SUTTON RESOURCES LTD.

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March 1, 1996 News Release

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

Richmond, British Columbia - Jim Sinclair, who is waging a proxy contest against the Management of Sutton Resources Ltd., has together with his wife and special friends commenced a lawsuit against the Company's officers and directors, individually, for exercising their personal, incentive stock options on January 17, 1996 in order to provide Sutton with Cdn $4.5 million cash to meet the Company's ongoing contractual obligations.

Management stated Jim and Barbara Sinclair threatened litigation over a US $10 million financing that was being finalized in December 1995 and this put an end to the negotiations for that financing. The Sinclairs also requisitioned an extraordinary meeting of shareholders on December 15, 1995 to remove all directors except Sinclair. The extraordinary meeting is scheduled for April 11 in Vancouver, British Columbia.

``Jim Sinclair failed to strangle the Company by starving it for cash, so now he is attempting to pillory each of us in Management with allegations that are completely unfair'', said Michael Kenyon, president. ``The facts will show Mr. Sinclair's lawsuit does not reflect a genuine concern for the Company''.

These are the facts:

On January 17, several members of Sutton's Management team exercised their personal incentive options which provided about Cdn $4.5 million to Sutton. The money will be used on the world-class Bulyanhulu gold project in Tanzania where nearly 3.5 million ounces of gold have been identified so far. Management resold the shares they purchased from the Company to major Canadian institutions.

JIM SINCLAIR KNEW OF SUTTON'S FINANCIAL NEEDS, YET HE DECLINED TO HELP THE COMPANY.

Beginning in the summer of 1995, Jim Sinclair was very aware of Sutton's growing need for money to meet the Company's ongoing funding requirements and contractual obligations, especially those financial commitments made to the Tanzanian Government regarding the development of the Bulyanhulu gold concession.

Last August, Mr. Sinclair was appointed to a committee of the Board to seek financing for the Company. However, Sinclair repeatedly declined to participate in the Committee's efforts, citing ``personal commitments''. Before he went on a trip to India in November, Sinclair wrote a letter to Sutton's president, suggesting the Company shut down exploration programs on all of its properties because of its rapidly diminishing cash reserves. Stopping work would risk losing key mining assets, including the world-class Bulyanhulu project where 3.5 million ounces of gold have been outlined so far.

Sutton's officers and directors continued the search for financing.

MANAGEMENT NEGOTIATES MAJOR FINANCING

On December 13, 1995 Jim Sinclair was informed by Management that negotiations were being finalized on a financing for a minimum of US $10 million which had been supported by the Company's entire Board of Directors, including Jim Sinclair and Frank Vogl.

Two days later, Barbara Sinclair requisitioned an extraordinary shareholder meeting to remove all the directors of the Company, except her husband and elect her own slate of nominees.

BARBARA SINCLAIR SELLS SHARES TO STANDARD BANK

The very same day she requisitioned a shareholder meeting, Barbara Sinclair sold 220,000 shares of Sutton Resources at US $9.25 concurrently with a 300,000 share sale by another, unnamed seller. Both of these sales were to Standard Bank London Limited.

Proceeds totalled US $4,810,000, out of which Barbara Sinclair took over US $2 million, personally.

Management is not familiar with Standard Bank. However, the sale of 520,000 Sutton shares was apparently negotiated with the bank's New York office. New York City has been a key focus of Sutton's investor relations efforts directed by Jim Sinclair and his ``Office of the Chairman''.

JIM SINCLAIR THEN TRIES TO STARVE SUTTON OF CASH

On December 21, 1995, Jim Sinclair, acting through his lawyers, attempted to cut off the Company's potential sources of capital. Sinclair did this, only a few days after his wife took US $2 million from the Standard Bank.

MANAGEMENT EXERCISES OPTIONS WHICH PROVIDES FUNDS TO SUTTON

In mid January 1996, several of Sutton's officers and directors exercised their personal incentive stock options on 407,000 shares. The exercise of the options resulted in the Company receiving a cash infusion of approximately Cdn $4.5 million or about US $3.25 million.

It should be noted that the personal options of Sutton's officers were all from previous periods some going back to 1991. The options were all well into money and could have been sold into the market, over time, for the maximum benefit of the optionees. Instead, these options were exercised and the shares were resold to institutions by the optionees at Cdn $14.00 all at once. The sale price was well below Sutton's closing stock price of Cdn $17.25 on the day of the sale.

WHO GAINED FINANCIALLY?

Management exercised their options in order to help out the Company financially by providing it with badly needed cash. In addition, major Canadian institutions have now invested in Sutton Resources for the first time ever.

Barbara Sinclair, on the other hand, got full market price for her shares. None of the proceeds from her sale funded the Company.

SINCLAIR ATTACKS MANAGEMENT

Jim Sinclair then commenced a public relations campaign on February 1 seeking to discredit Management after it contributed millions of dollars to fund ongoing exploration projects. He has ignored his wife's US $2 million sale of Sutton shares to Standard Bank.

SUTTON'S PRESIDENT, MICHAEL KENYON, COMMENTS

``The 520,000 shares sold to Standard Bank on December 15, 1995 by Barbara Sinclair and another seller resulted in one of the largest single days of trading volume in the Company's history.

``It is incredible to me that the Sinclair's can engineer a US $5 million trade of Sutton's shares - from which the Company got nothing and they got US $2,000,000 - and then claim self-righteous indignation when Management exercises their personal options, at small relative profit, with a resulting injection of about Cdn $4.5 million into the Company's treasury.

``At my request, Management optionees put aside their rights to maximize personal profit, exercised early, and resold all at once because they believed it was in the best interests of Sutton and all its shareholders to do so.

``Sutton now has the cash to meet its contractual obligations on its world-class projects thanks to the Company's Management. In the past year, management has added over 2 million ounces of gold at Bulyanhulu and this new money will go towards discovering more. We trust our shareholders will consider these facts and judge Jim Sinclair's words and actions accordingly.

``We intend to defend vigorously against this spurious attack by the Sinclairs and their special friends.''

Internet URL: http://www.info-mine.com/sutton/

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/