ATHENA RESOURCES LIMITED — Capital/Financing Update 2011

Sep 12, 2011

==> picture [133 x 76] intentionally omitted <==

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

13 September 2011

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

Dear Sir/Madam

NON-RENOUNCEABLE RIGHTS ISSUE

Athena Resources Limited (ASX:AHN) (“ Company ”) announces a pro-rata, nonrenounceable rights issue to shareholders on the basis of one (1) share for every ten (10) shares held at 5pm WST on 21 September 2011 (“ Record Date ”) at a price of 9 cents each (“ Rights Issue ”).

The Rights Issue is non-renounceable and is available to all eligible Athena Resources Limited shareholders of the Company 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 and New Zealand may not be eligible to participate in the Rights Issue.

The maximum number of shares which may be issued under the Rights Issue is 10,700,097 to raise approximately $963,000 (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.

Shares issued under the Rights Issue will rank equally with existing Shares and the Company will apply for official quotation of the Shares.

Optionholders are not entitled to participate in the Rights Issue without first exercising their options to be registered as a Shareholder on the Record Date, in accordance with the terms and conditions of the Options.

An Appendix 3B, a notice under section 708AA(2)(f) of the Corporations Act and an Offer Document in respect of the Rights Issue accompany this announcement. The Company confirms it is in compliance with its continuous disclosure obligations.

==> picture [92 x 39] intentionally omitted <==

The timetable for the Rights Issue is as follows:

Event	Date
Announcement of Rights Issue	13 September 2011
Notice Sent to Security Holders	14 September 2011
Ex Date (Date from which Shares commence trading without the entitlement to participateintheRightsIssue)	15 September 2011
Record Date (5pm (WST)) (Date for determining entitlements of Eligible Shareholders to participateintheRightsIssue)	21 September 2011
Offer Document Sent to Eligible Shareholders (Expected date for Sending Offer Document and Entitlement andAcceptanceForms)	26 September 2011
Rights Issue Opens	26 September 2011
Closing Date (5pm (WST))	20 October 2011
ASX Notified of Under-subscriptions (if any)	24 October 2011
Expected Date for Issue of New Shares	28 October 2011
Expected Date for Sending Holding Statements	28 October 2011

These dates are indicative only and may be subject to change. Subject to the Listing Rules and other applicable Laws, the Directors reserve the right to vary the dates of the Offer. The Directors also reserve the right not to proceed with the whole or part of the Offer.

The purpose of the Offer is to raise approximately $963,000 (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.

P J Newcomb

COMPANY SECRETARY

==> picture [133 x 75] intentionally omitted <==

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

13 September 2011

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

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

Athena Resources Limited (“ Company ”) announced on 13 September 2011 a pro-rata, nonrenounceable rights issue of fully paid ordinary shares in the capital of the Company (“ Shares ”) on the basis of one (1) Share for every ten (10) Shares held at the record date of 21 September 2011 (“ Rights Issue ”).

Shares under the Rights Issue are offered at 9 cents per Share. The maximum number of Shares which may be issued under the Rights Issue is 10,700,097 to raise $963,000 (based on the capital structure of the Company as 13 September 2011).

An Offer Document will be mailed to eligible shareholders on 26 September 2011, together with personalised Entitlement and Acceptance Forms. For informational purposes, a sample copy of this Offer Document has been attached to this notice.

==> picture [92 x 39] intentionally omitted <==

NOTICE UNDER s708AA OF THE ACT

The Company hereby notifies ASX under Section 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 13 September 2011, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

• (d) as at 13 September 2011, the Company has complied with section 674 of the Act;

• (e) as at 13 September 2011, 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 potential effect the Rights Issue will have on the control of the Company is as follows:

• (i) if all shareholders take up their entitlements under the Rights Issue, then the issue of the Shares under the Rights Issue will have no effect on the control of the Company;

• (ii) if some or all of the shareholders do not take up their entitlement under the Rights Issue, then the Directors, at their discretion may offer any shortfall to shareholders to whom offers were made under the Rights Issue or to other investors in accordance with the ASX Listing Rules and Corporations Act; and

• (iii) the company does not anticipate that the placement or non-placement of the shortfall by the Directors will have any effect on the control of the Company and does not expect there to be any consequences for shareholders other than a normal dilutionary effect in respect of shareholders who do not accept their entitlement.

P J Newcomb Company Secretary