6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2006

Commission File Number: 000-51570

SUTCLIFFE RESOURCES LTD.
(Translation of registrant's name into English)

420-625 Howe Street, Vancouver
British Columbia, Canada V6C 2T6
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

x Form 20-F   ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

SUBMITTED HEREWITH

Exhibits

99.1	Press Release dated February 10, 2006
99.2	Material Change Report dated January 8, 2006
99.3	Press Release dated January 23, 2006
99.4	Press Release dated January 16, 2006
99.5	Press Release dated January 13, 2006
99.6	Press Release dated January 12, 2006
99.7	Form of Proxy dated January 30, 2006
99.8	Form of Proxy for annual meeting to be held on January 30, 2006
99.9	Information Circular dated December 30, 2006
99.10	Notice of Annual Meeting dated January 30, 2006

99.11	Supplemental Mail Card
99.12	Press Release dated January 5, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Sutcliffe Resources Ltd.
	(Registrant)
Date: February 17, 2006	By:	/s/ Laurence Stephenson
		Laurence Stephenson
	Title:	Chairman, President & CEO

EX-99.1

Press Release SR #06-06

February 10, 2006

PRIVATE PLACEMENT UNIT FINANCING COMPLETED

Sutcliffe Resources Ltd. (the “Company”) announces that it has completed the private placement unit financing originally announced on January 13, 2006 and amended on January 16, 2006 and again on January 23, 2006. A total of 4,768,500 units were sold 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.

On behalf of the Board of Directors

“Laurence Stephenson”

Laurence Stephenson,
President

Forward-looking statements - statements included in this news release that are not historical facts may be considered "forward-looking statements". All estimates and statements that describe the Company's objectives, goals or future plans are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties where actual results could differ materially from those currently anticipated.

     The TSX Venture Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this release.

     420-625 Howe Street, Vancouver, British Columbia CANADA V6C 2T6
Tel.: 604.608.0223 • Fax: 604.608.0344 • North America Toll-free: 1.877.233.2244

EX-99.2

MATERIAL CHANGE REPORT

1.	Name and Address of Reporting Issuer:
	Sutcliffe Resources Ltd. ("Sutcliffe") 420, 625 Howe Street Vancouver, B.C. V6C 2T6
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.
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.

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	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 Telephone: (604) 608-0223 Facsimile: (604) 608-0344
9.	Date of Report: January 8, 2006

Copy to: TSX Venture Exchange

EX-99.3

Press Release SR #05-06

January 23, 2006

AMENDMENT OF PRIVATE PLACEMENT UNIT FINANCING

Sutcliffe Resources Ltd. (the “Company”) announces that its private placement unit financing originally announced on January 13, 2006 and amended on January 16, 2006, will be increased up to 4,610,000 units at $0.55 per unit and will raise up to $2,535,500. All other terms and conditions shall remain the same.

On behalf of the Board of Directors

“Laurence Stephenson”

Laurence Stephenson,
President

Forward-looking statements - statements included in this news release that are not historical facts may be considered "forward-looking statements". All estimates and statements that describe the Company's objectives, goals or future plans are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties where actual results could differ materially from those currently anticipated.

     The TSX Venture Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this release.

      420-625 Howe Street, Vancouver, British Columbia CANADA V6C 2T6
Tel.: 604.608.0223 • Fax: 604.608.0344 • North America Toll-free: 1.877.233.2244

EX-99.4

Press Release SR #04-06

January 16, 2006

AMENDMENT OF PRIVATE PLACEMENT FINANCING

Sutcliffe Resources Ltd. (the “Company”) announces that its private placement originally announced on January 13, 2006, will be increased up to 3,000,000 units at $0.55 per unit and will raise up to $1,650,000. All other terms and conditions shall remain the same.

On behalf of the Board of Directors

“Laurence Stephenson”

Laurence Stephenson,
President

Forward-looking statements - statements included in this news release that are not historical facts may be considered "forward-looking statements". All estimates and statements that describe the Company's objectives, goals or future plans are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties where actual results could differ materially from those currently anticipated.

     The TSX Venture Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this release.

     420-625 Howe Street, Vancouver, British Columbia CANADA V6C 2T6
Tel.: 604.608.0223 • Fax: 604.608.0344 • North America Toll-free: 1.877.233.2244

EX-99.5

Press Release SR #03-06

January 13, 2006

PRIVATE PLACEMENT UNIT FINANCING

Sutcliffe Resources Ltd. (the “Company”) announces a private placement of 2,527,500 units at $0.55 per unit to raise $1,390,125. Each unit will consist of one common share and one share purchase warrant. Each share purchase warrant will entitle the warrant holder to purchase an additional share at $0.75 per share for a period of two years from closing.

The funds raised will be used for general corporate purposes.

Finders fees will be paid, where applicable, commensurate with TSX Venture Exchange policies.

The Company is also proposing to grant options to acquire a total of 1,250,000 shares at an exercise price of $0.60 per share to directors, officers and consultants. These options will be granted according to the terms of the Stock Option Plan approved by disinterested shareholders at the last general meeting of the Company held on December 17, 2004.

On behalf of the Board of Directors

“Laurence Stephenson”

Laurence Stephenson,
President

Forward-looking statements - statements included in this news release that are not historical facts may be considered "forward-looking statements". All estimates and statements that describe the Company's objectives, goals or future plans are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties where actual results could differ materially from those currently anticipated.

     The TSX Venture Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this release.

      420-625 Howe Street, Vancouver, British Columbia CANADA V6C 2T6
Tel.: 604.608.0223 • Fax: 604.608.0344 • North America Toll-free: 1.877.233.2244

EX-99.6

Press Release SR #11-05
Steve Johnston
steve@sutclifferesources.com
Toll free 1-877-233-2244

January 12, 2006

Sutcliffe Resources Ltd. (SR – TSX.V) is pleased to report that it has entered into an exclusive arrangement with Chukot Gold Ltd. to acquire that company’s rights in respect of tenders for four mineral properties in the Chukotka Autonomous Region of the Russian Federation.

Chukotka is an autonomous Okrug, or region, located in northeast Russia. It is considered very prospective for gold mineralization and has been the subject of increasing interest to North American mining companies since it began a rebuilding process under the direction of its current Governor, Roman Abramovich, approximately five years ago. The government’s financial commitment to both infrastructure and capital budget during that period has been reported at US$1,000,000,000. Governor Abramovich has recently been re-appointed for a further five year term by Russian President Vladamir Putin, and the government’s financial commitment during the current term is expected to be another US$1,000,000,000.

The Russian government’s investment in Chukotka opened up the area for mineral exploration and development, and results from exploration carried on many years ago, during Soviet times, have identified many prospective acquisition targets. The best known project is Bema Gold Corporation’s “Kupol” gold and silver property. During December, 2002, Bema Gold Corporation announced that it had completed the terms of a definitive agreement with the Government of Chukotka to acquire up to a 75% interest in the “Kupol” property. On June 3, 2005, Bema announced that the results of its Kupol feasibility study indicated that development of the Kupol project, in which the Chukotka Government is a 25% stakeholder, would be technically and economically feasible. Bema reported that it contemplated the simultaneous commencement of open pit and underground mining, and that the mine is expected to produce an average of approximately 550,000 ounces of gold per year (100% basis) at an operating cash cost of $47 per ounce and a total cash cost of $88 per ounce for a minimum of 6.5 years (using silver at an assumed price of $5.75 per ounce as a credit against operating costs).

Chukot Gold Ltd., a Russian corporation, has submitted tenders to the Chukotka Government to acquire a 75% interest in one or more of four mineral properties in Chukotka and one mineral property in Yakutsk. Those tenders have been accepted by the government as being in proper form, thereby qualifying Chukot Gold to proceed to the so-called “auction” stage, during which it will compete with other tendering companies which have also qualified to determine which company succeeds in acquiring the exploration and exploitation rights to each property. Chukot Gold does not have the financial resources required to proceed through that auction process. Sutcliffe has therefore paid US$50,000 to Chukot Gold to secure the right, at its option, to either take an assignment of those property rights or to acquire the shares of Chukot Gold when and if

      420-625 Howe Street, Vancouver, British Columbia CANADA V6C 2T6
Tel.: 604.608.0223 • Fax: 604.608.0344 • North America Toll-free: 1.877.233.2244

one or more of the subject tenders is accepted by the Russian government. That payment will serve to reimburse Chukot Gold for certain of its out-of-pocket expense to date and cover some of its initial expenses of the auction process. It is Sutcliffe’s intention to proceed to the next stage with Chukot Gold at such time, if any, as Chukot Gold acquires the rights to one or more of the mineral properties in respect of which it has tendered. The consideration and other terms for any such acquisition will be dependent on the characteristics of any property or properties in which an interest is ultimately acquired by Chukot Gold.

On behalf of the board of directors,

“Laurence Stephenson”

Laurence Stephenson P.Eng, MBA
President

For further information please visit our website www.sutclifferesources.com or contact L. Stephenson at 604-608-0223 or Steve Johnston at toll free 1-877-233-2244.

The TSX Venture Exchange has neither approved nor disapproved of the information contained herein. The statements that are not historical facts are forward-looking statements involving known and unknown risk factors and uncertainties which may cause actual results to vary considerably from these statements.

      420-625 Howe Street, Vancouver, British Columbia CANADA V6C 2T6
Tel.: 604.608.0223 • Fax: 604.608.0344 • North America Toll-free: 1.877.233.2244

EX-99.7

EX-99.8

SUTCLIFFE RESOURCES LTD.

FORM OF PROXY

Solicited by Management for the Annual Meeting to be held on January 30, 2006

     I, __________________________ of __________________________, being a shareholder of Sutcliffe Resources Ltd., hereby appoint Laurence Stephenson our President of White Rock, British Columbia, or, failing him, Glen J. Indra, one of our directors of Vancouver, British Columbia, or, instead of either of the foregoing, __________________________ of __________________________, as my proxy, with full power of substitution, to attend and act and vote for me and on my behalf at the annual meeting of the shareholders of Sutcliffe Resources Ltd. to be held on January 30, 2006 and at any adjournment thereof and at every poll that may take place in consequence thereof. Without limiting the general powers conferred, I hereby direct the said proxy to vote the shares represented by this proxy as follows, on the following matters, namely:

1.	FOR [ ] or AGAINST [ ] the resolution fixing the number of directors to be elected at the meeting at four (4) members;
2.	FOR [ ] or WITHHOLD FROM VOTING FOR [ ] the election as directors for the ensuing year of the three (3) nominees proposed by management in our information circular – proxy statement dated December 30, 2005;
3.	FOR [ ] or WITHHOLD FROM VOTING FOR [ ] the appointment of Gordon K.W. Gee Ltd., Chartered Accountants, as our auditors and to authorize the directors to fix their remuneration as such; and
4.	At the discretion of the said proxy upon any amendment or variation of the above matters or any other matter that may properly be brought before the meeting or any adjournment thereof in such manner as such proxy in his sole judgment may determine.
	I hereby revoke any proxies heretofore given.

Your shares will be voted as directed in the boxes provided above or, if no direction is given, be voted in favour of each of the above matters. You have the right to appoint a person, who need not be a shareholder, to attend and to act for you at the meeting, other than the persons designated above. To exercise such right, the names of the persons designated by management should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

This solicitation is made on behalf of our management.
DATED this _______________ day of _______________, 2006.
	_________________________________
	Signature of shareholder
	_________________________________
	Name of shareholder (please print)

2

NOTES:
1.	If you are a corporation, your corporate seal must be affixed or this form of proxy must be signed by a duly authorized officer or attorney of the corporation.
2.	If you are executors, administrators, trustees, etc. you should indicate your capacity.
3.	This form of proxy must be dated and the signature of the proxy should be exactly the same as the name in which the shares are registered.
4.	This proxy will not be valid and will not be acted upon or voted unless it is signed and dated and delivered to the attention of our President, c/o Computershare Trust Company of Canada, 510 Burrard Street, 2nd Floor, Vancouver, British Columbia V6C 3B9, not less than 24 hours before the time for holding the meeting or any adjournment thereof.

EX-99.9

SUTCLIFFE RESOURCES LTD.

Information Circular - Proxy Statement
for the Annual Meeting to be held on January 30, 2006

PROXIES

Solicitation of Proxies

     This information circular-proxy statement is furnished in connection with the solicitation of proxies for use at our annual meeting of shareholders to be held at 10:00 a.m. (Vancouver time) on Monday, January 30, 2006 in the Board Room at 420, 625 Howe Street, Vancouver, British Columbia, and at any adjournment thereof. Forms of proxy must be addressed to and reach our President, c/o Computershare Trust Company of Canada, 510 Burrard Street, 2^nd Floor, Vancouver, British Columbia V6C 3B9, not less than 24 hours before the time for holding the meeting or any adjournment thereof. Only shareholders of record at the close of business on December 30, 2005 will be entitled to vote at the meeting, unless that shareholder has transferred any shares subsequent to that date and the transferee shareholder, not later than 10 days before the meeting, establishes ownership of the shares and demands that the transferee’s name be included on the list of shareholders.

     The form appointing a proxy must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation.

     The persons named in the enclosed form of proxy are our officers or directors. As a shareholder you have the right to appoint a person, who need not be a shareholder, to represent you at the meeting. To exercise this right you should insert the name of the desired representative in the blank space provided on the form of proxy and strike out the other names or submit another appropriate proxy.

Advice to Beneficial Holders of Common Shares

     The information set forth in this section is of significant importance to you if you do not hold your common shares in your own name. Only proxies deposited by shareholders whose names appear on our records as the registered holders of common shares can be recognized and acted upon at the meeting. If common shares are listed in your account statement provided by your broker, then in almost all cases those common shares will not be registered in your name on our records. Such common shares will likely be registered under the name of your broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities Limited, which acts as nominees for many Canadian brokerage firms. Common shares held by your broker or their nominee can only be voted upon your instructions. Without specific instructions, your broker or their nominee is prohibited from voting your shares.

     Applicable regulatory policy requires your broker to seek voting instructions from you in advance of the meeting. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your shares are voted at the meeting. Often, the form of proxy supplied by your broker is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to the ADP Investor Communications ("ADP"). ADP mails a scannable voting instruction form in lieu of the form of proxy. You are asked to complete and return the voting instruction form to them by mail or facsimile. Alternately, you can call their toll-free telephone number to vote your shares. They then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of shares to be represented at the meeting. If you receive a voting instruction form from ADP it cannot be used as a proxy to vote shares directly at the meeting as the proxy must be returned to ADP well in advance of the meeting in order to have the shares voted.

2

Revocability of Proxy

     You may revoke your proxy at any time prior to a vote. If you or the person you give your proxy attends personally at the meeting you or such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation. To be effective the instrument in writing must be deposited either at our head office at any time up to and including the last business day before the day of the meeting, or any adjournment thereof, at which the proxy is to be used, or with the chairman of the meeting on the day of the meeting, or any adjournment thereof.

Persons Making the Solicitation

     This solicitation is made on behalf of our management. We will bear the costs incurred in the preparation and mailing of the form of proxy, notice of annual meeting and this information circular - proxy statement. In addition to mailing forms of proxy, proxies may be solicited by personal interviews, or by other means of communication, by our directors, officers and employees who will not be remunerated therefor.

Exercise of Discretion by Proxy

     The common shares represented by proxy in favour of management nominees will be voted on any poll at the meeting. Where you specify a choice with respect to any matter to be acted upon the shares will be voted on any poll in accordance with the specification so made. If you do not provide instructions your shares will be voted in favour of the matters to be acted upon as set out in the form of proxy. The persons appointed under the form of proxy which we have furnished are conferred with discretionary authority with respect to amendments or variations of those matters specified in the form of proxy and notice of annual meeting and with respect to any other matters which may properly be brought before the meeting or any adjournment thereof. At the time of printing this information circular - proxy statement, we know of no such amendment, variation or other matter.

Supplemental Mailing List

     Under National Instrument 51-102, adopted by the Canadian Securities Administrators, a securityholder who wishes to receive interim financial statements from us must deliver a written request for such material to us, together with a signed statement that the securityholder is the owner of securities (other than debt instruments). As a result, if you wish to receive our interim financial statements, you are encouraged to complete and return the enclosed form in order to be added to our supplemental mailing list.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

     We are authorized to issue an unlimited number of common shares without nominal or par value which may be issued for such consideration as may be determined by resolution of the board of directors. As at December 30, 2005, there were 28,191,625 common shares issued and outstanding. As a holder of common shares you are entitled to one vote for each share you own. A quorum for the transaction of business at the meeting is at least a person or persons present in person holding or representing in the aggregate not less than 5% of the common shares entitled to be voted at the meeting.

     To the knowledge of our directors and officers, as at December 30, 2005 no person or company beneficially owns, directly or indirectly, or exercises control or direction over, 10% or more of the common shares.

     As at December 30, 2005, our directors and officers, as a group, beneficially owned, directly or indirectly, or exercised control over 3,612,000 common shares or approximately 12.8% of the issued and outstanding common shares.

3

MATTERS TO BE ACTED UPON AT THE MEETING

Election of Directors

     At the meeting, shareholders will be asked to fix the number of directors to be elected at the meeting at four (4) members and to elect three (3) directors to serve until the next annual meeting, or until their respective successors have been elected or appointed.

     Management is soliciting proxies, in the accompanying form of proxy, for an ordinary resolution in favour of fixing the board of directors at four (4) members, and in favour of the election as directors of the three (3) nominees set forth below:

                              Laurence Stephenson
                              Glen J. Indra
                              Robert Maddigan

     In the event that a vacancy among such nominees occurs because of death or for any reason prior to the meeting, the proxy shall not be voted with respect to such vacancy.

     The persons named above are all presently directors and have served continuously as such since the date they first became directors as set forth below.

     The names and municipalities of residence of all of the persons nominated for election as directors, the approximate number of common shares beneficially owned, directly or indirectly, or over which control or direction is exercised, by each of them, the dates on which they became directors, and their principal occupations, as of December 30, 2005, are as set forth below.

	Number of Common	Offices Held
Name, Province and	Shares Beneficially	and Time as
Country of Residence	Owned or Controlled	Director	Principal Occupation
Laurence Stephenson (1)	1,347,000	President and	President and Director of Sutcliffe
British Columbia, Canada		Director since	since March 1, 2001 and President of
		March 1, 2001	Geofin Inc. geological and financial
			consultants, since July 1985.
Glen J. Indra(1)	1,255,000	Director since	President and Chief Executive Officer
British Columbia, Canada		June 4, 1996	of Starfield Resources, a TSX Venture
			Exchange listed company, which is
			currently developing a base and
			precious metal resource in Nunavut
			Territory, Canada since November
			1997 and President of Floralynn
			Investments Ltd., a private investment
			company, since February, 1992.
Robert Maddigan (1)		990,000 Director since	Project Manager for Ferguson Simek
Alberta, Canada		August 20,	Clark Architects & Engineers since
		1996	July, 1996.

Notes:

(1)	Member of the Audit Committee.
(2)	The Company does not have an Executive Committee.

        The information as to voting securities beneficially owned, directly or indirectly, is based upon information furnished to us by the nominees.

4

Appointment of Auditors

     Management is soliciting proxies, in the accompanying form of proxy, in favour of the appointment of the firm of Gordon K. W. Gee Ltd., Chartered Accountants, Vancouver, British Columbia as our auditors, to hold office until the next annual meeting of the shareholders and to authorize the directors to fix their remuneration as such.

EXECUTIVE COMPENSATION

Compensation of Named Executive Officers

     The following compensation information relates to amounts paid to our President. This individual is referred to as the "Named Executive Officer". None of our other executive officers received a salary and bonus exceeding, in the aggregate, $150,000 during the fiscal year ended December 31, 2004.

					Long-term
		Annual Compensation			Compensation
Name and Principal				Other Annual	Shares under	All Other
Position	Year	Salary	Bonus	Compensation(3)	Options Granted	Compensation
		($)	($)	($)	(#)	($)
Laurence Stephenson	2004	Nil (1)	Nil	30,000(2)	430,000	Nil
President and Chief	2003	Nil	Nil	30,000 (2)	Nil	Nil
Executive Officer	2002	Nil	Nil	22,500	Nil	Nil

Notes:

(1)	Mr. Stephenson was not paid a salary during the 12 months ended December 31, 2004.
(2)	Represents management fees of $2,500 per month.
(3)	The value of perquisites and benefits for the Named Executive Officer was not greater than the lesser of $50,000 and 10% of such officer's salary and bonus.

Long-term Incentive Plan Awards

     We made no long-term incentive plan awards during the fiscal year ended December 31, 2004.

Option Grants

     The following table details the grants of options to purchase common shares to the Named Executive Officers during the fiscal year ended December 31, 2004.

		% of Total		Market Value of
		Options Granted		Common Shares
	Options	to Employees in	Exercise	on the Date of
Name	Granted (1)	Financial Year	Price	Grant (2)	Expiry Date
	(#)	(%)	($/share)	($/share)
Laurence Stephenson	430,000	35.8	0.25	-	December 30, 2008

Note:

(1) The options vest as to one-third on each of the date of grant and the first and second year anniversaries of the date of grant.

5

Option Exercises

     The following table sets forth information with respect to options exercised by the Named Executive Officer during fiscal year ended December 31, 2004.

		Aggregate	Unexercised Options at Year End
	Options	Value	Number of Options		Value of in-the-Money Options
Name	Exercised	Realized	Exercisable	Unexercisable	Exercisable	Unexercisable
	(#)	($)	(#)	(#)	($)	($)
Laurence Stephenson	Nil	N/A	286,667	143,333	N/A	N/A

Compensation of Directors

     We do not currently pay compensation to our non-management directors in their capacity as such, nor are our directors paid for attendance at board meetings. Our directors are, however, reimbursed for miscellaneous out-of-pocket expenses in carrying out their duties as directors and are granted stock options from time to time as approved by the board of directors. At December 31, 2004, our non-management directors held an aggregate of 645,000 options exercisable at a price of $0.25 per share.

Employment Contracts and Termination of Employment Arrangements

     We do not have written employment contracts, agreements or termination of employment or "change of control" agreements with our Named Executive Officer.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     We have adopted a stock option plan (the "Plan") for our officers, directors, employees and consultants. The Plan permits the granting of options to purchase 2,326,780 common shares (being 20% of those outstanding as at December 31, 2004). The purpose of the Plan is to develop the interest of the aforementioned individuals in our growth and development by providing them with the opportunity through share purchase options to acquire an increased proprietary interest in our company. The Plan also provides that:

(a)	any options granted pursuant to the Plan shall expire not later than five years after the date of grant;
(b)	any options granted pursuant to the Plan shall be non-assignable and non-transferable;
(c)	the number of common shares issuable pursuant to the Plan to any one person in any 12 month period shall not exceed 5% of the outstanding common shares;
(d)	the number of common shares issuable pursuant to the Plan to any one consultant in any 12 month period may not exceed 2% of the outstanding common shares;
(e)	the number of common shares issuable pursuant to the Plan to persons employed in investor relations activities may not exceed 2% of the outstanding common shares in any 12 month period;
(f)	the Plan provides that options shall terminate on the date the optionee ceases to be an employee, director or officer of, or consultant to, Sutcliffe Resources Ltd., provided that if such termination is as a result of death of the optionee, the optionee's personal representative shall have one year to exercise such options, and further provided that if the optionee has ceased to be an employee, director or officer of, or consultant to, Sutcliffe Resources Ltd. for any other reason, other than for cause, the optionee shall have not in excess of 90 days to exercise the options; and

6

(g) unless disinterested shareholder approval is obtained, the number of common shares: (i) reserved for issuance to insiders of the Corporation may not exceed 10% of the issued and outstanding common shares; and (ii) which may be issued to insiders within a one year period may not exceed 10% of the issued and outstanding common shares.

     The board of directors determines the time during which options shall vest and the method of vesting, subject to the policies of any exchange on which the common shares are trading at the date of grant.

     The Plan is our only equity compensation plan. The following table sets forth information with respect to the options outstanding under the Plan as at December 31, 2004.

			Number of Securities
	Number of Common		Remaining Available for
	Shares to be Issued		Future Issuance Under
	Upon Exercise of	Weighted-Average	Equity Compensation
	Outstanding Options	Exercise Price of	Plans (excluding Securities
Plan Category	(a)	Outstanding Options	Reflected in Column (a))
Equity compensation plans	Nil	N/A	Nil
approved by securityholders
Equity compensation plans not	1,200,000	N/A	Nil
approved by securityholders (1)
Total	1,200,000		Nil

Note:

(1) Disinterested shareholders will be voting to ratify and approve the New Plan at the meeting.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

     Our management is not aware of any indebtedness outstanding by any of our directors, executive officers or any of their associates to us, or any guarantees, support agreements, letters of credit or similar arrangements provided by us to any such persons, at any time since the commencement of our last completed financial year.

INTERESTS OF INSIDERS IN MATERIAL TRANSACTIONS

     There were no material interests, direct or indirect, of any of our insiders, any proposed nominee for election as a director, or any associate or affiliate of such persons, in any transaction since our last completed financial year or in any proposed transaction which has materially affected or would materially affect us or any of our subsidiaries, except as disclosed elsewhere in this information circular – proxy statement.

INTERESTS OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

     Our management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of our last financial year, of any proposed nominee for election as a director, or of any associates or affiliates of any of the foregoing persons, in any matter to be acted on at the meeting (other than the election of directors or the appointment of auditors).

OTHER MATTERS

     Our management knows of no amendment, variation or other matter to come before the meeting other than the matters referred to in the notice of annual meeting. However, if any other matter properly comes before the meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of the person voting the proxy.

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ADDITIONAL INFORMATION

     Additional financial information regarding our business is contained in the audited consolidated financial statements and management's discussion and analysis for the fiscal year ended December 31, 2004.

     Additional information regarding our business including the materials listed in the preceding paragraph may be found on SEDAR at www.sedar.com. Our securityholders may contact us to request a copy of our consolidated financial statements and management's discussion and analysis at:

     Sutcliffe Resources Ltd.
     420, 625 Howe Street
     Vancouver, British Columbia
     V6C 2T6

     Phone: (604) 608-0223
     Fax: (604) 608-0334

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APPROVAL

     The contents and sending of this information circular – proxy statement have been approved by our directors.

Dated: December 30, 2005
(Signed) Laurence Stephenson	(Signed) Susan Wong
President and as Chief Executive Officer	Chief Financial Officer

EX-99.10

SUTCLIFFE RESOURCES LTD.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 30, 2006

     The annual meeting of the shareholders of Sutcliffe Resources Ltd. will be held in the Board Room at 420, 625 Howe Street, Vancouver, British Columbia on Monday, January 30, 2006 at 10:00 a.m. (Vancouver time) to:

1.	receive and consider our financial statements for the fiscal year ended December 31, 2004, together with the report of the auditors thereon;
2.	fix the number of directors to be elected at the meeting at four (4) members;
3.	elect three (3) directors;
4.	appoint the auditors and to authorize the directors to fix their remuneration as such; and
5.	transact such other business as may properly be brought before the meeting or any adjournment thereof.

     The specific details of the matters proposed to be put before the meeting are set forth in the Information Circular – Proxy Statement accompanying this notice.

     If you are unable to attend the meeting in person we request that you date and sign the enclosed form of proxy and mail it to or deposit it with our President, c/o Computershare Trust Company of Canada, 510 Burrard Street, 2^nd Floor, Vancouver, British Columbia V6C 3B9. In order to be valid and acted upon at the meeting, the forms of proxy must be returned to the aforesaid address not less than 24 hours before the time for holding the meeting or any adjournment thereof.

     Only shareholders of record at the close of business on December 30, 2005 will be entitled to vote at the meeting, unless that shareholder has transferred any shares subsequent to that date and the transferee shareholder, not later than 10 days before the meeting, establishes ownership of the shares and demands that the transferee's name be included on the list of shareholders.

     DATED at Vancouver, British Columbia this 30th day of December, 2005.

By order of the Board of Directors

(Signed) Laurence Stephenson

President and as Chief Executive Officer

EX-99.11

SUTCLIFFE RESOURCES LTD.

TO: SECURITYHOLDERS

In accordance with securities regulations, registered and beneficial securityholders may elect annually to receive interim financial statements and/or annual financial statements and related managements' discussion and analysis ("MD&A") by mail, if they so request. Please note that copies of these documents may also be accessed through the SEDAR website at www.sedar.com.

If you are interested in receiving such mailings, please complete and return this card.

[ ] Mark this box if you wish to receive interim financial statements and related MD&A by mail.

[ ] Mark this box if you wish to receive annual financial statements and related MD&A by mail.

Name: (Please Print)_________________________________________________________________

Address:_____________________________________________________ Postal Code:__________

Signature:__________________________________ Date: __________________________________

CUSIP:	Common Shares: 86932E101
PLEASE RETURN THIS FORM TO THE ADDRESS BELOW:
COMPUTERSHARE TRUST COMPANY OF CANADA
510 Burrard Street
2nd Floor
Vancouver, British Columbia
V6C 3B9

EX-99.12

Press Release SR#10-05

January 5, 2006

BEALE LAKE LAND ACQUISITION COMPLETED

Sutcliffe Resources Ltd. (the “Company”) announced today that it has completed the acquisition of 53 mining claims surrounding its Beale Lake Property. The agreement calls for a cash payment of $200,000, the issuance of 2,500,000 shares and is subject to a 2% net smelter royalty.

On behalf of the Board of Directors

“Laurence Stephenson”

Laurence Stephenson
President

Forward-looking statements - statements included in this news release that are not historical facts may be considered "forward-looking statements". All estimates and statements that describe the Company's objectives, goals or future plans are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties where actual results could differ materially from those currently anticipated.

     The TSX Venture Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this release.

      420-625 Howe Street, Vancouver, British Columbia CANADA V6C 2T6
Tel.: 604.608.0223 • Fax: 604.608.0344 • North America Toll-free: 1.877.233.2244