ATHENA RESOURCES LIMITED — Major Shareholding Notification 2014

Sep 30, 2014

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme ATHENA RESOURCES LIMITED

ACN/ARSN 113 758 900

1. Details of substantial holder (1)

Name DAVID ARTHUR WEBSTER

ACN/ARSN (if applicable)

The holder became a substantial holder on

26 / / 09 14

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ORDINARY	9,891,798	9,891,798	5.95%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

llows:
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
D A WEBSTER	SHAREHOLDER & DIRECTOR	9,891,798 ORD SHARES

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
D A WEBSTER	SEE ATTACHED		9,891,798

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
D A WEBSTER	SEE ATTACHED	396,743		9,891,798

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603 page 2/2 15 July 2001

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The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
Name Address
D A WEBSTER PO BOX 2108, CLAREMONT, WA 6010
print name D A WEBSTER capacity DIRECTOR
sign here date 30 / 09 / 14
DIRECTIONS
If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an
equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to
throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the
See the definition of "associate" in section 9 of the Corporations Act 2001.
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
The voting shares of a company constitute one class unless divided into separate classes.
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant
The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out
the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany
this form, together with a written statement certifying this contract, scheme or arrangement; and
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to
which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become
entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be
included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom
the relevant interest was acquired.
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6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

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Name and ACN/ARSN (if applicable) Nature of association
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
D A WEBSTER PO BOX 2108, CLAREMONT, WA 6010
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Signature

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

DETAILS OF PRESENT HOLDERS

REGISTERED HOLDER NUMBER COBPEN CO INVESTMENTS PTY LTD 8,077,301 DAVID ARTHUR WEBSTER 934,497 D A WEBSTER (WEBSTER FAMILY SUPER FUND) 880,000 9,891,798

DATE PERSON NATURE 26/08/11 D A WEBSTER PURCHASE 29/08/11 D A WEBSTER PURCHASE 30/08/11 D A WEBSTER PURCHASE 31/08/11 D A WEBSTER PURCHASE 31/08/11 D WEBSTER SUPER OFF MKT 27/10/11 D WEBSTER SUPER RIGHT ISS 27/10/11 D A WEBSTER RIGHTS ISS 01/05/12 D A WEBSTER EXERC OPT 10/09/12 COBPEN CO PURCHASE 04/10/12 COBPEN CO PURCHASE 19/10/12 COBPEN CO PURCHASE 15/04/13 COBPEN CO PURCHASE 15/05/13 COBPEN CO PURCHASE 27/05/13 COBPEN CO PURCHASE 31/05/13 COBPEN CO PURCHASE 24/12/13 COBPEN CO PURCHASE 14/02/14 COBPEN CO PURCHASE 28/03/14 COBPEN CO PURCHASE 23/05/14 COBPEN CO PURCHASE 02/06/14 COBPEN CO PURCHASE 26/09/14 COBPEN CO SPP 26/09/14 D A WEBSTER SPP 02/06/14 COBPEN CO LOAN CONVER	AMOUNT $4,500 $15,597 $1,800 $2,700 $72,000 $7,200 $2,460 $12,000 $26,255 $2,000 $3,500 $8,866 $4,173 $1,320 $114 $2,970 $3,380 $4,906 $3,447 $1,555 $15,000 $15,000 $186,000 $396,743	NUMBER 50,000 173,297 20,000 30,000 800,000 80,000 27,329 150,000 612,000 40,000 70,000 231,248 162,559 44,000 3,797 92,828 95,000 86,000 105,998 50,000 483,871 483,871 6,000,000 9,891,798