ALTAIR INTERNATIONAL INC, DEF 14A, 1998-05-12

ALTAIR INTERNATIONAL INC
DEF 14A, 1998-05-12
METAL MINING

Previous: CHEM INTERNATIONAL INC, 10QSB, 1998-05-12

Next: INTERNATIONAL DISPENSING CORP, SC 13D, 1998-05-12

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------

Proxy Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, Use of the Commission Only (as permitted by Rule
14a-6(e)(2))Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

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

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

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

1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

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

<PAGE>

ALTAIR INTERNATIONAL INC.
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
U.S.A.

MANAGEMENT INFORMATION CIRCULAR
AND PROXY STATEMENT

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

THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT (THE
"INFORMATION CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
MANAGEMENT OF ALTAIR INTERNATIONAL INC. (THE "CORPORATION") OF PROXIES TO BE
USED AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE
HELD AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ENCLOSED NOTICE
OF MEETING (THE "MEETING"). This Information Circular, the notice of Meeting
attached hereto, the accompanying form of proxy and the annual report to
shareholders of the Corporation for the year ended December 31, 1997 are first
being mailed to the shareholders of the Corporation on or about May 12, 1998. It
is expected that the solicitation will be primarily by mail, but proxies may
also be solicited personally or by telephone by regular employees of the
Corporation without additional compensation therefor. The cost of solicitation
by management will be borne directly by the Corporation. Arrangements will be
made with brokerage firms and other custodians, nominees and fiduciaries for the
forwarding of solicitation materials to the beneficial owners of the common
shares of the Corporation ("Common Shares") held by such persons, and the
Corporation will reimburse such brokerage firms, custodians, nominees and
fiduciaries for the reasonable out-of-pocket expenses incurred by them in
connection therewith.

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

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

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

<PAGE>

- 2 -

The exercise of a proxy does not constitute a written
objection for the purposes of subsection 185(6) of the Business Corporations Act
(Ontario).

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

Shares represented by properly executed proxies in favour of
persons designated in the printed portion of the enclosed form of proxy WILL BE
VOTED IN RESPECT OF THE ELECTION OF DIRECTORS AND THE APPOINTMENT OF AUDITORS
AND THE REMUNERATION OF AUDITORS AND VOTED FOR THE APPROVAL OF THE 1998 ALTAIR
INTERNATIONAL INC. STOCK OPTION PLAN AS STATED UNDER THOSE HEADINGS IN THIS
INFORMATION CIRCULAR OR WITHHELD FROM VOTING OR VOTED AGAINST IF SO INDICATED ON
THE FORM OF PROXY. 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. At the date of this Information Circular, the
Corporation has issued and outstanding 14,787,180 Common Shares.

The Corporation shall make a list of all persons who are
registered holders of Common Shares on April 27, 1998 (the "Record Date") and
the number of Common Shares registered in the name of each person on that date.
Each shareholder is entitled to one vote for each Common Share registered in his
name as it appears on the list except to the extent that such shareholder has
transferred any of his shares after the Record Date and the transferee of those
shares produces properly endorsed share certificates or otherwise establishes
that he owns the shares and demands, not later than ten days before the Meeting,
that his name be included in the list. In such case the transferee is entitled
to vote his shares at the Meeting.

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

<PAGE>

- 3 -

proposal exceed the votes cast against such proposal. Accordingly, abstentions
and broker non-votes will not have the effect of being considered as votes cast
against any matter considered at the Meeting.

In connection with the election of directors, the four
nominees receiving the highest number of votes will be elected. In order to
approve the proposal in respect of the appointment of independent auditors, the
proposed approval of the 1998 Altair International Inc. Stock Option Plan (the
"1998 Plan") and any other matters presented to shareholders at the Meeting, the
votes cast in favour must exceed the votes cast against.

Exchange Rate Information
- -------------------------

Except as otherwise indicated, all dollar amounts herein are
expressed in Canadian dollars. 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. <TABLE> <CAPTION>

Year Ended December 31,
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(Canadian dollar per U.S. dollar)
<S> <C> <C> <C> <C> <C>
High 1.4398 1.3822 1.4238 1.4078 1.3443
Low 1.3392 1.3310 1.3285 1.3103 1.2428
Average 1.3849 1.3638 1.3725 1.3664 1.2902
Year End 1.4288 1.3697 1.3655 1.4030 1.3255
</TABLE>

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

Set forth below is information with respect to beneficial
ownership of Common Shares as of April 15, 1998 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.

<PAGE>

- 4 -
<TABLE>
<CAPTION>

Title of Class Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership(1) of Class(2)
- ---------------------------------------------------------------- ----------------------------------------------------
<S> <C> <C>
Common William P. Long 2,101,529(3) 13.9%
57 Sunset Rim
Cody, Wyoming 82414
Common Patrick Costin 1,033,333(4) 6.9%
1850 Aquila Avenue
Reno, Nevada 89509
Common James I. Golla 22,000(5) *
829 Terlin Boulevard
Mississauga, Ontario L5H 1T1
Common George Hartman 25,000(6) *
Suite 1201-750 W. Pender Street
Vancouver, B.C. V6C 2T8
Common Robert Sheldon 25,000(7) *
3475 Mathers Avenue
West Vancouver, British Columbia
V7V 2K8
Common All Directors and Officers as a Group 3,207,362(8) 20.8%
(5 persons)
</TABLE>

* 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.
(2) Based on 14,787,180 Common Shares outstanding as of April 15, 1998.
Common Shares underlying options or other convertible securities are
deemed to be outstanding for purposes of calculating the percentage
ownership of the owner of such securities, but not for purposes of
calculating any other person's percentage ownership.
(3) Includes 46,000 Common Shares held by Dr. Long's minor daughter, 47,500
Common Shares held by Dr. Long's minor son, and 162,500 Common Shares
held by the MBRT Trust, an irrevocable trust for the benefit of the
minor children of Dr. Long. Dr. Long disclaims any beneficial interest
in such 275,500 Common Shares. Also includes 350,000 Common Shares
subject to presently exercisable options granted to Dr. Long pursuant
to the Altair International Inc. Stock Option Plan (the "1996 Plan").
(4) Includes 411,667 Common Shares held in escrow and to be released as to
one-half on June 1, 1998 and one-half on June 1, 1999. Mr. Costin is
entitled to exercise all voting rights applicable to the escrowed
shares. Also includes 225,000 Common Shares subject to presently
exercisable options granted to Mr. Costin pursuant to the 1996 Plan.
(5) Includes 15,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan.
(6) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1996 Plan.
(7) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Sheldon pursuant to the 1996 Plan.
(8) Includes 640,000 Common Shares subject to presently exercisable options
granted to officers and directors pursuant to the 1996 Plan.

<PAGE>
- 5 -
Executive Compensation
- ----------------------

(a) Compensation of Officers

The following table, presented in accordance with Regulation 14A
promulgated under the United States Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), sets forth all annual and long-term compensation
for services rendered in all capacities to the Corporation for the fiscal years
ended December 31, 1997, December 31, 1996 and December 31, 1995 in respect of
William P. Long who was, at December 31, 1997, the President of the Corporation.
The Corporation had no other executive officer whose total salary and bonuses
during the fiscal year ended December 31, 1997 exceeded U.S. $100,000.
<TABLE>

Summary Compensation Table
<CAPTION>

Name and Title Fiscal Annual Compensation (1) Long Term Compensation All Other
Year Compensation
Ended ($)
Dec. 31,
Restricted
Shares or Securities
Restricted Under
AnnShare Options LTIP
Salary (2) Bonus (2) Compensation Units Granted (3) Payouts
--------------------------------------------------------------------------------------------------------------------
(U.S. $) (U.S.$) (U.S.$) (#) (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William P. Long, 1997 91,200 9,120 Nil Nil 100,000 Nil Nil
President
and Director 1996 90,000 9,120 Nil Nil 250,000 Nil Nil

1995 91,200 9,120 Nil Nil 166,000 Nil Nil
</TABLE>

(1) All compensation paid is stated in United States dollars.
(2) Bonus and salary amounts reflect amounts accrued and payable to Dr.
Long for each fiscal year in accordance with the terms of his
employment agreement with the Corporation. See "Executive Compensation
- Employment Agreements". Amounts actually paid to Dr. Long in fiscal
years 1997, 1996 and 1995 were U.S. $75,600, U.S. $60,000 and U.S.
$110,000, respectively. The payments in 1995 include earned but unpaid
salary and a bonus of U.S. $9,680 from the 1994 fiscal year. At
December 31, 1997, U.S. $142,816 remained outstanding and payable to
Dr. Long, including interest on unpaid bonuses (U.S. $5,472).
(3) Options to purchase Common Shares granted pursuant to the 1996 Plan.

<PAGE>

- 6 -

(b) Option Grants in 1997

The following table provides details with respect to stock
options granted to Dr. Long during the year ended December 31, 1997:

% of Total Market Potential Realizable Value at
Options Value of Assumed Annual Rates of
Granted Securities Share Price Appreciation for
to Underlying Option Term
Securities Employees Options on
Under in Exercise the Date of
Options Financial Price/Share Grant Expiration 5% 10%
Name Granted (#) Year (CDN. $) (CDN. $) Date (CDN. $) (CDN. $)
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C>
William 100,000(1) 16.4% 10.25 10.25(2) May 15, 283,188.69 625,772.75
P. Long, 2002
President and
Director
</TABLE>

(1) Represents options granted on May 14, 1997.
(2) Based on the closing price of the Common Shares on the Alberta Stock
Exchange (the "ASE") on May 13, 1997, the last business day prior to
the date of grant.

The following table provides information regarding options
held by Dr. Long as at December 31, 1997 and options exercised by Dr. Long
during the year ended December 31, 1997:
<TABLE>
<CAPTION>

Name Securities Aggregate Unexercised Options at Value of Unexercised
Acquired Value December 31, 1997 In-the-money Options at
on Realized December 31, 1997 (1)
Exercise (CDN. $) ---------------------- ------------------------
(#) Exercisable Unexercisable Exercisable Unexercisable
(#) (#) (CDN. $) (CDN. $)
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
William P. Long, Nil Nil 250,000 Nil 4,400,000 N/A
President and
Director 100,000 Nil 1,135,000 N/A
</TABLE>

(1) Based on the closing price of the Common Shares on the ASE on December
30, 1997, of CDN. $21.60.

(d) Compensation of Directors

Directors who are not officers of the Corporation are not
currently paid any fees for their services as directors. 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, 1997 other than amounts paid to Dr. Long set
forth herein.
- 7 -

Directors are also entitled to participate in the 1996 Plan.
As at April 15, 1998, the Corporation had outstanding options to purchase
1,065,000 Common Shares, 415,000 of which have been granted to directors.

(e) Employment Contracts

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

C. Patrick Costin, a Vice President of the Corporation and the
President of Mineral Recovery Systems, Inc. and Fine Gold Recovery Systems, Inc.
("Fine Gold"), each a wholly-owned subsidiary of the Corporation, is employed by
Fine Gold pursuant to the terms of an employment agreement entered into August
15, 1994. The agreement expired by its terms on December 31, 1997, but has been
implicitly extended pending execution of a renewal employment agreement during
the second quarter of 1998. The agreement provides that Mr. Costin shall be paid
a salary of at least U.S. $7,500 per month and may be entitled to bonuses as
determined by the board of directors of Fine Gold.

(f) 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
1993, as amended (the "Securities Act"), or the Exchange Act that incorporates
by reference, in whole or in part, subsequent filings including, without
limitation, this Management 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 1997 fiscal
year.
- 8 -

Composition of Compensation Committee

The Corporation's executive compensation program is administered by the
board of directors of the Corporation as the Corporation does not have an
independent compensation committee. The board of directors of the Corporation
currently consists of William Long, Robert Sheldon, James Golla and George
Hartman. In addition to evaluating and approving employment contracts for key
employees throughout the year, the board of directors formally considered
compensation issues one time during the 1997 fiscal year in connection with
approving the materials relating to the 1997 meeting of shareholders. Dr. Long
is the President of the Corporation, and Mr. Golla is the Secretary of the
Corporation. None of the other directors is an officer or employee of the
Corporation.

Compensation Objectives and Policies

In determining the amount and composition of compensation for
the Corporation's executive officers, the board of directors is guided by
several factors. Because the Corporation has very few employees, compensation
practices are flexible in response to the needs and talents of the individual
officer, entrepreneurial, and geared toward rewarding contributions that enhance
shareholder value. Because the Corporation has no significant revenues from
operations and needs capital for research and development, the Corporation keeps
salaries and bonuses at levels that the Corporation believes are lower than many
of the Corporation's competitors and compensates employees (including executive
officers) primarily in the form of stock options. The extensive use of stock
options is also designed to align the interest of the executive officers and
other employees with the long-term interests of the Corporation and to attract
and retain talented employees, who can enhance the Corporation's value. Although
certain members of the board are also executive officers, none participates in
the determination of his own salary or bonus.

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.
- 9 -

Incentive Bonuses. The Corporation also compensates its executive
officers in the form of bonuses. Pursuant to the terms of an employment
agreement executed by the Corporation and the Corporation's President, William
P. Long, Dr. Long is entitled to receive a bonus, the amount of which is
determined by the board 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 is a development stage corporation and 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 1997 fiscal year, no executive officer received a bonus
except that received by Dr. Long, as described in greater detail below. The
board's action was based on its conclusion that, despite the superior personal
performance of the executive officers, no cash incentive bonuses other than the
bonus paid to Dr. Long should be awarded in the 1997 fiscal year due to the lack
of revenue during the 1997 fiscal year.

Stock Options. The Corporation relies extensively on stock
options to compensate executive officers and other key employees. The 1996 Plan
and proposed 1998 Plan, which are attached hereto as Exhibit A and Exhibit B
respectively, 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, 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 1997 fiscal year, the board awarded
options to purchase 100,000 Common Shares to Dr. Long and Pat Costin, Vice
President of the Corporation, among other employees, in order to ensure that
they have a continued interest in setting strategies and making decisions that
enhance shareholder value.

Chief Executive Compensation for 1997

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 increasing value of the Common
Shares, the Corporation's progress in finding a market niche and exploiting its
assets, and the board's subjective assessment of the contribution of Dr. Long,
the board of directors determined in April, 1997 to retain Dr. Long's base
salary at U.S. $7,600 per month and guarantee him a bonus equal to at least 10%
of his annual salary. Based on all of the aforementioned factors, but primarily
the Corporation's lack of significant revenue during the 1997 fiscal year, the
board determined to pay Dr. Long a bonus of U.S. $9,120 in respect of the 1997
fiscal year, the minimum under his employment contract. The board determined to
grant Dr. Long 100,000 options during the year ended December 31, 1997 in order
to ensure that he has a continued interest to set strategies and make decisions
that enhance shareholder value.

<PAGE>
- 10 -

The foregoing is submitted by the board of directors.

William P. Long
James Golla
Robert Sheldon
George Hartman

(h) Performance Graph

The following chart compares the total cumulative shareholder
return for CDN. $100 invested in Common Shares on the ASE and on the NASDAQ
(since March 24, 1997 when the Common Shares commenced trading on the NASDAQ
Small Cap Market) with the total return of the Alberta Stock Exchange (the "ASE
Index"), the total return of the NASDAQ (the "NASDAQ Index"), the total return
of non-financial companies that trade on the NASDAQ (the "NASDAQ Non-Financial
Index") and the total return of four companies (Harnischfeger Industries, Inc.,
Terex Corporation, Cooper Industries, Inc. and Global Industrial Technologies,
Inc.) operating in the same general business as the Corporation (the "Line of
Business Index"). The comparison is made for the period commencing on December
31, 1992. Trading data in respect of periods prior to March, 1994, have been
restated to reflect the three for one share consolidation that occurred during
March, 1994.

<PAGE>
- 11 -

[GRAPHIC OMITTED]
<TABLE>
<CAPTION>

Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Altair International Inc. (ASE) 100.00 34.62 6.41 41.67 243.59 461.54
ASE Index (1) 100.00 163.99 114.04 155.02 272.89 233.62
Line of Business Index (2) 100.00 107.56 95.74 107.51 140.68 143.24
Altair International Inc. (NASDAQ) N/A N/A N/A N/A 100.00(3) 124.66
NASDAQ Index 100.00 114.80 112.21 158.70 195.19 239.52
NASDAQ (Non-Financial) Index 100.00 115.46 110.32 154.37 188.03 220.65
</TABLE>

(1) The Corporation has agreed to voluntarily de-list the Common Shares
from the ASE effective April 23, 1998. Accordingly, the Corporation
will not compare the performance of the Common Shares to the ASE Index
in future years.

<PAGE>
- 12 -

(2) The Corporation has elected to abandon a comparison with the Line of
Business Index in future years. The Corporation previously compared its
returns with the Line of Business Index because the Common Shares did
not yet trade on NASDAQ and the ASE did not have a suitable sub-index
to be used for comparison purposes. As the Common Shares now trade on
the NASDAQ National Market and the Corporation believes the returns of
the NASDAQ (Non-Financial) Index provides a suitable comparison to the
Corporation's returns, it is no longer necessary to include the Line of
Business Index in the performance graph.
(3) The Common Shares commenced trading on the NASDAQ Small Cap Market on
March 24, 1997. The Common Shares commenced trading on the NASDAQ
National Market on January 26, 1998.

Election of Directors
- ---------------------

The Articles of Incorporation of the Corporation, as amended
provide that 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. By special
resolution of the shareholders of the Corporation passed on June 27, 1988, the
directors have been empowered to set the size of the board of directors of the
Corporation. The Business Corporations Act (Ontario) provides that the directors
may not, between meetings of shareholders, appoint an additional director if,
after such appointment, the total number of directors would be greater than one
and one-third times the number of directors required to have been elected at the
last annual meeting of shareholders.

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

Name & Municipality of Office Period of Service as a Number of Common Shares
Residence Director Beneficially Owned or Over
- --------- ------- -------- --------------------------
Which Control is Exercised(1)
<S> <C>
William Long President & Director Since 1988 2,101,529 (2)
Cody, Wyoming
James Golla Director & Secretary Since 1994 22,000 (3)
Mississauga, Ontario
George Hartman Director Since 1997 25,000 (4)
Lyons Bay, British Columbia
Robert Sheldon Director Since 1997 25,000 (5)
West Vancouver, British
Columbia
</TABLE>

(1) The information as to Common Shares beneficially owned or over which
they exercise control or direction not being within the knowledge of
the Corporation has been furnished by the respective Nominees
individually. Includes all Common Shares issuable pursuant to the
exercise or conversion of options that are exercisable within 60 days.
(2) Includes 46,000 Common Shares held by Dr. Long's minor daughter, 47,500
Common Shares held by Dr. Long's minor son, and 162,500 Common Shares
held by the MBRT Trust, an irrevocable trust for the benefit of the
minor children of Dr. Long. Dr. Long disclaims any beneficial interest
in such 275,500 Common Shares. Also includes 350,000 Common Shares
subject to presently exercisable options granted to Dr. Long pursuant
to the 1996 Plan.
(3) Includes 15,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan.
(4) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1996 Plan.
(5) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Sheldon pursuant to the 1996 Plan.

<PAGE>
- 13 -

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

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

Directors

William P. Long, 51, has been the President and a director of
the Corporation since 1988, and the Secretary and a director of Fine Gold since
the merger of TransMar Inc. ("TMI") with and into Fine Gold in February, 1996.
Fine Gold is a wholly-owned subsidiary of the Corporation. Dr. Long also served
as the Vice President of the wholly-owned subsidiary of the Corporation formerly
known as Mineral Recovery Systems, Inc. which was merged with and into Fine Gold
in June, 1996. Dr. Long has been an executive officer and director of Carlin
Gold Corporation (the name of which was changed to Mineral Recovery Systems,
Inc. ("MRS") following the Fine Gold merger), since its formation in April,
1987. From 1987 to 1988, Dr. Long was a mineral and energy consultant, providing
various services to clients in the mining and energy industries, including
arranging precious metal property acquisitions, supervising mineral evaluations,
and providing market analyses. From 1980 to 1986, Dr. Long served as the
Executive Vice President and Chief Financial Officer of Thermal Exploration
Corporation. From 1974 to 1980, Dr. Long was employed by Amax Exploration, Inc.
in various capacities, including Systems Engineer, Business Analyst and Business
Manager. Dr. Long is affiliated with the American Institute of Chemical
Engineers and the American Institute of Mining Engineers. He obtained a
bachelors degree in Chemical and Petroleum Refining Engineering and a Ph.D. in
Mineral Economics from the Colorado School of Mines in 1969 and 1974,
respectively.

James I. Golla, 65, was appointed Secretary of the Corporation in
November, 1996 and has been a director of the Corporation since February, 1994.
He also currently serves as a director of Blake River Explorations Ltd. and
Consolidated Richland Mines 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, 48, was elected a director of the Corporation in
March, 1997. Since 1995, Mr. Hartman has served as President of Planvest Pacific
Financial Corp. ("Planvest Pacific"), a Vancouver-based financial planning firm
with over 250 representatives, 27,500 clients and $1 billion of assets under
management. Mr. Hartman is also on the board of directors of Planvest Capital
Corp., the parent of Planvest Pacific. In addition, Mr. Hartman continues to
serve as President of Hartman & Company, Inc., a firm founded by Mr. Hartman 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 now in its
fifth printing, and host of a weekly personal finance radio program, "Money
Matters," aired on AM 1040 in Vancouver, British Columbia.
<PAGE>
- 14 -

Robert Sheldon, 75, has been a director of the Corporation
since June, 1997. Since his retirement in 1988, Mr. Sheldon has performed
consulting work for several clients, including Newmont Exploration of Canada
Limited. Mr. Sheldon has served, and continues to serve, on the board of
directors of several companies in addition to the Corporation. Mr. Sheldon
served as President of Newmont Exploration of Canada Limited and Vice President
of Newmont Mines Limited from 1975 until 1988 when he retired. Mr. Sheldon was
responsible for mineral exploration, appraisals and development of mining
properties throughout Canada for Newmont Mining Corporation, a natural resource
company with worldwide operations. Mr. Sheldon obtained a bachelors degree in
Geological Engineering from the University of British Columbia in 1948. He is a
member of the Association of Professional Engineers of British Columbia, the
American Institute of Mining and Metallurgy, the Canadian Institute of Mining
and Metallurgy, the Society of Mining Engineers, the British Columbia and Yukon
Chamber of Mines (past president) and the Engineers Club, Vancouver, British
Columbia (past president).

Executive Officers

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

Patrick Costin, 55, was appointed a Vice President and
Principal Financial Officer of the Corporation in June, 1996, and also currently
serves as the President and a director of Fine Gold and MRS. Mr. Costin also
served as the President of the wholly-owned subsidiary of the Corporation
formerly known as Mineral Recovery Systems, Inc. from March 1995 until its
merger with and into Fine Gold in June 1996. Mr. Costin is the chief executive
officer of Costin and Associates, a minerals consulting organization founded by
Mr. Costin in 1992 which specializes in identification and evaluation of North
American mine and mineral deposit acquisition opportunities. From 1982 to 1992,
Mr. Costin served as the manager of U.S. exploration for Rio Algom Ltd. Mr.
Costin's additional experience in the mining and minerals industry includes
Senior Mineral Economist for the Stanford Research Institute from 1977 to 1982,
Senior Geologist for Chevron Resources from 1975 to 1976, Senior Geologist for
Newmont Mining Corporation of Canada from 1967 to 1975, and Geologist for United
Keno Hill Mines Ltd. from 1965 to 1967. Mr. Costin obtained a bachelors degree
in Geological Engineering and a masters degree in Minerals Economics from the
Colorado School of Mines in 1965 and 1975, respectively.

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

Section 16(a) of the Exchange Act requires the Corporation's officers
and directors to file reports concerning their ownership of Common Shares with
the SEC and to furnish the Corporation with copies of such reports. Based solely
upon the Corporation's review of Section 16 reports and amendments thereto
furnished to the Corporation, the Corporation believes that the following

<PAGE>
- 15 -

reports were not filed with the SEC on a timely basis. Each of William P. Long
(President and Director), Patrick Costin (Vice President), James Golla
(Secretary and Director), and George Hartman (Director) was required to file a
Form 3 on March 20, 1997. Such Form 3s were received by the SEC on March 21,
1997. Robert Sheldon was required to file a Form 3 on June 10, 1997, which Form
3 the Corporation believes was received by the SEC on March 27, 1998. With
respect to transactions completed in August, 1997, Patrick Costin was required
to file a Form 4 on September 10, 1997, which Form 4 the Corporation believes
was received by the SEC on September 11, 1997.

Appointment of Auditors
- -----------------------

Unless such authority is withheld, the persons named in the
accompanying proxy intend to vote for the appointment of McGovern, Hurley,
Cunningham, Chartered Accountants (the "Principal Accountants"), as auditors of
the Corporation for the 1998 fiscal year, and to authorize the directors to fix
their remuneration. The Principal Accountants will be present at the Meeting and
will have the opportunity to make a statement if they so desire and are expected
to be available to respond to appropriate questions. The Principal Accountants
have been auditors of the Corporation since 1992. For the four prior years, T.H.
Bernholtz & Co., Chartered Accountants, served as the Corporation's auditors.

Audit Committee, Nominating Committee and Meetings of Directors
- ---------------------------------------------------------------

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 which was comprised
of James Golla, George Hartman and Robert Sheldon, did not meet during the
fiscal year ended December 31, 1997, but did review the Corporation's financial
statements and approve such financial statements via unanimous consent
resolution. If elected as directors by the shareholders at the Meeting, the
following directors will be appointed members of the Corporation's audit
committee:

James Golla
George Hartman
Robert Sheldon

During the fiscal year ended December 31, 1997, the board of
directors held one meeting which was attended by William Long and James Golla.
George Hartman and Robert Sheldon, who were not in attendance at the meeting,
consented in writing to the transaction of business at the meeting. In addition,
the board of directors considered and acted on various matters throughout the
year by executing thirteen consent resolutions by unanimous written consent. The
Corporation does not maintain a standing nominating committee of the board of
directors.

<PAGE>
- 16 -

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

Included in accounts payable and accrued liabilities of the Corporation
for fiscal years 1997 and 1996 are approximately U.S. $142,816 and U.S.
$115,360, respectively, owing to William P. Long, the President of the
Corporation. Such amounts represent accrued salary and bonuses payable to Dr.
Long. See "Executive Compensation - Compensation of Officers". No terms of
repayment have been negotiated with respect to such amounts.

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

No officer or director of the Corporation was indebted to the
Corporation, as at December 31, 1997 or as at the date of this Information
Circular.

Approval of the 1998 Plan
- -------------------------

The 1996 Plan. On May 19, 1996, the Corporation adopted and the shareholders
approved the 1996 Plan. The 1996 Plan was amended, with shareholder approval, on
June 3, 1997. The aggregate number of Common Shares which may be issued and sold
under the 1996 Plan is limited to 2,500,000 Common Shares. As at April 15, 1998,
an aggregate of 1,082,000 Common Shares had been issued upon the exercise of
options granted under the 1996 Plan, and 1,065,000 Common Shares remained
reserved for issuance upon the exercise of outstanding options. A copy of the
1996 Plan is attached hereto as Exhibit A.

The 1998 Plan. The Board has adopted and is submitting to the shareholders for a
vote a second stock incentive plan entitled the "1998 Altair International Inc.
Stock Option Plan" (the "1998 Plan"), a copy of which is attached hereto as
Exhibit B. The 1998 Plan shall be effective upon approval by the shareholders.
The 1996 Plan will continue to operate notwithstanding approval of the 1998
Plan. The following description of the 1998 Plan does not purport to be complete
and is qualified in its entirety by reference to the full text thereof.

Purpose. The purpose of the 1998 Plan is to authorize the grant to service
providers for the Corporation of options to purchase Common Shares and thus
benefit the Corporation by enabling it to attract, retain and motivate employees
and service providers by providing them with the opportunity, through share
options, to acquire an increased proprietary interest in the Corporation.

Administration. The 1998 Plan is administered by the board of directors of the
Corporation or a committee established by the board of directors for that
purpose (the "Plan Committee"). Subject to approval of the granting of options
by the board of directors, the Corporation may grant options under the 1998
Plan.

Shares Subject to 1998 Plan. The aggregate number of Common Shares which may be
issued and sold under the 1998 Plan is 2,000,000. The market value of 2,000,000
Common Shares as of April 15, 1998, based upon the closing price of the Common
Shares on April 15, 1998 of U.S. $8 15/16 as reported by NASDAQ, was U.S.
$17,875,000; however, the 1998 Plan requires that the exercise price of options
granted under the 1998 Plan be equal to the market value of the Common Shares on

<PAGE>
- 17 -

the date of grant.

Accordingly, at the time of any grant under the 1998 Plan, the exercise price
payable to the Corporation upon the exercise of any option granted thereunder
will be equal to the market value of the Common Shares issuable upon exercise of
the option. The total number of Common Shares which may be reserved for issuance
to any one individual under the 1998 Plan shall not exceed 5% of the Common
Shares issued and outstanding on the date of the grant. In the event the number
of outstanding Common Shares is increased, decreased, changed into, or exchanged
for a different number or kind of Common Shares or security of the Corporation
through reorganization, merger, recapitalization, reclassification, stock split,
reverse stock split or similar transaction, the maximum number of Common Shares
available for issuance under the 1998 Plan shall be proportionately adjusted.

Limits with Respect to Insiders. The maximum number of Common Shares which may
be reserved for issuance to insiders under the 1998 Plan, or any other stock
option plans, is 10% of the Common Shares issued and outstanding at the time of
the grant. The maximum number of Common Shares which may be issued to insiders
under the 1998 Plan, together with any other previously established or proposed
share compensation arrangements, within any one year period is 10% of the Common
Shares issued and outstanding on the date of the grant. The maximum number of
Common Shares which may be issued to any one insider and his or her associates
under the 1998 Plan, together with any other previously established or proposed
share compensation arrangements, within a one-year period is 5% of the Common
Shares outstanding at the time of the grant (on a non-diluted basis). Any
entitlement to acquire Common Shares granted prior to the optionee becoming an
insider shall be excluded for the purposes of the limits set out immediately
above.

Eligibility. Options may be granted only to service providers for the
Corporation. The term "service providers for the Corporation" means (a) any
full-time or part-time employee or insider of the Corporation or any of its
subsidiaries other than persons or entities who would be insiders solely on
account of the person or entity having beneficial ownership of more than ten
percent of the Common Shares, and (b) any other person or entity engaged to
provide ongoing management or consulting services for the Corporation or any
entity controlled by the Corporation. Subject to the foregoing, the board of
directors has full and final authority to determine the persons or entities who
are to be granted options under the 1998 Plan and the number of Common Shares
subject to each option. Approximately eight employees and four non-employee
directors are currently eligible to participate in the 1998 Plan in addition to
an indeterminable number of unaffiliated service providers.

Price. The purchase price for the Common Shares under each option is determined
by the board of directors or the Plan Committee on the basis of the market price
of the Common Shares, which shall be the prior day closing price on any exchange
on which the Common Shares are traded.

Period of Option and Rights to Exercise. Options may not be granted for a term
exceeding ten years. Options may, at the discretion of the board of directors or
Plan Committee, provide that the number of Common Shares which may be acquired
pursuant to the option shall not exceed a specified number each year during the
term of the option. The Common Shares to be purchased upon each exercise of any

<PAGE>
- 18 -

option shall be paid for in full at the time of such exercise.

An optionee shall have no rights whatsoever as a shareholder in respect of any
of the optioned shares prior to exercise of an option with respect to such
shares. No option which is held by a service provider may be exercised unless
the optionee is then a service provider for the Corporation, except in the case
of death for a period of one year next succeeding the optionee's death or
otherwise within a period of ninety days following cessation of the optionee's
status as service provider, provided that, the board of directors or the Plan
Committee may extend the period of time during which the former service provider
(or his or her estate in the case of the service provider's death) may exercise
options held to a date no later than the original expiry date of the option.

Non-Transferability. No option granted under the 1998 Plan is transferrable by
an optionee otherwise than by will or by the laws of descent and distribution,
and such option shall be exercisable, during an optionee's lifetime, only by the
optionee.

Amendment and Termination of the 1998 Plan. The board of directors may at any
time amend or terminate the 1998 Plan, but where amended, such amendment is
subject to any applicable regulatory approvals. The Corporation is seeking
shareholder approval for adoption of the 1998 Plan in order to facilitate the
qualification of options issued to employees of the Corporation and its
subsidiaries as incentive stock options for United States income tax purposes.
See "Certain United States Income Tax Consequences of the 1998 Plan".

Expiry of Option. Any option issued pursuant to the 1998 Plan that remains
unexercised at the expiry date shall terminate, subject to any extension of the
expiry date permitted in accordance with the 1998 Plan.

Value of Benefits to Certain Persons

The Corporation is unable to determine the amount of benefits
that may be received in the future by participants under the 1998 Plan, as
participation is subject to the discretion of the board of directors.

Certain Information Regarding Outstanding Options

Certain information regarding outstanding unexercised options
issued pursuant to the existing 1996 Plan as at April 15, 1998 is summarized
below. No options have been issued pursuant to the proposed 1998 Plan.

<PAGE>
- 19 -

Date All Market Value of
Options Number of Underlying
Exercise Date of Grant May First Options Common Shares as
Price Be Unexercised of April 15, 1998(1)
Name (CDN. $) Exercised Expiry Date Outstanding (CDN. $)
<S> <C> <C> <C>
Pat Costin 3.70 3/07/96 03/07/96 03/07/01 125,000 1,162,500
Vice President
William Long, 4.00 5/27/96 05/27/97 05/27/01 250,000 2,250,000
President and Director
Robert Brandon 4.20 7/29/96 07/29/96 07/29/01 75,000 660,000
Harrison
James Golla 8.40 1/06/96 11/06/96 11/06/01 15,000 67,000
Secretary and Director
George Hartman, 12.35 3/10/97 03/10/97 03/10/02 25,000 16,250
Director
William Long, 10.25 5/14/97 05/14/97 05/14/02 100,000 275,000
President and Director
Pat Costin, 10.25 5/14/97 05/14/97 05/14/02 100,000 275,000
Vice President
Robert Sheldon, 9.30 6/03/97 06/03/97 06/03/02 25,000 92,500
Director
Ed Dickinson 10.82 8/26/97 08/26/97 08/26/02 150,000 327,000
David Lloyd 18.24 2/22/97 12/22/00 12/22/02 60,000 Nil
Tracy LaFollette 18.24 2/22/97 12/22/00 12/22/02 20,000 Nil
David Lloyd 19.50 3/02/98 03/02/01 03/02/03 60,000 Nil
Shuzhong Chen 19.50 3/02/98 03/02/01 03/02/03 30,000 Nil
George Eliopulos 19.50 3/02/98 03/02/01 03/02/03 30,000 Nil
TOTAL: 1,065,000
- ------------------------------------------------------------------------------------------ -------------------
Executive Officers as a 590,000
Group
- ------------------------------------------------------------------------------------------ -------------------
Non-Executive Officer 50,000
Directors as a Group
- ------------------------------------------------------------------------------------------ -------------------
Non-Executive Officer 425,000
Employees as a Group
- ------------------------------------------------------------------------------------------ -------------------
</TABLE>

(1) Based upon exercise price less closing price of the Common Shares on
the ASE on April 15, 1998. The Common Shares did not trade on the ASE
on April 15, 1998. The last trade of the Common Shares on the ASE prior
to April 15, 1998 occurred on April 13, 1998 at Cdn. $13.00 per share.
The Corporation has agreed to voluntarily de-list the Common Shares
from the ASE effective April 23, 1998. The closing price of the Common
Shares on April 15, 1998 as reported by NASDAQ was U.S. $8 15/16 per
share.

<PAGE>
- 20 -

Certain United States Federal Income Tax Consequences of the 1998 Plan

The following tax discussion is a brief summary of the United
States federal income tax laws applicable to the 1998 Plan. The discussion is
intended solely for general information and omits certain information which does
not apply generally to all participants in the 1998 Plan.

Grant of Options. In the opinion of the Corporation with respect to employees
and directors of the Corporation or its subsidiaries (an "Employee"), the
options issued pursuant to the 1998 Plan qualify as "incentive stock options"
("Qualified Options") within the meaning of Section 422 of the United States
Internal Revenue Code (the "Internal Revenue Code"). Accordingly, an Employee
recipient of Qualified Options under the 1998 Plan incurs no income tax
liability, and the Corporation obtains no deduction, from the grant of the
Qualified Options.

Exercise of Qualified Options. An Employee will not be subject to federal income
tax upon the exercise of a Qualified Option granted under the 1998 Plan, nor
will the Corporation be entitled to a tax deduction by reason of such exercise,
provided that the holder is still employed by the Corporation (or terminated
employment no longer than three months before the exercise date). The Employee
will have a cost basis in the Common Shares acquired upon such exercise equal to
the option exercise price.

Disposition of Shares Acquired Under the 1998 Plan. In order to defer taxation
on the difference between the fair market value and exercise price of Common
Shares acquired upon exercise of a Qualified Option, the Employee must hold the
Common Shares during a holding period which runs through the later of one year
after the option exercise date or two years after the date the option was
granted. The only exceptions are for dispositions of shares upon death, as part
of a tax-free exchange of shares in a corporate reorganization, into joint
tenancy with right of survivorship with one more person, or the mere pledge or
hypothecation of shares.

If an Employee disposes of Common Shares acquired upon
exercise of a Qualified Option before expiration of the holding period in a
manner not described above, such as by gift or ordinary sale of such Common
Shares, the Employee must recognize as ordinary compensation income in the year
of disposition the difference between the exercise price and the fair market
value of the Common Shares as of the date of exercise. This amount must be
recognized as income even if it exceeds the fair market value of the Common
Shares as of the date of disposition or the amount of the sales proceeds
received. The Corporation will be entitled to a corresponding compensation
expense deduction.

Disposition of Common Shares after expiration of the required
holding period will result in the recognition of a capital gain or capital loss
in the amount of the difference between the amount realized on the sale of the
Common Shares and the exercise price for such Common Shares. If the Employee
holds the Common Shares for a period of at least eighteen months, the capital
gain or capital loss recognized on the disposition will be a long term capital
gain or capital loss.

<PAGE>
- 21 -

The favourable tax treatment associated with Qualified Options
is available only to the extent that the value of the Common Shares (determined
at the time of grant) covered by such options first exercisable in any single
calendar year does not exceed U.S. $100,000. If Qualified Options that cover an
aggregate amount of Common Shares in excess of U.S. $100,000 become exercisable
in the same calendar year, the excess will be treated as Non-qualified Options
(as defined below). Furthermore, for an option to qualify as a Qualified Option,
it must be granted within 10 years from the date the 1998 Plan was adopted by
the Board.

Alternative minimum tax is generally paid when such tax
exceeds a taxpayer's regular federal income tax. Alternative minimum tax is
calculated based on alternative minimum taxable income, which is taxable income
for federal income tax purposes, modified by certain adjustments and increased
by tax preference items.

The spread under a Qualified Option (i.e., the difference
between the fair market value of the shares of stock at exercise and the
exercise price) is classified as alternative minimum taxable income for the
years of exercise. Alternative minimum taxable income may be subject to the
alternative minimum tax. A disqualifying disposition of the Common Shares
subject to the Qualified Options during the same year in which the options were
exercised, however, will generally cancel the alternative minimum taxable income
generated upon exercise of the Qualified Options.

When a taxpayer sells Common Shares acquired through the
exercise of a Qualified Option, generally only the difference between the fair
market value of the shares on the date of sale and the date of exercise is used
in computing any alternative minimum tax for the year of the sale. The portion
of a taxpayer's minimum tax attributable to certain items of tax preference
(including the spread upon the exercise of a Qualified Option) can be credited
against the taxpayer's regular liability in later years to the extent that
liability exceeds the alternative minimum tax.

Non-Employee Recipients. In the opinion of the Corporation, options issued
pursuant to the 1998 Plan to consultants, non-employee directors, and other
non-Employees will not qualify as "incentive stock options" under Section 422 of
the Internal Revenue Code ("Non-qualified Options"). The recipient of a
Non-qualified Option incurs no income tax liability, and the Corporation obtains
no deduction, from the grant of the options. Upon the exercise of a
Non-qualified Option, however, the amount by which the fair market value of the
Common Shares exceeds the exercise price will be taxed to the optionee as
ordinary compensation income. The Corporation will generally be entitled to a
deduction in the same amount, provided it satisfies certain requirements
relating to the terms of the option and makes all required wage withholdings on
the compensation element attributable to the exercise (or qualifies for an
exemption to the withholding requirements). In general, the optionee's tax basis
in the Common Shares acquired by exercising a Non-qualified Option is equal to
the fair market value of such Common Shares on the date of exercise. Upon a
subsequent sale of any such Common Shares in a taxable transaction, the optionee
will realize a capital gain or loss in an amount equal to the difference between
his or her tax basis and the sale price.

<PAGE>
- 22 -

Proposed Approval of the 1998 Plan

At the Meeting, shareholders will be asked to consider, and if
thought fit, approve an ordinary resolution in the form attached hereto as
Schedule I, to adopt the 1998 Plan (the "Option Plan Resolution"). The Option
Plan Resolution will not affect the 1996 Plan.

Certain Interests of Directors

In considering the recommendation of the board of directors
with respect to the Option Plan Resolution, shareholders should be aware that
the members of the board of directors have certain interests which may present
them with conflicts of interest in connection with such proposal. As discussed
above, executive officers and directors may be among those who are granted
options under the 1998 Plan. The Board of Directors recognizes that approval of
the 1998 Plan pursuant to the Option Plan Resolution may benefit certain
directors of the Corporation and their successors, but believes that approval of
the Option Plan Resolution will advance the interests of the Corporation and its
shareholders by enabling the Corporation to further encourage employees and
consultants of the Corporation to make significant contributions to the long
term success of the Corporation.

Recommendation of Board of Directors Regarding Option Plan Resolution and Votes
Necessary For Approval

The board of directors believes the proposed approval of the
1998 Plan is in the best interests of the Corporation, and therefore,
unanimously recommends that the shareholders vote FOR approval of the Option
Plan Resolution. Approval will be obtained if a majority of the votes cast are
in favour.

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.

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
1999, 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 15, 1999.

<PAGE>
- 23 -

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

Upon written or oral request, the Corporation will provide,
without charge, to each person to whom a copy of this Management Information
Circular and Proxy Statement has been delivered, a copy of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997 filed with the
SEC (other than the exhibits except as expressly requested). Requests should be
directed to Ed Dickinson, Director of Finance, at 230 South Rock Boulevard,
Suite 21, Reno, Nevada 89502, U.S.A., or at the following telephone number:
(702) 857-1966.

* * * * * * * * *

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

DATED as of the 15th day of April, 1998.

ALTAIR INTERNATIONAL INC.

(sgd.) William Long
President

<PAGE>

SCHEDULE I

RESOLUTION OF THE SHAREHOLDERS

ALTAIR INTERNATIONAL INC.

BE IT RESOLVED THAT:

1. the 1998 Altair International Inc. Stock Option Plan (the
"1998 Plan"), a copy of which is annexed as Exhibit B to the
Altair International Inc. management information circular and
proxy statement dated as of April 15, 1998 is hereby adopted
and approved as the stock option plan of the Corporation;

2. the number of common shares of the Corporation issuable
pursuant to the 1998 Plan be set at 2,000,000 common shares of
the Corporation; and

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

<PAGE>

A-1

EXHIBIT A

1996 ALTAIR INTERNATIONAL INC.

STOCK OPTION PLAN

1. PURPOSE
-------

The purpose of this stock option plan (the "Plan") is to authorize the
grant to service providers for Altair International Inc. (the "Corporation") of
options to purchase common shares ("shares") of the Corporation's capital and
thus benefit the Corporation by enabling it to attract, retain and motivate
service providers by providing them with the opportunity, through share options,
to acquire an increased proprietary interest in the Corporation.

2. ADMINISTRATION
--------------

The Plan shall be administered by the board of directors of the
Corporation. Subject to approval of the granting of options by the board of
directors, the Corporation shall grant options under the Plan.

3. SHARES SUBJECT TO PLAN
----------------------

Subject to adjustment under the provisions of paragraph 12 hereof, the
aggregate number of shares of the Corporation which may be issued and sold under
the Plan will not exceed 2,500,000 shares. The total number of shares which may
be reserved for issuance to any one individual under the Plan shall not exceed
5% of the outstanding issue. The Corporation shall not, upon the exercise of any
option, be required to issue or deliver any shares prior to (a) the admission of
such shares to listing on any stock exchange on which the Corporation's shares
may then be listed, and (b) the completion of such registration or other
qualification of such shares under any law, rules or regulation as the
Corporation shall determine to be necessary or advisable. If any shares cannot
be issued to any optionee for whatever reason, the obligation of the Corporation
to issue such shares shall terminate and any option exercise price paid to the
Corporation shall be returned to the optionee.

4. LIMITS WITH RESPECT TO INSIDERS
-------------------------------

(a) The maximum number of shares which may be reserved for
issuance to insiders under the Plan, any other employer stock
option plans or options for services, shall be 10% of the
shares issued and outstanding at the time of the grant (on a
non-diluted basis).

(b) The maximum number of shares which may be issued to insiders
under the Plan, together with any other previously established
or proposed share compensation arrangements, within any one
year period shall be 10% of the outstanding issue. The maximum
number of shares which may be issued to any one insider and
his or her associates under the Plan, together with any other
previously established or proposed share compensation
arrangements, within a one year period shall be 5% of the
shares outstanding at the time of the grant (on a non-diluted
basis).

<PAGE>

A-2

(c) Any entitlement to acquire shares granted pursuant to the
Plan, any other employer stock option plans, options for
services or any other share compensation agreement, prior to
the optionee becoming an insider, shall be excluded for the
purposes of the limits set out in paragraphs (a) and (b)
above.

5. ELIGIBILITY
-----------

Options shall be granted only to service providers for the Corporation.
The term "service providers for the Corporation" means (a) any employee or
insider of the Corporation or any of its subsidiaries, and (b) any other person
or company engaged to provide ongoing management or consulting services for the
Corporation or any entity controlled by the Corporation. The terms "insider",
"controlled" and "subsidiary" shall have the meanings ascribed thereto in the
Securities Act (Ontario) from time to time. Subject to the foregoing, the board
of directors shall have full and final authority to determine the persons who
are to be granted options under the Plan and the number of shares subject to
each option.

6. PRICE
-----

The purchase price (the "Price") for the shares of the Corporation
under each option shall be determined by the board of directors on the basis of
the market price, where "market price" shall mean the prior trading day closing
price of the shares of the Corporation on any stock exchange on which the shares
are listed, and where there is no such closing price, "market price" shall mean
the average of the most recent bid and ask of the shares of the Corporation on
any stock exchange on which the shares are listed. In no event shall the Price
be less than the market price on The Toronto Stock Exchange, if the shares of
the Corporation are then listed on such exchange.

7. PERIOD OF OPTION AND RIGHTS TO EXERCISE
---------------------------------------

Subject to the provisions of this paragraph 7 and paragraphs 8, 9 and
10 below, options will be exercisable in whole or in part, and from time to
time, during the currency thereof. Options shall not be granted for a term
exceeding five years. Options may, at the discretion of the board of directors,
provide that the number of shares which may be acquired pursuant to the option
shall not exceed a specified number each year during the term of the option. The
shares to be purchased upon each exercise of any option (the "optioned shares")
shall be paid for in full at the time of such exercise. Except as provided in
paragraphs 8 and 9 below, no option which is held by a service provider may be
exercised unless the optionee is then a service provider for the Corporation.

<PAGE>

A-3

8. CESSATION OF PROVISION OF SERVICES
----------------------------------

If any optionee who is a service provider shall cease to be a service
provider for the Corporation for any reason (except as otherwise provided in
paragraph 9) the optionee may, but only within the period of ninety days next
succeeding such cessation and in no event after the expiry date of the
optionee's option, exercise the optionee's option.

9. DEATH OF OPTIONEE
-----------------

In the event of the death of an optionee during the currency of the
optionee's option, the option theretofore granted to the optionee shall be
exercisable within, but only within, the period of one year next succeeding the
optionee's death, and in no event after the expiry date of the option. Before
expiry of an option under this paragraph 9, the board of directors shall notify
the optionee's representative in writing of such expiry.

10. EXTENSION OF OPTION
-------------------

In addition to the provisions of paragraphs 8 and 9, the board of
directors may extend the period of time within which an option held by a
deceased optionee may be exercised or within which an option may be exercised by
an optionee who has ceased to be a service provider for the Corporation, but
such an extension shall not be granted beyond the original expiry date of the
option. Any extensions of options granted under this Plan are subject to
applicable regulatory approval.

11. NON-TRANSFERABILITY OF OPTION
-----------------------------

No option granted under the Plan shall be transferrable by an optionee
otherwise than by will or by the laws of descent and distribution, and such
option shall be exercisable, during an optionee's lifetime, only by the
optionee.

12. ADJUSTMENTS IN SHARES SUBJECT TO PLAN
-------------------------------------

The aggregate number and kind of shares available under the Plan shall
be appropriately adjusted in the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger, consolidation,
rights offering or any other change in the corporate structure or shares of the
Corporation. The options granted under the Plan may contain such provisions as
the board of directors may determine with respect to adjustments to be made in
the number and kind of shares covered by such options and in the option price in
the event of any such change.

13. AMENDMENT AND TERMINATION OF THE PLAN
-------------------------------------

The board of directors may at any time amend or terminate the Plan, but
where amended, such amendment is subject to regulatory approval.

<PAGE>

A-4

14. EFFECTIVE DATE OF THE PLAN
--------------------------

The Plan becomes effective on the date of its approval by the
shareholders of the Corporation.

15. EVIDENCE OF OPTIONS
-------------------

Each option granted under the Plan shall be embodied in a written
option agreement between the Corporation and the optionee which shall give
effect to the provisions of the Plan.

16. EXERCISE OF OPTION
------------------

Subject to the provisions of the Plan and the particular option, an
option may be exercised from time to time by delivering to the Corporation at
its registered office a written notice of exercise specifying the number of
shares with respect to which the option is being exercised and accompanied by
payment in cash or certified cheque for the full amount of the purchase price of
the shares then being purchased.

Upon receipt of a certificate of an authorized officer directing the
issue of shares purchased under the Plan, the transfer agent is authorized and
directed to issue and countersign share certificates for the optioned shares in
the name of such optionee or the optionee's legal personal representative or as
may be directed in writing by the optionee's legal personal representative.

17. NOTICE OF SALE OF ALL OR SUBSTANTIALLY ALL SHARES OR ASSETS
-----------------------------------------------------------

If at any time when an option granted under this Plan remains
unexercised with respect to any optioned shares, (a) a general offer to purchase
all of the issued shares of the Corporation is made by a third party or (b) the
Corporation proposes to sell all or substantially all of its assets and
undertaking or to merge, amalgamate or be absorbed by or into any other
corporation (save and except for a subsidiary or subsidiaries of the
Corporation) under any circumstances which involve or may involve or require the
liquidation of the Corporation, a distribution of its assets among its
shareholders, or the termination of the corporate existence of the Corporation,
the Corporation shall use its best efforts to bring such offer or proposal to
the attention of the optionee as soon as practicable and (i) the option granted
under this Plan may be exercised, as to all or any of the optioned shares in
respect of which such option has not previously been exercised, by the optionee
at any time up to and including, (but not after) a date thirty (30) days
following the date of the completion of such sale or prior to the close of
business on the expiry date of the option, whichever is the earlier; and (ii)
the Corporation may require the acceleration of the time for the exercise of the
said option and of the time for the fulfilment of any conditions or restrictions
on such exercise.

18. RIGHTS PRIOR TO EXERCISE
------------------------

An optionee shall have no rights whatsoever as a shareholder in respect
of any of the optioned shares (including any right to receive dividends or other
distributions therefrom or thereon) other than in respect of optioned shares in
respect of which the optionee shall have exercised the option to purchase
hereunder and which the optionee shall have actually taken up and paid for.

<PAGE>

A-5

19. GOVERNING LAW
-------------

This Plan shall be construed in accordance with and be governed by the
laws of the Province of Ontario and shall be deemed to have been made in said
Province, and shall be in accordance with all applicable securities laws.

20. EXPIRY OF OPTION
----------------

On the expiry date of any option granted under the Plan, and subject to
any extension of such expiry date permitted in accordance with the Plan, such
option hereby granted shall forthwith expire and terminate and be of no further
force or effect whatsoever as to such of the optioned shares in respect of which
the option has not been exercised.

21. APPROVAL
--------

The Plan has been approved by the shareholders of the Corporation on
May 10, 1996 and amended by shareholders of the Corporation on June 3, 1997 and
supersedes and replaces all prior stock option plans.

DATED at Toronto, Ontario, this 3rd day of June, 1997.

ALTAIR INTERNATIONAL INC.

(sgd.) William Long
President

<PAGE>

B-1

EXHIBIT B

1998 ALTAIR INTERNATIONAL INC.

STOCK OPTION PLAN

1. PURPOSE
-------

2. ADMINISTRATION
--------------

The Plan shall be administered by the board of directors of the
Corporation or a committee established by the board of directors for that
purpose (the "Committee"). Subject to approval of the granting of options by the
board of directors or Committee, as applicable, the Corporation shall grant
options under the Plan.

3. SHARES SUBJECT TO PLAN
----------------------

Subject to adjustment under the provisions of paragraph 12 hereof, the
aggregate number of shares of the Corporation which may be issued and sold under
the Plan will not exceed 2,000,000 shares. The total number of shares which may
be reserved for issuance to any one individual at any time under the Plan shall
not exceed 5% of the outstanding issue. The Corporation shall not, upon the
exercise of any option, be required to issue or deliver any shares prior to (a)
the admission of such shares to listing on any stock exchange on which the
Corporation's shares may then be listed, and (b) the completion of such
registration or other qualification of such shares under any law, rules or
regulation as the Corporation shall determine to be necessary or advisable. If
any shares cannot be issued to any optionee for whatever reason, the obligation
of the Corporation to issue such shares shall terminate and any option exercise
price paid to the Corporation shall be returned to the optionee.

4. LIMITS WITH RESPECT TO INSIDERS
-------------------------------

(a) The maximum number of shares which may be reserved for issuance to
insiders under the Plan, any other employer stock option plans or
options for services, shall be 10% of the shares issued and outstanding
at the time of the grant (on a non-diluted basis).

(b) The maximum number of shares which may be issued to insiders under the
Plan, together with any other previously established or proposed share
compensation arrangements, within any one year period shall be 10% of
the outstanding issue. The maximum number of shares which may be issued
to any one insider and his or her associates under the Plan, together
with any other previously established or proposed share compensation
arrangements, within a one year period shall be 5% of the shares
outstanding at the time of the grant (on a non- diluted basis).

<PAGE>

B-2

(c) Any entitlement to acquire shares granted pursuant to the Plan, any
other employer stock option plans, options for services or any other
share compensation agreement, prior to the optionee becoming an
insider, shall be excluded for the purposes of the limits set out in
paragraphs (a) and (b) above.

5. ELIGIBILITY
-----------

Options shall be granted only to service providers for the Corporation.
The term "service providers for the Corporation" means (a) any full or part-time
employee or officer, or insider of the Corporation or any of its subsidiaries;
and (b) any other person or company engaged to provide ongoing management or
consulting services for the Corporation or any entity controlled by the
Corporation (any person in (a) or (b) hereinafter referred to as an "Eligible
Person"). The terms "insider", "controlled" and "subsidiary" shall have the
meanings ascribed thereto in the Securities Act (Ontario) from time to time.
Notwithstanding the foregoing, no person or entity shall qualify as an Eligible
Person solely on account of the person or entity having beneficial ownership of
more than 10 percent of the shares of the Corporation. Subject to the foregoing,
the board of directors or Committee, as applicable, shall have full and final
authority to determine the persons who are to be granted options under the Plan
and the number of shares subject to each option.

6. PRICE
-----

The purchase price (the "Price") for the shares of the Corporation
under each option shall be determined by the board of directors or Committee, as
applicable, on the basis of the market price, where "market price" shall mean
the prior trading day closing price of the shares of the Corporation on The
Toronto Stock Exchange (the "TSE") if the shares are listed on the TSE or if the
shares are not listed on the TSE, on any other stock exchange on which the
shares are listed or on any dealing network on which the shares are quoted for
trading, and where there is no such closing price, "market price" shall mean the
closing price on the last day on which a trade in the shares occurred on the TSE
or if the shares are not listed on the TSE, on any other stock exchange on which
the shares are listed or on any dealing network on which the shares are quoted
for unlisted trading privileges. In no event shall the Price be less than the
market price on the TSE, if the shares of the Corporation are then listed on
such exchange.

7. PERIOD OF OPTION AND RIGHTS TO EXERCISE
---------------------------------------

Subject to the provisions of this paragraph 7 and paragraphs 8, 9 and
10 below, options will be exercisable in whole or in part, and from time to
time, during the currency thereof. Options shall not be granted for a term
exceeding ten years. The shares to be purchased upon each exercise of any option
(the "optioned shares") shall be paid for in full at the time of such exercise.
Except as provided in paragraphs 8, 9 and 10 below, no option which is held by a
service provider may be exercised unless the optionee is then a service provider
for the Corporation.

<PAGE>

B-3

8. CESSATION OF PROVISION OF SERVICES
----------------------------------

Subject to paragraph 10 below, if any optionee who is a service
provider shall cease to be a service provider for the Corporation for any reason
(except as otherwise provided in paragraphs 9 or 10) the optionee may, but only
within the period of ninety days next succeeding such cessation and in no event
after the expiry date of the optionee's option, exercise the optionee's option.

9. DEATH OF OPTIONEE
-----------------

Subject to paragraph 10 below, in the event of the death of an optionee
during the currency of the optionee's option, the option theretofore granted to
the optionee shall be exercisable within, but only within, the period of one
year next succeeding the optionee's death, and in no event after the expiry date
of the option. Before expiry of an option under this paragraph 9, the board of
directors or Committee, as applicable, shall notify the optionee's
representative in writing of such expiry.

10. EXTENSION OF OPTION
-------------------

In addition to the provisions of paragraphs 8 and 9, the board of
directors or Committee, as applicable, may extend the period of time within
which an option held by a deceased optionee may be exercised or within which an
option may be exercised by an optionee who has ceased to be a service provider
for the Corporation, but such an extension shall not be granted beyond the
original expiry date of the option. Any extensions of options granted under this
Plan are subject to applicable regulatory approval.

11. NON-TRANSFERABILITY OF OPTION
-----------------------------

12. ADJUSTMENTS IN SHARES SUBJECT TO PLAN
-------------------------------------

The aggregate number and kind of shares available under the Plan shall
be appropriately adjusted in the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger, consolidation,
rights offering or any other change in the corporate structure or shares of the
Corporation. The options granted under the Plan may contain such provisions as
the board of directors, or Committee, as applicable, may determine with respect
to adjustments to be made in the number and kind of shares covered by such
options and in the option price in the event of any such change.

<PAGE>

B-4

13. AMENDMENT AND TERMINATION OF THE PLAN
-------------------------------------

The board of directors may at any time amend or terminate the Plan, but
where amended, such amendment is subject to regulatory approval.

14. EFFECTIVE DATE OF THE PLAN
--------------------------

The Plan becomes effective on the date of its approval by the
shareholders of the Corporation.

15. EVIDENCE OF OPTIONS
-------------------

Each option granted under the Plan shall be embodied in a written
option agreement between the Corporation and the optionee which shall give
effect to the provisions of the Plan.

16. EXERCISE OF OPTION
------------------

17. VESTING RESTRICTIONS
--------------------

Options may, at the discretion of the board of directors or Committee,
as applicable, provide that the number of shares which may be acquired pursuant
to the option shall not exceed a specified number or percentage each year during
the term of the options.

18. NOTICE OF SALE OF ALL OR SUBSTANTIALLY ALL SHARES OR ASSETS
-----------------------------------------------------------

If at any time when an option granted under this Plan remains
unexercised with respect to any optioned shares:

(a) the Corporation seeks approval from its shareholders for a transaction
which, if completed, would constitute an Acceleration Event; or

(b) a third party makes a bona fide formal offer or proposal to the
Corporation or its shareholders which, if accepted, would constitute an
Acceleration Event;

<PAGE>

B-5
the Corporation shall notify the optionee in writing of such transaction, offer
or proposal as soon as practicable and, provided that the board of directors or
Committee, as applicable, has determined that no adjustment shall be made
pursuant to section 12 hereof, (i) the board of directors or Committee, as
applicable, may permit the optionee to exercise the option granted under this
Plan, as to all or any of the optioned shares in respect of which such option
has not previously been exercised (regardless of any vesting restrictions),
during the period specified in the notice (but in no event later than the expiry
date of the option), so that the optionee may participate in such transaction,
offer or proposal; and (ii) the board of directors or Committee, as applicable,
may require the acceleration of the time for the exercise of the said option and
of the time for the fulfilment of any conditions or restrictions on such
exercise.

For these purposes, an Acceleration Event means:

(a) the acquisition by any "offeror" (as defined in Part XX of the
Securities Act (Ontario)) of beneficial ownership of more than 50% of
the outstanding voting securities of the Corporation, by means of a
takeover bid or otherwise;

(b) any consolidation or merger of the Corporation in which the Corporation
is not the continuing or surviving corporation or pursuant to which
shares of the Corporation would be converted into cash, securities or
other property, other than a merger of the Corporation in which
shareholders immediately prior to the merger have the same
proportionate ownership of stock of the surviving corporation
immediately after the merger;

(c) any sale, lease exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the
assets of the Corporation; or

(d) the approval by the shareholders of the Corporation of any plan of
liquidation or dissolution of the Corporation.

19. RIGHTS PRIOR TO EXERCISE
------------------------

20. GOVERNING LAW
-------------

<PAGE>

B-6

21. EXPIRY OF OPTION
----------------

22. APPROVAL
--------

The Plan has been approved by the shareholders of the Corporation on
June 11, 1998.

DATED at Toronto, Ontario, this 11th day of June, 1998.

---------------------------
William Long, President

ALTAIR INTERNATIONAL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the
"Meeting") of the shareholders of Altair International Inc. (the "Corporation")
will be held at the Board of Trade of Metropolitan Toronto, Downtown Club, 3
First Canadian Place, Toronto, Ontario M5X 1C1, Boardroom B, on Thursday, the
11th day of June, 1998, 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, 1997, 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, if thought fit, pass a resolution approving the 1998
Altair International Inc. Stock Option Plan (the "Plan") and the
reservation of 2,000,000 common shares for issue on the exercise of
options granted pursuant to the Plan; and

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

This notice is accompanied by a form of proxy, a copy of the
management information circular and proxy statement, the annual report to
shareholders of the Corporation containing the audited consolidated financial
statements of the Corporation for the twelve months ended December 31, 1997, 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 15th day of April, 1998.

BY ORDER OF THE BOARD

(Sgd.) William P. Long
President

ALTAIR INTERNATIONAL INC.

PROXY

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

JUNE 11, 1998

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF
ALTAIR INTERNATIONAL INC.

The undersigned shareholder of Altair International Inc. (the
"Corporation") hereby nominates, constitutes and appoints William P. Long,
President and director, or failing him, James Golla, Secretary and 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 11th day of
June, 1998 and at any adjournment or adjournments thereof, to the same extent
and with the same power as if the undersigned were personally present at the
said meeting or such adjournment or adjournments thereof, and without limiting
the generality of the power hereby conferred, the nominees are specifically
directed to vote the shares represented by this proxy as indicated below.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AND, WHERE
A CHOICE IS SPECIFIED, WILL BE VOTED AS DIRECTED. WHERE NO CHOICE IS SPECIFIED,
THIS PROXY WILL CONFER DISCRETIONARY AUTHORITY AND WILL BE VOTED IN FAVOUR OF
THE RESOLUTIONS REFERRED TO ON THE REVERSE SIDE.

THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY TO VOTE IN
RESPECT OF ANY AMENDMENTS OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE NOTICE
OF MEETING OR ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING ABOUT
WHICH THE CORPORATION DOES NOT KNOW AS OF THE DATE THIS PROXY IS MAILED AND IN
SUCH MANNER AS SUCH NOMINEE IN HIS JUDGMENT MAY DETERMINE.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO ATTEND AND
ACT FOR HIM AND ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED
IN THIS FORM OF PROXY. SUCH RIGHT MAY BE EXERCISED BY FILLING THE NAME OF SUCH
PERSON IN THE BLANK SPACE PROVIDED AND STRIKING OUT THE NAMES OF MANAGEMENT'S
NOMINEES, OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE,
DEPOSITING THE PROXY AS INSTRUCTED BELOW.

TO BE VALID, THIS PROXY MUST BE RECEIVED BY THE TRANSFER AGENT
AT THE ADDRESS INDICATED ON THE ENCLOSED ENVELOPE NOT LATER THAN 48 HOURS
(EXCLUDING SATURDAYS AND HOLIDAYS) BEFORE THE TIME OF HOLDING THE MEETING OR
ADJOURNMENT THEREOF, OR DELIVERED TO THE CHAIRMAN ON THE DAY OF THE MEETING OR
ADJOURNMENT THEREOF.

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

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

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

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.

<PAGE>

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

William Long James Golla

George Hartman Bob Sheldon

2. Proposal in respect to the appointment of McGovern, Hurly,
Cunningham, Chartered Accountants, as auditors of the Corporation.

[ ] FOR [ ] AGAINST [ ] WITHHOLD

3. Ordinary resolution approving the 1998 Altair International Inc.
Stock Option Plan and the reservation of an aggregate of 2,000,000 common shares
for issue thereunder, a copy of which resolution is annexed as Schedule I to the
management information circular and proxy statement of the Corporation dated as
of April 15, 1998.

[ ] FOR [ ] AGAINST [ ] WITHHOLD

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

THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN ON ANY VOTE OR BALLOT
CALLED AT THE MEETING. UNLESS A SPECIFIC
INSTRUCTION IS INDICATED, SAID SHARES
WILL BE VOTED FOR CONFIRMATION AND/OR
APPROVAL OF THE MATTERS SPECIFIED IN
ITEMS 1, 2 AND 3, ALL OF WHICH ARE SET
FORTH IN THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR AND PROXY
STATEMENT, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED.

This proxy revokes and supersedes all
proxies of earlier date.

DATED this day of , 1998.

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.