EX-99.2 3 exhibit99-2.htm FORM 62-103 DATED OCTOBER 6, 2006 Filed by Automated Filing Services Inc. (604) 609-0244 - Sutcliffe Resources Ltd. - Exhibit 99.2

REPORT FILED BY ELIGIBLE INSTITUTIONAL INVESTOR
UNDER PART 4 OF NATIONAL INSTRUMENT 62-103

Re: SUTCLIFFE RESOURCES LTD. (the “Issuer”)

(a)

The name and address of the Eligible Institutional Investor:

   

Firebird Global Master Fund, Ltd. (the “Investor”)
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate Centre
West Bay Road
P.O. Box 31106 SMB

Grand Cayman

Cayman Islands, British West Indies

   
(b)

The net increase or decrease in the number or principal amount of securities, and in the Investor’s securityholding percentage in the class of securities, since the last report filed by the Investor:

   

Between the end of July 2006 and the end of September 2006, the Investor, and its joint actors, acquired an additional 1,340,000 common shares and 670,000 warrants to acquire the same number of common shares in the share capital of the Issuer, the whole pursuant to a private placement offering. Furthermore, the Investor and its joint actors acquired 2,170,000 common shares pursuant to the exercise of 2,170,000 share purchase warrants.

   

With these acquisitions the Investor’s, and its joint actors’, securityholding percentage in the Issuer increased by 3.95% since the last report.

   
(c)

The designation and number or principal amount of securities and the Investor’s securityholding percentage in the class of securities at the end of the month for which the report is made:

   

The Investor reports that the aggregate number of securities of the Issuer held by the Investor, and its joint actors, at the end September 2006 is 5,660,000 common shares and 500,000 warrants to acquire the same number of common shares in the share capital of the Issuer. Out of the 5,660,000 common shares and 500,000 warrants, 2,750,000 common shares and 300,000 warrants are held by the Investor, 1,510,000 common shares are held by Firebird Avrora Fund, Ltd., 1,000,000 common shares are held by Firebird New Russia Fund, Ltd. and 400,000 common shares and 200,000 warrants are held by Firebird Global Master Fund II, Ltd.



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The 5,660,000 common shares held by the Investor, and its joint actors, represent approximately 12.66 % of the outstanding common shares of the Issuer.

   

In addition, assuming the exercise by the Investor, and its joint actors, of the above- mentioned warrants to acquire additional common shares of the Issuer, the Investor’s, and its joint actors’, total securityholding in the share capital of the Issuer would be 6,160,000 common shares representing approximately 13.62 % of the outstanding common shares of the Issuer, including the common shares deemed to be acquired pursuant to the exercise of such warrants.

   
(d)

The designation and number or principal amount of securities and the percentage of outstanding securities referred to in paragraph (c):

   
(i)

over which the Investor, either alone or together with any joint actors, has ownership and control:

   

See item (c) above

   
(ii)

over which the Investor, either alone or together with any joint actors, has ownership but control is held by other entities other than the Investor or any joint actor:

   

N/A

   
(iii)

over which the Investor, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:

   

N/A

   
(e)

The purpose of the Investor and any joint actors in acquiring or disposing of ownership of, or control over, the securities, including any future intention to acquire ownership of, or control over, additional securities of the Issuer:

   

The securities were acquired for passive financial investment purposes. The Investor, and its joint actors, may, from time to time, acquire additional securities of the Issuer, may continue to hold their present position or may dispose of their securities.

   
(f)

The general nature and material terms of any agreement, other than lending arrangements, with respect to securities of the Issuer entered into by the Investor, or any joint actor, and the Issuer or any other entity in connection with any transaction or occurrence resulting in the change in ownership or control giving rise to this report, including Agreements with respect to the acquisition, holding, disposition or voting of any of the securities:



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Subscription Agreements for Units entered into by each of the Investor, Firebird Avrora Fund, Ltd. and Firebird Global Master Fund II, Ltd., subscribing for 600,000, 340,000 and 400,000 units of the Issuer, respectively, on a prospectus-exempt basis. Each unit consists of one common share and one-half common share purchase warrant, each full warrant being exercisable at a price of $0.85, into one common share, for a period of 2 years following the closing date.

   

The shares issued pursuant to the private placement offering and any shares to be issued upon the exercise of the share purchase warrants, are subject to a hold period expiring January 11, 2007.

   
(g)

The names of any joint actors:

   

Firebird Avrora Fund, Ltd.

   

Firebird New Russia Fund, Ltd.

   

Firebird Global Master Fund II, Ltd.

   
(h)

Description of any change in any material fact set out by the Investor in the previous report:

   

Since the last report dated August 9, 2006, the Investor, and its joint actors, exercised 2,170,000 warrants to acquire the same number of common shares in the share capital of the Issuer. 1,000,000 share purchase warrants were exercised by the Investor, 670,000 share purchase warrants were exercised by Firebird Avrora Fund, Ltd. and 500,000 share purchase warrants were exercised by Firebird New Russia Fund, Ltd.

   

Firebird Global Master Fund II, Ltd. is a new joint actor of the Issuer.

   
(i)

Statement:

   

The Investor is eligible to file this report under Part 4 of National Instrument 62-103 with respect to the Issuer.

DATED this 6th day of October, 2006.

    FIREBIRD GLOBAL MASTER FUND, LTD.
     
  Per: (s) James Passin
  Name: James Passin
  Title: Director