Athena Resources : Placement of Shares

27 September 2019

PLACEMENT TO RAISE $391,000

Athena Resources Limited (ASX:AHN) (Athena) is pleased to announce that it has completed a placement of 11,171,429 fully paid ordinary Athena shares at an issue price of $0.035 each to raise $391,000 (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.

In addition to the Placement, Athena has converted an existing loan of $366,900 via the issue of 10,482,857 fully paid ordinary shares in Athena at a conversion price of $0.035 (Conversion Shares). The Conversion Shares are in satisfaction of an existing unsecured, non-interest bearing working capital loan previously advanced in instalments by Goldway.

The issue of the Placement Shares and Conversion Shares does not require shareholder approval as it will be 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 will be used to as follows:

• $110,000 - RC Drilling; and
• $281,000 - working capital, including costs of the Placement.

Attached is an Appendix 3B in respect of the Placement Shares and Conversion Shares.

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

Ed Edwards

Executive Director

ATHENA RESOURCES LIMITED