ATHENA RESOURCES LIMITED — Capital/Financing Update 2008

Nov 18, 2008

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63 Lindsay Street Perth WA 6000 p 61 8 9428 2900 f 61 8 9428 2910 e ahn@athenaresources.com.au www athenaresources.com.au ABN : 69 113 758 900

19 November 2008

The Company Announcements Office Australian Stock Exchange Limited 4 Floor 20 Bridge Street SYDNEY NSW 2000

Share and Option Placement – Appendix 3B

Athena Resources Ltd (ASX:AHN) (“Company”) has issued a total of 7,500,000 fully paid ordinary shares (“Shares”) and 7,500,000 options expiring 30 November 2009 exercisable at $0.20 (“Options”) pursuant to a private placement to sophisticated investors to raise $300,000.

The placement was made pursuant to the shareholder approval obtained on 26 September 2008.

Proposed Placement of Shares and Options to a Director

The directors have resolved subject to shareholder approval to issue a total of 750,000 fully paid ordinary shares (“Shares”) and 750,000 options expiring 30 November 2009 exercisable at $0.20 (“Options”) to a director Mr Andrew Thomson to raise $30,000. This placement of shares and options will be at the same price as the private placement to sophisticated investors.

Yours faithfully

E W Edwards Executive Chairman

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ATHENA RESOURCES LIMITED

ABN

69 113 758 900

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+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	a) Ordinary fully paid shares b) Options to acquire fully paid ordinary shares.
	a) 7,500,000 shares b) 7,500,000 options
	Options are exercisable at 20 cents each on or before 30 November 2009

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • 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 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Shares – yes Options - yes
	7,500,000 Shares to be issued at a price of $0.04 each together with 7,500,000 free attaching Options.
	Funds raised from the issue of securities will be utilised to fund future exploration programmes in relation to the Company's existing projects and for general working capital purposes.

7 Dates of entering[+] securities into November 21 2008. uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 37,200,649 Ordinary Fully Paid +securities quoted on ASX Shares (AHN) ( including the securities in clause 2 if applicable) 36,423,649 Options exercisable at 20 cents each on or before 30 November 2009

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

• Number +Class

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

• 10 Dividend policy (in the case of a No plans to pay dividends at this stage trust, distribution policy) on the increased capital (interests)

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) X 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

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities 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[+] securities 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.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B 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[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

............................................................ Date: ....19/11/08...... (Director/Company secretary)

Print name: ..Edmond William Edwards..................................

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• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4