SUTTON RESOURCES LTD.

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January 23, 1996 News Release

NASDAQ listed-"STTZF" VSE listed-"STT"

"We had hoped Jim Sinclair would participate in his wife's proxy contest in a more legitimate manner. At the very least, we had assumed we could rely upon Jim Sinclair to tell our shareholders the true and correct facts", stated Michael Kenyon, Suttons president.

According to the Company, Sinclair misstated the following facts in his January 22 letter to Sutton's president:

Sinclair's Statement:

I am a member of Sutton's Option Committee.

Fact:

Mr. Sinclair knows this is untrue.

On December 18, 1995 Mr. Sinclair was removed from all his committee memberships, and as an officer or director of each and every one of the Company's subsidiaries, by the unanimous vote of all directors in attendance at that meeting of Sutton's Board of Directors.

Mr. Sinclair received proper notice of the December 18 directors' meeting, but chose not to participate. Mr. Sinclair received and commented upon the minutes of that meeting. He receives notice and is entitled to attend all Board meetings.

Sinclair's Statement:

The issuance of Incentive Stock Options requires prior notice and shareholder approval.

Fact:

Mr. Sinclair knows this is untrue.

The Board of Directors, including Jim Sinclair and Frank Vogl, approved an Incentive Stock Option Plan. Shareholders of Sutton Resources, including Jim and Barbara Sinclair, voted to approve the Company's Incentive Stock Option Plan at Sutton Resource's Annual General Meetings in June 1994 and again in June 1995.

The Incentive Stock Option Plan gives full power to the option committee to deal with options. No further notice or approval is required to implement the plans provisions.

Jim Sinclair currently holds rights to exercise the largest aggregated amount of outstanding stock options (160,000 shares).

Sinclair's Statement:

Management is Attempting to Entrench Itself with Options.

Fact:

Mr. Sinclair's statement is silly.

Management cannot entrench itself with options.

Options do not have voting rights.

The new options granted to directors and officers are priced at Cdn $17.38 per share. This is higher than current market. For the most part, the options granted simply replace old option positions, some going back years.

All the original options were approved by Jim Sinclair.

Sinclair's Statement:

The option transactions are manipulative and improper.

Fact:

This statement by Mr. Sinclair is also silly.

The options were exercised pursuant to already existing options with the cash going to fund the company. Sales of the shares purchased were completely proper. There were no legal or other impediments to the rights of the optionees.

The new options granted replace old options. They are exercisable at current market prices, that is, at prices higher than the old options. Some old options, deep out of the money, were repriced to current market. All of this was done pursuant to the plan previously approved by Jim and Barbara Sinclair and Sutton's other shareholders.

Sinclair's Statement:

Management is manipulating the corporate machinery to violate shareholders rights.

Fact:

Mr. Sinclair's statement is defamatory.

Management is upholding shareholder rights. On January 5, the Company set an Extraordinary Meeting of Shareholders to be held on April 11. Shareholders will vote on the destiny of Sutton.

Sinclair's Statement:

Management will find it more difficult, if not impossible, to raise new money from the capital markets.

Fact:

Mr. Sinclair is wrong.

Financial Firms and major investors are calling daily with offers to finance Sutton's projects. Interest in Sutton Resources Ltd. has never been stronger.

Major Canadian institutions made a substantial investment in Sutton Resources Ltd. last week, despite Jim Sinclair's attempt to strangle the Company's ability to finance itself.

HERE IS WHAT REALLY HAPPENED:

Fact:
In order to fund ongoing programs at Bulyanhulu, certain officer and directors of Sutton exercised existing option on 407,000 shares. This resulted in the Company receiving a cash infusion of approximately Cdn $4.5 million. The shares were then resold, by private contracts, at a discount from the current market to institutional investors.

The additional funds are being used to finance further development of Sutton's world class Bulyanhulu gold project in Tanzania where nearly 3.5 million ounces of gold has been identified so far.

All of Sutton's shareholders will benefit.

Fact:
Barbara Sinclair profited handsomely from her sale of 220,000 shares on December 15, 1995. Sutton received no funds from that transaction.

Only she benefitted.

"Our shareholders have once again been treated to Jim Sinclair's re-fashioned version of Sutton's history. The truth always comes out. I am confident our shareholders will support Management rather than the Sinclair's self-interest."

Michael Kenyon, President
SUTTON RESOURCES LTD.
205 - 10711 Cambie Road
Richmond, British Columbia
CANADA

Tel: (604) 276-2576
Fax: (604) 278-8837
Internet URL: http://www.info-mine.com/sutton/