1304409--5/4/2010--ATHENA_SILVER

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Risks Associated with our Craft Beer Business Due to our history of operating losses our auditors are uncertain that we will be able to continue as a going concern. We do not yet have a history of earnings, profit or return on investment and there is no assurance that we will operate profitably or provide a return on investment in the future. We owe significant amounts to our creditors, including taxes to federal and state taxing authorities, a portion of which are delinquent. Taxing authorities could shut down our business and foreclose on our assets for non-payment of delinquent taxes. We will continue to need significant capital, without which our business may fail. If we are unable to expand our product distribution, we may not be able to achieve break-even operation results. We rely heavily upon independent distributors to market our product. Those distributors also market other alcoholic beverages, including other craft beers that are competitive with ours. As a result, distributors over whom we exercise little control can significantly influence the degree to which retailers and consumers buy our products instead of products of competitive microbreweries. Aging of inventories may result in material losses in the future. Possible increases in excise taxes could adversely affect our business. Operating hazards related to our business could result in liability risks in excess of our insurance. Shifting public attitudes toward alcohol consumption may impact revenues. We have no contracts with our suppliers of hops and grain. Supply shortages could adversely affect our business. Risks Associated with our Silver Exploration and Development Business We have no history of or experience in mineral production . We have no proven or probable reserves. The exploration of mineral properties is highly speculative in nature, involves substantial expenditures and is frequently non-productive. Even if our exploration efforts at Langtry are successful, we may not be able to raise the funds necessary to develop the Langtry Project. We may not be able to obtain permits required for development of the Langtry Project. The mining industry is intensely competitive. Our future success is subject to risks inherent in the mining industry. Our future profitability will be affected by changes in the prices of metals. We are subject to significant governmental regulations. Changes in mining or environmental laws could increase costs and impair our ability to develop our properties . We are subject to environmental risks. The market price of silver is volatile. Low silver prices could result in decreased revenues, decreased net income or losses and decreased cash flows, and may negatively affect our business. We might be unable to raise additional financing necessary to complete capital needs, conduct our business, make payments when due. The estimation of ore reserves is imprecise and depends upon subjective factors. Estimated ore reserves may not be realized in actual production. Our operating results may be negatively affected by inaccurate estimates. The estimation of the ultimate recovery of metals contained within a heap leach pad inventory is inherently inaccurate and subjective and requires the use of estimation techniques. Actual recoveries can be expected to vary from estimations. Silver mining involves significant production and operational risks. We may suffer from the failure to efficiently operate its mining projects. Mineral exploration and development inherently involves significant and irreducible financial risks. We may suffer from the failure to find and develop profitable mines. Significant investment risks and operational costs are associated with our exploration, development and mining activities. These risks and costs may result in lower economic returns and may adversely affect our business. There will be significant hazards associated with our mining activities, some of which may not be fully covered by insurance. To the extent we must pay the costs associated with such risks, our business may be negatively affected. We are subject to significant governmental regulations, and their related costs and delays may negatively affect our business. Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures. We are required to obtain government permits to begin new operations. The acquisition of such permits can be materially impacted by third party litigation seeking to prevent the issuance of such permits. The costs and delays associated with such approvals could affect our operations, reduce our revenues, and negatively affect our business as a whole. Any of our future acquisitions may result in significant risks, which may adversely affect our business We are continuously considering possible acquisitions of additional mining properties or interests therein that are located in other countries, and could be exposed to significant risks associated with any such acquisitions. Our ability to find and acquire new mineral properties is uncertain. Accordingly, our prospects are uncertain for the future growth of our business.

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1304409--5/4/2010--ATHENA_SILVER_CORP