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


                                  SCHEDULE 14A
                                 First Amendment
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                    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:
[X]   Preliminary Proxy Statement
[ ]   Confidential,   Use  of  the   Commission   Only  (as  permitted  by  Rule
      14a-6(e)(2))Proxy Statement
[ ]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant to Rule 14a-12
                          Altair Nanotechnologies 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 NANOTECHNOLOGIES INC.
                                 204 Edison Way
                                 Reno, NV 89502
                                     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  NANOTECHNOLOGIES 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 of the
Corporation  for the year ended  December 31, 2002 are first being mailed to the
shareholders  of the  Corporation  on or about May 19, 2003. 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  and/or
directors  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, 2003,
(III) TO APPROVE THE DORAL TRANSACTIONS AND DORAL TRANSACTION  DOCUMENTS AND THE
ISSUANCE OF THE DORAL SHARES, AND (IV) TO APPROVE THE BY-LAW AMENDMENT,  AS SUCH
MATTERS ARE DESCRIBED AND DEFINED  BELOW.  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 30, 2003, the  Corporation  had issued and
outstanding 31,918,122 Common Shares.

         The  Corporation  shall make a list of all persons  who are  registered
holders of Common Shares on May 13, 2003 (the "Record Date") and the number of
Common  Shares  registered  in the  name  of each  person  on  that  date.  Each
shareholder is entitled to one vote for each Common Share registered in his name
as it  appears  on the list  except  to the  extent  that such  shareholder  has
transferred  any of his shares after the Record Date and the transferee of those
shares produces  properly endorsed share  certificates or otherwise  establishes
that he owns the shares and demands, not later than ten days before the Meeting,
that his name be included in the list.  In such case the  transferee is entitled
to vote his shares at the Meeting.


         Two persons present in person and each entitled to vote at a meeting of
shareholders  is  required  for a  quorum.  An  abstention  will be  counted  as
"represented"  for the  purpose  of  determining  the  presence  or absence of a
quorum. A broker  non-vote,  which is an indication by a broker that it does not
have discretionary authority to vote on a particular matter, will not be treated
as "represented" for quorum purposes.


         Under the Canada Business  Corporations Act (the "CBCA"), 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 proposals in respect of the  appointment  of  independent  auditors,  the
proposal to approve the Doral  Transactions,  Doral  Transaction  Documents  and
Doral Shares,  and the proposal to approve the By-law Amendment,  the votes cast
in favour of such proposal must exceed the votes cast against.  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.


                                       2



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,
                          2002           2001              2000               1999                1998
      --------------------------------------------------------------------------------------------------------
                       (Each U.S. Dollar Purchases the Following Number of Canadian Dollars)
      --------------------------------------------------------------------------------------------------------

                                                                                  
           High          1.6128         1.6023            1.5600             1.5302              1.5770
      --------------- -------------- -------------- ------------------- ------------------ -------------------

           Low           1.5108         1.4933            1.4350             1.4440              1.4075
      --------------- -------------- -------------- ------------------- ------------------ -------------------

         Average         1.5702         1.5519            1.4871             1.4827              1.4894
      --------------- -------------- -------------- ------------------- ------------------ -------------------

         Year End        1.5800         1.5925            1.4995             1.4440              1.5375
      --------------- -------------- -------------- ------------------- ------------------ -------------------


                     PROPOSAL NO. 1 -- ELECTION OF DIRECTORS


         The  Articles  of  Continuance  of the  Corporation  (the  "Articles"),
provide that the board of directors of the Corporation (the "Board") 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.  Pursuant to the  Articles,  the Board has
been  empowered  to set the size of the Board,  subject to any  limitations  set
forth in the  Articles of the CBCA.  The  Articles  provide  that the Board may,
between meetings of shareholders,  appoint one or more additional directors, but
only if, after such  appointment,  the total  number of  directors  would not be
greater than one and  one-third  times the number of directors  required to have
been elected at the last annual meeting of shareholders.


         At the Meeting,  shareholders of the Corporation will be asked to elect
five directors.  The following table provides the names of the director nominees
of management of the Corporation  (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.




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

                                                                                   
William Long                       Chief Executive              Since 1988                  2,369,529 (2)
Cody, Wyoming                      Officer & Director

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

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

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

Edward Dickinson                   Chief Financial              Since 2002                    379,700(6)
Reno, Nevada                       Officer, Secretary &
                                   Director
------------------------------------------------------------------------------------------------------------------


                                       3



 (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 100,000 Common Shares subject to presently exercisable options
         granted to Dr. Long pursuant to the 1996 Plan and 260,000 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.

         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, 56, 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,


                                       4


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,  70,  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.,  Assure  Energy,  Inc.,  Radiant Energy 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,  54, 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. At that time, he became Chief
Executive  Officer of PlanPlus Inc.,  Canada's  oldest firm  specializing in the
development  and  distribution  of wealth  management  software to the financial
services industry. Mr. Hartman also 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,  80, has been a director of the Corporation  since June
1997. He also currently serves as a director of Aspen  Exploration  Corporation,
Tananger  Resources and Pallaum  Mining Inc.  Since his  retirement in 1988, Mr.
Sheldon has performed  consulting work for several  clients,  including  Newmont
Exploration  of Canada  Limited.  Mr.  Sheldon  served as  President  of Newmont
Exploration  of Canada  Limited and Vice President of Newmont Mines Limited from
1975 until  1988 when he  retired.  Mr.  Sheldon  was  responsible  for  mineral
exploration,  appraisals and development of mining properties  throughout Canada
for Newmont  Mining  Corporation,  a natural  resource  company  with  worldwide
operations.  Mr. Sheldon obtained a bachelors  degree in Geological  Engineering
from  the  University  of  British  Columbia  in  1948.  He is a  member  of the
Association  of  Professional   Engineers  of  British  Columbia,  the  American
Institute  of Mining  and  Metallurgy,  the  Canadian  Institute  of Mining  and
Metallurgy,  the Society of Mining  Engineers,  the British  Columbia  and Yukon
Chamber of Mines (past  president) and the Engineers  Club,  Vancouver,  British
Columbia (past president).

         Edward H. Dickinson,  56, was appointed Chief Financial  Officer of the
Corporation in March 2000,  was appointed  Secretary in June 2001 and has been a
director of the Corporation  since 2002. 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.

                                       5


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,  56,  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.

         C.  Patrick  Costin,   60,  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 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:

                                       6


         Kenneth E. Lyon, 62, 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.


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

         Set forth below is information with respect to beneficial  ownership of
Common  Shares as of April 30, 2003 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          2,369,529(3)                  6.9%
                          Officer & Director)
                          57 Sunset Rim
                          Cody, Wyoming  82414
-----------------------------------------------------------------------------------------------------------------

Common                    Rudi E. Moerck (President)                       103,500(4)                     *
                          25107 Callaway
                          San Antonio, Texas 78258
-----------------------------------------------------------------------------------------------------------------

Common                    C. Patrick Costin (Vice President)             1,083,333(5)                  3.3%
                          1850 Aquila Avenue
                          Reno, Nevada 89509

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

Common                    Edward H. Dickinson  (Chief Financial            379,700(6)                  1.2%
                          Officer, Secretary and Director)
                          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)                     *
                          136 Colborne
                          Fenelon Falls, ON K0M 1N0
-----------------------------------------------------------------------------------------------------------------



                                       7




-----------------------------------------------------------------------------------------------------------------
Title of Class            Name and Address of                        Amount and Nature of           Percentage
                          Beneficial Owner                          Beneficial Ownership(1)         of Class(2)
-----------------------------------------------------------------------------------------------------------------
                                                                                              
Common                    Robert Sheldon (Director)                         45,000(9)                     *
                          8789 Redrooffs Road
                          Half Moon Bay, British Columbia
                          V0N 1Y0
-----------------------------------------------------------------------------------------------------------------

Common                    Louis Schnur       (Significant                3,507,097(10)                 9.9%(10)
                          Shareholder)
                          6941 South Western Ave.
                          Chicago, IL  60613
-----------------------------------------------------------------------------------------------------------------

Common                    Cranshire Capital,  L.P. (Significant          1,657,211(11)                 4.9%
                          Shareholder)
                          666 Dundee Road, Suite 1901
                          Northbrook, IL  60062
-----------------------------------------------------------------------------------------------------------------

Common                    All   Directors  and  Officers  as  a          4,081,062(12)                11.3%
                          Group
                          (7 persons)
-----------------------------------------------------------------------------------------------------------------


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

(1)      Includes  all  Common  Shares  issuable  pursuant  to the  exercise  or
         conversion of options and warrants that are exercisable  within 60 days
         of April 30, 2003.
(2)      Based on 31,918,122 Common Shares outstanding as of April, 2003. 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  convertible  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 100,000 Common Shares subject to presently exercisable options
         granted to Dr. Long pursuant to the 1996 Altair  Nanotechnologies  Inc.
         Stock Option Plan (the "1996 Plan") and 260,000  Common Shares  subject
         to presently  exercisable  options  granted to Dr. Long pursuant to the
         1998 Altair Nanotechnologies Inc. Stock Option Plan (the "1998 Plan").
(4)      Includes 100,000 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 2,986,678  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 outstanding Common
         Shares.  But for  the  effect  of  such  provision,  Mr.  Schnur  would
         beneficially  own  7,657,644  Common  Shares   (5,382,223   subject  to
         warrants),  representing  19.8%  of the  Common  Shares  that  would be
         outstanding were such warrants exercised.
(11)     Includes 1,155,211  presently  exercisable  warrants to purchase Common
         Shares.
(12)     Includes 470,000 Common Shares subject to presently exercisable options
         granted to officers and  directors  pursuant to the 1996 Plan,  789,700
         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.

                                       8


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,  2002,  December 31, 2001 and December 31,
2000 in respect of William P. Long who was,  at  December  31,  2002,  the Chief
Executive  Officer of the Corporation and C. Patrick Costin who was, at December
31, 2002, 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, 2002 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, 2002,
December 31, 2001 and December 31, 2000 in respect of Kenneth E. Lyon,  who was,
at December 31, 2002,  the  President  of Altair  Nanomaterials,  Inc., a wholly
owned subsidiary of the Corporation.



                                                 Summary Compensation Table
                                       Annual Compensation                        Long Term Compensation
                                       -------------------                        ----------------------
                                                                           Restricted
                                                                 Other      Shares or   Securities
                          Fiscal                                 Annual    Restricted     Under
All Other
                          Year                                   Compens      Share      Options         LTIP
Compen-
                          Ended       Salary (1)    Bonus(1)      ation       Units       Granted       Payouts
sation
    Name and Title       Dec. 31,      (U.S. $)     (U.S. $)    (U.S. $)      (#)          (#)         (U.S. $)
(U.S. $)
    --------------       --------      --------     --------    --------      ---          ---         --------
--------

                                                                                        
William P. Long, Chief     2002         91,200     9,120        Nil          Nil        110,000        Nil
116,000(2)
Executive Officer and      2001         91,200     9,120        Nil          Nil        100,000        Nil
Nil
Director                   2000         91,200    9,120         Nil          Nil          Nil          Nil
Nil

C. Patrick Costin, Vice    2002        100,320     Nil          Nil          Nil          Nil          Nil
Nil
President                  2001        100,320     Nil          Nil          Nil        125,000        Nil
Nil
                           2000        100,320     Nil          Nil          Nil          Nil          Nil
Nil

Kenneth E. Lyon            2002        108,000     Nil          Nil          Nil         10,000        Nil
Nil
President of Altair        2001        103,846     Nil          Nil          Nil         30,000        Nil
Nil
Nanomaterials, Inc.        2000         49,500     Nil          Nil          Nil         20,000        Nil
Nil


(1)      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 2002,  2001 and 2000 were U.S.  $100,320,  U.S.  $91,200 and U.S.
         $100,320, respectively.

(2)      This amount  represents  the value,  as of the issue  date,  of 200,000
         Common Shares issued to Dr. Long in connection  with the termination of
         certain terms of his employment agreement.


(b)      Option Grants in 2002

          The following table provides details with respect to stock options, if
any, granted to Dr. Long, Mr. Costin and Mr. Lyon during the year ended December
31, 2002:

                                       9




                                    Individual Grants
-----------------------------------------------------------------------------------------------------------------------------


                                   % of Total                 Market Value of                 Potential Realizable
                                    Options                     Securities                   Value at Assumed Rates
                                   Granted to     Exercise     Underlying                        of Share Price
                                   Employees in   Price per   Options on the                Appreciation for Option
                                    Financial      Share       Date of Grant  Expiration          Term (US$)
                          Name        Year         (US$)         (US$)          Date          5%            10%
----------------------------------------------------------------------------------------------------------------------------
                                                                                    
William P. Long,          110,000    16.2%         1.20           0.89         05/04/07     (7,052)      25,669
President and Director
----------------------------------------------------------------------------------------------------------------------------
Kenneth E. Lyon,           10,000     1.5%         0.70           0.50         12/30/07       (619)       1,053
President of Altair
Nanomaterials, Inc.
----------------------------------------------------------------------------------------------------------------------------


         On May 6, 2002, the Board approved an extension of the expiry date from
May 14, 2002 to May 14, 2004 for  100,000  options  held by Dr. Long and 100,000
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, 2002 and options  exercised by
them during the year ended December 31, 2002:



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

                        Securities                  Number of Securities Underlying          Value of Unexercised
                       Acquired on     Aggregate        Unexercised Options at             In-the-money Options at
                         Exercise        Value            December 31, 2002                  December 31, 2002
        Name               (#)         Realized      Exercisable     Unexercisable
                                                       (#)               (#)                 Exercisable
Unexercisable
-------------------------------------------------------------------------------------------------------------------------

                                                                                              
William P. Long,            Nil            Nil         360,000           Nil                     Nil            N/A
CEO and Director
-------------------------------------------------------------------------------------------------------------------------

C. Patrick Costin,          Nil            Nil         275,000           Nil                     Nil            N/A
Vice President
-------------------------------------------------------------------------------------------------------------------------
Kenneth E. Lyon
President of Altair         Nil            Nil         260,000           Nil                     Nil            N/A
Nanomaterials Inc.
-------------------------------------------------------------------------------------------------------------------------


 (d)     Compensation of Directors

         Directors who are not officers of the  Corporation are paid U.S. $1,000
per meeting attended in person for their services as directors.  During the year
ended  December  31,  2002,  there were no  payments  made 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, 2002 other than amounts paid to Dr. Long in his capacity as
Chief Executive Officer set forth herein.

                                       10


         Directors of the Corporation and its  subsidiaries are also entitled to
participate  in the 1996  Plan and the 1998  Plan.  As at April  30,  2003,  the
Corporation had outstanding  options to purchase 735,000 Common Shares under the
1996 Plan,  370,000 of which have been  granted  to  directors,  and  options to
purchase 3,326,700 Common Shares under the 1998 Plan, 514,700 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 not less than 10% of Dr. Long's annual compensation.

(f)      Compensation Committee Interlocks and Insider Participation

         The Corporation's executive compensation program is administered by the
Board as the Corporation  does not have an independent  compensation  committee.
The Board  currently  consists of William  Long,  Robert  Sheldon,  James Golla,
George  Hartman and Edward  Dickinson.  In addition to evaluating  and approving
employment  contracts for key employees  throughout the year, the Board formally
considered  compensation  issues  five  times  during  the 2002  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 and Edward
Dickinson is the Chief Financial Officer and Secretary 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 2002 fiscal
year.

                                       11


         Compensation Objectives and Policies

         In  determining  the amount and  composition  of  compensation  for the
Corporation's  executive  officers,  the  Board 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
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 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 2002 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 2002 fiscal year due
to the lack of substantial revenue during the 2002 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 2002 fiscal year,  the Board awarded
options to purchase 110,000 Common Shares to Dr. Long,  300,000 Common Shares to
Dr.  Moerck and 10,000  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.

                                       12


         Chief Executive Compensation for 2002

         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
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 2002 fiscal year, the Board determined to pay
Dr. Long a bonus of U.S.  $9,120 in respect of the 2002 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
         Edward Dickinson

 (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]            12/31/98       12/31/99       12/31/00        12/31/01       12/31/02

                                                                                                 
Altair Nanotechnologies Inc.                     100              59             22             21               8
Nasdaq Index                                     100             186            112             89              62
S&P Specialty Chemicals Index                    100             108             94             87              51


                                       13



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

         Audit  Committee(1).  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 2002 fiscal year and, if elected by the  shareholders,
each such  director  is expected  to be a member of the audit  committee  during
2003. The audit committee met twice, via conference call, during the fiscal year
ended  December 31, 2002.  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 2002 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 that the
Corporation's  audited financial  statements be included in its Annual Report on
Form 10-K for the year ended  December 31, 2002,  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.



Report On Repricing Of Stock Options
------------------------------------

         On May 6, 2002, the Board  authorized the repricing of existing options
held by certain employees,  including  outstanding  options held by Mr. Lyon and
Mr.  Dickinson.  The Board, in  consideration of the decline in trading price of
the Corporation's Common Shares since the original options were granted, desired
to continue to provide  sufficient  incentive  for the option  holders to remain
employees of the Corporation.  Accordingly, the Board reduced the exercise price
of the options to a price  nearer the  then-current  market  price of the Common
Shares. The foregoing is submitted by the Board of directors:

                                       14


         William P. Long
         James Golla
         Robert Sheldon
         George Hartman
         Edward Dickinson

         The following table provides information related to any options held by
executive  officers of the Company or its  consolidated  subsidiaries  that have
been repriced during the prior 10 completed fiscal years of the Company:




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

                                        Number of       Market                                      Length of
                                        Securities     Price of                                     Original
                                        Underlying     Stock at        Exercise                   Option Term
                                       Options/SARs    Time of       Price at Time     New         Remaining at
                                       Repriced or     Repricing   of Repricinge or   Exercise      Date of
  Name and Position         Date       Amended (#)   or Amendment     Amendment ($)   Price ($)  Amendment (Years)

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

                                                                                     
Edward Dickinson         May 6, 2002      45,000        $0.89          $3.06           $1.20           3.8
   (Chief Financial
   Officer,  Secretary
   and Director)

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

Kenneth Lyon            May 6, 2002       30,000        $0.89          $2.25           $1.20           4.2
(President of Altair
Nanomaterials, Inc.)

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



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

         During the fiscal  year ended  December  31,  2002,  the Board held six
meetings via  conference  call. In addition,  the Board  considered and acted on
various matters throughout the year by executing  twenty-two consent resolutions
by  unanimous  written  consent.  The  Corporation  does not maintain a standing
nominating committee of the Board.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------


         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  as  follows:  (a) A Form 4
related to a transaction  occurring on January 30, 2002 for Dr. William P. Long,
our Chief  Executive  Officer,  was due on  February  10,  2002 but was filed on
October 23,  2003;  (b) Forms 4 related to  transactions  occurring on April 10,
2002 and December 30, 2002 for Rudi E. Moerck,  our  President,  were due on May
10, 2002 and January 2, 2003, respectively, but were filed on a single Form 4 on
February  24,  2003;  and (c) a Form 4 related  to a  transaction  occurring  on
February 20, 2003 for Rudi E.  Moerck,  our  President,  was due on February 24,
2003 but was filed on March 14, 2003.


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

         During  September 2002,  Louis Schnur,  a principal  shareholder of the
Corporation,  purchased  890,593 Common Shares and 1,335,890  warrants for total
consideration of $935,123.  The warrants have exercise prices ranging from $1.50
to $2.50 and  expiration  dates ranging from  September 5, 2007 to September 26,
2007,  but may be  triggered  earlier  dependent  upon the closing  price of the
Common  Shares.  In addition,  Mr.  Schnur  exercised  warrants in April 2002 to
purchase  286,169  Common  Shares at $1.05 per share.  These  warrants  had been
repriced to $1.05 per share from prices ranging from $3.50 to $5.00 per share.



                                       15


         Cranshire  Capital,  L.P.  became  a  significant  shareholder  of  the
Corporation on May 7, 2002,  following its purchase,  for an aggregate  purchase
price of $750,000  of 937,500  Common  Shares and  234,375  warrants to purchase
common shares. The warrants have an exercise price of $1.13 per share and expire
on May 7, 2007.

         Between  September 5, 2002, and November 26, 2002,  Cranshire  Capital,
L.P.  purchased an aggregate of 1,233,334  Common Shares and 920,836 warrants to
purchase common shares for an aggregate purchase price of $600,000. The warrants
have exercise prices ranging from $1.00 to $1.75 per share and expiration  dates
ranging from September 5, 2007 to November 26, 2007.


         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 was
non-interest bearing and payable on demand. In November 2001, $25,000 was repaid
and the remaining $50,000 was repaid in 2002.

         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 were non-interest bearing and payable on demand. The loans were repaid
in 2002.

         The  employment  agreement  between the  Corporation  and Dr. Long, our
Chief Executive Officer, contains a provision requiring the Corporation to issue
Dr.  Long  200,000  Common  Shares  in  connection  with  a  termination  of his
employment agreement. In exchange for Dr. Long's termination of his rights under
such provision, during December 2002, Dr. Long was issued 200,000 Common Shares.

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

         No  officer  or  director  of  the  Corporation  was  indebted  to  the
Corporation  as of  December  31,  2002 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.

                                       16


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

         Ratification  of the  appointment by the Board of Deloitte & Touche LLP
as the independent public accountants for the Company for the fiscal year ending
December 31, 2003, and authorization of the Board 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 $107,977 for professional  services rendered
for the audit of its financial  statements for the year ended December 31, 2002,
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 Fees and All Other Fees
-------------------------------------------------------------------------------

         During  the  2002  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  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 and audit committee of the Corporation, the Corporation appointed Deloitte
& Touche LLP as the Corporation's  independent public accountants for the fiscal
year ended December 31, 2000. No consultations  occurred between the Corporation
and  Deloitte  & Touche  during  the two  fiscal  years and any  interim  period
preceding the  appointment  of Deloitte & Touche  regarding the  application  of
accounting principles, the type of audit opinion that might be rendered or other
accounting,  auditing or financial  reporting  issues.  The Corporation  engaged
Deloitte & Touche effective March 20, 2001.


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 CBCA, once a quorum is established,  shareholder  approval with respect to a
particular resolution is generally obtained when the votes cast in favour of the

                                       17

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  recommends a vote FOR  ratification  of the  appointment  of
Deloitte & Touche LLP as  independent  public  accountants  for the fiscal  year
ending  December  31, 2003 and  authorization  of the board of  directors to set
their remuneration.



                 PROPOSAL NO. 3 - APPROVAL OF DORAL TRANSACTIONS

         Since  December  15,  2000,  the  Corporation  has entered into various
related  transactions  with Doral 18, LLC  ("Doral")  involving  the issuance of
Common  Shares,  notes  convertible  into  Common  Shares and  warrants  for the
purchase of Common  Shares.  Doral is a private asset  management and investment
advisory firm. The Corporation was introduced to Doral in approximately  October
2000 by an independent financial consultant and, prior to such introduction, the
Corporation had no financial or other dealings with Doral.  The Corporation does
not  view  Doral  or  persons   associated  with  Doral  as  affiliates  of  the
Corporation,  and all  transactions  with  Doral  have been  negotiated  at arms
length.

         In  order  to  satisfy  a  covenant  in one  such  note  and a  listing
requirement of the Nasdaq  SmallCap  Market,  at the Meeting,  shareholders  are
being  asked  to  consider  and  authorize,   approve,  adopt  and  ratify  such
transactions,  the  related  agreement  and the  Common  Shares  issued  in such
transactions.


Description of Doral Transactions and Related Securities
--------------------------------------------------------

     Initial  Transaction.  On December  15,  2000,  the  Corporation  and Doral
entered into a Securities Purchase Agreement (the "Initial Purchase  Agreement")
pursuant  to which the  Corporation  issued to Doral a  $7,000,000  Asset-Backed
Exchangeable  Term Note (the "Initial  Note") and a Warrant to purchase  350,000
Common Shares at an initial  exercise price of $3.00 per share at any time on or
before December 15, 2005 (the "Initial Warrants"). The Initial Note, the Initial
Warrants and related rights were sold to the investor in exchange for $7,000,000
less financing fees. The financing fees include a $115,000  finder's fee paid to
JE  Matthew  LLC,  the  entity  that  managed  Doral,  $45,000  paid to Doral to
reimburse  it for legal  expenses  and a $40,000  finder's  fee paid to  Murdock
Capital  Partners,  the entity that introduced the Corporation to JE Matthew LLC
and Doral.

           The Initial Note was in the principal  amount of  $7,000,000  and the
holder earned  interest at a rate of 10% per annum.  Under the Initial Note, the
Corporation  was required to make monthly  payments on or before the 15th day of
each calendar  month in the principal  amount of $291,667 plus accrued  interest
(the "Monthly Payment Amount").  The Initial Note was due and payable in full on
December 15, 2003. The  Corporation  was permitted to redeem the Monthly Payment
Amount in cash.  If the  Corporation  elected not to redeem the Monthly  Payment
Amount, on each due date, the holder of the Initial Note automatically  received
the right to  exchange  (immediately  or at any later date  during the term) the
Monthly  Payment Amount into Common Shares at the applicable  "Exchange  Price."
The Exchange  Price for any date was the lesser of (a) a fixed exchange price of
$3.00,  subject to a  weighted-average  adjustment for issuances  below the then
current  fixed  exchange  price,  or (b) the  average of the lowest  three daily
trading prices of the Common Shares during the 15 trading days ending on the day
before  an  exchange  right  was  exercised.  Through  December  28,  2001,  the
Corporation  repaid $1,894,394 of principal and paid $61,546 of interest in cash
with  respect to the  Initial  Note and issued  824,800  Common  Shares upon the
exercise of exchange  rights that accrued  under the Initial  Note.  Such Common
Shares had a market value at the time of issuance of $1,150,425.

                                       18

           The Initial Note was secured by a pledge of the intellectual property
and common  stock of Altair  Nanomaterials,  Inc.,  a  second-tier  wholly-owned
subsidiary of the Corporation. Altair Nanomaterials,  Inc. owns and operates the
titanium processing  technology the Corporation  acquired in 1999 (including any
pharmaceutical  applications  of such  technology).  The  Initial  Note was also
secured  by a pledge of the  common  stock and  leasehold  interests  of Mineral
Recovery Systems, Inc., a wholly-owned subsidiary of the Corporation which holds
the Corporation's leasehold interests in the Camden, Tennessee area.


           In addition, in connection with the issuance of the Initial Note, the
Corporation  agreed to file,  and cause to be  effective  within a certain  time
period,  a registration  statement  registering the re-sale of the Common Shares
issuable in connection with the Initial Note and the Initial  Warrants.  In part
because  of a lengthy  Commission  review of the  registration  statement  and a
change in the Corporation's  independent auditors, the Corporation was unable to
cause such registration  statement to be effective on a timely basis. As part of
a negotiated settlement for the untimely registration statement, the Corporation
issued to Doral a warrant to purchase 300,000 Common Shares at an exercise price
of $3.00  per share at any time on or before  December  15,  2005 or the date 60
days  following  the fifth day the closing  price of the Common Shares equals or
exceeds $12.00 per share (the "Penalty Warrants").

     The First Note  Amendment.  On December 28, 2001, the Corporation and Doral
entered  into a Note  Termination  and First  Amendment  Agreement  (the  "First
Amendment  Agreement")  pursuant to which Doral agreed to terminate  the Initial
Note in exchange for (i) $2,500,732 in cash that had been held as collateral for
a letter of credit that secured the Initial Note, (ii) a $2 million Secured Term
Note (the "First Amended Note"), (iii) warrants (the "First Amendment Warrants")
for 200,000 Common Shares of the Corporation with an exercise price of $1.50 per
share and (iv) conditional warrants (the "Conditional  Warrants") with a nominal
exercise  price of $.01 per share that vest with respect to 25,000 Common Shares
when the price of the Common  Shares  reaches  $2.00 per share and an additional
25,000 Common Shares for each $.50 increase thereafter.  None of the Conditional
Warrants have vested,  or been exercised,  through April 30, 2003. In connection
with the  First  Amendment  Agreement,  the  Corporation  also  entered  into an
Amendment No. 1 to Stock Purchase Warrants (the "Warrant  Amendment  Agreement")
pursuant to which the  exercise  price of the Initial  Warrants  and the Penalty
Warrants  was reduced to $1.50 and pursuant to which all  provisions  that would
cause the exercise price to round down in connection  with lower price issuances
were deleted.

           The First Amended Note was in the principal amount of $2,000,000, and
the holder earned  interest at a rate of 11% per annum.  Under the First Amended
Note,  the  Corporation  was  required to make monthly  interest  payments on or
before the 28th day of each  calendar  month.  If the  Corporation  did not make
interest  payments in cash on or before the due date,  the holder  received  the
right to exchange the amount of the monthly  interest payment into Common Shares
at a price equal to 75% of the  average  closing  price of the Common  Shares as
reported by Bloomberg for the five preceding trading days.  Between December 28,
2001 and December 31,  2002, a total of 299,304  Common  Shares were issued with
respect to interest  accrued under the First  Amended Note,  which Common Shares
had a market value of $292,209 at the time of issuance.  No cash  payments  were
made with respect to principal or interest under the First Amended Note.

           The First Amended Note continued to be secured by the same collateral
that secured the Initial Note. In  connection  with the First Amended Note,  the
Corporation  agreed to register,  and has registered,  the re-sale of all Common
Shares issued in connection  with the First  Amended Note,  the First  Amendment
Warrants, the Conditional Warrants and the Penalty Warrants.

                                       19

           Second Note  Amendment.  On November 25, 2002,  the  Corporation  and
Doral  entered  into a Note  Amendment  Agreement  dated  November 21, 2002 (the
"Second Amendment  Agreement"),  pursuant to which,  among other things, (1) the
principal  amount of the First  Amended  Note was  reduced  from  $2,000,000  to
$1,400,000  in  exchange  for the  Corporation's  issuance of  1,500,000  Common
Shares,  (2) the First Amended Note was amended to extend the maturity date from
March 31,  2003 to March 31,  2004,  and (3)  warrants  (the  "Second  Amendment
Warrants") to purchase  750,000  Common Shares were issued to Doral.  The Second
Amendment  Warrants are exercisable at $1.00 per share and expire on the earlier
of November 21, 2007 or,  anytime after the  underlying  Common Shares have been
registered  for sale,  the 180th day following the date the closing price equals
or exceeds $3.00 for five consecutive  days. In order to effect these amendments
to the First Amended Note, and others  described below, the parties entered into
a Second  Amended and Restated  Secured  Term Note dated  November 21, 2002 (the
"Second Amended Note"), which supersedes the First Amended Note.

           The Second Amended Note is in the principal  amount of $1,400,000 and
is due and  payable  on March 31,  2004.  Interest  on the Second  Amended  Note
accrues  at the rate 11% per annum and is  payable  monthly  in arrears in cash.
Under the Second  Amended  Note,  a right to convert  $280,000 of  principal  (a
"Conversion Right") accrues on each of March 1, 2003, June 1, 2003, September 1,
2003, December 1, 2003 and March 1, 2004. If the amount that would be subject to
a  Conversion  Right is prepaid  prior to the date of accrual,  such  Conversion
Right does not accrue. Once a Conversion Right has accrued, the principal amount
subject to such Conversion Right cannot be prepaid unless all principal  amounts
not subject to a  Conversion  Right have been prepaid in full.  Each  Conversion
Right gives the holder the right to convert the  subject  principal  amount into
Common Shares at a conversion  price equal to the lesser of, (a) $1.00,  and (b)
70% of the  average of the closing  price of the Common  Shares for the five (5)
trading  days  ending on the  trading day  immediately  preceding  the date with
respect to which such Conversion Right accrued.  The first such Conversion Right
accrued on March 1, 2003 with respect to the full  $280,000 in principal and has
been  partially  exercised,  resulting in the issuance of 901,388  Common Shares
with a market value at the time of issuance of $353,805.

     Rule  4350(i)(1)(D)  ("Rule 4350")  promulgated by the NASD with respect to
the Nasdaq SmallCap  Market requires that an issuer whose  securities are listed
on the Nasdaq SmallCap Market obtain shareholder approval prior to entering into
any agreement,  or issuing any security,  under which the total number of common
shares of the company issued could exceed 19.9% of the common shares outstanding
immediately  prior to the  transaction  (or the  first in a  series  of  related
transactions).  In order to ensure  compliance with Rule 4350,  Altair and Doral
included in the Second Amended Note a provision  that prohibits  exercise of any
conversion rights under the Second Amended Note if, following such exercise, the
total number of Common Shares issued in connection with the Second Amended Note,
all  predecessor  notes and all related  warrants and  agreements,  would exceed
19.9% of the  outstanding  Common  Shares  on  December  15,  2000.  In order to
persuade  Doral to agree to such  limitation,  the  Corporation  was required to
covenant  to submit the Second  Amended  Note and  related  transactions  to the
Corporation's  shareholders  for  approval at the Meeting and to permit Doral to
call the Second Amended Note in the event such  transactions are not approved at
the Meeting.  Under such call  provision,  Doral may accelerate the due date for
the  Second  Amended  Note to any date  that is at least 30 days  following  its
delivery of written notice of acceleration.

     The Initial Purchase  Agreement,  Initial Note,  Initial Warrants,  Penalty
Warrants,  First  Amendment  Agreement,  First  Amended  Note,  First  Amendment
Warrants,  Conditional Warrants, Second Amendment Agreement, Second Amended Note
and  Second  Amendment  Warrants  are  collectively  referred  to as the  "Doral
Transaction Documents;" and the Common Shares issued under the Doral Transaction
Documents to date, and issuable in connection with such documents in the future,
are collectively referred to as the "Doral Shares;" and the transaction in which
the Doral  Transaction  Documents were executed and the Doral Shares were or may
be issued are collectively referred to as the "Doral Transactions."

                                       20



Common Shares Issued And Description of Common Shares
-----------------------------------------------------

           Common Shares Issued in Doral Transactions.  To date, an aggregate of
3,773,259  Common  Shares  have been issued  pursuant  to the Doral  Transaction
Documents,  which represents 11.8% of the outstanding Common Shares on April 30,
2003.  Subject to  approval of the Doral Note  Transaction  at the  Meeting,  an
indeterminable  number of additional  Common Shares may become issuable upon the
exercise of Conversion  Rights that may accrue under the Second Amended Note. In
addition,  Doral has the right to  purchase an  aggregate  of  2,100,000  Common
Shares upon the exercise of the Initial Warrant,  the Penalty Warrant, the First
Amendment Warrant and the Second Amendment  Warrant.  No other Doral Transaction
Documents provide for future issuances of Common Shares to Doral.

           The number of Common  Shares that may be issued upon the  exercise of
Conversion Rights that may accrue under the Second Amended Note varies depending
upon whether the Corporation  prepays quarterly  principal  payments in order to
prevent  Conversion  Rights from accruing.  Moreover,  if such Conversion Rights
accrue and are not subsequently  redeemed,  the number of Common Shares issuable
upon the exercise of Conversion Rights varies depending upon the market price of
the  Common  Shares at the time of  accrual.  Accordingly,  the total  number of
Common Shares that may be issued to Doral in connection  with the Second Amended
Note,  and the  Doral  Transaction  Documents  in the  aggregate,  if the  Doral
Transactions are approved, cannot be determined at this time.

         In order to illustrate the possible  number of Common Shares that might
be issued to Doral under the Second Amended Note and under the Doral Transaction
Documents in the aggregate,  the following table sets forth the number of Common
Shares that would be issued to Doral under the Second  Amended  Note,  and under
the Doral Transaction  Documents in the aggregate,  if all remaining  Conversion
Rights  under  the  Second  Amended  Note  were  permitted  to  accrue  and  not
subsequently  redeemed and the average of the closing price of the Common Shares
for the five trading days preceding the date each Conversion  Right accrued were
assumed to be (a) $1.50,  which is the  maximum  exercise  price of any  warrant
included in the Transaction  Documents and which  approximates the closing price
at which  the  $1.00  cap on the  conversion  rate of the  Conversion  Rights is
triggered,  (b) $0.50 per share,  (c) $0.25 per share,  and (d) $0.10 per share.
Such prices are selected for  illustration  purposes only and do not reflect our
actual estimate of the average of the closing price of our Common Shares for any
particular period.



                                                                  Assumed Average Closing Price
                                                         for Five Days Prior to Conversion Right Accrual
                                                  $1.50              $0.50             $0.25             $0.10

                                                                                           
                   Shares Issued to Date        3,773,259          3,773,259         3,773,259         3,773,259

         Shares Likely to Be Issued Upon
             Exercise of Warrants(1) (2)        2,100,000             Nil               Nil               Nil

    Shares Issuable Upon the Exercise of
          Remaining Conversion Rights(2)        1,140,400          3,258,286         6,516,571         16,291,429

           Total Number of Common Shares        7,013,659          7,031,545         10,289,830        20,064,688

            Percentage of Outstanding(3)
      Common Shares as of April 30, 2003          22.0%              22.0%             32.2%             62.9%



                                       21

         (1) Assumes that Doral would exercise each of its 2,100,000 warrants to
         purchase  Common  Shares only if the market price for the Common Shares
         were equal to or greater than the exercise price of the warrant.  Also,
         assumes that all 500,000  Conditional  Warrants  would have vested even
         though none of the  Conditional  Warrants vests until the Common Shares
         trade at $2.00 per share and thereafter the  Conditional  Warrants vest
         at the rate of an  additional  25,000  Common  Shares  for  each  $0.50
         increase in the market price of our Common Shares.

         (2)  Assumes  that  shareholder  approval  is  obtained  for the  Doral
         Transactions  and the Doral  Transaction  Documents.  Through April 30,
         2003, Doral had converted  $259,600 of accrued principal and was issued
         901,388 Common Shares.  Shares  issuable upon the exercise of remaining
         conversion  rights  is  calculated  assuming  the  remaining  principal
         balance of  $1,140,400  is  converted  upon  accrual of the  conversion
         right.

         (3)  Represents  percentage of outstanding  Common Shares  assuming the
         number of  outstanding  Common  Shares on the date of  exercise  of the
         respective rights is equal to the 31,918,122 Common Shares  outstanding
         on April 30, 2003.

         Description of Common Shares. The Articles authorize the issuance of an
unlimited  number of Common  Shares,  which do not have par  value.  Holders  of
Common  Shares are  entitled to one vote per share on all matters to be voted on
by shareholders.  There is no cumulative  voting with respect to the election of
directors.  The holders of Common Shares are entitled to receive  dividends,  if
any, as may be declared  from time to time by our Board in its  discretion  from
funds legally available therefor.  Upon our liquidation,  dissolution or winding
up, the  holders of Common  Shares are  entitled  to receive  ratably any assets
available for distribution to shareholders. The Common Shares have no preemptive
or other  subscription  rights, and there are no conversion rights or redemption
or sinking fund provisions  with respect to such shares.  All of the outstanding
Common Shares are fully paid and nonassessable.

         Neither the  Articles  nor the By-laws of the  Corporation  contain any
provision  that  would  delay,  defer  or  prevent  a  change  in  control.  The
Corporation has,  however,  adopted an Amended and Restated  Shareholder  Rights
Plan Agreement dated October 15, 1999,  which allows our shareholders to acquire
additional Common Shares at a price that would create a strong disincentive to a
tender offer or similar change of control transaction,  if a person acquires, or
announces an intent to acquire,  15% or more of the  outstanding  Common Shares,
and if certain other conditions are met. A copy of this agreement is attached as
Exhibit 10.1 to the Corporation's  Current Report on Form 8-K filed with the SEC
on November 18, 1999. A copy of this  agreement is also  available  upon written
request to the Corporation.

Use of Proceeds
---------------

         The Corporation  received an aggregate of $7,000,000 in connection with
the  issuance of the  Initial  Doral Note in December  2000.  Since  issuing the
Initial Doral Note, the  Corporation  has received an aggregate of $7,755,831 in
additional cash from other sales of its securities to other  investors,  and the
proceeds  from such  subsequent  sales are, to some  extent,  fungible  with and
indistinguishable  from the proceeds the Corporation  received from the issuance
of the  Initial  Doral  Note.  Nonetheless,  to the extent the  Corporation  can
determine  how the proceeds  from the issuance of the  $7,000,000  Initial Doral
Note have been used,  such  proceeds  have been used for the  following  general
purposes:

                                       22





         ---------------------------------------------------------- -------------------
                                                                    Estimated Amount
                                                                         So Used
         Use of Proceeds
         ---------------------------------------------------------- -------------------
                                                                  
         Repayment of cash held as collateral for letter of credit   $2,500,732
         ---------------------------------------------------------- -------------------
         Buyout of repricing rights under common stock purchase
         agreement (1)                                                1,650,000
         ---------------------------------------------------------- -------------------
         Costs of initial debt offering                                 115,000
         ---------------------------------------------------------- -------------------
         Working capital                                              2,734,268
         ---------------------------------------------------------- -------------------


      (1) On March  31,  2000,  the  Corporation  entered  into a  common  stock
      purchase  agreement with a private equity fund under which the equity fund
      purchased  1,251,303  Common  Shares for an  aggregate  purchase  price of
      $6,000,000.  The number of shares  received by the equity fund was subject
      to  repricing  adjustments  based  on  subsequent  closing  prices  of the
      Corporation's  Common  Shares.  This amount was paid to the equity fund to
      terminate the remaining repricing rights in December 2000.

Reasons For Seeking Shareholder Approval
----------------------------------------

         As discussed  above,  under Rule 4350, an issuer whose  securities  are
listed on the Nasdaq SmallCap Market is required to obtain shareholder  approval
prior to entering into any agreement,  or issuing any security,  under which the
total  number of common  shares of the company  issued could exceed 19.9% of the
common shares outstanding  immediately prior to the transaction (or the first in
a series of related transactions). In order to ensure compliance with Rule 4350,
Altair and Doral  included in the Second Amended Note a provision that prohibits
exercise of any conversion  rights under the Second  Amended Note if,  following
such exercise,  the total number of Common Shares issued in connection  with the
Doral Transaction  Documents would exceed 19.9% of the outstanding Common Shares
on December 15, 2000.  In order to persuade  Doral to agree to such  limitation,
the  Corporation  was  required  to  covenant  to submit  the Doral  Transaction
Documents, and the issuance of the Doral Shares thereunder, to the Corporation's
shareholders  for approval at the  Meeting.  In addition,  the  Corporation  was
required to add to the Second Amended Note a "call"  provision under which Doral
may  accelerate  the due date for the Second Amended Note to any date that is at
least 30 days  following its delivery of written notice of  acceleration  if the
Doral Transaction Documents and issuance of the Doral Shares are not approved at
the Meeting.

           Absent a significant  change in the amount of cash and current assets
held by the  Corporation  in the near future,  management  believes that, if the
Doral  Transaction  Documents  and the  issuance  of the  Doral  Shares  are not
approved and Doral  subsequently  determines to  accelerate  the due date of the
Second Amended Note, the  Corporation  would be unable to immediately  repay the
Second Amended Note and would fall into default thereunder.  As described above,
the Second Amended Note is secured by a pledge of the intellectual  property and
common stock of Altair Nanomaterials, Inc., which owns and operates the titanium
processing  technology  that the  Corporation  acquired in 1999  (including  any
pharmaceutical applications of such technology). The Second Amended Note is also
secured  by a pledge of the  common  stock and  leasehold  interests  of Mineral
Recovery Systems, Inc., a wholly-owned subsidiary of the Corporation which holds
the Corporation's  leasehold  interests in the Camden,  Tennessee area. Were the
Corporation  to fall  into  default  under  the  Second  Amended  Note,  Doral's
available  remedies would include  substantially  all remedies arising under the
Uniform Commercial Code,  including the right to take possession of and sell all
collateral  securing  the Second  Amended  Note and keep all  proceeds  up to an
amount  equal to the  amount  owed  under  the  Second  Amended  Note and  costs
associated  with sale of the  collateral.  With  respect to any such sale of the
Corporation's  interest in the  titanium  processing  technology  or its Camden,
Tennessee  mineral leases,  it is important to note that the sales price for any
such property in connection  with a sale following a default would  typically be


                                       23



significantly  less than the sales price would be in an arms length  transaction
between a willing buyer and a willing seller. As a result, if Doral were to take
possession of and sell all of the  collateral  securing the Second Amended Note,
the  proceeds  from such sale may not exceed the amount  owing  under the Second
Amended Note by a significant  amount, or at all. In any case,  following a sale
of the  collateral  securing  the Second  Amended  Note,  Altair would likely be
unable to continue as a going concern.

         The Corporation is seeking approval of the Doral Transactions and Doral
Transaction  Documents  and the  issuance of the Doral Shares in order to comply
with  Rule 4350 and its  obligations  under the  Second  Amended  Note and in an
attempt  to  ensure  that  Doral is not able to  accelerate  the due date of the
Second Amended Note and cause the Corporation to be in default thereunder.

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

         The  affirmative  vote of a majority of the votes cast on this proposal
shall  constitute  approval  of the Doral  Transactions  and  Doral  Transaction
Documents and the issuance of the Doral Shares. Under the CBCA, 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 Doral
Transactions  and Doral  Transaction  Documents  and the  issuance  of the Doral
Shares.

The Board  recommends  a vote FOR approval of the Doral  Transactions  and Doral
Transaction Documents and the issuance of the Doral Shares.


               PROPOSAL NO. 4 - AUTHORIZATION OF BY-LAW AMENDMENT

         The Board has adopted,  and is  submitting to the  shareholders  of the
Corporation for approval,  By-law No. 8 (the "By-law Amendment," a copy of which
is attached  hereto as Appendix A), which amends By-law No. 1 of the Corporation
by revoking  Paragraph 29 thereof and inserting in its place a new Paragraph 29.
The By-law Amendment  provides for, among other things,  the  indemnification of
officers and directors of the  Corporation  to the maximum  extent  permitted by
law. If the By-law  Amendment is approved by the  Corporation's  shareholders at
the Meeting,  the officers of the Corporation will be authorized to take any and
all action necessary or reasonable to comply the intent of the By-law Amendment.

Purpose and Summary of Proposed By-law Amendment
------------------------------------------------

         The  purpose  of  the  proposed  By-law  Amendment  is  to  enable  the
Corporation to attract and retain qualified  directors and officers by requiring
the Corporation to indemnify such individuals in certain situations.  The By-law
Amendment requires the Corporation to indemnify, to the maximum extent permitted
by law, (i) directors and officers of the Corporation, (ii) former directors and
officers of the Corporation, and (iii) any other individual who acts or acted at
the  Corporation's  request on behalf of another entity as a director or officer
(collectively,  "Corporate  Managers") against all costs reasonably  incurred in
connection with any threatened,  pending, or completed  litigation in which such
Corporate  Manager is involved  because of that association with the Corporation
or the other  entity.  However,  the  Corporation  may not indemnify a Corporate
Manager if a court renders a final,  unappealable  decision that such  Corporate
Manager  either  (i) did not act  honestly  and in good faith with a view to the
best interest of the  Corporation  or (ii) did not have  reasonable  grounds for
believing that his or her conduct was lawful. The By-law Amendment also requires
the  Corporation  to  advance  monies to a  Corporate  Manager  for the costs of
pending or  threatened  litigation  if the  Corporation  receives  an  unsecured
conditional  personal promissory note from such Corporate Manager obligating him


                                       24



or her to repay the  advanced  monies if a court  renders a final,  unappealable
decision that he or she either (i) did not act honestly and in good faith with a
view to the best  interest of the  Corporation  or (ii) did not have  reasonable
grounds for  believing  that his or her conduct  was lawful.  Court  approval is
required  in order for the  Corporation  to  indemnify  or  advance  monies to a
Corporate Manager in the case of a derivative action.

         The By-law Amendment is, generally,  consistent with Section 124 of the
CBCA,  which  is the  Section  of the CBCA  related  to the  indemnification  of
Corporate  Managers.  However,  while the  advancement  of monies to a Corporate
Manager in connection with threatened or pending litigation is merely permissive
under Section 124 of the CBCA,  the  Corporation  is required to do so under the
terms of the By-law  Amendment if the  Corporate  Manager  delivers an unsecured
conditional personal promissory note to the Corporation as discussed above.

Effect of Proposed By-law Amendment
-----------------------------------

         If the By-law Amendment is approved at the Meeting,  the Board believes
that the  Corporation  will be better  suited to attract  and  retain  qualified
directors  and  officers.  However,  there can be no  assurance  that the By-law
Amendment  will  have the  desired  effect.  Additionally,  because  the  By-law
Amendment  requires the Corporation to indemnify and advance monies to Corporate
Managers as discussed above, the By-law Amendment could materially  increase the
future liabilities of the Corporation.

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

         The  affirmative  vote of a majority of the votes cast on this proposal
shall  constitute  approval  of the  By-law  Amendment.  Abstentions  and broker
non-votes will not have the effect of being considered as votes cast against the
By-law Amendment.

         The Board of Directors recommends a vote FOR the By-law Amendment.



                                  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 2004,
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  19,  2004.  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 2004  calendar  year,  but fails to
notify the  Corporation of such intention  prior to April 4, 2004,  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.

                                       25


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, 2002 filed with the SEC (other than the  exhibits  except as
expressly  requested).  Requests should be directed to Edward  Dickinson,  Chief
Financial  Officer,  at 204 Edison Way, Reno, Nevada,  89502,  U.S.A., or at the
following telephone number: (775) 858-3750.

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

         The  Corporation  has  delivered  herewith a copy of the  Corporation's
Annual  Report for the fiscal  year  ended  December  31,  2002,  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 __th day of  ______, 2003.

                                 ALTAIR NANOTECHNOLOGIES INC.
                                 /s/   William Long, Chief Executive Officer
                                 -------------------------------------------
                                       William Long, Chief Executive Officer


                                       27





                                   Appendix A


                                By-law Amendment


                                  BY-LAW NO. 8
                                  ------------


         A by-law to amend By-law No. 1 of ALTAIR NANOTECHNOLOGIES INC.

                                                             (the "Corporation")

BE IT ENACTED as a by-law of the Corporation as follows:

29.      INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
         -------------------------------------------

         a)   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 any other  individual
              (regardless  of  whether  the  other  individual  is or is  not an
              officer  or  director  or a  former  officer  or  director  of the
              Corporation) who acts or acted at the Corporation's request for or
              on behalf of  another  entity as a  director  or officer or in any
              similar  capacity,  including  action as an  employee of the other
              entity in the capacity of an attorney,  against all costs, charges
              and expenses  reasonably  incurred by the individual in respect of
              any   threatened,    pending   or   completed   civil,   criminal,
              administrative,  investigative  or other  proceeding  in which the
              individual  is  involved  or  threatened  to become  involved as a
              party,  a  witness  or  in  any  other  fashion  because  of  that
              association with the Corporation or with the other entity.  If but
              only if a  proceeding  is a  derivative  action  brought  by or on
              behalf  of the  Corporation  or some  other  entity  to  procure a
              judgement in its favour, the indemnification  that is provided for
              in this  Section  29(a)  and the  advancement  of  monies  that is
              provided for in Section 29(c) shall  require  prior  approval by a
              court of competent jurisdiction.

         b)   Regardless of Section 29(a),  the Corporation  shall not indemnify
              an  individual  if it is  ultimately  determined  by a  final  and
              unappealable  decision of a court of competent  jurisdiction  that
              (i) he or she did not act  honestly  and in good faith with a view
              to the best interests of the  Corporation  or, as the case may be,
              to the best  interests  of the  other  entity  for which he or she
              acted as a director  or officer  or in a similar  capacity  at the
              Corporation's  request,  or  (ii)  that  he or she  did  not  have
              reasonable  grounds  for  believing  that his or her  conduct  was
              lawful  in the case of a  criminal  or  administrative  action  or
              proceeding that is enforced by a monetary penalty.




                                       28





         c)   The  Corporation  shall  advance  monies to a  director,  officer,
              employee or other  indemnified  individual for the costs,  charges
              and  expenses  of any  threatened  or pending  proceeding  that is
              referred to in Section  29(a) as they are  incurred and before the
              final  disposition  of the  proceeding as soon as the  Corporation
              receives  an  unsecured   conditional   personal  promissory  note
              obligating  the individual who is entitled to receive the advanced
              monies to repay them if it is ultimately determined by a final and
              unappealable  decision of a court of competent  jurisdiction  that
              the individual  must repay the advances  because he or she did not
              satisfy the conditions for  indemnification  that are set forth in
              Section  29(b).  An  individual's  right to  advancement of monies
              under this Section 29(c) is separate and independent of his or her
              ultimate  right to  indemnification  under Section  29(a),  and no
              preliminary  determination  that  he or  she  will  ultimately  be
              entitled to indemnification  shall be required before the advances
              required by this  Section  29(c) must be made to him or her by the
              Corporation. For purposes of the advances required by this Section
              29(c), there shall be a presumption that the individual  receiving
              advanced   monies   satisfied  or  satisfies  the  conditions  for
              indemnification  that  are set  forth  in  Section  29(b)  and the
              presumption  shall  continue  to  apply  unless  and  until  it is
              determined  by a final  and  unappealable  decision  of a court of
              competent jurisdiction that the individual does or did not satisfy
              the conditions for  indemnification  that are set forth in Section
              29(b).

         d)   For  purposes  of Section  29(a)  related to  indemnification  and
              Section  29(c)  related to the  advancement  of monies,  the words
              "costs,  charges  and  expenses"   (collectively  referred  to  as
              "Expenses")  shall be broadly construed and shall include Expenses
              actually and  reasonably  paid or incurred in connection  with the
              establishment, confirmation, approval, or enforcement of any right
              to indemnification or advancement of monies under these by-laws as
              well  as  Expenses  paid  or  incurred  in  connection   with  the
              prosecution  of any claim,  counterclaim,  or affirmative or other
              defense in or the investigation,  conduct, settlement or appeal of
              any  proceeding  that is  referred  to in  Section  29(a).  To the
              maximum extent  permitted by law,  Expenses shall include  amounts
              paid  in  settlement,   judgements,   fines  penalties  and  other
              liabilities  of every  kind and  character.  Expenses  shall  also
              include,  without limitation (i) attorney's fees, (ii) the fees of
              any  expert  witness,  investigator,  or other  individual  who is
              employed by or acting at the request of an attorney,  (iii) filing
              fees and any other  costs  imposed  by or paid to a court or other
              agency or tribunal,  (iv)  amounts paid or incurred in  connection
              with the taking, reporting, and transcription of depositions,  (v)
              witness  fees and  mileage,  (vi)  amounts  paid or  incurred  for
              computerized legal or factual research, the preparation of models,
              exhibits  or  similar  materials  for use at trial  or  otherwise,
              transportation, lodging, meals, long-distance telephone, telecopy,
              photocopying,  postage,  freight,  and delivery service, and (vii)
              reasonable  compensation  to an  individual  for  which  he is not
              otherwise  compensated by the  Corporation or other entity for his
              or her time spent  while  engaged in the  investigation,  conduct,
              settlement,  or appeal of any  proceeding  that is  referred to in
              Section 29(a).



                                       29




         e)   As soon as the Corporation has received the unsecured  conditional
              personal  promissory  note that is required by Section 29(c),  the
              Corporation  shall advance monies to an individual who is entitled
              to advancement  under Section 29(c) and the advances shall be made
              in the fashion required by this Section 29(e). Within fifteen (15)
              days aver the Corporation  receives a written statement  itemizing
              Expenses to be  advanced  from the  individual  who is entitled to
              advancement; the Corporation shall advance them by delivery to him
              or her of a  cashier's  check  made  payable to him or her in. the
              full  amount of the  itemized  Expenses.  Copies  of all  relevant
              receipts and invoices must accompany the itemized  statement,  but
              no invoice  from an attorney  must  include  information  that the
              attorney  believes  is  subject  to  the  attorney-client  or  the
              solicitor-client   privilege.   No  question  by  the  Corporation
              concerning the itemized  statement shall delay  advancement of the
              full amount of Expenses itemized  therein,  but advancement of the
              Expenses by the Corporation  shall not prejudice the Corporation's
              right to later  question  the  accuracy or  reasonableness  of any
              itemized  statement in any court of competent  jurisdiction if and
              when the Corporation chooses to do so.

         f)   The provisions for  indemnification and advancement of monies that
              are contained in these  by-laws  shall not be deemed  exclusive of
              any other rights to which any person  seeking  indemnification  or
              advancement  may be entitled under the Act, other  applicable law,
              or 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 of the
              Corporation or of another entity and shall inure to the benefit of
              the heirs and legal  representatives  of such a person. The rights
              to indemnification and advancement of monies that are contained in
              these  by-laws  shall be  presumed to have been relied upon by the
              directors,  officers,  employees and agents of the  Corporation or
              other entity and shall be enforceable as a contract right.


REPEAL
------

Paragraph  No. 29 of By-law No. 1 with respect to  Indemnity  of  Directors  and
Officers be revoked, and any other by-laws inconsistent herewith be and the same
are hereby repealed.



                                       30



                                      PROXY

                          Altair Nanotechnologies Inc.
                   Annual and Special Meeting Of Shareholders

                                  June 27, 2003

              This Proxy Is Solicited By The Board of Directors Of
                          Altair Nanotechnologies Inc.

         The  undersigned  shareholder  of  Altair  Nanotechnologies  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 27th day of June,  2003 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 below and 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,
matters  incident to the conduct of the Meeting and 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 120
Adelaide Street West, Suite 420, Toronto, Ontario M5H 4C3, Canada 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


                                       31




                               [See Reverse Side]
2.  Proposal  in  respect  to  the  appointment  of  Deloitte  &  Touche  LLP as
independent  auditors of the Corporation for the fiscal year ending December 31,
2003 and to authorize the board of directors to fix their remuneration.

         [ ]  FOR                  [ ] AGAINST                 [ ] WITHHOLD



3. Proposal to approve the Doral  Transactions and Doral  Transaction  Documents
and the issuance of the Doral Shares.


         [ ]  FOR                  [ ] AGAINST                 [ ] WITHHOLD



4. Proposal to approve the By-law Amendment.

         [ ]  FOR                  [ ] AGAINST                 [ ] WITHHOLD


5. At the  nominee's  discretion  upon any  amendments  or variations to matters
specified in the notice of the Meeting,  matters  incident to the conduct of the
Meeting,  and 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 ________________ , 2003.

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.


                                       32




                          ALTAIR NANOTECHNOLOGIES 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   Nanotechnologies   Inc.  (the
"Corporation")  will be held at the offices of Equity Transfer  Services,  Inc.,
120 Adelaide Street West,  Suite 420,  Toronto,  Ontario M5H 4C3, Canada Friday.
the 27th day of June 2003, 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, 2002,  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 proposal to authorize,  approve,  adopt and
         ratify the issuance of common shares in connection  with note,  warrant
         and equity transactions between the Corporation and Doral 18, LLC;

 (5)     To  consider  and vote upon a proposal to approve an  amendment  to the
         By-laws of the Corporation  related to the  indemnification of officers
         and directors of the Corporation; 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 fiscal year
ended December 31, 2002, and a supplemental mailing list form.


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

         DATED at Toronto, Ontario as of the __th day of ______, 2003.


                                             BY:  ORDER OF THE BOARD

                                             (Sgd.)  William P. Long
                                             Chief Executive Officer


                                       33