Athena Resources : Placement

3 December 2019

PLACEMENT TO RAISE $280,000

Athena Resources Limited (ASX:AHN) (Athena) is pleased to announce that it has completed a placement of 8,000,000 fully paid ordinary Athena shares at an issue price of $0.035 each to raise $280,000 (Placement).

The shares under the Placement (Placement Shares) have been issued to Goldway Mega Trade Limited (Goldway), a Hong Kong registered company. Goldway is not a related party of Athena.

The placement of 8,000,000 shares does not require shareholder approval as it has been issued under the Company's existing placement capacity under ASX Listing Rule 7.1 (and does not exceed 15% of the Company's capital).

The proceeds of the Placement (being $280,000) together with the new cash portion of the placement announced on 27 September 2019 of $391,000 will be used as follows:

• $350,000 - for ongoing exploration programs at Byro, including upgrade of the Fe1 resource from inferred to indicated and measured resource, drilling RC and Diamond; and
• $321,000 - for working capital, including costs of the Placement.

Attached is an Appendix 3B in respect of the Shares issued under the Placement.

The Placement Shares were issued today and are subject to a voluntary escrow period of 12 months from the date of issue and a holding lock over the Placement Shares for the duration of this period.

Authorised by the Board.

Ed Edwards

Executive Director

ATHENA RESOURCES LIMITED

Shareholder queries: Ed Edwards, Executive Director, telephone [phone].