---------------------------------------------------------------------------- ~~(Name~~

---------------------------------------------------------------------- Telephone (702) 689-7696 Fax (702) 689-7691 http://www.itronics.com ITRONICS INC. Email: itronics@intercomm.com ------------------------------------------------------------------------- 6490 S. McCarran Blvd. Bldg. C, Suite 23 P.O. Box 10725 Reno, Nevada 89510

Enclosed is Itronics' ~~1997~~1999 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 ~~19, 1998~~9, 2000 at 10:00 A.M. Pacific Standard Time at the ~~Atlantis Hotel~~Reno Sparks Convention & Visitors Authority Center, 4590 South Virginia Street, Reno, Nevada in ~~Reno, Nevada.~~North Meeting Room B-3. 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 5:00 P.M. reception and presentation about Itronics at the Reno Hilton. 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:

- ~~During~~The Company has continued its corporate marketing program, with impressive results. For the ~~first quarter~~twelve months from October 1, 1999 through September 30, 2000, 35.5 million shares had traded, compared to 24.8 million shares for the twelve months ended September 30, 1999. The share price increased from the $0.50 range on September 30, 1999 to a high of ~~1998~~$2.01 in February and has since declined to the ~~Company's wholly-owned subsidiary,~~$0.50 range. The number of shareholders has been substantially increased from 3,077 for the 1999 annual meeting to an estimated 5,480 for the 2000 annual meeting.

- Itronics' market capitalization at September 30, 2000 was about the same as it was a year ago at $35 million. The active trading in Itronics ~~Metallurgical, Inc. (IMI) completed development~~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. While the recent price decline has been a big disappointment for all of 11us, all of the major and minor stock markets have declined rather sharply with many large profitable companies experiencing share price declines that are even sharper than ours.

- Between October 1 of 1999 through September 30, 2000 the Company has raised approximately $4.1 million by completing the 1999 private placement, a convertible debt offering, and obtaining warrant exercises. About $2.1 million of the cash raised has been used to complete construction of the new ~~fertilizer~~manufacturing facility; to purchase and install a computer system and software that is now being used to support and facilitate business growth; to launch a marketing and Gold’n Gro branding process with a national advertising agency; and 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 over the next three years.

- In 2000 all of the Gold’n Gro labels were converted to the new Gold’n Gro logo and revised and expanded. We also added 5 new products bringing the number of retail products to 13 and the total number of commercial products to 1515. 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

Ag, Field Grains, and Forage and Pasture Grasses. We are marketing our products into two segments of the Professional Market. These are: (1) Turf & Ornamental, with golf courses and nurseries 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.

- 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, once 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 implementing 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, and from other professionals, about our emerging advertising campaign and supporting materials. The "marketing concept" that is emerging 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.

- IMI ~~established~~continued its development of a ~~photobyproduct~~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 with several northern Nevada turf farm customers 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 ~~and service department in November 1997 and a~~development for these machines. Our plan is to include sales of the Gold’n Gro fertilizer ~~sales department in April 1998 with the hiring~~injectors as part of two experienced salesmen. - In February 1998 IMI entered into a lease, with option to purchase, a 35,000 square foot manufacturing facility on 3 acres of land in Reno-Stead, Nevada. The purchase option price is $1 million payable with a $300,000 down payment. The owner has the alternative to carry the $700,000 balance over 25 years at commercial rates with a 5 year balloon or to accept payment in full by taking 2.6 million shares of Itronics restricted common stock. - In March 1998 the Reno Planning Commission approved the Special Use Permit for the Stead Manufacturing Facility. - In March 1998 IMI signed a definitive manufacturing andour distribution agreement with Western Farm ~~Services, Inc., (WFS).~~Service. We are also initiating an advertising program for this product in the golf course market.

- The ~~agreement grants WFS~~University of California, Davis continued a test program to determine the ~~exclusive license and right to manufacture and market~~effectiveness of 4 of the Gold'n Gro fertilizers 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. 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. 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, who is a nationally recognized expert in citrus nutrition, is working with IMI and the grower in conducting the program.

- In September the Company completed installation and implementation of an operating and information infrastructure system. We now have a computer communication and information management system that allows us to have "real time" reporting on sales and inventories and which allows all of our employees to communicate with each other by "e-mail". This system is already demonstrating its usefulness and having it will allow us to operate the business much more effectively as we move into the future.

- 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 achieve a 44 percent increase in photochemical volumes and it appears that our marketing efforts in this area are going to continue to produce desired increases in photochemical supplies.

- We began an advertising program for our Silver Nevada Miner 5 ounce pure silver bars this year that was instrumental in maintaining our silver sales. Next year this program should provide us with a measurable increase in silver sales.

- We experienced a major set back for refining and sales of our photo silver. On March 28 IMI was informed that Handy & Harman, our silver sales agent for several years and the largest silver refiner

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 in the states of Arizona, California, Hawaii, Idaho, Oregon and Washington. - In April 1998 IMI entered into an exclusive sales agreement with Calfran International of Springfield, Massachusetts. The contract grants IMI the exclusive right to sell Calfran's "Cold Vaporization" Vacuum Distillation equipment to IMI's photowaste customers in the United States, Canada and Mexico. This machine removes 90% of the water from the used photochemicals leaving a 10% residual that can be economically shipped over long distances and that is suitable for use in fertilizer after processing in the IMI plant. - At September 30, 1998 a total of five Gold'n Gro fertilizer products were being sold under the WFS agreement and there were morework better than 60 customers either trying out or using the product on an ongoing basis. Sales emphasis has been on introducing the Gold'n Gro products into the golf course market. In September efforts were inititated to expand the product introduction to certain specialty grower markets. - In April 1998 Itronics began working on a private placement to raise $2 million in four tranches of $500,000 each. Shareholder Page 2 October 29, 1998 - In mid September Itronics announced that it had received a funding commitment from the Sierra Angels, a venture capital group based in Incline Village, Nevada. This commitment was sufficient to ensure that IMI would be able to make the move into the Stead manufacturing facility. The Sierra Angels are the first professional investing group to make an investment in Itronics. - At October 27, 1998 more than $725,000 had been raised in the first two tranches of the private placement. Management believes it will obtain a minimum of $900,000 under these two tranches before closing them. - An updated memorandum will be issued in December for purposes of obtaining a minimum of an additional $1 million in new equity in tranches three and four of the 1998 Private Placement. - In mid-May Region VI of the Federal EPA officially recognized Itronics and its "Beneficial Use Recycling Program" at a conference in San Diego, California. This was the first public recognition for Itronics from an agency of the federal government. - In mid-June, I presented Itronics to the leadership of the International Precious Metals Institute's annual meeting in Toronto. Afterwards they asked for permission to publish the talk in their annual proceedings. Since then we have been receiving requests for information on our process and business plans from all over the world. - In mid-October IMI was given recognition by Nevada's Governo Miller at the 15th Annual Governor's Appreciation Luncheon in Sparks, Nevada. This is the first recognition Itronics has received officially from the State of Nevada. - In late October a contractor was chosen to place the new floor in the Stead facility and work on obtaining the building permit was nearly complete on October 24. Now that financing has been obtained, it looks like IMI will be moving into the new facility in mid-December and that installing the equipment and initiating operations will be completed in January 1999. Minimal disruption of on-going operations is expected from the move. - At September 30 a total of 3.9 million shares had traded, down considerably from 7 million at the same time in 1997, and average daily trading volume was 22,000 shares. - Share prices had stayed nearly flat until mid-June at which time they started to trend down. A bottom was reached in early September and prices have since been stable in the $0.20 - $0.24 per share range. - On October 26, 1998 Donner Corp. International issued a speculative buy recommendation on Itronics Inc. This is the first buy recommendation issued by a NASD broker/dealer for Itronics. As we look to the future, our focus is on completing the move into the new facility, completing the $2 million private placement financing that was started in April, and expanding sales. Shareholder Page 3 October 29, 1998 In my 1997 letter to shareholders I pointed out that we had completely outgrown our existing facility and that further meaningful increases in sales would not be possible until we obtained and moved into a new manufacturing facility. Because of the capacity limitations in the existing plant, it was necessary to reduce the scope of the Gold'n Gro product introduction effort with WFS in 1998 and it has not been possible to significantly improve 1998 sales over 1997. Once the move is complete we will be able to rapidly expand sales of both photobyproduct services and Gold'n Groestablished fertilizer products. A backlog of new customers has been lined up for the photowaste services and the market development effort underway with WFS will be expanded to include Oregon, Washington and Idaho during the first quarter of 1999. During the past year the regulatory climate continued to tighten for the photographic industry. Clean water is now becoming a major national and international issue. It is clear that pressure will continue to build to prevent pollution of natural waters by disposal of chemicals into them.

In the photographic sector, digital technologies continue to develop but it is apparent that conventional film based photography is continuing to grow. ~~One~~Some of the ~~driving forces~~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 this ~~continued growth is the cost~~new source of ~~conventional photography versus the cost of digital. Conventional photography is much less expensive while providing high quality. For that reason it is expected~~liquid photographic waste to ~~be the choice of consumers well into~~grow rapidly over the next ~~century.~~ 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. Because of these factors, we are anticipating that the market will continue to expand.

The silver market ~~was stronger~~has been weaker in ~~1998~~2000, which is counter to forecasts by market analysts. 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.

This year we did some laboratory work related to the new thiomet process for recovering silver and ~~this strengthening is expected to continue~~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 ~~growing imbalance between mine supply~~shareholder’s meeting I announced that we had identified a waste stream that has some chemical similarities to photochemicals and ~~demand that is being filled by drawdown~~which might work as a supplement in our line of ~~existing surface inventories. Itronics' silver output and silver sales increased significantly in 1998.~~Gold’n Gro fertilizers. This ~~rapid growth in silver output is expected~~year Whitney & Whitney, Inc. entered into a Pilot Program Contract with a generator of this material which provides us the opportunity to ~~continue. Once in~~evaluate the ~~new facility~~feasibility of using distillation to concentrate it ~~will be possible to expand the scope of the silver refining operations~~ and to ~~start larger scale test~~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 ~~processing~~this material, we have already done enough work to learn that it appears chemically suited for use in some of ~~mine generated materials.~~ our fertilizer formulations. Longer term, this material could become an important supplement to our business.

The market for mining consulting services ~~continued to be soft~~was flat during the year with ~~several~~three on-going projects ~~bid, but~~and two new projects in the photography field and for heavy metal removal problem solving in the plating industry. 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, that are producing very positive results in the field. This success with application of advanced technologies is opening up new opportunities for Whitney & Whitney technical services.

Probably the biggest achievement we have made to date was to get the new Stead manufacturing plant finished and operational. The Stead plant is the only one ~~new project funded. Management believes that~~of its kind in ~~1999~~the world and it ~~will be possible~~is now demonstrating the ability to increase the focus on mining technical services and improve the sales picture for that segment. Overall, we believe that during the past 12 months the scope of applications for Itronics' Gold'n Groproduce clean fertilizer products ~~has been expanded~~on a commercial scale. Permitting is now in place to expand internal storage capacity, and ~~better defined.~~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.~~ever with clean environmentally friendly fertilizer products that work exceptionally well. Because of this, ~~we anticipate~~ significant profitable growth over an extended period of ~~time.~~ 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 ~~want to~~ thank each and every one of you for your past and continuing support. Together, I believe we can ~~continue to~~ achieve great success!!

P.S. Would you please call Bea DeHaven at 775-853-4970 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.

This proxy statement is being furnished to shareholders of Itronics Inc. (the Company), in connection with the solicitation of proxies by the ~~Company's~~Company’s Board of Directors for use at the Annual Meeting to be held at the ~~Atlantis Hotel,~~Reno-Sparks Convention Center, Reno, Nevada on November ~~19, 1998~~9, 2000 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 ~~30, 1998.~~ 23, 2000.

The Board of Directors of the Company has selected October ~~20, 1998~~2, 2000 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. A total of ~~52,282,216~~74,201,126 shares of the ~~Company's~~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~~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 judgement 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~~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.

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 ~~20, 1998,~~2, 2000, to be the beneficial owners of more than 5% of the outstanding shares of common stock of the Company. Amount and Nature of Beneficial Ownership ------------------------------------------------------- Common Shares Name and Which May Be Percent Address of Common Shares Acquired Within of Beneficial Owner Presently Held 60 days(4) Total Class - ---------------- -------------- ---------------- ---------- ----------- John W. Whitney P.O. Box 10725 Reno, NV 89510 14,355,481(3) 200,000 14,555,481 27.73 (1)(2) Richard J. Cavell 1013 No. Marshall Dr. Camano Island, WA 4,894,377 250,000 5,144,377 9.79

Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner	Common Shares Presently Held	Common Shares Which May Be Acquired Within 60 days(4)	Total	Percent of Class
John W. Whitney P.O. Box 10725 Reno, NV 89510 (1)(2)(3)	13,918,176	1,000,000	14,918,176	19.84
Richard J. Cavell 1013 No. Marshall Dr. Camano Island, WA	5,096,457(5)	-0-	5,096,457	6.87

(3) Includes ~~85,136~~100,136 shares owned by ~~or to be issued to~~ John B. Whitney, Dr. John W. Whitney's minor son, ~~71,632~~and 72,768 shares owned by Maureen E. Whitney, Dr. Whitney's wife ~~and 1,630,140 shares paid for but unissued as of October 20, 1998.~~

(4) ~~All options and warrants of Dr. Cavell are priced at $0.10 per share.~~ Dr. Whitney's ~~warrants, issued in connection with the 1998 Private Placement under the same terms offered other investors, are priced~~option for 1,000,000 shares is at $0.25 ~~and $0.40~~ per ~~share for the one and two year periods, respectively, after September 30, 1998.~~ share.

The following table sets forth as of October ~~20, 1998,~~2, 2000, certain information, with respect to director and executive officer ownership of common stock in the Company: 2 Amount and Nature of Beneficial Ownership ------------------------------------------------------- Common Shares Percent Name and Which May Be of Address of Common Shares Acquired Within Class Beneficial Owner Presently Held 60 days(1) Total (2) - ---------------- -------------- --------------- --------- ---------- Dr. John W. Whitney P.O. Box 10725 Reno, NV 89510 14,355,481(5) 200,000 14,555,481 27.73 (3)(4) Paul H. Durckel 1511 Main St. Gardnerville, NV. 89410 198,500 - 198,500 .38 (3) Alan C. Lewin P.O. Box 10725 Reno, Nv 89510 167,500 50,000 217,500 .42 (3) All directors and executive officers as a group (6 persons) 17,322,644 350,000 17,672,644 33.58

Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner	Common Shares Presently Held	Common Shares Which May Be Acquired Within 60 days(1)	Total	Percent of Class(2)
Dr. John W. Whitney P.O. Box 10725 Reno, NV 89510 (3)(4)(5)	13,918,176	1,000,000	14,918,176	19.84
Paul H. Durckel 1511 Main St Gardnerville, NV. 89410(3)	218,500	-0-	218,500	.29
Alan C. Lewin P.O. Box 10725 Reno, Nv 89510(3)	187,500	50,000	237,500	.32
All directors and executive officers as a group (5 persons)	16,412,845	1,090,000	17,502,845	23.25

(1) ~~Included in~~Of the above ~~table~~options and warrants, 50,000 are ~~warrants for 50,000 shares~~ at $0.10 per share, ~~an option for 100,000 shares~~40,000 are at ~~the higher of $0.10~~$0.40 per share, ~~or current high bid,~~ and ~~a warrant for 200,000 shares~~1,000,000 are at $0.25 ~~and $0.40 for the one and two year periods, respectively, after September 30, 1998.~~ per share.

(2) The percent of class is based on the sum of ~~52,282,216~~74,201,126 shares outstanding or to be issued as of October ~~20, 1998~~2, 2000 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 ~~20, 1998.~~ 2, 2000.

(5) Includes ~~85,136~~100,136 shares owned by ~~or to be issued to~~ John B. Whitney, Dr. John W. Whitney's minor son, ~~71,632~~and 72,768 shares owned by Maureen B. Whitney, Dr. Whitney's ~~wife, and 1,630,140 shares paid for but unissued as of October 20, 1998.~~ 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. 3

The ~~Company's~~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. Age Name (As of 10/20/98) Position Position Held Since - ----- ----------------- ------------ ------------------- Dr. John W. Whitney 52 President/Treasurer May 1988 Director Paul H. Durckel 81 Director September 1995 Alan C. Lewin 52 Director September 1997

Name	Age(As of 10/2/00)	Position	Position Held Since
Dr. John W. Whitney	54	President/Treasurer Director	May 1988
Paul H. Durckel	83	Director	September 1995
Alan C. Lewin	54	Director	September 1997

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

Narrative Information Concerning the Director Nominees of the Company ~~- ---------------------------------------------------------------------~~

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 ~~holds four patents. 4~~ will become a member of the Inventor’s Hall of Fame at the University of Nevada, Reno.

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. ~~and has~~He had served ~~them~~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.

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 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.

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: Age Name (As of 10/20/98) Position Position Held Since - ---- ---------------- ------------ ------------------- Gregory S. Skinner 44 Secretary December 1990 Duane H. Rasmussen 67 Vice President, Itronics November 1997 Vice President and May 1994 General Manager-IMI Robert E. Gordon 66 Vice President and May 1994 General Manager-W&W

Narrative Information Concerning the Executive Officers of the Company ~~- ----------------------------------------------------------------------~~

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, He is a shareholder in the Law Offices of Skinner, Sutton, Watson & ~~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.

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 5 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 ~~the present.~~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. Robert E. Gordon: ---------------- Mr. Gordon has served as Vice President and General Manager of W&W since May 1994. He initially joined the Company in December 1993 as Assistant Site Manager of the Townsend Mine project. He received his Bachelor of Science in Geological Engineering from the University of Arizona in 1961. Prior to joining the Company, he was an independent mining consultant in 1993, served as Director of Latin American Exploration for Fischer-Watt Gold Company, Inc. from 1991 to 1993, and served as Vice President, Exploration for Gexa Gold Corp. from 1989 to 1991.

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, ~~1997~~1999 exceeded $100,000: Annual Compensation Name and ---------------------------------------- Principal Calendar Position Year Salary Bonus ---------- ---------- -------- ------- Dr. John W. Whitney: 1997 $97,000 $-0- President, Treasurer 1996 $96,547 $-0- and Director 1995 $87,927 $-0- 1. Due to the cash needs of the Company, Dr. Whitney has accumulated unpaid salary over a number of years.

Annual Compensation

Long Term Compensation

Name and PrincipalPosition

Calendar Year

Salary

Bonus

Securities Underlying Options (#)

Dr. John W. Whitney: President, Treasurer and Director

1999

1998

1997

$129,534

$111,709

$ 97,000

$-0-

1,000,000

-0-

1) As of December 31, 1997, Dr. Whitney had accumulated ~~unpaid~~deferred salary totaling ~~$141,750, of which~~$141,750. Of this amount, $32,000 was accrued in 1997, $49,750 was accrued in 1996, and $60,000 was accrued in ~~1995 and~~ prior years. ~~During the period from 1992 to 1995~~ Dr. Whitney was granted options to convert up to $250,000 in unpaid salary at $0.10 per share, for a total of 2,500,000 ~~shares.~~shares 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 ~~$0.10 per share price was the amount offered in various private placements throughout this time period. The~~ options were to expire in February 1997, but were extended to six months after all ~~Itronics Inc.~~the Company and ~~subsidiaries~~subsidiaries’ debts owed to, or guaranteed by, Dr. Whitney ~~are~~were paid in full. In May 1996, Dr. Whitney received warrants for 100,000 ~~shares~~shares. The warrants were exercisable for five years at $0.10 per share. The warrants were issued in ~~connection~~conjunction with ~~his purchase~~Dr. Whitney’s acquisition of 100,000 shares for cash. ~~These terms were the same as those offered to other private placement investors at that time.~~ The combined total of options and warrants for Dr. Whitney was for 3,800,000 ~~shares.~~shares of common stock. Of these options and warrants, Dr. Whitney exercised 500,000 shares in December 1996, 2,092,380 in 1997, and the remaining 1,207,620 in January 1998. In September 1998 Dr. Whitney converted an additional $50,000 of unpaid salary by acquiring five units of the ~~Company's~~Company’s 1998 Private Placement, ~~under the same terms offered to other investors. At present,~~Tranche One. On December 30, 1999 Dr. Whitney ~~has approximately $11,000 in unpaid salary and a 1998 issue warrant~~exercised his right to purchase 37,500 shares at $0.40 per share. Effective January 1, 1999, Dr. Whitney was granted an option for ~~200,000 shares. 2.~~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 ~~1997,~~1999, all Directors received 2,500 restricted common shares per quarter of service. ~~The stock is valued quarterly at the current private placement price or at market if there is not an ongoing private placement.~~ Dr. Whitney served as a Director during each of these quarters and received the appropriate number of shares. The salary amounts listed above include $4,534, $1,709, and $1,000, for 1999, 1998, and 1997, ~~$547 for 1996, and $1,094 for 1995,~~respectively, representing the value assigned to the stock as issued.

Option Grants in Last Fiscal Year ~~- --------------------------------- None. 6~~

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

Options Exercised: Shares Acquired on Name Exercise (#) Value Realized($)(1) - ----- ------------------ -------------------- Dr. John W. Whitney 2,092,380 $-0-

(1) The ~~options~~warrants exercised were at ~~$0.10~~$0.40 per ~~share and the offering price of restricted stock to non-employees in 1997 was $0.10. Consequently, no value was realized.~~share. If value realized was based on the ~~high~~average of the closing bid and ask prices on the exercise ~~dates,~~date, the value realized would have been ~~$345,802. The securities received,~~$11,813. However, the common stock ~~of the Company, are~~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~~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: Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options Options at 12/31/97 At 12/31/97 -------------------------- ------------------------- Name Exercisable Unexercisable. Exercisable Unexercisable. - ----- ----------- -------------- ----------- -------------- Dr. John W. Whitney 1,207,620 - $ -0-

(1) ~~$ -0- (1) The options are at $0.10 per share and the offering price of restricted stock to non-employees in 1997 was $0.10. Consequently, no value would be realized.~~ If value realized was based on the ~~high~~average of the closing bid ~~as of~~and ask prices on December 31, ~~1997,~~1999, the value realized would have been ~~$229,448.~~$510,375. 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~~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-.

During the twelve month period ended December 31, ~~1997,~~1999, the Board of Directors held ~~five~~four meetings. No director attended fewer than 75% of the meetings.

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 ~~had~~has accumulated deferred salary totaling $141,750, with $81,750 of that amount accruing during 1997 and 1996. On January 31, 1998 Dr. Whitney converted $120,762 of this amount into restricted common stock and on September 30, 1998 the remaining$141,750. The entire balance was converted into ~~restricted~~the Company’s common ~~stock. 2. In 1993, a note payable to an unrelated party~~stock in the amount of $151,602, including accrued interest, was settled for $92,000. The settlement was primarily funded by a bank loan in the amount of $80,000. The makers and guarantors of the bank note are Drs. Whitney and Cavell. The liability is recorded in the Company's balance sheet and the Company pays the monthly payment on the note. The balance due as of December 31, 1997 was $8,201. The note was paid off in May 1998. 7 3.

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, ~~Dr. Whitney's and Dr. Cavell's~~the above options were extended to six months after all debts owed to, or guaranteed by, ~~Dr.~~Drs. Whitney ~~or Dr.~~and Cavell by Itronics Inc. and its subsidiaries and partnerships are paid in full. ~~Dr. Whitney's~~Of the above options, ~~were granted~~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, agreed to ~~allow conversion~~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&W receives a combination of ~~accumulated unpaid salaries into~~Golden common stock, SEC Rule 144 restricted common stock, and ~~for his personal guarantee~~cash. Separately, Dr. Whitney personally agreed to acquire up to 10,000,000 common shares of ~~Company and subsidiary debts and~~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. Dr. ~~Cavell's options were granted for his personal guarantee of Company and subsidiary debts. 4. During 1997 and 1996, a Nevada mine property, a majority of which is owned by Drs.~~'s Whitney and Cavell ~~retained~~are principals in a group that controls the ~~services~~mining claims underlying one of Golden's two principal exploration and development properties. At December 31, 1999 W&W ~~to negotiate a lease~~owned 200,000 unrestricted Golden shares, 536,267 restricted Golden shares and will receive 67,957 restricted shares billed for December, 1999 services. Under the ~~property and to perform other technical services as needed.~~provisions of Rule 144, the restricted shares may be sold beginning in April 2000. Total ~~billings on the project amounted to approximately $15,000~~amount billed for 1999 was $95,546, of which $17,428 will be received in ~~1997 and $97,000~~cash. A total of $23,793 is included in ~~1996. Terms for providing service are similar to that of unrelated clients and all billings due~~accounts receivable at December 31, ~~1997 have subsequently been received. 1997~~1999. At December 31, 1999, the average bid/asked price for Golden common was $0.225, resulting in a value of shares held and to be received on that date of $180,950.

The ~~Company's~~Company’s Form 10-KSB for ~~1997~~1999 as filed with the Securities and Exchange Commission will serve as the ~~Company's 1997~~Company’s 1999 annual report. The ~~1997~~1999 Form 10-KSB is being mailed to each shareholder along with this proxy statement. ADDITIONAL COPIES OF THE ~~1997~~1999 FORM 10-KSB MAY BE OBTAINED BY WRITING TO THE CORPORATION. ~~1999~~

Proposals of shareholders intended to be presented at the ~~1999~~2001 annual meeting must be received by the Company for inclusion in ~~Management's~~Management’s Proxy Statement by March 31, ~~1999.~~ 2001.

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~~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.

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:

By Order of the Board of Directors ~~JOHN W. WHITNEY ________________________________________~~

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 ~~Atlantis Hotel,~~Reno-Sparks Convention Center, Reno, Nevada, on November ~~19, 1998~~9, 2000 at 10:00 A.M. Pacific time, including any adjournment or adjournments thereof.

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

_______________________________________ ~~______________________________~~ __________________________________

Name	Number of Securities Underlying Options Granted	% of Total Options to Employees in Fiscal Year	Exercise or Base Price	Expiration Date
Dr. John W. Whitney	1,000,000	93%	$0.25	1 year after end of employment

Name	Shares Acquired on Exercise (#)	Value Realized(1)
Dr. John W. Whitney	37,500	$-0-

Name	Number of Securities Underlying Unexercised Options at 12/31/99		Value of Unexercised In-the-Money Options At 12/31/99
Name	Exercisable	Unexercise.	Exercisable	Unexer.
Dr. John W. Whitney	1,162,500	-0-	$ -0- (1)	$ -0-