ATHENA RESOURCES LIMITED — Capital/Financing Update 2009

Apr 28, 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

29 April 2009

Dear Shareholder

NOTICE TO SHAREHOLDERS – NON-RENOUNCEABLE RIGHTS ISSUE

On 24 April 2009 Athena Resources Limited announced a pro-rata Rights Issue to shareholders. The prorata is on the basis of one (1) share for every two (2) shares held at the Record Date at a price of 3 cents each.

The Rights Issue is non-renounceable and is available to all eligible Athena Resources Limited shareholders registered on the Record Date as detailed in the timetable below. Please note that shareholders at the Record Date that have an address registered outside of Australia or New Zealand may not be eligible to participate in the pro-rata offer.

The maximum number of shares which may be issued under the Rights Issue is 19,100,325 to raise approximately $573,010 (based on the current capital structure of the Company). An offer letter containing your entitlement will be sent to you on the date referred to in the timetable below.

Please note that where the determination of an eligible shareholder results in a fraction of a share, such fraction shall be rounded down to the nearest whole share. Shares issued will rank equally with all Shares on issue. Shareholder approval is not required in relation to the Rights Issue. There will be no deferred settlement of the sale of shares offered under the pro-rata offer. Trading in the new shares will commence on the first business day following dispatch of the holding statements.

A notice under section 708AA (2) (f) of the Corporations Act (Notice) and an Offer Document will be lodged with the ASX on or about 8 May 2009 in respect of the Rights Issue and the Offer Document will be mailed to shareholders on 8 May 2009. However, the Offer Document will not constitute an offer in any place in which or to any person to whom it would be unlawful to make such an offer. Accordingly, it is the responsibility of non-resident applicants to obtain all necessary approvals for the allotment and issue to them of securities pursuant to the offer document.

The purpose of the Offer is to raise approximately $573,010 (before expenses of the Offer). The Company intends to apply the funds raised from the Rights Issue as follows;

• A. Meet the costs of the offer,

• B. Progress on the Company’s Projects, and

• C. General working Capital.

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The total number and class of all securities quoted on ASX (including the maximum number of Shares to be issued in the Rights Issue on an undiluted basis – ie. assuming none of the Company’s options are exercised) is as follows;

	On Issue and Quoted
	Number		Ordinary Shares		Options
	On Issue		38,200,649		37,423,649
	RightsIssued		19,100,325		0
	Total		57,300,974		37,423,649

The timetable for the Rights Issue is as follows;

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 the RightsIssue)	6 May 2009
First Cleansing Notice and Offer Document lodged with ASX	8 May 2009
Offer Document Dispatched to Shareholders (expected date ofdispatchofofferdocument, entitlement and acceptanceform)	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 June2009
Second Cleansing Statement Lodged With ASX (underSection 708A(5)	19 June2009
Dispatch Holding Statements**	19 June2009

* 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 new shares

** Dates are indicative only.

E W Edwards EXECUTIVE CHAIRMAN