ATHENA RESOURCES LIMITED — Capital/Financing Update 2012

Mar 14, 2012

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 beissued2Number of+securities issued or tobe issued (if known) or maximumnumber which may be issued3Principal terms of the+securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)	FULLY PAID ORDINARY SHARES
	2,841,250 SHARES
	FULLY PAID ORDINARY SHARES

• 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	Do the+securities rank equally in all	YES
	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
	• theextenttowhichthey
	participate for the next dividend,
	(inthecaseofa	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		SHARES - 8 CENTS
6	Purpose of the issue		Exercise of Listed Options.
	(If issued as consideration	for the
	acquisition of assets, clearly	identify
	those assets)
7	Dates of entering+securities into		16 March 2012
	uncertificated holdings or despatch
	of certificates
			Number	+Class
8	Numberand+class	ofall	117,658,396	ORDINARY FULLY
	+securitiesquotedon	ASX		PAID SHARES
	(_including_the securities in clause		28,429,215	OPTIONS
	2 if applicable)			EXERCISABLE AT 8
				CENTS	EXPIRING
				30/04/2012

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

					Num	ber		+	lass
	9	Numberan	d+classo	fall
					500,0	00		IN	CENTIVE OPTIONS
	+securities not quoted on ASX							EXERCISE PRICE 12c
	(_including_the securities in clause2 if applicable)10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)
					NO DIVIDEND POLICY

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: ..15/03/2012....................... (Director/Company secretary)

Print name: EDMOND WILLIAM EDWARDS..........

== == == == ==

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4