ATHENA RESOURCES LIMITED — Capital/Financing Update 2018

Nov 25, 2018

26 November 2018

Dear Shareholder,

Non-Renounceable Entitlement Offer

On Monday, 26 November 2018, Athena Resources Limited ( Athena or Company ) announced a pro-rata non-renounceable entitlement offer of ordinary shares in the Company on the basis of one (1) new share ( New Shares ) for every four (4) existing shares held, at an issue price of $0.01 (1.0 cent) per share ( Entitlement Offer ).

The Entitlement Offer seeks to raise a total of approximately $541,902 (before expenses) through the issue of up to a maximum of 54,190,197 New Shares. Fractions of shares will be rounded down to the nearest whole number.

The Entitlement Offer is non-renounceable and is available to all eligible Athena shareholders registered as shareholders of the Company at 5.00pm (WST) on Thursday, 29 November 2018 ( Record Date ). 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 Entitlement Offer.

The Entitlement Offer is not underwritten. New Shares issued under the Entitlement Offer will rank equally with existing shares and the Company will apply for official quotation of the New Shares.

Full details of the Entitlement Offer are contained in the offer document lodged with ASX on Monday 26 November 2018 ( Offer Document ). The Offer Document together with the Entitlement and Acceptance Form will be mailed to all Eligible Shareholders on Tuesday, 4 December 2018.

There is a shortfall facility as part of the Offer. Eligible shareholders who apply for all of their Entitlement may also apply for shortfall shares. The directors reserve the right to place any shortfall at their discretion. Further details are contained in the Offer Document.

A copy of the Offer Document is available on the Athena website. Pursuant to section 708AA of the Corporations Act, the Company is not required to prepare a disclosure document for the Entitlement Offer.

Use of Proceeds

The Company intends to use the proceeds of the Entitlement Offer on the Byro Project as follows:

• tenement maintenance costs;

• flora and fauna surveys;

• working capital, including costs of the entitlement offer; and

• continued work to upgrade the resource from inferred to indicated and measured resource.

Indicative Timetable

The indicative timetable for the Entitlement Offer is set out below:

Event	Date
Announcement of Rights Issue, Appendix 3B, Cleansing Notice and OfferDocument	26 November 2018
Notice Sent to Security Holders	26 November 2018
Ex Date(date from which securities commence trading without the entitlement toparticipate in the Offer)	28 November 2018
Record Date(date for determining entitlements of eligible shareholders to participate in theOffer as at 5:00pm (WST))	29 November 2018
Offer Document Dispatched to Shareholders(expected date of dispatch of offer document, entitlement and acceptanceforms)	4 December 2018
Rights Issue Opens	4 December 2018
Closing Date 5pm (WST)*	20 December 2018
New Shares quoted on a deferred settlement basis	21 December 2018
ASX Notified of Shortfall	27 December 2018
Issue Date**	31 December 2018
Dispatch Holding Statements**	2 January 2019

* 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

Shareholder Communication

For ease of email communication, shareholders are also encouraged to update their communication preferences by logging on to www.computershare.com.au/easyupdate/AHN. If you wish to update your communication preferences, you will be required to provide your HIN and postcode. This will allow you to enter an email address for future communications. It does not require registration or password creation.

If you have any queries concerning the Entitlement Offer, please contact your financial adviser or Athena’s Company Secretary, on +61 (08) 9222 5888.

Alternatively email NRRI@athenaresources.com.au

Yours faithfully

Edmond Edwards Executive Director ATHENA RESOURCES LIMITED