ATHENA RESOURCES LIMITED — Capital/Financing Update 2014

Mar 24, 2014

24 March 2014

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

SHARE PLACEMENT AND BYRO IRON ORE JOINT VENTURE.

Athena Resources Limited (ASX Code: AHN) ( Athena ) announces that it has entered into a binding terms sheet with a private Chinese investment holding company with mining interests ( Investor ) on the following terms and conditions ( Terms Sheet ).

The material terms of the Terms Sheet are as follows:

(1) Placement

Investor will subscribe for $2,240,000 worth of Athena shares at an issue price of $0.07 per share ( Placement ) on the following basis:

• a) 18,000,000 shares in Athena at an issue price of $0.07 each on or before 9 May 2014 ( Tranche 1 Shares ); and

• b) subject to Athena receiving all necessary shareholder and regulatory approvals, 14,000,000 shares in Athena at $0.07 each on or before 30 June 2014 ( Tranche 2 Shares ).

• (2) Earn-in and JV

Investor will earn a 70% interest in the Byro Project in consideration for the payment of $2,500,000 to Athena ( Earn-in and JV ) on the following basis:

• a) a non-refundable deposit of $50,000 will be paid to Athena on or before 28 March 2014 ( Deposit );

• b) $2,500,000 (less the Deposit) will be paid to Athena on or before 30 June 2014 in consideration for Athena transferring the 70% legal and beneficial interest in respect of only the ferrous minerals contained in the tenements comprising the Byro Project to Investor;

• c) the joint venture will be an unincorporated joint venture in respect of only the ferrous minerals contained on the Byro Project;

• d) title to all nonferrous minerals on the Byro Project remains the sole property of Athena;

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• e) a joi n t venture is intende d to be cre a ted imme d iately upon contemp o raneous com p letion of th e Subscrip t ion and th e Earn-in a n d JV; and

• f) Athe n a will be e ntitled to a royalty of 2% on gro s s sales of all product from the Byro Project.

The Par t ies have agreed to e n ter into fo r mal docu m entation i n respect o f the Place m ent and Earn-in a nd JV on terms no t inconsist e nt with th e Term Sh e et and otherwise o n industry standar d terms.

ISSUE OF SHARES TO DIRECTORS

Addition a lly, the dir e ctors hav e also resolved, subje c t to share h older appr o val, to iss u e a total of 6,428,571 fully p aid ordinary shares t o the direct o rs of Athena. This is s ue of sha r es to the director s will be to satisfy fee s due and loans adv a nced totali n g $450,0 0 0 and will be at the same price (7 cent s per share) as the Pla c ement ref e rred to ab o ve ( Director Shares ) .

The pro c eeds from the Terms S heet and t he Directo r Shares wi l l be used a s follows:

• (1) O ngoing ex p loration pr o gram on t h e Byro Pr o ject; and

• (2) W orking ca p ital, including costs of the raising .

Athena intends to c onvene a meeting of sharehold e rs as soo n as practi c able to ap p rove the issue of t he Tranch e 2 Shares and the Di r ector Shar e s.

Yours faithfully

E W Ed w ards Managing Director

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ASX: AH N