ATHENA RESOURCES LIMITED — AGM Information 2011

Oct 26, 2011

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RESOURCES LIMITED

ABN 69 113 758 900

Notice of Annual General Meeting

Explanatory Statement

and

Proxy Form

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Tà{xÇt RESOURCES LIMITED ABN 69 113 758 900

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Members of Athena Resources Limited ( ATHENA or the Company ) will be held on Monday 28 November 2011 commencing at 12 Noon at Perth Flying Squadron Yacht Club. Esplanade, Dalkeith WA.

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered.

AGENDA

ORDINARY BUSINESS

1. Accounts and Reports

To receive and consider the Company’s Annual Financial Report for the year ended 30 June 2011, together with the reports by directors and auditors thereon.

2. Resolution 1 – Adoption of Remuneration Report

To consider and if thought fit, to pass the following ordinary resolution:

“That the Remuneration Report included in the Annual Report for the financial year ended 30 June 2011 be adopted.”

The vote on this resolution is advisory only and does not bind the directors of the Company.

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member. However, a person described above may vote on this Resolution if: (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and (b) the vote is not cast on behalf of a person described in sub paragraph (a) or (b) above.

3. Rotation of Director (Mr C Wang)

Mr C Wang, who retires by rotation in accordance with the Company’s Constitution, does not seek re election as a director of the Company.

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Tà{xÇt RESOURCES LIMITED ABN 69 113 758 900

For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by persons who are registered as holding Shares at 7pm EST on 26 November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the annual general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of Annual General Meeting.

BY ORDER OF THE BOARD

MR P J NEWCOMB COMPANY SECRETARY 27 OCTOBER 2011

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Tà{xÇt RESOURCES LIMITED ABN 69 113 758 900

PROXY FORM

The Secretary Athena Resources Limited 63 Lindsay Street, Perth WA 6000 I/We (full name) _____________ of_____________

being a member(s) of Athena Resources Limited, hereby appoint as my/our proxy

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of_____________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the annual general meeting of the Company to be held at 12 noon on 28 November 2011 and at an adjournment thereof in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

RESOLUTIONS

1 Adoption of Remuneration Report

FOR AGAINST ABSTAIN � � �

If the member is an individual or joint holder:

_________ Usual Signature Usual Signature Dated this day of 2011.

If the member is a Company:

Signed in accordance with the constitution of the company (affix common seal if applicable)

_____ ____ _______ Director/Sole Director Director/Secretary Sole Director and Sole Secretary Dated this day of 2011.

INSTRUCTIONS AS TO VOTING

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

If you wish to direct your proxy how to vote with respect to any other proposed resolutions, please indicate the manner in which your proxy is to vote by placing a “X” in the appropriate box for each Resolution, otherwise your proxy will vote as he/she thinks fit or abstain from voting.

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Tà{xÇt RESOURCES LIMITED ABN 69 113 758 900

If you do not wish to direct your proxy how to vote, please place a mark in the box.

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By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

If you do not mark the box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

NOTES

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (63 Lindsay Street Perth, Western Australia, 6000) or sent by facsimile to that office on Fax: 08 9428 2910) to be received not less than 48 hours prior to the time of the meeting.

5. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.

6. The Chairman intends to vote all undirected proxies in favour of the resolution other than Relolution 1 as stated above.

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Tà{xÇt
RESOURCES LIMITED
ABN 69 113 758 900
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EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of members of Athena Resources Limited (“Athena”) in connection with the business to be conducted at the Annual General Meeting of Members to be held on Tuesday 28 November 2011 commencing at 12 noon at Perth Flying Squadron Yacht Club, Esplanade, Dalkeith, WA

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of Annual General Meeting.

2. 2011 ANNUAL REPORT

In accordance with the requirements of the Company’s Constitution and the Corporations Act, the 2011 Annual Report will be tabled at the annual general meeting. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Report.

Representatives from the Company’s auditors, HLB Mann Judd, will be present to take shareholders’ questions and comments about the conduct of the audit and the preparation and content of the audit report.

3. ADOPTION OF REMUNERATION REPORT – Resolution 1

The Annual Report for the financial year ended 30 June 2011 contains a Remuneration Report, which forms part of the Directors’ Report and sets out the remuneration policy for the Company and its controlled entities, and reports the remuneration arrangements in place for executive directors, senior management and non-executive directors.

The Corporations Act 2001 requires listed companies to put an annual non-binding resolution to shareholders to adopt the Remuneration Report. In line with the legislation, this vote will be advisory only, and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when considering the Company’s remuneration policy.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting to consider the appointment of Directors of the Company (Spill Resolution).

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Tà{xÇt RESOURCES LIMITED ABN 69 113 758 900

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the general meeting (Spill Meeting) within 90 days of the Company’s 2012 annual general meeting. All the Directors who were in office when the Company’s 2012 Director’s report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re- election as Directors is approved will be the Directors of the Company.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; and

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2011.

4. ROTATION OF DIRECTOR

In accordance with the requirements of the Company’s Constitution and the Corporations Act 2001, one-third of the directors of the Company retire from office at this annual general meeting of the Company and, being eligible, may offer themselves for re-election.

Mr C Wang retires by rotation and does not offer himself for re-election.

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