ATHENA RESOURCES LIMITED — Capital/Financing Update 2009

May 7, 2009

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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

8 May 2009

Company Announcements Platform Australian Securities Exchange Level 4, 20 Bridge Street SYDNEY NSW 2000

NON-RENOUNCEABLE RIGHTS ISSUE – NOTICE PURSUANT TO PARAGRAPH 708AA (2) (F) OF THE CORPORATIONS ACT 2001 (“ACT”)

Athena Resources Limited (Company) announced on 28 April 2009 a non-renounceable rights issue of fully paid ordinary shares in the capital of the Company (Shares) on the basis of one (1) Share for every two (2) Shares held at the record date of 6 May 2009 (Rights Issue).

Shares under the Rights Issue are offered at 3 cents per Share. The maximum number of Shares which may be issued under the Rights Issue is 19,100,325 to raise $573,010 (based on the capital structure of the Company as 8 May 2009).

An Offer Document will be mailed to eligible shareholders today, together with personalised Entitlement and Acceptance Forms. For informational purposes, a sample copy of this Offer Document has been attached to this notice.

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NOTICE UNDER s708AA OF THE ACT

The Company hereby notifies ASX under paragraph 708AA (2) (f) of the Act that:

• a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Act;

• b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Act;

• c) as at 8 May 2009, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

• d) as at 8 May 2009, the Company has complied with section 674 of the Act;

• e) as at 8 May 2009, there is no information:

• (i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• (ii) that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

  • A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

  • B. the rights and liabilities attaching to the Shares; and

• f) the issue of Shares under the Rights Issue is not expected to have any effect on the control of the Company.

E W Edwards EXECUTIVE CHAIRMAN

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ATHENA RESOURCES LIMITED ACN 113 758 900

OFFER DOCUMENT

For a non-renounceable Entitlement issue of one (1) Share of every two (2) Shares held by Shareholders registered at 5.00pm (WST) on 6 May 2009 at an issue price of 3 cents per Share to raise up to approximately $573,010 (Offer).

IMPORTANT NOTICE

This document is not a prospectus and has not been lodged with ASIC. Accordingly, this document does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding whether or not to invest in the Securities offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This offer opens on 8 May 2009 and closes at 5.00pm (WST) on 11 June 2009.

Valid acceptances must be received before that time.

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

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IMPORTANT NOTES

This Offer Document is dated 8 May 2009.

No person is authorised to give information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

The Offer is an offer of continuously quoted securities (as defined in the Corporations Act) of the Company and has been prepared in accordance with section 708AA of the Corporations Act. In broad terms, section 708AA relates to rights issues by certain companies that do not require the provision of a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Document is significantly less than that required in a prospectus. Eligible Shareholders should therefore consider whether the securities offered under this document are a suitable investment in the light of their own investment objectives and financial circumstances and the merits or risks involved, having regard to their own knowledge of the Company and the disclosures made by the Company to the ASX. If, after reading this Offer Document, Eligible Shareholders have any questions regarding the Offer, they should contact their stockbroker, accountant or other independent professional adviser before deciding whether to accept the Offer.

Neither ASX nor ASIC takes any responsibility for the contents of this Offer Document or the merits of the investment to which this Offer Document relates.

Capitalised terms in this Offer Document are generally defined terms. Their meaning is set out in Section 4 of this Offer Document.

Eligibility

Applications for Securities by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Forms sets out an Eligible Shareholder’s Entitlement to participate in the Offer.

Overseas Shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer Document.

The Offer is only available for acceptance by Eligible Shareholders. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of the Securities these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction.

The distribution of this Offer Document (including an electronic copy) outside Australia and New Zealand is restricted by law. Eligible Shareholders resident outside Australia and New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offer. Any non-compliance with the restrictions may contravene applicable securities laws.

Privacy Act

If you complete an application for Securities, you will be providing personal information to the Company (directly or by the Company’s Share Registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s Share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1998 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application.

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TABLE OF CONTENTS

1. DETAILS OF THE OFFER……………………………………………………………….……….. 4 2. ACTION REQUIRED BY SHAREHOLDERS…………………………………………………… 8 3. RISK FACTORS……………………………………………………………………………….….. 10 4. DEFINED TERMS…………………………………………………………………………………. 12

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1 DETAILS OF THE OFFER

1.1 The Offer

The Company is making a non-renounceable pro-rata offer of New Shares at an issue price of 3 cents each on the basis of one (1) New Share for every two (2) Shares held on the Record Date (the Offer).

The Company intends to apply the funds raised from the Offer towards the ongoing exploration programs at the Company’s projects, the costs of the Offer and general working capital. The cash costs of the Offer will be approximately $10,000.

As at 1 April 2009, the Company had on issue:

• 38,200,649 listed Shares; and

• 37,423,649 listed Options exercisable at 20 cents each by 30 November 2009.

The above capital structure may change if existing Options are exercised before the Record Date. Any increase to the number of Shares on issue will increase the number of New Shares which may be issued under the Offer by a corresponding amount. New Shares are fully paid ordinary shares which upon issue will rank equally with existing Shares on issue.

Optionholders who do not hold Shares on the Record Date are not entitled to participate in the Offer. Where the determination of the Entitlement of any Eligible Shareholder results in a fraction such fraction will be rounded down to the nearest whole number.

1.2 Effect of the Offer on the Capital Structure and Financial Position of the Company

The capital structure of the Company following completion of the Offer is summarised below:

Shares		Number
Shares on issue at the date ofthe Offer1		38,200,649
NewSharesnowoffered underthe Offer2		19,100,325
TotalShares on issue at completionofthe Offer		57,300,974
Options		Number
Options on issue at the date ofthe Offerand at completionofthe Offer1		37,423,649

1. The Shares on issue at the date of the Offer may increase if existing Options are exercised before the Record Date, and the Options on issue will correspondingly decrease.

2. The New Shares to be offered may increase if existing Options are exercised before the Record Date.

The Company’s cash reserves following completion of the Offer, assuming the Offer, or the Shortfall Offer if any, is fully subscribed, will increase by approximately $563,000, being the gross proceeds of the Offer, less the costs of the Offer.

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1.3 Timetable

Timetable
Event	Date
Announcement of Rights Issue and Appendix 3B	28 April 2009
Notice Sent to Security Holders	29 April 2009
Ex Date (date from which securities commence trading without the entitlement to participateintheRightsIssue)	30 April 2009
Record Date (date for determining entitlements of eligible shareholders to participate in theRightsIssue)	6 May 2009
First Cleansing Notice and Offer Document Lodged with ASX	8 May 2009
Offer Document Dispatched to Shareholders (expected date of dispatch of offer document, entitlement and acceptance forms)	8 May 2009
Rights Issue Opens	8 May 2009
Closing Date* 5pm (WST)	11 June 2009
ASX Notified of Undersubscriptions	16 June 2009
Allotment Date**	19 June 2009
Second Cleansing Statement lodged with ASX (undersection 708A(5))	19 June 2009
Dispatch Holding Statements**	19 June 2009

*Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the Securities

** Dates are indicative only

1.4 Entitlements and acceptance

The Entitlement of Eligible Shareholders to participate in the Offer was determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance Form accompanying this Offer Document.

Acceptance of Entitlement in Full

If you wish to take up all of your Entitlement under the Offer, please complete the Entitlement and Acceptance Form in accordance with instructions on that form.

Partial Acceptance of Entitlement

You may accept a lesser number of New Shares should you wish to take up only part of your Entitlement under the Offer, please complete the Entitlement and Acceptance Form in accordance with instructions on that form.

1.5 Shortfall Securities

If you decide not to accept all or part of your Entitlement pursuant to the Offer, you are not required to take any action. The New Shares not accepted by Eligible Shareholders (“Additional New Shares”) will form part of the Shortfall and will be dealt in accordance with this Section 1.5.

Eligible Shareholders who have subscribed for their Entitlements in full may apply for Additional New Shares by completing the relevant section of their Entitlement and Acceptance Forms.

To the extent that Eligible Shareholders do not take up their Entitlements in full, the resultant Shortfall will be allocated at the absolute discretion of the Directors to those Eligible Shareholders who apply for Additional New Shares. Therefore, your application for Additional

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New Shares may not be successful (whether wholly or partially). The decision of the Company on the number of Additional New Shares to be allocated to you (if any) will be final.

Any application monies received for more than your final allocation of Additional New Shares will be refunded (without interest) by the Company in accordance with the provisions of the Corporations Act. The Company does not guarantee that you will receive any Shortfall Securities.

The Directors reserve the right to deal with, at their absolute discretion, any New Shares and Additional New Shares which are not taken up by Eligible Shareholders under the Offer within 3 months after the Closing Date. Those New Shares will be issued at the same issue price as offered to Eligible Shareholders under the Offer.

1.6 No rights trading

The rights to Securities under the Offer are non-renounceable. Accordingly, there will be no trading of rights on the ASX and you may not dispose of your rights to subscribe for Securities under the Offer to any other party. If you do not take up your Entitlement to Securities under the Offer by the Closing Date, the Offer to you will lapse.

1.7 Underwriting and Minimum Subscription

The Offer is not underwritten. There is no minimum subscription.

1.8 Opening and Closing Dates

The Offer opens on the Opening Date, being 8 May 2009. The Company will accept Entitlement and Acceptance Forms until 5.00pm WST on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

1.9 Issue and Dispatch

The expected dates for issue of Securities offered by this Offer Document and dispatch of holding statements is expected to occur on the dates specified in the Timetable set out in Section 1.3 of this Offer Document.

It is the responsibility of applicants to determine the allocation prior to trading in the New Shares. Applicants who sell Securities before they receive their holding statements will do so at their own risk.

1.10 ASX Listing

Application has been made to the ASX for quotation of the New Shares. The fact that ASX may grant official quotation to the Securities is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription. Issues of New Shares under the Offer will only be made after permission for their quotation on the ASX has been granted.

1.11 CHESS

The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Document. The notice will also advise

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holders of their Holder Identification Number (HIN) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

1.12 Overseas Eligible Shareholders

The Offer is only available for acceptance by Eligible Shareholders. This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such and offer.

Eligible Shareholders resident outside Australia and New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offer.

1.13 Taxation Implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax advisor in connection with subscribing for Securities under this Offer Document.

1.14 Risk Factors

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section 3 of this Offer Document.

1.15 Enquiries concerning Offer Document

Enquiries concerning the Entitlement and Acceptance Form can be made by contacting Computershare Investor Services Pty Ltd by telephone on (08) 9323 2000

Enquiries relating to this Offer Document should be directed to the Company by telephone on (08) 9428 2900, by fax on (08) 9428 2910 or by email to ahn@athenaresources.com.au

1.16 Governing law

This Offer Document and the contracts formed on acceptance of the Entitlement and Application Forms are governed by the laws applicable in Western Australia. Each applicant for New Shares and Additional New Shares submits to the non-exclusive jurisdiction of the courts of Western Australia.

1.17 Entire agreement

The terms contained in this Offer Document constitute the entire agreement between the Company and you as to the Offer and your participation in it is to the exclusion of all prior representations, undertakings and agreements between the Company and you.

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2 ACTION REQUIRED BY SHAREHOLDERS

2.1 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Offer Document.

You may participate in the Offer as follows;

• a) if you wish to accept your Entitlement in full:

• i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and

• ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or

• b) if you only wish to accept part of your Entitlement:

• i) fill in the number of New Shares you wish to accept in the space provided on the Entitlement and Acceptance Form: and

• ii) attach your cheque for the appropriate monies (at 3 cents per New Share); or

• c) if you wish to accept your Entitlement in full and apply for Shortfall Shares:

• i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and

• ii) attach your cheque for the appropriate monies (at 3 cents per New Share); or

• d) if you do not wish to accept any part of your Entitlement, you are not obliged to do anything.

2.2 Form of Payment

All cheques must be drawn on an Australian Bank or Bank Draft made payable in Australian currency to “Athena Resources Ltd Share Issue” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form, together with your cheque, must be forwarded to:

By Mail In Person Athena Resources Limited Athena Resources Limited Computershare Investor Services Pty Ltd Computershare Investor Services Pty Ltd Locked Bag 2508 Level 2, 45 St Georges Terrace Perth, WA 6001 Perth WA 6000

Those who elect to pay via BPAY must follow the instructions for BPAY set out in the Entitlement and Acceptance Form. Investors who elect to pay via BPAY will not need to return their completed Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms or payment by BPAY must be received no later than 5.00pm (WST) on the Closing Date. Please note that payment via BPAY must be made by no later than 4.00pm WST on 11 June 2009. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the applicant to ensure that funds are submitted through BPAY by the date and time mentioned above. If you elect to pay via BPAY, you must follow the instructions

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for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

The Company will treat Eligible Shareholders as applying for as many New Shares and Additional New Shares as their payment will pay for in full, subject to any scale-back it may determine to implement in respect of the Additional New Shares. Amounts received by the Company in excess of the Entitlement of an Eligible Shareholder (“Excess Amount”) may be treated as an application to apply for as many Additional New Shares by that Eligible Shareholder as the Excess Amount will pay for in full.

The Offer is non-renounceable. Accordingly, a holder of Shares may not sell or transfer all or part of their Entitlement.

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3 RISK FACTORS

3.1 General

The Securities offered under this Offer Document should be considered speculative because of the nature of the Company’s business.

Whilst the Directors recommend that Shareholders take up their Entitlement, there are however numerous risk factors involved. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which Securities will trade.

The following is a summary of the more material matters to be considered and should be read in conjunction with specific matters referred to in the Company’s announcements and reports. However, the summary is not exhaustive and potential investors should examine the contents of this Offer Document in its entirety and consult their professional advisors before deciding whether to apply for the Shares.

3.2 General Economic Climate

Factors such as inflation, currency fluctuation, interest rates and supply and demand have an impact on opening costs, commodity prices and stock market prices. The Company’s future revenues and Share price may be affected by these factors, as well as by fluctuations in the price of gold or other minerals, which are beyond the Company’s control.

3.3 Operational Risks

The business of mining and mineral exploration, development and production by its nature contains significant risks. The business depends on, amongst other things, successful exploration and identification of mineral reserves, security of tenure, the availability of adequate funding, satisfactory performance of mining operations, good industrial relations and competent management. Profitability and asset values can be affected by unforeseen changes in operating circumstances, mineral reserves and geotechnical considerations.

3.4 Land Access

There is a substantial level of regulation and restriction on the ability of mining companies to have access to land in Australia. Mabo or native title claims are an example. The Native Titles Act (1993) gives statutory recognition to claims of native title. Claims of this nature have been made, and may be made in the future over the Company’s mining interests.

3.5 Sharemarket Conditions

The market price of the Company’s Securities may be subject to varied and unpredictable influences on the market for equities in general and resources stocks in particular.

3.6 Environment Risks

Mining is an industry which has become subject to increasing environmental responsibility and liability. The potential liability is an ever-present risk. The use and disposal of chemicals in the mining industry is under constant legislative scrutiny and regulation.

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3.7 Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Offer Document. Therefore, the Securities offered pursuant to this Offer Document carry no guarantee with respect to the payment of dividends, returns of capital of the market value of the Securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities.

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4 DEFINED TERMS

Additional New Shares has the same meaning given at section 1.5 of this Offer Document

Applicant refers to a person who submits an Entitlement and Acceptance Form

Application refers to the submission of an Entitlement and Acceptance Form

ASIC means the Australian Securities and Investments Commission

ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited

Closing Date means 5.00pm WST on 11 June 2009

Company means Athena Resources Limited (ACN 113 758 900)

Corporations Act means the Corporations Act 2001(Cth)

Directors means the directors of the Company

Eligible Shareholder means a Shareholder whose details appear on the Company’s register of Shareholders as at the Record Date with a registered address in Australia or New Zealand or who are otherwise eligible to take up the Offer

Entitlement means the entitlement to subscribe for New Shares under this Offer, and Entitlements has a corresponding meaning

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Offer Document

Listing Rules means the Listing Rules of the ASX

New Share means a new Share proposed to be issued pursuant to this Offer

Offer means the offer of Securities offered under this Offer Document

Offer Document means this Offer Document dated 8 May 2009

Opening Date means 8 May 2009

Options means an option to acquire a Share

Record Date means 5.00 pm WST on 6 May 2009

Securities means the New Shares offered under this Offer Document

Share means an ordinary fully paid share in the capital of the Company

Shortfall means those Securities under the Offer not applied for by Shareholders under their Entitlement

Shortfall Offer means the offer for the Shortfall on the terms set out in Section 1.5

Shareholder means a holder of Shares

WST means Australian Western Standard Time

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Athena Resources Limited ACN 113 758 900

Please return completed form to: Computershare Investor Services Pty Limited Locked Bag 2508 Perth Western Australia 6001 Australia Enquiries (within Australia) 1300 557 011 (outside Australia) 61 3 9415 4000 web.queries@computershare.com.au www.computershare.com

1301011221012102012221332120133322113

Securityholder Reference Number (SRN)

I1234567890

I 1234567890 I N D

Use a black pen. Print in CAPITAL letters A B C 1 2 3 inside the grey areas.

� For your security keep your SRN/HIN confi dential.

Entitlement and Acceptance Form (including Additional Securities)

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Non-Renounceable Entitlement Issue closing 5.00pm (WST) on 11 June 2009

Non-Renounceable Entitlement Issue of 1 New Share for every 2 Shares registered and entitled to participate at the record date at an issue price of A$0.03 per New Share.

Receipt of the slip below by 5.00pm (WST) on 11 June 2009 with your payment, utilising the payment options detailed overleaf will constitute acceptance in accordance with the terms and conditions of the Offer Document dated 8 May 2009.

A	Subregister Existing Shares entitled to participate at Record Date on 6 May 2009 Entitlement to New Shares on a 1 for 2 basis Amount payable on full acceptance at A$0.03 per New Share Entitlement Number Securityholder Entitlement details 123456789012 X,XXX,XXX.XX XXX,XXX,XXX XXX,XXX,XXX	Subregister Existing Shares entitled to participate at Record Date on 6 May 2009 Entitlement to New Shares on a 1 for 2 basis Amount payable on full acceptance at A$0.03 per New Share Entitlement Number Securityholder Entitlement details 123456789012 X,XXX,XXX.XX XXX,XXX,XXX XXX,XXX,XXX
		123456789012

I/We enclose my/our payment for the amount shown below being payment of A$0.03 per New Share. I/We hereby authorise you to register me/us as the holder(s) of the Share allotted to me/us, and I/we agree to be bound by the Constitution of the Company.

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----- Start of picture text -----

See back of form for completion guidelines
A H N 2 N R B
▼ PLEASE DETACH HERE ▼
Paperclip Please see overleaf for Payment Options
cheque(s) Athena Resources Limited Biller Code: 123456
Do not here. ACN 113 758 900 Ent: X,XXX Pay: Ref No: 123412341234123412
staple. Number of additional Shares
B Number of New Shares applied for C applied for D Amount enclosed at A$0.03 per New Share
.
A$
Payment Details – Please note that funds are unable to be directly debited from your bank account
E
Drawer Cheque number BSB number Account number Cheque amount
A$
Make your cheque or bank draft payable to Athena Resources Ltd Share Issue
Contact Details
F
Please provide your contact details in case we need to speak to you about this slip
Name of contact person Contact person’s daytime telephone number
( )
----- End of picture text -----

1234567890123456+1234567890-1234+12

How to complete the Entitlement and Acceptance Form (including Additional Securities)

Please note that photocopies of this form will not be accepted. These instructions are cross-referenced to each section of the Entitlement and Acceptance Form.

A Details of your Entitlement based on your Securityholding at 5.00pm (WST) on 6 May E Payment Details 2009 are shown in box A on the front of this Entitlement Form. You can apply for shares by utilising the payment options detailed below. Please note that funds are unable to be directly debited from your bank account. B New Securities Applied for By making your payment using either electronic means or by cheque, bank draft or You can apply to accept either all or part of your Entitlement. Enter in box B the number money order, you confirm that you: of New Shares you wish to accept from your Entitlement. ● agree to all of the terms and conditions as detailed in the Offer Document dated Please ensure you complete Section B on the bottom of the form. 8 May 2009 Your cheque, money order or bank draft must be made in Australian currency and C Additional Securities Applied for drawn on an Australian branch of a financial institution. Such payment must be made Enter the number of additional New Shares you wish to apply for (if any). payable to Athena Resources Limited and crossed “Not Negotiable”. Payments not properly drawn may be rejected. No Eligible Securityholder is assured of receiving any New Shares applied for in excess of their Entitlement and any amount by which applications from Eligible Securityholders Cheques will be processed on the day of receipt and as such, sufficient cleared funds exceed their Entitlements may be scaled back at Athena Resources Limited’s must be held in your account as cheques returned unpaid may not be discretion, in such manner as Athena Resources Limited considers is reasonable in re-presented and may result in your Acceptance form being rejected. Paperclip (do the circumstances. not staple) your cheque(s) to the form where indicated. Cash will not be accepted. Receipt of payment will not be forwarded. Please ensure you complete Section C on the bottom of the form. F Contact Details D Acceptance Monies Enter the name of a contact person and telephone number. These details will only be Enter the total amount of acceptance monies payable. To calculate this amount, used in the event that the registry has a query regarding the slip below. multiply the total number of New Shares applied for in box B, and if applicable, box C, by A$0.03. Please ensure you complete Section D on the bottom of the form.

The directors reserve the right to make amendments to this form where appropriate.

Lodgement of Acceptance

If you are applying for shares and your payment is being made using BPAY[®] , you do not need to return the slip below. Your payment must be received by no later than 4.00pm (WST) on 11 June 2009. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order, the slip below must be received by Computershare Investor Services Pty Limited (CIS) Perth by no later than 5.00pm (WST) on 11 June 2009 . You should allow sufficient time for this to occur. A reply paid envelope is enclosed for securityholders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque attached.

Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail privacy@computershare.com.au

If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 557 010.

This form may not be used to notify your change of address. For information, please contact CIS on 1300 557 010 or www.computershare.com (Certificated/Issuer Sponsored Holders only).

CHESS holders must contact their Controlling Participant to notify a change of address.

Payment Options: Biller Code: 123456 Ref No: 123412341234123412

Telephone & Internet Banking – BPAY

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

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Athena Resources Limited Computershare Investor Services Pty Limited Locked Bag 2508 Perth, WA 6001 AUSTRALIA

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