================================================================================
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934
Filed by the Registrant :
Filed by a Party other than the Registrant 9
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
--------------------------------------------------------------------------------
Altair Nanotechnologies Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
================================================================================
ALTAIR NANOTECHNOLOGIES INC.
204 Edison Way
Reno, Nevada 89502
U.S.A.
MANAGEMENT INFORMATION CIRCULAR
AND PROXY STATEMENT
Solicitation of Proxies
-----------------------
THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT (THE
"INFORMATION CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
MANAGEMENT OF ALTAIR NANOTECHNOLOGIES INC. (THE "CORPORATION") OF PROXIES TO BE
USED AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE
HELD AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ENCLOSED NOTICE
OF MEETING (THE "MEETING"). This Information Circular, the notice of Meeting
attached hereto, the accompanying form of proxy and the Annual Report of the
Corporation for the year ended December 31, 2003 are first being mailed to the
shareholders of the Corporation on or about May 19, 2004. It is expected that
the solicitation will be primarily by mail, but proxies may also be solicited
personally, by email, by facsimile or by telephone by officers of the
Corporation without additional compensation therefor. If one or more
shareholders files a proxy statement or solicits proxies in opposition to the
recommendations of the Board of Directors, the Corporation may engage outside
solicitors to assist with its solicitation of proxies. Details regarding any
such engagement will be set forth in a supplement to this Information Statement.
The cost of solicitation by management will be borne directly by the
Corporation. Arrangements will be made with brokerage firms and other
custodians, nominees and fiduciaries for the forwarding of solicitation
materials to the beneficial owners of the Common Shares of the Corporation
("Common Shares") held by such persons, and the Corporation will reimburse such
brokerage firms, custodians, nominees and fiduciaries for the reasonable
out-of-pocket expenses incurred by them in connection therewith.
Appointment and Revocation of Proxies
-------------------------------------
The persons named in the enclosed form of proxy are officers and/or
directors of the Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER
PERSON TO REPRESENT HIM AT THE MEETING MAY DO SO either by inserting such
person's name in the blank space provided in that form of proxy or by completing
another proper form of proxy and, in either case, depositing the completed proxy
at the office of the transfer agent indicated on the enclosed envelope not later
than 48 hours (excluding Saturdays and holidays) before the time of holding the
Meeting, or delivered to the chairman on the day of the Meeting or adjournment
thereof.
A proxy given pursuant to this solicitation may be revoked by
instrument in writing, including another proxy bearing a later date, executed by
the shareholder or by his attorney authorized in writing, and deposited either
at the registered office of the Corporation at any time up to and including the
last business day preceding the day of the Meeting, or any adjournment thereof,
at which the proxy is to be used, or with the chairman of such Meeting on the
day of the Meeting, or adjournment thereof, or in any other manner permitted by
law.
1
Voting of Proxies
-----------------
UNLESS OTHERWISE INDICATED ON THE FORM OF PROXY, SHARES REPRESENTED BY
PROPERLY EXECUTED PROXIES IN FAVOR OF PERSONS DESIGNATED IN THE PRINTED PORTION
OF THE ENCLOSED FORM OF PROXY WILL BE VOTED (I) TO ELECT MANAGEMENT'S SIX
NOMINEES FOR DIRECTOR, (II) TO APPOINT DELOITTE & TOUCHE LLP AS THE
CORPORATION'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004,
AND (III) AGAINST THE SHAREHOLDER PROPOSAL AS SUCH MATTERS ARE DESCRIBED AND
DEFINED BELOW. IF SO INDICATED ON THE FORM OF PROXY, SHARES REPRESENTED BY
PROPERLY EXECUTED PROXIES IN FAVOR OF PERSONS DESIGNATED IN THE PRINTED PORTION
OF THE ENCLOSED FORM OF PROXY WILL BE WITHHELD FROM VOTING WITH RESPECT TO, OR
VOTED AGAINST, ANY OR ALL OF THE THREE MATTERS IDENTIFIED IN THE PRECEDING
SENTENCE. The enclosed form of proxy confers discretionary authority upon the
persons named therein with respect to amendments or variations to matters
identified in the notice of Meeting, or other matters which may properly come
before the Meeting. At the time of printing this Information Circular,
management of the Corporation knows of no such amendments, variations or other
matters to come before the Meeting.
Voting Securities
-----------------
The authorized capital of the Corporation consists of an unlimited
number of Common Shares. As of April 21, 2004, the Corporation had issued and
outstanding 48,722,974 Common Shares.
The Corporation shall make a list of all persons who are registered
holders of Common Shares on May 16, 2004 (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 those shares at the Meeting in lieu of the transferor.
Two persons present in person and each entitled to vote at a meeting of
shareholders is required for a quorum. An abstention will be counted as
"represented" for the purpose of determining the presence or absence of a
quorum. A broker non-vote, which is an indication by a broker that it does not
have discretionary authority to vote on a particular matter, will not be treated
as "represented" for quorum purposes.
Under the Canada Business Corporations Act (the "CBCA"), once a quorum
is established, in connection with the election of directors, the six nominees
receiving the highest number of votes will be elected. In order to approve each
of the proposals in respect of the appointment of independent auditors and the
shareholder proposal, the votes cast in favour of such proposal must exceed the
votes cast against. Abstentions and broker non-votes will not have the effect of
being considered as votes cast against any of the matters considered at the
Meeting.
2
Exchange Rate Information
-------------------------
The following exchange rates represent the noon buying rate in New York
City for cable transfers in Canadian dollars (CDN. $), as certified for customs
purposes by the Federal Reserve Bank of New York. The following table sets
forth, for each of the years indicated, the period end exchange rate, the
average rate (i.e. the average of the exchange rates on the last day of each
month during the period), and the high and low exchange rates of the U.S. Dollar
(U.S. $) in exchange for the Canadian Dollar (CDN. $) for the years indicated
below, based on the noon buying rates.
----------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
--------------- -------------- -------------- --------------- --------------- ----------------
(Each U.S. Dollar Purchases the Following Number of Canadian Dollars)
----------------------------------------------------------------------------------------------
High 1.5750 1.6128 1.6023 1.5600 1.5302
--------------- -------------- -------------- --------------- --------------- ----------------
Low 1.2923 1.5108 1.4933 1.4350 1.4440
--------------- -------------- -------------- --------------- --------------- ----------------
Average 1.3916 1.5702 1.5519 1.4871 1.4827
--------------- -------------- -------------- --------------- --------------- ----------------
Year End 1.2923 1.5800 1.5925 1.4995 1.4440
--------------- -------------- -------------- --------------- --------------- ----------------
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
The Articles of Continuance of the Corporation (the "Articles") provide
that the board of directors of the Corporation (the "Board") may consist of a
minimum of three and a maximum of nine directors, to be elected annually. Each
director will hold office until the next annual meeting or until his successor
is duly elected unless his office is earlier vacated in accordance with the
by-laws of the Corporation. Pursuant to the Articles, the Board has been
empowered to set the size of the Board, subject to any limitations set forth in
the Articles of the CBCA. The Articles provide that the Board may, between
meetings of shareholders, appoint one or more additional directors, but only if,
after such appointment, the total number of directors would not be greater than
one and one-third times the number of directors required to have been elected at
the last annual meeting of shareholders.
At the Meeting, shareholders of the Corporation will be asked to elect
six directors. The following table provides the names of the director nominees
of management of the Corporation (the "Nominees") and information concerning
them. The persons in the enclosed form of proxy intend to vote for the election
of the Nominees. Management does not contemplate that any of the Nominees will
be unable to serve as a director. None of the Nominees or current directors or
officers was selected pursuant to any arrangement or understanding between him
and any other person.
3
---------------------------------- ---------------------- ------------------------ ---------------------------------
Number of Common Shares
Period of Service as a Beneficially Owned or Over
Name & Municipality of Residence Office Director Which Control is Exercised(1)
---------------------------------- ---------------------- ------------------------ ---------------------------------
Rudi E. Moerck President & Director Since 2003 400,559 (2)
San Antonio, Texas
---------------------------------- ---------------------- ------------------------ ---------------------------------
Jon N. Bengtson Director Since 2003 25,000 (3)
Reno, Nevada
---------------------------------- ---------------------- ------------------------ ---------------------------------
James Golla Director Since 1994 55,000 (4)
Mississauga, Ontario
---------------------------------- ---------------------- ------------------------ ---------------------------------
George Hartman Director Since 1997 65,800 (5)
Fenelon Falls, Ontario
---------------------------------- ---------------------- ------------------------ ---------------------------------
David King Director Since 2004 29,500 (6)
Washington, D.C.
---------------------------------- ---------------------- ------------------------ ---------------------------------
Christopher E. Jones Director Since May 1, 2004 Nil
Del Mar, California
---------------------------------- ---------------------- ------------------------ ---------------------------------
(1) The information as to Common Shares beneficially owned or over
which they exercise control or direction is not within the
knowledge of the Corporation and 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 250,000 Common Shares subject to presently exercisable
options granted to Mr. Moerck pursuant to the 1998 Plan.
(3) Includes 25,000 Common Shares subject to presently exercisable
options granted to Mr. Bengtson pursuant to the 1998 Plan.
(4) Includes 10,000 Common Shares subject to presently exercisable
options granted to Mr. Golla pursuant to the 1996 Plan and 45,000
Common Shares subject to presently exercisable options granted to
Mr. Golla pursuant to the 1998 Plan.
(5) Includes 10,000 Common Shares subject to presently exercisable
options granted to Mr. Hartman pursuant to the 1996 Plan and
55,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1998 Plan.
(6) Includes 25,000 Common Shares subject to presently exercisable
options granted to Mr. King pursuant to the 1996 Plan.
IF ANY OF THE NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A
DIRECTOR, PROXIES IN FAVOR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN
THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS
SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.
Set forth below is a description of each of the directors, nominees and
executive officers of the Corporation, including their principal occupations for
the past five years:
4
Directors
---------
Rudi E. Moerck, 57, was appointed Vice President of Business
Development of the Corporation in January 2002, was promoted to President of the
Corporation in April 2002 and has been a director since December 2003. Prior to
joining the Corporation, in April 1997, Dr. Moerck founded www.Smrtdoc.com, a
consulting services provider to the pharmaceutical, virtual pharmaceutical and
fine chemical industries. Key assignments at www.Smrtdoc.com included commercial
development projects and mergers and acquisitions. Dr. Moerck also held key
senior management positions, including Senior Vice President and General Manager
as well as Senior Vice President of Sales and Marketing with Catalytica
Pharmaceuticals between June 1998 and January 2002. Prior to joining Catalytica
Pharmaceuticals, Dr. Moerck held the position of President of Salsbury
Chemicals, a subsidiary of Cambrex Corporation, from 1996-1997 and held the
position of President of the Pharmaceuticals and Fine Chemicals Group of Cambrex
from 1997-1998. Degussa Corporation and Degussa AG employed Dr. Moerck for 13
years during which he held various positions of increasing responsibility, which
included the successful green field launch of Degussa's hydrogen peroxide
business in North America. Dr. Moerck obtained a bachelors degree in
Biology/Chemistry from Florida Southern College, Lakeland, Florida in 1969 and a
Ph.D. in Organic Chemistry from University of Florida in 1975, and completed
Postdoctoral Fellowships at Ohio State University between 1975 and 1979.
Jon N. Bengtson, 60, has been a director of the Corporation since July
2003. He also currently serves as a director of The Sands Regent Hotel Casino
and is chairman of the board of Radica Games Limited. Mr. Bengtson began his
career with Harrah's, where he served for nine years in various management
positions, including vice president of management information systems. He joined
International Game Technology in 1980 as vice president, chief financial officer
and director and was subsequently promoted to vice president of marketing in
1982. Mr. Bengtson left International Game Technology in 1984 to become vice
president of finance and administration, chief financial officer and director of
the Sands Regent Hotel Casino. In 1993, he joined Radica Games Limited as
executive vice president, chief financial officer and director. Mr. Bengtson is
also the founder and chief financial officer for Pinyon Technology, a start-up
technology company developing wireless networking integrated circuits. He holds
a bachelors degree in Business Administration and a Master of Business
Administration degree from the University of Nevada, Reno.
James I. Golla, 71, has been a director of the Corporation since
February 1994. He also currently serves as a director of Assure Energy, 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, 55, was elected a director of the Corporation in
March 1997. From 1995 until 1998, Mr. Hartman served as President of Planvest
Pacific Financial Corp. ("Planvest Pacific"), a Vancouver-based financial
planning firm with U.S. $1 billion of assets under management. Mr. Hartman also
served on the board of directors of Planvest Capital Corp., the parent of
Planvest Pacific. From 1998 until 2000, Mr. Hartman was Senior Vice President of
Financial Concept Group until the firm's sale to Assante Corporation, a North
American financial services industry consolidator. At that time, he became Chief
Executive Officer of PlanPlus Inc., Canada's oldest firm specializing in the
development and distribution of wealth management software to the financial
services industry. Mr. Hartman also continues as President of Hartman & Company,
Inc., a firm he founded in 1991 which provides consulting services to the
financial services industry. Mr. Hartman is the author of Risk is a Four-Letter
Word--The Asset Allocation Approach to Investing, a Canadian best-seller
published in 1992, and is the author of its sequel, Risk is STILL a Four Letter
Word, released in 2000.
5
David S. King, 54, has been a director of the Corporation since
February 2004. He is the founder and managing partner of Advanced Technology
Group LLC, which works with research and development enterprises to accelerate
their commercialization of innovative technologies. Dr. King was employed by the
National Institute of Standards and Technology from 1976 through 2000. He began
his career as a research chemist in the Physics Laboratory where he developed a
research program aimed at a basic understanding of energy flow and chemical
reactivity in high energy density materials, in bimolecular collisions and small
molecular clusters and at metal interfaces. From 1994 to 1999 Dr. King was a
Program Manager in the Advanced Technology Program, where he recommended and
implemented long-range technology investment strategies; served as technical or
business evaluator for over 1,000 research and development proposals, where he
formally evaluated corporate technology development and commercialization
strategies; and served as program manager for approximately 25 innovative,
industry-led research and development projects in areas of chemistry, physics
and biotechnology. From 1999 to 2000, he was Science Advisor, Physics
Laboratory, and then Science Advisor in the Office of the Under Secretary of
Commerce for Technology. He then founded the Advanced Technology Group LLC in
October 2000. Dr. King holds a Bachelor of Arts degree in Chemistry, a Doctor of
Philosophy degree in Chemical Physics and an Executive Masters of Science and
Engineering in the Management of Technology, all from the University of
Pennsylvania.
Christopher E. Jones, 57, was appointed a director of the Company effective
May 1, 2004. Since 1998, Mr. Jones has been the Vice President of Manufacturing
and Engineering at Behr Process Corporation, where he is responsible for the
construction and operations of all coating plant operations for the larger DIY
architectural coatings company in North America. Prior to joining Behr Process,
Mr. Jones was the President of Kronos Louisiana and the Vice President of
Manufacturing of Kronos International. Kronos was the fourth largest producer of
titanium dioxide in the world. Mr. Jones earned a Bachelors of Arts degree in
Chemistry from Oakland University and a Ph.D in Organo-Metallic Chemistry from
Michigan State University and completed postdoctoral work at University of
Leeds, England and University of Alberta in Edmonton, Canada.
Executive Officers
------------------
The executive officers of the Corporation as of May 1, 2004 are Rudi E.
Moerck, Edward H. Dickinson and Douglas K. Ellsworth. Certain information
regarding Dr. Moerck is set forth above under "Election of Directors -
Directors." Certain information regarding Messrs. Dickinson and Ellsworth
follows.
Edward H. Dickinson, 57, was appointed Chief Financial Officer of the
Corporation in March 2000, and was appointed Secretary in June 2001. Mr.
Dickinson had previously served as Director of Finance of the Corporation since
August 1996. From 1994 to 1996, Mr. Dickinson was employed by the Southern
California Edison Company as a negotiator of non-utility power generation
contracts. Mr. Dickinson was Vice President and Director of Geolectric Power
Company during 1993 and 1994, and from 1987 through 1992, he was the Director of
Finance and Administration for OESI Power Corporation. Prior to 1987, Mr.
Dickinson held various accounting and program management positions in the United
States Department of Energy. Mr. Dickinson, who is a certified public
accountant, obtained a masters degree in Accounting from California State
University, Northridge in 1978.
Douglas K. Ellsworth, 50, was appointed President, Altair
Nanomaterials, Inc., the operating subsidiary through which the Corporation
conducts its nanotechnology business, in June 2003 and Senior Vice President of
the Corporation in March 2004. Mr. Ellsworth previously held various other
positions with Altair Nanomaterials, Inc.. Prior to joining the Corporation, Mr.
6
Elsworth was the Manager, Technical Support for BHP Minerals' Center for
Minerals Technology in Reno, Nevada from 1984 through 1999. Mr. Ellsworth began
work at BHP in 1984 as the chief chemist. Mr. Ellsworth worked as a chemist and
manager at Skyline Labs in Colorado and Alaska in 1975-1979 and as a chemist for
Utah International, Inc.'s Minerals Laboratory in Sunnyvale California from
1979-1984. Mr. Ellsworth received his B.S. degree in chemistry and geology from
the State University of New York College, Oneonta.
Key Employees
-------------
Bruce J. Sabacky, 53, was appointed Vice President of Research and
Engineering for Altair Nanomaterials, Inc., the operating subsidiary through
which the Corporation conducts its nanotechnology business, in October 2003. Dr.
Sabacky joined Altair Nanomaterials, Inc. in January 2001 as Director of
Research and Engineering. Prior to that, he was the Manager of Process
Development at BHP's Center for Minerals Technology from 1996 to 2001, where he
was instrumental in developing the nanostructured materials technology. Dr.
Sabacky was the Technical Superintendent for Minera Escondida Ltda. from 1993 to
1996 and was a Principal Process Engineer with BHP from 1991 to 1993. Prior to
that, he held senior engineering positions in the minerals and metallurgical
industries. Dr. Sabacky obtained Bachelors and Masters degrees in Metallurgical
Engineering from the South Dakota School of Mines and Technology and a Ph.D in
Materials Science & Mineral Engineering with minors in Chemical Engineering and
Mechanical Engineering from the University of California, Berkeley.
Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Set forth below is information with respect to beneficial ownership of
Common Shares as of April 16, 2004 by the Corporation's Chief Executive Officer,
by the three persons serving as executive officers as of December 31, 2003 whose
total compensation for 2003 exceeded $100,000, and the most highly compensated
non-executive employee (collectively, the "named executive officers"), by each
of the directors of the Corporation, by persons known to the Corporation to
beneficially own more than 5% of the outstanding Common Shares, 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.
7
------------------------- -------------------------------------- ------------------------------ --------------------
Title of Class Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership(1) of Class(2)
------------------------- -------------------------------------- ------------------------------ --------------------
Common William P. Long (CEO until May 1, 2,319,529(3) 4.5%
2004; and director until May 1,
2004)
57 Sunset Rim
Cody, Wyoming 82414
------------------------- -------------------------------------- ------------------------------ --------------------
Common Rudi E. Moerck (President and 400,559(4) *
Director)
25107 Callaway
San Antonio, Texas 78258
------------------------- -------------------------------------- ------------------------------ --------------------
Common Douglas K. Ellsworth (Senior Vice 121,433(5) *
President)
4310 Wild Eagle Terrace
Reno, Nevada 89511
------------------------- -------------------------------------- ------------------------------ --------------------
Common Edward H. Dickinson (Chief Financial 350,000(6) *
Officer and Secretary)
900 So. Meadows Pkwy., #2023
Reno, Nevada 89521
------------------------- -------------------------------------- ------------------------------ --------------------
Common Bruce J. Sabacky (Employee) 25,000(7) *
8555 Council Lane
Reno, Nevada 89511
------------------------- -------------------------------------- ------------------------------ --------------------
Common Jon N. Bengtson (Director) 25,000(8) *
2370 Solari Drive
Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common James I. Golla (Director) 55,000(9) *
829 Terlin Boulevard
Mississauga, Ontario L5H 1T1
------------------------- -------------------------------------- ------------------------------ --------------------
Common George Hartman (Director) 65,800(10) *
136 Colborne
Fenelon Falls, ON K0M 1N0
------------------------- -------------------------------------- ------------------------------ --------------------
Common David S. King (Director) 29,500(11) *
123 Tenth Ave, SE
Washington, D.C. 20003
------------------------- -------------------------------------- ------------------------------ --------------------
Common Christopher Jones (Director as of Nil Nil
May 1, 2004)
1140 Cuchara Drive
Del Mar, California 92014
------------------------- -------------------------------------- ------------------------------ --------------------
Common Louis Schnur (Significant 5,351,792(12) 9.9%(13)
Shareholder)
6941 South Western Ave.
Chicago, IL 60613
------------------------- -------------------------------------- ------------------------------ --------------------
Common All Directors and Officers as a Group 3,366,821(14) 6.5%
(9 persons)
------------------------- -------------------------------------- ------------------------------ --------------------
8
* Represents less than 1% of the outstanding Common Shares.
(1) Includes all Common Shares issuable pursuant to the exercise or
conversion of options, warrants and other exercisable or convertible
securities that are exercisable within 60 days of April 16, 2004.
(2) Based on 48,722,974 Common Shares outstanding as of April 16, 2004.
Common Shares underlying options, warrants or other convertible or
exercisable securities are, to the extent exercisable within 60 days of
April 16, 2004, deemed to be outstanding for purposes of calculating
the percentage ownership of the owner of such convertible securities,
but not for purposes of calculating any other person's percentage
ownership.
(3) Includes 287,500 Common Shares held by the MBRT Trust, an irrevocable
trust for the benefit of the children of Dr. Long, and 125,000 Common
Shares subject to warrants held by the MBRT Trust. Dr. Long disclaims
any beneficial interest in such 412,500 Common Shares. Also includes
100,000 Common Shares subject to presently exercisable options granted
to Dr. Long pursuant to the 1996 Altair Nanotechnologies Inc. Stock
Option Plan (the "1996 Plan") and 210,000 Common Shares subject to
presently exercisable options granted to Dr. Long pursuant to the 1998
Altair Nanotechnologies Inc. Stock Option Plan (the "1998 Plan").
(4) Includes 250,000 Common Shares subject to presently exercisable options
granted to Mr. Moerck pursuant to the 1998 Plan.
(5) Includes 120,000 Common Shares subject to presently exercisable options
granted to Mr. Ellsworth pursuant to the 1998 Plan.
(6) Includes 150,000 Common Shares subject to presently exercisable options
granted to Mr. Dickinson pursuant to the 1996 Plan and 200,000 Common
Shares subject to presently exercisable options granted to Mr.
Dickinson pursuant to the 1998 Plan.
(7) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Sabacky pursuant to the 1998 Plan.
(8) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Bengtson pursuant to the 1998 Plan.
(9) Includes 10,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan and 45,000 Common Shares
subject to presently exercisable options granted to Mr. Golla pursuant
to the 1998 Plan.
(10) Includes 10,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1996 Plan and 55,000 Common
Shares subject to presently exercisable options granted to Mr. Hartman
pursuant to the 1998 Plan.
(11) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. King pursuant to the 1996 Plan.
(12) Information regarding ownership of Common Shares is based solely upon a
Schedule 13D filed with the SEC by Mr. Schnur and affiliates on April
14, 2004. Information regarding ownership of common shares underlying
warrants is based on the records of the Corporation, which indicate
ownership of 251,000 fewer Common Shares underlying warrants than
reported by Mr. Schnur in his Schedule 13D.
(13) Includes 3,035,492 presently exercisable warrants to purchase Common
Shares. Mr. Schnur's warrants are all subject to a provision
prohibiting exercise of such warrants if, after such exercise, Mr.
Schnur would beneficially own more than 9.9% of the outstanding Common
Shares.
(14) Includes 295,000 Common Shares subject to presently exercisable options
granted to officers and directors pursuant to the 1996 Plan, 905,000
Common Shares subject to presently exercisable options granted to
officers and directors pursuant to the 1998 Plan, and 125,000 Common
Shares subject to warrants held by the MBRT Trust.
9
Executive Compensation
----------------------
(a) Compensation of Officers
The following table, presented in accordance with Regulation 14A
promulgated under the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), sets forth all compensation for services rendered in all
capacities to the Corporation and its subsidiaries for the fiscal years ended
December 31, 2003, December 31, 2002 and December 31, 2001 in respect of the
named executive officers.
Summary Compensation Table
--------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------------------------------------- ------------------------------------
Restricted Securities
Fiscal Shares or Under
Year Other Annual Restricted Options LTIP All Other
Ended Salary Bonus (1) Compensation Share Units Granted Payouts Compensation
Name and Title Dec. 31, (U.S.$) (U.S. $) (U.S.$) (#) (#) (U.S. $) (U.S. $)
--------------------------------------------------------------------------------------------------------------------
William P. Long, 2003 109,440 60,000 Nil Nil Nil Nil Nil
CEO and Director
(through May 1,
2004)
---------------------------------------------------------------------------------------------------
2002 100,320 9,120 Nil Nil 110,000 Nil 117,694(2)
---------------------------------------------------------------------------------------------------
2001 91,200 9,120 Nil Nil 100,000 Nil Nil
====================================================================================================================
Rudi E Moerck, 2003 110,000 50,000 Nil Nil 50,000 Nil Nil
President and
Director
---------------------------------------------------------------------------------------------------
2002 84,500 Nil Nil Nil 300,000 Nil Nil
---------------------------------------------------------------------------------------------------
2001 Nil Nil Nil Nil Nil Nil Nil
====================================================================================================================
Douglas K. 2003 105,774 40,000 Nil Nil 110,000 Nil Nil
Ellsworth, Senior
Vice President
---------------------------------------------------------------------------------------------------
2002 92,653 Nil Nil Nil 10,000 Nil Nil
---------------------------------------------------------------------------------------------------
2001 89,090 Nil Nil Nil 15,000 Nil Nil
====================================================================================================================
Edward H. 2003 85,000 25,000 Nil Nil 110,000 Nil Nil
Dickinson, Chief
Financial Officer
---------------------------------------------------------------------------------------------------
2002 85,000 Nil Nil Nil Nil Nil Nil
---------------------------------------------------------------------------------------------------
2001 81,731 Nil Nil Nil 45,000 Nil Nil
====================================================================================================================
Bruce J. 2003 99,463 13,215 Nil Nil 110,000 Nil Nil
Sabacky, Employee
---------------------------------------------------------------------------------------------------
2002 98,502 Nil Nil Nil 10,000 Nil Nil
---------------------------------------------------------------------------------------------------
2001 94,714 Nil Nil Nil 95,000 Nil Nil
====================================================================================================================
10
(1) Represents bonus earned during indicated fiscal year.
(2) This amount includes $116,000 representing the value, as of the issue
date, of 200,000 Common Shares issued to Dr. Long in December 2002 in
connection with the termination of certain terms of his employment
agreement. It also includes $1,694 representing the value of personal
use of a company-owned automobile.
(b) Option Grants in 2003
The following table provides details with respect to stock options, if
any, granted to the named executive officers during the year ended December 31,
2003:
----------------------------------------------------------------------------------------------------------------------
Market Value
% of Total of Potential Realizable
Options Securities Value at Assumed Rates
Granted to Underlying of Share Price
Securities Employees Exercise Options on Appreciation for Option
Under in Price per the Date of Term
options Financial Share Grant Expiration (US$)
Name Granted Grant Date Year (US$) (US$) Date 5% 10%
----------------------------------------------------------------------------------------------------------------------
Rudi E. Moerck, 50,000 02/25/03 6.0% 1.00 0.46 2/25/08 Nil Nil
President and
Director
----------------------------------------------------------------------------------------------------------------------
Douglas K. 100,000 09/04/03 11.9% 1.06 1.06 9/4/08 29,286 64,714
Ellsworth, Senior 10,000 11/10/03 1.2% 1.22 1.22 11/10/08 3,371 7,448
Vice President
----------------------------------------------------------------------------------------------------------------------
Edward H. 100,000 05/14/03 11.9% 1.00 0.47 5/14/08 Nil Nil
Dickinson, Chief 10,000 11/10/03 1.2% 1.22 1.22 11/10/08 3,371 7,448
Financial Officer
----------------------------------------------------------------------------------------------------------------------
Bruce J. Sabacky 100,000 09/04/03 11.9% 1.06 1.06 09/04/08 29,286 64,714
10,000 11/10/03 1.2% 1.22 1.22 11/10/08 3,371 7,448
----------------------------------------------------------------------------------------------------------------------
11
(c) Aggregated Option Exercises and Year-end Option Values
The following table provides information regarding options held by the
named executive officers as at December 31, 2003 and options exercised by them
during the year ended December 31, 2003:
-------------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options at December 31, In-the-Money Options at
Securities 2003(#) December 31, 2003 ($)
Acquired on Aggregate -------------------------- --------------------------
Exercise Value Exercisable Unexercisable Exercisable Unexercisable
Name (#) Realized
-------------------------------------------------------------------------------------------------
William P. Long, Nil Nil 310,000 Nil 220,300 N/A
CEO and Director
(through May 1,
2004)
-------------------------------------------------------------------------------------------------
Rudi E. Moerck, Nil Nil 250,000 100,000 372,500 163,000
President and
Director
-------------------------------------------------------------------------------------------------
Douglas K. 10,000 4,200 120,000 5,000 185,500 7,050
Ellsworth, Senior
Vice President
-------------------------------------------------------------------------------------------------
Edward H. Nil Nil 350,000 5,000 234,400 7,050
Dickinson, Chief
Financial Officer
-------------------------------------------------------------------------------------------------
Bruce J. Sabacky 80,000 76,200 30,000 5,000 39,250 7,050
-------------------------------------------------------------------------------------------------
(d) Compensation of Directors
During 2003, directors that were not executive officers of the
Corporation, with the exception of Mr. Bengtson, were paid U.S. $1,000 per
meeting attended in person for services as directors. In light of specific
responsibility associated with his being Chairman of the Audit Committee, Mr.
Bengtson was paid $2,000 per quarter. During the year ended December 31, 2003,
the Corporation paid an aggregate of $12,000 in compensation to directors. No
amounts were paid Dr. Long and Dr. Moerck in their capacities as directors.
For 2004, the Corporation has determined to pay all directors who are
not employees of the Corporation a fee of $3,000 per quarter. In addition,
directors who are not employees and provide service in the following positions
receive the following additional fees:
Position Additional Compensation
------------------ -----------------------
Chairman of the Board $3,000 per quarter
Executive Committee Member $2,000 per quarter
Audit or Compensation Committee Chair $1,000 per quarter
Audit or Compensation Committee Member $1,000 per quarter
Other Committee Chair or Member Determined upon formation
of committee
12
In addition, directors 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.
Directors of the Corporation and its subsidiaries are also entitled to
participate in the 1996 Plan and the 1998 Plan. During 2003, the Corporation
granted options to purchase 10,000 Common Shares to Mr. Hartman and options to
purchase 10,000 Common Shares to Mr. Golla under the 1996 Plan. During 2003, the
Corporation granted options to purchase 20,000 Common Shares to Mr. Hartman,
options to purchase 20,000 Common Shares to Mr. Golla and options to purchase
75,000 Common Shares to Mr. Bengtson under the 1998 Plan.
(e) Employment Contracts
William P. Long, Chief Executive Officer of the Corporation through May
1, 2004, has entered into an employment agreement with the Corporation dated
January 1, 1998. The term of the agreement commenced on January 1, 1998 and,
unless earlier terminated, expires on December 31, 2007. Pursuant to the
agreement, Dr. Long is paid a salary of U.S. $7,600 per month and an annual
bonus, determined by the Board, of not less than 10% of Dr. Long's annual
compensation. The Corporation is presently negotiating a separation agreement
with Dr. Long, which is expected to be executed in early May 2004. You are
advised to consult the periodic reports of the Corporation for information
regarding the terms of such separation agreement.
(f) Compensation Committee Interlocks and Insider Participation
The Corporation established a Compensation Committee on November 10,
2003 to administer its executive compensation program. In April 2004, the Board
replaced the Compensation Committee with a Compensation, Corporate Governance
and Nominations Committee (the "Compensation and Nominating Committee") of the
Board. Prior to November 2003, the entire Board served as the Compensation
Committee of the Corporation. During the period prior to November 10, 2003, none
of the executive officers serving on the Board participated in the deliberations
or voting regarding his own salary, bonus or other aspects of compensation. The
Compensation and Nominating Committee consists of George Hartman (Chair), James
Golla and David King, each of whom is independent under Nasdaq's listing
standards applicable to such committee.
In addition to evaluating and approving employment contracts for key
employees throughout the year, the Board and the Compensation Committee formally
considered compensation issues four times during the 2003 fiscal year in
connection with the authorization of grants of options to purchase Common
Shares.
(g) Compensation Committee Report
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the United States Securities Act of 1933,
as amended (the "Securities Act"), or the Exchange Act, that incorporates by
reference, in whole or in part, subsequent filings including, without
limitation, this Information Circular and Proxy Statement, the Compensation
Committee Report and the Performance Graph set forth below shall not be deemed
to be incorporated by reference into any such filings.
As required by the proxy rules promulgated by the Securities and
Exchange Commission (the "SEC") and applicable Canadian securities laws, this
Compensation Committee Report describes the overall compensation goals and
policies applicable to the executive officers of the Corporation, including the
basis for determining the compensation of executive officers for the 2003 fiscal
year.
13
In determining the amount and composition of compensation for the
Corporation's executive officers, the Board is guided by several factors.
Because the Corporation has a small number of employees, compensation practices
are flexible in response to the needs and talents of the individual officer,
entrepreneurial, and geared toward rewarding contributions that enhance
shareholder value. In prior years, because the Corporation had no substantial
revenues from operations and needed capital for research and development, the
Corporation kept salaries and bonuses at levels that the Corporation believed
were lower than many of the Corporation's competitors and compensated employees
(including executive officers) primarily in the form of stock options. Going
forward, the Corporation intends to use a combination of more competitive, but
still generally below industry average, salaries, cash bonuses and stock options
to align the interest of the executive officers and other employees with the
long-term interests of the Corporation and to attract and retain talented
employees who can enhance the Corporation's value.
Compensation Components
Annual Base Salary. The Corporation's compensation of its executive
officers consists of three components: base salary, bonuses, and long-term
incentive awards in the form of stock options. The Board establishes base
salaries based primarily on its subjective judgment, taking into consideration
both qualitative and quantitative factors. Among the factors considered by the
Board are: (i) the qualifications and performance of each executive officer;
(ii) the performance of the Corporation as measured by such factors as progress
in product development and increased shareholder value; (iii) salaries provided
by other companies inside and outside the industry that are of a comparable size
and at a similar development stage, to the extent known; and (iv) the capital
position and needs of the Corporation. The Board does not assign any specific
weights to these factors in determining salaries. It does, however, try to keep
base salaries as low as possible, consistent with the needs and status of the
executive officers, in order to preserve capital for future growth and
development.
Incentive Bonuses. The Corporation may also compensate its executive
officers in the form of bonuses. In addition, the Corporation may pay bonuses to
other key employees in the future as a reward for significant and specific
achievements that have a significant impact on shareholder value. Because the
Corporation does not have a history of earnings per share, net income, or other
conventional data to use as a benchmark for determining the amount or existence
of bonus awards, the Board generally makes such determinations based on its
subjective evaluation of each individual's contribution to the Corporation. In
some cases, however, bonuses payable to individuals may be tied to specific
criteria identified at the time of engagement. In the 2003 fiscal year, the
Corporation's liquidity and overall financial position were substantially
improved and several customer contracts were signed which contained significant
revenue commitments. The Compensation Committee felt that these achievements
represented substantial progress toward the Corporation's goal of becoming
profitable and thereby warranted the granting of bonuses for executive officers.
The Compensation Committee approved fiscal year 2003 bonuses of $60,000 for Dr.
Long, $50,000 for Dr. Moerck, $40,000 for Mr. Ellsworth and $25,000 for Mr.
Dickinson.
Stock Options. As stated, in the past, the Corporation has relied
extensively on stock options to compensate executive officers and other key
employees. The 1996 Plan and the 1998 Plan are designed to give each option
holder an interest in preserving and maximizing shareholder value in the longer
term, to reward option holders for past performance and to give option holders
the incentive to remain with the Corporation long term. Individual grants are
determined on the basis of the Board's assessment of an individual's current and
expected future performance, level of responsibilities, and the importance of
his or her position with, and contribution to, the Corporation. In the 2003
14
fiscal year, the Board awarded options to purchase 50,000 Common Shares to Dr.
Moerck, 110,000 to Mr. Ellsworth and 110,000 Common Shares to Mr. Dickinson in
order to ensure that they have a continued interest in setting strategies and
making decisions that enhance shareholder value.
The foregoing is submitted by the Compensation and Nominating
Committee:
George Hartman, Chair
James Golla
David King
(h) Performance Graph
The following chart compares the total cumulative shareholder return
for U.S. $100 invested in the Common Shares with the total return of all shares
traded on the NASDAQ National Market and NASDAQ SmallCap Market (the "NASDAQ
Index") and the total return of shares included in the Standard & Poor's
Specialty Chemicals Index (the "S&P Specialty Chemicals Index").
GRAPH OMITTED, ILLUSTRATING THE FOLLOWING:
12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
-------- -------- -------- -------- --------
Altair Nanotechnologies Inc. 100 38 35 13 66
Nasdaq Index 100 60 48 33 49
S&P Specialty Chemicals Index 100 87 81 47 55
Audit Committee and Audit Committee Report
------------------------------------------
Audit Committee(1)
The Audit Committee of the Board of Directors ("Board") operates
pursuant to a written charter adopted by the Board. In April 2004 the Board
amended and restated the charter of the Audit Committee ("Committee"), a copy of
which is attached to this Information Circular as Appendix A and may be found on
the Altair Nanotechnologies, Inc. website, http://www.altairnano.com under the
heading "Investor Relations." A copy may also be obtained free of charge by
mailing a request in writing to: Secretary, Altair Nanotechnologies Inc. 204
Edison Way, Reno, Nevada 89502.
The Committee is comprised solely of non-employee directors, each of
whom has been determined by the Board to be independent under the requirements
of the NASDAQ listing standards. The Committee was comprised of James Golla,
George Hartman and Robert Sheldon during the period January 2003 through June
2003 and was comprised of Jon Bengtson, James Golla and George Hartman during
the period July 2003 through December 2003. If elected by the shareholders, Jon
Bengtson, George Hartman and Christopher Jones are expected to be members of the
Committee during 2004. The Committee met four times via conference call and once
in person during the fiscal year ended December 31, 2003.
The Board has determined in its business judgment that each member of
the Committee satisfies the requirements with respect to financial literacy set
forth in NASD Rule 4350(d)(2)(A)(iv); and the Board has determined than Jon
Bengtson, the Chair of the Committee, is an "audit committee financial expert"
as such term is defined in Item 401(h) of Regulation S-K promulgated by the SEC,
is independent under Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act and
is, as a result of his past employment experience in finance or accounting,
requisite professional certification in accounting or other comparable
experience or background, sophisticated with respect to financial matters.
15
The Committee's responsibility is to assist the Board in its oversight
of the (a) quality and integrity of the Corporation's financial reports, (b) the
independence and qualifications of the Corporation's independent auditor and (c)
the compliance by the Corporation with legal and regulatory requirements.
Management of the Corporation has the responsibility for the Corporation's
financial statements as well as the Corporation's financial reporting process,
principles and internal controls. The Corporation's independent auditors are
responsible for performing an audit of the Corporation's financial statements
and expressing an opinion as to the conformity of such financial statements with
generally accepted accounting principles.
Audit Committee Report
In this context, the Committee has reviewed and discussed the audited
financial statements of the Corporation as of and for the year ended December
31, 2003 with management and the independent auditors. The Committee has
discussed with the independent auditors the matters required to be discussed by
Statement on auditing Standards No. 61 (Communication with Audit Committees), as
currently in effect. In addition, the Committee has received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), as currently in effect, and it has discussed with the independent
auditors their independence from the Corporation.
The Committee has also considered whether the independent auditor's
provision of non-audit services to the Corporation is compatible with
maintaining the auditors' independence.
The members of the Committee are not engaged in the accounting or
auditing profession and, consequently, are not experts in matters involving
auditing or accounting including in respect of auditor independence. As such, it
is not the duty of the Committee to plan or conduct audits or to determine that
the Corporation's financial statements fairly present the Corporation's
financial position and results of operation and are in accordance with generally
accepted accounting principles and applicable laws and regulations. Each member
of the Committee is entitled to rely on (i) the integrity of those persons
within the Corporation and of the professionals and experts (such as the
independent auditor) from which the Committee receives information, (ii) the
accuracy of the financial and other information provided to the Committee by
such persons, professionals or experts absent actual knowledge to the contrary
and (iii) representations made by management or the independent auditors as to
any information technology services of the type described in Rule 2-01(c)(4)(ii)
of Regulation S-X and other non audit services provided by the independent
auditor to the Corporation.
Based on the reports and discussions described above, the Committee
recommended to the Board that the audited financial statements be included in
the Corporation's Annual Report on form 10-K for the year ended December 31,
2003, for filing with the SEC.
AUDIT COMMITTEE
Jon Bengtson
James Golla
George Hartman
April 27, 2004
-----------------------------
(1) This section is not "soliciting material," is not deemed "filed"
with the Securities and Exchange Commission, and is not to be incorporated by
reference in any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, each as amended, regardless of date or any
other general incorporation language in such filing.
16
Report On Repricing Of Stock Options
------------------------------------
On September 4, 2003, the Board authorized the repricing of existing
options held by certain employees, including outstanding options held by Douglas
Ellsworth, Senior Vice President of the Corporation and Bruce Sabacky, Vice
President of Altair Nanomaterials, Inc.. The Board, in consideration of the
decline in trading price of the Corporation's Common Shares since the original
options were granted, desired to continue to provide sufficient incentive for
the option holders to remain employees of the Corporation. Accordingly, the
Board reduced the exercise price of the options to a price nearer the
then-current market price of the Common Shares. The foregoing is submitted by
the Board of directors, which acted as Compensation Committee at the time of the
repricing:
William P. Long
Jon Bengtson
James Golla
George Hartman
Rudi Moerck
David King
The following table provides information related to any options held by
executive officers of the Company or its consolidated subsidiaries that have
been repriced during the prior 10 completed fiscal years of the Company:
--------------------------------------------------------------------------------------------------------
Number of Length of
Securities Market Price Exercise Original Option
Underlying of Stock at Price at Term Remaining
Options/SARs Time of Time of New at Date of
Repriced or Repricing or Repricing or Exercise Repricing or
Amended Amendment Amendment Price Amendment
Name and Position Date (#) ($) ($) ($) (Years)
--------------------------------------------------------------------------------------------------------
Edward Dickinson May 6, 2002 45,000 $0.89 $3.06 $1.20 3.8
(Chief Financial
Officer and
Secretary)
--------------------------------------------------------------------------------------------------------
Douglas Ellsworth May 6, 2002 15,000 $0.89 $2.25 $1.20 4.2
(Sr. Vice President)
--------------------------------------------------------------------------------------------------------
Douglas Ellsworth September 4, 2003 60,000 $1.06 $2.00 $1.06 2.3
(Sr. Vice President)
--------------------------------------------------------------------------------------------------------
Bruce J. Sabacky September 4, 2003 50,000 $1.06 $2.00 $1.06 2.3
(Employee)
--------------------------------------------------------------------------------------------------------
Meetings of Directors
---------------------
During the fiscal year ended December 31, 2003, the Board held two
meetings in person and two via conference call. All directors attended both
meetings and all directors participated in both conference calls. In addition,
the Board considered and acted on various matters throughout the year by
executing twenty-nine consent resolutions by unanimous written consent.
17
Nominating Committee
--------------------
The purpose of the Compensation and Nominating Committee is (i) to
discharge the Board's responsibilities relating to compensation of the Company's
executives and, if needed, to produce an annual report on executive compensation
for inclusion in the Company's proxy statement, in accordance with the rules and
regulations of the SEC and (ii) to recommend to the Board the slate of director
nominees for election to the Company's Board of Directors, individuals to fill
vacancies occurring between annual meetings of stockholders, and individuals for
nomination as members of the standing committees of the Board and (iii) to
develop and recommend to the Board a set of corporate governance principles
applicable to the Company.
In identifying nominees for directors, the Compensation and Nominating
Committee takes into consideration such factors as it deems appropriate. These
factors may include judgment, skill, diversity, experience with businesses and
other organizations of comparable size, relationship of work experience and
education to the current and proposed lines of business of the Corporation, the
interplay of the candidate's experience with the experience of other Board
members, and the extent to which the candidate would be a desirable addition to
the Board and any committees of the Board and the extent to which the candidate
satisfies any objective requirements (such as residence, independence or
expertise requirements) applicable to the Board or any committees of the Board.
The Compensation and Nominating Committee considers candidates submitted by
shareholders in accordance with the policies set forth in the most recent proxy
statement delivered to shareholders and may, but is not be required to, consider
candidates proposed by management.
The Corporate Governance and Nominating Committee was formed in 2004 and
did not meet during 2003. The members of the Corporate Governance and Nominating
Committee are George Hartman (Chair), James Golla and David King, each of whom
are independent under Nasdaq's listing standards. The charter governing
operations of the Corporate Governance and Nominating Committee was adopted in
April 2004 and is available at our website at www.altairnano.com under "Investor
Relations."
Shareholder Suggestions for Nominees and Communications with the Board of
Directors
The Board will consider director candidates recommended by shareholders.
Such recommendations should include the name, age, address, telephone number,
principal occupation or employment, background and qualifications of the nominee
and the name, address, telephone number and number of Common Shares owned of the
shareholder making the recommendation and should be sent to the Secretary of the
Corporation at the address first set forth above. Candidates submitted by
shareholders in accordance with the policies set forth in the most recent proxy
statement delivered to shareholders are considered under the same standards as
nominees recommended by other persons.
Shareholders may send communications to the Board or to specified
individual directors by mailing such communications to the Secretary of the
Company at the address of the Corporation first set forth above and indicating
that such communications are for the Board or specified individual directors, as
appropriate.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Exchange Act requires the Corporation's officers and
directors to file reports concerning their ownership of Common Shares with the
SEC and to furnish the Corporation with copies of such reports. Based solely
18
upon the Corporation's review of the reports required by Section 16 and
amendments thereto furnished to the Corporation, the Corporation believes that
all reports required to be filed pursuant to Section 16(a) of the Exchange Act
during 2003, were filed with the SEC on a timely basis except as follows: (a) A
Form 4 related to a transaction occurring on November 28, 2003 for Robert
Sheldon, a Director who resigned from the Board on February 16, 2004, was due on
December 2, 2003 but was filed on December 10, 2003; (b) a Form 3 for Douglas
Tullio, a Vice President, was due on January 19, 2004, but was filed on January
20, 2004; and (c) a Form 3 for David King, a Director, was due on February 26,
2004 but was filed on March 29, 2004.
Code of Ethics and Code of Conduct
----------------------------------
The Corporation has adopted the Code of Ethics for Senior Executive,
Financial Officers and Members of the Management Executive Committee (the "Code
of Ethics"), which constitutes a code of ethics that applies to the principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, as defined in Item 406 of
Regulation S-K under the Securities Exchange Act of 1934. We intend to post the
Code of Ethics and any amendments to or waivers from our Code of Ethics on our
website at www.altairnano.com under "Investor Relations."
The Corporation has adopted the Altair Nanotechnologies Inc. Code of
Conduct (the "Code of Conduct"), which constitutes a code of conduct applicable
to all officers, directors and employees that complies with Nasdaq Rule 4350(n).
We intend to post the Code of Conduct on our website at www.altairnano.com under
"Investor Relations."
Certain Relationships and Related Transactions
----------------------------------------------
In March 2003 we sold 1,750,000 common shares and 1,750,000 Series 2003B
warrants in exchange for aggregate consideration of $595,000 in a private
placement to Toyota On Western, Inc., which, together with its owner and
President Louis Schnur, beneficially owns approximately 9.9% of the outstanding
Common Shares. The warrants have an exercise price of $1.00 per share and expire
in March 2008.
In May 2003 we sold 241,203 common shares and 120,602 Series 2003A warrants
in exchange for aggregate consideration of $89,004 in a private placement to
Louis Schnur, who beneficially owns approximately 9.9% of the outstanding Common
Shares. The warrants have an exercise price of $1.00 per share and expire in May
2008.
In June 2003, we repriced warrants for 796,331 Common Shares held by Louis
Schnur, who beneficially owns approximately 9.9% of the outstanding Common
Shares. Of the total warrants repriced, 500,000 were originally issued with an
exercise price of $2.50 per share and 296,331 were originally issued with an
exercise price of $3.50 per share. All such warrants were repriced to $1.00 per
share in order to generate working capital.
Vote Required
-------------
In connection with the election of directors, the six nominees receiving
the highest number of votes will be elected.
19
PROPOSAL NO. 2 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
Ratification of the appointment by the Board of Deloitte & Touche LLP as
the independent public accountants for the Company for the fiscal year ending
December 31, 2004, and authorization of the Board to set their remuneration, is
to be voted upon at the Meeting. Representatives of Deloitte & Touche LLP are
expected to be present at the Meeting and to be available to answer questions
but are not expected to make a statement.
Audit Fees. During the fiscal years ended December 31, 2002 and 2003, the
aggregate fees billed by Deloitte & Touche for the audit of the Company's
financial statements for such fiscal years, for the reviews of the Company's
interim financial statements and for the review of SEC registration statements
were $107,977 in 2002 and $93,533 in 2003.
Audit-Related Fees. During the fiscal years ended December 31, 2002 and 2003,
Deloitte & Touche did not bill the Company for assurance and related services
related to the performance of the audit or review beyond the fees disclosed
under "Audit Fees" above.
Tax Fees. During the fiscal years ended December 31, 2002 and 2003, the
Corporation did not pay to Deloitte & Touche any fees for tax compliance, advice
and planning.
All Other Fees. During the fiscal years ended December 31, 2002 and 2003, the
Corporation did not pay Deloitte & Touche any other fees not reported above.
Audit Committee Pre-Approval Policy. The Audit Committee pre-approves the
services provided to the Corporation by Deloitte & Touche in connection with the
audit of the Corporation's annual financial statements, the review of the
Corporation's quarterly financial statements and tax preparation and
consultation. If management proposes to engage Deloitte & Touche for other audit
or permitted non-audit services, the Audit Committee pre-approves these services
on a case-by-case basis. The Audit Committee approved all the services provided
to the Corporation by Deloitte & Touche described above.
Vote Required and Recommendation of the Board of Directors
----------------------------------------------------------
The affirmative vote of a majority of the votes cast on this proposal
shall constitute ratification of the appointment of Deloitte & Touche LLP.
The Board recommends a vote FOR ratification of the appointment of
Deloitte & Touche LLP as independent public accountants for the fiscal year
ending December 31, 2004 and authorization of the board of directors to set
their remuneration.
PROPOSAL NO. 3 - SHAREHOLDER PROPOSAL
Pursuant to Rule 14a-8 ("Rule 14a-8") under the Securities Exchange Act
of 1934, as amended, Louis Schnur, a shareholder of the Corporation, has
submitted to the Corporation the proposal set forth under the subheading
"Proposal" in the following paragraph (the "Shareholder Proposal") and requested
that the Corporation include the Shareholder Proposal on the agenda for the
Meeting.
20
The Shareholder Proposal and Supporting Statement
--------------------------------------------------
The Shareholder Proposal and supporting statement submitted by Mr.
Schnur are as follows:
Proposal
--------
That the Company (1) make a greater effort to identify and nominate
candidates for director who have meaningful knowledge and experience in
nanotechnology or high tech industries; and (2) issue a report
describing its efforts to identify and recruit director nominees who
have meaningful knowledge and experience in nanotechnology or high tech
industries, its criteria for board qualifications, and the process of
selecting board candidates and committee members.
Supporting Statement
--------------------
Within recent periods, the Company has dramatically altered its
business focus from mining to development of nanotechnologies. Given
this changes, the Company should make an effort to recruit directors
with knowledge and experience in nanotechnology and high tech
industries. Shareholder value should be better served by having these
changes made.
In the interest of shareholder value vote yes.
Certain Information Regarding Mr. Schnur
----------------------------------------
Mr. Schnur's address is 6941 South Western Avenue, Chicago, Illinois
60636. According to a Schedule 13D dated April 7, 2004 filed by Mr. Schnur with
the SEC, at the time of such filing, Mr. Schnur and affiliated entities held
2,139,829 issued and outstanding Common Shares and, in addition, held warrants
to purchase 3,110,022 Common Shares.
Recommendation of the Board of Directors and Reasons For the Recommendation
----------------------------------------------------------------------------
The Board of Directors recommends that you vote AGAINST the Shareholder
Proposal for the following reasons:
o The Board, and nominees of the Board, already include three
directors with meaningful knowledge and experience in
nanotechnology, and the Board has included industry-related
experience among its preferred criteria in connection with its
search for a new Chairman. David King has a strong research
background at the National Institute of Standards and Technology
in work related to energy transfer and chemical reactions at the
nano-scale and was a federal funding program manager in the U.S.
Department of Commerce Advanced Technology with responsibility in
nanotechnology related areas. Mr. Jones has been vice President of
Manufacturing and Engineering at Behr Process Corporation, where
he is responsible for the construction and operations of all
coating plant operations for the larger DIY architectural coatings
company in North America and Mr. Moerck has held various
leadership positions with responsibility related to chemical and
pharmaceuticals development and production. All three such
directors hold doctorates in fields related to nanotechnology.
21
o The Shareholder Proposal fails to recognize the importance of
including on the Board of Directors persons with skills in areas
such as accounting, finance, management, government relations,
operations, and commercialization of technology that are important
to direction of the Corporation and essential in order to keep the
Corporation in compliance with SEC, Nasdaq and Canadian rules. For
example, governing rules require that the Corporation have an
audit committee composed of at least three persons, each of whom
must be able to read and understand fundamental financial
statements A focus solely on recruiting directors with
nanotechnology or high tech experience may interfere with the
financial oversight functions of the Board of Directors and its
committees.
o The Shareholder Proposal fails to address the breadth of
industry-specific skills that may be appropriate for the board of
directors of a nanotechnology company. As the Corporation develops
products with applications in pharmaceuticals, metals, pigment
production and other industries, having directors with specific
knowledge and experience in those industries would be desirable.
Such directors would not, however, satisfy the narrow industry
focus of the Shareholder Proposal.
o The report required by the Shareholder Proposal would be
cumbersome, costly and increase the administrative burden on the
Corporation without providing significant value or information to
shareholders.
o The Shareholder Proposal does not include a sunset provision or
another indication as to when, if ever, the Corporation's
obligation to make a "greater effort" to identify and nominate
directors with nanotechnology knowledge and experience ceases.
Vote Required
-------------
The affirmative vote of a majority of the votes cast on the Shareholder
Proposal shall constitute approval of the Shareholder Proposal.
Reservation of Right to Withdraw
--------------------------------
The Corporation is including the Shareholder Proposal in this
Information Statement and on the agenda of the Meeting at the request of Mr.
Schnur in accordance Rule 14a-8. The Corporation reserves the right to withdraw
the Shareholder Proposal at any time prior to its consideration at the Meeting
(a) at the request of Mr. Schnur, or (b) if Mr. Schnur fails to satisfy any of
the requirements of Rule 14a-8, including, without limitation, the requirement
that he or his representative personally appear at the Meeting in order to
present the Shareholder Proposal.
OTHER MATTERS
Proposals of Shareholders
-------------------------
Pursuant to rules adopted by the SEC, if a shareholder intends to
propose any matter for a vote at the Meeting but failed to notify the
Corporation of such intention prior to April 4, 2004, then a proxy solicited by
the Board may be voted on such matter in the discretion of the proxy holder,
without discussion of the matter in the proxy statement soliciting such proxy
and without such matter appearing as a separate item on the proxy card.
22
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 2005,
proposals which shareholders intend to present at such annual meeting must be
received by the corporate secretary of the Corporation, at the Corporation's
principal business office, 204 Edison Way, Reno, Nevada 89502, no later than
January 22, 2005. If a shareholder intends to propose any matter for a vote at
the Corporation's annual meeting of shareholders to be held in the 2005 calendar
year, but fails to notify the Corporation of such intention prior to April 4,
2005, then a proxy solicited by the Board may be voted on such matter in the
discretion of the proxy holder, without discussion of the matter in the proxy
statement soliciting such proxy and without such matter appearing as a separate
item on the proxy card.
Undertakings
------------
Upon written or oral request, the Corporation will provide, without
charge, to each person to whom a copy of this Information Circular has been
delivered, a copy of the Corporation's Annual Report on Form 10-K for the year
ended December 31, 2003 filed with the SEC (other than the exhibits except as
expressly requested). Requests should be directed to Edward Dickinson, Chief
Financial Officer, at 204 Edison Way, Reno, Nevada, 89502, U.S.A., or at the
following telephone number: (775) 858-3750.
* * * * * * * * *
The contents and sending of this Information Circular have been
approved by the directors of the Corporation.
DATED as of the 29th day of April, 2004.
ALTAIR NANOTECHNOLOGIES INC.
/s/ Rudi E. Moerck
----------------------------
Rudi E. Moerck, President
23
Appendix A
to
Proxy Statement
Audit Committee Charter
[see attached]
24
ALTAIR NANOTECHNOLOGIES INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
April 26, 2004
I. COMPOSITION AND POLICIES
One committee of the Board of Directors of Altair Nanotechnologies Inc.
(the "Company") will be known as the Audit Committee. The primary function of
the Audit Committee is to assist the Board in fulfilling its oversight
responsibilities by reviewing the financial information that will be provided to
the shareholders of the Company and others and to oversee the Company's policies
related to ethics, conflicts of interests and related matters. The following are
the primary operating policies of the Audit Committee.
o The Audit Committee shall be composed of three or more outside and
independent members of the Board of Directors and shall elect a Chairperson
from among their members to serve in that capacity until a new Chairperson
is elected. Members of the Audit Committee shall be appointed and removed
by action of the Board of Directors. All Audit Committee members shall be
"independent" of management and the Company with "independence" being
determined with reference to independence requirements applicable to audit
committee members contained in the Securities Exchange Act of 1934, as
amended, rules promulgated thereunder and current NASD listing standards.
All Audit Committee members shall be financially literate, or shall be able
to become so literate in a reasonable amount of time after becoming a
members of the Audit Committee. Financial literacy, at a minimum, includes
the ability to read the Company's balance sheet, income statement, and cash
flow statement.
o At least one member shall have past employment experience in finance or
accounting, requisite professional certification in accounting, or any
other comparable experience or background which results in the individual's
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.
o The Audit Committee shall hold such meetings as deemed necessary but shall
meet a minimum of once per calendar year. Minutes of all Audit Committee
meetings shall be taken and approved at subsequent meeting.
o Upon the request of the Company's independent auditors, the Chairperson of
the Audit Committee shall convene a meeting of the Audit Committee to
consider any matters such auditors believe should be brought to the
attention of the Audit Committee, the Board of Directors or stockholders of
the Company.
o The Audit Committee has the authority to direct and supervise an
investigation into any matter, including the authority to retain outside
counsel or other professional services. The independent auditors are
accountable to the Audit Committee, and the Audit Committee shall, upon
consulting with the Board of Directors and subject to stockholder approval,
have the ultimate power to hire or remove the independent auditors.
o The Audit Committee must report its actions to the full board of directors
and may make appropriate recommendations regarding systems of internal
financial controls and audit procedures.
25
II. FUNCTIONS AND DUTIES
The Audit Committee is charged with the responsibility for:
1. Reviewing with management and the independent auditors the annual
financial statements to be included in the annual report (Form 10-K)
filed with the Securities and Exchange Commission, including their
judgments about the quality and acceptability of accounting principles,
the reasonableness of significant judgments, and the clarity of the
related disclosures. Also, the Audit Committee shall discuss the result
of the annual audit and any other matters required to be communicated
to the Audit Committee by the independent auditors under generally
accepted auditing standards;
2. Selecting, upon consultation with the Board of Directors and subject to
stockholders' approval, the Company's independent auditors and
compensating and overseeing the work of those independent auditors
(including resolving any disagreements between management and the
independent auditors regarding financial reporting). In addition, the
Audit Committee shall consider and pre-approve on a service-by-service
basis all audit and non-audit services provided by the independent
auditors to the Company.
3. Review and approve all transactions between the Company or any of its
consolidated subsidiaries and officers, directors, affiliates of the
Company and affiliates of such persons and any other transaction that
the Company would be required to disclose pursuant to Securities and
Exchange Commission Regulation S-K, Item 404.
4. Obtaining from the independent auditors a written statement outlining
their relationships with the Company pursuant to Independence Standard
Board Standard No. 1 (attached hereto) and actively engaging in a
dialogue with the independent auditors regarding matters that might
reasonably be expected to affect their independence with the Company;
5. Confirming the independence of the independent auditors;
6. Establishing procedures for:
(1) The receipt, retention, and treatment of complaints received by
the Company regarding accounting, internal accounting controls, or
auditing matters; and
(2) The confidential, anonymous submission by employees of the Company
of concerns regarding questionable accounting or auditing matters;
7. Reviewing annually the combined audit plans of the independent auditors
and internal auditors;
8. Meeting with the independent auditors at the completion of their annual
examination to review their evaluation of the financial reporting and
internal controls of the Company and any changes required in the
originally planned audit program;
9. Meeting with the internal auditors on an ongoing basis to review;
(1) Audit results;
(2) Reports on exposures/controls, irregularities and control
failures;
(3) The disposition of recommendations for improvements in internal
controls made by internal and external auditors; and
(4) Any changes required in the originally planned audit program.
26
10. Reviewing the reports of examinations by regulatory authorities related
to financial matters;
11. Monitoring the Company's policies and procedures for the review of
expenses and perquisites of selected members of senior management;
12. Overseeing the monitoring of the Company's Code of Ethics for Senior
Executives, Financial Officers and Members of the Management Executive
Committee and its and Code of Conduct;
13. Performing any special review, investigations or oversight
responsibilities required by the Board of Directors or its Chairperson;
14. Reporting at least once annually to the Board of Directors on the
results of the activities of the Audit Committee, as well as reporting
to shareholders as required in annual meeting proxies;
15. Considering comments by the independent auditors suggesting
improvements in internal accounting controls and the response by
management to such comments;
16. Reviewing this Charter at least annually to re-assess its adequacy and
update its provisions to comply with any changes in NASD listing
standards, SEC law, any other mandatory requirement, or with current
"best practices" standards within the financial reporting industry; and
17. Performing any other task or duty necessary to comply with the law, the
Company's bylaws, or other responsibilities given to the audit
Committee by the full board of directors.
III. AUTHORITY OF THE AUDIT COMMITTEE
The Audit Committee shall have all authority necessary to accomplish
the duties enumerated in this charter, including duties that are incident to the
duties described herein. The Audit Committee has the authority to consult with
internal or outside legal or other professional counsel to obtain an opinion on
any accounting practice, legal standard, or other question that arises within
the scope of performing Audit Committee duties. Appropriate funding, as
determined by the Audit Committee, shall be provided to the Audit Committee in
order to allow it to complete its duties under this charter, including for
payment of, but not limited to, compensation to the Company's independent
auditors, ordinary administrative expenses of the Audit Committee necessary or
appropriate to carrying out its duties and/or compensation for any other
professional services or consultation it requires. The Audit Committee is
authorized to review all books and records of the Company and to consult with
all employees of the Company.
Amended and Restated by unanimous consent of the Board of directors of
Altair Nanotechnologies Inc. on the 26th day of April, 2004.
/s/ Edward Dickinson
--------------------------------
Secretary of the Company
27
PROXY
Altair Nanotechnologies Inc.
Annual and Special Meeting Of Shareholders
June 24, 2004
This Proxy Is Solicited By The Board of Directors Of
Altair Nanotechnologies Inc.
The undersigned shareholder of Altair Nanotechnologies Inc. (the
"Corporation") hereby nominates, constitutes and appoints Rudi E. Moerck,
President and director, or failing him, Edward Dickinson, Chief Financial
Officer, 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 24th day of June, 2004 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 all
nominees of the Board of Directors, in favour of the proposals in respect of the
appointment of auditors and against the Shareholder Proposal.
This proxy also confers discretionary authority to vote in respect of
any amendments or variations to the matters identified in the Notice of Meeting,
matters incident to the conduct of the Meeting and any other matter which may
properly come before the Meeting about which the Corporation did not have notice
as of the date the definitive Information Circular and Proxy Statement of the
Corporation was filed with the SEC and in such manner as such nominee in his
judgement may determine.
A shareholder has the right to appoint a person to attend and act for
him and on his behalf at the Meeting other than the persons designated in this
form of proxy. Such right may be exercised by filling the name of such person in
the blank space provided and striking out the names of management's nominees, or
by completing another proper form of proxy and, in either case, depositing the
proxy as instructed below.
To be valid, this proxy must be received by the transfer agent at 120
Adelaide Street West, Suite 420, Toronto, Ontario M5H 4C3, Canada not later than
48 hours (excluding Saturdays and holidays) before the time of holding the
Meeting or adjournment thereof, or delivered to the chairman on the day of the
Meeting or adjournment thereof.
The nominees are directed to vote the shares represented by this proxy as
follows:
28
1. ELECTION OF DIRECTORS, each to serve until the next annual meeting of
shareholders of the Corporation and until their respective successor shall have
been duly elected and shall qualify:
[ ] FOR all nominees listed below (except as marked to the contrary).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Christopher E. Jones James I. Golla Jon N. Bengtson
George E. Hartman Rudi E. Moerck David S. King
[See Reverse Side]
2. Proposal in respect to the appointment of Deloitte & Touche LLP as
independent auditors of the Corporation for the fiscal year ending December 31,
2004 and to authorize the board of directors to fix their remuneration.
[ ] FOR [ ] AGAINST [ ] WITHHOLD
3. The Shareholder Proposal submitted by Louis Schnur regarding the director
nomination process.
[ ] FOR [ ] AGAINST [ ] WITHHOLD
4. At the nominee's discretion upon any amendments or variations to matters
specified in the notice of the Meeting, matters incident to the conduct of the
Meeting, and upon any other matters as may properly come before the Meeting or
any adjournments thereof about which the Corporation did not have notice as of
the date the definitive Information Circular and Proxy Statement was filed with
the SEC.
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 IN FAVOR OF ALL
NOMINEES OF THE BOARD OF DIRECTOR, IN FAVOUR OF THE PROPOSAL IN RESPECT OF THE
APPOINTMENT OF AUDITORS AND AGAINST THE SHAREHOLDER PROPOSAL, ALL OF WHICH ARE
SET FORTH IN THE ACCOMPANYING CIRCULAR, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED.
This proxy revokes and supersedes all proxies of earlier date.
DATED this ____ day of ________________ , 2004.
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.
29
ALTAIR NANOTECHNOLOGIES INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting (the
"Meeting") of the shareholders of Altair Nanotechnologies Inc. (the
"Corporation") will be held at the Reno Hilton, 2500 E. 2nd Street, Reno, Nevada
89502, Thursday, the 24th day of June 2004, at the hour of 10:00 o'clock in the
morning (Pacific time) for the following purposes:
(1) To receive the audited financial statements of the Corporation for the
twelve months ended December 31, 2003, together with the report of the
auditors thereon;
(2) To elect directors;
(3) To appoint auditors and to authorize the directors to fix their
remuneration;
(4) To consider and vote upon the Shareholder Proposal submitted by Louis
Schnur regarding the director nomination process; 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
Circular, the annual report to shareholders of the Corporation containing the
audited consolidated financial statements of the Corporation for the fiscal year
ended December 31, 2003, 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 ____ day of May, 2004.
BY: ORDER OF THE BOARD
(Sgd.) Rudi E. Moerck
--------------------------
President
30