MATERIAL CHANGE REPORT
1. | Name and Address of Reporting Issuer: |
Sutcliffe Resources Ltd. ("Sutcliffe") | |
2. | Date of Material Change: |
February 10, 2006 | |
3. | News Release |
A press release disclosing the details outlined in this Material Change Report was issued by Sutcliffe on February 10, 2006 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. | |
4. | Summary of Material Change: |
On February 10, 2006, Sutcliffe announced that it completed a private placement of 4,768,500 units at a price of $0.55 per unit for total gross proceeds of $2,622,675. Each unit consists of one common share and one share purchase warrant which is exercisable to acquire an additional common share at a price of $0.75 per share for a period of two years from the closing of the private placement. | |
5. | Full Description of Material Change: |
On February 10, 2006, Sutcliffe announced that it completed a private placement of 4,768,500 units at a price of $0.55 per unit for total gross proceeds of $2,622,675. Each unit consists of one common share and one share purchase warrant which is exercisable to acquire an additional common share at a price of $0.75 per share for a period of two years 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 June 15, 2006. | |
The funds raised will be used as a reserve for asset acquisition investigation and for general corporate purposes. | |
In connection with the private placement, the Company will pay finder’s fees totaling $50,517 to Blackmont Capital Inc., Carl Jones and Zevtec Canada Inc. | |
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102: |
Not applicable. | |
7. | Omitted Information: |
Not applicable. |
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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:February 10, 2006 |
Copy to: TSX Venture Exchange