YOJEE LIMITED — Capital/Financing Update 2011

Jun 8, 2011

Appendix 38

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix S. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/200S.

Name of entity

ISOUTHERN CROWN RESOURCES LIMITED

ABN

152 143 416 531

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	"Class of "securltles issued or to be issued	• Ordinary Shares • Performance Shares • Options over Ordinary Shares
2	Number of "securities issued or to be issued (if known) or maximum number which may be issued	5,500,000 Ordinary Shares 7,000,000 Class A Performance Shares 7,500,000 Class B Performance Shares 7,500,000 Class C Performance Shares 15,000,000 Class D Performance Shares 1,000,000 Options over Ordinary Shares
3	Principal terms of the "securities (eg, if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates for payment; if "convertible securities, the conversion price and dates for conversion)	Performance Shares - Refer to the Terms and Conditions provided in the Notice of General Meeting to Shareholders held on 5 May 2011. Options over Ordinary Shares - z" 500,000 \$0.25 Options expiring June 2016 nd June 500,000 \$0.35 Options expiring 2 2016

⁺ See chapter 19 for defined terms.

4	Do the "securities rank equally in all respects from the date of allotment	Ordinary Shares - Yes
	with an existing "class of quoted "securities?
	If the additional securities do not
	rank equally, please state:	May 2011)
	• the date from which they do
	• the extent to which they
	participate for the next dividend,
	(in the case of a trust,
	distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issueprice or consideration

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Ordinary Shares - Issued to company advisers and the vendors of Rare Earth International Limited (REI) pursuant to the approval received at the General Meeting of Shareholders held on 5 May 2011.

Performance Shares - Issued to vendors of Rare Earth International Limited (REI) pursuant to the approval received at the General Meeting of Shareholders held on 5 May 2011.

Options - Director Options issued pursuant to the approval received at the General Meeting of Shareholders held on 5 May 2011.

7 Dates of entering "securities into 3 uncertificated holdings or despatch of certificates

rd June 2011

Limited

Options - Nil

Ordinary Shares - Yes

Performance Shares - No (Refer to the Terms and Conditions provided in the Notice of General Meeting to Shareholders held on 5

Options - No (Upon the exercise of the options on or before expiry, ordinary shares will be issued and the shares will rank equally in all respects with existing ordinary shares on issue at that time)

Ordinary Shares and Performance Shares - in consideration for the acquisition of 100% of the issued shares in Rare Earth International

8 Number and "class of all "securities quoted on ASX (including the securities in clause 2

if applicable)

Number	+Class
23,025,642	Ordinary Shares
9,994,355	\$0.35 options expiring 31 December 2012

9 Number and "class of all "securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+Class
11,975,840	Ordinary Shares (escrowed)
7,000,000	Class A Performance Shares
7,500,000	Class B Performance Shares
7500,000	Class C Performance Shares
15,000,000	Class D Performance Shares
2,000,000	\$0.25 options expiring 23 July
	2013
2,000,000	\$0.25 options expiring 24
	November 2013
1,000,000	\$0.25 options expiring 23 July
	2015
500,000	\$0.25 Options expiring 2 June
	2016
500,000	\$0.35 Options expiring 2 June
	2016

10 Dividend policy (in the case of a I n/a trust, distribution policy) on the increased capital (interests) --------------------------------------

Part 2 - Bonus issue or pro rata issue-Deleted Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

(a)

---

• Securities described in Part 1
• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

Entities that have ticked box 34(a) Additional securities forming a new class of securities

Tick to indicate you are providing the informatian or documents

35	D	If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securlties held by those holders
36	D	If the "securities are "equity securities, a distribution schedule of the additional "securities setting out the number of holders in the categories 1- 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
37	D	A copy of any trust deed for the additional "securities

Quotation agreement

• 1 "Ouotatlon of our additional "securities is in ASX's absolute discretion. ASX may quote the rsecurtties on any conditions it decides.
• 2 We warrant the following to ASX.
• The issue of the rsecurltles to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those +securities should not be granted +quotation.
• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any rsecurtties to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 101gB of the Corporations Act at the time that we request that the +securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the =securltles begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: IlUI /companv'!:::.LJ ~

Date: 09 June 2011

Print Name: Adrian Hill

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⁺ See chapter 19 for defined terms.