
------------------------------------------------------------------------------------------------------------------------------
                             1999         95,160       Nil         Nil          Nil            Nil        Nil         Nil
------------------------------------------------------------------------------------------------------------------------------
Kenneth E. Lyon              2001        103,846       Nil         Nil          Nil         30,000        Nil         Nil
President of Altair
Nanomaterials Inc.
------------------------------------------------------------------------------------------------------------------------------
                             2000         49,500       Nil         Nil          Nil         20,000        Nil         Nil
------------------------------------------------------------------------------------------------------------------------------
                             1999            Nil       Nil         Nil          Nil        100,000        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  for  each  fiscal  year  in  accordance  with  the  terms  of his
         employment agreement with the Corporation.  See "Executive Compensation
         - Employment  Contracts."  Amounts  actually paid to Dr. Long in fiscal
         years 2001, 2000 and 1999 were U.S. $91,200,  U.S.  $100,320,  and U.S.
         $100,320, respectively

(b)      Option Grants in 2001

         The  following  table  provides  details with respect to stock  options
granted to Dr. Long,  Mr. Costin and Mr. Lyon during the year ended December 31,
2001:



----------------------------------------------------------------------------------------------------------------------
                                                                    Market Value

                                            % of Total                  of                     Potential Realizable
                                              Options               Securities                Value at Assumed Rates
                                             Granted to             Underlying                    of Share Price
                     Securities               Employees  Exercise   Options on                 Appreciation for
                       Under                     in      Price per  the Date of                  Option Term
                      options                Financial    Share        Grant      Expiration         (US$)
       Name           Granted   Grant Date      Year      (US$)        (US$)        Date         5%          10%
----------------------------------------------------------------------------------------------------------------------
William P. Long,
                                                                                   
CEO and Director      100,000     01/01/01      8.8%       2.00       1.50       01/01/06      (8,558)      41,577
----------------------------------------------------------------------------------------------------------------------

C. Patrick Costin,
Vice President        125,000     11/08/01     11.0%       2.50       1.40       11/08/06     (89,151)     (30,661)
----------------------------------------------------------------------------------------------------------------------
                       30,000      7/17/01      2.6%       2.25       2.25        7/17/06      18,649       41,209
Kenneth E. Lyon
President of
Altair
Nanomaterials Inc.
----------------------------------------------------------------------------------------------------------------------

                                       10



         On March 6, 2001,  the board  approved an  extension of the expiry date
from May 27, 2001 to November 27, 2002 for 250,000  options held by Mr. Long. On
the same date,  the board also  approved  an  extension  of the expiry date from
March 7, 2001 to September 7, 2001 for 125,000 options held by Mr. Costin.

(c)      Aggregated Option Exercises and Year-end Option Values

         The following table provides information  regarding options held by Dr.
Long,  Mr. Costin and Mr. Lyon as at December 31, 2001 and options  exercised by
them during the year ended December 31, 2001:




-------------------------------------------------------------------------------------------------------------------------
                                                                                             Value of Unexercised

                                                         Unexercised Options at             In-the-money Options at
                        Securities                         December 31, 2001                    December 31, 2001
                       Acquired on       Aggregate    ----------------------------   -------------------------------------
                         Exercise          Value      Exercisable   Unexercisable
   Name                    (#)           Realized       (#)              (#)            Exercisable       Unexercisable
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------

                                                                                             
William P. Long,            Nil            Nil         250,000           Nil                 Nil                N/A
CEO and Director                                       100,000           Nil                 Nil                N/A
                                                        50,000           Nil                 Nil                N/A
                                                       100,000           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
-------------------------------------------------------------------------------------------------------------------------
Kenneth E. Lyon

President of Altair         Nil            Nil          65,000        35,000                 Nil                Nil
Nanomaterials Inc.                                      70,000        50,000                 Nil                Nil
                                                        30,000           Nil                 Nil                N/A
-------------------------------------------------------------------------------------------------------------------------


                                       11



(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,
2001,  U.S.  $3,000  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, 2001 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 April  15,  2002,  the
Corporation had outstanding  options to purchase 985,000 Common Shares under the
1996 Plan,  370,000 of which have been  granted  to  directors,  and  options to
purchase 2,831,700 Common Shares under the 1998 Plan, 275,000 of which have been
granted to directors.

(e)      Employment Contracts

         William P.  Long,  Chief  Executive  Officer  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

                                       12



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 2001 fiscal year in  connection  with
the  authorization  of grants of options to purchase Common Shares.  Dr. Long is
the Chief Executive  Officer 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 2001 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 a small number of 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 substantial  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

                                       13



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  Chief Executive
Officer, 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 2001 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
mandatory  bonus paid to Dr.  Long should be awarded in the 2001 fiscal year due
to the lack of substantial revenue during the 2001 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 2001 fiscal year,  the board awarded
options to purchase 100,000 Common Shares to Dr. Long,  125,000 Common Shares to
Mr.  Costin,  45,000 Common Shares to Mr.  Dickinson and 30,000 Common Shares to
Mr.  Lyon in order to ensure  that they have a  continued  interest  in  setting
strategies and making decisions that enhance shareholder value.

                                       14



         Chief Executive Compensation for 2001

         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 substantial revenue during the 2001 fiscal year, the board
determined to pay Dr. Long a bonus of U.S.  $9,120 in respect of the 2001 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
Specialty Chemicals Index (the "S&P Specialty Chemicals Index").

                  [OBJECT OMITTED]

                                       15






                                              12/31/97       12/31/98       12/31/99        12/31/00       12/31/01
                                              --------       --------       --------        --------       --------
                                                                                                   
Altair International Inc.                          100             46             27              10              9
Nasdaq Index                                       100            141            262             158            125
S&P Specialty Chemicals Index                      100             84             91              79             73


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 audit  committee was comprised of James Golla,  George  Hartman and
Robert Sheldon during the 2001 fiscal year and, if elected by the  shareholders,
each such  director  is expected  to be a member of the audit  committee  during
2002.  The audit  committee  met once during the fiscal year ended  December 31,
2001. 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 2001 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, 2001, 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.

                                       16



Meetings of Directors and Nominating Committee

----------------------------------------------

         During the fiscal year ended  December 31, 2001, the board of directors
held four meetings, three of which were attended by all of the directors and one
of which was attended by William Long,  George  Hartman and James Golla.  Robert
Sheldon,  who was not in attendance at one of the board of director's  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 eighteen 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, Chief Executive  Officer 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, 2001 was $10,000. Dr. Thiers serves
as a  member  of the  board  of  directors  of  Altair  Nanomaterials,  Inc.,  a
wholly-owned subsidiary of the Corporation, for which he has received options to
purchase 275,000 Common Shares.

         During the period January 1, 2001 through April 9, 2002,  Louis Schnur,
a principal  shareholder of the Corporation,  and Toyota on Western,  a business
controlled  by Mr.  Schnur,  purchased  1,694,500  Common  Shares and  2,582,500
warrants for total  consideration  of  $2,811,300.  The warrants  have  exercise
prices ranging from $1.50 to $5.00 and  expiration  dates ranging from March 26,
2006 to December  14,  2006,  but may be triggered  earlier  dependent  upon the
closing price of the Common Shares. In addition,  Mr. Schnur exercised  warrants
to purchase  713,333  Common Shares at $1.00 per share.  These warrants had been
repriced to $1.00 per share from prices ranging from $4.00 to $8.00 per share.

         In July 2001,  Rebecca Long,  daughter of William Long, Chief Executive
Officer of the  Corporation,  purchased 66,667 Common Shares and 66,667 warrants
for total  consideration of $100,000.  Of the warrants,  33,334 have an exercise
price of $2.50 and 33,333  have an  exercise  price of $3.50.  All the  warrants
expire on July 10, 2006 or the date 60 days  following the fifth day the closing
price equals or exceeds $3.50.

                                       17



         In July 2001, Thomas Long, son of William Long, Chief Executive Officer
of the Corporation, purchased 66,667 Common Shares and 66,667 warrants for total
consideration  of $100,000.  Of the warrants,  33,334 have an exercise  price of
$2.50 and 33,333 have an exercise  price of $3.50.  All the  warrants  expire on
July 10,  2006 or the date 60 days  following  the fifth day the  closing  price
equals or exceeds $3.50.

         In October 2001, C. Patrick Costin,  Vice President of the Corporation,
loaned $75,000 to the Corporation on a short-term,  unsecured basis. The loan is
non-interest  bearing and payable on demand.  Through April 15, 2002, $50,000 of
this amount had been repaid.

         During 2001,  William Long, Chief Executive  Officer of the Corporation
made loans to the Corporation totaling $63,000 on a short-term, unsecured basis.
The loans are  non-interest  bearing and payable on demand.  No repayments  have
been made through April 15, 2002.

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

         No  officer  or  director  of  the  Corporation  was  indebted  to  the
Corporation  as of  December  31,  2001 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  five  nominees
receiving the highest number of votes will be elected.

                                       18



         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, 2002, 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 or make a statement.

Audit Fees

----------

         The Corporation was billed $73,627 for professional  services  rendered
for the audit of its financial  statements for the year ended December 31, 2001,
the review of the financial  statements included in the Corporation's  quarterly
reports for such year and review of SEC registration statements during the year.

Financial Information Systems Design and Implementation and All Other Fees
--------------------------------------------------------------------------

         During  the  2001  fiscal   year,   Deloitte  &  Touche  LLP  were  not
commissioned  to provide any services  other than the audit and review  services
described in "Audit Fees" above.

Change of Independent Auditors During 2001
------------------------------------------

         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

                                       19



that might be rendered or other  accounting,  auditing  or  financial  reporting
issues. The Corporation engaged Deloitte & Touche effective March 20, 2001.

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 OBCA, 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, 2002 and authorization of the board of directors
to set their remuneration.

                                       20



             PROPOSAL NO. 3 -- APPROVAL OF PROPOSED REDOMESTICATION

         The Board has  proposed  the  approval  of a  special  resolution  (the
"Redomestication  Resolution")  in  the  form  attached  hereto  as  Exhibit  A,
authorizing the filing of articles of continuance,  a copy of which are attached
hereto as Exhibit E, having the effect of: (a) continuing the Corporation  under
the laws of  Canada's  federal  corporate  statute,  called the Canada  Business
Corporations  Act (the  "CBCA");  (b)  changing the name of the  Corporation  to
"Altair  Nanotechnolgies  Inc." or such other name as is  acceptable to Industry
Canada and the applicable regulatory authorities;  (c) authorizing the directors
to appoint one or more additional  directors between meetings of shareholders to
hold office for a term expiring  until not later than the next annual meeting of
shareholders  provided  that the total number of directors so appointed  may not
exceed  one third of the number of  directors  elected  at the  previous  annual
meeting of  shareholders;  (d)  authorizing  the Corporation to have meetings of
shareholders  outside of Canada in the State of Nevada;  and (e) authorizing the
board of directors from time to time and in such amounts and on such terms as it
deems  expedient,  to: (I) borrow money on the credit of the  Corporation;  (II)
issue, sell or pledge debt obligations  (including bonds,  debentures,  notes or
other similar obligations,  secured or unsecured) of the Corporation;  and (III)
charge,  mortgage,  hypothecate  or pledge all of any of the currently  owned or
subsequently  acquired real or personal,  movable or immovable,  property of the
Corporation,  including book debts, rights, powers,  franchises and undertaking,
to secure any debt obligations or any money borrowed, or other debt or liability
of the Corporation.

         If the Redomestication Resolution is approved at the Meeting, the board
of directors  intends to cause it to become effective within 30 days of the date
of the Meeting.  Notwithstanding that the Redomestication Resolution may be duly
passed by the shareholders of the Corporation,  the  Redomestication  Resolution
will authorize the directors to revoke it before it is acted on without  further
approval of the shareholders of the Corporation.

Purpose and Effect of Proposed Continuance

------------------------------------------

         The  effect  of the  proposed  continuance,  which  would  be  called a
"redomestication" under most corporate statutes in the United States, will be to
cause the  Corporation  to be governed by Canada's  federal  corporate  statute,
called the Canada Business  Corporations  Act, rather than the corporate statute
of the province of Ontario,  being the Business  Corporations  Act Ontario.  The
Corporation   intends  to  affect  the  Continuance   because  its  business  is
increasingly  being  conducted  on an  international  basis and  operating  as a
federal  company will be more consistent  with the  Corporation's  international
focus.  Moreover,  a minimum of 25% of the  directors of a company  incorporated
under the CBCA must be  resident  Canadians  whereas 50% of the  directors  of a
company incorporated under the OBCA must be resident Canadians. Thus, the CBCA's
residency  requirements  will increase the number of qualified  nominees for the
board from which the Corporation may draw.

                                       21



Rights of Shareholders under the CBCA
-------------------------------------

         The management of the Corporation has reviewed the proposed continuance
with  counsel  and  believes  that,  except  as  described  in this  Information
Circular, the CBCA provides to shareholders substantively the same rights as are
available to  shareholders  under the OBCA,  including  the right of dissent and
appraisal and the right to bring derivative actions and oppression actions.  The
CBCA is  consistent  with  the  corporate  legislation  in most  other  Canadian
jurisdictions,  and management of the Corporation  does not consider there to be
any material difference in the respective rights of shareholders thereunder with
respect  to  the  transactions   described  herein  other  than  permitting  the
Corporation to have meetings of shareholders  outside of Canada. See "Purpose of
Providing for Meetings Outside of Canada."

Purpose of Proposed Name Change

-------------------------------

         The  Corporation  intends  to affect  the Name  Change to  reflect  the
Corporation's  strategy of focusing its business on the supply of  nanomaterials
world-wide  and to reflect  the  Corporation's  position  in the  nanotechnology
sector.

Purpose  and  Effect  of  Proposed  Authorization  of the  Directors  Respecting
Appointments to the Board
--------------------------------------------------------------------------------

         As described in "Proposal No.1 - Election of Directors",  the directors
of the Corporation  are currently  authorized to determine the size of the board
within the range set forth in the Articles,  pursuant to a special resolution of
the  shareholders  passed June 27, 1988  empowering the directors to do so. Such
special  resolution  will not continue to apply following the continuance of the
Corporation to the CBCA. In order for the board to continue to have the right to
determined  the size of the board,  within the  specified  range,  following the
Corporation's continuation under the CBCA, such a provision must appear directly
in the Articles. Accordingly, in connection with the Redomestication Resolution,
shareholders  are being asked to authorize  an  amendment  to the  Corporation's
Articles to include the aforementioned provision in order that the directors may
continue, in the same manner as presently permitted under the OBCA, to determine
the size of the board of directors,  within the range set forth in the Articles,
following the continuance under the CBCA.

Purpose of Providing for Meetings Outside of Canada

---------------------------------------------------

         Under the CBCA, a corporation may hold meetings of shareholders outside
of Canada if the place of the meetings is specified  in its  articles.  This was
not  permitted  by the OBCA.  The  Corporation  proposes  to  provide in its new
articles that meetings of shareholders may take place in the State of Nevada. As
a majority of the Corporation's employees and officers are located in Nevada and
a large  number of  shareholders  of the  Corporation  are  resident  outside of
Canada, it is expected that holding meetings in the State of Nevada will be more
efficient from both a cost and timing perspective.

Purpose of Authorizing Directors to Conduct Certain Financial Matters
---------------------------------------------------------------------

         Under the OBCA, the board of directors is automatically  authorized to,
among other  things,  borrow  money on the credit of the  Corporation,  issue or
pledge debt obligations or charge or mortgage property of the Corporation under

                                       22



the  Corporation's  by-laws.  If  the  Corporation  continues  under  the  CBCA,
authority  to take such  actions  must be  expressly  set  forth in a  company's
articles if such  authority is to be  effective  in all Canadian  jurisdictions.
Accordingly,  in order to preserve the board's  authority to (I) borrow money on
the credit of the  Corporation;  (II)  issue,  sell or pledge  debt  obligations
(including bonds,  debentures,  notes or other similar  obligations,  secured or
unsecured) of the Corporation; and (III) charge, mortgage, hypothecate or pledge
all of any of the  currently  owned or  subsequently  acquired real or personal,
movable or immovable, property of the Corporation, including book debts, rights,
powers, franchises and undertaking,  to secure any debt obligations or any money
borrowed,  or other debt or liability of the  Corporation,  the  Redomestication
Resolution adds authorising provisions to the Corporation's new articles.

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

         The Redomestication Resolution must be approved by the affirmative vote
of not less than  two-thirds of the votes cast in respect of the proposal by the
holders of Common  Shares.  Abstentions  and broker  non-votes will not have the
effect of being considered as votes cast against approval of the Redomestication
Resolution.

The  board  of  directors  recommends  a vote FOR the  proposed  Redomestication
Resolution.

Rights of Dissenting Shareholders

---------------------------------

         Pursuant to the  provisions of Section 185 of the OBCA,  any registered
holder  of  Common  Shares  has the right to  dissent  from the  Redomestication
Resolution  and, if such  shareholder  dissents in the manner as provided in the
OBCA,  such  shareholder  is  entitled  to be paid the fair  value of his or her
shares  determined as of the close of business on the day before such resolution
is adopted.  A holder of Common  Shares may only  exercise  the right of dissent
under Section 185 of the OBCA in respect of Common  Shares which are  registered
in that holder's name.

         Any  registered  shareholder  who wishes to dissent  must  provide  the
Corporation  with a written  objection to the  Redomestication  Resolution at or
prior to the Meeting. The execution or exercise of a proxy does not constitute a
written  objection.  A vote in favour  of the  Redomestication  Resolution  will
deprive a shareholder of further rights pursuant to Section 185 of the OBCA.

         On receipt  from the  Corporation  of notice  that the  Redomestication
Resolution has been adopted or passed,  such dissenting  shareholder must within
twenty  (20)  days  after  receipt  of such  notice  (or if such  notice  is not
received,   within  twenty  (20)  days  of  learning  that  the  Redomestication
Resolution has been adopted) send to the Corporation a written notice containing
his or her name and address,  the number and class of shares in respect of which
he dissents  and a demand for payment of the fair value of such  shares.  Within
thirty  (30)  days   thereafter  the  dissenting   shareholder   must  send  the
certificates  representing  the shares in respect  of which he  dissents  to the
Corporation  or its transfer  agent.  For full details as to the manner in which
the right of dissent is to be implemented, Section 185 of the OBCA should be

                                       23



consulted,  a copy of  which  section  is set out in  Exhibit  B  hereto.  It is
recommended that shareholders who wish to pursue rights of dissent consult their
own legal  advisor  with respect to the relevant  statutory  provisions  and the
procedures to be followed.

                                       24



                     PROPOSAL NO. 4 - APPROVAL OF NEW BY-LAW

         At the Meeting,  shareholders will be asked to consider and, if thought
to be  appropriate,  approve a  resolution  adopting  By-law  No 1 (the  "By-law
Resolution"). The text of the By-law Resolution is attached as Exhibit D hereto.

Purpose and Effect of By-Law Resolution

---------------------------------------

         In  connection  with the  continuance  from the OBCA to the  CBCA,  the
Corporation  is required to adopt a new general by-law of the  Corporation  that
addresses the provisions of the CBCA and to cancel the current general by-law of
the  Corporation.  The effect of the By-law  resolution is to cancel the current
general by-law and replace it with proposed  By-law No. 1. By-law No. 1 does not
differ  in  any  material  respect  from  the  current  general  by-law  of  the
Corporation,  except that it addresses the requirements of the CBCA (rather than
the OBCA). The full text of By-law No. 1 is attached hereto as Exhibit C.

         By-law No. 1 governs  all  aspects of the  business  and affairs of the
Corporation, such as the establishment of a quorum for meetings of directors and
shareholders,  the conduct of such meeting, signing authorities, the appointment
of officers,  the description of certain officers' duties,  the establishment of
committees  of the board of  directors,  the authority of persons to contract on
behalf of the Corporation and similar matters.

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

         The By-law  Resolution must be approved by the  affirmative  vote of at
least a majority of the votes cast in respect of the  proposal by the holders of
Common  Shares.  Abstentions  and broker  non-votes  will not have the effect of
being considered as votes cast against approval of the By-law Resolution.

The board of directors recommends a vote FOR the proposed By-law Resolution.

                                       25



                                  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 2003,
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  10,  2003.  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 2003  calendar  year,  but fails to
notify the  Corporation of such intention  prior to March 26, 2003, 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 for the year
ended  December 31, 2001 filed with the SEC (other than the  exhibits  except as
expressly  requested).  Requests should be directed to Edward  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,  2001,  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.

                                * * * * * * * * *

                                       26



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

         DATED as of the 30th day of April, 2002.

                ALTAIR INTERNATIONAL INC.
                /s/ William Long

                ------------------------------------------
                      William Long, Chief Executive Officer



                                    EXHIBIT A

                     SPECIAL RESOLUTION OF THE SHAREHOLDERS
                OF ALTAIR INTERNATIONAL INC. (the "Corporation")

                               RE: REDOMESTICATION

BE IT RESOLVED AS A SPECIAL RESOLUTION:

1.       The  Corporation  is hereby  authorized to file Articles of Continuance
         to:

(a)      continue  the  Corporation  under  the laws of Canada  pursuant  to the
         provisions of the Canada Business Corporations Act (the "CBCA");

(b)      change the name of the  Corporation to Altair  Nanotechnolgies  Inc. or
         such other name as is acceptable to Industry  Canada and the applicable
         regulatory authorities;

(c)      authorize  the  directors to appoint one or more  additional  directors
         between  meetings of  shareholders  to hold office for a term  expiring
         until not later than the next annual meeting of  shareholders  provided
         that the total  number of  directors  so  appointed  may not exceed one
         third of the number of directors elected at the previous annual meeting
         of shareholders;

(d)      authorize the Corporation to have meetings of  shareholders  outside of
         Canada in the State of Nevada; and

(e)      authorize the board of directors  from time to time and in such amounts
         and on such terms as it deems  expedient,  to: (I) borrow  money on the
         credit of the Corporation;  (II) issue, sell or pledge debt obligations
         (including  bonds,  debentures,  notes  or other  similar  obligations,
         secured or unsecured) of the Corporation;  and (III) charge,  mortgage,
         hypothecate or pledge all of any of the currently owned or subsequently
         acquired  real or  personal,  movable  or  immovable,  property  of the
         Corporation,  including  book debts,  rights,  powers,  franchises  and
         undertaking,  to secure any debt obligations or any money borrowed,  or
         other debt or liability of the Corporation.

2.       Any director or officer of the  Corporation  is hereby  authorized  and
         directed,  acting for, in the name of and on behalf of the Corporation,
         to  execute,  under the seal of the  Corporation  or  otherwise  and to
         deliver  Articles of Continuance  substantially in the form attached to
         the management  information  circular and proxy statement as Exhibit E,
         in duplicate, to the Director under the CBCA.

3.       Any director of officer of the Corporation is hereby authorized to make
         application  to the  Ministry of Consumer and  Business  Services  (the
         "Ministry") of Ontario for the Ministry's  authorization to permit such
         continuance.



4.       Notwithstanding  that this special  resolution  has been duly passed by
         the  shareholders  of  the   Corporation,   the  directors  are  hereby
         authorized and directed to revoke this special  resolution before it is
         acted  on  without  further   approval  of  the   shareholders  of  the
         Corporation.

5.       Any director or officer of the  Corporation  is hereby  authorized  and
         directed,  acting for, in the name of and on behalf of the Corporation,
         to execute or cause to be executed,  under the seal of the  Corporation
         or otherwise and to deliver or to cause to be delivered, all such other
         deeds,  documents,  instruments and assurances and to do or cause to be
         done all such other acts and things, as in the opinion of such director
         or officer of the  Corporation  may be  necessary or desirable to carry
         out the terms of the foregoing special resolution.





                                    EXHIBIT B

             SECTION 185 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

Section 185:
(1)      Rights of  dissenting  shareholders  Subject to  subsection  (3) and to
sections 186 and 248, if a corporation resolves to,

(a)      amend  its  articles  under  section  168  to  add,  remove  or  change
         restrictions  on the issue,  transfer or ownership of shares of a class
         or series of the shares of the corporation;

(b)      amend its  articles  under  section  168 to add,  remove or change  any
         restriction  upon the business or businesses  that the  corporation may
         carry on or upon the powers that the corporation may exercise;

(c)      amalgamate with another corporation under sections 175 and 176;

(d)      be continued under the laws of another  jurisdiction under section 181;
         or

(e)      sell,  lease or exchange all or  substantially  all its property  under
         subsection 184(3),

a holder of shares of any class or series entitled to vote on the resolution may
dissent. R.S.O. 1990, c. B.16, s. 185(1).
(2)      Idem
If a  corporation  resolves  to amend its  articles  in a manner  referred to in
subsection 170(1), a holder of shares of any class or series entitled to vote on
the  amendment  under  section 168 or 170 may  dissent,  except in respect of an
amendment referred to in,

(a)      clause  170(1)(a),  (b) or (e)  where  the  articles  provide  that the
         holders of shares of such class or series are not  entitled to dissent;
         or

(b)      subsection 170(5) or (6). R.S.O. 1990, c.13.16, s. 185(2).

(3)      Exception

A shareholder of a corporation incorporated before the 29th day of July, 1983 is
not  entitled to dissent  under this  section in respect of an  amendment of the
articles of the corporation to the extent that the amendment,

(a)      amends  the  express  terms of any  provision  of the  articles  of the
         corporation  to conform to the terms of the  provision  as deemed to be
         amended by section 277; or

(b)      deletes from the articles of the  corporation all of the objects of the
         corporation set out in its articles, provided that the deletion is made
         by the 29th day of July, 1986. R.S.O. 1990, c. B.16, s. 185(3).

(4)      Shareholder's right to be paid fair value
In  addition  to any  other  right the  shareholder  may have,  but  subject  to
subsection (30), a shareholder who complies with this section is entitled,  when
the  action  approved  by the  resolution  from which the  shareholder  dissents
becomes effective, to be paid by the corporation the fair value of the shares



held by the shareholder in respect of which the shareholder dissents, determined
as of the close of business on the day before the resolution was adopted. R.S.O.
1990, c. B.16, s. 185(4).
(5)      No partial dissent

A dissenting  shareholder  may only claim under this section with respect to all
the shares of a class held by the  dissenting  shareholder  on behalf of any one
beneficial  owner  and  registered  in the name of the  dissenting  shareholder.
R.S.O. 1990, c. B.16, s. 185(5).
(6)      Objection

A dissenting shareholder shall send to the corporation, at or before any meeting
of shareholders at which a resolution referred to in subsection (1) or (2) is to
be voted on, a written  objection to the resolution,  unless the corporation did
not give  notice to the  shareholder  of the  purpose  of the  meeting or of the
shareholder's right to dissent. R.S.O. 1990, c. B.16, s. 185(6).
(7)      Idem
The execution or exercise of a proxy does not constitute a written objection for
purposes of subsection (6). R.S.O. 1990, c. B.16, s. 185(7).
(8)      Notice of adoption of resolution
The  corporation  shall,  within  ten days  after  the  shareholders  adopt  the
resolution,  send to each shareholder who has filed the objection referred to in
subsection (6) notice that the  resolution has been adopted,  but such notice is
not required to be sent to any  shareholder  who voted for the resolution or who
has withdrawn the objection. R.S.O. 1990, c. B.16, s. 185(8).
(9)      Idem
A notice sent under  subsection  (8) shall set out the rights of the  dissenting
shareholder  and the procedures to be followed to exercise those rights.  R.S.O.
1990,  c. B.16,  s.  185(9).  (10) Demand for payment of fair value A dissenting
shareholder entitled to receive notice under subsection (8) shall, within twenty
days after receiving such notice,  or, if the shareholder  does not receive such
notice,  within twenty days after learning that the resolution has been adopted,
send to the corporation a written notice containing,  (a) the shareholder's name
and address;

(b)      the  number  and class of shares in  respect  of which the  shareholder
         dissents; and

(c)      a demand for payment of the fair value of such shares.  R.S.O. 1990, c.
         B.16, s. 185(10).

(11)     Certificates to be sent in
Not later than the thirtieth day after the sending of a notice under  subsection
(10), a dissenting  shareholder  shall send the  certificates  representing  the
shares in respect of which the  shareholder  dissents to the  corporation or its
transfer agent. R.S.O. 1990, c. B.16, s. 185(11).
(12)     Idem

A dissenting shareholder who fails to comply with subsections (6), (10) and (11)
has no right to make a claim  under this  section.  R.S.O.  1990,  c.  B.16,  s.
185(12).
(13)  Endorsement  on  certificate A corporation or its transfer agent
shall endorse on any share  certificate  received under subsection (11) a notice
that the holder is a dissenting  shareholder under this section and shall return
forthwith the share certificates to the dissenting shareholder.  R.S.O. 1990, c.
B.16, s.  185(13).





(14) Rights of  dissenting  shareholder
On sending a notice under  subsection (10), a dissenting  shareholder  ceases to
have any rights as a shareholder  other than the right to be paid the fair value
of the shares as determined under this section except where,

(a)      the  dissenting  shareholder  withdraws  notice before the  corporation
         makes an offer under subsection (15);

(b)      the  corporation  fails to make an offer in accordance  with subsection
         (15) and the dissenting shareholder withdraws notice; or

(c)      the  directors   revoke  a  resolution  to  amend  the  articles  under
         subsection 168(3), terminate an amalgamation agreement under subsection
         176(5) or an application for continuance  under subsection  181(5),  or
         abandon a sale, lease or exchange under subsection 184(8),

in which case the dissenting  shareholder's rights are reinstated as of the date
the dissenting  shareholder  sent the notice referred to in subsection (10), and
the dissenting  shareholder is entitled,  upon presentation and surrender to the
corporation or its transfer  agent of any  certificate  representing  the shares
that has been endorsed in accordance  with  subsection  (13), to be issued a new
certificate  representing  the same  number  of  shares  as the  certificate  so
presented,  without payment of any fee. R.S.O.  1990, c. B.16, s. 185(14).

(15) Offer to pay

A  corporation  shall,  not later  than seven days after the later of the day on
which  the  action  approved  by the  resolution  is  effective  or the  day the
corporation  received the notice  referred to in subsection  (10),  send to each
dissenting shareholder who has sent such notice,

(a)      a written offer to pay for the  dissenting  shareholder's  shares in an
         amount  considered by the directors of the  corporation  to be the fair
         value thereof,  accompanied  by a statement  showing how the fair value
         was determined; or

(b)      if subsection (30) applies,  a notification  that it is unable lawfully
         to pay dissenting  shareholders for their shares. R.S.O. 1990, c. B.16,
         s. 185(15).

(16)     Idem

Every  offer made under  subsection  (15) for shares of the same class or series
shall be on the same terms. R.S.O. 1990, c. B.16, s. 185(16).
(17)     Idem
Subject  to  subsection  (30),  a  corporation  shall  pay for the  shares  of a
dissenting shareholder within ten days after an offer made under subsection (15)
has been accepted, but any such offer lapses if the corporation does not receive
an acceptance  thereof within thirty days after the offer has been made.  R.S.O.
1990, c. B.16, s. 185(17).
(18)     Application to court to fix fair value
Where a  corporation  fails  to  make an  offer  under  subsection  (15) or if a
dissenting  shareholder  fails to accept an offer,  the corporation  may, within
fifty days after the action  approved by the  resolution  is effective or within
such  further  period as the court may  allow,  apply to the court to fix a fair
value for the shares of any  dissenting  shareholder.  R.S.O.  1990, c. B.16, s.
185(18).
(19)     Idem

If a corporation fails to apply to the court under subsection (18), a dissenting
shareholder  may apply to the court for the same purpose within a further period
of twenty  days or within  such  further  period as the court may allow.  R.S.O.
1990, c. B.16, s. 185(19).




(20)     Idem

A  dissenting  shareholder  is not  required  to give  security  for costs in an
application  made under  subsection  (18) or (19).  R.S.O.  1990,  c.  B.16,  s.
185(20).
(21)     Costs

If a  corporation  fails to comply  with  subsection  (15),  then the costs of a
shareholder application under subsection (19) are to be borne by the corporation
unless the court otherwise orders. R.S.O. 1990, c. B.16, s. 185(21).

(22)     Notice to shareholders

Before making  application to the court under  subsection (18) or not later than
seven  days  after  receiving  notice  of an  application  to  the  court  under
subsection  (19),  as the case may be, a  corporation  shall give notice to each
dissenting  shareholder who, at the date upon which the notice is given, (a) has
sent to the corporation the notice referred to in subsection (10);

         and

(b)      has not  accepted  an offer made by the  corporation  under  subsection
         (15), if such an offer was made, of the date, place and consequences of
         the application and of the dissenting shareholder's right to appear and
         be heard in person or by counsel,  and a similar  notice shall be given
         to each  dissenting  shareholder  who,  after  the  date of such  first
         mentioned notice and before termination of the proceedings commenced by
         the  application,  satisfies the  conditions set out in clauses (a) and
         (b) within three days after the dissenting  shareholder  satisfies such
         conditions. R.S.O. 1990, c. B.16, s. 185(22).

(23)     Parties joined

All dissenting  shareholders  who satisfy the conditions set out in clauses (22)
(a) and (b) shall be deemed to be joined  as  parties  to an  application  under
subsection  (18) or (19) on the later of the date upon which the  application is
brought and the date upon which they satisfy the conditions,  and shall be bound
by the  decision  rendered  by the  court in the  proceedings  commenced  by the
application. R.S.O. 1990, c. B.16, s. 185(23).
(24)     Idem

Upon an  application to the court under  subsection  (18) or (19), the court may
determine  whether any other  person is a dissenting  shareholder  who should be
joined as a party,  and the court  shall fix a fair  value for the shares of all
dissenting shareholders. R.S.O. 1990, c. B.16, s. 185(24).
(25)     Appraisers
The court may in its  discretion  appoint one or more  appraisers  to assist the
court to fix a fair value for the shares of the dissenting shareholders.  R.S.O.
1990, c. B.16, s. 185(25).
(26)     Final order

The final  order of the court in the  proceedings  commenced  by an  application
under  subsection (18) or (19) shall be rendered  against the corporation and in
favour of each dissenting  shareholder  who, whether before or after the date of
the order,  complies  with the  conditions  set out in clauses (22) (a) and (b).
R.S.O. 1990, c. B.16, s. 185(26).
(27)     Interest

The court may in its  discretion  allow a  reasonable  rate of  interest  on the
amount payable to each dissenting  shareholder from the date the action approved
by the resolution is effective until the date of payment.  R.S.O. 1990, c. B.16,
s. 185(27).



(28)     Where corporation unable to pay
Where subsection (30) applies,  the corporation shall, within ten days after the
pronouncement  of  an  order  under  subsection  (26),  notify  each  dissenting
shareholder that it is unable lawfully to pay dissenting  shareholders for their
shares. R.S.O. 1990, c. B.16, s. 185(28).
(29)     Idem

Where subsection (30) applies, a dissenting shareholder,  by written notice sent
to the corporation  within thirty days after receiving a notice under subsection
(28),  may, (a) withdraw a notice of dissent,  in which case the  corporation is
deemed

         to consent to the  withdrawal  and the  shareholder's  full  rights are
         reinstated; or

(b)      retain a status as a claimant  against the  corporation,  to be paid as
         soon as the corporation is lawfully able to do so or, in a liquidation,
         to be ranked  subordinate to the rights of creditors of the corporation
         but in priority to its shareholders. R.S.O. 1990, c. B.16, s. 185(29).

(30)     Idem

A corporation  shall not make a payment to a dissenting  shareholder  under this
section if there are reasonable  grounds for believing that, (a) the corporation
is or, after the payment, would be unable to pay its

         liabilities as they become due; or

(b)      the realizable value of the corporation's  assets would thereby be less
         than the  aggregate  of its  liabilities.  R.S.O.  1990,  c.  B.16,  s.
         185(30).

(31)     Court order

Upon  application  by a  corporation  that  proposes  to take any of the actions
referred  to in  subsection  (1) or (2),  the court may, if  satisfied  that the
proposed action is not in all the circumstances one that should give rise to the
rights arising under subsection (4), by order declare that those rights will not
arise upon the taking of the  proposed  action,  and the order may be subject to
compliance  upon such terms and  conditions  as the court thinks fit and, if the
corporation is an offering  corporation,  notice of any such  application  and a
copy of any order made by the court upon such  application  shall be served upon
the Commission. 1994, c. 27, s.71(24).

(32)     Commission may appear

The  Commission  may appoint  counsel to assist the court upon the hearing of an
application   under   subsection   (31),  if  the  corporation  is  an  offering
corporation. 1994, c. 27, s. 71(24).




                                    EXHIBIT C

                                  BY-LAW NO. 1

   a by-law  relating  generally  to the  transaction  of the business and
   affairs of ALTAIR NANOTECHNOLOGIES INC. (the "Corporation")

                                 INTERPRETATION

1.       General - In this by-law:

(a)     "Act" means the Canada  Business  Corporations  Act and the regulations
         thereunder,  as  from  time to  time  amended,  and  every  statute  or
         regulation (as the case may be) that may be  substituted  therefor and,
         in the case of such  amendment or  substitution,  any  reference in the
         by-laws of the Corporation shall be read as referring to the amended or
         substituted provisions therefor;

(b)      "Board" means the board of directors of the Corporation;

(c)      "by-laws"  means  any  by-law of the  Corporation  from time to time in
         force and effect;

(d)      "meetings of shareholders" includes annual and special meetings;

(e)      all terms  contained in the by-laws  which are defined in the Act shall
         have the  meanings  given to such terms in the Act,  unless the context
         otherwise requires;

(f)      words  importing the singular  number only shall include the plural and
         vice versa;  words  importing  the  masculine  gender shall include the
         feminine and neuter  gender;  words  importing  persons  shall  include
         bodies corporate,  syndicates,  partnerships,  trusts and any number or
         aggregate of persons;

(g)      the  invalidity  or  unenforceability  of any  provision in this by-law
         shall not  affect  the  validity  or  enforceability  of the  remaining
         provisions of this by-law; and

(h)      the  insertion  of  headings  in this  by-law  are for  convenience  of
         reference only and shall not affect its construction or interpretation.

                                    DIRECTORS

2.       Indemnification   -  To  the  maximum  extent  permitted  by  law,  the
         Corporation shall indemnify a director or officer of the Corporation, a
         former director or officer of the  Corporation,  or another  individual
         who  acts or  acted  at the  Corporation's  request  as a  director  or
         officer,  or an  individual  acting in a similar  capacity,  of another
         entity,  against all costs, charges and expenses,  including any amount
         paid to settle an action or satisfy a judgement, reasonably incurred by
         the  individual  in  respect of any  civil,  criminal,  administrative,
         investigative  or other  proceeding in which the individual is involved
         because of that association with the Corporation or other entity.




         The provisions for  indemnification  contained in the by-laws shall not
         be deemed  exclusive  of any other  rights to which any person  seeking
         indemnification   may  be  entitled  under  any   agreement,   vote  of
         shareholders  or  directors  or  otherwise,  both as to  action  in the
         individual's  official  capacity and as to action in another  capacity,
         and shall  continue  as to a person  who has  ceased to be a  director,
         officer,  employee or agent and shall inure to the benefit of the heirs
         and legal representatives of such a person.

                              MEETINGS OF DIRECTORS

3.       Quorum - A quorum at any meeting of directors is:

(a)      where the articles set out the number of directors,  a majority of that
         number; or

(b)               where the articles  set out the minimum and maximum  number of
                  directors,  a majority of the number of  directors  which then
                  constitutes the Board.

4.       Calling of  Meetings  - The Board,  the Chief  Executive  Officer,  the
         President  or any  director may at any time call a meeting of the Board
         to be held at the  time and  place  determined  by the  Board or by the
         person calling the meeting, as the case may be. Notice of every meeting
         so  called  shall  be  given  to each  director  not  less  than 2 days
         (exclusive of Saturdays,  Sundays and days on which banks generally are
         closed for business in the Province of Ontario) before the day on which
         the meeting is to be held.

5.       Chair - The  Chairperson or, if none, or in the  Chairperson's  absence
         from a meeting of the Board, the Chief Executive Officer, the President
         or, if none, or in the Chief Executive Officer and President's absence,
         a director chosen by the directors  present shall chair each meeting of
         the Board.

6.       First Meeting of New Board - If a quorum of directors is present,  each
         newly elected Board may hold its first  meeting  immediately  following
         the meeting of  shareholders  at which such Board was elected,  without
         notice.

7.       Votes to Govern - Unless otherwise  required by the articles or by law,
         at all  meetings  of the Board,  every  question  shall be decided by a
         majority of the votes cast on the question.  In the case of an equality
         of votes, the chair of the meeting shall have a casting vote.

                                    OFFICERS

         In addition to any officers  that may be appointed  and the  respective
         powers and duties given to such officers, the following officers of the
         Corporation, if appointed, shall have the following powers and duties:

8.       Chairperson - Subject to the authority of the Board,  the  Chairperson,
         if one is appointed, shall have such powers and duties as are specified
         by the Board and, when  present,  shall chair all meetings of the Board
         and all meetings of shareholders.

9.       President  - Subject to the  authority  of the Board and subject to the
         duties  imposed  upon  the  Chairperson,   if  one  is  appointed,  the
         President,  if one is appointed,  shall be responsible  for the general
         supervision of the business and affairs of the Corporation.



10.      Secretary - Subject to the authority of the Board,  the  Secretary,  if
         one is appointed, shall:

(a)      give  or  cause  to be  given  all  notices  required  to be  given  to
         shareholders, directors, auditors and members of committees; and

(b)      attend all meetings of directors, shareholders and committees and enter
         or cause to be entered in books  kept for that  purpose  minutes of all
         proceedings at such meetings.

         The Secretary may delegate all or part of the  Secretary's  duties to a
         nominee from time to time. documents and contracts

11.      Execution of Instruments - Deeds, transfers, assignments, contracts and
         any other  documents of the  Corporation  shall be signed by any one of
         the Chief Executive  Officer,  the president or a  vice-president  or a
         director  and  by  the  secretary  or  the  treasurer  or an  assistant
         secretary   or   an   assistant    treasurer   or   another   director.
         Notwithstanding any provision to the contrary contained in the by-laws,
         the Board may at any time or times  direct  the manner in which and the
         person or persons by whom any particular  deed,  transfer,  assignment,
         contract  or  other  document,  or  any  class  of  deeds,   transfers,
         assignments, contracts or other documents, shall be signed.

                            MEETINGS OF SHAREHOLDERS

12.      Notice - Notice  of the time and  place of a  meeting  of  shareholders
         shall be sent not less than 10 days before the meeting.

13.      Meetings Held By Electronic Means - If the directors or shareholders of
         the  Corporation  call a meeting of  shareholders,  those  directors or
         shareholders,  as the case may be, may determine that the meeting shall
         be held, in accordance with the Act, entirely by means of a telephonic,
         electronic   or  other   communication   facility   that   permits  all
         participants  to  communicate  adequately  with each  other  during the
         meeting.

14.      Quorum - A quorum of  shareholders  for the  transaction of business is
         present  at a meeting  of  shareholders  if not less  than two  persons
         entitled to vote at the meeting are present in person.

15.      Chair  -  The  Chairperson  or,  if  none  is  appointed,   or  in  the
         Chairperson's  absence  from  a  meeting  of  shareholders,  the  Chief
         Executive   Officer  or   President   shall   chair  all   meetings  of
         shareholders. If there is no Chairperson,  President or Chief Executive
         Officer, or if none of them is present within 15 minutes after the time
         appointed for holding the meeting,  the persons  present at the meeting
         and entitled to vote thereat  shall vote to appoint one of their number
         to be the chair of the meeting.

16.      Persons  Entitled To Be Present - The only persons entitled to attend a
         meeting of shareholders are those entitled to vote thereat, the members
         of the Board,  the auditor of the  Corporation,  if any, and any others




         who are  entitled or  required  under any  provision  of the Act or the
         by-laws to be present at the meeting.  Any other person may be admitted
         only on the  invitation of the chair of the meeting or with the consent
         of the meeting.

17.      Scrutineers - At each meeting of shareholders,  one or more scrutineers
         may be appointed to serve at the meeting by a resolution of the meeting
         or by the chair of the meeting  with the consent of the  meeting.  Such
         scrutineers need not be shareholders of the Corporation.

18.      Voting

(a)      Whenever  a vote by a show of hands  has been  taken  upon a  question,
         every person present and entitled to vote has one vote. Unless a ballot
         is demanded,  a  declaration  by the chair of the meeting that the vote
         upon the question has been carried or carried by a particular  majority
         or not  carried  and an  entry to that  effect  in the  minutes  of the
         meeting  is prima  facie  evidence  of the fact,  without  proof of the
         number or proportion of the votes  recorded in respect of the question.
         A demand for a ballot may be  withdrawn at any time prior to the taking
         of the ballot.

(b)      Upon a ballot,  each shareholder who is present or represented by proxy
         is entitled, in respect of the shares which the shareholder is entitled
         to vote at the  meeting  upon the  question,  to that  number  of votes
         provided by the Act or the articles in respect of those shares.

19.      Votes To Govern - Unless otherwise  required by the articles or by law,
         at all meetings of shareholders, every question shall be decided by the
         majority of the votes cast on the question.  In the case of an equality
         of votes either by show of hands or by ballot, the chair of the meeting
         shall have a casting vote.

20.      Adjournment  - The chair of the  meeting  may,  with the consent of the
         meeting  and  subject to such  conditions  as the  meeting  may decide,
         adjourn the meeting of shareholders from time to time and from place to
         place.

                                     SHARES

21.      Enforcement  of  Liens  -  In  the  event  that  any  shareholder  (the
         "Defaulting  Shareholder")  defaults  in the  payment  of any  interest
         and/or  principal  due in  respect  of any  indebtedness  owing by such
         shareholder to the  Corporation  (the "Debt") when the same becomes due
         and payable and continues in such default for a period of 30 days after
         notice in writing  thereof  has been given by the  Corporation  to such
         shareholder:

(a)      the  Corporation may sell all or any part of the shares then registered
         in the name of the Defaulting  Shareholder (the "Subject  Shares") at a
         bona fide public or private  sale or  auction.  The terms and manner of
         auction or sale shall be at the sole discretion of the Corporation. The
         Corporation  may accept any offer which it in its  absolute  discretion
         considers advisable upon such terms, whether cash or credit or partly



         cash and partly credit,  as it in its discretion  considers  advisable.
         Notice of any public or private  sale or auction  shall be given to the
         Defaulting Shareholder at least 15 days prior to the date on which such
         sale is to be held. The proceeds of such sale shall be used and applied
         firstly  to  the  cost  and  expense  of  such  sale  incurred  by  the
         Corporation, including security transfer taxes and legal fees, secondly
         to reimburse the Corporation  for  out-of-pocket  expenses  incurred in
         connection  with the sale,  and  thirdly for the payment in full of the
         Debt  and  other  sums  due  to the  Corporation  from  the  Defaulting
         Shareholder.  The balance of the proceeds, if any, shall be paid to the
         Defaulting Shareholder. If the proceeds of the sale are insufficient to
         pay the Debt,  the  Defaulting  Shareholder  shall remain liable to the
         Corporation for any such deficiency;

(b)      the Corporation may apply any dividends or other  distributions paid or
         payable on or in  respect of the  Subject  Shares in  repayment  of the
         Debt;

(c)      where the Subject Shares are redeemable  pursuant to the articles,  the
         Corporation  may redeem all or part of the Subject Shares and apply the
         redemption price to the Debt;

(d)      the Corporation may refuse to register a transfer of all or part of the
         Subject Shares until the Debt is paid; and

(e)      in  exercising  one or more of the rights  granted in this by-law,  the
         Corporation  shall not  prejudice  or  surrender  any  other  rights of
         enforcement  of its lien  which may by law be  available  to it, or any
         other remedy  available to the  Corporation for collection of the Debt,
         and the Defaulting  Shareholder  shall remain liable for any deficiency
         remaining.

                             PAYMENTS BY CORPORATION

22.      Dividends  - A dividend  payable in cash shall be paid by cheque to the
         order of each  registered  holder of shares of the class in  respect of
         which such  dividend  has been  declared  as at the record date for the
         determination  of  shareholders  entitled to receive such  dividend and
         shall be  delivered  to each such  holder or mailed by  ordinary  mail,
         postage  prepaid,  to such holder at its last address  appearing on the
         central  securities  register of the Corporation.  In the case of joint
         holders  the cheque  shall be made  payable to the order of all of such
         joint  holders  and,  if more than one  address  appears on the central
         securities  register  of the  Corporation  in  respect  of  such  joint
         holding,  the cheque shall be delivered or mailed to the first  address
         so appearing. The mailing or delivery of such cheque as aforesaid shall
         satisfy and  discharge  all liability for the dividend to the extent of
         the sum represented  thereby,  unless such cheque is not paid at par in
         Canadian funds on due  presentation  at the  municipality  in which the
         registered  office of the  Corporation is situate or at any other place
         where it is by its terms  payable.  In the event of  non-receipt of any
         dividend  cheque by the  person to whom it is  mailed or  delivered  as
         aforesaid,  the  Corporation  shall issue to such person a  replacement
         cheque for a like amount upon being  furnished  with such indemnity and
         evidence of non-receipt  as the Board may from time to time  prescribe,
         whether generally or in any particular case.




                                     NOTICE

23.      Notice to Joint  Shareholders  - All notices with respect to any shares
         registered in more than one name may, if more than one address  appears
         on the books of the  Corporation in respect to such joint  holding,  be
         given to such joint shareholders at the first address so appearing, and
         notice so given  shall be  sufficient  notice to all of the  holders of
         such shares.

24.      Omissions  and Errors - The  accidental  omission to give any notice to
         any shareholder, director, officer or auditor or the non-receipt of any
         notice by any shareholder, director, officer or auditor or any error in
         any notice not affecting the substance thereof shall not invalidate any
         action taken at any meeting  held  pursuant to such notice or otherwise
         founded thereon.

                             SHAREHOLDERS' AGREEMENT

25.      Conflicting  Provisions  -  Notwithstanding  anything  contained in the
         by-laws,  the  provisions of the by-laws shall be amended to the extent
         necessary  to  give  effect  to the  provisions  of  any  shareholders'
         agreement in force between the Corporation and its shareholders, and to
         the extent that there is any  conflict  between the  provisions  of the
         by-laws and any such  shareholders'  agreement,  the provisions of such
         shareholders' agreement shall prevail.



                                    EXHIBIT D

           RESOLUTION OF THE SHAREHOLDERS OF ALTAIR INTERNATIONAL INC.
                               (THE "CORPORATION")

                                 RE: NEW BY-LAW

BE IT RESOLVED THAT:

1.       all previous by-laws of the Corporation are hereby terminated;

2.       By-law No.1, a copy of which is attached as Exhibit C to the management
         information  circular of the  Corporation  dated April 30th,  2002,  be
         authorized and approved as the by-law of the Corporation; and

3.       any officer or director of the  Corporation  is authorized and directed
         to executed and deliver,  under  corporate seal or otherwise,  all such
         documents and  instruments and to do all such acts as in the opinion of
         such or director  may be  necessary or desirable to give effect to this
         resolution.



                                    EXHIBIT E

                             ARTICLES OF CONTINUANCE

                                 [GRAPHIC OMITTTED]




                                      PROXY

                            Altair International Inc.

                   Annual and Special Meeting Of Shareholders

                                  June 12, 2002

                  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, Chief
Executive  Officer 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 and special meeting of shareholders of the Corporation (the "Meeting") to
be held on the 12th day of June,  2002 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 favour 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.

   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              Edward Dickinson
         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,
2002 and to authorize the board of directors to fix their remuneration.

         [ ] FOR [ ] AGAINST [ ] WITHHOLD  3.  Proposal  to approve  the special
resolution,  a copy  of  which  is  attached  as  Exhibit  A to  the  management
information circular and proxy statement (the "Circular")  accompany this Notice
of Meeting,  authorizing the filing of articles of continuance,  a copy of which
is attached as Exhibit E to the Circular,  having the effect of: (a)  continuing
the  Corporation  under the laws of Canada  pursuant  to the  provisions  of the
Canada  Business  Corporations  Act (the  "CBCA");  (b) changing the name of the
Corporation to "Altair Nanotechnolgies Inc." or such other name as is acceptable
to Industry Canada and the applicable  regulatory  authorities;  (c) authorizing
the directors to appoint one or more additional  directors  between  meetings of
shareholders  to hold office for a term  expiring  until not later than the next
annual  meeting of  shareholders  provided that the total number of directors so
appointed  may not exceed one third of the  number of  directors  elected at the
previous annual meeting of shareholders; (d) authorizing the Corporation to hold
meetings  of  shareholders  outside  of Canada in the State of  Nevada;  and (e)
authorizing  the board of directors from time to time and in such amounts and on
such terms as it deems  expedient,  to:  (I)  borrow  money on the credit of the
Corporation;  (II) issue,  sell or pledge  debt  obligations  (including  bonds,
debentures,  notes or other  similar  obligations,  secured or unsecured) of the
Corporation; and (III) charge, mortgage, hypothecate or pledge all of any of the
currently owned or subsequently acquired real or personal, movable or immovable,
property of the Corporation,  including book debts, rights,  powers,  franchises
and undertaking,  to secure any debt obligations or any money borrowed, or other
debt or liability of the Corporation.

         [ ] FOR [ ] AGAINST [ ] WITHHOLD 4. Proposal to approve a resolution, a
copy of which resolution is attached as Exhibit D to the Circular,  to authorize
a new general by-law of the  Corporation,  a copy of which by-law is attached as
Exhibit C to the Circular.

         [ ] FOR [ ] AGAINST [ ] WITHHOLD 5. 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, 2, 3 AND 4, ALL OF WHICH
ARE  SET  FORTH  IN THE  ACCOMPANYING  CIRCULAR,  RECEIPT  OF  WHICH  IS  HEREBY
ACKNOWLEDGED.

This proxy revokes and supersedes all proxies of earlier date.

DATED this ____ day of ________________ , 2002.

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 AND SPECIAL MEETING OF SHAREHOLDERS

         NOTICE  IS  HEREBY  GIVEN  that an  annual  and  special  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 Wednesday,  the
12th day of June,  2002,  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, 2001,  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;

(4)      To  consider  and vote upon a proposed  special  resolution,  a copy of
         which is attached as Exhibit A to the management  information  circular
         and  proxy  statement   accompanying   this  notice  (the  "Circular"),
         authorizing the filing of articles of  continuance,  a copy of which is
         attached  as  Exhibit E to the  Circular,  having  the  effect  of: (a)
         continuing  the  Corporation  under the laws of Canada  pursuant to the
         provisions of the Canada Business  Corporations  Act (the "CBCA");  (b)
         changing the name of the Corporation to "Altair  Nanotechnologies Inc."
         or  such  other  name  as is  acceptable  to  Industry  Canada  and the
         applicable  regulatory  authorities;  (c)  authorizing the directors to
         appoint  one  or  more  additional   directors   between   meetings  of
         shareholders  to hold office for a term  expiring  until not later than
         the next annual meeting of shareholders  provided that the total number
         of  directors  so  appointed  may not exceed one third of the number of
         directors  elected at the previous annual meeting of shareholders;  (d)
         authorizing the Corporation to have meetings of shareholders outside of
         Canada  in the  State  of  Nevada;  and (e)  authorizing  the  board of
         directors from time to time and in such amounts and on such terms as it
         deems expedient, to: (I) borrow money on the credit of the Corporation;
         (II)  issue,   sell  or  pledge  debt  obligations   (including  bonds,
         debentures,  notes or other similar obligations,  secured or unsecured)
         of the Corporation;  and (III) charge, mortgage,  hypothecate or pledge
         all of any of the  currently  owned or  subsequently  acquired  real or
         personal, movable or immovable, property of the Corporation,  including
         book debts, rights, powers,  franchises and undertaking,  to secure any
         debt  obligations or any money borrowed,  or other debt or liability of
         the Corporation.

(5)      To  consider  and  vote  upon a  proposed  resolution,  a copy of which
         resolution is attached as Exhibit D to the Circular,  authorizing a new
         general by-law for the Corporation,  a copy of which by-law is attached
         as Exhibit C to the Circular; and

(6)      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
Circular,  the annual report to shareholders  of the Corporation  containing the
audited  consolidated  financial  statements of the  Corporation  for the twelve
months ended December 31, 2001, and a supplemental mailing list form.

         Section 185 of the Business  Corporations Act (Ontario) provides that a
holder of  common  shares  of the  Corporation  who  dissents  from the  special
resolution described in paragraph 4 above is entitled to be paid the fair market
value of his or her  shares.  See the  accompanying  Circular  under the heading
"Rights of Dissenting Shareholders."

         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 30th day of April, 2002.

                                    BY:  ORDER OF THE BOARD

                                    /s/  William P. Long

                                    ----------------------------
                                         William P. Long
                                         Chief Executive Officer