MATERIAL CHANGE REPORT
1. | Name and Address of Reporting Issuer: | |
Sutcliffe Resources Ltd. ("Sutcliffe") | ||
2. | Date of Material Change: | |
December 30, 2005 | ||
3. | News Release | |
A press release disclosing the details outlined in this Material Change Report was issued by Sutcliffe on December 30, 2005 and disseminated through the facilities of a recognized news service and would have been received by the securities commissions where Sutcliffe is a "reporting issuer" in the normal course of its dissemination. | ||
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4. | Summary of Material Change: | |
On December 30, 2005, Sutcliffe completed the closing of a private placement of: | ||
(a) | 2,444,000 flow-through common shares at a price of $0.40 per share for total gross proceeds of $977,600; and | |
(b) | 437,500 units at a price of $0.40 per unit for total gross proceeds of $175,000, each unit consisting of one common share and one common share purchase warrant, each common share purchase warrant entitling the holder thereof to acquire one common share at a price of $0.60 per share for a period of two years from the closing of the private placement. | |
5. | Full Description of Material Change: | |
On December 30, 2005, Sutcliffe completed the closing of a private placement of: | ||
(a) | 2,444,000 flow-through common shares at a price of $0.40 per share for total gross proceeds of $977,600; and proceeds of $977,600; and | |
(b) | 437,500 units at a price of $0.40 per unit for total gross proceeds of $175,000, each unit consisting of one common share and one common share purchase warrant, each common share purchase warrant entitling the holder thereof to acquire one common share at a price of $0.60 per share for a period of two year from the closing of the private placement. | |
All securities issuable under the private placement are subject to a four month hold period and are subject to restrictions on resale prior to May 1, 2006. | ||
The funds raised will be used for exploration on Sutcliffe's Harrison Lake and Beale Lake properties and for working capital purposes. |
2
In connection with the private placement, Sutcliffe paid a finder's fee in the amount of $61,860 to Carl Jones, an arm's length party. | |
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102: |
Not applicable. | |
7. | Omitted Information: |
Not applicable. | |
8. | Executive Officer: |
The name and business numbers of the executive officer of Sutcliffe who is knowledgeable of the material change and this report is: | |
Laurence Stephenson, President | |
9. | Date of Report:January 8, 2006 |
Copy to: TSX Venture Exchange