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ITRONICS INC.
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Dear Shareholder:
Enclosed is Itronics' 19981999 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 18, 19999, 2000 at 10:00 A.M. Pacific Standard Time at the Reno Sparks Convention && Visitors Authority Center, 4590 South Virginia Street, Reno, Nevada in SouthNorth Meeting Room A-1.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.future ahead. Some of the milestones achieved over the last year include the following:
-       The Company is investing substantial resources inhas continued its corporate marketing program. The results are impressive.program, with impressive results. For the twelve months from October 1, 19981999 through September 30, 1999, 24.82000, 35.5 million shares had traded, compared to 7.924.8 million shares for the twelve months ended September 30, 1998.1999. The share price increased from the $0.20$0.50 range on September 30, 19981999 to a $0.50 range at the present time,
with a high of $1.01$2.01 in February.February and has since declined to the $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 onat September 30, 1999
based on2000 was about the average of the closing bid and asked prices,same as it was $35.8 million, compared to
$9.4 million on September 30, 1998.a year ago at $35 million. The share price has increased by 160%active trading in Itronics shares and the market
capitalization has increased by 281% over the past 12 months. This increaserun up in share price and market capitalization hasthat occurred again produced significant benefits for Itronics shareholders in advancing the company and its businesses.
- Frombusinesses by making it possible to secure additional financing. While the firstrecent price decline has been a big disappointment for all of us, all of the yearmajor 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 October 22, 1999,September 30, 2000 the Company has raised approximately $2.2$4.1 million by completing the 19981999 private placement, a convertible debt offering, and obtaining warrant exercises. More than $600,000About $2.1 million of equipmentthe cash raised has been acquired through
lease financing.used to complete construction of the new 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 February 1998 IMI entered intoearly September we announced a lease, with optionfinancial commitment by a major institutional investor to purchase a 35,000 square foot manufacturing facility on 3.4 acres of landprivately place up to $15 million in Reno/Stead, Nevada. The purchase option price was $1,000,000, payable with a $300,000 down
payment. On March 31, 1999equity capital over the purchase of this facility was completed by payment of
$300,000 in cash and $700,000next three years.
-       In 2000 all of the Company's restricted shares. The property is now
owned "freeGold’n Gro labels were converted to the new Gold’n Gro logo and clear".
- IMI establishedrevised and expanded. We also added 5 new products bringing the number of retail products to 13 and the total number of commercial products to 15. 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 photobyproduct sales and service
department in November 1997 and a fertilizer sales department in April 1998. In 1999 the
photobyproduct sales department was strengthened by adding a photo industry veteran withmajor project that took more than 25 years experience.6 months to complete.
-       In 1999 the fertilizer sales department was strengthened by
adding a fertilizer industry executive with more than 40 years experience2000 we have continued to evaluate our Gold’n Gro marketing strategy and a fertilizer
chemist with more than 10 years experience.
- During the first quarter of 1999 the Company's
wholly-owned subsidiary, Itronics Metallurgical, Inc. (IMI) selected 8have developed an improved understanding of the 15
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, 2000
Page 2
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 it had developed in prior years for general marketing and sales. The labels for these 8 products are being finalized, and Material Safety Data
Sheets (MSDS Sheets) have been prepared for each product. Two base mixes thatinjector systems can be used for formulating 6 of the 8 Gold'n Gro products under license have also been completed,
including labels and MSDS Sheets. The Gold'n Gro line now consists of 10 commercial
products.to enhance plant growth and/or crop output.
-       IMI is implementing a fertilizerits marketing strategy that focuses onby developing "nutrition programs"and marketing "nutrition programs" for specific marketscrops through
established retailers such as Western Farm Services, Inc. These markets are: Turf:, with
Golf Courses aswhich is an established Professional Market retailer and which is a primary focus; Wine Grapes, with California growers as a target market;
and Citrus, with California oranges as an initial market; avocados which are not citrus,
are grownmajor distributor of liquid fertilizer products in the same areaswestern 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 citruswith 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 also be targeted.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'nGold’n Gro fertilizer sales have expanded in 2000, but not at the rates that were initiatedexpected. 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 with several northern Nevada duringturf 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 first half of this year. At September 30, 1999 15 golf courses in
northern Nevada were evaluating or using one or more Gold'n Gro products. Also at
September 30, a total of 5 Gold'nGold’n Gro fertilizer products were being sold underinto 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 WFSGold’n Gro fertilizer injectors as part of our distribution agreement and there were more than 100 customers either trying out or usingwith Western Farm Service. We are also initiating an advertising program for this product in the products
on an ongoing basis. The number of prospective golf customers has almost doubled from 60 a
year ago to more than 115 this year. During the year "up scale" home
applications development was also under way. 
- During the year IMI has been working with a
manufacturer of fertilizer injection systems (fertigation) that are designed to precisely
inject Gold'n Gro liquid products into golf course and farm irrigation systems. There is a
demonstrated market need for a line of products and developed nutrition application
procedures to fulfill the requirements of growers who wish to use fertigation as a
fertilizer application method.market.
-        The new injection systems and Gold'n Gro products and
nutrition programs will work well in this rapidly emerging market. At September 30
proposals totaling more than $200,000 were under consideration by prospective customers.
Two golf courses with installed injector systems were using Gold'n Gro products for full
course fertigation with excellent results.
 
Letter to Shareholders
October 29, 1999
Page 2
- In May of this year, the University of California, Davis begancontinued a test program to determine the effectiveness of 4 of the Gold'n Gro fertilizers on wine grapes. The willingnessprogram was expanded this year. The test started in mid-July this year due to illness of the U.C. Davis faculty to test our products
is significant because U.C. Davis isprofessor in charge of the "recognized" academic authority inproject, therefore the California wine industry.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, and so the market potential is enormousvery good if the tests prove successful.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 has
offeredagreed 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, has agreed to workis working with IMI and the grower in developingconducting the program. Planning is underway to initiate this program in
February 2000.
-        This yearIn September the Company has added two consultants who
were instrumental in successfully implementingcompleted installation and implementation of an operating and information infrastructure system atsystem. We now have a large California wine producer. They are assisting in implementing an
operatingcomputer communication and information infrastructuremanagement system forthat 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 Company. The significance of
adding these two people tobusiness much more effectively as we move into the management team is that the process of managing wine
production and distribution has many similarities to the process of managing liquid
fertilizer production and distribution.future.
-        We have begun to targetThis 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 expand photoservice sales and the photo material
supply neededdate due to expand fertilizer sales. Our sales staff has been working with a number
of potential large customers for photoservice sales, and I believe we will achieve a near
term 30% to 50% volume increase from these efforts.
- In March 1998 the Reno Planning Commission approved
the Special Use Permit for the Stead Manufacturing Facility. The first building permit
application was filed in October 1998. After the permit application was filed, a number of
changes occurred which delayed the moveuncertainties relating to the new facility and its start-up. Among these
were a requirement to design a truly commercial scale operating plant to replace the
existing pilot plant operation, hiring of an engineering firm to prepare needed drawings,
new building code issued in March of this year, new fire code issued in July of this year,
and new Federal EPA "heavy metal" standards which became public in June of this
year. All of these new rules made it impossible for management to control the process of
moving forward on a predictable time line. The regulatory authorities became the
controllers of forward progress, which was both frustrating and costly.
- Ason-going financing of the date of this letter, I am happy to report
that all building permits needed for occupancy are in place and we have received approval
to begin a staged start up of the new plant. We now have a properly engineered and
professionally constructed plant that is sized to support a large commercial scale of
operation. This is the first commercial scale plant of its type to be built anywhere in
the world and you as shareholders should be very proud of this achievement. The new plant
will be fully operational in time to meet the spring fertilizer sales season beginning in
late January 2000.company.
- In mid-May, 1998 Region VI of the Federal EPA
Officially recognized Itronics and its "Beneficial Use Recycling Program" at a
Conference in San Diego, CA. This was the first public recognition for Itronics from an
agency of the Federal Government. This year Itronics was invited to present its story at 4
regional investor conferences that were co-sponsored by the Federal EPA. Itronics was the
only company that was invited to present its story at all 4 conferences. Recently Itronics
was encouraged to participate in a 5th regional conference to be held in Boston in
January. Companies invited to present their stories at these conferences are carefully
screened and are considered by the sponsoring boards to be early stage recycling companies
suitable for investors who have the capacity to make higher risk investments in companies
that are just getting established.
-        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
Letter to Shareholders
October 20, 2000
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 continued to present Itronics at
national conferences.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 had a boothdeclared the plant fully operational at the 75th Photo Marketing Association annual
conventionend 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 Las Vegasthe new plant than it was in March.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 also hadplan to continue these presentations on a boothquarterly 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 National Marketplace forUniversity of Nevada Reno. This is quite an honor and reflects not only my efforts over many years, but also the Environment conference in Anaheim, CAteamwork 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 brings together more than 4,000 government
purchasinghas developed and contract officers and other environmental buyers and decision-makers. It is
the largest conference and trade show in the country dedicated to the procurement of
environmentally preferable products by government and business.
- During the past year the regulatory climate continued
to tighten for the photographic industry. Clean water is now operating unique technology that cleans up a major nationalserious global environmental problem and international issue. It is clearproduces a line of fertilizer products that pressure is continuing to build to prevent pollution
of natural waters by disposal of chemicals into them. People's concern for clean water at
the community level is continuing to push tighter controls over industrial discharges into
municipal publicly owned treatment works (sewer plants).
In my 1998 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 refocus the
Gold'n Gro product introduction effort with WFS again in 1999, even so, it has been
possible to modestly improve 1999 sales over 1998.
Once the start up is completed we will be able to
rapidly expand sales of both photobyproduct services and Gold'n Growork better than established fertilizer products. A
backlog of new customers has been lined up for the photo services and the market
development effort underway with WFS will be expanded next year to include Oregon,
Washington, Idaho and Hawaii. We will also begin targeted advertising for the Gold'n Gro
products.
 
Letter to Shareholders
October 29, 1999
Page 3
In the photographic sector, digital technologies continue to develop but it is apparent that conventional film based photography is continuing to grow. DuringSome of the year,new dot Com digital imaging companies are generating photographic waste due to the financial press has continuedincreasing use of silver halide based photographic paper for making high quality photographic prints. We expect this new source of liquid photographic waste to toutgrow rapidly over the benefits of digital photography, and some writers have even forecast the demise of film
based photography altogether.next several years. Our longer term view is that digital photography will increase in popularity, but will complement, rather than eliminate, film photography. The basis for
this view is that the Silver Institute reports increasing silver usage in the photographic industry Kodak film sales areis still increasing and the world's three dominant film
manufacturers have all builtsales of photo film and paper manufacturing plants, each costing hundreds of
millions of dollars, in recent years. The other factorconventional cameras including the small returnable cameras is that ofstill 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 has been weaker in 1999, but2000, which is expectedcounter to continue to strengthen again next year due to the continuing imbalance between
mine supply and demand that is being filledforecasts by drawdown of existing surface inventories.
Itronics' silver output and silver sales are down somewhat in 1999. In June of this year
IMI re-introduced its 5 ounce "Silver Nevada Miner" bars which are a Nevada
souvenir item. We believe that this is the only 5 ounce silver bar being produced in the
United States and are expecting sales of this unique silver bar to expand significantly
during the coming year.market analysts. We are anticipating renewed growth inpositioned to benefit if silver output inprices increase, but we are operating the coming
year. Nowbusiness with the expectation that the refining operations are being movedsilver prices will remain at or near current depressed levels.
Letter to Shareholders
October 20, 2000
Page 5
This year we did some laboratory work related to the new facility it will be
possiblethiomet process for recovering silver and gold from ore, but due to expand the application of the silver refining operations to additional
photographic materials and to start larger scale test work on processing of mine generated
materials in the coming year.
Earlier this year Itronics announced that Whitney &
Whitney, Inc. will begin development of a silver-golddepressed mining recovery process that may be
able to replace cyanide in certain types of ore deposits. This year the gold market has
strengthened andindustry conditions, we expect prices to continue to increase off of the historic lows seen
earlier in the year. Strengthening of gold and silver prices combined with on-going
tightening of environmental regulation continues to enhance the future potential for this
new technology. Our timing for beginningare deferring major work on this new technologyproject 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 us the opportunity to evaluate the feasibility of using distillation to concentrate it 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 be sound. our business.
The market for mining consulting services strengthenedwas flat during the year with three on-going projects and two projects expanding and a new client with two on-going development
projects being brought in. The Whitney & Whitney, Inc. technical services group was
moved into its own office and has succeeded in expanding sales this year. The group now
has 4 projects in handthe photography field and for next year and expects to substantially expand technical service
salesheavy metal removal problem solving in the coming year.plating industry. Whitney && Whitney, Inc. has been developing and applying "state"state of the art"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 expected to open manyopening up new opportunities for Whitney && Whitney technical services
overservices.
Probably the coming years.
Overall,biggest achievement we believe that duringhave made to date was to get the past 12 monthsnew Stead manufacturing plant finished and operational. The Stead plant is the scopeonly one of Itronics technologyits kind in the world and it is now demonstrating the ability to produce clean fertilizer products has been expandedon 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, significant 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 want to thank each and every one of you for your past and continuing support. Together, I believe we can achieve great success!!
 Sincerely,
Sincerely,
/S/ DR. JOHN W. WHITNEY
Dr. John W. Whitney
Dr. John W. WhitneyPresident
President
October 29, 199920, 2000
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.
 
 
The statements in this news release 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 risk and uncertainties. Actual
results may differ materially.
 
 
IMPORTANT NOTE:
ITRONICS INC. IS NOT CURRENTLY SUBJECT TO THE PROXY SOLICITATION RULES OF THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, WHILE THIS PROXY STATEMENT GENERALLY FOLLOWS THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, THIS PROXY STATEMENT DOES NOT NECESSARILY PROVIDE THE SAME INFORMATION REQUIRED TO BE DISCLOSED UNDER THE PROXY SOLICITATION RULES AND REGULATIONS. IN ADDITION THIS PROXY STATEMENT HAS NOT BEEN REVIEWED BY THE SECURITIES AND EXCHANGE COMMISSION WHICH MAY HAVE BEEN REQUIRED IF ITRONICS INC. WAS SUBJECT TO THE PROXY SOLICITATION RULES.
 
 
ITRONICS INC.
6490 So. McCarran Blvd., Bldg. C-23
Reno, Nevada 89509
(702) 689-7696
________________________________
PROXY STATEMENT
Annual Meeting of Shareholders
November 18, 19999, 2000
_______________________________
 
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’sCompany’s Board of Directors for use at the Annual Meeting to be held at the Reno-Sparks Convention Center, Reno, Nevada on November 18, 19999, 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 November 2, 1999.October 23, 2000.
The Board of Directors of the Company has selected October 15, 19992, 2000 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. A total of 69,654,19074,201,126 shares of the Company’sCompany’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’sCompany’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’sCompany’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 15, 1999,2, 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
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)
14,317,459(3)
1,200,000
15,517,459
21.90
Richard J. Cavell  
       1013 No. Marshall Dr. Camano Island, WA
5,158,627
-
5,158,627
7.41
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
(1) Director
(2) Officer
(3) Includes 95,136100,136 shares owned by or to be issued to John B. Whitney, Dr. John W. Whitney's minor son, and 71,63272,768 shares owned by Maureen E. Whitney, Dr. Whitney's wife
(4) Dr. Whitney’s warrants for 200,000 shares, issued in
connection with the 1998 Private Placement under the same terms offered other investors,
are priced at $0.40 per share and expire on September 30, 2000. Dr. Whitney's option for 1,000,000 shares is at $0.25 per share.
(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 15, 1999,2, 2000, certain information, with respect to director and executive officer ownership of common stock in the Company:
2

Amount and
    Nature of Beneficial Ownership
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)
14,317,459(5)
1,200,000
15,517,459
21.90
Paul H. Durckel    
    1511 Main St Gardnerville, NV. 89410(3)
208,500
-
208,500
.30
Alan C. Lewin
           P.O. Box 10725   Reno, Nv 89510(3)
177,500
50,000
227,500
.33
All directors and executive
    officers as a group (5 persons)
17,065,239
1,290,000
18,355,239
25.87
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) Of the above options and warrants, 50,000 are at $0.10 per share, 240,00040,000 are at $0.25 per share for the first year and $0.40 per share, for the second year,
from the date of grant, respectively, and 1,000,000 are at $0.25 per share.
(2) The percent of class is based on the sum of 69,654,19074,201,126 shares outstanding or to be issued as of October 15, 19992, 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 15, 1999.2, 2000.
(3) Director
(4) Officer
(5) Includes 95,136100,136 shares owned by or to be issued to John B. Whitney, Dr. John W. Whitney's minor son, and 71,63272,768 shares owned by Maureen B. 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’sCompany’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

 
Name
Age(As of 10/15/99)2/00)
Position
Position Held Since
Dr. John W. Whitney
5354
President/Treasurer Director
May 1988
Paul H. Durckel
8283
Director
September 1995
Alan C. Lewin
5354
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
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&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.will become 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 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.
4
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:
Name
Age(As of 10/15/99)2/00)
Position
Position Held Since
Gregory S. Skinner
4546
Secretary
December 1990
Duane H. Rasmussen
6869
Vice President, Itronics Vice President and General Manager-IMI
November 1997 May 1994
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, 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.&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, 19981999 exceeded $100,000:
Annual Compensation
Long Term Compensation
Name and Principal Position
Calendar Year
Salary
Bonus
Securities Underlying Options (#)
Dr. John W. Whitney: President, Treasurer and Director
1999
1998  
1997  1996
$111,709 
  $129,534
  $111,709
$ 97,000 $ 96,547
$-0-    $-0-
       $-0-
$-0-  
$-0-  
1,000,000
-0-
-0-
5
1) As of December 31, 1997, 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 granted options to convert up to $250,000 in unpaid salary at $0.10 per share, for a total of 2,500,000 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 options were to expire in February 1997, but were extended to six months after all the Company and subsidiaries’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’sWhitney’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, 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’sCompany’s 1998 Private Placement, Tranche One. As ofOn December 31, 199830, 1999 Dr. Whitney has $11,750 in unpaid salary and warrants, expiring September 30, 2000, for 200,000exercised his right to purchase 37,500 shares of common stock at $0.25 per share for the first year and $0.40 per share for the second
year, after September 30, 1998, respectively.share. 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.
5
2) During the three years ended in 1998,1999, 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 85% of 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 $547, for 1998, 1997, and 1996, respectively, representing the value assigned to the stock as issued.
Option Grants in Last Fiscal Year
None. 
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
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year EndYear-End Option
Values
Options Exercised:
Name
Shares
    Acquired on Exercise (#)
Value
    Realized(1)
Dr. John W. Whitney 
1,207,620
$-0-
Name
Shares Acquired on Exercise (#)
Value Realized(1)
Dr. John W. Whitney 
37,500
$-0-
(1)  The optionswarrants exercised were at $0.10$0.40 per share and the offering price of
restricted stock to non-employees on the exercise date was $0.10. Consequently, no value
was realized.share. If value realized was based on the highaverage of the closing bid and ask prices on the exercise date, the value realized would have been $132,838. The securities received,$11,813. However, the common stock of the Company,
arereceived 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’sCompany’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 Underlying Unexercised Options at 12/31/98
Value
    of Unexercised In-the-Money Options At 12/31/98
Name
Exercisable
Unexercisable
Exercisable
Unexercisable.
Dr. John W. Whitney
200,000
-
$ -0- (1)
$ -0-
Name
Number of Securities Underlying Unexercised Options at 12/31/99
Value of Unexercised In-the-Money Options At 12/31/99
Exercisable
Unexercise.
Exercisable
Unexer.
Dr. John W. Whitney
1,162,500
-0-
$ -0- (1)
$ -0-
(1) The warrants are at $0.25 per share and the offering price of
restricted stock to non-employees in 1998 was $0.125. Consequently, no value would be
realized. If value realized was based on the highaverage of the closing bid as ofand ask prices on December 31, 1998,1999, the value realized would have been $-0-.$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’sCompany’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-.
6
Board Committees
The Board of Directors has no specific committees.
Attendance at Meetings
During the twelve month period ended December 31, 1998,1999, the Board of Directors held sevenfour 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’sCompany’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.
19983. After approval from the Company's Board of Directors, in March 1999 the Company's subsidiary, W&W, 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&W 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. 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, 1999 W&W 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 provisions of Rule 144, the restricted shares may be sold beginning in April 2000. Total amount billed for 1999 was $95,546, of which $17,428 will be received in cash. A total of $23,793 is included in accounts receivable at December 31, 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.
1999 ANNUAL REPORT
The Company’sCompany’s Form 10-KSB for 19981999 as filed with the Securities and Exchange Commission will serve as the Company’s 1998Company’s 1999 annual report. The 19981999 Form 10-KSB is being mailed to each shareholder along with this proxy statement. ADDITIONAL COPIES OF THE 19981999 FORM 10-KSB MAY BE OBTAINED BY WRITING TO THE CORPORATION.
20002001 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 20002001 annual meeting must be received by the Company for inclusion in Management’sManagement’s Proxy Statement by March 31, 2000.2001.
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’sCompany’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.
7
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
___________________________________ 
October 29, 199911, 2000                                                            John W. Whitney, President and Treasurer
7
 

ITRONICS INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 18, 19999, 2000
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, Reno, Nevada, on November 18, 19999, 2000 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""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