SCHEDULE 14A INFORMATION

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ITRONICS INC.

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(Name of Registrant as Specified In Its Charter)

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Dear Shareholder:

Enclosed is Itronics' 19992000 Annual Report on Form 10-KSB. Also enclosed is the Proxy Statement and Form inviting you to the Annual Meeting to be held on November 9, 2000December 5, 2001 at 10:00 A.M. Pacific Standard Time at the Atlantis Casino Resort - Reno, Sparks Convention & Visitors Authority Center, 45903800 South Virginia Street, in Meeting Room E, Reno, Nevada in North Meeting Room B-3.89502. It is our hope that you will attend the meeting and vote your proxy on the re-election of the Company's Directors.

We are planning a 5:0030 P.M. reception and presentation aboutat which an award will be presented to Itronics atfor being selected as one of the Reno Hilton.five finalists for the prestigious Kirkpatrick Chemical Engineering Achievement Award. The award is issued every two years to the most noteworthy chemical engineering technology in the world. Those of you who attend the shareholder’s meeting are cordially invited to join us at the reception.

I believe that our Company continues to make significant progress in its development and has a bright future ahead. Some of the milestones achieved over the last year include the following:

- The Company has continued its corporate marketing program, with impressivepositive results. For the twelve months from October 1, 19992000 through September 30, 2000, 35.52001, 31.5 million shares had traded, compared to 24.835.5 million shares for the twelve months ended September 30, 1999.2000. The share price increaseddecreased from the $0.50 range on September 30, 19992000 to a highlow of $2.01$0.085 in Februarymid September, 2001 and has since declinedincreased to the $0.50$0.20 range. The number of shareholders has been substantially increased from 3,077stabilized at about 5,800 for the 1999 annual meeting to an estimated 5,480 for the 20002001 annual meeting.

- Itronics' market capitalization, at $12.3 million, at September 30, 2000 was2001 is about the same as1/3 of what it was a year ago at $35 million. The active trading in Itronics shares and the run up in share price that occurred again produced significant benefits for Itronics shareholders in advancing the company and its businesses by making it possible to secure additional financing.ago. While the recent price decline over the past year has been a big disappointment for all of us, all of the major and minor stock markets have declined rather sharply this year with many large profitable companies experiencing share price declines that are even sharpergreater in percentage terms than ours.

- Between October 1 of 19992000 through September 30, 20002001 the Company has raised approximately $4.1$1.8 million by completing the 1999 private placement, ausing various financing instruments including convertible debt, offering, and obtaining warrant exercises. About $2.1 million ofexercises, acquiring a first trust deed loan on the cashStead plant, equipment leases, and private equity placed under the Swartz Private Equity Line Agreement. The funds raised hashave been used to complete constructioncontinue developing the market for Gold’n Gro fertilizers, to support on-going operations, and to install new equipment.

- Financial market conditions since the first of this year have precluded access to a significant portion of the new manufacturing facility; to purchase and install a computer system and software$15 million Schwartz Private Equity Line commitment that is now being used to support and facilitate business growth; to launch a marketing andwas announced in early September 2000.

- Gold’n Gro branding process with a national advertising agency; andfertilizer sales have expanded again in 2001, but not at the rate that was expected. We have made changes this year that are designed to make modest strategic investments in two small public companies.

-       In early September we announced a financial commitment by a major institutional investor to privately place up to $15 million in equity capital overexpand the next three years.

-       In 2000 allrate of introduction of the Gold’n Gro labelsproducts into the Turf & Ornamental and Specialty Agriculture markets.

- Early in the first quarter we brought in two experienced fertilizer sales representatives and introduced them to our distribution network in California. Marketing was initiated in Hawaii and the company received its first sales order there. Efforts to establish sales with Intermountain Farmers in southern Nevada and Utah were convertedcontinued.

Letter to Shareholders

November 9, 2001

Page 2

- The fertilizer industry in the United States is in its fourth year of contraction and all of the producers are under pressure to sell products into the markets that are still viable. Due to this pressure, major retailers of dry fertilizer products increased their focus on the Turf and Ornamental and Specialty Agricultural markets and instituted pricing policies designed to maximize their market share. This contracting and increasingly competitive market has slowed the introduction of the Gold’n Gro products and made the process much more difficult. Even so, significant progress was made this year and tank truck orders were being received by theReno processing plant in October. Shipping truckloads of Gold’n Gro products is a milestone achievement. The fact that this has occurred after the main fertilizer season is over and is providing a boost to fall sales is very exciting.

- This year field trials were continued. Results are demonstrating that the Gold’n Gro products will provide both agronomic and economic benefits in the "specialty agricultural" markets. These markets include vegetables, cut flowers, herbs and spices, and fruits and nuts of all types. These crops are relatively high value compared to field grains such as corn, wheat, and soybeans.

- Most of the field trials on alfalfa have been completed. Measured increases in production ranged from 17 percent to 100 percent. The Gold’n Gro fertilizer increases both output and quality on alfalfa that is already being fertilized by the grower, with greater increases on fields that are not fertilized or are sparingly fertilized. Although this market is very large, the value of the product in relation to the newincrease in output is lower than on most of the other crops being evaluated. Because of mixed fertilizer usage by the various alfalfa farmers, and because of relatively low crop value, the Company is concentrating its sales efforts and on-going customer development efforts on the higher value crops that have been identified.

- The method that we initially chose to introduce the products into the market place was to create crop specific nutrition programs and then introduce the product and the nutrition program to the prospective grower/customer. This approach did not produce a rapid entry into the market place, due in part to the fact that the established distribution and retail companies already have their own major nutrient blends and grower nutrition programs that they have taken years to develop. These companies are also accustomed to buying the individual bulk nutrients and blending them to make their own mixes. They purchase individual chelated and non-chelated micronutrient products and add them to the major nutrient blends. Sulfur is often purchased and applied separately when it is believed to be needed.

- This year we identified the potential for making some special blends of Gold’n Gro logowith the highest volume liquid products that are in use in the specialty agricultural markets. These Gold’n Gro blends will enhance existing fertilization programs to provide the agronomic benefits of Gold’n Gro without significantly changing standard grower fertilization practices. Work is proceeding with the development and introduction of these blends to our distribution network. Use of these blends will further expand the sales of Gold’n Gro products.

- This year we identified the need for three new products. Two are chloride free products that can be used in the nursery market and one is a zinc micronutrient that is usable for all crops. One of the nursery products is a plant starter that enhances root growth, the other is a product that provides balanced root growth and top growth once the seed has sprouted or the cutting has rooted. Both of these products are expected to have wide usage for establishing the growth of young plants. The Gold’n Gro zinc micronutrient is expected to be a replacement for some of the chelated zinc formulas presently in use by our distribution network. As such, its introduction is expected to be rapid. It is also now being sold in truck load volumes. Its use should lead to greater use of the other Gold’n Gro products.

- In 2001 work on the Gold’n Gro labels continued as they are being revised and expanded. We also added 53 new products, bringing the number of retail products to 1316 and the total number of commercial products to 15.18. New labels and MSDS sheets for the 5 new products were completed. Revision of all of the labels and MSDS (Material Safety Data Sheets) sheets was a major project that took more than 6 months to complete.

-       In 2000 we have continued to evaluate our Gold’n Gro marketing strategy and have developed an improved understanding of the commercial structure of the retail fertilizer markets. The nationwide fertilizer market is divided into two major categories: (1) Home Lawn and Garden and (2) Professional. The Professional market is further divided into several segments, but the segments are not consistently defined within the industry. The segments include Turf & Ornamental, Specialty

Letter to Shareholders

October 20, 2000November 9, 2001

Page 23

Ag, Field Grains, and Forage and Pasture Grasses. We

for the 3 new products are marketing our products into two segmentsbeing completed. Development of the Professional Market.3 new products was a major project which was started in March of this year and completed in September. These are: (1) Turf & Ornamental, with golf courses and nurseriesproducts are being major categories, and (2) Specialty Ag with citrus and wine grapes being major categories of interest. We are also going to be marketing to tree growers, and to alfalfa growers who produce feed for the dairy industry. Other potential markets include carrots and potatoes. Our objective is to identify large acreage relatively high value crops where our Gold’n Gro fertilizer products and injector systems can be used to enhance plant growth and/or crop output.described as "second generation".

- IMI is implementing its marketing strategy by developing and marketing "nutrition programs" for specific crops through Western Farm Services, Inc. which is an established Professional Market retailer and which is a major distributor of liquid fertilizer products in the western United States. This approach is consistent with established practice in the fertilizer industry. We are marketing our professional products directly to customers in northern Nevada, but are finding that this will not be practical or cost effective in southern Nevada due to costs of establishing the infrastructure needed for delivery of liquid fertilizer products. The Turf & Ornamental and Specialty Ag segments of the Professional Market are estimated to generate about $1 billion in sales annually in the United States.

-        A phase II Gold’n Gro marketing and sales program is being developed for the Home Lawn and Garden market. The entry costs for this market are many times larger than the entry costs for the professional markets. For example, it will be necessary for us to spend several hundred thousand dollars for labels and packaging materials just to get a starting product inventory for this market. To generate Gold’n Gro sales, onceLast year we have product on the shelves, will require a multi-million dollar investment in advertising. This market, as with the Professional Market, is large and mature with many existing suppliers. Fertilizer products are sold into this market through regional distribution companies which supply well known retailers such as Home Depot and Walmart. A major financial investment consisting of several million dollars and possibly several 10’s of millions of dollars will be required to get into this market in a meaningful way. The fertilizer segment of the Home Lawn and Garden market is large. Published estimates put the fertilizer sales in this market at about $8.3 billion annually in the United States

-        We developed and are now implementingimplemented a Gold’n Gro advertising program in the golf course and turf markets. The ads are being placed in industry specific media and are initially being targeted to the Nevada, California, Oregon, Washington and Hawaii markets. We are also preparing sales support materials that are specific to individual Gold’n Gro products. A new Gold’n Gro label has been developed, and new "consumer friendly" labels are being prepared. This work requires a major investment by the company and will be on-going. We are receiving very positive feed back from potential customers, from Western Farm Service,our distribution network, and from other professionals, about our emergingpackaging, the advertising campaign, and the supporting materials. The "marketing concept" that is emergingtheme" being presented is that we have "high quality" fertilizers that "work better", and are "cleaner" than existing products and the use of which contributes to a cleaner and greener environment. This is a very positive message for us and our customers.

- Gold’n Gro fertilizer sales have expanded in 2000, but not at the rates that were expected. We have been analyzing the reasons for this. It appears that uncertainties related to the start-up of the new plant in Stead were a factor, but it is now clear that the fertilizer industry continued to be under pressure due to reduced sales in the bulk agricultural markets that normally account for a large portion of revenues and profits for the major fertilizer distribution and sales companies. The fertilizer industry in the United States is in its third year of contraction and all of the producers are under pressure to sell products into the markets that are still viable. Due to this pressure, major retailers of dry fertilizer products have increased their focus on the Turf and Ornamental and Specialty Ag markets.

Letter to Shareholders

October 20, 2000

Page 3

-        IMI continued its development of a portable liquid fertilizer injector system which is used to fertilize fields and golf courses using the irrigation system, a process called "fertigation". The injector unit was field tested withused by several northern Nevada turf farm customers, a golf course, and an alfalfa grower. Modifications were made based on field use, and we now have a system that works very well for injecting the Gold’n Gro fertilizer products into grower irrigation systems. We are preparing a user manual and marketing materials to support sales development for these machines. Our plan is to include sales of the Gold’n Gro fertilizer injectors as part of our distribution agreement with Western Farm Service. We are also initiating an advertising program for this product in the golf course market.year.

- The University of California, Davis continued a test program to determine the effectiveness of 4 of the Gold'n Gro fertilizersfertilizer products on wine grapes. The program was expanded this year. The test started in mid-July this year due to illness of the professor in charge of the project, therefore the results are not available at this time. Most of the growth of grape vines occurs between mid-March and the end of June, so we missed the most critical part of the year for grapes.two trial locations. There are more than 750,000 acres of wine grapes in California, so the market potential is very good if the tests prove successful as expected.

-        We started a small field test on orange and lemon trees in May of this year. With foliar feeding only, the fertilizer applications on the orange trees produced a 40 percent increase in weight and juice content and a 12 percent increase in size of the oranges. The fertilized lemon trees set 54 percent more lemons than the unfertilized trees, however we won’t have results on size and weight until the first quarter of next year. The grower we are working with has agreed to continue the application program for another year.

- A large citrus grower in southern California agreed to cooperate with IMI in developing a complete nutrition program using Gold'n Gro products for citrus. This test will run for two or three years and was started earlier this month.years. We are using both fertigation and foliar fertilization to provide the nutrition to the trees. A faculty member from the University of California at Riverside,a major university, who is a nationally recognized expert in citrus nutrition, is working with IMI and the grower in conducting the program.

- In September theThe Company completed installation and implementation of an operating and information infrastructure system. Wesystem installed last year is now have a computer communication and information management system that allows us to haveproviding "real time" reporting on sales and inventoriesinventories. The "e-mail" system is operating well and which allows all of our employeesis making it easier to communicate with each other by "e-mail". This system is already demonstrating its usefulnesscustomers, suppliers, and having it will allow us to operate the business much more effectively as we move into the future.shareholders.

-        This year we entered into discussions with some acquisition candidates in the photo and x-ray service industries and in the retail fertilizer segment. However, no acquisitions have been concluded to date due to uncertainties relating to the on-going financing of the company.

- This year we did achievenot develop any new acquisition candidates. Two of the companies that we had discussions with last year are still of interest to us, but we have delayed further discussions until we get the Gold’n Gro fertilizer sales up to commercial levels. Although we put a 44great deal of effort into discussions with Verdant Brands, we were unable to reach a mutually satisfactory arrangement with Verdant’s bankers who had received all of Verdant’s assets as security for the loans Verdant had acquired. The bankers ended up liquidating Verdant’s assets piecemeal so that there was nothing left for the shareholders.

- This year IMI achieved a 31 percent increase in photochemical volumes and it appears that ourthe marketing efforts in this area are going to continue to produce desired increases in photochemical supplies.

- We began andiscontinued the advertising program for ourthe Silver Nevada Miner 5 ounce pure silver bars this year that was instrumental in maintaining ourbecause the returns were insufficient to cover the costs. We deferred further advertising for the silver sales. Next year this program should provide us with a measurable increase inbars until the silver sales.market improves.

- We experienced a major set backdiscontinued the road show broker/financial analyst meetings in the first quarter due to the need for refining and sales of our photo silver. On March 28 IMI was informed that Handy & Harman, our silver sales agent for several years andmanagement to focus full time on the largest silver refinerGold’n Gro fertilizer product introduction effort.

Letter to Shareholders

October 20, 2000November 9, 2001

Page 4

in the United States, was being put into Chapter 11 bankruptcy. The Handy & Harman situation created difficulties for us because we were not producing pure silver, but were producing an impure product tailored to fit into the Handy & Harman refining system. Due to this, I moved a development project that I planned to work on two years from now into high gear. We were able to perfect a procedure for producing pure silver and to make a sales agreement with another company. Our first shipment of silver was made to the new company in July and we received settlement in September. The silver shipped was high purity bullion and confirmed that our process does work as advertised. In September we installed a new larger furnace in the refinery and began making regular bullion shipments in October. While the Handy & Harman problems were a set back for us, we are ending the year with a new refining process that produces pure silver bullion and which also cuts our cost of refining and sales of silver by more than 50 percent. In future years this new process will provide significantly improved profitability for the silver recovery and refining segment of our business.

-        In February of this year we received the final operating permits for the new Stead manufacturing plant. We declared the plant fully operational at the end of March, and by the end of September we had enough operating experience to demonstrate that we are able to consistently meet the quality standards necessary under EPA rules. Heavy metal removal is actually more effective in the new plant than it was in the pilot plant.

-        In January we began presenting Itronics to investment managers and stock brokers at special meetings arranged for us by a Chicago based investor relations firm. These meetings allowed us to meet with investment managers in several key cities, including Chicago, New York, and Los Angeles. We plan to continue these presentations on a quarterly basis for the next several years.

-        In June I was selected as Nevada’s Inventor of the Year and I will become a member of the Nevada Inventors Hall of Fame at the University of Nevada Reno. This is quite an honor and reflects not only my efforts over many years, but also the teamwork and support of our employees and shareholders that has made all of this possible. We should all be proud that we are owners of a unique company which has developed and is now operating unique technology that cleans up a serious global environmental problem and produces a line of fertilizer products that work better than established fertilizer products.

In the photographic sector, digital technologies continue to developimprove and become more cost effective, but it is apparent that conventional film based photography is continuingwill continue to grow. Some of the new dot Com digital imaging companies are generating photographic waste due to the increasing use of silver halide based photographic paper for making high quality photographic prints. We expect thisDuring the past 12 months IMI added two of these companies as customers. This new source of liquid photographic waste is expected to grow rapidly over the next several years.

Our longer term view is that digital photography will increase in popularity, but will complement, rather than eliminate, film photography. Silver usage in the photographic industry is still increasing and sales of photo film and conventional cameras including the small returnable cameras is still increasing. Of the estimated 6 billion people in the world, the United States, Europe, and Japan account for roughly 10 percent. Most of the other 90% of the world's population cannot presently afford even the point and shoot returnable cameras that sell for $10 at the grocery check out stands here in the United States. However, we believe that as the global economy expands, there will be a growing percentage of the population in the mid-range of income that won't be able to afford digital technology, but will be able to afford, and will purchase, film technology. In fact, during the past two years China has become the world’s largest consumer of photographic film. Because of these factors, we are anticipating that the market will continue to expand.expand for the indefinite future.

The silver market has been weakerweakened in 2000,2001, which is counter to forecasts byconsistent with broader sharply declining market analysts.economic conditions, including a sharp reduction in U.S. consumer purchases of film. We are positioned to benefit if silver prices increase, but we are operating the business with the expectation that silver prices will remain at or near current depressed levels.

Letter to Shareholders

October 20, 2000

Page 5

This year we did somedeferred laboratory work related to the new thiomet process for recovering silver and gold from ore but due to depressed mining industry conditions, we are deferring major work on this project to future years.

Last year at the shareholder’s meeting I announced that we had identified a waste stream that has some chemical similarities to photochemicals and which might work as a supplement in our line of Gold’n Gro fertilizers. This year Whitney & Whitney, Inc. entered into a Pilot Program Contract with a generator of this material which provides usconditions. We did however, have the opportunity to evaluate the feasibility of using distillationapply our new refining process to concentrate itgold mine generated material. The process works well and to then process it for use as a fertilizer component. We have entered into a confidentiality agreement for this work and do not plan to announce results until the project is complete. Although we expect that it could take some time, possibly several years, to complete work on this material, we have already done enough work to learn that it appears chemically suited for use in some of our fertilizer formulations. Longer term, this material could become an important supplement to our business.produces high purity dore bullion.

The market for mining consulting services was flat during the year with three on-going projects and twoone new projectsindustrial project which is described in the photography field and for heavy metal removal problem solving in the plating industry.more detail below. Whitney & Whitney, Inc. has been developing and applying "state of the art" satellite photo interpretation techniques in the search for metal deposits, and in finding areas favorable for water development. A production well is now being drilled at a water development that are producing very positive resultsproject in the field.southern California directly as a result of this work. This success with application of advanced technologies is openingwill continue to open up new opportunities for Whitney & Whitney technical services.

In the third quarter of 2000 Whitney & Whitney, Inc. (WW) signed a Pilot Program Contract (Contract) with a major generator of a material that may be usable as a raw material for the recycling program operated by Itronics Metallurgical, Inc. (IMI). The purpose of the contract is to evaluate the suitability of the material for use in the Gold’n Gro fertilizer products. Late in the first quarter WW completed the Contract and recommended that the evaluation be continued for another year, as initial results indicate that there is potential for the material to be used in IMI’s Gold’n Gro fertilizer products. The generator is evaluating WW’s proposal, but has not yet acted on it. WW has done some additional evaluation and believes that there is a good technical fit for the material in the Gold’n Gro fertilizer products. However, there are still some environmental issues that must be resolved before the material could be used. Both parties are continuing to evaluate the environmental issues and are continuing a dialogue about potential use of the material.

- In September Itronics was selected as one of five finalists for the 2001 Kirkpatrick Chemical Engineering Achievement Award, the most prestigious award in the chemical process industries worldwide. The award is issued every two years by the publication Chemical Engineering to the most noteworthy chemical engineering technology to have been commercialized anywhere in the world during the preceding two years. In the past the award has been given to such major chemical process

Letter to Shareholders

November 9, 2001

Page 5

innovations as the establishment of the petrochemical industry, the Manhattan Project in World War II, Kellogg’s ammonia

technology and Union Carbide’s low pressure polyethylene technology. The other four finalists were the BOC Group, New Jersey, for its low-temperature oxidation process to control oxides of nitrogen emissions; DSM, Netherlands, for a direct-fermentation route to an antibiotics precursor; Mitsubishi Chemical America, Virginia, for a method of recovering and recycling tetrahydrofuran and various other hazardous solvents, and TNO and Cirmac International, Netherlands, for jointly developing a membrane-based absorption system that recovers ammonia from gas streams.

Probably the biggest achievement we have made to datethis year was to get thecomplete development of three new Stead manufacturing plant finished and operational. The Stead plant is the onlyproducts, one of its kindwhich is a replacement product for our primary distributor. The replacement product has features that appear to make it superior to the products it is replacing. This is proving to be a big incentive for our distributor network to increase sales of all of the Gold’n Gro products and is providing us with a developed market for one of our products.

As mentioned above, the Company has been conducting extensive field trials with various Gold’n Gro products on various "specialty agricultural" crops. The field trials have now demonstrated two major and very important points: (1) the Gold’n Gro fertilizer products can be used on a wide range of field and tree crops (at the outset of these trials this was not known), and (2) relatively small and economical amounts of Gold’n Gro products can be used as a supplement to the growers standard fertilizer program to achieve improvements in output and quality of the field or tree crop. These results broaden the potential scope for use of the Gold’n Gro products and in the world and it is now demonstratinglonger term will generate demand for large volumes of Gold’n Gro fertilizer products. Consequently, the ability to produce clean fertilizer products on a commercial scale. Permitting is now in place to expand internal storage capacity, and to expand the plant throughput by running multiple shifts and automating the process operations. This is a very exciting development for our shareholders and we should all be thankful and excited to have this part of our business development completed. The market potential for the Company now seems to be larger than ever with clean environmentally friendly fertilizer products that work exceptionally well. Because of this, significantmeaningful profitable growth over an extended period of time appears to be possible.

Achievement of the milestones outlined in this letter is due to the dedication and loyalty of our stockholders and employees. I thank each and every one of you for your past and continuing support. Together, I believe we can continue to achieve great success!!

Sincerely,

/S/ DR. JOHN W. WHITNEY

Dr. John W. Whitney

President

October 20, 2000November 9, 2001

P.S. Would you please call Bea DeHaven at 775-853-4970Forward Looking Statements: The statements in this letter that are not historical facts or statements of current status are forward looking statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and let her know if you plan to attend the shareholder meeting? We would appreciate this, as it will help us plan for attendance at the meeting.uncertainties. Actual results may differ materially.

IMPORTANT NOTE:

ITRONICS INC.

6490 So. McCarran Blvd., Bldg. C-23

Reno, Nevada 89509

(702)(775) 689-7696

PROXY STATEMENT

Annual Meeting of Shareholders

November 9, 2000December 5, 2001

INFORMATION RELATING TO VOTING AT THE ANNUAL MEETING

This proxy statement is being furnished to shareholders of Itronics Inc. (the Company), in connection with the solicitation of proxies by the Company’s Board of Directors for use at the Annual Meeting to be held at the Reno-Sparks Convention Center,Atlantis Hotel, Reno, Nevada on November 9, 2000December 5, 2001 at 10:00 A.M. Pacific time, and at any adjournment or adjournments thereof. The approximate date of mailing of this proxy statement and the accompanying form of proxy is October 23, 2000.November 9, 2001.

The Board of Directors of the Company has selected October 2, 200026, 2001 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. A total of 74,201,12680,259,455 shares of the Company’s common stock were of record at the close of business on that date. Shareholders will be entitled to cast one vote for each share of the Company’s common stock held by them of record at the close of business on the record date on any matter that may be presented at the Annual Meeting for consideration and action by the shareholders. Shareholders do not have cumulative voting rights with respect to the election of directors.

All valid proxies received in response to the solicitation will be voted in accordance with the instructions indicated thereon by the shareholders giving such proxies. If no contrary instructions are given, each such proxy will be voted in favor of the election of the director nominees named in this proxy statement.

The Board of Directors does not know of any business to be presented for action at the Annual Meeting other than that described herein. If any other business is properly presented at the Annual Meeting and may be properly voted upon, the proxies solicited hereby will be voted on such matters in accordance with the best judgementjudgment of the proxy holders named therein.

Any shareholder has the power to revoke his proxy at any time before it is voted at the Annual Meeting by giving written notice of such revocation to the Secretary of the Company (which notice shall be given by the filing of a duly executed proxy bearing a later date) or by attending the Annual Meeting and voting in person. Proxies solicited by the Company’s Board of Directors hereby are for use solely at the Annual Meeting and any adjournment or adjournments thereof.

The expenses of this proxy solicitation will be borne by the Company. To the extent necessary, proxies may be solicited by personnel of the Company in person, by telephone, or through other forms of communication. Personnel of the Company who participate in the solicitation will not receive any additional compensation for such solicitation. The Company will request record holders of shares beneficially owned by others to forward this proxy statement and related materials to the beneficial owners of such shares and will reimburse such record holders for their reasonable expenses incurred in doing so.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSAL SET FORTH IN THIS PROXY STATEMENT.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Security Ownership of Certain Beneficial Owners

The following table sets forth certain data with respect to those persons known to the Company, as of October 2, 2000,26, 2001, to be the beneficial owners of more than 5% of the outstanding shares of common stock of the Company.

(1) Director

(2) Officer

(3) Includes 100,136 shares owned by John B. Whitney, Dr. John W. Whitney's minor son, and 72,768 shares owned by Maureen E. Whitney, Dr. Whitney's wife

(4)

4. Dr. Whitney's option for 1,000,000 shares is at $0.25 per share.

   (5)

5. Includes 21,375 shares owned by Bonnie Cavell, Dr. Cavell’s wife.

Security Ownership of Management

The following table sets forth as of October 2, 2000,26, 2001, certain information, with respect to director and executive officer ownership of common stock in the Company:

(1) Of the above options and warrants, 50,000 are at $0.10 per share, 40,000 are at $0.40 per share, andDr. Whitney's option for 1,000,000 areshares is at $0.25 per share.

(2) The percent of class is based on the sum of 74,201,12680,259,455 shares outstanding or to be issued as of October 2, 200026, 2001 plus, for each individual, the number of common shares as to which the named individual has the right to acquire beneficial ownership within 60 days of October 2, 2000.26, 2001.

(3) Director

(4) Officer

(5) Includes 100,136 shares owned by John B. Whitney, Dr. John W. Whitney's minor son, and 72,768 shares owned by Maureen B.E. Whitney, Dr. Whitney's wife.

Compliance With Section 16(a) of the 1934 Act

The Company is not presently subject to the requirements of Section 16(a) of the Securities Act.

ELECTION OF DIRECTORS

Proposal 1

The Company’s bylaws provide that the Board of Directors shall consist of one to nine members. There are presently three directors.

Each of the nominees listed below is currently a director of the Company. Each nominee has consented to being named in this Proxy Statement and has indicated his willingness to serve, if reelected. If any nominee becomes unable to serve, however, the proxy solicited hereby will be voted for the election of such other person or persons as the Board of Directors shall elect.

The following table sets forth the names of and certain information concerning the nominees to the Board of Directors.

3

1) For directors, the term of office is until the next annual meeting of shareholders.

Narrative Information Concerning the Director Nominees of the Company

John W. Whitney:

In addition to being the President and a Director of the Company, 1988 to present, Dr. Whitney is the President and a Director of each of the operating subsidiaries, Whitney & Whitney, Inc. and Itronics Metallurgical, Inc. Dr. Whitney also serves as the General Manager of American Hydromet, a joint venture controlled by the Company.

Dr. Whitney received his Ph.D. in Mineral Economics from Pennsylvania State University in 1976, his M.S. in Mineralogy from the University of Nebraska in 1971, and his B.S. in Geology from the University of Nebraska in 1970. Dr. Whitney has served as President of Whitney & Whitney, Inc. since its formation in 1977.

Prior to his serving as W&W full-time president, Dr. Whitney worked as a consultant for the Office of Technology Assessment, U.S. Congress, doing analysis of various Alaskan mineral issues (1977-1978), a consultant for various government agencies, including the office of Mineral Policy Analysis in the U.S. Department of Interior, and the Washington, D.C. office of the U.S. Bureau of Mines, consulting firms, law firms and mining companies on a variety of mineral planning issues (1976-1977), as a consultant for BKW Associates, Inc. evaluating mining investment opportunities in Mexico and the Philippines (1973-1975), and as a geologist-mineralogist for Humble Oil & Refining Company and GeoTerrex Ltd. (1971-1972).

Dr. Whitney is an internationally recognized consultant in the field of Metal and Material Resource Economics. Dr. Whitney has presented seminars for various clients on Mining Economics, and has taught a three-credit graduate course on International Metal Economics for the University of Arizona's College of Mines. Dr. Whitney is an Honorary Faculty Member of the Academy for Metals and Materials under the seal of the American Society for Metals. Dr. Whitney has made numerous presentations and written a number of publications on various technical subjects within his broad area of expertise. Dr. Whitney is coinventor of the American Hydromet process technology for which four patents have been issued. Dr. Whitney was recognized by the Nevada Technology council as its Nevada Inventor of the Year for 2000 and will becomeis a member of the Inventor’s Hall of Fame at the University of Nevada, Reno.

Paul H. Durckel

Mr. Durckel has served as a director of the Company since September 1995. He has served various companies involved in fertilizer manufacturing and sales for approximately 30 years. He is presently an Independent Real Estate Salesman for Prudential Nevada Realty, the successor company to Myers Realty, Inc. He had served Myers Realty, Inc. in varying capacities, including Broker-Salesman, Consultant, Manager, Vice President of Operations, and Director, since 1987. His experience in the fertilizer industry includes Vice President and General Manager and Vice President- Operations for American Plant Food Corp., Executive Assistant to the Chairman for Best Fertilizers Co., Vice President and General Manager for Best Fertilizer of Texas, and Vice President and General Manager for Farm Services Co.

Alan C. Lewin:

Mr. Lewin has served as a director since September 1997. He had previously served as a director from September 1995 through June 1996. He received his Bachelor of Arts Degree in Psychology from the San Diego State University in 1967. He has extensive operations management experience, primarily in the x-ray film processing chemical industry. His positions include Founder, President and Chief Executive Officer of

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Guardian X-Ray Equipment Service, Inc. from 1976 to 1992, General Manager of Douglas Roesch Communications, Inc. from 1992 to 1994, Technical Sales Representative of Commerce Chemical Company from 1994 to 1996, Vice President of Commodity Resource & Environmental, Inc. from August 1996 to July 1997, and General Manager for a Merry X-Ray branch operation in Los Angeles, California since November 1997.

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Information Relating to Executive Officers

The following table sets forth the names of and certain information concerning the Executive Officers not included above with the Director nominees:

Narrative Information Concerning the Executive Officers of the Company

Gregory S. Skinner, Esq.:

Mr. Skinner has served as Secretary and General Counsel of the Company and its subsidiaries since December 1990. He obtained his BA degree in Economics from the University of California at Berkeley in 1976. He obtained his JD degree from Hastings College of the Law, University of California at San Francisco in 1979. He is licensed to practice law in the states of California and Nevada,Nevada. He is a shareholder in the Law Offices of Skinner, Sutton, Watson & Rounds, a Professional Corporation, which has offices located in Reno and Incline Village, Nevada. Prior to becoming Secretary of Itronics Inc., Mr. Skinner has provided legal services and advice to Whitney & Whitney, Inc. since 1980.

Duane H. Rasmussen:

Mr. Rasmussen has served as Vice President of the Company since November 1997 and as Vice President and General Manager of IMI since May 1994. He initially joined the Company in 1991 as Assistant Manager and Business Consultant for W&W. He received his Bachelor of Science degree in Chemical Engineering from the University of Wisconsin in 1953 and his MBA in Industrial Management in 1955 from the same University. He served as President of Screen Printing Systems, Inc. from 1987 to 1990 and from 1995 to 1998. Other business experience includes approximately 20 years with Jacobs Engineering Group, Inc. in varying capacities, including Project Manager, Regional Sales Manager, Regional Vice President, and Group Vice President.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table sets forth information as to the compensation of the Chief Executive Officer and the four most highly compensated officers whose compensation for the year ended December 31, 19992000 exceeded $100,000:

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1) As of December 31, 1997,

(1) Prior to 1998 Dr. Whitney had accumulated deferred salary totaling $141,750. Of this amount, $32,000 was accrued in 1997, $49,750 was accrued in 1996, and $60,000 was accrued in prior years. Dr. Whitney was grantedtotal options to convert up to $250,000 in unpaid salary at $0.10 per share, for a total of 2,500,000 shares3,800,000, of common stock. Dr. Whitney was also granted options for 1,200,000 shares of common stock at $0.10 for his personal guarantee of certain obligations of the Company and its subsidiaries. The options were to expire in February 1997, but were extended to six months after all the Company and subsidiaries’ debts owed to, or guaranteed by, Dr. Whitney were paid in full. In May 1996, Dr. Whitney received warrants for 100,000 shares. The warrants were exercisable for five years at $0.10 per share. The warrants were issued in conjunction with Dr. Whitney’s acquisition of 100,000 shares for cash. The combined total of options and warrants for Dr. Whitney was for 3,800,000 shares of common stock. Of these options and warrants, Dr. Whitney exercised 500,000 shares in December 1996, 2,092,380 in 1997, andwhich the remaining 1,207,620 were exercised in January 1998. In September 1998 Dr. Whitney converted an additional $50,000 of unpaid salary by acquiring five units of the Company’s 1998 Private Placement, Tranche One. On December 30, 1999 Dr. Whitney exercised his right77,500 shares in 1999 and 2000. The remaining 122,500 warrants were assigned to purchase 37,500 shares at $0.40 per share.other individuals and were exercised in 2000. Effective January 1, 1999, Dr. Whitney was granted an option for 1,000,000 common shares at $0.25 per share. The option is exercisable at any time until one year after Dr. Whitney leaves the employment of the Company.

2) During the three years ended in 1999, all Directors received 2,500 restricted common shares per quarter of service. Dr. Whitney served as a Director during each of these quarters and received the appropriate number of shares.(2) The salary amounts listed above include $8,300, $4,534, and $1,709, for 2000, 1999, and $1,000,1998, respectively, that represent compensation paid in common stock for 1999, 1998, and 1997, respectively, representingservice as a director of the value assignedCompany. The compensation plan for all directors was 2,500 shares per quarter for 2000.

(3) Mr. Rasmussen was employed on a part time basis prior to the stock as issued.November 1998.

Option Grants in Last Fiscal Year

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option

Values

Options Exercised:

(1) The warrants exercised were at $0.40 per share. If value realized was based on the average of the closing bid and ask prices on the exercise date, the value realized would have been $11,813.$35,700. However, the common stock received is restricted under Rule 144 and thus are not tradable within one year of exercise. In addition, as a greater than 10% shareholder of the Company, Dr. Whitney is further restricted by SEC regulations as to the sale of the Company’s securities. The actual value realized, if and when the securities are sold, may be more or less than the value listed above. Consequently, the value realized is reported at $-0-.

Options Unexercised:

(1) If value realized was based on the average of the closing bid and ask prices on December 31, 1999,2000, the value realized would have been $510,375.$45,000. The securities under option, common stock of the Company, are restricted under Rule 144 and thus are not tradable within one year of exercise. In addition, as a greater than 10% shareholder of the Company, Dr. Whitney is further restricted by SEC regulations as to the sale of the Company’s securities. The actual value realized, if and when the securities are sold, may be more or less than the value listed above. Consequently, the value of the unexercised options is reported at $-0-.

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Board Committees

The Board of Directors has no specific committees.

Attendance at Meetings

During the twelve month period ended December 31, 1999,2000, the Board of Directors held four meetings. No director attended fewer than 75% of the meetings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the Company's two most recent fiscal years, including those of its subsidiaries and affiliates, the Company engaged in no transactions or series of transactions with any director, officer, security holder or family thereof in which the amount involved exceeded $60,000 except as follows:

1. As of December 31, 1997, Dr. Whitney has accumulated deferred salary totaling $141,750. The entire balance was converted into the Company’s common stock in 1998.

2. In 1994, options totaling 2,675,000 shares for Dr. Whitney and 200,000 shares for Dr. Cavell, which were to expire in 1995, were extended to dates ranging from February 5, 1996 to May 15, 1997. The option price of $0.10 per share remained unchanged. In 1995, an additional option for 1,025,000 shares was granted to Dr. Whitney and his existing options were extended to dates ranging from February 5, 1997 to May 15, 1997. In 1996, the above options were extended to six months after all debts owed to, or guaranteed by, Drs. Whitney and Cavell by Itronics Inc. and its subsidiaries and partnerships are paid in full. Of the above options, Dr Whitney exercised 500,000 shares in 1996, 1,992,380 in 1997, and 1,207,620 in 1998. Dr Cavell exercised all 200,000 of his options in 1998.

3. After approval from the Company's Board of Directors, in March 1999 the Company's subsidiary, W&W,WWI, agreed to provide technical services to Golden Phoenix Minerals, Inc. (Golden), a junior mine exploration and development company whose common shares trade on the OTC Bulletin Board. Services are billed monthly and W&WWWI receives a combination of Golden common stock, SEC Rule 144 restricted common stock, and cash. Separately, Dr. Whitney personally agreed to acquire up to 10,000,000 common shares of Golden at $0.10 per share, making him beneficial owner of more than ten percent of Golden. Any unexercised options under this arrangement can be assigned to W&W.WWI. Dr.'s Whitney and Cavell are principals in a group that controls the mining claims underlying one of Golden's two principal exploration and development properties. At December 31, 2000 and 1999 W&WWWI owned 200,000 unrestricted Golden shares, and 1,594,366 and 536,267, restricted Golden shares and will receive 67,957 restricted shares billed for December, 1999 services. Under the provisionsrespectively, of Rule 144 the restricted shares may be sold beginning inGolden shares. The initial Rule 144 one year period for resale began April, 2000.2000, and continues monthly thereafter. Total amount billed for 2000 and 1999 was $301,483 and $95,546, of which $17,428 will be received in cash.respectively. A total of $101,163 and $23,793 is included in accounts receivable at December 31, 1999.2000 and 1999, respectively. At December 31, 1999,2000, the average bid/asked price for Golden common was $0.225,$0.1275, resulting in a value of shares held and to be received on that date of $180,950.$228,782.

1999In the fourth quarter of 2000, the Company’s subsidiary, IMI, entered into a purchase and refining agreement with Golden to process and resell Golden’s gold production from its mining operations. IMI processes the gold and sells it to an independent third party. Gold sales under this agreement were $49,144 for 2000.

2000 ANNUAL REPORT

The Company’s Form 10-KSB for 19992000 as filed with the Securities and Exchange Commission will serve as the Company’s 19992000 annual report. The 19992000 Form 10-KSB is being mailed to each shareholder along with this proxy statement. ADDITIONAL COPIES OF THE 19992000 FORM 10-KSB MAY BE OBTAINED BY WRITING TO THE CORPORATION.

20012002 ANNUAL MEETING

Proposals of shareholders intended to be presented at the 20012002 annual meeting must be received by the Company for inclusion in Management’s Proxy Statement by March 31, 2001.2002.

OTHER BUSINESS TO BE TRANSACTED

As of the date of this Proxy Statement, the Board of Directors knows of no other business to be presented for action at the Annual Meeting. If any other business is properly brought before the Annual Meeting, the proxies returned by the Company’s shareholders confer discretionary authority on the persons named therein. Those persons will vote or act in accordance with their best judgement with respect to those matters.

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You are urged to vote, sign, date and return the accompanying proxy prior to the Annual Meeting, whether or not you currently plan to attend the Annual Meeting in person, to the following address:

Itronics Inc.

P.O. Box 10725

Reno, Nevada 89510

By Order of the Board of Directors

/S/ JOHN W. WHITNEY

October 11, 2000November 5, 2001                                                                                                             John W. Whitney, President and Treasurer

ITRONICS INC.

PROXY

ANNUAL MEETING OF SHAREHOLDERS

NOVEMBER 9, 2000DECEMBER 5, 2001

The undersigned hereby constitutes and appoints John W. Whitney, with power of substitution, to represent and vote on behalf of the undersigned all of the shares of Itronics Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at the Reno-Sparks Convention Center,Atlantis Hotel, Reno, Nevada, on November 9, 2000December 5, 2001 at 10:00 A.M. Pacific time, including any adjournment or adjournments thereof.

Total votes available to cast for the one proposal is:

Number of Shares ________________________

PLEASE MARK THE FOLLOWING WITH AN "X"

Proposal 1: Election of Directors

Names of Nominees:

                        John W. Whitney

                        Paul H. Durckel

                        Alan C. Lewin

Vote for the election of the above directors as a group:

( ) FOR          ( ) AGAINST             ( ) ABSTAIN

PLEASE VOTE, DATE AND SIGN YOUR NAME(S) EXACTLY AS PRINTED ON THIS PROXY, indicating where applicable, official position or representative capacity.

_______________________________________ __________________________________                      ________________________                       _________________________

Signature                                                      Signature

___________________                               ___________________

Date                                                              Date