Athena Resources : Corporate Governance 2020

Corporate Governance Statement

The Directors (the "Board") of Athena Resources Limited ("Athena" or "the Company") are committed to the implementation of the highest standards of corporate guidance. In determining what these standards should be, the Board references guidance and supports, where appropriate the Corporate Governance Principles and Recommendations with 2014 amendments (3rd Edition) (3rd Edition Recommendations or ASX Recommendations") established by the ASX Corporate Governance Council (the "Council")

This statement outlines the key aspects of Athena Resources' governance framework and practices. The charters, policies and procedures are reviewed regularly and updated to comply with the law and best practice. This statement contains specific information and discloses the extent to which the Company intends to or is able to follow the 3rd Edition Recommendations. The charters and policies of the Company can be viewed on the Company's website www.athenaresouces.com.au

The Council's recommendations are not prescriptive and, if certain recommendations are not appropriate for the Company given its circumstances, it may elect not to adopt that particular practice in limited circumstances. The Company believes that during the reporting period ended 30 June 2020 its practices are largely consistent with those of the 3rd Edition Recommendations and where they do not follow a recommendation this statement identifies those that have not been followed and details reason for the non-adherence. Even where there is deviation from the recommendations the Company continues to review and update its policies and practices in order that it keeps abreast of the growth of the Company, the broadening of its activities, current legislation and good practices.

The Corporate Governance Principles and Recommendations with 2014 amendments are:

1. Lay solid foundations for management and oversight
2. Structure the Board to add value
3. Promote ethical and responsible decision making
4. Safeguard integrity in financial reporting
5. Make timely and balanced disclosure
6. Respect the rights of the shareholders
7. Recognise and manage risk
8. Remunerate fairly and responsibility

The Corporate Governance statement reports on the main practices of Athena Resources as at the 30 June 2020 and has been approved by the Board and has been update on change of director on 29 December 2017.

Principle 1

Lay solid foundations for management and oversight

Role of the Board

The Board is responsible for guiding and monitoring Athena Resources Limited (and its controlled entities on behalf of the members by whom they are elected and to whom they are accountable. Given the size of the Company and the Board, the Board undertake an active role in the management of the Company.

The Board is ultimately responsible for and has the authority to determine all matters relating to the strategic directions, policies, practices, establishing goals for management and the operation of the Company.

The Board's role and the Company's Corporate Governance practices are continually being reviewed and updated to reflect the Company's circumstances and growth. The Board has adopted a Charter which sets out the responsibilities of the Board and its structure and governance, as well as the matters expressly reserved for the Board and those delegated to management. A copy of the Charter is available on the Company's website.

The Board is responsible for determining the strategic direction and objectives of the Company and overseeing management's achievements against these.

The Board has the responsibility of executives such as a Chief Executive Officer ("CEO"), Chief Operating Officer ("COO"), Chief Financial Officer ("CFO") (or their equivalent) and the Company Secretary. The Board is also responsible for approving and monitoring the progress of major capital expenditure, capital raising and management, acquisition and divesture of Company assets.

(ASX Recommendation 1.1)

Structure of the Board

The Board currently comprises of three Directors. Details of the Directors in office at the end of the year under review are:

(ASX Recommendation 2.2 & 2.3)

Details of all Directors during the year are set out in the section of the Annual Report headed 'Directors Report'.

The Company is guided by the board for the selection, nomination and appointment of Directors. As part of this process the Board ascertain the qualifications and experience that a potential candidate possesses. Background checks, as appropriate are carried out before a person is appointed by the Board. Prior to the Annual General Meeting, the Board determines the suitability of a Director for re-election with reference to the outcome of annual Board performance reviews and any other relevant matters. Sufficient background information including biographical details and other directorships is provided in the Annual Report and/or the Notice of Meeting in order for shareholders to inform themselves of potential candidates and their independency.

(ASX Recommendation 1.2)

The Managing Director, Company Secretary and senior executives of the Company have agreements in writing with Company which sets out their key terms and conditions of their appointment. Given the size of the Company at this stage and the experience and skills that the non-executive directors' possess, the Board do not believe that there would be any benefit to the Company in entering into formal agreements with the non-executive directors.

(ASX Recommendation 1.3)

Company Secretary

The Company Secretary is directly accountable to the Board through the Chairman, who the Company Secretary has direct contact and line of reporting to. The Company Secretary is responsible for advising the Chairman and the Board to manage the day to day governance framework of the Company. The responsibilities of the Company Secretary are contained in the Charter which is

available on the Company's website. (ASX Recommendation 1.4)

Diversity Policy

As the Company has a small number of staff, the Board does not believe that any benefit would be obtained in setting measurable objectives for achieving gender diversity and has not done so. Neither is the Company a 'relevant employer' under the Workplace Gender Equality Act.

A copy of the Company's Diversity Policy can be found on the website. (ASX Recommendation 1.5)

Annual Review

The Board has appointed the Chairman as the person responsible for conduction at least an annual, or as necessary, a review of the performance of key executives, both qualitative and quantitative measures will be used consistent with performance targets set annually by the Board in consultation with the respective executive. The Chairman will report to the Board on their performance and the Board will then consider any changes to remuneration and the establishment of any new performance targets.

(ASX Recommendation 1.6)

The Chairman conducted an executive management review during the year under review. (ASX Recommendation 1.7)

Principle 2

Structure of the Board to add value

The names of the Directors at the date of this report, or throughout the year, and their qualifications and dates of office are set out in the section of the Annual Report headed 'Directors Report'.

The size and composition of the Board is determined so as to provide the Company with a broad base of industry, business, technical, administrative, financial and corporate skills considered necessary to achieve the strategic objectives of the Company.

The Board considers that the independence of Directors is based on their capacity to put the best interest of the Company and its shareholders ahead of all other interests, so that Directors are capable of exercising objective independent judgement.

The Board has regard to the potential for conflict of interest, whether actual or perceived when evaluating vacancies to be filled and the extent or materiality of these in the ongoing assessment of a director's independence. The Board is of the view that the existence of one or more of the relationships as defined the 3rd Edition will result in the Director not being classified as independent and the Company will seek to implement additional safeguards to ensure independence.

ASX Recommendation 2.4 requires a majority of the Board to be independent i.e. a non-executive director who is not a member of management and free from any business or other relationship that could materially interfere with the independence of the judgment of a director. Based on this definition no Directors are considered independent

Notwithstanding the 3rd Edition Recommendations are not strictly followed the Board believes that given the history of the Company, it is not practical at this stage to have a majority of independent Directors or an independent Chairman. Therefore, the Board takes the view that the interests of the Shareholders are

best served with the present composition of the Board and has resolved that the situation will be monitored as the operations of the Company evolve and appointment of independent Directors as the necessity and opportunities arise.

Each Director is required to disclose any interest which might create a potential conflict of interest with his duties as director, or which would affect his independence. Directors are appointed in accordance with the Constitution of the Company and are appointed for a period of 3 years until the third annual general meeting following the appointment. Any Director appointed by the Board during the year stands for reelection at the next annual general meeting.

Given the size of the Company there is no formal induction process for new directors. Rather any new Director will be provided with a personalised induction which will be dependent upon the skills, experience and knowledge of the Company that the new Director may possess. A new Director induction will include meetings with management and the provision of the Company's policies and procedures.

(ASX Recommendation 2.6)

Neither has the Company established a Nomination and Remuneration Committee to review Board membership. Due to the size of the Company this does not comply with ASX Recommendation 2.1. The Board takes the view that the interests of the Shareholders are best served with the Board, as a whole fulfilling this role but has resolved that the situation will be monitored as the operations of the Company evolve and the formation of a Nomination and Remuneration Committee will be implemented as the necessity and opportunity arises.

Principle 3

Act ethically and responsibly

Charter

The Board operates in accordance with the broad principles set out in the Charter, which is reviewed and updated by the Board on an annual basis. It has also adopted a written Code of Conduct which establishes guidelines for its conduct. The purpose of the Code of Conduct is to ensure that Directors, officers, employees and contractors act honestly, responsibly, legally and ethically and in the best interest of the Company.

Code of Conduct

The code of conduct aims to encourage the appropriate standards of conduct and behaviour of directors, officers, employees and contractors of the company.

They are expected to act with integrity and objectively, striving at all times to enhance the reputation and performance of the Company. In general, the Company requires that each must comply with all laws and regulations. This includes understanding the laws and regulations relevant to their work and complying with the legal requirements of the jurisdiction in which the Company operates.

They should not engage in activities or hold or trade assets that involve, or could appear to involve, a conflict between their personal interest and the interests of the Company. The practices of the Board are aimed at promoting ethical and responsible decision making. The Board strives for a good corporate governance and industry's best practice. It specifically requires that:

• Employees of the Company act honestly, in good faith and in the best interests of the Company:
• Employees have a duty to use due care and diligence in fulfilling the functions of their position and exercising the powers attached to their employment:
• Employees must recognise that their primary responsibility is to the Company's stakeholders:
• Employees must not take advantage of their position for personal gain, or the gain of their

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