Scandinavian Resources Limited

ABN 99 132 035 842

SECOND SUPPLEMENTARY PROSPECTUS

1. IMPORTANT NOTICE

This Second Supplementary Prospectus is dated 19 February 2010 and is supplementary to the prospectus dated 21 October 2009, the replacement prospectus dated 6 November 2009 (Prospectus) and the first supplementary prospectus dated 21 January 2010 (First Supplementary Prospectus) issued by Scandinavian Resources Limited (ABN 99 132 035 842) (Company). This Second Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 19 February 2010. The ASIC does not take any responsibility for the contents of this Second Supplementary Prospectus.

The Second Supplementary Prospectus and the First Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Second Supplementary Prospectus, this Second Supplementary Prospectus will prevail. Terms defined in the Prospectus have the same meaning in this Second Supplementary Prospectus.

2. extension of time to list on asx and obtain the minimum subscription

The Corporations Act has the effect that if a prospectus states that securities are to be quoted on ASX and those securities are not admitted to quotation on ASX within 3 months after the date of the prospectus, the issue of securities under that prospectus is void and application monies must be returned. The shares and options (Securities) the subject of the offer under the Prospectus have not been admitted to quotation and were not admitted to quotation on ASX within three months of the date of the Prospectus.

The Corporations Act also has the effect that if a prospectus states a minimum subscription that must be raised under the prospectus and that amount is not raised within four months of the date of that prospectus, the issue of securities under that prospectus is void and application monies must be returned. The minimum subscription under the Prospectus is $6,500,000 (Minimum Subscription Amount). The Company does not anticipate that it will raise the Minimum Subscription Amount before 21 February 2010, four months from the date of the Prospectus.

Accordingly, this Second Supplementary Prospectus has been lodged following the granting of a modification by the ASIC pursuant to section 741(1) of the Corporations Act 2001 (Cth) (Act) on 19 February 2010. The modification relates to the amendment of sections 723(3)(b), 724(1)(a), 724(1)(b) and the insertion of a new section 724(1B) of the Act. The grant of the modification gives the Company a further 2 months after the date of this Second Supplementary Prospectus to obtain quotation of the Securities on ASX (being 19 April 2010). The modification also gives the Company a further 2 months after the date of this Second Supplementary Prospectus to raise the Minimum Subscription Amount (being 19 April 2010).

Given the abovementioned extensions, the board of directors of the Company have extended the General Offer closing date to 5 April 2010. The directors reserve the right to close the General Offer early.

3. EFFECT OF THE SECOND SUPPLEMENTARY PROSPECTUS

The effect of this Second Supplementary Prospectus, and a condition of ASIC’s relief, is that the Company must give applicants a copy of this Second Supplementary Prospectus and one month from the date of this Second Supplementary Prospectus to withdraw their application and be repaid their Application Money in full. The Company will not pay interest on Application Monies refunded.

Whilst the Company has received Applications pursuant to the Prospectus, no Applications have been processed and no Shares have been issued.

Any investor who wishes to obtain a refund should, post a written request to Computershare Investor Services Pty Ltd, GPO Box D182, Perth WA 6840, or deliver their written request to Computershare Investor Services Pty Ltd, Level 2, Reserve Bank Building, 45 St Georges Terrace, Perth WA 6000 within one (1) month of the date of this Second Supplementary Prospectus to withdraw their Application and be repaid. The details of the refund cheque (including the address to which it should be sent) must correspond to the details contained in the Application Form lodged by that investor. Refund requests must be received by Computershare Investor Services Pty Ltd by 5pm WST on 19 March 2010.

4. Indicative Timetable

The Key Dates Timetable in Section 1 is replaced by the following timetable:

Notes:

1. The Directors reserve the right to vary these dates for any reason.

2. Investors are encouraged to submit their Applications as early as possible. The Directors reserve the right to close the Offer early or later than as indicated above, subject to the requirements of the Corporations Act.

3. The above are anticipated dates only. The dates the Securities are expected to be issued and/or commence trading on the Official List of ASX may vary with any changes to the Closing Date.

5. APPLICATIONS FOR SECURITIES

All new applications for Securities must be made on the Application Form attached to or accompanying this Second Supplementary Prospectus. The Application Form contains detailed instructions on how it is to be completed. Applications must NOT be made on an Application Form attached to or accompanying the original prospectus or the replacement prospectus.

Applicants who have already lodged an Application Form attached to or accompanying the Prospectus DO NOT need to complete a further Application Form in order to receive their Securities.

Applicants may, however, lodge a further Application Form if they wish to apply for additional Securities in accordance with the instructions set out above for new investors. The Company reserves the right to issue to an Applicant a lesser number of Securities than the number applied for or to reject an Application.

Applicants may withdraw their applications and be repaid any application monies upon written request to the Company as follows:

Mailed to:

Scandinavian Resources Limited

c/o Computershare Investor Services Pty Ltd

GPO Box D182

PERTH WA 6840

or

Delivered to:

Scandinavian Resources Limited

c/o Computershare Investor Services Pty Ltd

Level 2, Reserve Bank Building

45 St Georges Terrace

PERTH WA 6000

The details of the refund cheque (including the address to which it should be sent) must correspond to the details contained in the Application Form lodged by that Applicant.

An Applicant who wishes to withdraw must ensure that written notice is received by the Company no later than 5.00pm WST on 19 March 2010.

If the Applicants choose to withdraw their application, the Company will repay Application Monies in full but without interest.

6. ASX Listing

Section 3.11 of the Prospectus is replaced by the following paragraph:

The Company has applied to ASX for the Company to be admitted to the Official List of ASX and for the Securities to be admitted to quotation on ASX. Following the granting of the modification by ASIC, the Securities must be admitted to quotation within 2 months of the date of the Second Supplementary Prospectus. If the Securities are not admitted to quotation by 19 April 2010, all Applications monies will be dealt with in accordance with the Corporations Act.

7. Directors’ authorisation

This Second Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Second Supplementary Prospectus with the ASIC.

_______________________________
Ian Gregory

Director
For and on behalf of
Scandinavian Resources Limited

Note: All other details in relation to the Prospectus remain unchanged. The Directors believe that the changes in this Second Supplementary Prospectus are not materially adverse from the point of view of an investor.

Confirmation of understanding and acceptance of the above terms and conditions

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