ATHENA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

Dec 9, 2008

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ABN 69 113 758 900

Notice of General Meeting Explanatory Statement

and

Proxy Form

63 Lindsay Street, Perth, WA 6000 Ph: 08 9428 2900 Fax: 08 9428 2910

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ABN 69 113 758 900

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of members of Athena Resources Limited (“Athena”) will be held on Thursday 15 January 2009 commencing at 10.00am at 63 Lindsay Street, Perth, Western Australia for the purpose of transacting the business set out below.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the matter to be considered.

AGENDA

BUSINESS

1. Proposed Capital Raising – Shares and Options to a Director

To consider and, if thought fit, to pass the following as an ordinary resolution :

“That, for the purposes of ASX Listing Rules 10.11 and all other purposes, the issue and allotment to a Director or his nominee of up to 1,000,000 ordinary fully paid shares ranking equally in all respects with the existing ordinary shares on issue at a subscription price of 4 cents each, together with the grant of one free Option for every one Share subscribed for and issued, (such Options to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting), is approved.”

For the purposes of Listing Rule 10.13.6, the Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of an ordinary security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

For the purposes of determining voting entitlements at the general meeting, Shares will be taken to be held by persons who are registered as holding Shares at 10.00am on 13 January 2009. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

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Athena Resources Limited

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

BY ORDER OF THE BOARD

E W Edwards

Company Secretary

10 December 2008

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Athena Resources Limited

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ABN 69 113 758 900
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EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of members of Athena Resources Limited (“Athena”) in connection with the business to be conducted at the General Meeting of members to be held at 10.00am on Thursday 15 January 2009 at 63 Lindsay Street, Perth, Western Australia.

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of General Meeting.

Shareholders should note that all the directors approved the proposal to put the resolution to shareholders as outlined in the Notice of General Meeting and to prepare this Explanatory Statement.

On 26 September 2008 shareholders approved a resolution under ASX Listing Rules 10.11 for, the issue and allotment within one month of the date of the meeting to Mr A Thomson or his nominee of up to 500,000 Shares (with free attaching Options) at a subscription price no less than 80% of the average market price calculated in accordance with ASX Listing Rules. The 500,000 Shares and Options was part of an approval of an issue of up to 10,000,000 Shares and Options.

On 18 November 2008 the Directors announced pursuant to approval by shareholders on 26 September 2008, a placement of 7,500,000 Shares and 7,500,000 Options pursuant to a private placement to sophisticated investors to raise $300,000. The proposed allotment of Shares and Options to Mr Thomson did not proceed as the placement was completed outside the one month time limit allowed under ASX Listing Rules for the placement of securities to a director. The proposed placement of Shares and Options to Mr A Thomson under Resolution 1 will be at the same price and on the same terms as the private placement to sophisticated investors on 18 November 2008.

ASX Listing Rule Requirements

• ASX Listing Rule 10.11 relevantly provides that the prior approval of shareholders of Athena is required for the issue of equity securities to a related party. If approval is given for the issue of securities under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1. ASX Listing Rule 10.13 sets out the information to be provided to shareholders in the notice of meeting. The company is seeking shareholder approval to the proposed allotments to a related party pursuant to resolution 1.

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Athena Resources Limited

2. PROPOSED CAPITAL RAISING – SHARES AND OPTIONS TO DIRECTOR (Resolution 1)

Resolution 1 is seeking approval under Listing Rule 10.11 to permit a Director to participate in a proposed issue of Shares up to a maximum of 1,000,000 Shares, with free attaching Options.

In compliance with the information requirements of ASX Listing Rule 10.13 members are advised of the following particulars:

• (a) Names of participants:

Director of the Company, being:

Mr Andrew Thomson or his nominee

• (b) Maximum number of securities to be issue:

1,000,000 Shares and Options.

• (c) Date by which Athena will issue securities:

No later than one month after the date of this meeting.

• (d) Price at which securities to be issued:

4 cents per Share, together with the grant of one free Option for every one Share subscribed for and issued.

• (e) Terms of issue:

The Shares will rank equally in all respects with the existing Shares on issue. The Options will be issued on the terms and conditions as outlined in Appendix “A”.

• (f) Intended use of funds raised:

Funds raised from the issue of securities will be utilised to fund future exploration programmes in relation to the Company's existing projects and for general working capital purposes.

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Athena Resources Limited

4. CAPITAL STRUCTURE

On completion of the issue of Shares and Options contemplated by this Notice of General Meeting, the capital structure of the Company will be as follows:

Number of Shares Issued Capital 37,200,649 Shares at the date of this notice 1,000,000 Shares offered pursuant to Share Placement Issue 38,200,649

Number of		Exercise
Options	Description	Price
36,423,649	Options at date of this notice	$0.20
1,000,000	Options offered pursuant to Share Placement Issue	$0.20
37,423,649

4. DEFINITIONS

$

means Australian dollars. All amounts in this Explanatory Statement are in Australian dollars unless otherwise stated.

ASX

means ASX Limited.

ASX Listing Rules or Listing Rules

means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Athena or the Company

means Athena Resources Limited (ABN 69 113 758 900).

Directors Official Quotation:

means the directors of the Company.

has the same meaning as in the ASX Listing Rules.

Option

means an option to acquire a Share at an exercise price of 20 cents per option on or before 30 November 2009 issued on the terms and conditions as specified in Annexure “A”.

Share

means a fully paid ordinary share in the capital of Athena.

Share Placement Issue

means the proposed issue of up to 1,000,000 Shares with one attaching free Option for every one Share subscribed and issued, at a subscription price of 4 cents per Share, payable in full on application.

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Athena Resources Limited

ANNEXURE A

Terms of Options

A summary of the terms and conditions of the Options are as follows:

• (a) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company.

• (b) The Options are exercisable at 20 cents each.

• (c) The Options will expire on 30 November 2009 (the “Expiry Date”).

• (d) The Options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price.

• (e) The Options are freely transferable.

• (f) All shares issued upon exercise of the Options will rank pari passu in all respects with the company’s then existing ordinary fully paid shares. The company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.

• (g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of Options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(h) If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue ), then upon exercise of their Options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue ( bonus shares ) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their Options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.

(i) There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.

(j) In the event of any reorganisation of the issued capital of the company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

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Athena Resources Limited

PROXY FORM

The Secretary Athena Resources Limited 63 Lindsay Street Perth WA 6000

I/We (full name)

---

of____________

being a member(s) of Athena Resources Limited, hereby appoint as my/our proxy

---

of____________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the general meeting of the Company to be held at 10.00am on Thursday 15 January 2009 and at an adjournment thereof in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

The Corporations Act 2001 does not allow the Chairman to vote undirected proxies in the case of resolution 1.

RESOLUTIONS

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FOR AGAINST ABSTAIN
1 Proposed Capital Raising – Shares and Options � � �
to a Director
If the member is an individual or joint holder:
____ ____
Usual Signature Usual Signature
Dated this day of 200 .
If the member is a Company:
The Common Seal of the Company
was hereunto affixed in
the presence of:
_____ _________
Director Director/Secretary
Dated this day of 200 .
Athena Resources Limited 7
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INSTRUCTIONS AS TO VOTING

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect to the resolution, please place a mark in the box.

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By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and that votes cast by the Chair of the meeting other than as proxy holder will be disregarded because of that interest.

If you do not mark the box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

NOTES

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (63 Lindsay Street, Perth, Western Australia, 6000) or sent by facsimile to that office on Fax: 08 9428 2910 to be received not less than 48 hours prior to the time of the meeting.

5. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.

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Athena Resources Limited