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Sutton Action Committee proxy calls for board removal.

NEW YORK--(BUSINESS WIRE)--March 8, 1996--The Sutton Action Committee, led by former chairman of Sutton Resources Ltd. (NASDAQ:STTZF) James Sinclair and T.L. Thomas, today announced that it had issued a proxy circular urging shareholders to vote for removal of the company's existing board, except for Sinclair, in favor of new leadership.

The proxies are to be used at the extraordinary meeting of holders of common shares of Sutton Resources that is to be held on April 11 in Vancouver, British Columbia.

"This is a critical time for Sutton Resources. Decisions over the next several months will determine whether Sutton's world class assets will be effectively developed. The current board of directors and management of Sutton have demonstrated an inability or an unwillingness to take effective action. They have no experience in building or managing an underground mine in Africa and have attempted to manage Sutton's African assets from afar. The time is right for new leadership -- a new management team and board of directors that will take a hands-on approach and develop Sutton's assets to realize the maximum value for shareholders," said James Sinclair.

The proxy states that the current management of Sutton Resources has failed to find enthusiastic joint venture partners with experience in Africa and South America. Such partners are needed to assist in the financing and development of Sutton's gold and nickel properties in Tanzania and Guyana. The company's gold property in Tanzania now qualifies as among the top 10 percent of such properties in the world.

Sinclair added, "In order to carry on business in Africa, you need African experience. I've learned this the only way you can -- by living in Tanzania for two or three months every year since 1989, and becoming part of the Dar es Salaam community where my daughter resides year-round. Both on behalf of Sutton Resources and my family's philanthropic work, I've developed close relationships with the government officials and other leading Tanzanians. But more importantly, I've begun to understand their culture and values.

"On the other hand, the current management of Sutton -- combined -- has barely spent two months on the ground in Tanzania since 1989. It's not enough. It's time for a new, more committed team."

The Sutton Action Committee proposes that Sutton's managers will be required to make a 100 percent commitment to Sutton. They will not be permitted to hold positions in competitors. At the current time, Sutton's senior executives and board members are engaged in a web of inter-relationships that is almost impossible to follow.

"Sutton Resources is my only commitment to a public company. The types of inter-relationships that currently characterize Sutton's management are, if not conflicts of interest, certainly unnecessary distractions. The future is too bright to afford this approach any longer," said Sinclair.

The proxy follows a formal demand letter, issued last month, which called for Sutton's Chief Executive, J. Michael Kenyon, its Chairman, Roman Shklanka, and four other Sutton insiders to turn over to Sutton the approximately CDN $1.2 million profit they made by exercising low-priced stock options and simultaneously reselling Sutton shares to unidentified Canadian institutions on Jan. 18 at below market prices.

Sinclair is a financier, philanthropist, and author. He held senior positions in securities brokerage companies on Wall Street in the 1960s and in the 1970s prior to establishing the Sinclair Group of Companies in 1976. The Sinclair Group of Companies became one of the world's largest precious metals retail brokerage houses, as well as a significant metals research organization. Sinclair's analysis of commodities developments attracted an international media following and a substantial client basis for his firm. He has written numerous articles and books on developments in the metals sector.

CONTACT: Jana Joustra, 212/614-4708

Mitch Stoller, 212/614-5122
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Publication:Business Wire
Date:Mar 8, 1996
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