ATNA
RESOURCES LTD. 


 


AMENDED
& RESTATED STOCK OPTION PLAN


 





 






 


		1.	NAME
                                         AND PURPOSE OF THE PLAN



 


		1.1	Name of the Plan



 


The stock option plan
constituted hereby for directors, officers and Service Providers (as defined below) of Atna Resources Ltd. (the “Company”)
and its subsidiaries shall be known as the Atna Resources Stock Option Plan (the “Plan”). This Plan, effective
May 7, 2013, amends the Stock Option Plan of the Company adopted on April 26, 2007, as amended on March 25, 2008 and May 5,
2009.


 


		1.2	Purpose of the Plan



 


The purpose of the Plan
is to give to directors, officers and Service Providers the opportunity to participate in the profitability of the Company by
granting to such individuals options, exercisable over periods of up to five years as determined by the Board, to buy common shares
of the Company at a price at least equal to the Market Price (as defined below) prevailing on the date the option is granted.
This opportunity to participate in the profitability of the Company will facilitate the alignment of the interests of the directors,
officers and Service Providers of the Company.


 


In addition, the Plan
will allow the Company to:


 


		(a)	offer a competitive compensation
                                         package offered to directors, officers or Service Providers with the ability to review
                                         the compensation on an annual basis and grant options accordingly; and



 


		(b)	grant options as a form of special
                                         consideration for an exceptional contribution made to the Company by a director, officer
                                         or Service Provider.



 


		2.	INTERPRETATION



 


		2.1	Definitions



 


In this Plan, the following
terms shall have the following meanings:


 


“10% Shareholder”
means any U.S. Participant who owns, taking into account the constructive ownership rules set forth in Section 424(d) of the Code,
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company (or of any Parent or Majority
Owned Subsidiary).


 


“1933 Act”
means the United States Securities Act of 1933, as amended.


 


“Applicable Law”
means all federal, provincial and foreign laws and any regulations, instruments or orders enacted thereunder, and the rules, regulations
and policies of the Exchanges applicable to the Company and the Optionees in respect of the operation and administration of the
Plan.


 




    	 



    	 



    

  


“Associate”
means an associate as defined in the Securities Act.


 


“Blackout Period”
means an interval of time during which the Company has determined that no director, officer or Service Provider may trade any
securities of the Company because they may be in possession of confidential information.


 


“Board”
means the board of directors of the Company and any committees of the board of directors to which any or all authority, rights,
powers and discretion with respect to the Plan has been delegated.


 


“Cause”
means any act, omission or course of conduct recognized as cause under applicable law, including, without limitation, embezzlement,
theft, fraud, wilful failure to follow any lawful directive of the Company and wilful misconduct detrimental to the interests
of the Company.


 


“Change of Control”
means (i) any change in ownership, direct or indirect, of shares of the Company as a result of which, or following which, a person
or group of persons beneficially owns, directly or indirectly, or exercises control or direction over shares of the Company, which
would entitle the person or group of persons to cast more than 50% of the votes attaching to all shares of the Company that may
be cast to elect directors of the Company; or (ii) the acquisition by a person or a group of persons of all or substantially all
of the assets of the Company, including without limitation, the right to the Company’s reserves.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


“Company”
means Atna Resources Ltd. and its successors.


 


“Disability”
means any disability with respect to an Optionee, which the Board, in its sole and unfettered discretion, considers likely to
prevent permanently the Optionee from:


 


		(a)	being employed or engaged by the
                                         Company, its Subsidiaries or another employer, in a position the same as or similar to
                                         that in which he was last employed or engaged by the Company or its Subsidiaries;



 


		(b)	acting as a director or officer
                                         of the Company or its Subsidiaries; or



 


		(c)	engaging in any substantial gainful
                                         activity by reason of any medically determinable mental or physical impairment that can
                                         be expected to result in death or that has lasted, or can be expected to last, for a
                                         continuous period of not less than 12 months.



 


“Employee”
means any person, including officers and directors, who is an employee of the Company (or any Parent or Majority Owned Subsidiary)
for purposes of Section 422 of the Code.


 


“Exchange”
means the Toronto Stock Exchange or, if the Shares are not listed on the Toronto Stock Exchange, such other stock exchange on
which the Shares are listed that in the opinion of the Board is the Company’s principal or “home” exchange.


 


“Expiry Date”
means the date set by the Board under Section 3.1 of the Plan, as the last date on which an Option may be exercised by the Optionee.


 




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“Grant Date”
means the date specified in an Option Agreement as the date on which an Option is granted.


 


“Incentive Stock
Option” means an Option granted to a U.S. Participant that is intended to qualify as an “incentive stock option”
pursuant to Section 422 of the Code.


 


“Income Tax Act”
means the Income Tax Act (Canada), as amended, as at the date hereof.


 


“Insider”
means:


 


		(a)	an insider as defined in the Securities
                                         Act, other than a person who is an insider solely by virtue of being a director or
                                         senior officer of a Subsidiary; and



 


		(b)	an Associate of any person who is
                                         an insider under section (a).



 


“Majority Owned
Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company,
if each corporation (other than the last corporation) in such chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. The preceding definition of the
term “Majority Owned Subsidiary” is intended to comply with, and will be interpreted consistently with the definition
of disability under Section 424(f) of the Code.


 


“Market Price”
of Shares at any Grant Date means:


 


		(a)	subject to paragraph (b), the average
                                         of the daily high and low board lot trading prices of the Shares on the Exchange for
                                         the three trading days immediately preceding the time the Option is granted, including
                                         such prices on the Grant Date if the grant is made after the close of trading; or



 


		(b)	if the Shares are not listed on
                                         any Exchange, the average of the daily high and low board lot trading prices of the Shares
                                         on any stock exchange on which the Shares are listed or dealing network on which the
                                         Shares trade for the three trading days immediately preceding the time the Option is
                                         granted, including such prices on the Grant Date if the grant is made after the close
                                         of trading.



 


“Nonqualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


“Option”
means an option to purchase Shares granted pursuant to this Plan.


 


“Option Agreement”
means an agreement, in the form attached hereto as Schedule A, whereby the Company grants to an Optionee an Option.


 


“Option Price”
means the price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of Section
5.


 


“Option Shares”
means the aggregate number of Shares, which an Optionee may purchase under an Option.


 


“Optionee”
means each of the directors, officers and Service Providers granted an Option pursuant to this Plan and their heirs, executors
and administrators and, subject to the policies of the Exchange, an Optionee may also be a corporation wholly-owned by an individual
eligible for an Option grant pursuant to this Plan.


 




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“Parent”
any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each corporation in
such chain (other than the Company) owns common shares possessing fifty percent (50%) or more of the total combined voting power
of all classes of common shares in one of the other corporations in such chain. The preceding definition of the term “Parent”
is intended to comply with, and will be interpreted consistently with, Section 424(e) of the Code.


 


“Plan”
means this Atna Resources Stock Option Plan, as amended from time to time in accordance with the provisions hereof.


 


“RSU Plan”
means the Restricted Share Unit Plan of the Company dated for reference May 7, 2013, as amended from time to time in accordance
with the provisions thereof.


 


“Securities
Act” means the Securities Act, (Ontario), as amended, as at the date hereof.


 


“Service Provider”
means:


 


		(a)	an employee or Insider of the Company
                                         or any of its Subsidiaries;



 


		(b)	any other person or Company engaged
                                         to provide ongoing management or consulting services for the Company, or for any entity
                                         controlled by the Company, for an initial, renewable or extended period of twelve months
                                         or more; and



 


		(c)	any person who is providing ongoing
                                         management or consulting services to the Company or to any entity controlled by the Company
                                         indirectly through a Company that is a Service Provider under section (b).



 


“Share Compensation
Arrangement” means this Plan, the RSU Plan and any share option plan, employee stock purchase plan or any other compensation
or incentive mechanism involving the issuance or potential issuance of Shares, including a share purchase from treasury which
is financially assisted by the Company by way of a loan, guarantee or otherwise.


 


“Shares”
means the common shares in the capital of the Company as constituted on the date of this Plan provided that, in the event of any
adjustment pursuant to Section 5, “Shares” shall thereafter mean the shares or other property resulting from the events
giving rise to the adjustment.


 


“Subsidiary”
means any corporation or company of which outstanding securities to which are attached more than 50% of the votes that may be
cast to elect directors thereof are held (provided that such votes are sufficient to elect a majority of such directors), other
than by way of security only, by or for the benefit of the Company and/or by or for the benefit of any other corporation or company
in like relation to the Company, and includes any corporation or company in like relation to a Subsidiary.


 


“Unissued Option
Shares” means the number of Shares, at a particular time, which have been allotted for issuance upon the exercise of
an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of Section 5, such adjustments
to be cumulative.


 




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“U.S. Participant”
means an Optionee who is a citizen of the United States or a resident of the United States, as defined in Section 7701(a)(30)(A)
and Section 7701(b)(1)of the Code.


 


“Vested”
means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the
Option Agreement.


 


		2.2	Number and Gender



 


This Plan shall be read
with all changes in number and gender required by the context.


 


		2.3	Sections



 


A reference to a Section
includes all subsections in that Section, unless the context otherwise requires.


 


		2.4	Currency



 


Unless the context otherwise
requires or the Board determines otherwise, all references to currency shall be to the lawful money of Canada.


 


		3.	GRANT
                                         OF OPTIONS AND ADMINISTRATION OF THE PLAN



 


		3.1	Option Terms



 


The Board may from time
to time authorize the issue of Options to directors, officers and Service Providers of the Company and its Subsidiaries and Majority
Owned Subsidiaries on the terms and subject to the conditions set out in this Plan and any additional terms and conditions imposed
by the Company and set out in the Option Agreement as determined by the Board in its sole and unfettered discretion. Notwithstanding
any terms imposed by the Company, the Option Price under each Option shall be not less than the Market Price on the Grant Date
or such other minimum price as may be required by the Exchange, the Expiry Date for each Option shall be set by the Board at the
time of issue of the Option and shall not be more than five years after the Grant Date, subject to the Blackout Expiration Term
shall not be assignable (or transferable) by the Optionee. The Option Price for an Option will be in Canadian dollars or U.S.
dollars as determined by the Board on the Grant Date. If the Option Price is in U.S. dollars, then, for the purpose of determining
that the Option Price is not less that the Market Price, the Board will use the noon spot exchange rate on the Grant Date for
U.S. dollars expressed in Canadian dollars as reported by the Bank of Canada or, in the event such spot exchange rate is not available,
such spot exchange rate on such date for U.S. dollars expressed in Canadian dollars as may be deemed by the Board to be appropriate.
For greater certainty, an Option is exercisable only in the currency in which the Option Price was determined by the Board.
For greater certainty, the Board shall not be permitted to amend the Option Price except as set out in Section 5 of
this Plan.


 


		3.2	Blackout Period Allowance.



 


In the event that the
Expiry Date of an Option granted under the Plan occurs during a Blackout Period or within 5 business days thereafter, such Option
will continue to be exercisable under the terms of the Plan up to 5:00 p.m. (Vancouver time) on the tenth business day following
the end of such Blackout Period (the “Blackout Expiration Term”).


 




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Notwithstanding the foregoing,
if at the time the Optionee ceases to be a director, officer or Service Provider due to early retirement, voluntary resignation
or termination by the Company for reasons other than Cause, there is a Blackout Period, or if at any time during the 30 day period
set out in Sections 4.4(c)(ii) and 4.4(c)(iii), there is a Blackout Period, then in calculating the time that the Option then
held by the Optionee shall be exercisable to acquire any Unissued Option Shares that have Vested, the portion of such 30 day period
that remains upon the commencement of a Blackout Period shall be in addition to any such Blackout Period.


 


		3.3	Limits on Shares Issuable on Exercise
                                         of Options



 


Subject to Section 5.1,


 


		(a)	the maximum number of Option Shares
                                         that may be issuable pursuant to Options granted under the Plan, which options are outstanding
                                         but unexercised and whether or not they are Vested (which, for greater certainty, shall
                                         include the Incentive Stock Options referred to in Section 6.3), shall be a number equal
                                         to 10% of the number of issued and outstanding Shares on a non-diluted basis at any time,
                                         less the aggregate total number of Shares that are, from time to time, subject to issuance
                                         under outstanding rights that have been granted by the Company under any other Share
                                         Compensation Arrangement, including outstanding restricted share units issued by the
                                         Company under its RSU Plan;



 


		(b)	unless permitted by Regulatory Approval
                                         and, if required by Applicable Law, shareholder approval is obtained:



 


		(i)	the aggregate number of Shares which
                                         may be issuable to Insiders pursuant to Options granted under this Plan and under any
                                         other Share Compensation Arrangement shall not exceed 10% of the total number of issued
                                         and outstanding Shares at the Grant Date on a non-diluted basis;



 


		(ii)	the aggregate number of Shares which
                                         may be issued to Insiders pursuant to Options granted under this Plan and under any other
                                         Share Compensation Arrangement, within any one-year period, shall not exceed 10% of the
                                         total number of issued and outstanding Shares at the end of such period on a non-diluted
                                         basis; and



 


		(iii)	the aggregate number of Shares which
                                         may be reserved for issuance, from time to time, to any one Service Provider under this
                                         Plan and under any other Share Compensation Arrangement may not exceed 5.0% of the total
                                         number of issued and outstanding Shares at the Grant Date on a non-diluted basis.



 


For the purposes of this
Section 3.3, Shares issued pursuant to an entitlement granted prior to the grantee becoming an Insider may be excluded in determining
the number of Shares issuable to Insiders. For the purposes of this Section 3.3, the total number of “issued and outstanding
Shares” is determined on the basis of the number of Shares that are issued and outstanding immediately prior to the grant
of Options in question.


 




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		3.4	Option Agreements



 


Each Option shall be confirmed
by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Company the Option Shares at
the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. The execution of an Option
Agreement shall constitute conclusive evidence that the grant of Options to the Optionee has been completed in compliance with
the Plan.


 


		3.5	Authority of the Board



 


Subject only to the express
provisions of the Plan and the requirements of any stock exchange on which the shares are listed, the Board shall have, and hereby
is specifically granted, the sole and unfettered authority:


 


		(a)	to grant Options to directors, officers
                                         and Service Providers and to determine the terms of, and the limitations, restrictions
                                         and conditions upon, such grants;



 


		(b)	to authorize any officer to execute
                                         and deliver any Option Agreement, notice, commitment or document and to do any other
                                         act as contemplated by the Plan for and on behalf of the Company;



 


		(c)	to interpret the Plan and to adopt,
                                         amend and rescind such administrative guidelines and other rules and regulations relating
                                         to the Plan as it may from time to time deem advisable;



 


		(d)	to make all other determinations
                                         and perform all such other actions as the Board deems necessary or advisable to implement
                                         and administer the Plan; and



 


		(e)	to delegate to the compensation
                                         committee or any other committee of the Board, on such terms as the Board in its discretion
                                         determines, all or any part of the authority of the Board hereunder to administer and
                                         implement the Plan.



 


		3.6	Discretion of the Board



 


The determinations of
the Board under the Plan (including, without limitation, determinations of Service Providers who may receive grants of Options
and the amount and timing of such grants), need not be uniform and may be made by the Board selectively among directors, officers
and Service Providers who receive, or are eligible to receive, grants of Options under the Plan, whether or not such directors,
officers and Service Providers are similarly situated as to office, length of service, salary or any other factor. The Board may,
in its discretion, authorize the granting of additional Options to an Optionee before an existing Option has terminated.


 


		3.7	Interpretation of the Plan



 


Except as set forth in
Section 5.4, the interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. Administration
of the Plan shall be the responsibility of the appropriate officers of the Company and the Company shall pay all costs in respect
thereof. All guidelines, rules, regulations, decisions and interpretations of the Board respecting the Plan, the Option Agreement
or the Options shall be binding and conclusive on the Company and on all Optionees and their respective legal personal representatives.


 




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		4.	EXERCISE
                                         OF OPTIONS



 


		4.1	When Options May be Exercised



 


Subject to this Section
4, an Option may be exercised to purchase any number of Option Shares up to the number of Unissued Option Shares that have Vested
at any time after the Grant Date up to the close of business in the location where the Company has its principal executive office
on the Expiry Date and shall not be exercisable thereafter.


 


		4.2	Manner of Exercise



 


The Option shall be exercisable
by delivering, prior to the Expiry Date, to the Company at the principal executive office of the Company, a notice specifying
the number of Option Shares in respect of which the Option is exercised together with payment in full of the Option Price for
each such Option Share. Upon notice and payment, there will be a binding contract for the issue of the Option Shares in respect
of which the Option is exercised, on and subject to the provisions of the Plan. Delivery of the Optionee’s cheque payable
to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the cheque is not honoured
upon presentation in which case the Option shall not have been validly exercised. All Option Shares subscribed for on exercise
of the Option shall be paid in full at the time of subscription. Under no circumstances shall the Company be obliged to issue
any fractional Shares upon the exercise of an Option. To the extent that an Optionee would otherwise have been entitled to receive,
on the exercise or partial exercise of an Option, a fraction of a Share in any year, the Option shall be cancelled with respect
to such fraction.


 


		4.3	Vesting of Option Shares



 


The Board may determine
and impose terms upon which each Option shall become Vested in
respect of Option Shares.


 


		4.4	Termination of Employment or Affiliation



 


If an Optionee ceases
to be a director, officer or Service Provider of the Company, his or her Option shall be exercisable as follows:


 


		(a)	Death, Disability or Retirement.
                                         If the Optionee ceases to be a director, officer or Service Provider of the Company or
                                         a Subsidiary, due to his or her death, Disability or retirement in accordance with the
                                         Company’s retirement policy in force from time to time, or, in the case of an Optionee
                                         that is a Company, the death, Disability or retirement of the person who provides management
                                         or consulting services to the Company or to any entity controlled by the Company, the
                                         Option then held by the Optionee shall be exercisable to acquire Unissued Option Shares
                                         that have Vested at the time of death, Disability or retirement at any time up to but
                                         not after the earlier of:



 


		(i)	365 days after the date of death,
                                         Disability or retirement; and



 




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		(ii)	the Expiry Date;



 


		(b)	Termination For Cause. If
                                         the Optionee, or the Optionee’s employer in the case of an Option granted to an
                                         Optionee who falls under the definition of Service Provider, ceases to be a director,
                                         officer or Service Provider of the Company or a Subsidiary as a result of termination
                                         for Cause, any outstanding Option held by such Optionee on the date of such termination,
                                         whether in respect of Option Shares that are Vested or not, shall be cancelled as of
                                         the date of delivery of written notice of termination (and specifically without regard
                                         to the date any period of reasonable notice, if any, would expire); and



 


		(c)	Early Retirement, Voluntary Resignation
                                         or Termination Other than For Cause. If the Optionee, or the Optionee’s employer
                                         in the case of an Option granted to an Optionee who falls under the definition of Service
                                         Provider, ceases to be a director, officer or Service Provider of the Company or a Subsidiary
                                         due to his or her retirement at the request of his or her employer earlier than the normal
                                         retirement date under the Company’s retirement policy then in force, or due to
                                         his or her voluntary resignation or due to the termination of his or her employment by
                                         the Company for reasons other than Cause, the Option then held by the Optionee shall
                                         be exercisable, subject to subsection (d), to acquire Unissued Option Shares that have
                                         Vested at the time of retirement, resignation or termination for reasons other than Cause,
                                         at any time up to but not after the earlier of:



 


		(i)	the Expiry Date;



 


		(ii)	30 days after the Optionee, or the
                                         Optionee’s employer in the case of an Option granted to an Optionee who falls under
                                         the definition of Service Provider, ceases active employment as a director, officer or
                                         Service Provider of the Company or a Subsidiary; and



 


		(iii)	30 days after the date of delivery
                                         of written notice of retirement, resignation or termination (and specifically without
                                         regard to the date any period of reasonable notice, if any, would expire).



 


For greater certainty,
an Option that had not become Vested in respect of any Unissued Option Shares at the time that the relevant events referred to
in Sections 4.4(a), 4.4(b) or 4.4(c) occurred, shall not be or become exercisable in respect of such Unissued Option Shares and
shall be cancelled.


 


		4.5	Effect of a Take-Over Bid



 


If a bona fide offer (an
“Offer”) for Shares is made to the Optionee or to shareholders of the Company generally, or to a class of shareholders
which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person
of the Company, within the meaning of the Securities Act, the Company shall, immediately upon receipt of notice of the
Offer, notify each Optionee of full particulars of the Offer.


 


Upon such notification,
all Options will become Vested and each Option may be exercised in whole or in part by the Optionee so as to permit the Optionee
to tender the Option Shares received upon such exercise pursuant to the Offer.


 




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However, any notice of
exercise may be made conditional upon the effectiveness of such Offer so that if:


 


		(a)	the Offer is not completed within
                                         the time specified therein; or



 


		(b)	all of the Option Shares tendered
                                         by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in
                                         respect thereof,



 


then the Option Shares
to have been received upon such exercise, or in the case of Section 4.5(b) the Option Shares that are not taken up and paid for,
shall be returned by the Optionee to the Company and reinstated as authorized but Unissued Option Shares and, with respect to
such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms for such Options becoming
Vested shall be reinstated pursuant to Section 4.3. If any Options are returned to the Company under this Section 4.5, the Company
shall immediately refund the exercise price to the Optionee for such Option Shares.


 


		4.6	Acceleration of Expiry Date



 


If at any time when an
Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror,
the Board may, upon notifying each Optionee of full particulars of the Offer, declare that all Options granted under the Plan
be Vested and accelerate the Expiry Date for the exercise of all unexercised Options granted under the Plan so that all Options
will either be exercised or expire prior to the date upon which Shares must be tendered pursuant to the Offer.


 


		4.7	Effect of a Change of Control



 


If a Change of Control
occurs, the timing of when an Option granted under the Plan will become Vested may be accelerated in accordance with any agreement
between the Company and an Optionee.


 


		4.8	Exclusion From Severance Allowance,
                                         Retirement Allowance or Termination Settlement 



 


If the Optionee, or the
Optionee’s employer in the case of an Option granted to an Optionee who falls under the definition of Service Provider,
retires, resigns or is terminated from employment or engagement with the Company or any Subsidiary, the loss or limitation, if
any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not Vested at that time or
which, if Vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of
nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of
such Optionee.


 


		4.9	Shares Not Acquired



 


Any Unissued Option Shares
not acquired by an Optionee under an Option, which have expired or have been cancelled, may be made the subject of a further Option
grant pursuant to the provisions of the Plan or may be made subject to issuance under a right granted pursuant to any other Share
Compensation Arrangement.


 




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		4.10	Right to Participate in New Issues



 


To the extent that shareholders
of the Company are entitled to participate in new issues of Shares, an Optionee, with respect to Vested Options held by such Optionee,
shall not be entitled to participate in respect of such Vested Options, unless such Optionee first exercises the Vested Options
and converts such Vested Options to Option Shares in accordance with the terms of the Plan and the Option.


 


		4.11	Share Appreciation Rights



 


An Optionee may, rather
than exercise any Option which such Optionee is entitled to exercise under the Plan, elect to terminate such Option, in whole
or in part, and elect either:


 


		(a)	to receive the number of Shares,
                                         disregarding fractions, which, when multiplied by the fair value of a Share (which shall
                                         be the weighted average price of the Shares on the Exchange for the five trading days
                                         immediately preceding the date of termination of the Option pursuant to this Section
                                         4.11), have a value equal to the product of the number of Option Shares to which the
                                         Option so terminated relates multiplied by the difference between the fair value of a
                                         Share, determined as provided above, and the Option Price of the Option so terminated;
                                         or



 


		(b)	with the consent of the Company,
                                         to receive a cash payment, payable by cheque, equal to the product of the number of Option
                                         Shares to which the Option so terminated relates multiplied by the difference between
                                         the fair value of a Share (which shall be the weighted average price of the Shares on
                                         the Exchange for the five trading days immediately preceding the date of termination
                                         of the Option pursuant to this Section 4.11) and the Option Price of the Option so terminated.



 


		5.	ADJUSTMENT
                                         OF OPTION PRICE AND NUMBER OF OPTION SHARES



 


		5.1	Share Reorganization



 


Whenever the Company issues
Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding
Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each
of such events being a “Share Reorganization”), then effective immediately after the effective date for such
Share Reorganization for each Option:


 


		(a)	the Option Price will be adjusted
                                         to a price per Option Share which is the product of:



 


		(i)	the Option Price in effect immediately
                                         before that effective date; and



 


		(ii)	a fraction the numerator of which
                                         is the total number of Shares outstanding on that effective date before giving effect
                                         to the Share Reorganization, and the denominator of which is the total number of Shares
                                         that are or would be outstanding immediately after such effective date after giving effect
                                         to the Share Reorganization; and



 




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		(b)	the number of Unissued Option Shares
                                         will be adjusted by multiplying (i) the number of Unissued Option Shares immediately
                                         before such effective date by (ii) a fraction which is the reciprocal of the fraction
                                         described in section 5.1(a)(ii).



 


		5.2	Special Distribution



 


Subject to the prior approval
of the Exchange, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders
of Shares:


 


		(a)	shares of the Company, other than
                                         Shares;



 


		(b)	evidences of indebtedness;



 


		(c)	any cash or other assets, excluding
                                         cash dividends (other than cash dividends which the Board has determined to be outside
                                         the normal course); or



 


		(d)	rights, options or warrants,



 


then to the extent that
such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being a “Special
Distribution”), and effective immediately after the effective date at which holders of Shares are determined for purposes
of the Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option Shares will be
correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate
in order to properly reflect any diminution in value of the Shares as a result of such Special Distribution.


 


		5.3	Corporate Organization



 


Whenever there is:


 


		(a)	a reclassification of outstanding
                                         Shares, a change of Shares into other shares or securities, or any other capital reorganization
                                         of the Company, other than as described in sections 5.1 or 5.2;



 


		(b)	a consolidation, merger or amalgamation
                                         of the Company with or into another Company resulting in a reclassification of outstanding
                                         Shares into other shares or securities or a change of Shares into other shares or securities;
                                         or



 


		(c)	a transaction whereby all or substantially
                                         all of the Company’s undertaking and assets become the property of another Company,



(any
such event being a “Corporate Reorganization”)


 


the Optionee will have
an option to purchase (at the times, for the consideration and subject to the terms and conditions set out in the Plan) and will
accept on the exercise of such option, in lieu of the Unissued Option Shares which he or she would otherwise have been entitled
to purchase, the kind and amount of shares or other securities or property that he or she would have been entitled to receive
as a result of the Corporate Reorganization if, on the effective date thereof, he or she had been the holder of all Unissued Option
Shares or, if appropriate, as otherwise determined by the Board.


 




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		5.4	Determination of Option Price and
                                         Number of Unissued Option Shares



 


If any questions arise
at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following
a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the
Company’s auditors or, if the Company’s auditors decline to so act, any other firm of nationally or internationally
recognized chartered accountants in Canada that the Board may designate and who will have access to all appropriate records, and
such determination will be binding upon the Company and all Optionees.


 


		5.5	Compliance with Regulatory Authorities



 


Notwithstanding Sections
5.1, 5.2 or 5.3, in the event of any reorganization (including, without limitation, consolidation, sub-division, reduction or
return of the issued capital of the Company), on or prior to the Expiry Date, the rights of the Optionee will be changed to the
extent necessary at the time of such reorganization, in such manner as determined by the Board, to ensure compliance with the
policies of the Exchange that apply to a reorganization of capital at the time of such reorganization. For greater certainty,
any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation
of any one of Sections 5.1, 5.2 or 5.3 is subject to the approval of the Exchange and any other governmental authority having
jurisdiction.


 


Further, any adjustment
with respect to the exercise price for and number of Common Shares subject to an Option granted to a U.S. Participant
pursuant to this Section 5 will be made so as to comply with, and not create any adverse consequences under, Sections 424 and
409A of the Code.


 


		6.	U.S.
                                         PROVISIONS



 


		6.1	Compliance with Laws



 


Shares shall not be issued
with respect to an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, any applicable state securities laws, the 1933 Act, the rules and regulations
thereunder and the requirements of any stock exchange or automated inter-dealer quotation system of a registered national securities
association upon which such Shares may then be listed, and such issuance shall be further subject to the approval of counsel for
the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and
sale of such Shares. The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be
necessary for the lawful issuance and sale of any Shares under the Plan, or the unavailability of an exemption from registration
for the issuance and sale of any Shares under the Plan, shall relieve the Company of any liability with respect to the non-issuance
or sale of such Shares.


 




    	13



    	 



    

  


		6.2	Registration under the 1933 Act and
                                         Restrictions on Transfer



 


If the Shares issuable
upon exercise of the Options have not been registered under the 1933 Act, as a condition to the exercise of an Option, the Company
may require the Optionee to represent and warrant in writing at the time of such exercise that the Shares are being purchased
only for investment and without any then present intention to sell or distribute such Shares. At the option of the Company, a
stop-transfer order against such Shares may be placed on the shareholder register and records of the Company, and a legend indicating
that the Share(s) may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such
transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such Shares
in order to assure an exemption from registration. The Company also may require such other documentation as may from time to time
be necessary to comply with federal and state securities laws. The Company has no obligation to undertake registration of Options
or the Shares of stock issuable upon the exercise of Options.


 


		6.3	Incentive Stock Options



 


		(a)	Maximum Number of Shares for
                                         Incentive Stock Options. Notwithstanding any other provision of this Plan to the
                                         contrary, the aggregate number of Shares available for Incentive Stock Options is 6,000,000
                                         subject to: (i) the limitations set out in Section 3.3 of this Plan, (ii) adjustment
                                         pursuant to Section 5 of this Plan; and (iii) the provisions of Sections 422 and 424
                                         of the Code.



 


		(b)	Designation of Options. Each
                                         option agreement with respect to an Option granted to a U.S. Participant shall specify
                                         whether the related Option is an Incentive Stock Option or a Nonqualified Stock Option.
                                         If no such specification is made in the option agreement, the related Option will be
                                         a Nonqualified Stock Option.



 


		(c)	Special Requirements for Incentive
                                         Stock Options. In addition to the other terms and conditions of this Plan (and notwithstanding
                                         any other term or condition of this Plan to the contrary, except Section 7, which shall
                                         take precedence over this Section 6.3(c) in the event of any conflict between such Sections),
                                         the following limitations and requirements will apply to an Incentive Stock Option:



 


		(i)	An Incentive Stock Option may be granted
                                         only to an Employee.



 


		(ii)	The aggregate Market Price of the
                                         Shares (determined as of the applicable Grant Date) with respect to which Incentive Stock
                                         Options are exercisable for the first time by any U.S. Participant during any calendar
                                         year (pursuant to this Plan and all other plans of the Company and of any Parent or Majority
                                         Owned Subsidiary) will not exceed one hundred thousand United States dollars (U.S.$100,000)
                                         or any other limitation subsequently set forth in Section 422(d) of the Code.



 


		(iii)	The exercise price per Share payable
                                         upon exercise of an Incentive Stock Option will be not less than one hundred percent
                                         (100%) of the Fair Market Value of a Share on the applicable Grant Date; provided, however,
                                         that the exercise price per Share payable upon exercise of an Incentive Stock Option
                                         granted to a U.S. Participant who is a 10% Shareholder on the applicable Grant Date will
                                         be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on
                                         the applicable Grant Date. For purposes of this section 6.3, Fair Market Value as of
                                         a given date means the fair market value of such property, determined in good faith by
                                         the Board, provided that unless otherwise determined by the Board, the Fair Market Value
                                         of a Share as of a given date means the closing price of a Share on the Exchange on the
                                         last trading day prior to the Grant Date, or if the Shares are not listed on any stock
                                         exchange, the price per Share on the over-the-counter market determined by dividing the
                                         aggregate sale price of the Shares sold by the total number of such Shares so sold on
                                         the applicable market for the last day prior to the Grant Date; however, in no event
                                         will the Fair Market Value for the purposes of this Section 6.3 be less than Market Price.



 




    	14



    	 



    

  


		(iv)	No Incentive Stock Option may be
                                         granted more than ten (10) years after the earlier of (i) the date on which this Plan
                                         is adopted by the Board or (ii) the date on which this Plan is approved by the shareholders
                                         of the Company.



 


		(v)	An Incentive Stock Option will terminate
                                         and no longer be exercisable no later than five (5) years after the applicable Grant
                                         Date; provided, however, that an Incentive Stock Option granted to a U.S. Participant
                                         who is a 10% Shareholder on the applicable Grant Date will terminate and no longer be
                                         exercisable no later than five (5) years after the applicable Grant Date.



 


		(vi)	If a U.S. Participant who has been
                                         granted an Incentive Stock Option ceases to be an Employee, the Option Agreement with
                                         respect to such Incentive Stock Option may provide that it is exercisable as follows:



 


		A.	If a U.S. Participant who has been
                                         granted an Incentive Stock Option ceases to be an Employee due to the death of such U.S.
                                         Participant, such Incentive Stock Option may be exercised (to the extent such Incentive
                                         Stock Option was exercisable on the date of death) by the estate of such U.S. Participant,
                                         or by any person to whom such Incentive Stock Option was transferred in accordance with
                                         Section (c)(viii) below, for a period of one year after the date of death (but in no
                                         event beyond the term of such Incentive Stock Option).



 


		B.	If a U.S. Participant who has been
                                         granted an Incentive Stock Option ceases to be an Employee due to the disability of such
                                         U.S. Participant, such Incentive Stock Option may be exercised (to the extent such Incentive
                                         Stock Option was exercisable on the date of Disability) by such U.S. Participant for
                                         a period of 90 days after the date of such disability (but in no event beyond the term
                                         of such Incentive Stock Option). Solely for purposes of this Section 6.3, disability
                                         is defined as the Optionee’s inability to engage in any substantial gainful activity
                                         by reason of any medically determinable mental or physical impairment that can be expected
                                         to result in death or that has lasted, or can be expected to last, for a continuous period
                                         of not less than 12 months. The preceding definition of the term “disability”
                                         is intended to comply with, and will be interpreted consistently with, Sections 22(e)(3)
                                         and 422(c)(6) of the Code.



 


		C.	If a U.S. Participant who has been
                                         granted an Incentive Stock Option ceases to be an Employee due to termination for cause,
                                         such Incentive Stock Option will terminate and become null and void.



 




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		D.	If a U.S. Participant who has been
                                         granted an Incentive Stock Option ceases to be an Employee for any reason other than
                                         the death or disability (as defined in this Section 6.3) of such U.S. Participant or
                                         termination for cause, such Incentive Stock Option may be exercised (to the extent such
                                         Incentive Stock Option was exercisable on the date of termination) by such U.S. Participant
                                         for a period of three (3) months after the date of termination (but in no event beyond
                                         the term of such Incentive Stock Option).



 


		E.	For purposes of this Section (c)(vi)
                                         and any option agreement relating to an Incentive Stock Option issued to a U.S. Participant,
                                         the employment of a U.S. Participant who has been granted an Incentive Stock Option will
                                         not be considered interrupted or terminated upon (a) sick leave, military leave or any
                                         other leave of absence approved by the Board that does not exceed ninety (90) days in
                                         the aggregate; provided, however, that if reemployment upon the expiration of any such
                                         leave is guaranteed by contract or applicable law, such ninety (90) day limitation will
                                         not apply, or (b) a transfer from one office of the Company (or of any Parent or Majority
                                         Owned Subsidiary) to another office of the Company (or of any Parent or Majority Owned
                                         Subsidiary) or a transfer between the Company and any Parent or Majority Owned Subsidiary.



 


		(vii)	An Incentive Stock Option granted
                                         to a U.S. Participant may be exercised during such U.S. Participant’s lifetime
                                         only by such U.S. Participant.



 


		(viii)	An Incentive Stock Option granted
                                         to a U.S. Participant may not be transferred, assigned, pledged, hypothecated or otherwise
                                         disposed of by such U.S. Participant, except by will or by the laws of descent and distribution.



 


		(ix)	In the event that this Plan, as amended,
                                         is not approved by the shareholders of the Company within twelve (12) months before or
                                         after the date on which such amended Plan is adopted by the Board, any Incentive Stock
                                         Option granted under this Plan will automatically be deemed to be a Nonqualified Stock
                                         Option.



 


		7.	Options
                                         to California Residents



 


Notwithstanding any other
provision of this Plan or any option agreement, if the Company grants an Option to an Optionee that is a resident of the State
of California and such Option grant is not exempt from qualification under the California securities laws other than pursuant
to Section 25102(o) of the California Corporations Code, or any successor thereto, the following provisions shall apply:


 


		(a)	If such an Optionee’s employment
                                         is terminated other than for cause (as defined by applicable law, the terms of the Plan,
                                         the terms of the award agreement or the terms of a contract of employment), such Option
                                         shall continue to be exercisable, to the extent that the Optionee is entitled to exercise
                                         on the date employment terminates, until a date not earlier than the earliest to occur
                                         of (i) the Option expiration date or (ii)(x) at least 6 months from the date of termination
                                         if termination was caused by death or Disability, or (y) at least 30 days from the date
                                         of termination if termination was caused by other than death or Disability;



 




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		(b)	Each Option shall not be exercisable
                                         after the expiration of five (5) years from the date of the granting of the Option; and



 


		(c)	No Option shall be granted to such
                                         an Optionee after ten years from the earlier of the date of adoption of the Plan by the
                                         Board or the date of shareholder approval or any earlier date of discontinuation or termination
                                         established pursuant to Section 9.5.



 


		8.	WITHHOLDING



 


As a condition of and
prior to participation in the Plan, each Optionee authorizes the Company to withhold from any amount otherwise payable to him
or her any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of his or her participation
in the Plan. The Company shall also have the right in its discretion to satisfy any such liability for withholding or other required
deduction amounts by retaining or acquiring any Option Shares, or retaining any amount payable, which would otherwise be issued
or delivered, provided or paid to an Optionee under the Plan. The Company may require an Optionee, as a condition to exercise
of an Option to pay or reimburse the Company for any such withholding or other required deduction amounts related to the exercise
of Options.


 


		9.	MISCELLANEOUS



 


		9.1	Right to Employment



 


Neither this Plan nor
any of the provisions hereof shall confer upon any Optionee any right with respect to employment, engagement or appointment or
continued employment, engagement or appointment with the Company or any Subsidiary or interfere in any way with the right of the
Company or any Subsidiary to terminate such employment, engagement or appointment.


 


		9.2	Related Rights and Other Benefit
                                         Plans



 


No Optionee shall have
any of the rights of a shareholder of the Company with respect to any Option Shares (including, without limitation, voting rights
or any right to receive dividends, warrants or rights under any rights offering) until such Option Shares have been issued to
such Optionee upon exercise of the Option and the Optionee has made full payment to the Company. Participation in the Plan shall
not affect a director, officer or Service Provider’s eligibility to participate in any other benefit or incentive plan of
the Company. The grant of any Option pursuant to this Plan shall not obligate the Company to make any benefit available to a director,
officer or Service Provider under any other plan of the Company unless otherwise specifically provided for in such plan.


 


		9.3	Necessary Approvals



 


The Plan shall be effective
only upon the approval of the shareholders of the Company. The obligation of the Company to sell and deliver Option Shares in
accordance with the Plan is subject to the approval of the Exchange and any other regulatory body having authority over the Company,
the Plan or the shareholders of the Company. If any Option Shares cannot be issued to any Optionee for any reason, including,
without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Option Shares shall
terminate and any Option Price paid by an Optionee to the Company shall be immediately refunded to the Optionee by the Company.


 




    	17



    	 



    

  


		9.4	Income Taxes



 


As a condition of and
prior to participation in the Plan, any Optionee shall on request by the Company authorize the Company in writing to withhold
from any remuneration otherwise payable to him or her any amounts required by any taxing authority to be withheld for taxes of
any kind as a consequence of his or her participation in the Plan.


 


		9.5	Amendments to the Plan



 


		(a)	The Board may from time to time,
                                         subject to applicable law and to the prior approval, if required, of the Exchange or
                                         any other regulatory body having authority over the Company, the Plan or the shareholders
                                         of the Company, suspend, terminate or discontinue the Plan at any time.



 


		(b)	The Board may,
                                         without shareholder approval, amend or revise the terms of the Plan or of
                                         any Option granted under the Plan and the Option Agreement relating thereto at any time
                                         without the consent of the Optionees provided that such amendment shall:



 


		(i)	not adversely alter or impair any
                                         Option previously granted except as permitted by the adjustment provisions of Section
                                         5;



 


		(ii)	be subject to any regulatory approvals
                                         including, where required, the approval of the Exchange; and



 


		(iii)	be subject to shareholder approval,
                                         where required, by law or the requirements of the Exchange.
                                         Without limiting the generality of the foregoing, the Board may make any of
                                         the following amendments without shareholder
                                         approval:



 


		A.	amendments of a typographical, grammatical,
                                         clerical or administrative nature or which are required to comply with regulatory requirements;



 


		B.	a change to the vesting provisions
                                         of the Plan or any Option;



 


		C.	a change to the termination provisions
                                         of any Option that does not entail an extension beyond the original expiration date (as
                                         such date may be extended by virtue of Section 4.4(d)) for a Blackout Period; and



 


		D.	a change to the eligible participants
                                         of the Plan.



 


		(c)	Notwithstanding this Section 9.5,
                                         the Board shall not be permitted to amend the Option Price except as set out in Section
                                         5 of this Plan. If the Plan is terminated, the provisions of the Plan and any administrative
                                         guidelines and other rules and regulations adopted by the Board and in force on the date
                                         of termination will continue in effect as long as any Option or any rights pursuant thereto
                                         remain outstanding and, notwithstanding the termination of the Plan, the Board shall
                                         remain able to make such amendments to the Plan or the Options as they would have been
                                         entitled to make if the Plan were still in effect.



 




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		(d)	The Board, absent prior approval
                                         of the shareholders of the Company and of the Exchange or any other regulatory body having
                                         authority over the Company, will not be entitled to:



 


		(i)	increase the maximum percentage of
                                         Shares issuable by the Company pursuant to the Plan;



 


		(ii)	amend an Option grant for an Option
                                         held by an Insider to effectively reduce the Exercise Price, or to extend the Expiry
                                         Date;



 


		(iii)	the extension of the Blackout Expiration
                                         Term provided for in Section 3.2;



 


		(iv)	make a change to the class of eligible
                                         participants which would have the potential of broadening or increasing participation
                                         by Insiders;



 


		(v)	add any form of financial assistance;
                                         or



 


		(vi)	add a deferred or restricted share
                                         unit or any other provision which results in an eligible participant receiving Shares
                                         while no cash consideration is received by the Company.



 


		(e)	Notwithstanding any provision in
                                         the Plan to the contrary, any revision to the terms of an Option granted to a U.S. Participant
                                         shall be made only if it complies with, and does not create adverse tax consequences
                                         under, Sections 424 and/or 409A of the Code, as applicable.



 


		9.6	Agreement of Optionee



 


Each grant of an Option
under the Plan shall be subject to the requirement that if at any time the Board shall determine that any agreement, undertaking
or other action or co-operation on the part of an Optionee, including in respect to a disposition of the Option Shares, is necessary
or desirable as a condition of, or in connection with (a) the listing, registration or qualification of the Shares subject to
the Plan upon any stock exchange or under the laws of any applicable jurisdiction, or (b) obtaining a consent or approval of any
governmental or other regulatory body, the exercise of such Option and the issue of Option Shares thereunder may be deferred in
whole or in part by the Board until such time as the agreement, undertaking or other action or co-operation shall have been obtained
in a form and on terms acceptable to the Board.


 


		9.7	Form of Notice



 


Any notice to be given
to the Company pursuant to the provisions of this Plan shall be addressed to the Company to the attention of its Corporate Secretary
at the Company’s principal executive office, and any notice to be given to an Optionee shall be delivered personally or
addressed to him at the address set out in the Option Agreement, or at such other address as such Optionee may hereafter designate
in writing to the Company. Any such notice shall be deemed duly given when made in writing and delivered to the Company or the
Optionee, as the case may be, or if mailed, then on the fifth business day following the date of mailing such notice in a properly
sealed envelope addressed as aforesaid, registered or certified mail, postage prepaid, in a post office or post office branch
maintained in Canada.


 




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		9.8	No Representation or Warranty



 


The Company makes no representation
or warranty as to the future market value of the Shares or with respect to any income tax matters affecting the Optionee resulting
from the grant or exercise of an Option and/or transactions in the Optionee Shares. Neither the Company, nor any of its directors,
officers or employees are liable for anything done or omitted to be done by such person or any other person with respect to the
price, time, quantity or other conditions and circumstances of the purchase or sale of Option Shares hereunder, with respect to
any fluctuations in the market price of Shares or in any other manner related to the Plan.


 


		9.9	Compliance with Applicable Law



 


If any provision of the
Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of the Exchange or any other regulatory
body having authority over the Company, the Plan or the shareholders of the Company, then such provision shall be deemed to be
amended to the extent required to bring such provision into compliance therewith.


 


		9.10	No Assignment



 


No Option shall be assignable
or transferable by the Optionee and any purported assignment or transfer of an Option shall be void and shall render the Option
void, provided that in the event of death of the Optionee, an Optionee’s legal personal representative may exercise the
Option in accordance with Section 4.4. However, see section 6 for applicable restrictions on transferability for Incentive Stock
Options granted to U.S. Participants.


 


		9.11	Conflict



 


In the event of any conflict
between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.


 


		9.12	Governing Law



 


The laws of the Province
of British Columbia shall govern the Plan and each Option Agreement issued pursuant to the Plan.


 


		9.13	Time of Essence



 


Time is of the essence
of this Plan and of each Option Agreement. No extension of time will be deemed to be, or to operate as, a waiver that time is
to be of the essence.


 


		9.14	Entire Agreement



 


This Plan and the Option
Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes
all prior agreements, undertakings and understandings, whether oral or written.


 




    	20



    	 



    

  


ATNA RESOURCES
LTD.


STOCK OPTION
PLAN


 


OPTION
AGREEMENT


 


This Option
Agreement is entered into between Atna Resources Ltd. (the “Company”) and the Optionee named below pursuant to the
Atna Resources Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:


 


1.       on __________________________,
__________________;


 


2.        ________________________________________________
(the “Optionee”);


 


3.        was granted
the option (the “Option”) to purchase Shares (the “Option Shares”) of the Company;


 


4.        for the
price of [CDN][or][U.S.]$ _________________ per share (the “Option Price”);


 


5.        which
shall be exercisable (“Vested”) in whole or in part in the following amounts on or after the following dates:


 


____________________________________________________________________________.


 


6.        terminating
on the _____________________, __________________________;


 


7.        on the
terms and subject to the conditions set out in the Plan and the following additional conditions imposed by the Board:


  


	 
	 	 


 







For greater
certainty, once Options have become Vested, they continue to be exercisable until the termination or cancellation thereof as provided
in this Option Agreement and the Plan.


 


The Optionee
further acknowledges that in the event the Optionee owns more than 10% of the Company’s issued and outstanding Shares, the
Optionee may be a “specified shareholder” as defined in the Income Tax Act (Canada) and that one consequence
of “specified shareholder” status is that the Optionee will not be able to defer tax on the employee stock option
benefit upon the exercise of his or her Options.


 


By signing
this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and
conditions of the Plan and this Option Agreement.


 


IN WITNESS
WHEREOF the parties hereto have executed this Option Agreement as of the ______ day of ___________________________,
___________________.


 


	 	 	 
	 	 	 
	Optionee: NAME	 	[Name & Title of Authorized Signatory]
	 	 	 
	 	 	ATNA RESOURCES LTD.