UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549



FORM 20-F



(Mark One)



| | £ |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - |  | ------------------------------------------------------------------------------------------------
| |   |  |                                                                                                 
| |   |  | OR                                                                                              
| |   |  |                                                                                                 
| | S |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934            
| |   |  | For the fiscal year ended December 31, 2011                                                     
| |   |  |                                                                                                 
| |   |  | OR                                                                                              
| |   |  |                                                                                                 
| | £ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934        
| |   |  | For the transition period from _____________ to _____________                                   
| |   |  |                                                                                                 
| |   |  | OR                                                                                              
| |   |  |                                                                                                 
| | £ |  | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     
| |   |  | Date of event requiring this shell company report __________________                            



Commission File Number: 000-29336



ATNA RESOURCES LTD.

(Exact name of registrant as specified in
its charter)



Not applicable

(Translation of registrant’s name
into English)



Province of British Columbia (Canada)

(Jurisdiction of incorporation or organization)



14142 Denver West Parkway, Suite 250

Golden, Colorado 80401

United States

(Address of principal executive offices)



Rod Gloss

Vice President and Chief Financial Officer

14142 Denver West Parkway, Suite 250

Golden, Colorado 80401

United States

Telephone: (303) 278-8464

Fax: (303) 279-3772

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)



Securities registered or to be
registered pursuant to Section 12(b) of the Act:

None



Securities
registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares Without Par Value

(Title of Class)



Securities for which there is
a reporting obligation pursuant to Section 15(d) of the Act:

None



Indicate the number of outstanding
shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:



|Title of Each Class                | Issued and Outstanding as at December 31, 2011
|---------------------------------- | ----------------------------------------------
|                                   |                                               
|Common Shares without par value    | 117,374,643                                   
|Preferred Shares without par value | Nil                                           



Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 ̈
Yes x No



If this report is an annual or
transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.

 ̈
Yes x No



Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

x
Yes  ̈ No



Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).

 ̈
Yes  ̈ No



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.:

 ̈
Large accelerated filer  ̈ Accelerated filer x
Non-accelerated filer



Indicate by check mark which basis
of accounting the registrant has used to prepare the financial statements included in this filing:

| ̈
    U.S. GAAP | x
    International Financial Reporting Standards as issued by the International
    Accounting Standards Board |  ̈
        Other
|--------------- | --------------------------------------------------------------------------------------------------------------- | ---------------



If “Other” has been
checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected
to follow:

 ̈
Item 17  ̈ Item 18



If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

 ̈
Yes x No











TABLE OF CONTENTS



|PART I    |                                                                              | 6 
|--------- | ---------------------------------------------------------------------------- | --
|ITEM 1.   | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                        | 6 
|ITEM 2.   | OFFER STATISTICS AND EXPECTED TIMETABLE                                      | 6 
|ITEM 3.   | KEY INFORMATION                                                              | 6 
|ITEM 4.   | INFORMATION ON THE COMPANY                                                   | 12
|ITEM 4A.  | UNRESOLVED STAFF COMMENTS                                                    | 39
|ITEM 5.   | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 | 39
|ITEM 6.   | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   | 47
|ITEM 7.   | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 59
|ITEM 8.   | FINANCIAL INFORMATION                                                        | 60
|ITEM 9.   | THE OFFER AND LISTING                                                        | 62
|ITEM 10.  | ADDITIONAL INFORMATION                                                       | 63
|ITEM 11.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 72
|ITEM 12.  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 74
|PART II   |                                                                              | 74
|ITEM 13.  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 74
|ITEM 14.  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 74
|ITEM 15.  | CONTROLS AND PROCEDURES                                                      | 74
|ITEM 16.  | RESERVED                                                                     | 75
|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT                                             | 75
|ITEM 16B. | CODE OF ETHICS                                                               | 75
|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 76
|ITEM 16D. | EXCEPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   | 76
|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS          | 76
|ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT                                 | 76
|ITEM 16G. | CORPORATE GOVERNANCE                                                         | 76
|PART III  |                                                                              | 77
|ITEM 17.  | FINANCIAL STATEMENTS                                                         | 77
|ITEM 18.  | FINANCIAL STATEMENTS                                                         | 77
|ITEM 19.  | EXHIBITS                                                                     | 77



2







CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING
STATEMENTS



The U.S. Securities and Exchange Commission
(the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a
company’s prospects and make informed investment decisions. Certain statements contained in this document constitute forward-looking
statements. Statements concerning mineral reserve and resource estimates may also be deemed to constitute
forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property
is developed.The use of any of the words “anticipate,” “continue,” “estimate,” “expect,”
“may,” “will,” “project,” “should,” “believe” and similar expressions
are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.
Management believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given
that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied
upon. These statements speak only as of the date hereof.



In particular, this document contains forward-looking
statements pertaining to the following:

| | · | any projections of earnings, revenues, synergies, cost savings or other financial items;
| | - | ----------------------------------------------------------------------------------------



| | · | any statements of the plans, strategies and objectives of management for future operations, including
the development of the Reward gold mining property (“Reward”), development and initial production at the Pinson gold
mining property ("Pinson") and production and operating costs at the Briggs gold mining property (“Briggs”);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | any statements regarding future economic conditions or performance;
| | - | -------------------------------------------------------------------



| | · | any statements of belief; and
| | - | -----------------------------



| | · | any assumptions regarding the foregoing.
| | - | ----------------------------------------





The actual results could differ materially
from those anticipated in these forward looking statements as a result of the risk factors set forth below and elsewhere in this
document from:

| | · | U.S. tax consequences of a passive foreign investment company
or PFIC;
| | - | ----------------------------------------------------------------------



| | · | fluctuations in gold and other metals prices;
| | - | ---------------------------------------------



| | · | risks related to hedging metal production and key operating inputs;
| | - | -------------------------------------------------------------------



| | · | risks related to operating hazards;
| | - | -----------------------------------



| | · | risks related to the exploration, permitting, development and mining of precious metals;
| | - | ----------------------------------------------------------------------------------------



| | · | risks related to estimation of reserves and resources;
| | - | ------------------------------------------------------



| | · | risks related to governmental regulation, including environmental regulation;
| | - | -----------------------------------------------------------------------------



| | · | risks related to competition;
| | - | -----------------------------



| | · | risks related to joint ventures;
| | - | --------------------------------



| | · | risks related to the ability to fund or finance operations, development of mineral properties and
other obligations;
| | - | --------------------------------------------------------------------------------------------------------------------



| | · | uncertainty of capital costs, operating costs, production, metal recoveries and economic returns;
| | - | -------------------------------------------------------------------------------------------------



| | · | risks related to the uncertainty of the title of assets;
| | - | --------------------------------------------------------



| | · | uncertainty inherent in litigation, and the difficulty of predicting decisions of judges and juries;
| | - | ----------------------------------------------------------------------------------------------------



| | · | the need to attract and retain qualified management and technical personnel;
| | - | ----------------------------------------------------------------------------



| | · | risks related to reclamation activities on properties; and
| | - | ----------------------------------------------------------



| | · | other risks described in the section entitled “Risk Factors,” presented in Item
3. D. of this Form 20-F.
| | - | --------------------------------------------------------------------------------------------------------



This list is not exhaustive of the factors
that may affect any of the forward-looking statements of Atna Resources Ltd. or its subsidiaries (collectively, “Atna,”
the “Company,” “we” or “us”). Forward-looking statements are statements about the future and
are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from
those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without
limitation, those referred to in this Annual Report on Form 20-F, under the heading "Risk Factors'' and elsewhere. The Company's
forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made,
and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations
or opinions should change. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.



3







GLOSSARY OF SELECTED MINING TERMS



Cut-off Grade: The minimum grade
of mineralized material used to establish reserves and resources.



Doré: Unrefined gold and
silver bullion consisting of approximately 90 percent precious metals that will be further refined to almost pure metal.



Feasibility Study: An engineering
study designed to define the technical, economic, and legal viability of a mining project with a high degree of reliability.



Grade: The metal content of sampled
material, usually expressed in troy ounces per ton or grams per tonne. In this report we consistently use ounces per ton to describe
our grades of reserves or mineralized material. (See “Ounces per Ton” or “Grams per Tonne” below).



Grams per Tonne (“g/t”):
Metric units used to describe the grade of sampled material, reserve or resource. It represents the portion of a gram estimated
to be contained in a metric ton of rock.



Heap Leaching: A method of recovering
gold or other precious metals from a heap of ore placed on an impervious pad, whereby a dilute leaching solution is allowed to
percolate through the heap, dissolving the precious metal, which is subsequently captured and recovered.



Net Smelter Return (“NSR”)
Royalty: A defined percentage of the gross revenue from a mineral extraction operation, less a proportionate share of transportation,
insurance, and processing costs.



Ounces per Ton (“oz/ton”):
English units used to describe the grade of ore or other material analyzed, reserve or resource. It represents the portion of an
ounce estimated to be contained in a ton of rock.



Patented Mining Claim: A patented
mining claim is one for which the federal government has passed its title to the claimant, making it private land. A person may
mine and remove minerals from a mining claim without a mineral patent. However, a mineral patent gives the owner exclusive title
to the locatable minerals. It also gives the owner title to the surface and other resources.



Reclamation: The process of returning
land to another use after mining is completed.



Recoverable: That portion of metal
contained in ore that can be extracted by processing.



Run-of-Mine: Mined ore of a size
that can be processed without further crushing.



Strip Ratio: The ratio between tonnage
of waste and ore in an open-pit mine.



Tons or Tonnes: Tons or short tons
contain 2,000 pounds and tonnes or metric tons contain 2,204.6 pounds or 1,000 kilograms.



Unpatented Mining Claim: A parcel
of property located on federal lands pursuant to the General Mining Law and the requirements of the state in which the unpatented
claim is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode-mining
claim is granted certain rights including the right to explore and mine such claim under the General Mining Law.



Waste: Barren rock or mineralized
material that is too low in grade to be economically processed.



MINERAL RESERVE AND RESOURCE DISCLOSURE



Mineral Reserves and Mineral Resources
are defined under National Instrument 43-101 (“NI 43-101”) as follows. NI 43-101 technical reports referenced herein
can be viewed on SEDAR at www.sedar.com and on EDGAR at www.edgar.com.



4







Mineral Reserve:A Mineral Reserve is the economically
mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study
must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate,
at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances
for losses that may occur when the material is mined.



Proven Mineral Reserve:A
‘Proven Mineral Reserve’ is the economically mineable part of a Measured Mineral Resource demonstrated by at least
a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and
other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.



Probable Mineral Reserve:A
‘Probable Mineral Reserve’ is the economically mineable part of an Indicated and, in some circumstances, a Measured
Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining,
processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction
can be justified.



Mineral Resource:A Mineral
Resource is a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material
including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and
of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological
characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and
knowledge.



Measured Mineral Resource:A
‘Measured Mineral Resource’ is that part of a Mineral Resourcefor which quantity, grade or quality, densities,
shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the
appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability
of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm
both geological and grade continuity.



Indicated Mineral Resource:An
‘Indicated Mineral Resource’ is that part of a Mineral Resourcefor which quantity, grade or quality, densities,
shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application
of technical and economic parameters and to support mine planning and evaluation of the economic viability of the deposit. The
estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to
be reasonably assumed.



Inferred Mineral Resource:An
‘Inferred Mineral Resource’ is that part of a Mineral Resourcefor which quantity and grade or quality can
be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and
grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes.



Cautionary Note to U.S. Investors Concerning Estimates of
Mineral Reserves and Mineral Resources:



We advise U.S. investors that the definitions
of the terms “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” under
the Standards on Mineral Resources and Mineral Reserves Definitions and Guidelines adopted by the Canadian Institute of Mining,
Metallurgy and Petroleum are different than the definitions adopted by the SEC and applicable to U.S. companies filing reports
with the SEC pursuant to SEC Industry Guide 7. It is the view of the SEC’s staff that:

| | · | A “final” or “bankable”
feasibility study is required to meet the requirements to designate reserves under Industry Guide 7.
| | - | ----------------------------------------------------------------------------------------------------------------------------

| | · | A historic three-year average price is to
be used in any reserve or cash flow analysis to designate reserves.
| | - | -------------------------------------------------------------------------------------------------------------

| | · | To meet the “legal” part of
the reserve definition, the primary environmental analysis or document should have been submitted to governmental authorities.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

5







Cautionary Note to U.S. Investors –
The SEC permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can
economically and legally extract or produce. We use certain terms in this report, such as “measured,” “indicated,”
and “inferred mineral resources” which the SEC guidelines generally prohibit U.S. registered companies from including
in their filings with the SEC. U.S. investors are urged to consider closely the disclosure in this Annual Report on Form 20-F.



PART I



| | ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
| | ------- | -----------------------------------------------------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



| | ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
| | ------- | ---------------------------------------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



| | ITEM 3. | KEY INFORMATION
| | ------- | ---------------



| | A. | Selected Financial Data
| | -- | -----------------------



The following tables summarize certain
consolidated financial information of the Company. Excerpts from the audited consolidated financial statements for 2009 through
2011 have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Excerpts from audited
consolidated financial statements for 2007 and 2008 were prepared in accordance with Generally Accepted Accounting Practices (“GAAP”)
in Canada. A reconciliations of Canadian GAAP and U.S. GAAP for 2007 and 2008 are presented below the table. The following information
should be read in conjunction with the consolidated financial statements and notes thereto, included in Item 18 of this report.
Monetary data not labeled herein is stated in United States Dollars (“U.S. Dollars” or “$”). Certain disclosures
are reported in Canadian Dollars (“Canadian Dollars” or “C$”). See Exchange Rates Data in this section.



|                                          |  | IFRS |             |   | Canadian GAAP |  
|----------------------------------------- |  | ---- | ----------- | - | ------------- | -
|Year ended                                |  | 2011 |             |   | 2010          |  
|Total revenues                            |  | $    | 51,755,400  |   |               | $
|Net income (loss)                         |  | $    | 15,084,400  |   |               | $
|Basic and diluted income (loss) per share |  | $    | 0.14        |   |               | $
|Working capital                           |  | $    | (4,726,500  | ) |               | $
|Total assets                              |  | $    | 131,205,300 |   |               | $
|Total liabilities                         |  | $    | 44,413,700  |   |               | $
|Total shareholders' equity                |  | $    | 86,791,600  |   |               | $
|Number of shares issued and outstanding   |  |      | 117,374,643 |   |               |  





The reconciling items between Canadian
GAAP and U.S. GAAP are nil for the year 2007 for all items and for the year 2008 are: nil for total revenues, a $285,500 increase
in net income to $16,090,500 under U.S. GAAP due to the accounting treatment for warrants, nil for basic and diluted income per
share, nil for working capital, nil for total assets, an increase in total liabilities of $211,100 for warrants to $8,348,100,
and a decrease in total shareholders’ equity of $211,100 for warrants to $59,063,500.



Exchange Rate Data



Unless otherwise indicated, all monetary
references herein are denominated in U.S. Dollars. The exchange rates used herein were obtained from U. S. Federal Reserve Bank;
however, they cannot be guaranteed.



6







As of December 31, 2011 and March 16, 2012,
the noon rate as quoted by U. S. Federal Reserve Bank was Canadian Dollar $1.017 and Canadian Dollar $0.991 equals U.S. $1.00,
respectively.



The following table sets out the U.S. Dollar
to Canadian Dollar high and low exchange rates for each month during the previous six months, expressed as U.S. Dollars per Canadian
Dollar.



|               | High for Period |  | Low for Period
|-------------- | --------------- |  | --------------
|               |                 |  |               
|February-2012  | 1.002           |  | 0.987         
|January-2012   | 1.027           |  | 0.999         
|December-2011  | 1.040           |  | 1.011         
|November-2011  | 1.049           |  | 1.013         
|October-2011   | 1.061           |  | 0.993         
|September-2011 | 1.039           |  | 0.975         



The following table sets forth the average
exchange rates for the past five years, expressed as U.S. Dollars per Canadian Dollar.



|Year |  | Average
|---- |  | -------
|2011 |  | 0.996  
|2010 |  | 1.026  
|2009 |  | 1.132  
|2008 |  | 1.033  
|2007 |  | 1.045  



| | B. | Capitalization and Indebtedness
| | -- | -------------------------------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



| | C. | Reasons for the Offer and Use of Proceeds
| | -- | -----------------------------------------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



| | D. | Risk Factors
| | -- | ------------



The securities of the Company are considered
speculative due to the nature of the Company’s business and the present stage of its development. A prospective investor
should consider carefully the following factors:





Risk Factors Relating to the Company



The Company was not a Passive
Foreign Investment Company, or PFIC, for the year ending December 31, 2011, although we may have been in prior years which could
result in adverse U.S. Tax Consequences to U.S. Investors.



Shareholders who are U.S. taxpayers should
be aware that Atna is not a passive foreign investment company (“PFIC”) for the current fiscal year, although it may
have been a PFIC in prior years and could also be a PFIC in subsequent years. If Atna is a PFIC for any year during a U.S. taxpayer’s
holding period, then such U.S. taxpayer generally will be required to treat any so-called “excess distribution” received
on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge
on a portion of such distribution or gain, unless the taxpayer makes a timely and effective qualified electing fund (“QEF”)
election or a mark-to-market election with respect to the shares of Atna. In certain circumstances, the sum of the tax and the
interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by
the taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of Atna’s net capital
gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amounts to our shareholders. A
U.S. taxpayer who makes the mark-to-market election, generally, must include as ordinary income in each year, the excess of the
fair market value of the common shares over the taxpayer’s tax basis therein. Refer to additional details under “E.
Taxation – U.S. Federal Income Tax Consequences” for more information.





7









Precious and Base Metal Price Fluctuations



The profitability of the Company’s
operations is dependent upon the market price of certain precious and base metals. The markets for gold and other metals are affected
by numerous factors, many of which are beyond our control. Such factors include the price of the metal in the marketplace, imports
of metals from other nations, demand for metals, the availability of adequate refining and milling facilities, and the market price
of competitive metals used in the same industrial applications. The market price of metals is extremely volatile and beyond our
control. Gold prices are generally influenced by basic supply/demand fundamentals, inflation, alternative investment markets, and
the strength or weakness of the U.S. Dollar. The market dynamics of supply/demand can be heavily influenced by economic policy;
e.g., central banks sales/purchases, political unrest, conflicts between nations, and general perceptions about inflation. Fluctuating
metal prices may have a significant impact on our results of operations and operating cash flow. Decreasing mineral prices will
adversely affect the market values of our properties and may lead to the recording of asset impairments.



Hedging Risks Related to Precious Metal Production
and Key Operating Inputs



On December
9, 2009, the Company closed a private placement (the “Gold Bond Financing”) of $14.5 million of gold bonds (the “Gold
Bonds”). The Gold Bond Financing pays the equivalent value of approximately814 ounces of gold per quarter representing
less than 7 percent of Briggs expected annual gold production in 2012 and 2013.



The Company may from time to time enter
into gold hedge contracts to protect against declines in the price of gold or it may also enter into consumable off-take agreements
that may protect against the increasing cost of consumables like diesel fuel. The Company’s goal is to protect the Company’s
cash flows against declining gold prices or increasing diesel prices. The Company’s primary risk mitigation for hedge transactions
is its policy to limit net hedge levels to 50 percent of its expected gold production or diesel usage. Although a hedging program
is designed to protect cash flow against a decline in the price of gold or rise in the price of diesel fuel; it could also limit
the Company’s gold realizations during periods of increasing gold prices or could increase diesel costs during periods of
declining diesel prices.



Operating Hazards and Risks



Mining operations generally involve a high
degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Hazards such
as unusual or unexpected geologic structures and other conditions are involved. Operations in which the Company has a direct or
indirect interest will be subject to all of the hazards and risks normally incidental to exploration, development and production
of precious and base metals, any of which could result in work stoppages, damage to or destruction of mines and other producing
facilities, damage to life and property, environmental damage and possible legal liability for any or all damage. The Company maintains
liability insurance in an amount that it considers adequate for its operations; however, the Company may become subject to liabilities
due to events of pollution, slope failure, cave-in, flood or other hazards against which it cannot insure or against which it may
elect not to insure. The payment of such liabilities may have a material adverse effect on the Company’s financial position.



Exploration and Development



Mineral exploration and development involves
a high degree of risk and few properties explored ultimately are developed into producing mines. There is no assurance that Atna’s
mineral exploration and development activities will result in any discovery or development of bodies of commercial ore. The long-term
profitability of Atna’s operations will be in part directly related to the cost and success of its exploration programs,
which may be affected by a number of factors.



8







Substantial expenditures are required to
establish reserves through drilling, to develop metallurgical processes to extract metal from ore and to develop the mining and
processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery
of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify
commercial operations or that the funds required for development can be obtained on a timely basis.



The marketability of any minerals acquired
or discovered may be affected by numerous factors which are beyond the Company’s control and which cannot be accurately predicted,
such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and other
factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting
minerals and environmental protection.



Calculation of Reserves and Resources and Precious
and Base Metal Recovery



There is a degree of uncertainty attributable
to the calculation of reserves and resources and corresponding grades being mined or dedicated to future production. Until reserves
or resources are actually mined and processed, the quantity of mineralization and grades must be considered as estimates only.
In addition, the quantity of reserves and resources may vary depending on metal prices, operating costs, and design parameters.
Any material change in quantity of reserves, resources, grade or stripping ratio may affect the economic viability of the Company’s
properties. In addition, there can be no assurance that precious or other metal recoveries in small-scale laboratory tests will
be duplicated in larger scale tests under on-site conditions or during production.



Government Regulation



Operations, development and exploration
on the Company’s properties are affected to varying degrees by government regulations relating to matters such as, but not
limited to, environmental protection; health, safety and labour; mining law reform; homeland security; restrictions on production;
price controls; tax increases; maintenance of claims; tenure; and expropriation of property. There is no assurance that future
changes in such regulation, if any, will not adversely affect the Company’s operations.



Environmental Factors



All phases of the Company’s operations
are subject to environmental regulation and permitting in the various jurisdictions in which the Company operates. Environmental
legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their
officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely
affect the Company’s operations. Environmental hazards may exist on the Company’s properties unknown to the Company
at present, which have been caused by previous or existing owners or operators of the properties.



Competition and Agreements with Other Parties



The mining industry is intensely competitive
at all phases, and the Company competes with many companies possessing greater financial and technical resources than those of
the Company. Competition in the mining business could adversely affect the Company’s ability to acquire suitable producing
properties or prospects for mineral exploration in the future.



The Company may, in the future, be unable
to meet its share of costs incurred under agreements to which it is a party and the Company may have its interest in the properties
subject to such agreements reduced as a result. Furthermore, if other parties to such agreements do not meet their share of such
costs, the Company may be unable to finance the cost required to complete recommended programs.



9







Ongoing Financing



The business of mineral exploration and
extraction involves a high degree of risk with very few properties that are explored ultimately achieving commercial production.
As a mining company in the exploration, development and mining stage, the ability of the Company to conduct exploration, development
and mining operations is affected principally by its ability to raise adequate amounts of capital through equity financings, debt
financings, joint venturing of projects, asset sales and other means. In turn, the Company’s ability to obtain funding depends
in part upon the market’s perception of its management and properties, the price of gold, the marketability of its securities,
the attractiveness of its non-core assets for sale and its creditworthiness with potential lenders. There is no assurance that
the Company will be successful in obtaining required financing.



Cash Flow



Briggs is the Company’s sole operating
unit and source of operating cash flow. Any positive cash flow developed from Briggs may be used to fund some or all of the Company’s
corporate overhead, exploration and project development costs. The Company has limited financial resources and there is no assurance
that additional funding will be available to allow the Company to accomplish its stated goals or to fulfill its obligations on
existing development, exploration or joint venture properties. Failure to obtain additional financing could result in delay or
indefinite postponement of further development and/or exploration and the possible, partial or total loss of the Company’s
interest in certain properties.



Conflict of Interest



Certain directors and officers of the Company
are officers and/or directors of, or are associated with other natural resource companies that acquire interest in mineral properties.
Such associations may give rise to conflicts of interest from time to time. The directors are required by law, however, to act
honestly and in good faith with a view to the best interests of the Company and its shareholders and to disclose any personal interest
which they may have in any material transactions which are proposed to be entered into with the Company and to abstain from voting
as a director for the approval of any such transaction.



Title to Assets



Although the Company has or will receive
title opinions for any properties in which it has a material interest in Canada and the U.S., there is no guarantee that title
to such properties will not be challenged or impugned. The Company has not conducted surveys of all of the claims in which its
holds direct or indirect interests and therefore, the precise area and location of such claims may be in doubt. The majority of
the Company’s properties are located in the U.S. where mineral title is held through either patented or unpatented mining
claims, fee mineral rights, and as leased mineral interests. Members of the U.S. Congress have repeatedly introduced bills which
would supplant or alter the provisions of the Mining Law of 1872. If enacted, such legislation could change the cost of holding
unpatented mining claims and could impact our ability to develop mineral resources on unpatented mining claims. Such bills have
proposed, among other things, to either eliminate or greatly limit the right to a mineral patent and to impose a federal royalty
on production from unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might
be, enactment could adversely affect the potential for development of such mining claims and the economics of existing operating
mines on federal unpatented mining claims. Passage of such legislation could adversely affect the Company’s financial performance.



The Company’s Canadian mineral claims
may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.
Native land claim settlements are more advanced in the Yukon Territory than they are in British Columbia, and none of the Company’s
properties in the Yukon Territory cover areas where the Federal Crown proposes to transfer mineral rights to the First Nations.
However, there is no guarantee that this will not change before settlements are finalized.



Dividends



The Company has not, since the date of
its incorporation, declared or paid any dividends on its Common Shares and does not currently intend to pay dividends. For the
foreseeable future, earnings, if any, are expected to be retained to finance further growth and development of the business of
the Company.



Resale of Shares



The continued operation of the Company
will be dependent upon its ability to generate operating revenues and to procure additional financing. There can be no assurance
that any such revenues can be generated or that other financing can be obtained. If the Company is unable to generate such revenues
or obtain such additional financing, any investment in the Company may be lost. In such event, the probability of resale of the
shares purchased would be diminished.



10







Joint Ventures



Certain of the properties in which the
Company has an interest are operated through joint ventures with other mining companies. The existence or occurrence of one or
more of the following circumstances and events could have a material adverse impact on the viability of the Company’s interests
held through joint ventures and on the Company’s future cash flows, earnings, results of operations and financial condition:
(i) disagreements with joint venture partners on how to develop and operate mines efficiently; (ii) inability of joint
venture partners to meet their obligations to the joint venture or third parties; (iii) litigation between joint venture partners
regarding joint venture matters; (iv) the sale of a joint venture partner’s interest to a third party; and (v) limited legal
rights to influence the direction of project development where Atna is not the operator of the project.



Potential Litigation



From time to time, during the ordinary
course of business, the Company and its subsidiaries and affiliates may be threatened with, or may be named as a defendant in various
actions, disputes, and legal proceedings, including claims of breach of contract, lost profits or other consequential damage claims.
A significant judgment against the Company or any of its subsidiaries or affiliates or a failure to settle any dispute on terms
satisfactory to the Company could have a material adverse effect on the Company’s ability to continue operations.



Risk factors Specific to the Company



Gold Recovery at Briggs



CR Briggs Corporation, a wholly-owned subsidiary
of the Company, operates Briggs. Briggs has been producing gold since the second quarter of 2009 and produced approximately 32,000
ounces of gold doré during 2011. Briggs uses a conventional gold heap-leach recovery process. This process involves the
application of cyanide solutions by drip irrigation to crushed ore stacked on an impervious pad. As the solution percolates through
the heap, gold is dissolved from the ore into solution. This solution is collected and processed with activated carbon that collects
the gold from the solution. The gold laden carbon is further processed through pressure stripping the carbon into a more highly
concentrated gold bearing solution. The gold bearing solution is further concentrated by an electrowinning circuit, which collects
the gold onto electric cathodes which are then melted into gold doré bars. Factors impacting gold recovery include variation
in crushed ore size, ore grade, rock type, solution concentration, lime addition, temperature, rainfall, irrigation time, pressure
stripping, refining efficiencies, leach pad dynamics and other associated factors.



Production Costs and Risk Factors
at Briggs



The cost of gold produced may be impacted
by numerous variables including ore grade and gold recovery, stripping ratio, fuel and consumable costs, labor and benefit costs,
equipment operating and maintenance costs, and numerous other factors. Production risk factors may include labor strife, slope
failure, poor gold recovery, unavailability of skilled labor and management, availability of mining equipment, lack of machine
parts, availability of consumables used in mining, mine plan implementation, weather, governmental regulations and other operating
factors.



California Legislation and Regulations
May Cause the Development of Projects Adjacent To Briggs to Become Uneconomic.



On April 10, 2003, the California State
Mining and Geology Board enacted a Backfill Regulation (the “Backfill Regulation”) that requires that all future metal
mines, with certain exceptions, be backfilled to the approximate original contour of the landscape subject to certain limitations.
Any new open pit developments on our properties outside the existing Briggs plan of operations area may be required to comply with
the Backfill Regulation. However, certain California statutes and regulations recognizes that under certain circumstances existing
permit areas may be extended to incorporate mining locations necessary for the continued operation or expansion of the existing
operation without the backfilling requirement.



11







Atna Has Significant Obligations At
Its Mines, Which May Adversely Impact Liquidity.



Briggs operates under permits granted by
various agencies including the U.S. Department of the Interior Bureau of Land Management (the “BLM”), Inyo County,
California, the California Department of Conservation, and the Lahontan Regional Water Quality Control Board (“Lahontan”).
The Company has posted cash and reclamation bonds with these agencies in the amount of $4.4 million of which $4.2 million are reclamation
bonds supported by a surety. All surety bonds are subject to annual review and adjustment. During 2010 (“2010), the Company
posted an additional $0.9 million of reclamation bonds with the State of Nevada for Reward which is supported by a surety and in
2011 posted $0.6 million of reclamation bonds with the State of Nevada for Pinson.



Development of Reward



In January 2011, the Company commenced
Phase 1 infrastructure development work on Reward. The majority of this construction, which included construction of wildlife exclusion
fencing, drilling and completing the production water well, and extending power lines from local grid power sources to the mine
site, has been completed. Final development of Reward including the construction of leach pad facilities, purchase or lease of
a semi-portable crushing plant, the installation of offices, lab and shop facilities and pre-stripping of mine waste will commence
once development of Pinson has been completed or when adequate financing becomes available.



Development of Pinson



In December 2011, the Company entered into
an agreement with a contract miner to initiate development of the Pinson underground mine commencing in January 2012. The Company
intends to complete development of Pinson and to initiate commercial gold production in 2012. It is anticipated this development
will be funded from cash and Briggs’ cash flow. Supplemental financing, if required, may be generated from asset sales, new
or extended lines of credit, or an equity issuance.



Montana Regulatory Authorities May
Impose Additional Reclamation Requirements On Our Closure Of The Kendall Mining Property



Atna’s wholly-owned subsidiary, CR
Kendall Corporation (“CR Kendall”), is reclaiming and closing the Kendall mining property (“Kendall”) located
near Lewistown, Montana. In 1999 and 2000, the Montana Department of Environmental Quality (“MDEQ”) revised the required
reclamation estimate from the existing $1.9 million to approximately $14.2 million. The Company believes the revised bond amount
exceeds the cost of remaining work and our subsidiary filed an administrative appeal to the MDEQ’s actions, which is still
pending. In February 2001, CR Kendall entered into an agreement with the MDEQ under which the $1.9 million supporting the then
existing bond was transferred to an interest bearing account at the MDEQ for use in continuing reclamation at Kendall and the appeals
regarding bond amounts were stayed.



In January 2002, CR Kendall became aware
that the MDEQ intended to proceed with an environmental impact study (“EIS”) to determine the closure requirements
for final reclamation at Kendall. This EIS remains unfinished. Depending on the outcome of the EIS, the reclamation costs may vary
from the current estimate. The release of our financial obligation on the property will only take place once the regulatory agencies
have given final approval to all closure measures and are satisfied that the mine has met all reclamation requirements. There is
no assurance of agency satisfaction with the mine closure. The amounts necessary to achieve a final mine closure may be impacted
by the outcome of the described pending matters and Atna may not have sufficient funds to complete the Kendall reclamation if such
matters are resolved adversely to Atna, which would have a material adverse effect on our business.



| | ITEM 4. | INFORMATION ON THE COMPANY
| | ------- | --------------------------



| | A. | History and Development of the Company
| | -- | --------------------------------------



Atna Resources Ltd. was incorporated under
the Company Act of the Province of British Columbia, Canada, on May 30, 1984, by registration of its Memorandum and Articles
under its present name. The Company was extra-territorially registered in the Yukon Territory on April 13, 1995. The Company’s
business is to explore, acquire, develop, and mine precious metals, uranium and other mineral properties. The Company’s properties
are primarily located in the United States and Canada. The Company is a reporting issuer in British Columbia, Alberta, Ontario
and Nova Scotia and a Foreign Private Issuer in the U.S. The Company’s common stock is listed on the Toronto Stock Exchange
(the “TSX”) under the symbol “ATN” in Canada and on the over-the-counter Bulletin Board (the “OTCBB”)
under the symbol “ATNAF” in the U.S.



12







Atna merged with Canyon Resources Corporation
(“Canyon”) on March 18, 2008 (the “Canyon Merger”), at which time Canyon became a wholly-owned subsidiary
of the Company. Canyon was incorporated under the General Corporation Laws of the State of Delaware in 1979.



Atna’s headquarters are located at
14142 Denver West Parkway, Suite 250, Golden, Colorado, USA, 80401. The toll free telephone number for the Atna headquarters is
877-692-8182. Bull, Housser & Tupper LLP is the Company’s Canadian legal counsel and registered agent and is located
at 3000 Royal Centre, 1055 West Georgia Street, Vancouver, BC, Canada V6E 3R3.



The Company’s expenditures have
primarily included those for general corporate purposes (operations), exploration, capital and development, servicing debt, and
the acquisition of a 70 percent interest in Pinson discussed below. General corporate purposes primarily include: profit or loss
on sales, exploration expense, net interest expense, expenditures to build inventories and other working capital, and spending
on asset retirement obligations. A summary of the Company’s significant expenditures is set forth below, as well as a summary
of amounts expended on exploration, both capitalized and expensed.



|Net Uses of Cash                                    |  | 2011 |            |  | 2010 |   |            | 2009 |  |   | Total      |  
|--------------------------------------------------- |  | ---- | ---------- |  | ---- | - | ---------- | ---- |  | - | ---------- | -
|Net use by Operations                               |  |      | N/A        |  |      | $ | 4,740,800  |      |  | $ | 9,578,500  |  
|Purchases and development of property and equipment |  |      | 9,929,500  |  |      |   | 1,558,300  |      |  |   | 8,633,100  |  
|Increases in restricted cash / surety deposits      |  |      | 686,700    |  |      |   | 988,400    |      |  |   | 54,700     |  
|Pinson purchase price                               |  |      | 15,000,000 |  |      |   | -          |      |  |   | -          |  
|Capitalized loan interest - Pinson                  |  |      | 700,100    |  |      |   | -          |      |  |   | -          |  
|Repayments of Debt                                  |  |      | 5,989,400  |  |      |   | 5,133,600  |      |  |   | 1,112,700  |  
|Effect of exchange rate changes                     |  |      | 23,000     |  |      |   | (12,800    | )    |  |   | (8,800     | )
|Total uses of cash                                  |  | $    | 32,328,700 |  |      | $ | 12,408,300 |      |  | $ | 19,370,200 |  
|                                                    |  |      |            |  |      |   |            |      |  |   |            |  
|Exploration spending                                |  | $    | 3,584,300  |  |      | $ | 1,562,800  |      |  | $ | 1,622,700  |  
|Exploration capitalized                             |  |      | 2,949,400  |  |      |   | 454,100    |      |  |   | 158,000    |  
|Exploration expensed                                |  | $    | 634,900    |  |      | $ | 1,108,700  |      |  | $ | 1,464,700  |  





The Company’s expenditures have been
financed primarily by operations, proceeds from the sale of investments and assets, debt financings, and equity financings as follows.



|Financing Source                    |  | 2011 |            |  | 2010 |   |           | 2009 |  |   | Total      |  
|----------------------------------- |  | ---- | ---------- |  | ---- | - | --------- | ---- |  | - | ---------- | -
|Net contributions by Operations     |  | $    | 11,464,900 |  |      |   | N/A       |      |  |   | N/A        |  
|Proceeds from sale of investments   |  |      | 465,600    |  |      |   | 258,900   |      |  |   | 720,000    |  
|Proceeds from asset sales           |  |      | 471,500    |  |      |   | 287,600   |      |  |   | 70,500     |  
|Exercise of stock options           |  |      | 74,900     |  |      |   | 101,800   |      |  |   | (7,400     | )
|Exercise of warrants                |  |      | 122,800    |  |      |   | -         |      |  |   | -          |  
|Net Proceeds from equity financings |  |      | -          |  |      |   | 8,292,900 |      |  |   | -          |  
|Net Proceeds from debt financings   |  |      | 20,098,900 |  |      |   | -         |      |  |   | 14,940,100 |  
|Total financing sources             |  | $    | 32,698,600 |  |      | $ | 8,941,200 |      |  | $ | 15,723,200 |  



13







Atna expects that cash requirements during
the next 12 months can be met through a combination of existing cash, selling short-term investments, cash flow from the Briggs
and Pinson operations, asset sales, new or extended lines of credit, or an equity offering. The principal planned expenditure within
the next 12 months is expected to be funding development of the Pinson underground mine at a cost of $18 to $22 million. The requirement
to repay a C$20 million loan in 2012 has been deferred by an agreement signed February 2012 that extends the term of the loan into
2013.



In April 2009, Atna entered into a Mining
Venture Agreement (the “MVA”) for Pinson with Pinson Mining Company ("PMC"), a subsidiary of Barrick Gold
Corporation, superseding a prior Exploration and Development Agreement. Under the MVA, Atna owned a 30 percent equity interest
in the joint venture and PMC owned 70 percent. The joint venture spent over $50 million on drilling and development work at Pinson
from 2004 through 2011. In September 2011, Atna completed an Asset Purchase and Sale Agreement (“APSA”) with PMC
to acquire PMC’s 70 percent interest in the Pinson Mine. The MVA was terminated by the APSA.



Upon closing of the APSA, Atna became the
owner of four square miles of land containing the historic Pinson Mine and the related mineral resources. PMC became sole owner
of 21 square miles of land and claims surrounding the four sections of land. As part of this transaction Atna also signed a non-exclusive
Ore Milling and Gold Purchase Agreement with an affiliate of PMC allowing Atna, at its option, to process Pinson sulfide ores at
Barrick's Goldstrike processing facilities. PMC retained a 10 percent, net profits royalty on production after the first 120,000
ounces of gold are sold. Exclusive of the qualitative value of the processing agreement and future royalty payments to PMC, Atna
paid $27.9 million for the 70 percent interest in Pinson inclusive of: US$15.0 million in cash, 15 million common shares of Atna,
$1.5 million in assumed reclamation obligations, and the net exchange of land.



| | B. | Business Overview
| | -- | -----------------



The Company is involved in all phases of
the mining business from exploration, development drilling, preparation of feasibility studies, permitting, construction, operation
and final closure of mining properties. Atna’s ongoing exploration and development efforts are focused primarily on precious
metals in the western United States. The Company conducts a portion of its mineral exploration and development activities through
joint ventures with other companies.



Production at Briggs during 2011 included
the mining of 2.6 million tons of gold ore containing 43,500 ounces of gold at a strip ratio of 3.7 tons of waste per ton of ore
to produce 32,100 ounces of gold in doré. Approximately 32,400 ounces of gold were sold at an average gold price of $1,587
per ounce. Estimated mined recoverable gold inventory at year end was 15,540 contained ounces in all stages of processing.



The Company’s primary focus for 2012
is to increase the value of its four core gold mining properties: Briggs, Pinson, Reward and the Columbia mining project (“Columbia”).
The Company’s near-term strategy is to focus on producing positive cash flow from production operations at Briggs with the
goal of reaching targeted production rates of approximately 40,000 to 47,000 ounces in 2012. In September 2011, the Company acquired
Barrick Gold's 70 percent interest in Pinson to consolidate its 100 percent control of the project. Development of the Pinson underground
mine is now the Company's top development priority. The mine is anticipated to achieve commercial production in late 2012, budgeted
to produce 10,000 to 15,000 ounces of gold in 2012. The Company substantially completed Phase 1 infrastructure development activities
at Reward during 2011, but further work will be postponed until development activities at Pinson have been completed or until such
time that additional cash funding becomes available. The Company intends to initiate feasibility and permitting work at Columbia
and to initiate a feasibility study for open pit mining at Pinson during 2012. These activities will provide a long term pipeline
of development opportunities for the Company.



Atna’s 2008 sale of its royalty portfolio
provided approximately $20 million of net proceeds, which was sufficient to re-start and operate Briggs without additional financing
until October 2009 when Atna closed C$1.5 million in convertible debentures. In December 2009, the Company closed the Gold Bond
Financing of $14.5 million and in December 2010, the Company closed a $9.2 million bought deal equity offering. Briggs began operations
in 2009 and has provided net positive operating cash flows during and since the fourth quarter of 2010. In September 2011, the
Company closed a C$20 million debt facility to fund the acquisition of Pinson and to provide initial start-up capital for that
project. The term of this debt facility (“Sprott Loan”) was extended in February 2012 and is now repayable in three
increments in 2013. The Company expects the exercise of options and warrants to be a significant source of funds during 2012.



14







The Company is not affected by seasonality,
but raw materials used in the production and processing of gold ores have increased significantly in price during the past three
years. Fuel cost is a significant cost factor and fuel costs have been volatile and generally increasing over the last three years.
Diesel fuel costs represented over 22% of the operating costs at Briggs in 2011; representing 17% of the operating costs in 2010.
Diesel costs were lower than they otherwise would have been in 2011 due to benefits derived from purchase contracts for approximately
25% of Briggs’ diesel usage at delivered prices below then current market prices. In addition, there is strong competition
for experienced mining staff that has also increased the general cost of doing business.



The Company’s strategy is to develop
new mines organically using the cash flow from existing mines. In 2012, the Company plans to develop the underground mine at Pinson
and bring it into production, principally using existing cash and the cash flows from Briggs. The Company will utilize its existing
property positions to increase shareholder value by taking a property portfolio approach. The Company will sell or trade those
properties that are not core to the Company’s business and seek to develop those properties that can be developed economically
in a timely manner to create the cash flow that will support and pay for further growth. At the same time, the Company will seek
to create an increasingly valuable pipeline of development properties through drilling in existing mine areas, property acquisitions
and joint ventures to enhance future growth prospects.



Demand for gold as a safe haven against
economic turmoil, currency devaluations and other factors in the financial marketplace has more of an impact on the price of gold
than does the annual production of gold. Our principal acquisition objective is to acquire mining prospects that provide a reasonable
return on capital upon development. The Company is positioned with a solid cash balance and existing and near term gold production
to acquire mineral properties in a later stage of exploration. These opportunities may include properties that were closed due
to lack of capital. The Company continually reviews acquisition opportunities that could provide potential long term value through
further investment. The Company targets acquisitions that have the potential to provide positive cash flow over a significant operating
reserve life and annually produces at least 50,000 ounces of gold. The target property would need to be located in a setting where
positive community relations may exist, where development of that property would not create long term environmental issues and
where there is a reasonable chance of obtaining the required permits.



Regulatory agencies, both state, county,
and federal, having authority over the Company’s exploration, development and mining are numerous and include, but are not
limited to, Mine Safety and Health Administration (“MSHA”), U.S. Department of Occupational Safety and Health (“OSHA”)
Department of the Interior, Bureau of Land Management (“BLM”), U.S. Forest Service (“USFS”) U.S. Department
of Alcohol Tobacco and Firearms (“BATF”), U.S. Department of Homeland Security, U.S. Environmental Protection Agency
(“EPA”), U.S. Corp of Engineers, California Department of Occupational Safety and Health (“CAL-OSHA”),
Great Basin Unified Air Pollution Control District, California Regional Water Quality Control Board, California Department of Fish
and Game, California Environmental Protection Agency (“CEPA”), Nevada Division of Environmental Protection (“NDEP”),
the Inyo County California, Nye County Nevada, and Humboldt County Nevada.



The marketing of metals is affected by
numerous factors, many of which are beyond our control. Such factors include the price of the mineral in the marketplace, imports
of metals from other nations, demand for metals, the availability of adequate refining and milling facilities, and the market price
of competitive metals used in the same industrial applications. The market price of metals is extremely volatile and beyond our
control. Gold and silver prices are generally influenced by basic supply/demand fundamentals, inflation, alternative investment
markets, and the strength or weakness of the U.S. Dollar. The market dynamics of supply/demand can be heavily influenced by economic
policy; e.g., central banks sales/purchases, political unrest, conflicts between nations, and general perceptions about inflation.
Fluctuating metal prices may have a significant impact on our results of operations and operating cash flow. Decreasing mineral
prices will adversely affect the market values of our properties and may lead to the recording of asset impairments.



The decision to put a mine into production
and the commitment of the funds necessary for that purpose must be made long before the first revenues from production will be
received. Between 2006 and 2011, the average annual London PM Fix price per ounce of gold has steadily increased from $603 to $1,575.
The economics of a mine may change over time due to gold price fluctuations during the project’s life. Although it is possible
to protect against price fluctuations by hedging in certain circumstances, the volatility of mineral prices represents a substantial
risk to the mining industry. The Company’s open hedge positions as of December 31, 2011, consist solely of the Gold Bonds.



15







The exploration, development, and production
programs conducted in the U.S. are subject to local, state, and federal regulations regarding environmental protection. A significant
amount of the mining and exploration activities are conducted on public lands. The BLM regulations cover mining operations carried
out on most public lands. Exploration for or the production of minerals are subject to existing laws and regulations relating to
exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of water sources, waste
materials, odor, noise, dust and other environmental protection requirements adopted by federal, state and local governmental authorities.
As a result, environmental assessment or environmental impact studies may be required before any proposed exploration work or production
activities can be commenced. The requirements imposed by any such authorities may be costly, time consuming, and may delay operations.
Future legislation and regulations designed to protect the environment, as well as future interpretations of existing laws and
regulations, may require substantial increases in equipment and operating costs and delays, interruptions, or a termination of
operations. We cannot accurately predict or estimate the impact of any such future laws or regulations, or future interpretations
of existing laws and regulations, on our operations.



The U.S. has an extensive framework of
environmental legislation that undergoes constant revision. We participate in the legislative process through independent contact
with legislators and through trade organizations to assist legislative bodies in making informed decisions.



Historic mining activities have occurred
on certain of the Company’s properties. In the event that such historic activities have resulted in releases or threatened
releases of regulated substances into the environment there exists the potential for liability under federal or state remediation
statutes. Except as discussed in the Company’s periodic filings with the SEC, the Company is not aware of any pending claims
under these statutes at this time, and cannot predict whether any such claims will be asserted in the future.



Environmental regulations add to the cost
and time needed to bring new mines into production and add to operating and closure costs for mines already in operation. As mines
are placed into production, the costs associated with regulatory compliance can be expected to increase. Such costs are a normal
cost of doing business in the mining industry, and may require significant capital and operating expenditures in the future. The
Company believes that we are currently in material compliance with all applicable environmental regulations and there are no material
enforcement procedures currently ongoing.



| | C. | Organizational Structure
| | -- | ------------------------



The Company owns all or the rights to
all of the issued and outstanding shares of the common stock of Canyon. The organizational chart below reflects the Company’s
legal ownership of its significant subsidiaries and ownership interests in various gold properties as of the date of this Annual
Report on Form 20-F. Properties are routinely acquired, sold, subjected to a joint-venture, or abandoned in the ordinary course
of business.



16











17







| | D. | Property, Plant and Equipment
| | -- | -----------------------------



Summary of Mineral Reserves and Resources



Gold Mineral Reserves - Proven
and Probable at December 31, 2011 (3)



|Category              |  | Tons (x1,000) |        |  | Au (oz/ton) |  |       | Contained Ounces | 
|--------------------- |  | ------------- | ------ |  | ----------- |  | ----- | ---------------- | 
|Briggs(1)- 100% Atna  |  |               |        |  |             |  |       |                  | 
|Proven                |  |               | 6,296  |  |             |  | 0.020 |                  | 
|Probable              |  |               | 5,942  |  |             |  | 0.020 |                  | 
|                      |  |               |        |  |             |  |       |                  | 
|Briggs reserves       |  |               | 12,238 |  |             |  | 0.020 |                  | 
|                      |  |               |        |  |             |  |       |                  | 
|Reward (2)- 100% Atna |  |               |        |  |             |  |       |                  | 
|Proven                |  |               | 3,673  |  |             |  | 0.025 |                  | 
|Probable              |  |               | 8,183  |  |             |  | 0.021 |                  | 
|                      |  |               |        |  |             |  |       |                  | 
|Reward reserves       |  |               | 11,856 |  |             |  | 0.022 |                  | 
|                      |  |               |        |  |             |  |       |                  | 
|Total reserves        |  |               | 24,094 |  |             |  | 0.021 |                  | 



| | 1. | Briggs Mine mineral reserve summary was updated March 16, 2012 and is
based on a 0.007 ounces per ton incremental leach cut-off grade calculated using $1,300 per ounce gold
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Reward mineral reserve update completed March 20, 2012, using a
>$0.01 net incremental value using $1,300 per ounce gold
| | -- | ------------------------------------------------------------------------------------------------------------------------

| | 3. | Briggs reserves are current to December 31, 2011 and have been reconciled for mine production
| | -- | ---------------------------------------------------------------------------------------------



18







Gold Mineral Resources - Measured,
Indicated and Inferred (7)



|Category                        |  | Tons (x1,000) |        |  | Au (oz/ton) |  |       | Contained Ounces | 
|------------------------------- |  | ------------- | ------ |  | ----------- |  | ----- | ---------------- | 
|Measured                        |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 13,306 |  |             |  | 0.021 |                  | 
|Reward - 100% (2)               |  |               | 4,692  |  |             |  | 0.023 |                  | 
|Pinson - Underground 100%(3,4)  |  |               | 1,619  |  |             |  | 0.355 |                  | 
|Pinson - Open pit 100% (3,4)    |  |               | 21,158 |  |             |  | 0.035 |                  | 
|Columbia - 100% (5)             |  |               | 5,370  |  |             |  | 0.047 |                  | 
|Cecil-R - 100% (6)              |  |               | 858    |  |             |  | 0.024 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Total measured                  |  |               | 47,003 |  |             |  | 0.042 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Indicated                       |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 20,293 |  |             |  | 0.019 |                  | 
|Reward - 100% (2)               |  |               | 13,363 |  |             |  | 0.019 |                  | 
|Pinson - Underground 100% (3,4) |  |               | 1,301  |  |             |  | 0.383 |                  | 
|Pinson Open pit 100% (3,4)      |  |               | 4,307  |  |             |  | 0.058 |                  | 
|Columbia - 100% (5)             |  |               | 11,294 |  |             |  | 0.043 |                  | 
|Cecil-R - 100% (6)              |  |               | 2,382  |  |             |  | 0.022 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Total indicated                 |  |               | 52,940 |  |             |  | 0.036 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Measured & indicated            |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 33,598 |  |             |  | 0.020 |                  | 
|Reward - 100% (2)               |  |               | 18,055 |  |             |  | 0.020 |                  | 
|Pinson - Underground 100%(3,4)  |  |               | 2,920  |  |             |  | 0.368 |                  | 
|Pinson - Open pit 100% (3,4)    |  |               | 25,466 |  |             |  | 0.039 |                  | 
|Columbia - 100% (5)             |  |               | 16,664 |  |             |  | 0.045 |                  | 
|Cecil-R - 100% (6)              |  |               | 3,240  |  |             |  | 0.023 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Total measured & indicated      |  |               | 99,943 |  |             |  | 0.039 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Inferred                        |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 12,940 |  |             |  | 0.018 |                  | 
|Reward - 100% (2)               |  |               | 4,757  |  |             |  | 0.014 |                  | 
|Pinson - Underground 100%(3,4)  |  |               | 2,236  |  |             |  | 0.378 |                  | 
|Pinson - Open pit 100% (3,4)    |  |               | 824    |  |             |  | 0.034 |                  | 
|Columbia - 100% (5)             |  |               | 10,705 |  |             |  | 0.042 |                  | 
|Cecil-R - 100% (6)              |  |               | 5,144  |  |             |  | 0.019 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Total inferred                  |  |               | 36,606 |  |             |  | 0.047 |                  | 



19







Silver Mineral Resources - Measured,
Indicated and Inferred



|Category                   |  | Tons (x1,000) |        |  | Ag (oz/ton) |  |       | Contained Ounces | 
|-------------------------- |  | ------------- | ------ |  | ----------- |  | ----- | ---------------- | 
|Columbia- 100% (5)         |  |               |        |  |             |  |       |                  | 
|Measured                   |  |               | 5,370  |  |             |  | 0.155 |                  | 
|Indicated                  |  |               | 11,295 |  |             |  | 0.115 |                  | 
|                           |  |               |        |  |             |  |       |                  | 
|Total measured & indicated |  |               | 16,665 |  |             |  | 0.128 |                  | 
|                           |  |               |        |  |             |  |       |                  | 
|Total inferred             |  |               | 10,705 |  |             |  | 0.097 |                  | 



| | 1. | NI 43-101 Technical Report Briggs Gold Project, March 2009; Briggs
Resource update, 1/19/2012, 0.006 oz/ton cut-off
| | -- | -------------------------------------------------------------------------------------------------------------------

| | 2. | NI 43-101 Technical Report Reward Gold Project, March 2008; Reward
Resource update, February 2012, 0.006 oz/ton cut-off
| | -- | -----------------------------------------------------------------------------------------------------------------------

| | 3. | Equity Interest Basis; 0.20 oz/ton cut-off grade underground;
0.010 oz/ton cut-off Open Pit.
| | -- | --------------------------------------------------------------------------------------------

| | 4. | NI 43-101 Technical Report, Pinson Gold Property, March 2012
| | -- | ------------------------------------------------------------

| | 5. | NI 43-101 Technical Report Columbia Gold Property, September
2009
| | -- | -----------------------------------------------------------------

| | 6. | NI 43-101 Technical Report Cecil R gold Property, March 2010
| | -- | ------------------------------------------------------------

| | 7. | Resource estimates for Briggs and Reward include proven and probable
reserves
| | -- | -----------------------------------------------------------------------------



Mr. Alan Noble of Ore Reserves Engineering
of Lakewood, Colorado, Registered Professional Engineer, State of Colorado, acted as the independent Qualified Person in the preparation
of “Technical Report on Briggs Project, March 2009” and produced the updated resource estimate for the Briggs Mine
published January 19, 2012. Mr. Noble is a Qualified Person as defined under NI 43-101. Mr. Mike Read was responsible for preparing
the ore reserve estimate and mine plan and worked under the supervision of Mr. Robert L. Sandefur, both of Chlumsky, Armbrust &
Meyer, LLC of Lakewood, Colorado, as independent Qualified Person for those sections of the technical report. Year-end 2011 Mineral
Reserves were updated by Mr. Read as Principal Mining Engineer and Qualified Person as defined under NI 43-101 for the Briggs Mine.
The reserves are stated to December 31, 2011 and reflect mining at Briggs, price, cost and design parameter changes and the January
2012 resource update.



Dr. Fred Barnard, Ph.D., California Professional
Geologist #7432, Mr. Greg Chlumsky, MMSA #0117QP, and Mr. Robert L. Sandefur, Colorado P.E. #11370, acted as Qualified Persons
in the development of Reward feasibility report “NI 43-101 Technical Report Reward Gold Project, March 2008.” Mr. Robert
Sandefur updated the Reward Gold mineral resource estimate, release dated February 27, 2012 and is an independent Professional
Engineer and Qualified Person as defined under NI 43-101. Mr. Mike Read, an independent Professional Engineer and Qualified Person
as defined under NI 43-101 and was responsible for preparing the Reward ore reserve estimate and mine plan as of December 31, 2011.
The reserves are stated to December 31, 2011 and reflect gold price, cost and design parameter changes and the February 2012 resource
update.



The
updated 2012 mineral resource estimate and technical report entitled “NI 43-101 Technical Report of the Resources, Pinson
Project, Humboldt County, Nevada, March 2012” for Pinson with an effective date of February 6, 2012, was prepared under the
supervision of Mr. Donald Hulse P.E., and Mr. William Crowl R.G., MMSA QP of Gustavson Associates, of Lakewood, Colorado. Mr. Hulse
and Mr. Crowl areindependent Qualified Persons as defined under NI 43-101.



The
Columbia resource estimate and Technical Report with an effective date of September 9, 2009 was prepared by Gustavson Associates,
LLC of Lakewood, Colorado, under the direction of Mr. Donald E. Hulse, P.E., an independent Qualified Person as defined underNI
43-101.The “NI 43-101 Technical Report and Preliminary Assessment on the Columbia Project,
Lewis and Clark County, Montana” completed in May 2010 was also prepared by Mr. Donald E. Hulse, P.E.



Robert Sandefur, P.E., of Chlumsky, Armbrust
& Meyer, LLC of Lakewood, Colorado, was responsible for preparing the Cecil R mineral resource estimate for the Cecil R satellite
project (“Cecil R”). Mr. Sandefur is an independent Qualified Person as defined by NI 43-101and co-author of
the Technical Report which filed for Cecil R.



20







The mineral resources reported above other
than those declared as proven and probable mineral reserves have no demonstrated economic viability at this time. The quantity
and grade of reported inferred resources in these estimations are based on limited information and should be considered conceptual
in nature. It is uncertain if further exploration will result in discovery of an indicated or measured mineral resource within
those areas classed as inferred.



Cautionary Note to U.S. Investors
concerning estimates of Measured and Indicated Resources: This section uses the terms “measured” and “indicated
resources.” The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations,
the SEC does not recognize them. U.S. investors are cautioned not to assume that any part or all of mineral resources in these
categories will ever be converted into reserves.



Cautionary Note to U.S. Investors
concerning estimates of Inferred Resources: This section uses the term “inferred resources.” The Company advises U.S.
investors that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. “Inferred
resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category.
Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies,
except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically
or legally minable.



PRODUCTION PROPERTY



Briggs Mine, California



Briggs was acquired by the Company in 1990.
It is located on the west side of the Panamint Range near Death Valley, California. From the city of Ridgecrest, Briggs is accessed
by State Highway 178, which passes through the mining town of Trona and to the ghost town of Ballarat, a distance of 42 miles.
The mine is reached from Ballarat by means of an improved dirt road which heads south and skirts the east side of Panamint Valley,
a distance of eight miles. The legal description of the project area is Townships 21 through 23, and Ranges 44 through 45 East,
Mount Diablo Meridian.



The Briggs Mine is located on 166 unpatented
claims, including 15 mill site claims, covering approximately 3,095 acres, on land administered by the BLM, either directly or
through leasehold interests. No royalties are payable at Briggs. In addition to Briggs, the Company owns or controls four satellite
projects (“Briggs Satellite Projects”) totaling 2,040 acres located between two and four miles north of Briggs: Cecil
R, which includes 48 claims; the Jackson project (“Jackson”) located on 40 unpatented claims, two patented claims and
one patented mill site; and the Mineral Hill project (“Mineral Hill”) and Suitcase projects (“Suitcase”)
located on 48 unpatented claims. All of the mining claims are located on land prescribed for multiple use management by the BLM.



Briggs was built by the Company in 1995.
Mining at Briggs initially commenced in 1996 and ceased in early 2004 due to low gold prices. Mining and gold production re-commenced
in 2009. From 1995 through December 31, 2011, Briggs has produced over 620,000 ounces of gold. During this time, over 104 million
tons of rock has been mined by open-pit methods, including 31 million tons of ore. Ore has been mined from a number of open-pits,
including the Goldtooth, Briggs Main, Briggs South Ultimate, Argonaut and Briggs North, from south to north, respectively. In addition,
a small amount of underground mining was performed from the bottom of the Briggs North open-pit in 2000 and 2001.



The 2012 operating plan for Briggs is expected
to produce approximately 40,000 to 47,000 ounces of gold at an average cash cost for the year of between $825 and $875 per ounce
produced. According to the 2012 budget plan, Briggs will crush and place on the leach pad approximately 3.3 million tons of ore
containing 57,900 ounces of gold. The waste stripping ratio is projected to be 2.1 tons of waste per ton of ore. In-process mined
and estimated recoverable gold inventory on stockpiles, the heap-leach pad and in the gold plant at year end 2011 was approximately
15,543 ounces, which provides a strong basis for 2012 production.



21







The only gold sales commitments at Briggs
are related to the Gold Bond Financing facility, which committed approximately 3,257 ounces per year at a price of $1,113 per ounce
payable in installments through the end of 2013.







22







Production details for Briggs in 2011 and
2010 are shown in the following tables:





|                                    |  | First   |           |  | Second  |   |           | Third   |  |   | Fourth    |  |  | Total |          
|----------------------------------- |  | ------- | --------- |  | ------- | - | --------- | ------- |  | - | --------- |  |  | ----- | ---------
|Production Statistics for 2011      |  | Quarter |           |  | Quarter |   |           | Quarter |  |   | Quarter   |  |  | 2011  |          
|Waste tons                          |  |         | 2,766,400 |  |         |   | 2,627,900 |         |  |   | 2,512,300 |  |  |       | 1,983,100
|Ore tons                            |  |         | 608,400   |  |         |   | 662,600   |         |  |   | 615,800   |  |  |       | 759,100  
|Total tons                          |  |         | 3,374,800 |  |         |   | 3,290,500 |         |  |   | 3,128,100 |  |  |       | 2,742,200
|Strip ratio (waste / ore)           |  |         | 4.5       |  |         |   | 4.0       |         |  |   | 4.1       |  |  |       | 2.6      
|Ore grade (oz/ton)                  |  |         | 0.015     |  |         |   | 0.016     |         |  |   | 0.018     |  |  |       | 0.017    
|Contained gold ounces mined         |  |         | 8,900     |  |         |   | 10,700    |         |  |   | 11,000    |  |  |       | 12,900   
|Gold ounces produced in doré        |  |         | 6,700     |  |         |   | 7,700     |         |  |   | 9,400     |  |  |       | 8,400    
|Gold ounces sold                    |  |         | 6,600     |  |         |   | 7,700     |         |  |   | 9,700     |  |  |       | 8,400    
|Recoverable gold ounces inventory   |  |         | 14,100    |  |         |   | 14,500    |         |  |   | 12,700    |  |  |       | 15,500   
|Cash cost of gold production ($/oz) |  | $       | 927       |  |         | $ | 908       |         |  | $ | 913       |  |  | $     | 941      







|                                    |  | First   |           |  | Second  |   |           | Third   |  |   | Fourth    |  |  | Total |          
|----------------------------------- |  | ------- | --------- |  | ------- | - | --------- | ------- |  | - | --------- |  |  | ----- | ---------
|Production Statistics for 2010      |  | Quarter |           |  | Quarter |   |           | Quarter |  |   | Quarter   |  |  | 2010  |          
|Waste tons                          |  |         | 1,418,700 |  |         |   | 2,081,900 |         |  |   | 2,042,500 |  |  |       | 2,289,400
|Ore tons                            |  |         | 644,200   |  |         |   | 485,400   |         |  |   | 649,500   |  |  |       | 601,900  
|Total tons                          |  |         | 2,062,900 |  |         |   | 2,567,300 |         |  |   | 2,692,000 |  |  |       | 2,891,300
|Strip ratio (waste / ore)           |  |         | 2.2       |  |         |   | 4.3       |         |  |   | 3.1       |  |  |       | 3.8      
|Ore grade (oz/ton)                  |  |         | 0.015     |  |         |   | 0.014     |         |  |   | 0.019     |  |  |       | 0.016    
|Contained gold ounces mined         |  |         | 9,600     |  |         |   | 6,600     |         |  |   | 12,400    |  |  |       | 9,400    
|Gold ounces produced in doré        |  |         | 6,000     |  |         |   | 5,300     |         |  |   | 5,800     |  |  |       | 7,900    
|Gold ounces sold                    |  |         | 5,500     |  |         |   | 5,700     |         |  |   | 6,200     |  |  |       | 7,800    
|Recoverable gold ounces inventory   |  |         | 11,300    |  |         |   | 10,900    |         |  |   | 13,700    |  |  |       | 13,500   
|Cash cost of gold production ($/oz) |  | $       | 824       |  |         | $ | 865       |         |  | $ | 887       |  |  | $     | 760      





Note: Cash cost of gold production is a
non-GAAP measure and is calculated utilizing Gold Institute standards.



In October 2011, a fourth production crew
was added at the crusher to initiate 24 hour per day seven day per week crushing operations. During 2011, the company invested
in replacing or substantially rebuilding worn crushing units in the tertiary crushing section of the crushing plant to improve
and increase the operational availability of the plant. These two changes are anticipated to drive an increase in gold production
for 2012. This increased production, combined with a reduced stripping ratio, is expected to positively impact unit cash operating
costs. Additional work completed during 2011 included the construction of approximately one million square feet of additional leach
pad space, capable of containing approximately 7.5 million tons of crushed ore and a doubling of the leach pad irrigation capacity
and carbon capture systems. Effective gold recovery from the heap at year end was approximately 79 percent. The remaining life-of-mine
strip ratio is 2.3, which should result in lower future cash costs.



Operatingcosts
in 2011 were negatively impacted by diesel fuel costs, representing over 22 percent of the operating costs at Briggs. Diesel costs
were lower than they otherwise would have been due to benefits derived from purchase contracts for approximately 25 percent of
Briggs’ diesel usage at delivered prices below then current market prices. A profit sharing plan was initiated in 2011 for
Briggs employees, costing four percent of the site’s profit and increasing costs by $0.6 million. This plan was implemented
as an incentive to retain personnel in the face of an industry-wide shortage of trained mining personnel. Production was adversely
impacted by crusher plant availability and maintenance. Labor costs were impacted in the second half of 2011 by adding and training
personnel in order to operate 24 hours per day, seven days per week. The new personnel were included in existing operating crews,
but produced only limited benefit to production during the training period. Timely availability of equipment parts from equipment
vendors continues to be an issue, although significant improvement in this area has been seen over prior years. The mine is currently
fully staffed for planned operational requirements.



23







Briggs’ production costs on a per-ton-mined
and processed basis are summarized below for the prior two years.





|Function           |  | Basis                          |  | 2011 |      | 2010 |  
|------------------ |  | ------------------------------ |  | ---- | ---- | ---- | -
|Mining             |  | $/ton of material, ore & waste |  | $    | 1.22 |      | $
|Crushing           |  | $/ton of ore processed         |  | $    | 2.64 |      | $
|Leach and Plant    |  | $/ton of ore processed         |  | $    | 3.24 |      | $
|Site Gen and Admin |  | $/ton of ore processed         |  | $    | 1.08 |      | $





Capital spending, inclusive of development,
was approximately $10.0 million in 2011. All planned project capital required under the existing mine plan has been spent. Sustaining
capital expenditures in 2012 are expected to be between $2.5 million and $3.0 million. The majority of the capital is for component
replacements on mining units and in the crushing plant. As of December 31, 2011, the cumulative, recorded cost of Briggs’
property, plant, mine development, and mineral interests was $46.7 million, having a carrying-value of $28.4 million, net of depreciation.



Gold reserves and resources at Briggs have
been updated to account for the following changes:



| | · | An increase in the three year trailing gold price outlook from $1,025 per ounce as of December
31, 2010 to $1,300 per ounce as of February 29, 2011;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | · | 2011 mine production;
| | - | ---------------------

| | · | December 31, 2011 end of year topography;
| | - | -----------------------------------------

| | · | The results of a 68 hole, 30,000-foot drilling program conducted during 2011;
| | - | -----------------------------------------------------------------------------

| | · | Actual and budgeted operating costs;
| | - | ------------------------------------

| | · | A gold recovery of 80 percent.
| | - | ------------------------------



Briggs December 31, 2011 gold mineral reserves,
estimated using a 0.007 ounce per ton cut-off grade, are shown in the following table:





|                        |  |             |  |  |  | Tons     |  |  |  | Gold     |  |  |  | Contained | 
|----------------------- |  | ----------- |  |  |  | -------- |  |  |  | -------- |  |  |  | --------- | 
|Mining Area             |  | Category    |  |  |  | (x1,000) |  |  |  | (oz/ton) |  |  |  | Ounces    | 
|Briggs Main             |  | Proven      |  |  |  | 3,264    |  |  |  | 0.017    |  |  |  | 53,910    | 
|                        |  | Probable    |  |  |  | 2,131    |  |  |  | 0.016    |  |  |  | 33,214    | 
|                        |  | Sub-Total   |  |  |  | 5,394    |  |  |  | 0.016    |  |  |  | 87,124    | 
|Briggs Main North       |  | Proven      |  |  |  | 974      |  |  |  | 0.018    |  |  |  | 17,708    | 
|                        |  | Probable    |  |  |  | 1,090    |  |  |  | 0.019    |  |  |  | 20,912    | 
|                        |  | Sub-Total   |  |  |  | 2,064    |  |  |  | 0.019    |  |  |  | 38,620    | 
|Goldtooth - North       |  | Proven      |  |  |  | 740      |  |  |  | 0.032    |  |  |  | 23,753    | 
|                        |  | Probable    |  |  |  | 1,284    |  |  |  | 0.023    |  |  |  | 29,453    | 
|                        |  | Sub-Total   |  |  |  | 2,024    |  |  |  | 0.026    |  |  |  | 53,206    | 
|Goldtooth - South       |  | Proven      |  |  |  | 1,318    |  |  |  | 0.025    |  |  |  | 33,418    | 
|                        |  | Probable    |  |  |  | 1,437    |  |  |  | 0.024    |  |  |  | 34,562    | 
|                        |  | Sub-Total   |  |  |  | 2,755    |  |  |  | 0.025    |  |  |  | 67,980    | 
|Total - Briggs Reserves |  | Proven      |  |  |  | 6,296    |  |  |  | 0.020    |  |  |  | 128,788   | 
|                        |  | Probable    |  |  |  | 5,942    |  |  |  | 0.020    |  |  |  | 118,141   | 
|                        |  | Grand Total |  |  |  | 12,238   |  |  |  | 0.020    |  |  |  | 246,929   | 





The estimate shown above does not include
861,000 tons of in-pit inferred material containing approximately 13,000 ounces of gold. This material is currently considered
as waste in the overall mine plan. The remaining life of mine waste to ore stripping ratio increased from 2.8 to 3.2.



24









The table below summarizes the change in
gold reserves in contained ounces at Briggs in 2011.





|                      |  | Beginning |         |  |            |  |         | Other   |  |  | Ending | 
|--------------------- |  | --------- | ------- |  | ---------- |  | ------- | ------- |  |  | ------ | 
|                      |  | 2011      |         |  | Production |  |         | Changes |  |  | 2011   | 
|Proven                |  |           | 103,000 |  |            |  |         |         |  |  |        | 
|Probable              |  |           | 98,000  |  |            |  |         |         |  |  |        | 
|                      |  |           |         |  |            |  |         |         |  |  |        | 
|Total Briggs Reserves |  |           | 201,000 |  |            |  | (43,413 | )       |  |  | 89,342 | 





Briggs December 31, 2011 mineral resources
estimated using a 0.006 ounce per ton cut-off grade is shown in the following table:





|                       |  | Tons     |        |  | Gold     |  |       | Contained | 
|---------------------- |  | -------- | ------ |  | -------- |  | ----- | --------- | 
|Category               |  | (x1,000) |        |  | (oz/ton) |  |       | Ounces    | 
|Measured               |  |          | 13,306 |  |          |  | 0.021 |           | 
|Indicated              |  |          | 20,293 |  |          |  | 0.019 |           | 
|                       |  |          |        |  |          |  |       |           | 
|Measured and Indicated |  |          | 33,598 |  |          |  | 0.020 |           | 
|                       |  |          |        |  |          |  |       |           | 
|Inferred               |  |          | 12,940 |  |          |  | 0.018 |           | 





Mobile equipment at Briggs includes seven
85 to 100-ton trucks, three 15-cubic-yard loaders, two blast-hole drills, four dozers, and two graders. The three-stage crushing
plant at Briggs has a nominal capacity of 600 to 700 tons per hour depending on hardness of ore feed. Ore is typically crushed
in three stages to 80 percent minus-1⁄4-inch-size and conveyor-stacked on the leach pad for leaching. Gold recovery at this
crush size is estimated to be approximately 80 percent. The gold recovery plant utilizes the carbon absorption and desorption process
to recover gold from solution, and the refinery utilizes conventional furnace technology. Power for the mine is currently supplied
by four 1.1 megawatt diesel generators.



The life-of-mine plan for Briggs mining
operations is located entirely within the existing permit boundary area. However, a portion of the mine plan area required an amendment
to the existing reclamation plan and possibly placement of additional reclamation bonds prior to mining. To accommodate this permit
revision, an updated Environmental Assessment was completed and approved by the BLM on February 1, 2012, subject to a final appeal
process. Reclamation activities are conducted concurrently whenever reasonable as mining occurs. In areas of new mining, topsoil
is being reclaimed and stockpiled for future reclamation work.



Briggs
operates under the requirements of the following significant permits and agencies: (1) Plan of Operations, BLM; (2) Mining and
Reclamation Plan, Inyo County; (3) Waste Discharge Requirements, Lahontan; (4) Permits to Operate, Great Basin Unified Air Pollution
Control District; and (5) a stream bed alteration permit with California Fish and Game. The Company has posted cash and reclamation
bonds with these agencies in the amount of $4.4 million of which $4.2 million are reclamation bonds supported by a surety. All
surety bonds are subject to annual review and adjustment.



Briggs is hosted by Precambrian quartz-rich
gneiss and amphibolite which have undergone ductile folding during Precambrian time and subsequently subject to brittle deformation
by high and low-angle faulting during Mesozoic and Tertiary time. High-angle faults and shear zones are believed to have acted
as conduits that channeled gold-bearing hydrothermal fluids upwards into the Precambrian gneiss and amphibolites rock units. The
principal gold mineralized high-angle fault zone at the mine is the north-south trending Goldtooth fault. The Goldtooth fault was
developed historically by underground methods in the early 1900s and remains an important ore control at Briggs.



25







DEVELOPMENT PROPERTIES



Pinson Mine Property, Nevada



Pinson is located in Humboldt County, Nevada,
about 30 miles east of Winnemucca and is accessed by an all-weather road about ten miles north of the Golconda Exit from Interstate
Highway 80.  The property is located on the Getchell Gold Belt in north-central Nevada near where it intersects the north
end of the Battle Mountain-Eureka trend. Prior to 2000, Pinson produced over 987,000 ounces of gold from oxidized ore by open
pit mining and oxide heap-leach and mill recovery. Gold production came from decalcified, locally silicified and/or argillized,
fine-grained, limy sedimentary rocks of the Ordovician Period Comus Formation and is considered a Carlin-type, sedimentary host
gold system.  Mineralization is focused along and adjacent to the Getchell Fault zone.



In April 2009, Atna entered into a Mining
Venture Agreement (the “MVA”) for Pinson with Pinson Mining Company ("PMC"), a subsidiary of Barrick Gold
Corporation, superseding a prior Exploration and Development Agreement. Under the MVA, Atna owned a 30 percent equity interest
in the joint venture and PMC owned 70 percent. The joint venture spent over $50 million on drilling and development work at Pinson
from 2004 through 2011. In September 2011, Atna completed an Asset Purchase and Sale Agreement (“APSA”) with PMC
to acquire PMC’s 70 percent interest in the Pinson Mine. The MVA was terminated by the APSA.



Upon closing of the APSA, Atna became the
owner of four square miles of land containing the historic Pinson Mine and the related mineral resources. PMC became sole owner
of 21 square miles of land and claims surrounding the four sections of land. As part of this transaction Atna also signed a non-exclusive
Ore Milling and Gold Purchase Agreement with an affiliate of PMC allowing Atna, at its option, to process Pinson sulfide ores at
Barrick's Goldstrike processing facilities. PMC retained a 10 percent, net profits royalty on production after the first 120,000
ounces of gold are sold. Exclusive of the qualitative value of the processing agreement and future royalty payments to PMC, Atna
paid $27.9 million for the 70 percent interest in Pinson inclusive of: US$15.0 million in cash, 15 million common shares of Atna,
$1.5 million in assumed reclamation obligations, and the net exchange of land.



The four sections of land now controlled
by Atna contain substantially all of the mineral resources developed by the former joint venture. The land position includes four
square miles of leased and owned fee lands and unpatented mining claims. This includes 20 claims owned 100 percent, ownership of
two additional sections of fee surface and mineral lands, ownership of 41.66 percent of 18 additional claims and a lease interest
in 18 full and two fractional mining claims. Atna owns an additional 41.66 percent interest on an additional 120 acres of fee and
mineral lands and leases the remainder of that interest. In total, there are 2,545acres in the Pinson package. These lands have variable NSR royalty obligations, averaging around 6 percent. The 10%
net profits royalty retained by PMC is in addition to these NSR royalties.



Pinson has a “small-mine” operating
permit allowing underground mining of 36,500 tons of ore per year. The Company began redevelopment of the mine based on this permit
in the fourth quarter of 2011. The decision to commence work is not based on the results of a technical report, but is based on
an analysis of the critical path required to attain commercial production in the fourth quarter 2012. Updated NI 43-101 compliant
mineral reserve estimates are expected to be released in the first half of 2012. Once these studies are completed, applications
for additional permits to operate at increased rates will be prepared and filed with the State of Nevada. No Federal filing is
required since the potential underground mining zones are located on private lands. New permits allowing increased levels of underground
production are expected early in 2013.



The Company has commenced a program of
personnel recruitment to provide staffing for the project. An underground mining contractor has been mobilized to the site and
work on driving the secondary access has commenced. Under Mine, Safety and Health Administration regulations, commercial stoping
of ores may only be conducted once dual access has been established. Once secondary access and ventilation circuits have been established,
then ore stoping areas can be established. It is anticipated that an underhand cut-and-fill mining method will be utilized due
to poor rock competency in the ore zones. The Company is in the process of mining a number of large-scale, bulk, oxidized ore samples.
This material will be shipped in the first half of 2012 for test processing at the nearby processing plants. Atna's goal at Pinson
over the next few years is to develop a mine capable of producing 75,000 to 100,000 ounces of gold per annum at a competitive cost
structure. It may take several years to achieve this target production level as this will require the development of numerous working
faces in the mine.



26







Approximately $20 million in development
costs for Pinson have been budgeted for 2012. The Company expects to mine up to 36,500 tons as allowed under current permits to
produce 10,000 to 15,000 ounces of gold in 2012. This production is budgeted to occur primarily in the fourth quarter of 2012.
As of December 31, 2011, Pinson’s property plant, mine development, and mineral interests had a carrying cost of $29.9 million,
net of $0.1 million in accumulated depreciation.



Approximately 4,000
feet of underground workings have been excavated at Pinson. These workings are de-watered using an existing deep de-watering well. Three
additional wells have been drilled and the Company has pumps and related equipment on hand to put two of these wells into operation.
Water is currently being discharged into two existing rapid infiltration basins and a third basin has been permitted for construction.
Water rights to allow the underground project to be de-watered at a rate required to support underground mining operations were
granted in 2009. In addition, PMC upgraded site electrical systems to support underground tunneling and ventilation operations
and constructed a lined stock pad for the stockpiling of future mined sulfide ores. A second portal collar was also established
for a planned secondary access to the underground workings. Electrical power will be provided off the utility grid. Acquired buildings
and equipment are in suitable condition for their intended purposes.



Atna has substantially
completed the process of transferring the various operating and reclamation permits associated with Pinson from the name of PMC
to the name of Atna Resources Inc., the subsidiary that now holds Pinson. Associated with these permits is approximately $1.9 million
in reclamation bonding. Atna has provided the State of Nevada with approximately $0.6 million of this bonding, and expects to provide
the balance of approximately $1.3 million in early 2012 in conjunction with the transfer of the remaining permits.



The Pinson mine had previously operated
as an open pit mine with gold produced from oxide ores through heap-leach and oxide mill recovery. Since 2004, the Pinson joint
venture conducted substantial drilling from surface in and around the existing open pits providing new information and expanding
the mineral resource base in and around the old pits. Re-evaluation of this potential in the currently robust gold market environment
has resulted in the development of a substantial measured and indicated resource containing 981,700 gold ounces that is believed
to be amenable to open pit mining and heap-leach gold recovery. This resource is adjacent to but separate from the underground
resource.



The Company is planning to commence a feasibility
study analysis to determine the economic potential of the open pit resource. While permits exist to commence underground development
and mining, the potential open pit is currently unpermitted and will be subject to the full permitting process prior to the commencement
of mining. Even though this is a brown-field site, this process may include the requirement to complete a full environmental impact
study.



In February 2012, Gustavson and Associates
completed a resource estimation effort including all data available for the Pinson Mine property including the work completed by
PMC. This work represents the first effort to produce a property-wide gold resource estimate and includes both potential open-pit
resources (Mag Pit and South Area) and the resources potentially extractable by underground methods. The results of this study
were released on February 6, 2012. A NI 43-101 Technical Report was filed in support of these new estimates in March 2012.



27











The February 2012 mineral resource estimate
is summarized in the following tables utilizing a cut-off gold grade of 0.20 oz/ton for the Underground Resources and 0.01 oz/ton
for the Open Pit Resources.



Underground Resources (0.20 oz/ton Au cut-off)





|                       |  | Tons     |       |  | Gold     |  |       | Contained | 
|---------------------- |  | -------- | ----- |  | -------- |  | ----- | --------- | 
|Category               |  | (x1,000) |       |  | (oz/ton) |  |       | Ounces    | 
|Measured               |  |          | 1,619 |  |          |  | 0.355 |           | 
|Indicated              |  |          | 1,301 |  |          |  | 0.383 |           | 
|                       |  |          |       |  |          |  |       |           | 
|Measured and Indicated |  |          | 2,920 |  |          |  | 0.368 |           | 
|                       |  |          |       |  |          |  |       |           | 
|Inferred               |  |          | 2,236 |  |          |  | 0.378 |           | 





28







Open Pit Resources (0.010 oz/ton Au cut-off)





|                       |  | Tons     |        |  | Gold     |  |       | Contained | 
|---------------------- |  | -------- | ------ |  | -------- |  | ----- | --------- | 
|Category               |  | (x1,000) |        |  | (oz/ton) |  |       | Ounces    | 
|Measured               |  |          | 21,158 |  |          |  | 0.035 |           | 
|Indicated              |  |          | 4,307  |  |          |  | 0.058 |           | 
|                       |  |          |        |  |          |  |       |           | 
|Measured and Indicated |  |          | 25,466 |  |          |  | 0.039 |           | 
|                       |  |          |        |  |          |  |       |           | 
|Inferred               |  |          | 824    |  |          |  | 0.034 |           | 





Reward Mine, Nevada



Reward is located on approximately 2,213.8
acres in southwestern Nye County, Nevada, about 5.5 miles south-southeast of the town of Beatty. Access is gained via state highway
95 to the site access road turnoff followed by a two-mile gravel access road. Atna holds eight placer claims and 14 unpatented
lode claims under four mining leases, which expire in 2024 and 2025. Atna also owns 99 unpatented claims and six patented claims.
The leases and patented claims each carry a 3 percent NSR royalty.



In March 2008, the Company completed a
positive economic feasibility study for Reward (filed on SEDAR). The feasibility study recommended development of a conventional
open pit mining, ore crushing, and heap-leach gold production operation. Operating synergies and cost benefits from the nearby
Briggs Mine could positively affect the operation.



Gold reserves at Reward have been updated
to account for the following changes:



| | · | An increase in the three year trailing gold price outlook from $1,025 per ounce as of December
31, 2010 to $1,300 per ounce as of December 31, 2011;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Direct operating costs have been updated based on actual costs experienced at the nearby Briggs Mine; and
| | - | ---------------------------------------------------------------------------------------------------------

| | · | Drilling results during 2011 have been taken into consideration.
| | - | ----------------------------------------------------------------



The following table depicts the change
in ounces of contained gold reserve recognized in 2011.



|                             |  | Beginning |         |  | Other   |  |        | Ending | 
|---------------------------- |  | --------- | ------- |  | ------- |  | ------ | ------ | 
|Category of Contained Ounces |  | 2011      |         |  | Changes |  |        | 2011   | 
|Proven                       |  |           | 38,200  |  |         |  | 52,400 |        | 
|Probable                     |  |           | 142,700 |  |         |  | 32,500 |        | 
|                             |  |           |         |  |         |  |        |        | 
|Total Reward reserves        |  |           | 180,900 |  |         |  | 84,900 |        | 



‘Other Changes’ include the
impact on reserve estimation of changes in the three year trailing average price of gold, changes in operating costs and changes
due to the addition of new drilling information.



29











The following table displays the mineral
resources contained at Reward for the year ended December 31, 2011.





|                       |  | Tons     |        |  | Gold     |  |       | Contained | 
|---------------------- |  | -------- | ------ |  | -------- |  | ----- | --------- | 
|Category               |  | (x1,000) |        |  | (oz/ton) |  |       | Ounces    | 
|Measured               |  |          | 4,692  |  |          |  | 0.023 |           | 
|Indicated              |  |          | 13,363 |  |          |  | 0.019 |           | 
|                       |  |          |        |  |          |  |       |           | 
|Measured and Indicated |  |          | 18,055 |  |          |  | 0.020 |           | 
|                       |  |          |        |  |          |  |       |           | 
|Inferred               |  |          | 4,757  |  |          |  | 0.014 |           | 





Current reserve estimates are based on
estimated future costs and the prior three-year average gold price, recently updated by the Company for this report. Reserves also
assume an 80 percent processing recovery rate based on metallurgical test results. Reserves and resources presented later in this
report reflect the results of drilling activity in 2011. The Reward operation is expected to produce approximately 212,600 ounces
of gold over a seven-year mine life. The life of mine waste-to-ore strip ratio is expected to be 2.1. Capital costs have been updated
and now total $32 million for crushing and process plants, facilities and infrastructure, mining fleet, capitalized stripping and
funding of surety bonds; however this is likely to increase by the time the development occurs.



30







Mining operations at Reward will utilize
conventional 100-ton open pit trucks and 15-yard loaders. Mined ore will be crushed to minus 3/8 inch and placed on a lined pad
for leaching and gold recovery. Target gold recovery is 80 percent for the project. Process solutions will be captured in solution
tanks and circulated through activated carbon to capture entrained gold. This loaded carbon would subsequently be dewatered, packaged,
and transported for final gold recovery to either Briggs in Inyo County, California, or to a third party processing facility.



Reward has received permits required to
initiate development activities. A project office has been opened in Beatty, Nevada and Phase 1 infrastructure development at the
site has been substantially completed. This included the construction of wildlife exclusion fencing, completion of the production
water well and the stringing of power line to connect the site to the local power grid. Capital expended for these projects in
2011 totaled $1.5 million. Reward’s carrying cost as of December 31, 2011 was $10.6 million, net of an insignificant amount
of accumulated depreciation.



Phase 2 activities include the construction
of leach pad facilities, purchase of a 500-ton per hour capacity semi-portable crushing plant, and installation of an office, lab
and shop facilities. Pre-stripping of mine waste would also commence simultaneously with the other construction activities. Timing
on this construction phase will be dependent upon a number of factors including the completion of development activities at our
Pinson Mine and availability of free cash flow from our Briggs operation. We anticipate that Phase 2 construction could be completed
within a nine to twelve month period after the commencement of construction. Atna plans to place orders for long lead-time equipment
for Reward in 2012 for delivery in 2013 and to complete construction engineering designs in 2012.



Final reclamation and closure cost, which
is included in overall production cost, is estimated at approximately $2.5 million. The cost for reclamation and closure bonds
of approximately $5.9 million was estimated using the State of Nevada statutory cost estimating model and has been approved by
State regulatory authorities. An initial bond of $0.9 million backed by surety has been posted to cover Phase 1 activities. These
amounts are in addition to the capital estimates stated above.



Reward contains an intensely sheeted, north-south
shear zone and associated veins, which vary from steeply dipping to modest dip (45 degrees) to the east, within a sequence of phyllitic
quartzite, schists, and dolomites. The Reward gold-mineralized structure has been sampled by more than 310 holes totaling more
than 100,000 feet drilled by a number of mining entities over the past 15 years. Gold mineralization has been encountered over
a strike length of more than 2,400 feet and to a depth of 400 feet along the Reward structure. The width of mineralization within
the structural zone ranges from a few feet to up to 200 feet. The mineralized structure remains open and untested at depth and
along strike to the south. To date, other than exploratory drilling, no mining operations have been conducted at Reward; it is
a development project.



The project is permitted for mine operations.
During 2009, work was completed on an Environmental Assessment for Reward and the BLM signed the Record of Decision and Finding
of No Significant Impact to approve development of Reward in August 2009. In January 2010, the Nevada Division of Environmental
Protection issued a Reclamation Permit that became effective February 7, 2010. This permit, subject to the placement of reclamation
bonds, will allow Atna to commence construction of the Reward mine facilities. Other major permits, including the Class II Air
Quality Operating Permit, Water Pollution Control Permit, and a Permit to Change Point of Diversion, Manner of Use and Place of
Use of The Public Waters, have also been issued by the State of Nevada.



Columbia Project, Montana



The Company
wholly-owns or leases 24 patented and 68 unpatented mining claims at Columbia, which is located approximately seven miles east
of Lincoln and 45 miles northwest of Helena, in Lewis and Clark County, Montana. Total acreage is 1,776 acres. Access to the properties
is by dirt roads from a paved highway that crosses near the property. The patented claims are subject to NSR royalties that
range from zero to six percent.



The Company engaged an independent engineering
firm with Qualified Persons (as defined in NI 43-101), to complete an NI 43-101 compliant “Technical
Report and Mineral Resource Estimate for the Columbia Project” in 2009 and an additional report titled “Technical Report
and Preliminary Economic Assessment on the Columbia Project” (“PEA”) was completed in May 2010 with both filed
on SEDAR. Results of these studies demonstrate that the project may have favorable development potential. The preliminary assessment
includes inferred mineral resources within the pit boundary that are considered too speculative geologically to have the economic
considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the
preliminary assessment estimates will be realized. Additional studies are required to fully demonstrate the future economic feasibility
of the project. This work however justifies moving ahead with a feasibility level study to further define the economics of the
project and justify commencing the permitting process.



31







The Columbia resource estimate is based
on 337 drill holes totaling 147,000 feet of drilling and 12,500 feet of surface trenching in 78 trenches carried out between 1989
and 1993. Bulk sampling, development studies, metallurgical testing, and environmental baseline studies were conducted during the
same time period. The deposit remains open for possible extension both along strike and to depth.



The Columbia mineral resource estimate
is summarized in the following table utilizing a cut-off gold grade of 0.02 oz/ton, which is calculated utilizing operating cost
and expected recovery parameters as developed in the PEA with supporting metallurgical test work.





|                       |  | Tons     |        |  | Gold     |  |       | Contained |  |  | Silver   |  |  | Contained  |      
|---------------------- |  | -------- | ------ |  | -------- |  | ----- | --------- |  |  | -------- |  |  | ---------- | -----
|Category               |  | (x1,000) |        |  | (oz/ton) |  |       | Gold Ozs  |  |  | (oz/ton) |  |  | Silver Ozs |      
|Measured               |  |          | 5,370  |  |          |  | 0.047 |           |  |  | 254,400  |  |  |            | 0.155
|Indicated              |  |          | 11,294 |  |          |  | 0.043 |           |  |  | 487,300  |  |  |            | 0.116
|                       |  |          |        |  |          |  |       |           |  |  |          |  |  |            |      
|Measured and Indicated |  |          | 16,664 |  |          |  | 0.045 |           |  |  | 741,700  |  |  |            | 0.128
|                       |  |          |        |  |          |  |       |           |  |  |          |  |  |            |      
|Inferred               |  |          | 10,705 |  |          |  | 0.042 |           |  |  | 453,600  |  |  |            | 0.097





Columbia PEA Highlights



| | · | Projected average annual production of approximately 70,000 ounces of gold and 96,000 ounces of silver over a nine-year mine
life at an estimated cash cost of $639 per ounce of gold, net of by product credits.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Pre-tax discounted net present value at $1,025 per ounce of gold and $16.60 per ounce of silver of $111.5 million at discount
rate of five percent, giving an internal rate of return of 27 percent.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Estimated capital expenditures of $72.2 million and a payback of 3.3 years. Capital costs are subject to inflationary increases.
| | - | --------------------------------------------------------------------------------------------------------------------------------



The PEA contemplates a conventional open
pit truck/loader mining operation with sequential pit waste backfill and a conventional 5,000 ton per day gravity and flotation
mill to produce both doré and a gold and silver concentrate. Concentrates would be sold to third party processing facilities.
The initial design seeks to minimize environmental impact by incorporating dry tailings for pit backfill versus a conventional
wet tailings dam.



The PEA developed a number of recommendations
for future work. These include:



| | · | Additional metallurgical sampling to adequately test the various parts of the resource sufficient
to refine the process flow and complete a plant design.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Additional drilling to confirm the resource and upgrade the ore classification of the Donnely South
area.
| | - | ---------------------------------------------------------------------------------------------------------

| | · | An evaluation of the permitting requirements of the project.
| | - | ------------------------------------------------------------

| | · | A geotechnical study to optimize pit slope angles and confirm waste dump stability and design.
| | - | ----------------------------------------------------------------------------------------------

| | · | Feasibility and project optimization studies.
| | - | ---------------------------------------------



A second round of metallurgical test work was completed in February
2012. The purpose of this work was focused on optimizing flotation gold recovery and characterizing gold concentrate grade and
quality. This program focused on utilizing conventional gravity and flotation gold recovery methods to produce both gravity and
flotation concentrate products. Both rougher and cleaner floatation circuits were utilized. Reverse circulation reject samples
were composited to create representative oxide mineral samples for testing. The test work indicated that up to 65 percent of the
gold and 20 percent of silver was recovered as a gravity concentrate. Simple flotation on the tail product recovered an additional
28 percent of the gold and 45 percent of the silver. Cleaner flotation upgraded the flotation concentrate to the range of 39 ounces
per ton of gold and 125 ounces of silver. Overall recovery was approximately 88 percent for gold and 50 percent for silver. Cyanide
leach test on flotation concentrate produced a gold recovery of 98 percent and a silver recovery of 96 percent, indicating a high
level of oxidation.



32







Periodic water sampling analysis is also being conducted for
baseline quality analysis. Additional studies were completed to assess any fatal flaws that may prohibit the project from being
permitted and no significant flaws were determined. A community stakeholder analysis has also been completed. These studies are
all focused on providing support for the feasibility study and to begin permit applications in 2012.



The Columbia property is covered by middle
Tertiary andesitic volcanic rocks. The most important controls on mineralization are north to northwest-trending faults that have
localized quartz-pyrite-precious metal mineralization. The structures generally dip to the west and can be up to 150 feet
wide. Gold and silver occur in high grade quartz veins that are localized near the margins of the shear zone, as well as in a lower
grade shattered zones between the high grade veins. Gold mineralization occurs as fine-grained free gold as well as submicron particles
associated with pyrite.



Metallurgical test-work, drilling and mine
planning are planned for the project in 2012. The goal is to complete a “Mine Plan of Operations” to initiate the formal
permitting process at Columbia.



Columbia
is not currently permitted for development. Columbia is located on patented and unpatented mining claims within a U.S. National
Forest. As with all mining projects, careful environmental study and permitting will be required before a mine can be developed
on the property. There are no assurances that all needed permits will be issued, issued timely, or issued without onerous conditions.
An environmental impact statement and the permitting process will require completion before any development activities can take
place on the property.







33







Briggs Satellite Projects, California



Cecil R is located four miles north of
Briggs. The Company completed an initial NI 43-101 compliant mineral resource estimate and technical report in March 2010. The
following table displays the mineral resource estimate using a cutoff grade of 0.01 oz/ton. This cutoff grade is higher than the
cutoff grade utilized at Briggs to account for potentially the increased ore haulage costs at Cecil R.





|                       |  | Tons     |       |  | Gold     |  |       | Contained | 
|---------------------- |  | -------- | ----- |  | -------- |  | ----- | --------- | 
|Category               |  | (x1,000) |       |  | (oz/ton) |  |       | Ounces    | 
|Measured               |  |          | 858   |  |          |  | 0.024 |           | 
|Indicated              |  |          | 2,382 |  |          |  | 0.022 |           | 
|                       |  |          |       |  |          |  |       |           | 
|Measured and Indicated |  |          | 3,240 |  |          |  | 0.023 |           | 
|                       |  |          |       |  |          |  |       |           | 
|Inferred               |  |          | 5,144 |  |          |  | 0.019 |           | 





Work at Cecil R leading up to the NI 43-101
resource estimate included over 94 drill holes, surface geologic mapping, surface and underground sampling, and 3D geologic modeling.
Gold mineralization at Cecil R is hosted by the same geologic unit which hosts the nearby Briggs gold deposit. The gently west
dipping blanket-like zone of gold mineralization dips beneath Quaternary gravel cover and is distributed over an area 1,500 feet
by 1,200 feet and has a thickness of 10 to 60 feet.



Work on Cecil R will continue during 2012
with baseline environmental studies, metallurgical testing, and potentially infill drilling to upgrade resource classification.







In 2006, Atna acquired Suitcase and Mineral
Hill for 30,000 shares of common stock of Atna. Suitcase and Mineral Hill are located east and upslope from Cecil R and Jackson.
In addition, Atna will pay a total of $135,000 in ten yearly installments, plus a 3 percent NSR royalty that may be reduced to
1 percent for $0.5 million per point of reduction.



Both Suitcase and Mineral Hill have been
actively explored by a number of mining companies since the early 1980s. In 1990, Pegasus Gold Corp conducted detailed helicopter
supported exploration work, including an 8,033 foot drilling program at the properties. Cimarron Resources completed a 3,625 foot
drill program at Suitcase in 1997. These programs confirmed both areas as having significant quantities of gold mineralization.
Most holes averaged only 100 to 200 feet in vertical depth and the deeper potential of both properties, particularly Mineral Hill
with its steep structural controls on gold mineralization, remains to be tested.



34







Any new open-pit developments on the Briggs
Satellite Projects outside the existing Briggs plan of operations area may be required to comply with the Backfill Regulation.
However, certain California statutes and regulations recognize that under certain circumstances, existing permit areas may be
extended to incorporate mining locations necessary for the continued operation or expansion of the existing operation without
the backfilling requirement. Further study will be required to fully assess the impact of these regulations on all of the Briggs
Satellite projects.



EXPLORATION PROPERTIES



Clover, Nevada



The Clover gold exploration property (“Clover”)
is situated approximately 42 miles (67.5 kilometers) northeast of Winnemucca in Elko County, north-central Nevada, and consists
of 365 unpatented lode claims covering approximately 2,000 acres (810 hectares). Access is via all-weather gravel roads off Nevada
State Route 18 and accessed from Interstate 80 at the Golconda exit. Under an agreement dated March 11, 2003, the Company acquired
a 100 percent interest in 22 claims on Clover, subject to a three percent NSR royalty. The Company optioned the property to
Yamana Gold in November 2006. Yamana Gold has been exploring the project since that time. In February 2012, Yamana advised Atna
of its intent to terminate it earn-in agreement on Clover.



In 2009 and 2010, Yamana Gold worked on
completing permitting activities required by the BLM and completed a nine-hole drilling program (9,165.5 feet/2,793.5 meters).
Yamana’s 2011 drilling failed to extend the gold mineralization encountered in previous drilling. Yamana interpreted a change
in the strike and host lithology of the targeted structure as the cause of the tightening of the vein. Yamana drilled 26 holes
totaling 23,905.5 feet (7,286 meters) during its option period.



The Clover prospect is a low sulfidation
epithermal, vein-hosted gold prospect situated along the northern margin of the Midas trough, on the southwest flank of the Snowstorm
Mountains. The property is underlain by mid-Miocene aged, bi-modal volcanic rocks on the western margin of the Northern Nevada
Rift.  These rocks are the stratigraphic equivalents to the units that host bonanza veins in the Midas district.



Tuscarora and Adelaide Properties, Nevada



In February 2008, the Company entered into
an option agreement with Golden Predator Corp. ("GPD"), whereby GPD would assume the obligation of Atna regarding the
option with Newmont Mining Corporation on the Adelaide and Tuscarora gold prospects in Nevada. Atna received 0.2 million shares
of GPD as its 2011 option payment for the properties. At the end of 2011, GPD informed Atna that they had completed the $3.0 million
expenditure requirement required under the option agreement. With this notice, control of these properties was transferred to GPD.
Atna retains an NSR royalty of up to 1.5 percent but not less than 0.5 percent. When a positive production decision has been made,
Atna may receive an additional production payment equivalent to $2.50 per ounce of gold or gold equivalent ounce based on the established
reserves or measured and indicated ounces at that time, but not less than $250,000 for each property.



Adelaide is located about 30 miles south
of Winnemucca, Nevada and is accessed by state highway 294 to improved dirt road for two miles. Tuscarora located about 48 miles
south of Elko, Nevada via state highway 225 to highway 226.



Sand Creek Uranium Joint Ventures,
Wyoming



In August 2006, the Company entered into
a Sand Creek Uranium Project Exploration, Development and Mine Operating Agreement (the “Sand Creek Agreement”) with
Uranium One Exploration USA Inc, (“Uranium One”) to form the Sand Creek Joint Venture (the “Sand Creek JV”).
The area of interest for the Sand Creek JV covers an area of approximately 92,000 acres, located east and south of Douglas, Wyoming.
In June 2009, the Company entered into a supplemental agreement to the Sand Creek Agreement. Under the Sand Creek Supplemental
Agreement (the “Supplemental Agreement”), Uranium One assumed the role of project manager and may spend up to $1.6
million before December 31, 2012 to increase its interest in the project from 30 percent to 51 percent. During 2010, Uranium One
spent approximately $0.2 million on Sand Creek JV activities. As a result, Uranium One’s equity interest in the Sand Creek
JV increased to 35 percent while Atna’s interest decreased to 65 percent.



35







If Uranium One does not earn up to a 51
percent interest in the Sand Creek JV, then the Company will assume the role of operator in the project. At termination or completion
of the Supplemental Agreement, the Sand Creek Agreement will remain effective, and the parties’ operating interests will
be set in proportion to the amount of their respective expenditures.



The Sand Creek JV area was identified by
the Company and its former joint venture partners during a uranium exploration program in the early 1980s. Drilling during 1981
and 1982 in the program area consisted of 88 drill holes for approximately 69,000 feet. Within the program area, uranium drill
hole intercepts, as defined by down-hole gamma logging, identified the potential for multiple uranium roll front type uranium deposits.
Uranium mineralization in the program area is hosted in the Chadron Formation, which is composed of sandstones, conglomerates,
and red to green siltstones and claystones. The sandstones are lenticular in nature and average from five to 20 feet in thickness
and occasionally range up to 45-feet thick. All of the claims are underlain by the uranium host rocks of the Chadron Formation.



In late 2006, a drill program began in
the western portion of the Sand Creek JV area and 14 holes were completed totaling 10,395 feet, which clearly demonstrated the
presence of “roll front” style uranium mineralization. A follow up drill program consisting of approximately 16 drill
holes totaling 11,700 feet was completed in mid-2007. Three of the 16 holes intercepted significant grades. The drilling program
consisted primarily of wide-spaced, reconnaissance style drilling with drill hole spacing of 500 to 1,000 feet.



During 2009, Uranium One, completed 24
drill holes to an average depth of 755 feet totaling 18,074 feet of drilling. Ten of the twenty-four holes drilled encountered
encouraging uranium intercepts of greater than 0.25 foot-percent U3O8 with a highlight of 6 feet at 0.11
percent U3O8.



During 2011, Uranium One completed a total
of 32 holes with 13 (41 percent) encountering grade-thickness values (GT’s) of greater than 0.25 percent U3O8 x feet thickness.
The drilling program was designed to test the step-out and in-fill potential of the project’s roll front-style uranium mineralization.
Uranium One is working to update its mapping of the uranium trend and associated resources by integrating the new drilling. The
Company does not control the timing of future drilling operations under the terms of the Sand Creek Supplemental Agreement.



36











Montana Mineral Rights



Atna owns approximately 0.9 million acres
of mineral rights in western Montana. The fee mineral rights underlay surface rights owned by other parties. The lands and mineral
rights are comprised primarily of lands assembled in the early 1900s by the former Anaconda Company for their timber and mineral
potential. The lands occur in thirteen counties in the mountainous terrain west of the Continental Divide, with most of the lands
being located within 50 miles east and west of Missoula, extending to the Idaho State line, and within 60 miles west of Kalispell
in north western Montana. The mineral rights contain many known occurrences of mineral commodities including gold, silver, copper,
barite and phosphate. The Company is in the process of subdividing this package for exploration joint venture or sale.



In February
2011, CR Montana Corporation signed a purchase agreement with the Montana Department of Fish, Wildlife & Parks to sell 29,488
acres of mineral rights in the Fish Creek State Park area for a price of $0.15 million. The purchase agreement was amended to extend
the closing to June 3, 2012.

.

37







Blue Bird Prospect, Montana



The company owns a 100 percent interest
in 87 unpatented mining claims (the “Blue Bird Prospect”) in Granite County, Montana located approximately 40 road
miles southwest of the town of Phillipsburg, Montana. The property adjacent to the Blue Bird Prospect, which is not controlled
by the Company, is located on a sedimentary-hosted copper-silver occurrence similar to the copper-gold mineralization at the Troy,
Rock Creek and Montanore deposits located to the northwest in Lincoln County, Montana. Copper-silver mineralization is strataform
and hosted by units of the Bonner Formation of the Precambrian Belt Supper Group. Anaconda Corporation drill tested the Blue Bird
Prospect in the late-1970s and early-1980s and more recently General Minerals Corporation, which had an option on the property.
Historic Anaconda drill hole intercepts include 19 feet grading 1.93 percent copper and 0.88 oz/ton silver. No work is anticipated
at the Blue Bird Prospect for the 2012 field season. The Company is offering this property for joint venture.



Canadian Properties, Yukon and
British Columbia



In April 2011, the Company entered into
an agreement to option the Uduk Lake gold prospect in the Yukon to Canarc Resource Corporation (TSX:CCM). Under the option, Canarc
can acquire 100 percent interest in the Uduk claims by making option payments of $750,000 over a four year period and granting
the Company a two percent NSR production royalty. The Uduk claims are located in the Windfall Hills area, located 65 kilometers
south of Burns Lake, Yukon.



In July 2011, the Company entered into
option agreements to sell its Wolf, White Bull and Ecstall polymetallic exploration properties in the Yukon and British Columbia
to Mindat Research, a private British Columbia Corporation.



The Wolf polymetallic prospect is located
in the Pelly Mountains of southeastern Yukon. The property is currently held as a joint venture with Atna controlling 65.6 percent
and Yukon Nevada Gold Corporation (TSX:YNG) controlling 34.4 percent. Mindat will make option payments totaling $1.4 million over
the next four years that will be split by the venture partners according to their respective interests. The venture partners will
also retain a 2.0 percent NSR position that will be allocated to their respective accounts.



The Ecstall polymetallic prospect is located
in the Skeena Mining District of British Columbia. Atna expects to receive $0.6 million in payments over the next four years and
additionally shall retain a NSR of between 0.5 percent and one percent depending on underlying royalty structures.



The White Bull polymetallic prospect is
located in the Cassiar Mountains of British Columbia in the Laird Mining Division. Atna will receive a total of $0.1 million in
payments over the next four years and shall additionally retain a 1.0 percent NSR interest.



ROYALTY INTERESTS



In June 2011, Atna signed an agreement
to sell 135 unpatented federal lode claims covering possible strike and dip extensions of gold-silver mineralization centered at
the Atlanta Prospect in the Atlanta District, Lincoln County, Nevada. The purchase and sales agreement provides Meadow Bay Gold
Corp. (TSX.V:MAY) a twelve month option to purchase the property. All payments required under the agreement were fulfilled during
2011. Atna has retained a 3.0 percent NSR, of which 1.0 percent can be purchased by Meadow Bay for US$1,000,000 prior to the fifth
anniversary. The Atlanta Prospect produced approximately 147,000 ounces of gold and three million ounces of silver grading 0.08
oz/ton gold (2.7 g/t gold) and 1.6 oz/ton silver (55.9 g/t silver) between 1979 and 1985 via open pit methods. Gold-silver mineralization
is epithermal in nature and is hosted along the margin of the Oligocene Indian Peak caldera principally within the young volcanic
rocks. Mineralization is associated with hydrothermal breccias, moderate to strong silicification, banded to massive chalcedonic
veining, and pervasive argillization of the hanging wall volcaniclastics (intra-caldera fill).



In May 2010, the Company sold its remaining
minor interest in the Celeste copper property (“Celeste”) in Chile. Pursuant to this sale, the company retained an
uncapped 0.5 percent NSR royalty to commence on the fifth year following the onset of commercial production at Celeste.



In June 2010, Atna relinquished its remaining
minor interest in the Ty VMS property joint venture in Yukon, Canada in exchange for an uncapped 1.0 percent NSR royalty interest.



38







CLOSURE PROPERTY



Kendall, Montana

.

Kendall is located approximately 20 miles
north of Lewistown, Montana, and is accessible by paved U.S. highway and graded dirt roads. Atna controls approximately 52 Lots,
fee lands and patented claims with a total of 644 acres. Kendall was developed as an open-pit, heap-leach gold mine that operated
from 1988 to its closure in 1995. Leaching of the remaining gold in the heap-leach pads continued through early 1998. Kendall produced
approximately 302,000 ounces of gold and 136,000 ounces of silver from 1988 through 1998.  From 1998 to the present time,
the Company has continued with closure activities, principally relating to collection, treatment and disposal of water contained
in the process system and mine area, and re-vegetation of waste rock dump surfaces.



Kendall
operated under permits issued by MDEQ and other regulatory agencies. The Company is negotiating details of final mine closure with
the MDEQ, and the MDEQ has approved portions of the closure plan related to re-contouring, re-vegetation, drainage and heap dewatering,
and heap closure, but discussions concerning long-term water handling continue.



The Kendall
permit area covers approximately 1,040 acres of which approximately 448 acres are disturbed.  As of December 31, 2011, a total
of 370 acres or approximately 83 percent of the disturbed mining area has been reclaimed. Contouring and placement of top soil
on all disturbed areas, with the exception of the leach pad areas was substantially completed by end of 2008. CR Kendall has
approximately $2.3 million on deposit in an interest bearing account with the MDEQ for reclamation at Kendall.



In February 2002, the MDEQ issued a decision
that a comprehensive EIS is needed to study final closure approval at Kendall. The MDEQ has never completed this EIS. In 2006,
CR Kendall was given approval to commence leach pad capping operations and a bentonite enhanced basal layer has now been placed
on all leach pads.  In 2011, Atna received permission from MDEQ to place the final topsoil cover on the leach pads, and this
work is anticipated to be completed during the 2012 field season. Atna’s estimate of the cost to achieve mine closure could
be impacted by the outcome of an agency decision following completion of a final EIS study. The Company expects to deposit an additional
$0.2 million with the MDEQ in 2012 as a special purpose bond in connection with the late-2011 approval of the final leach pad capping
plan.



As reclamation objectives at Kendall are
achieved, parcels of land are being made available for purchase to the general public. In 2011, Kendall completed sales of 304.8
acres of reclaimed land in three parcels. This is in addition to 58.4 acres which were donated to the Montana Council of the Boy
Scouts of America in late 2010. Kendall retains the water rights associated with the sold parcels as well as right of access to
conduct environmental monitoring and additional reclamation, if required.



Regulatory
agencies must give final approval to all closure measures and be satisfied that the mine has met all reclamation requirements. 
There is no assurance of agency satisfaction with mine closure. Kendall uses internal and external technical and legal experts
to monitor and ensure environmental compliance. Atna believes the operation is currently in material compliance with all environmental
and safety regulations.



| | ITEM 4A. | UNRESOLVED STAFF COMMENTS
| | -------- | -------------------------



Not applicable.



| | ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
| | ------- | --------------------------------------------



The following discussion of the results
of operations of the Company for the last two years should be read in conjunction with the consolidated financial statements of
the Company included in Item 18 - Financial Statements.



39





| | A. | Operating Results
| | -- | -----------------



The Company’s expenditures were financed
primarily by operations in 2011, proceeds from the sale of investments and assets, debt financings, and equity financings. The
Company successfully restarted Briggs in 2009 and began recognizing positive operating cash flows in the fourth quarter of 2010
based on Briggs revenues. Briggs gold production is currently the Company’s primary source of revenue. The Company is presently
developing the Pinson underground mine, which is expected to enter the commercial production phase in late 2012. The Company has
substantially completed the first phase of developing Reward as another source of gold production and revenue. The long-term success
of the Company depends on the Company continuing to place into production its portfolio of advanced stage exploration/development
properties or to discover or acquire additional advanced-stage properties with the potential to generate profit and cash flow.



The price
of gold is denominated in U.S. Dollars, and our current gold production operations and significant properties are located primarily
in the U.S. The Company borrowed C$20 million in 2011 pursuant to the Sprott Loan and this gives rise to foreign currency exposure.
The Company owns foreign mineral rights primarily in the form of royalties which may create foreign currency exposure in the future
when, and if, these foreign properties are placed into production. As of July 1, 2009, the Company changed its reporting currency
from Canadian Dollars to U.S. Dollars to better match the Company’s primary exposure to the U.S. Dollar. Most of the Company’s
current ongoing revenues, expenses, and assets are denominated in U.S. Dollars, and that is expected to continue in the foreseeable
future.



The global economy is currently experiencing
a period of high commodity prices and as a result the mining industry is attempting to increase production. This has caused significant
upward price pressures on the operating costs of mining companies especially in the area of skilled labor. The skilled labor needed
by the mining industry is in tight supply and its cost is increasing. Many competitors have lower costs and their mines are located
in better locations that may give them a competitive advantage in hiring and retaining qualified employees.



The cost of fuel to run machinery and generate
electricity is closely correlated to the price of oil. Over the past two years, the price of oil has risen significantly and has
increased the operating cost of mines dependent on fuel to run their business. Continued upward price pressures on operating costs
may cause lower operating cash flows and have an adverse impact on the Company’s results of operations. Diesel fuel costs
represented over 22 percent of the operating costs at Briggs in 2011. The Company periodically enters into forward purchase agreements
for diesel fuel in order to reduce price risk for a portion of its usage. The Company entered into purchase contracts for approximately
25 percent of Briggs’ diesel usage in 2011 at delivered prices below then current market prices.



Results
of Operations – Year Ended December 31, 2011 versus Year Ended December 31, 2010



Atna generated net income of $15.1 million
($0.14 per share) for 2011 compared to a net loss of $5.9 million (-$0.07 per share) for 2010. Significant elements of the $21.0million favorable variance in net income between the two years are presented below.



| | · | Revenues increased $21.2 million, or 69 percent, from $30.5 million in 2010 to $51.7 million in
2011, inclusive of incidental sales of silver. This increase in revenues was primarily attributable to the Company selling 32,371
ounces of gold in 2011, a 29 percent increase over the 2010 volume of 25,094 gold ounces, and an increase in the average price
per gold ounce sold to $1,588 in 2011 from $1,211 in 2010.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Cost of sales, exclusive of depreciation and amortization, increased $8.6 million, or 40 percent,
in 2011 compared to 2010. Briggs uses diesel fuel both for the generation of power and for mobile mining equipment. Diesel fuel
represented over 22 percent of operating costs in 2011 compared to 17 percent in 2010. Diesel fuel costs increased significantly
in 2011, which was partially mitigated by purchase contracts for approximately 25 percent of Briggs’ diesel usage at delivered
prices below then current market prices. 2011 costs were also adversely impacted by increased crusher and equipment maintenance
and cyanide costs. Labor costs were impacted in the fourth quarter of 2011 by adding and training new personnel in order to operate
24 hours per day, seven days per week. The new personnel were included in existing operating crews, but produced only limited benefit
to production during the training period. Labor costs were also impacted by a profit sharing plan which was initiated in 2011 for
Briggs employees, costing 4 percent of the site’s gross profit (revenue less cost of sales).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Depreciation expense increased $2.1 million, or 39 percent, in 2011 compared to 2010. Expansions
of the leach pad and gold recovery plant at Briggs were completed in 2011, but much of the increase followed from the use of the
units-of-production method of depreciation applied to an increased production volume. 33,018 ounces of gold were recovered from
the carbon circuit in 2011 relative to 25,784 ounces in 2010, a 28 percent increase. Estimated, recoverable, in-process gold inventory
increased by 2,083 ounces in 2011, an additional 8 percent increase relative to the 2010 production statistic.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

40







| | · | General and administrative expenses increased $0.8 million, or 23 percent, in 2011 compared to
2010. The increase was driven principally by (i) a Company-wide, share based compensation increase of $0.3 million, (ii) a combination
of special bonuses related to the Pinson acquisition, (iii) the creation of the position of chief operating officer (COO), (iv)
recruiting expenses for both a COO and a chief financial officer (CFO), and (v) increases in other executives’ compensation
to more closely align with competitive market conditions.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Exploration expenses decreased $0.5 million, or 43 percent, in 2011 compared to 2010 as activities
were focused within existing mine areas and $1.4 million of activity at Briggs was capitalized.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Interest expense decreased $0.7 million, or 27 percent, in 2011 compared to 2010 based largely
on a lower average liability balance, reflecting repayment of debentures and scheduled reductions in the Gold Bonds described below.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The realized loss on derivatives increased from $0.5 million in 2010 to $1.5 million in 2011 largely
reflecting the increased payments on the Gold Bonds as underlying gold prices increased.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The unrealized loss on derivatives decreased from $2.0 million in 2010 to $0.3 million in 2011
as previously recognized increases in the Gold Bond liabilities, driven by the market value of gold, were realized and as all other
derivatives were eliminated in the second half of 2010.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In 2011, the Company sold its interest in the Atlanta property in Nevada for $0.7 million in cash
largely leading to the recognized gain on asset disposal of $0.6 million.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | 2011 net income includes a $9.5 million deferred tax benefit recognized principally in expectation
of being able to use more of Atna’s past NOL’s in future years. This was partially offset by a $0.4 million current
tax liability for 2011, resulting in a net $9.1 million income tax benefit.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of December 31, 2011, cash and cash
equivalents were $10.0 million, an increase of $0.4 million from December 31, 2010. The primary elements of the net increase in
cash in 2011 are presented below.



| | · | $20.1 million was provided through new debt financing, principally the C$20 million loan from Sprott,
in 2011 compared to $8.4 million provided through the issuance of common shares in 2010.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $11.5 million was provided by operations, net of a $2.9 million increase in working capital, in
2011 compared to $4.7 million, inclusive of a $7.9 million increase in working capital, used by operations in 2010.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $0.9 million was provided through the sale of non-core properties and investments in 2011 compared
to $0.5 million in 2010.
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | $0.2 million was provided through the exercise of stock options and warrants in 2011 compared to
$0.1 million in 2010.
| | - | ----------------------------------------------------------------------------------------------------------------------

| | · | $15.0 million was used to pay for a portion of the purchase price of the 70 percent interest in
Pinson in 2011.
| | - | ---------------------------------------------------------------------------------------------------------------

| | · | $9.9 million was used to acquire capital equipment and for mine development, principally at Briggs,
in 2011 compared to $1.6 million in 2010.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| | · | $6.0 million was used for the repayment, in part or in whole, of notes, Gold Bonds, and capital
leases in 2011 compared to $5.1 million used for debt repayments in 2010.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $1.4 million was used to increase surety deposits and for capitalized interest, both principally
related to the development of Pinson, in 2011 compared to $1.0 million in 2010, which was principally related to Reward.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As noted, 2011 net income includes a $9.5
million deferred tax benefit recognized principally in expectation of being able to use more of Atna’s past U.S. NOL’s
based on expected results. A change of ownership under Section 382 of the Internal Revenue Code occurred due to the Atna/Canyon
merger in 2008.   As a result of the ownership change, the utilization of U.S. NOL’s existing at the merger date
is limited to approximately $1.0 million per annum.



The Company has budgeted to produce and
sell approximately 58,000 ounces of gold in 2012. This is dependent both on realizing the benefits of capital improvements and
labor additions in 2011 at Briggs and upon the start-up of the Pinson underground mine in 2012.



Results
of Operations – Year Ended December 31, 2010 versus Year Ended December 31, 2009



These results have been restated for changes
resulting from the adoption of IFRS. Please see the notes to the financial statements for descriptions of these changes.



41







For the year ended December 31, 2010, Atna
recorded net loss of $5.9 million, or a basic loss per share of $0.07, on revenues of $30.6 million. This compares to a net loss
of $5.8 million, or a basic loss per share of $0.07, on revenues of $8.7million for the year ended December 31, 2009. Details
of the $0.1million negative variance in the results between the years were as follow.



| | · | A positive variance of $8.2 million resulted from an increased margin on gold sales, revenue less
cost of sales, exclusive of depreciation expense. Gold sales increased from 8,931 ounces in 2009, a year in which Briggs commenced
production, to 25,094 ounces in 2010. The average selling price in 2009 was $968 per ounce, increasing to $1,211 in 2010. The cost
of sales, exclusive of depreciation, per unit sold changed little, decreasing from $863 per ounce in 2009 to $855 in 2010.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A negative variance of $4.2 followed from higher depreciation costs within cost of sales, in turn
principally related to 2010 being Briggs first full year of production after restarting in 2009.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A negative variance of $2.6 million in realized and unrealized losses on derivatives related to
the $318 per ounce increase in the gold price, partially offset by call option deliveries.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A negative variance of $2.2million in interest income and expense was due to lower cash
balances and higher average debt balances.
| | - | ----------------------------------------------------------------------------------------------------------------------------------

| | · | A positive variance of $0.5 million resulted from estimated reductions in provisions for site restoration.
| | - | ----------------------------------------------------------------------------------------------------------

| | · | A positive variance of $0.4 million resulted from lesser exploration activity.
| | - | ------------------------------------------------------------------------------

| | · | A negative variance of $0.2million in general and administrative expenses was due primarily
to legal fees in support of an insurance claim recovery.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A negative variance of $0.1 million in other income and gains and losses on the sale of assets
and investments.
| | - | ---------------------------------------------------------------------------------------------------------------



As of December 31, 2010, cash and cash
equivalents were $9.6 million a decrease of $3.5 million from December 31, 2009. The net decrease in cash in 2010 was due primarily
to the following:



| | · | $8.3 million was provided by equity offerings
| | - | ---------------------------------------------

| | · | $5.9 million was provided by net profit from gold sales
| | - | -------------------------------------------------------

| | · | $5.5 million was used to pay principal and interest for the Gold Bonds
| | - | ----------------------------------------------------------------------

| | · | $4.3 million was used to build additional gold inventory
| | - | --------------------------------------------------------

| | · | $3.1 million was used for corporate overhead
| | - | --------------------------------------------

| | · | $1.9 million was used to pay principal and interest for the capitalized leases and notes payable
| | - | ------------------------------------------------------------------------------------------------

| | · | $1.6 million was used for capital projects at Briggs
| | - | ----------------------------------------------------

| | · | $1.1 million was used for exploration
| | - | -------------------------------------

| | · | $1.0 million was used to increase restricted cash primarily for the Phase 1 Reward bond
| | - | ---------------------------------------------------------------------------------------

| | · | $0.6 million was provided by asset sales
| | - | ----------------------------------------

| | · | $0.2 million was provided by working capital changes
| | - | ----------------------------------------------------



| | B. | Liquidity and Capital Resources
| | -- | -------------------------------



Atna expects that cash requirements over
the next 12 months, including those for investments in mine development and servicing existing debt, can be met through a combination
of existing cash, selling short-term investments and cash flow from the Briggs and Pinson operations. Supplemental financing, if
required, may be generated from asset sales, new or extended lines of credit, or an equity issuance. The principal requirement
within the next 12 months is expected to be funding development of the Pinson underground mine at a cost of $18 to $22 million.
The requirement to repay the Sprott loan in 2012 has been deferred by an agreement signed February 2012 that extends the term of
the loan into 2013. Funding requirements may be significantly affected by the future price of gold, any unforeseen prolonged production
disruptions at Briggs, the working capital and mine development expenditures at Pinson prior to attainment of commercial production
and other events. Atna is considering additional sources of financing to address any potential contingent risk of having inadequate
capital to complete the Pinson underground development in 2012 and possibly to accelerate the development of Reward.



42







As of December 31, 2011, the Company had
net current liabilities less cash of $21.4 million, inclusive of $19.0 million that became a non-current liability subsequent to
yearend but that IFRS requires to still be reported as ‘current’ as of the date of the financial statements. In consideration
of subsequent events and for purposes of this discussion of liquidity, current liabilities less cash may be better regarded to
be $2.4 million as of yearend 2011. As of December 31, 2011, the Company had a recoverable gold inventory of approximately 15,500
ounces which had a gross market value of approximately $24.4 million based on the year-end gold price of $1,575 per ounce. Past
cash requirements were met through the use of a combination of operating cash flows, asset sales, and debt and equity financings.
In December 2010, the Company closed a $9.2 million equity offering. In September 2011, the Company acquired the remaining 70 percent
of Pinson for $15 million in cash, 15 million shares of common stock and other consideration. In the third quarter of 2011, the
Company arranged a C$20 million line of credit to finance the Pinson acquisition. In February of 2012, the term of this C$20 million
credit line was extended into 2013. Based on the Company’s current stock price, the Company expects that the exercise of
stock options (“Options”) and stock warrants (“Warrants”) may be a potential additional source of funds
in 2012.



With Briggs
as Atna’s only operating mine in 2011, cash provided by operating activities was $11.5 million, net of $2.9 million in increased
working capital. 32,400 ounces of gold were sold in 2011. Gold sales by Briggs in 2012 are expected torange from 40,000
to 47,000 ounces. Briggs’ cash cost of production per ounce in 2011 was $922 whereas Briggs’ cash cost per ounce is
expected to average between $825 and $875 in 2012 as benefits from the increased production schedule, higher targeted plant availability
and productivity gains from increased operator experience are realized.



While highly dependent on the development
schedule and subsequent to the mine development, Atna expects to produce 10,000 to 15,000 ounces of gold from the new underground
operations at Pinson in 2012. The cash cost per ounce during development and ramp-up will be relatively high and not indicative
of ongoing costs.



The only existing gold hedge as of December
31, 2011 is a forward gold sales contract embedded in the Gold Bonds. The Gold Bonds are serviced through quarterly payments essentially
equal to the market value of 814 ounces of gold, plus 10 percent interest on the declining principal balance. This gold sales commitment
represents less than seven percent of the expected gold production from Briggs through the bond’s term.



Financing Transactions



A roll forward of the Company’s common
shares outstanding during 2011 follows.





|                                 |  | Number of |            
|-------------------------------- |  | --------- | -----------
|                                 |  | Shares    |            
|Balance, beginning of the period |  |           | 99,002,468 
|Pinson acquisition               |  |           | 15,000,000 
|Conversions of notes payable     |  |           | 2,000,000  
|Sprott credit agreement          |  |           | 1,049,119  
|Warrant exercises                |  |           | 188,250    
|Option exercises                 |  |           | 134,806    
|                                 |  |           |            
|Balance, end of the period       |  |           | 117,374,643





Equity
Issuance: During 2011, the Company issued: Two million shares related to the exercise of $1.0 million of convertible debentures
at an exercise price of C$0.50 per share, 15 million shares related to the Pinson acquisition at a deemed price of C$.74 per share,
and 1,049,119 shares for fees related to the credit line from Sprott to finance the Pinson acquisition at a deemed price of C$.67
per share.



During 2010, the Company issued (i) issued
a total of 15.4 million common shares for gross proceeds of C$9.2 million and net proceeds of C$8.4 million in connection with
the closing of a short form prospectus financing (ii) a total of 8.7 million warrants with an exercise price of C$0.70 and a two
year term; (iii) 0.2 million common shares related to the exercise of 0.3 million stock options that resulted in net cash proceeds
to the Company of $0.1 million; and (iv) 0.1 million shares related to the conversion of C$0.1 million of debenture notes payable.



43







Debt Issuance: On August 31, 2011,
the Company closed the Sprott Loan, a C$20 million credit agreement to finance the Pinson acquisition and commence development.
As amended in February of 2012, repayments of principal are due as follows: C$2.5 million due February 28, 2013; C$2.5 million
due May 31, 2013, and C$15 million due August 31, 2013. Interest on unpaid principal balances accrues at an annual rate of nine
percent per annum compounded monthly. Atna paid a structuring fee of C$0.15 million and, as consideration for advancing the facility,
paid an arrangement fee of C$0.7 million. The arrangement fee was paid with the 1,049,119 common shares of Atna, noted in Equity
Issuanceabove, determined on the basis of a price per share equal to a 10 percent discount to the five-day volume-weighted
average trading price of the shares on the TSX immediately prior to the date the facility was advanced. Assets owned by Atna Resources
Ltd, Atna Resources Inc. (ARI), and Canyon, excluding interests in subsidiaries of CRC other than ARI, were pledged as security
against the Sprott Loan. The loan origination costs of C$1.015 million were capitalized and will
be amortized over the minimum contractual life of the Sprott Loan. The amortized loan fees are expected to be recapitalized as
mine development costs.



Notes
Payable: In September 2010, the Company extended C$1.3 million of convertible debentures for one year. On March 1, 2011, the
Company repaid $0.8 million in debentures due on that date. On March 10, 2011, the Company prepaid C$1.3 million of 12 percent
debentures of which C$1.0 million was converted into two million shares of common stock.



Gold Bonds Payable: On December
9, 2009, the Company closed a private placement of $14.5 million of Gold Bonds. The Gold Bonds will mature on December 31, 2013
and have an interest rate of 10 percent. The Gold Bonds are redeemed in equal quarterly installments equivalent to the market value
of approximately 814 ounces of gold per quarter based on a closing gold price approximately ten trading days prior to the end of
each quarter. The Gold Bond Financing limits the Company’s hedge position to 50 percent of the future estimated consolidated
gold production and requires the Company to provide a negative pledge to not create any further indebtedness at the Briggs Mine,
subject to certain permitted exceptions.



The Company recorded an initial discount
on the Gold Bonds of $1.8 million. The discount was comprised of $1.2 million of transaction costs associated with the Gold Bonds
and the $0.6 million initial fair value of the embedded derivative. The embedded derivative has been separated from the gold bond
principal and is the result of the gold bonds calling for the forward sale of 814 ounces of gold per quarter through December 31,
2013 at a price of $1,113. The fair value of the embedded derivative fluctuates with changes in the forward price of gold. The
initial fair value of the embedded derivative was discounted at the Company’s assumed borrowing rate of 12 percent.



Financial metrics related to the Gold Bonds
follow.





|                                         |  | As of December 31, 2011 |           |  | As of December 31, 2010 |  
|---------------------------------------- |  | ----------------------- | --------- |  | ----------------------- | -
|                                         |  |                         |           |  |                         |  
|Current gold bond derivative liaibility  |  | $                       | 1,459,000 |  |                         | $
|Long-term gold bond derivative liability |  |                         | 1,386,100 |  |                         |  
|Total gold bond derivative liability     |  | $                       | 2,845,100 |  |                         | $
|                                         |  |                         |           |  |                         |  
|Current gold bond liaibility             |  | $                       | 3,286,400 |  |                         | $
|Long-term gold bond liability            |  |                         | 3,494,800 |  |                         |  
|Total gold bond liability                |  | $                       | 6,781,200 |  |                         | $







|                                                |  | For the Year Ended December 31, 2011 |            |   | For the Year Ended December 31, 2010 |  
|----------------------------------------------- |  | ------------------------------------ | ---------- | - | ------------------------------------ | -
|                                                |  |                                      |            |   |                                      |  
|Realized gain (loss) on gold bond derivatives   |  | $                                    | (1,545,100 | ) |                                      | $
|Unrealized gain (loss) on gold bond derivatives |  | $                                    | (313,500   | ) |                                      | $
|Interest on gold bond liabilities               |  | $                                    | (951,600   | ) |                                      | $





Investing Transactions



Asset Sales: During 2011 and 2010,
the Company received $0.9 million and $0.5 million in cash for investments, property and mining equipment sold.



Capital
Expenditures: Cash expended for the acquisition of property and equipment in the year ended December 31, 2011 was $9.9 million.
These capital expenditures were principally for increased leach pad and process plant capacities at Briggs, improvements to and
overhauls of mining and crushing equipment at Briggs, development drilling at Briggs and Reward, and initial infrastructure development
at Reward and Pinson. The Company paid $15 million of cash as partial consideration for its acquisition of the 70 percent interest
in Pinson in September of 2011. Subsequent to the Pinson acquisition, $0.7 million of interest was capitalized related directly
to the financing of the acquisition and initial development of Pinson.



44











The principal capital expenditure anticipated
in 2012 is for the underground mine development at Pinson. Approximately $20 million has been budgeted principally for a secondary
access, primary and secondary mine development, ventilation, and other direct mine development. An
underground mining contractor has been mobilized to the Pinson site and work on driving the secondary access has commenced.The
mining contractor engaged is providing most of their own mining equipment, reducing Atna’s investment. The Company does not
anticipate having to invest in processing equipment as the Company has entered into agreements to either sell or process ore at
third party facilities. Atna has a non-exclusive Ore Milling and Gold Purchase Agreement to process, at its option, Pinson sulfide
ores at Barrick's Goldstrike processing facilities. In addition, Atna is negotiating an ore sales agreement to process oxide ore
at other nearby facilities. Net collateral anticipated to be required for the placement of reclamation bonds is included in the
budgeted cash requirement.



Sustaining capital expenditures for Briggs
are anticipated to be between $2.5 million and $3 million for 2012. Capital expenditures at Reward for development drilling and
power-related infrastructure development are being viewed as discretionary and will be taken up later in 2012 as funding permits;
possibly costing up to $2.5 million. Development drilling at Columbia is also being viewed as discretionary and may be taken up
later in 2012 as funding permits; possibly costing up to $2.0 million.



The capital
expenditures stated above are approved for expenditure by the Company on a case by case basis and may be modified over time based
on judgments as to potential benefits, project requirements and the availability of funds.



Outstanding Warrants



The following table summarizes warrants outstanding
as of December 31, 2011. Based on the Company’s current stock price, the Company expects that the exercise of stock warrants
may be a potential additional source of funds in 2012.





|                 |  |                |      | Underlying | 
|---------------- |  | -------------- | ---- | ---------- | 
|Expiration Date  |  | Exercise Price |      | Shares     | 
|                 |  |                |      |            | 
|December 2, 2012 |  | CAD$           | 0.70 |            | 
|                 |  |                |      |            | 
|                 |  |                |      |            | 











As of the reporting date, March 23, 2012;
3,112,187 of these warrants had been exercised leaving a balance of 5,373,724 warrants outstanding.



Surety Bonds



All surety bonds are subject to annual
review and adjustment. Additional permitting, extension of mine life, areas of mining activity and changes in the regulatory environment
affect surety requirements.



Briggs operates under permits granted by
various agencies including the BLM, Inyo County, California, the California Department of Conservation, and the Lahontan Regional
Water Quality Control Board. The Company has posted cash and reclamation bonds with these agencies in the amount of $4.4 million
of which $4.2 million are reclamation bonds supported by a surety. Restricted cash held as collateral by the surety amounts to
$1.7 million.



The total bonding requirement for Reward
was determined to be $5.9 million. In July 2010, the Company posted with the State of Nevada an initial bond backed by surety of
$0.9 million to cover development activities that include the installation of fencing, site road improvements, in-fill drilling,
water wells and related pipelines, other earthwork and installation of power lines and facilities. The Company placed $0.8 million
into a collateral account related to the surety bond. The remaining $5.0 million in bonding is not expected to be required until
mine development is continued in 2013.



45







The total bonding requirement for Pinson
is roughly $1.9 million of which Atna has already replaced one bond of $0.6 million. The remainder of the bonds, approximately
$1.3 million, is expected to be placed in 2012 when the authorities have completed a review of the requirement.



The Company
has on deposit with the MDEQ of $2.3 million in an interest bearing account for reclamation at the Kendall Mine. The Company expects
to deposit an additional $0.2 million with the MDEQ in 2012 as a special purpose bond in connection with the late-2011 approval
of the final leach pad capping plan. The Company expects to spend approximately $0.6 million in 2012 to complete the capping.



| | C. | Research and Development, Patents and Licenses, etc.
| | -- | ----------------------------------------------------



Not applicable.



| | D. | Trend Information
| | -- | -----------------



|                        |  | 2011 |            |  | 2010 |   |            | Percent Increase (Decrease) | 
|----------------------- |  | ---- | ---------- |  | ---- | - | ---------- | --------------------------- | 
|Revenues                |  | $    | 51,755,400 |  |      | $ | 30,606,900 |                             | 
|Operating income(loss)  |  | $    | 9,047,400  |  |      | $ | (679,500   | )                           | 
|Net income(loss)        |  | $    | 15,084,400 |  |      | $ | (5,891,900 | )                           | 
|Tons mined              |  |      | 12,535,600 |  |      |   | 10,213,500 |                             | 
|Gold ounces mined       |  |      | 43,500     |  |      |   | 38,000     |                             | 
|Gold ounces produced    |  |      | 32,500     |  |      |   | 25,000     |                             | 
|Gold ounces sold        |  |      | 32,400     |  |      |   | 25,200     |                             | 
|Cash cost of production |  | $    | 922        |  |      | $ | 828        |                             | 
|Gold price realized     |  | $    | 1,588      |  |      | $ | 1211       |                             | 



Briggs was the Company’s only operating
mine in 2010 and 2011. Briggs reopened in 2009 and had a full year of production in 2010. Briggs continued to increase production
in 2011 through further mine development and production stripping, crusher circuit improvements, and a leach-pad expansion. The
Company benefited from increasing gold prices, but was negatively impacted by increasing costs of fuel, consumables, equipment,
and maintenance parts and by a shortage of skilled mining labor. Briggs gold production was 32,500 ounces in 2011 and is expected
to range between 40,000 and 47,000 ounces in 2012 as the mine realizes benefits from an added shift of labor and from crusher and
other capital improvements completed in 2011. The Pinson underground mine is expected to commence commercial production in the
fourth quarter of 2012 and is expected to produce 10,000 to15,000 ounces of gold in 2012.



The Company’s financial success is
dependent upon Briggs generating sufficient levels of cash flow to support debt service, corporate overhead, and the development
of Pinson during 2012. The long-term success of the Company depends on the Company continuing to place into production its portfolio
of advanced stage exploration and development properties or to discover or acquire additional advanced-stage properties with the
potential to generate profit and cash flow. The Company will be ordering long lead-time equipment for Reward in 2012 and expects
to begin the second stage of development for Reward in earnest in 2013. The Company also anticipates commencing the permitting
process for Columbia in 2012. The market value of the Company’s assets is largely dependent upon factors beyond the Company’s
control such as precious metal prices, availability of financing at reasonable terms and many other factors.



The cost for diesel fuel continues to fluctuate
with the market price of oil. Diesel fuel is and will continue to be a significant operating and reclamation expense. The Company
expects continued high fuel costs, increased hiring costs, and the cost of retaining qualified mining personnel to have an impact
on continuing operations in the future.



| | E. | Off-Balance Sheet Arrangements
| | -- | ------------------------------



As of December 31, 2011, the Company had
no outstanding off-balance sheet arrangements.



46







| | F. | Tabular Disclosure of Contractual Obligations
| | -- | ---------------------------------------------



The Company’s
material contractual obligations as of December 31, 2011:





|                             |  |       |            |  | Payments due by Period |  
|---------------------------- |  | ----- | ---------- |  | ---------------------- | -
|                             |  |       |            |  | Less than              |  
|                             |  | Total |            |  | 1-year                 |  
|Long term debt obligations   |  | $     | 29,345,200 |  |                        | $
|Finance lease obligations    |  |       | 2,477,300  |  |                        |  
|Operating lease obligations  |  |       | 416,700    |  |                        |  
|Asset retirement obligations |  |       | 8,377,900  |  |                        |  
|                             |  |       |            |  |                        |  
|Total                        |  | $     | 40,617,100 |  |                        | $













Based on subsequent events, specifically
the extension of the Sprott loan, now due in three increments in 2013; this table includes the reclassification of $19.7 million
from the ‘Less than 1-year’ column to the ‘1-3 years’ column.





| | ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
| | ------- | ------------------------------------------



| | A. | Directors and Senior Management
| | -- | -------------------------------



Names, state or province of residence,
offices and principal occupations of the members of the board of directors of the Company (the “Board”) and senior
executives of the Company are as follows:





|Name and Municipality of Residence                      |  | Office held with the Company                    |  | Director or Officer since |  | Other Principal Directorships                                                                                                                                                                                                                                    |  | Principal Occupation                                                            
|------------------------------------------------------- |  | ----------------------------------------------- |  | ------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|David H. Watkins
        British Columbia, Canada       |  | Chairman                                        |  | March 2000                |  | Euro Resources, Paris Bourse (Euronext)
        Golden Minerals Company
        Prodigy Gold Inc.,
        Commander Resources Ltd.,
        Bearing Resources Ltd.
        Camino Minerals Corp.
        Rio Novo Gold Inc.
        Landdrill International Inc |  | None                                                                            
|Glen D. Dickson(1,2,3)
        British Columbia, Canada |  | Director                                        |  | December 2002             |  | Gold-Ore Resources Ltd.;  Brazilian Gold Corp. and  Venerable Ventures Ltd.                                                                                                                                                                                      |  | Chairman and CEO of Gold-Ore Resources Ltd.                                     
|David K. Fagin(1,2,3)Colorado, United States            |  | Director                                        |  | March 2008                |  | Pacific Rim Mining Ltd.                                                                                                                                                                                                                                          |  | Investor                                                                        
|Christopher E. Herald(1,2,3)
Colorado, United States    |  | Director                                        |  | August 2009               |  | Solitario Exploration and Royalty Corp., Denver Gold Group                                                                                                                                                                                                       |  | President and Chief Executive Officer of Solitario Exploration and Royalty Corp.
|Ronald D. Parker(1,2,3)Missouri, United States          |  | Director                                        |  | March 2008                |  | None                                                                                                                                                                                                                                                             |  | Chief Executive Officer of Gammill Inc.                                         
|Paul H. Zink(1,2,3)
Colorado, United States             |  | Director                                        |  | April 2011                |  | Rare Element Resources Ltd.                                                                                                                                                                                                                                      |  | President, Eurasian Capital                                                     
|James K. B. Hesketh
        Colorado, United States     |  | President, Chief Executive Officer and Director |  | September 2001            |  | None                                                                                                                                                                                                                                                             |  | None                                                                            
|                                                        |  |                                                 |  |                           |  |                                                                                                                                                                                                                                                                  |  |                                                                                 





47









|Name and Municipality 
of Residence               |  | Office held with 
the Company               |  | Director or 
Officer since       |  | Other Principal 
Directorships |  | Principal 
Occupation
|------------------------------------------------- |  | ------------------------------------------- |  | -------------------------------- |  | ------------------------------ |  | ---------------------
|William R. Stanley
        Arizona, United States |  | Vice President – Exploration                |  | January 2004                     |  | None                           |  | None                 
|Rodney D. Gloss 
Colorado, United States          |  | Vice President and Chief  Financial Officer |  | October 2011                     |  | None                           |  | None                 
|Douglas R. Stewart 
Colorado, United States       |  | Vice President and Chief Operating Officer  |  | August 2011                      |  | None                           |  | None                 
|David P. Suleski
        Colorado, United States  |  | Vice-President and Chief Financial Officer  |  | March 2008- Resigned August 2011 |  | None                           |  | None                 







(1) Member of the Audit Committee.

(2) Member
of the Executive Compensation and Corporate Governance Committee.

(3) Member
of the Nomination Committee



Each director shall, unless he resigns
or his office becomes vacant for any reason, hold office until the close of the next annual meeting of shareholders or until his
successor is elected or appointed.



There are no family relationships between
any of the directors and officers of Atna.



There are no arrangements or understandings
with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director
or member of senior management.



The business experience, functions and
areas of experience of each director and officer, including activities performed outside the Company, are as follows:



David H. Watkins, 67, was
appointed Executive Chairman in January 2009 and stepped down as Executive Chairman becoming Chairman on July 1, 2010. Mr. Watkins
has over 40 years experience in exploration, development, and mining operations. During the early part of his career, he served
as exploration geologist for Newmont and Noranda. He later joined Falconbridge Copper Ltd. as an Exploration Geologist and rose
to Chief Geologist responsible for exploration in Quebec and mine operations at Lake Dufault and Opemiska. Mr. Watkins was appointed
Vice President, Exploration in 1986 and later became President of Minnova Inc., the successor company to Falconbridge Copper. Mr.
Watkins served as President of Cyprus Exploration and Development Corporation and Senior Vice President, Exploration for Cyprus
Amax Minerals Company for six years prior to joining Atna in 1999. Mr. Watkins served as President and CEO of Atna from 1999 to
2008.



Glen D. Dickson, 62,has been a Director of the Company since 2002. Mr. Dickson obtained his B.Sc. (Advanced) degree in Geology in 1974 and has been
involved in mineral exploration continuously since then with a variety of Canadian major and junior exploration companies.Mr.
Dickson served as Senior Geologist with Asamera Minerals Inc. from 1987 to 1992, and later served as President and Chief Executive
Officer of Cumberland Resources Ltd from 1993 through 2002. Mr. Dickson is currently the Chief Executive Officer of Gold-Ore Resources
Ltd.



David K. Fagin, 73,
was appointed a Director of the Company on March 18, 2008. Mr. Fagin was a former Director of Canyon. From 1992 to 1996, he served
as Chairman and CEO of Golden Star Resources Ltd. and then as non-executive Chairman for an additional two years. From 1997 to
2000, he served as Chairman and CEO of Western Exploration and Development Ltd., and later as consultant and Corporate Director.
Mr. Fagin has served as President and Director of Homestake Mining Company, Rosario Resources Corporation, and as Vice President
of AMAX Inc. He is currently Director of Pacific Rim Mining Ltd.



48







Christopher E. Herald, 58,
joined the Board in August 2009. He has over 30 years of experience in the mining industry and has been President and CEO and a
Director of Solitario Exploration and Royalty Corporation since 1992. Mr. Herald also serves as Chairman of the Denver Gold Group,
a non-profit mining industry association recognized for organizing the preeminent North American, European and Asian gold precious
metal forums for institutional investors. He was instrumental in discovering the 1.5 million ounce high-grade Buckhorn Mountain
Gold deposit for Crown Resources and its subsequent sale to Kinross Gold for approximately $240 million in 2006. Chris was also
responsible for the initial exploration successes of the 1.5 million ounce Kettle River open pit and underground deposits. During
his career, he has held various positions in Anaconda Minerals, Echo Bay Mines and Crown Resources.



Ronald D. Parker, 61, was
appointed a director of the Company on March 18, 2008. Mr. Parker was a former Director of Canyon. He joined the Board through
the Canyon Merger. Mr. Parker currently serves as President and CEO of Gammill Inc, a manufacturing company. From 1998 to 2002,
he served as President and CEO of Apollo Gold Inc. Mr. Parker has held several positions with Homestake Mining Company and its
subsidiaries including Vice President of Homestake Mining Company, President of Homestake Canada, Inc., President of Prime Resources
Group, Inc. and General Manager of the McLaughlin Mine.



Paul H. Zink, 56joined the
Company's board in April, 2011. He has been President of Eurasian Capital, the royalty and merchant banking division of Eurasian
Minerals Inc., since July, 2010. He has more than 30 years of experience in the financial and extractive industries. He began his
career in the metals and mining industry with a 17-year tenure at J.P. Morgan & Co., Inc., where he performed merger and acquisition
analysis, banking and project finance advisory work for European mining companies, and sell-side equity research on U.S. mining
stocks. His extractive industry experience includes managing Pegasus Gold, Inc.'s acquisition efforts and serving as Chief Financial
Officer for Koch Mineral Services, a unit of Koch Industries Inc. From 2008-2010, Mr. Zink served as President and Director of
International Royalty Corporation ("IRC") and was a key member of the senior management team that negotiated IRC's successful
sale to Royal Gold, Inc. in February, 2010.



James K. B. Hesketh, 54,
became President and Chief Executive Officer in January 2009. Mr. Hesketh has a diverse career in the mining industry, with over
30 years in positions covering mining finance, corporate business development, mine operations, mine engineering and consulting
with companies including NM Rothschild & Sons (Denver) Inc., Cyprus Amax Minerals Company, Pincock, Allen & Holt, Inc.,
and Dresser Industries. Prior to Mr. Hesketh's current role, he was President and CEO of Canyon and served as a Director of Atna.



William R. Stanley, 56,
was appointedVice President of Exploration in 2004.  Mr. Stanley has over 35 years experience as a mineral exploration
geologist.  While the vast majority of Mr. Stanley’s exploration experience is in the western United States, he has
also developed and led international exploration efforts in Mexico, Chile, and New Zealand. Mr. Stanley holds a Bachelor of
Science degree in Geology, from Central Washington University, and a Master of Business Administration from Arizona State University.
Prior to joining Atna, Mr. Stanley was an independent mining consultant providing services to both major and junior exploration
firms. He has held positions with Cyprus Amax as the U.S. Exploration Manager, and Homestake Mining Company as Senior Exploration
Geologist where he was responsible for several gold deposit discoveries, two of which were placed into production.



Rodney D. Gloss, 55 joined
Atna in October of 2011 as Vice President and Chief Financial Officer. Mr. Gloss has an extensive background in the global mining
and manufacturing sectors with experience in managing all aspects of accounting and finance. He is an experienced and proven leader
with the analytical and financial know-how to reduce costs and grow enterprises in a profitable manner. Mr.Gloss has served as
Corporate Controller for Alacer Gold; VP, Chief Accounting Officer, and Corporate Controller for Intrepid Potash; and CFO, VP,
Controller, and Director of Treasury for Timminco Ltd. Mr. Gloss holds an MBA in Finance and Marketing from the University of California,
Los Angeles and a BS in Mathematics from Northern Arizona University. He is a CPA in the State of California.



Douglas E. Stewart, 60, joined
Atna in August of 2011 as Vice President and Chief Operating Officer. He previously spent 14 years as Vice President of Project
Development with Gold Reserve Corporation. He focused on the development of their Brisas project in Venezuela. He was responsible
for overseeing feasibility studies, environmental and social assessments, engineering and construction work and off take agreements
with smelter companies. Prior to his position with Gold Reserve, Mr. Stewart was employed by Pegasus Gold Inc. as General Manager
of the Florida Canyon Mine in Nevada and as General Manager and Mine Manager at the Montana Tunnels Mine in Montana. Mr. Stewart
has over 37 years experience in the mining industry that includes various management positions with FMC Corporation, Getty Oil
Minerals Division, Consolidation Coal Company and AMAX Coal Company. Mr. Stewart has a Bachelor of Science degree in Mining Engineering
from South Dakota School of Mines and Technology. In addition, he is a Registered Professional Engineer in Colorado.



49







| | (B) | Compensation
| | --- | ------------



|Name and principal position                                                           |  | Year |      |  | Fee or Salary ($) |  |         | Option-based awards ($) (1) |  |  | Non-equity incentive plan compensation Annual incentive plans ($) (1) |  |  | Total compensation ($) |        
|------------------------------------------------------------------------------------- |  | ---- | ---- |  | ----------------- |  | ------- | --------------------------- |  |  | --------------------------------------------------------------------- |  |  | ---------------------- | -------
|Glen D. Dickson – Director                                                            |  |      | 2011 |  |                   |  | 27,200  |                             |  |  | 45,952                                                                |  |  |                        | nil    
|David K. Fagin – Director                                                             |  |      | 2011 |  |                   |  | 30,000  |                             |  |  | 45,952                                                                |  |  |                        | nil    
|Ronald D. Parker – Director                                                           |  |      | 2011 |  |                   |  | 24,500  |                             |  |  | 45,952                                                                |  |  |                        | nil    
|Christopher E. Herald – Director                                                      |  |      | 2011 |  |                   |  | 24,000  |                             |  |  | 45,952                                                                |  |  |                        | nil    
|Paul H. Zink – Director                                                               |  |      | 2011 |  |                   |  | 18,500  |                             |  |  | 80,418                                                                |  |  |                        | nil    
|David H. Watkins – Chairman of the Board                                              |  |      | 2011 |  |                   |  | 28,683  |                             |  |  | 45,952                                                                |  |  |                        | nil    
|James K. B. Hesketh – Director, President, Chief Executive Officer                    |  |      | 2011 |  |                   |  | 266,108 |                             |  |  | 153,174                                                               |  |  |                        | 150,000
|Rodney D. Gloss – Vice President and Chief Financial Officer – started October 2011   |  |      | 2011 |  |                   |  | 45,000  |                             |  |  | 77,197                                                                |  |  |                        | 10,000 
|Douglas E. Stewart – Vice President and Chief Operating Officer – started August 2011 |  |      | 2011 |  |                   |  | 75,769  |                             |  |  | 90,770                                                                |  |  |                        | 15,000 
|William R. Stanley  – Vice President, Exploration                                     |  |      | 2011 |  |                   |  | 165,929 |                             |  |  | 91,904                                                                |  |  |                        | 80,000 
|David P. Suleski – Vice President, Chief Financial Officer –resigned August 2011      |  |      | 2011 |  |                   |  | 94,172  |                             |  |  | nil                                                                   |  |  |                        | nil    







| | (1) | Dollar amounts provided for option-based awards reflect fair value on the date of grant. Both option-based
awards and dollar amounts for annual incentive plans are determined as discussed in the Compensation Discussion and Analysis below.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The foregoing table and accompanying notes
set forth all compensation paid by the Company to its directors and senior management for the positions held during 2011.



No part of this compensation was paid pursuant
to a profit sharing plan. There were no amounts set aside for a pension, retirement or similar benefits plans for any director
or officer.



50







Termination of Employment, Change
in Responsibilities and Employment Contracts



The following summarizes the employment
agreements (the “Employment Agreements”) of Mr. Hesketh, Mr. Stewart, Mr. Gloss and Mr. Stanley (“Executives”).
The Employment Agreements will terminate annually on December 31, unless sooner terminated in accordance with the provisions of
the Employment Agreements, and may be renewed for periods of one year at a time thereafter. If Atna terminates the employment of
the employee without cause, or the employee terminates employment for good reason (as defined in the Employment Agreements), then
the employee will be entitled to: (i) accrued compensation including a pro rata bonus as defined in the agreement, (ii) a severance
payment equal to one month of the employee’s annual salary for each year of service up to a maximum of twelve months; or
if the termination by the Company without cause or by the Executive for good reason occurs upon or within ninety days after a Change
of Control, as defined in the Employment Agreements, then the severance payment shall be equal to twenty four months of the Executive’s
annual salary, (iii) the Executive is eligible to receive COBRA continuation coverage paid by the Company for a period of up to
twelve months, and (iv) subject to the terms of the Employment Agreements, all equity awards shall vest. Atna is also obligated
to pay a tax gross-up payment to cover certain excise tax imposed by Section 4999 of the Code which may be incurred in connection
with a severance payment.



The Employment Agreements contain a covenant
not to compete with the Company during the term of employment and for a period of one year following termination of employment,
including recruitment of any employee away from Atna.



Salary payments related to the above Employment
Agreements are based on the current salary at the time of the event. The pro rata bonus payment is based on the average payments
received from the previous two years. The option-based payment is based on the fair value of options received in the previous year.
Assuming that an event triggered a contractual payment at the end of 2011, the following estimated maximum payments would be required
assuming a half year bonus payment.



|Executive Name and Title                                       |  | Maximum Employment Contract Payments |        
|-------------------------------------------------------------- |  | ------------------------------------ | -------
|James K.B. Hesketh, President and Chief Executive Officer      |  | $                                    | 817,300
|Douglas E. Stewart, Vice President and Chief Operating Officer |  | $                                    | 521,400
|Rodney D. Gloss, Vice President and Chief Financial Officer    |  | $                                    | 459,000
|William R. Stanley, Vice President of Exploration              |  | $                                    | 534,800



| | (C) | Board Practices
| | --- | ---------------



Election of Directors



Directors of the Company are elected at
the annual general meeting to hold office until the next general meeting or until that person ceases to be a Director before then.



Description
of Board Committees



The Board has established two full-time
committees, an audit committee (the “Audit Committee”), and an executive compensation and corporate governance committee
(the “ECCGC”). These committees are comprised entirely of independent non-related directors. The Board has adopted
a charter with respect to its Audit and Executive Compensation and Corporate Governance, Committees and a Code of Ethics for Officers,
as more fully set forth below.



Audit Committee Charter



Purpose



The committee serves as the representative
of the Board for the general oversight of the Company’s affairs relating to:



51







| | · | the internal controls and management information systems of the Company;
| | - | ------------------------------------------------------------------------

| | · | the quality and integrity of the Company’s consolidated financial statements;
| | - | -----------------------------------------------------------------------------

| | · | the Company’s compliance with legal and regulatory requirements;
| | - | ----------------------------------------------------------------

| | · | the auditor’s qualifications and independence; and
| | - | --------------------------------------------------

| | · | the performance of the Company’s internal audit function and auditors.
| | - | ----------------------------------------------------------------------



Through its activities, the committee facilitates
open communication among directors, auditors and management by meeting in private sessions regularly with these parties.



The committee also provides
oversight regarding significant financial matters, including borrowing, currency exposure, dividends, share issuance and repurchases,
and the financial aspects of the Company’s benefit plans.



Audit Committee Membership



The Audit Committee shall consist of at
least three directors. Each member of the Audit Committee shall meet the listing standards relating to independence of the Toronto
Stock Exchange (the “TSX”) and all other applicable regulatory authorities. Under the Sarbanes-Oxley Act, at least
one member of the Committee must be a “financial expert,” whose qualifications include financial literacy, independence
and accounting or related financial expertise. The Audit Committee shall report to the Board. A majority of the members of the
committee shall constitute a quorum. The following members of the Audit Committee shall be appointed and replaced by the Board.



Mr. Fagin (Chairman)

Mr. Parker

Mr. Dickson

Mr. Herald

Mr. Zink



Meetings and Procedures



The Audit Committee shall convene at least
four times a year.



It shall endeavor to
determine that auditing procedures and controls are adequate to safeguard Company assets and to assess compliance with Company
policies and legal requirements.

Responsibilities



The Audit Committee shall:



| | 1. | Have the sole authority to select, compensate, oversee, evaluate and, where appropriate, replace
the auditor.
| | -- | -------------------------------------------------------------------------------------------------------------

| | 2. | Annually review the management arrangements for the Company.
| | -- | ------------------------------------------------------------

| | 3. | Annually review and approve the proposed scope of each fiscal year’s internal and outside
audit at the beginning of each new fiscal year.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Review and approve any audit and non-audit services and fees to be provided by the Company’s
auditor.
| | -- | -----------------------------------------------------------------------------------------------------

| | 5. | At or shortly after the end of each fiscal year, review with the auditor and management, the audited
consolidated financial statements and related opinion and costs of the audit of that year.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | Review funding and investment policies, implementation of funding policies and investment performance
of the Company’s benefit plans.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------

| | 7. | Provide any recommendations, certifications and reports that may be required by the Exchange or
applicable regulatory authorities including the report of the Audit Committee that must be included in the Company’s annual
proxy statement.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | Review and discuss the annual audited consolidated financial statements and quarterly consolidated
financial statements with management and the auditor.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | 
| |  | 



| | 9. | Have the authority to engage independent counsel and
other advisers as it determines necessary to carry out its duties. The Company shall provide for appropriate funding, as determined
by the Audit Committee, in 	its capacity as a committee of the Board, for payment of compensation to any advisers employed
by the Audit committee and to the auditor employed by the Company for the purpose of rendering or issuing an audit report.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









52









| | 10. | Discuss with management and the auditor the Company’s policies with respect to risk assessment
and risk management.
| | --- | -------------------------------------------------------------------------------------------------------------------

| | 11. | Meet separately, periodically, with management and the auditor.
| | --- | ---------------------------------------------------------------

| | 12. | In consultation with the auditor and management, review the integrity of the Company’s financial
reporting process.
| | --- | -------------------------------------------------------------------------------------------------------------------

| | 13. | Review periodically the effect of regulatory and accounting initiatives, as well as off-balance
sheet structures, on the consolidated financial statements of the Company.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 14. | Review with the auditor:
| | --- | ------------------------

(a) any audit problems or other
difficulties encountered by the auditor in the course of the audit process, including any restrictions on the scope of the auditor’s
activities or on access to requested information, and any significant disagreements with management; and

(b) management’s
responses to such matters.

| | 15. | Review and discuss with the auditor the responsibility, budget and staffing of the Company’s
internal audit function.
| | --- | ---------------------------------------------------------------------------------------------------------------------

| | 16. | Report regularly to the Board. Such report to the Board may take the form of an oral report by
the Chairman or any other member of the Audit Committee designated by the Audit Committee to make such report.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 17. | Perform a review and evaluation, at least annually, of the performance of the Audit committee.
In addition, the Audit Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the
Board any improvements to this Charter that the Audit Committee considers necessary or valuable. The Audit Committee shall conduct
such evaluations and reviews in such manner as it deems appropriate.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Executive Compensation and Corporate
Governance Committee Charter



Purpose



The Executive Compensation and Corporate
Governance Committee is appointed by the Board and among other duties is to discharge the Board’s responsibilities relating
to compensation of the Company’s executives. The Executive Compensation Committee has overall responsibility for approving
and evaluation the executive compensation plans, policies and programs of the Company. The Executive Compensation Committee is
also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement,
in accordance with applicable rules and regulations.



Executive Compensation Committee Membership



The Executive Compensation Committee must
consist of no fewer than three members, each of whom shall be a director of the Company. Each member of the Executive Compensation
Committee must meet the listing standards relating to independence of the TSX and all other applicable regulatory authorities.
The Executive Compensation Committee shall report to the Board. A majority of the members of the Executive Compensation Committee
constitutes a quorum. The Board appoints the members of the Executive Compensation Committee and each member serves at the will
and pleasure of the Board.



The members of the Executive Compensation
Committee are Mr. Glen Dickson, who serves as Chairman, Mr. Ron Parker, Mr. Christopher Herald and Mr. Paul Zink. The Board has
determined that each member of the Executive Compensation Committee is independent pursuant to the rules and regulations of the
TSX.



Committee Authority and Responsibilities



| | 1. | The Executive Compensation Committee annually reviews and approves corporate goals and objectives
relevant to compensation, evaluate management’s performance in light of those goals and objectives, and determine management’s
compensation levels based on this evaluation. In determining the long-term incentive component of management compensation, the
Executive Compensation Committee considers the Company’s performance and relative shareholder return, the value of similar
incentive awards to management at comparable companies, the awards given to management in past years, and other factors it deems
appropriate.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





53









| | 2. | The Executive Compensation Committee has the sole authority to retain and terminate any compensation
consultant to be used to assist in the evaluation of management compensation and shall have sole authority to approve the consultant’s
fees and other retention terms, all at the Company’s expense.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | The Executive Compensation Committee annually reviews and determines the compensation of management,
including incentive-compensation plans and equity-based plans.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The Executive Compensation Committee annually reviews and approves, for management of the Company:
| | -- | --------------------------------------------------------------------------------------------------



| | (a) | the annual base salary level;
| | --- | -----------------------------

| | (b) | the annual incentive opportunity level;
| | --- | ---------------------------------------

| | (c) | the long-term incentive opportunity level;
| | --- | ------------------------------------------

| | (d) | the terms of any employment agreements, severance arrangements, and change in control agreements/provisions,
in each case as, when and if appropriate; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | any special or supplemental benefits.
| | --- | -------------------------------------



| | 5. | The terms of any employment agreements or contracts, including those for new hire, temporary employees
or consultants, are reviewed and approved by the Executive Compensation Committee.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | The Executive Compensation Committee may form and delegate authority to subcommittees, when appropriate.
| | -- | --------------------------------------------------------------------------------------------------------



| | 7. | The Executive Compensation Committee makes regular reports to the Board.
| | -- | ------------------------------------------------------------------------



| | 8. | The Executive Compensation Committee reviews and reassess the adequacy of this Charter annually
and recommends any proposed changes to the Board for approval. The Executive Compensation Committee annually evaluates its own
performance.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | The Executive Compensation Committee, and each member of the Executive Compensation Committee in
his or her capacity as such, is entitled to rely, in good faith, on information, opinions, reports or statements, or other information
prepared or presented to them by:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | officers and other employees of the Company, whom such member believes to be reliable and competent
in the matters presented; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

| | (b) | counsel, public accountants or other persons as to matters, which the member believes to be within
the professional competence of such person.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | D. | Employees
| | -- | ---------



As of December 31, 2011, the Company had
approximately 148 full-time and part-time employees. The following table provides information on the activity and geographical
location of the Company’s employees and contractors:



|Activity               |  | Geographical Location |  | Number of Employees |  | Average Number of Contractors
|---------------------- |  | --------------------- |  | ------------------- |  | -----------------------------
|Corporate headquarters |  | Colorado USA          |  | 11                  |  | 1                            
|Briggs                 |  | California USA        |  | 129                 |  | 10                           
|Reward                 |  | Nevada USA            |  | 2                   |  | -                            
|Pinson                 |  | Nevada USA            |  | 2                   |  | 9                            
|Kendall                |  | Montana USA           |  | 4                   |  | -                            





54









| | E. | Share Ownership
| | -- | ---------------



The following table sets forth the share
ownership of those persons listed in subsection 6.B above and includes details of all options to purchase common shares of the
Company held by such persons at March 23, 2012:



|Name                  |  | # of Common(3)Shares Held |           |  | Number of Stock Options |  |         | Exercise Price Canadian Dollars$ |  |  | Expiry Date
|--------------------- |  | ------------------------- | --------- |  | ----------------------- |  | ------- | -------------------------------- |  |  | -----------
|Glen D. Dickson       |  |                           | 238,000   |  |                         |  | 150,000 | (1)                              |  |  | 0.45       
|                      |  |                           |           |  |                         |  | 120,000 | (1)                              |  |  | 0.71       
|                      |  |                           |           |  |                         |  | 120,000 | (2)                              |  |  | 0.60       
|                      |  |                           |           |  |                         |  | 150,000 | (2)                              |  |  | 0.90       
|David K. Fagin        |  |                           | 38,536    |  |                         |  | 150,000 | (1)                              |  |  | 0.45       
|                      |  |                           |           |  |                         |  | 120,000 | (1)                              |  |  | 0.71       
|                      |  |                           |           |  |                         |  | 120,000 | (2)                              |  |  | 0.60       
|                      |  |                           |           |  |                         |  | 150,000 | (2)                              |  |  | 0.90       
|Ronald D. Parker      |  |                           | 26,496    |  |                         |  | 150,000 | (1)                              |  |  | 0.45       
|                      |  |                           |           |  |                         |  | 120,000 | (1)                              |  |  | 0.71       
|                      |  |                           |           |  |                         |  | 120,000 | (2)                              |  |  | 0.60       
|                      |  |                           |           |  |                         |  | 150,000 | (2)                              |  |  | 0.90       
|Christopher E. Herald |  |                           | nil       |  |                         |  | 100,000 | (1)                              |  |  | 0.71       
|                      |  |                           |           |  |                         |  | 120,000 | (1)                              |  |  | 0.71       
|                      |  |                           |           |  |                         |  | 120,000 | (2)                              |  |  | 0.60       
|                      |  |                           |           |  |                         |  | 150,000 | (2)                              |  |  | 0.90       
|Paul H. Zink          |  |                           | nil       |  |                         |  | 150,000 | (2)                              |  |  | 0.52       
|                      |  |                           |           |  |                         |  | 150,000 | (2)                              |  |  | 0.90       
|David H. Watkins      |  |                           | 1,174,880 |  |                         |  | 400,000 | (1)                              |  |  | 0.45       
|                      |  |                           |           |  |                         |  | 120,000 | (1)                              |  |  | 0.71       
|                      |  |                           |           |  |                         |  | 120,000 | (2)                              |  |  | 0.60       
|                      |  |                           |           |  |                         |  | 150,000 | (2)                              |  |  | 0.90       
|James K.B. Hesketh    |  |                           | 305,870   |  |                         |  | 200,000 | (1)                              |  |  | 0.45       
|                      |  |                           |           |  |                         |  | 400,000 | (1)                              |  |  | 0.71       
|                      |  |                           |           |  |                         |  | 400,000 | (2)                              |  |  | 0.60       
|                      |  |                           |           |  |                         |  | 500,000 | (2)                              |  |  | 0.90       
|Rodney D. Gloss       |  |                           | nil       |  |                         |  | 200,000 | (2)                              |  |  | 0.75       
|                      |  |                           |           |  |                         |  | 75,000  | (2)                              |  |  | 0.90       
|Douglas E. Stewart    |  |                           | nil       |  |                         |  | 200,000 | (2)                              |  |  | 0.72       
|                      |  |                           |           |  |                         |  | 110,000 | (2)                              |  |  | 0.90       
|William R. Stanley    |  |                           | 285,000   |  |                         |  | 200,000 | (1)                              |  |  | 0.45       
|                      |  |                           |           |  |                         |  | 200,000 | (1)                              |  |  | 0.71       
|                      |  |                           |           |  |                         |  | 200,000 | (2)                              |  |  | 0.60       
|                      |  |                           |           |  |                         |  | 300,000 | (2)                              |  |  | 0.90       



| | (1) | This option grant is fully vested.
| | --- | ----------------------------------

| | (2) | These option grants vest 1/3 on the grant date and 1/3 each year over the next two anniversary
dates.
| | --- | -----------------------------------------------------------------------------------------------------

| | (3) | At March 23, 2012, persons listed in item 6B above independently owned less than one percent of
the Company’s shares outstanding and collectively own 1.7 percent of the shares outstanding.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



55







Incentive Stock Options Plan



In 2007, the Company adopted an incentive
stock option plan pursuant to the policies of the TSX with the approval of the Company’s shareholders, which plan was amended
in 2009 (as amended the “Option Plan”). A copy of the Option Plan is available upon request from the Corporate Secretary
of the Company, 14142 Denver West Parkway - Suite 250, Golden, Colorado, 80401. Key provisions of the Option Plan include:



| | · | persons who are eligible to receive options pursuant to the Option Plan are directors, officers
and employees of the Company and its subsidiaries and others providing management or consulting services to the Company or an entity
controlled by the Company;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a restriction that the maximum number of common shares issuable pursuant to options granted under
the Option Plan will be a number equal to 10 percent of the issued and outstanding common shares on a non-diluted basis at any
time;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a restriction that no more than 10 percent of the total number of issued and outstanding common
shares on a non-diluted basis may be issuable to insiders of the Company pursuant to options granted to insiders under the Option
Plan;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a restriction that no more than 10 percent of the total number of issued and outstanding common
shares on a non-diluted basis are issued to insiders of the Company within any one-year period pursuant to options granted to insiders
under the Option Plan;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the option price per common share is to be determined by the Board provided that such exercise
price is not less than the market price on the date of grant of such options or such other minimum price as may be required by
the TSX and the options may be priced in Canadian or U.S. Dollars as determined by the Board at the time the option is granted;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the market price is defined as the average of the daily high and low board lot trading prices of
the common shares of the Company for three trading days immediately preceding the time the option is granted;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the vesting period of all options are determined by the Board;
| | - | --------------------------------------------------------------



| | · | options may be exercisable for a period of up to a maximum term of five years, subject to a blackout
period allowance, such period to be determined by the Board, and the options are non-transferable;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | options held by individuals who are terminated without cause are subject to an accelerated expiry
term for those options which requires that options held by those individuals expire on the earlier of: (a) the original expiry
term of such options; (b) 30 days after the Optionee ceases active employment with the Company; or (c) 30 days after the date of
delivery of written notice of retirement, resignation or termination;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | options held by an individual who ceases to be employed by the Company for cause or is removed
from office or becomes disqualified from being a director will terminate immediately;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | options held by an individual who ceases to be employed by the Company due to death, disability
or retirement in accordance with the Company’s retirement policy will terminate on the earlier of: (a) 365 days after the
date of death, disability or retirement; and (b) the original expiry term of such options;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | options which expire unexercised or are otherwise cancelled will be returned to the Option Plan
and may be made available for future option grant pursuant to the provisions of the Option Plan;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | optionees may, rather than exercise their options, elect to terminate such option, in whole or
in part, and receive the number of common shares, which have a value equivalent to the number of options terminated multiplied
by the difference between the fair value of a common share and the option price of the options terminated;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





56











| | · | the Board may, without shareholder
approval,from time to time, subject to applicable law and the prior approval, if required, of the TSX or any other applicable
regulatory body: (i) suspend, terminate, ordiscontinue the Option Plan, and (ii) amend or revise the terms
of any option without the consent of the optionee, provided that such amendment does not adversely alter or impair the- option
(except as permitted under the adjustment provisions of the Option Plan), including amendments of a typographical, grammatical,
clerical or administrative nature, to the vesting provisions of the Option Plan or any option, to change the termination provisions
of any option that does not entail an extension beyond the original expiration date of the option and to change the eligible participants
under the Option Plan; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | options issued to eligible U.S. Participants (as defined in the Option Plan) may qualify as an
“incentive stock option” pursuant to Section 422 of the Code.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



The rules of the TSX provide that a listed
issuer having in place an evergreen plan such as the Option Plan must obtain shareholder approval within three years after the
institution of the plan and every three years thereafter in order to continue to grant awards under it. The Company’s shareholders
last approved the renewal of the Option Plan on June 7, 2010.



Maximum Shares Available



The maximum number of common shares of
Atna that may be issuable under the Option Plan is a number equal to 10 percent of the number of issued and outstanding common
shares of Atna on a non-diluted basis at any time. As of March 23, 2012, the maximum number of common shares issuable under the
Option Plan was 12,154,284. As of March 23, 2012, approximately 8,572,835 million common shares were issuable upon the exercise
of outstanding options issued under the Option Plan leaving 3,581,449 common shares reserved for future issuance of the Option
Plan.



Maximum Shares Available to Insiders



To ensure that insiders of Atna have the
opportunity to vote on certain approvals listed in Section 613(a) of the TSX Company Manual, the Option Plan restricts the
maximum number of common shares of Atna that under the Option Plan are issued, or that may be issuable, to insiders (as defined
under applicable securities law). Under the Option Plan, no more than 10 percent of the total number of issued and outstanding
common shares on a non-diluted basis may be: (i) issuable to insiders of Atna pursuant to options granted to insiders under
the Option Plan; or (ii) issued to insiders of Atna within any one year period pursuant to options granted to insiders under
the Option Plan, in both cases together with all of Atna’s previously established and outstanding or proposed share compensation
arrangements.



Share Appreciation Rights



The Option Plan introduces the concept
of share appreciation rights. Under the share appreciation rights, upon exercise, optionees have the right to receive a certain
number of common shares calculated pursuant to the difference between the fair value of a common share and the option exercise
price.



Amending Provisions



The amending provisions in the Option Plan
provide that the Board may, from time to time, subject to the Option Plan, applicable law and the prior approval, if required,
of the TSX or any other regulatory body having authority, or of the shareholders of Atna, suspend, terminate, discontinue or amend
the Option Plan. The Board may not amend the Option Plan without the approval of the shareholders of Atna and the TSX with respect
to the following; (a) altering the maximum number of shares available under the Option Plan; (b) amending the terms of
an option granted to an insider of Atna; (c) extending the expiration term from a blackout period allowance; (d) making
a change to the class of eligible participants which would have the potential of broadening or increasing participation by insiders;
(e) adding any form of financial assistance; or (f) adding a deferred or restricted share unit or any other provision
which results in an eligible participant receiving common shares while no cash consideration is received by Atna.



57







Exchange Controls



Atna is a Province of British Columbia,
Canadian corporation. There is no law or governmental decree or regulation in Canada that restricts the export or import of capital,
or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding
tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however no such remittances
are likely in the foreseeable future.



There is no limitation imposed by the laws
of Canada or by the charter or other constituent documents of Atna on the right of a non-resident to hold or vote its common shares,
other than as provided in the Investment Canada Act (Canada) (the “Investment Act”). The following discussion summarizes
the material features of the Investment Act for a non-resident who proposes to acquire a controlling number of Atna’s common
shares. It is general only, it is not a substitute for independent advice from an investor’s own advisor, and it does not
anticipate statutory or regulatory amendments. Atna does not believe the Investment Act will have any effect on it or on its non-Canadian
shareholders due to a number of factors including the nature of its operations and Atna’s relatively small capitalization.



The Investment Act generally prohibits
implementation of a “reviewable” investment by an individual, government or agency thereof, corporation, partnership,
trust or joint venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act (i.e.
a “non-Canadian”), unless after review the Director of Investments appointed by the minister responsible for the Investment
Act is satisfied that the investment is likely to be of net benefit to Canada. The size and nature of a proposed transaction may
give rise to an obligation to notify the Director to seek an advance ruling. An investment in Atna’s common shares by a non-Canadian
(other than a “WTO Investor” as that term is defined in the Investment Act and which term includes entities which are
nationals of or are controlled by nationals of member states of the World Trade Organization) when Atna was not controlled by a
WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of Atna and the value of
the assets of Atna, as determined in accordance with the regulations promulgated under the Investment Act, was over a certain figure,
or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada’s cultural
heritage or national identity, regardless of the value of the assets of Atna. An investment in the common shares by a WTO Investor,
or by a non-Canadian when Atna was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment
to acquire control of Atna and the value of the assets of Atna, as determined in accordance with the regulations promulgated under
the Investment Act, was not less than a specified amount, which currently exceeds approximately C$250 million. A non-Canadian would
acquire control of Atna for the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares. The
acquisition of less than a majority but one-third or more of the common shares would be presumed to be an acquisition of control
of Atna unless it could be established that, on the acquisition, Atna was not controlled in fact by the acquirer through the ownership
of the common shares.



The foregoing assumes Atna will not engage
in the production of uranium or own an interest in a producing uranium property in Canada, or provide any financial service or
transportation service, as the rules governing those businesses are different.



Certain transactions relating to the common
shares of Atna would be exempt from the Investment Act, including:



| | (a) | an acquisition of the common shares by a person in the ordinary course of that person’s business
as a trade or dealer in securities,
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (b) | an acquisition of control of Atna in connection with the realization of security granted for a
loan or other financial assistance and not for a purpose related to the provisions of the Investment Act, and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | an acquisition of control of Atna by reason of an amalgamation, merger, consolidation or corporate
reorganization following which the ultimate direct or indirect control in fact of Atna, through the ownership of the common shares,
remain unchanged.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Quantitative and Qualitative Disclosures of Market Risk



Refer to the discussion of
quantitative and qualitative disclosures of market risk in Item 11.



58







| | ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| | ------- | -------------------------------------------------





| | A. | Major Shareholders
| | -- | ------------------



To the knowledge of the Company, and based
upon the Company’s review of current public filings, as at March 23, 2012, only the following shareholders beneficially owned,
directly or indirectly, or exercised control or direction over more than five percent of the voting rights attached to the common
shares of the Company:



|Name                             |  | Number of Shares |            |  | Percentage of Outstanding Shares |            
|-------------------------------- |  | ---------------- | ---------- |  | -------------------------------- | -----------
|Hedgehog Capital                 |  |                  | 13,200,000 |  |                                  | 8.8 percent
|Sheldon Inwentash and Associates |  |                  | 11,400,000 |  |                                  | 9.4 percent



The above-named shareholder did not possess
voting rights different from those of other Company shareholders. Hedgehog Capital and Sheldon Inwentash and Associates acquired
the common shares of the Company in the public market.



Anglo Pacific Group plc beneficially owned
approximately 11.9 percent and 17 percent of the Company’s common shares as of December 31, 2010 and 2009. During 2011, Anglo
liquidated their holdings of Atna in the open market and as of November 9, 2011, was no longer a shareholder of Atna.



Lloyd L. Miller, III beneficially owned
approximately 11.6 percent and six percent of the Company’s common shares as of December 31, 2010 and 2009. During 2011,
Miller liquidated his holdings of Atna in the open market. To the Company’s knowledge, Lloyd Miller is no longer a shareholder.



Sprott Asset Management beneficially owned
approximately six percent of the Company’s common shares as of December 31, 2009, and less than a five percent interest as
of the reporting dates in 2010 and 2011.



To the knowledge of the Company and based
on current public filings as well as information provided by the Company’s transfer agent, the tabled below is the distribution
of the shareholders of the Company at January 31, 2012:



|Country         |  | Total Holders |       |  | Holders  percent |  |       | Total Holdings |  |  | Holdings  percent | 
|--------------- |  | ------------- | ----- |  | ---------------- |  | ----- | -------------- |  |  | ----------------- | 
|Canada          |  |               | 2,273 |  |                  |  | 28.91 |                |  |  | 64,391,490        | 
|USA             |  |               | 5,480 |  |                  |  | 69.69 |                |  |  | 44,223,123        | 
|Other Countries |  |               | 110   |  |                  |  | 1.4   |                |  |  | 8,862,530         | 



The Company is not directly or indirectly
owned or controlled by another corporation, by any foreign government, or by any other natural or legal person severally or jointly.
The Company knows of no arrangements, the operation of which may at a subsequent date result in a change in control of the Company.



| | B. | Related Party Transactions
| | -- | --------------------------



During 2011 and 2010, the Company had no
related party transactons



Indebtedness to Company of Directors,
Executive Officers and Senior Officers



No directors or senior officers of the
Company are indebted to the Company or have been financially indebted to the Company since the beginning of the last full fiscal
year of the Company.



| | C. | Interests of Experts and Counsel
| | -- | --------------------------------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

59







Ehrhardt Keefe Steiner & Hottman PC,
auditors of the Company, has advised the Company that it is independent within the Rules of Professional Conduct of the Institute
of Chartered Accountants of British Columbia and within the meaning of applicable securities laws of Canada.



NeitherEhrhardt
Keefe Steiner & Hottman PC, or any director, officer, employee, or partner, as applicable, thereof
is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate
or affiliate of the Company.



| | ITEM 8. | FINANCIAL INFORMATION
| | ------- | ---------------------



| | A. | Consolidated Financial Statements and Other Financial Information
| | -- | -----------------------------------------------------------------



Attached hereto as Exhibit 15.1 (i) to
(vi) are the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2011, 2010 and 2009.
The consolidated financial statements are accompanied by auditors' reports and related notes. See “Item 18. Financial Statements.”



Legal Proceedings



As of March 23, 2012, there are no legal
or arbitration proceedings, which may have, or have had in the recent past, significant effects on the Company’s financial
position or profitability.



Dividend Distributions



The Company is permitted to pay dividends
under its governing documents. The Company has no current plans to pay any dividends.



| | B. | Significant Changes
| | -- | -------------------



Changes in Accounting Policies



Change in reporting currency:Effective July 1, 2009, the Company changed its reporting currency from the Canadian Dollars to the U.S. Dollar. The Company
believes that U.S. Dollar reporting provides better information regarding the Company’s results of operations and related
business activities. U.S. Dollar reporting is expected to improve investors’ ability to compare the Company’s financial
results with other publicly traded companies in the mining industry whose primary assets are located in the United States. Prior
to July 1, 2009, the Company reported its annual and quarterly consolidated balance sheets and the related consolidated statements
of operations and cash flows in Canadian Dollars. In making this change in reporting currency, the Company followed the guidance
of the Emerging Issues Committee (“EIC”) of the Canadian Institute of Chartered Accountants (“CICA”), as
described in EIC-130, Translation Method when the Reporting Currency Differs from the Measurement Currency or there is a Change
in the Reporting Currency.The subsequent adoption of IFRS did not affect the financial statements presentation.



Based on EIC-130, the consolidated financial
statements for all years and periods presented were translated into the new reporting currency using the current rate method. Under
this method, the consolidated statement of operations and consolidated cash flow statement items for each year and period were
translated into the reporting currency using the average exchange rates prevailing during each reporting period. All assets and
liabilities were translated using the exchange rate prevailing at the consolidated balance sheet dates. Shareholders’ equity
transactions since January 1, 2007 were translated using the rates of exchange in effect as of the dates of the various capital
transactions, whereas shareholders’ equity balances on January 1, 2007 were translated at the exchange rate on that date.
All resulting exchange differences arising from the translation are included as a separate component of other comprehensive income.
All comparative financial information has been restated to reflect the Company’s results as if they had been historically
reported in U.S. Dollars.



60







International Financial Reporting
Standards:The Canadian Accounting Standards Board (“AcSB”) confirmed in February
2008 that IFRS will replace Canadian GAAP for public enterprises for financial periods beginning on and after January 1, 2011.The Company adopted IFRS effective January 1, 2011. The financial statements attached to this Annual Report on Form 20-F
are the Company’s first annual consolidated financial statements prepared under IFRS and have been prepared in accordance
with IFRS 1, “First Time Adoption of International Financial Reporting Standards”. The Company’s opening IFRS
balance sheet is as of January 1, 2010 (the “Transition Date”). Financial results for 2009 and 2010 have been restated
in accordance with IFRS. The conversion to IFRS has resulted in differences in recognition, measurement,
and disclosure of balances and transactions in the financial statements. An explanation of how the transition from Canadian GAAP
to IFRS has affected the Company’s financial position, financial performance and cash flows is set out in the notes to the
financial statements.



In preparing
its opening IFRS balance sheet at January 1, 2010, the Transition Date, the Company has adjusted amounts reported previously under
Canadian GAAP. Under IFRS 1, standards are applied retrospectively at the Transition Date with all adjustments to assets and liabilities
taken to retained earnings unless certain exemptions are applied.IFRS 1 provides for exemptions and elections that help
to facilitate the transition to IFRS. The Company has chosen to apply the following optional exemptions.



Business combinations: The Company
elected the business combinations exemption to not apply IFRS 3 retrospectively to past business combinations. Accordingly the
Company has not restated past business combinations that took place prior to the Transition Date.



Fair value or revaluation as deemed
cost: The Company elected not to re-measure any of its PP&E at fair value or revalue amounts at deemed cost previously
determined under Canadian GAAP as of the Transition Date.



Cumulative translation adjustments:The Company elected to zero out the ending balance in the accumulated translation account as of the Transition Date and
record the balance in retained earnings.



Recent Accounting Pronouncements



Following are the recently issued accounting
standards relevant to our Company and business that may impact the Company in the future. It includes standards that have been
recently adopted or ones that have been issued and not yet adopted.



IFRS 9 – Financial Instruments
– On November 12, 2009, the IASB issued IFRS 9 Financial Instruments as the first step in its project to replace IAS
39 Financial Instruments: Recognition and Measurement.IFRS 9 retains but simplifies the mixed measurement model and establishes
two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification is made at
the time the financial asset is initially recognized, namely when the entity becomes a party to the contractual provisions of the
instrument.



IFRS 9 amends some of the requirements
of IFRS 7 Financial Instruments: Disclosuresincluding added disclosures about investments in equity instruments measured
at fair value in other comprehensive income, and guidance on financial liabilities and de-recognition of financial instruments.
IFRS 9 must be applied starting January 1, 2013 with early adoption permitted. The Company is currently determining the impact
of adopting IFRS 9.



IFRS 10 – Consolidated Financial
Statements –On May 12, 2011, the IASB issued IFRS 10 Consolidated Financial Statements,which supersedes SIC-12
Consolidation – Special Purpose Entities.IFRS 10 establishes principles for the presentation and preparation of consolidated
financial statements when an entity controls one or more other entities. It requires a parent entity to present consolidated financial
statements, define the principle of control to identify whether it must consolidate an investee, and set out the accounting requirements
for the preparation of consolidated financial statements. IFRS 10 must be applied starting January 1, 2013, with early adoption
permitted. The Company is currently determining the impact of adopting IFRS 10.



IFRS 11 – Joint Arrangements– On May 12, 2011, the IASB issued IFRS 11 Joint Arrangements,which supersedes SIC-12 Jointly Controlled
Entities – Non-Monetary Contributions by Venturers.The core principle of IFRS 11 is that a party to a joint arrangement
determines the type of joint arrangement by assessing its rights and obligations and accounts for those rights and obligations,
rather than accounting for the legal form of the arrangement. IFRS 11 must be applied starting January 1, 2013, with early adoption
permitted. The Company is currently determining the impact of adopting IFRS 11.



61







IFRS 12 – Disclosure of Interests
in Other Entities –On May 12, 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities.IFRS 12
requires a parent company to disclose information that enables users of financial statements to evaluate the nature of, and risks
associated with, its interests in other entities and the effects of those interests on its financial position, financial performance
and cash flows. IFRS 12 must be applied starting January 1, 2013, with early adoption permitted. The Company is currently determining
the impact of adopting IFRS 12.



IFRS 13 – Fair Value Measurement
–On May 12, 2011, the IASB issued IFRS 13 Fair Value Measurement.IFRS 13 defines fair value, sets out a single
IFRS framework for measuring fair value, and requires disclosures about fair value measurements, based on a fair value hierarchy.
IFRS 13 must be applied starting January 1, 2013, with early adoption permitted. The Company is currently determining the impact
of adopting IFRS 13.





IFRIC 20 – Stripping Costs in
the Production Phase of a Surface Mine –In October 2011, the IASB issued IFRIC 20 Stripping Costs in the Production
Phase of a Surface Mine.IFRIC 20 provides guidance on the accounting for the costs of stripping activity in the production
phase of surface mining when two benefits accrue to the entity from the stripping activity: usable ore that can be used to produce
inventory and improved access to further quantities of material that will be mined in future periods. The Company adopted IFRIC
20 Stripping Costs in the Production Phase of a Surface Mineon the Company’s opening IFRS balance sheet date of January
1, 2010.





| | ITEM 9. | THE OFFER AND LISTING
| | ------- | ---------------------



| | A. | Offer and Listing Details
| | -- | -------------------------



The high and low closing prices in Canadian
Dollars for the Company’s common stock on the TSX:ATN, expressed in Canadian dollars and on the OTCBB:ATNAF, in U. S. Dollars,
are set forth below.



For the five most recent full financial years:
the annual high and low market prices:



|     |  |  | TSX      |      |  | OTCBB   | 
|---- |  |  | -------- | ---- |  | ------- | 
|     |  |  | High - $ |      |  | Low - $ | 
|     |  |  |          |      |  |         | 
|2007 |  |  |          | 1.93 |  |         | 
|2008 |  |  |          | 1.75 |  |         | 
|2009 |  |  |          | 0.94 |  |         | 
|2010 |  |  |          | 0.75 |  |         | 
|2011 |  |  |          | 1.02 |  |         | 



For the two most recent full financial
years and any subsequent period: the high and low market prices for each full financial quarter follow:



|                               |  | TSX      |      |  | OTCBB   | 
|------------------------------ |  | -------- | ---- |  | ------- | 
|                               |  | High - $ |      |  | Low - $ | 
|Fiscal 2010                    |  |          |      |  |         | 
|First Quarter, ended 03/31/10  |  |          | 0.75 |  |         | 
|Second Quarter, ended 06/30/10 |  |          | 0.61 |  |         | 
|Third Quarter, ended 09/30/10  |  |          | 0.61 |  |         | 
|Fourth Quarter, ended 12/31/10 |  |          | 0.70 |  |         | 
|                               |  |          |      |  |         | 
|Fiscal 2011                    |  |          |      |  |         | 
|First Quarter, ended 03/31/11  |  |          | 0.70 |  |         | 
|Second Quarter, ended 06/30/11 |  |          | 0.67 |  |         | 
|Third Quarter, ended 09/30/11  |  |          | 0.96 |  |         | 
|Fourth Quarter, ended 12/31/11 |  |          | 1.02 |  |         | 
|                               |  |          |      |  |         | 
|Fiscal 2012                    |  |          |      |  |         | 
|Period ended 03/23/11          |  |          | 1.49 |  |         | 





62







For the most recent six months: the high
and low market prices and the average daily trading volumes for each month:



|                 |  | TSX      |      |  | OTCBB   | 
|---------------- |  | -------- | ---- |  | ------- | 
|                 |  | High - $ |      |  | Low - $ | 
|                 |  |          |      |  |         | 
|March 1-23, 2012 |  |          | 1.49 |  |         | 
|February-12      |  |          | 1.49 |  |         | 
|January-12       |  |          | 1.12 |  |         | 
|December-11      |  |          | 0.96 |  |         | 
|November-11      |  |          | 0.98 |  |         | 
|October-11       |  |          | 0.83 |  |         | 
|September-11     |  |          | 0.95 |  |         | 



| | B. | Plan of Distribution
| | -- | --------------------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



| | C. | Markets
| | -- | -------



The Company’s common shares have
been listed and traded in Canada on the TSX under the symbol “ATN” since March 14, 1996. The Company is also traded
on the OTC Bulletin Board in the U.S. under the symbol “ATNAF”.



| | D. | Selling Shareholders
| | -- | --------------------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



| | E. | Dilution
| | -- | --------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



| | F. | Expenses of the Issue
| | -- | ---------------------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.





| | ITEM 10. | ADDITIONAL INFORMATION
| | -------- | ----------------------



| | A. | Share Capital
| | -- | -------------



This Form 20-F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



| | B. | Memorandum and Articles of Association
| | -- | --------------------------------------



The information required by this Item
10.B is contained in the Company's registration statements on Form 20-FR filed under the Exchange Act with
the SEC on June 23, 1997 and on Form F-4/A (File No. 333-147973) filed under the Securities Act with the SEC on January 17, 2008,
including any amendments or reports filed for the purpose of updating such description.



63







| | C. | Material Contracts
| | -- | ------------------



The acquisition of the 70 percent interest
in Pinson in September of 2011 and the related C$20 million financing with Sprott in August of 2011 are considered the only material
contracts entered, other than contracts entered in the ordinary course of business, during the two years immediately preceding
the date of this report.





In April 2009, Atna entered into a Mining
Venture Agreement (the “MVA”) for Pinson with Pinson Mining Company ("PMC"), a subsidiary of Barrick Gold
Corporation, superseding a prior Exploration and Development Agreement. Under the MVA, Atna owned a 30 percent equity interest
in the joint venture and PMC owned 70 percent. The joint venture spent over $50 million on drilling and development work at Pinson
from 2004 through 2011. In September 2011, Atna completed an Asset Purchase and Sale Agreement (“APSA”) with PMC
to acquire PMC’s 70 percent interest in the Pinson. The MVA was terminated by the APSA.



Upon closing of the APSA, Atna became the
owner of four square miles of land containing the historic Pinson Mine and the related mineral resources. PMC became sole owner
of 21 square miles of land and claims surrounding the four sections of land. As part of this transaction Atna also signed a non-exclusive
Ore Milling and Gold Purchase Agreement with an affiliate of PMC allowing Atna, at its option, to process Pinson sulfide ores at
Barrick's Goldstrike processing facilities. PMC retained a 10 percent, net profits royalty on production after the first 120,000
ounces of gold are sold. Exclusive of the qualitative value of this processing agreement and future royalty payments to PMC, Atna
paid $27.9 million for the 70 percent interest in Pinson inclusive of: $15.0 million in cash, 15 million common shares of Atna,
$1.5 million in assumed reclamation obligations, and the net exchange of land.



On August 31, 2011, the Company closed
a C$20 million Credit Agreement with Sprott to finance the Pinson acquisition and commence development. As amended in February
of 2012, repayments of principal are due as follows: February 28, 2013, C$2.5 million; May 31, 2013, C$2.5 million, and August
31, 2013, C$15 million. Interest on unpaid principal balances accrues at annual rate of nine percent per annum compounded monthly.
Atna paid a structuring fee of C$150,000 and, as consideration for advancing the facility, paid an arrangement fee of C$0.7 million.
The arrangement fee was paid with common shares of Atna determined on the basis of a price per share equal to a 10 percent discount
to the five-day volume-weighted average trading price of the shares on the Toronto Stock Exchange immediately prior to the date
the facility was advanced. Assets owned by Atna Resources Ltd, Atna Resources Inc. (ARI), and Canyon Resources Corp. (CRC), excluding
interests in subsidiaries of CRC other than ARI, were pledged as security against the note. The loan origination costs of C$1.015
million were capitalized and will be amortized over the minimum contractual life of the loan facility. The amortized loan fees
are expected to be recapitalized as mine development costs.



| | D. | Exchange Controls
| | -- | -----------------



Canada has no system of exchange controls.
There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.
There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other
payments to non-resident holders of the Company's securities, except as discussed in Item 10. E., “Taxation” below.



| | E. | Taxation
| | -- | --------



U.S. Federal Income Tax Consequences



The following is a summary of the anticipated
material U.S. federal income tax consequences to a U.S. Holder (as defined below) arising from and relating to the acquisition,
ownership, and disposition of Common Shares.



This summary is for general information
purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that
may apply to a U.S. Holder as a result of the acquisition, ownership, and disposition of Common Shares.  In addition, this
summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S.
federal income tax consequences of the acquisition, ownership, and disposition of Common Shares. Accordingly, this summary
is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. Each
U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal income, U.S. state
and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.



64







Scope of this Summary



Authorities



This summary
is based on the Code, Treasury Regulations (whether final, temporary, or proposed), published rulings of the Internal Revenue Service
(the “IRS”), published administrative positions of the IRS, the Convention Between Canada and the United States of
America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”),
and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report.Any
of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change
could be applied on a retroactive basis. This summary does not discuss the potential effects, whether
adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.



U.S. Holders



For purposes of this summary, a “U.S.
Holder” is a beneficial owner of Common Shares that, for U.S. federal income tax purposes, is (a) an individual who
is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal
income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District
of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of
such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income
tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or
more U.S. persons have the authority to control all substantial decisions of such trust.



Non-U.S. Holders



For purposes of this summary, a “non-U.S.
Holder” is a beneficial owner of Common Shares other than a U.S. Holder. This summary does not address the U.S. federal
income tax consequences of the acquisition, ownership, and disposition of Common Shares to non-U.S. Holders. Accordingly, a non-U.S.
Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal income, U.S. state and
local, and foreign tax consequences (including the potential application of and operation of any income tax treaties) of the acquisition,
ownership, and disposition of Common Shares.



U.S. Holders Subject to Special U.S.
Federal Income Tax Rules Not Addressed



This summary
does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to U.S.
Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) U.S. Holders
that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;
(b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment
companies; (c) U.S. Holders that are dealers in securities or currencies or U.S. Holders that are traders in securities that
elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than
the U.S. Dollar; (e)U.S. Holders that are liable for the alternative minimum tax under the Code; (f) U.S. Holders
that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement
involving more than one position; (g) U.S. Holders that acquired Common Shares in connection with the exercise of employee
stock options or otherwise as compensation for services; (h) U.S. Holders that hold Common Shares other than as a capital
asset within the meaning of Section 1221 of the Code; or (i) U.S. Holders that own (directly, indirectly, or constructively)
10 percent or more, by voting power or value, of the outstanding shares of the Company. U.S. Holders
that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their
own financial advisor, legal counsel or accountant regarding the U.S. federal income, U.S. state and local, and foreign tax consequences
of the acquisition, ownership, and disposition of Common Shares.



65







If an entity that is classified as a partnership
(or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences
to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through”
entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such
partners (or owners). Partners of entities that are classified as partnerships (or owners of “pass-through” entities)
for U.S. federal income tax purposes should consult their own financial advisor, legal counsel or accountant regarding the U.S.
federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.



Tax Consequences Other than U.S. Federal
Income Tax Consequences Not Addressed



This summary does not address the U.S.
state and local, U.S. federal estate and gift, or foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition
of Common Shares. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. state
and local, U.S. federal estate and gift, and foreign tax consequences of the acquisition, ownership, and disposition of Common
Shares.



U.S. Federal Income Tax Consequences
of the Acquisition, Ownership, and Disposition of Common Shares



Distributions on Common Shares



General Taxation of Distributions



A U.S. Holder that receives a distribution,
including a constructive distribution, with respect to the Common Shares will be required to include the amount of such distribution
in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of
the current or accumulated “earnings and profits” of the Company. To the extent that a distribution exceeds the
current and accumulated “earnings and profits” of the Company, such distribution will be treated (a) first, as
a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and, (b) thereafter, as
gain from the sale or exchange of such Common Shares. (See more detailed discussion at “Disposition of Common Shares”
below).



Reduced Tax Rates for Certain Dividends



For taxable years beginning after December
31, 2002 and before January 1, 2013, a dividend paid by the Company generally will be taxed at the preferential tax rates applicable
to long-term capital gains if (a) the Company is a “qualified foreign corporation” (as defined below), (b) the
U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Common Shares that
have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend
date.”



The Company generally will be a “qualified
foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is incorporated
in a possession of the U.S., (b) the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or (c) the
Common Shares are readily tradable on an established securities market in the U.S. However, even if the Company satisfies
one or more of such requirements, the Company will not be treated as a QFC if the Company is a “passive foreign investment
company” (as defined below) for the taxable year during which the Company pays a dividend or for the preceding taxable year.



As discussed below, the Company reasonably
believes that it was not a “passive foreign investment company” for the taxable years ended December 31, 2008 through
December 31, 2011. (See more detailed discussion at “Additional Rules that May Apply to U.S. Holders—Passive Foreign
Investment Company” below).



If the Company is not a QFC, a dividend
paid by the Company to a U.S. Holder, including a U.S. Holder that is an individual, estate, or trust, generally will be taxed
at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains). The dividend rules
are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the dividend
rules.



Distributions Paid in Foreign Currency



The amount of a distribution paid to a
U.S. Holder in foreign currency generally will be equal to the U.S. Dollar value of such distribution based on the exchange rate
applicable on the date of receipt.



66







Dividends Received Deduction



Dividends paid on the Common Shares generally
will not be eligible for the “dividends received deduction.” The availability of the dividends received deduction
is subject to complex limitations that are beyond the scope of this discussion, and a U.S. Holder that is a corporation should
consult its own financial advisor, legal counsel, or accountant regarding the dividends received deduction.



Disposition of Common Shares



A U.S. Holder will recognize gain or loss
on the sale or other taxable disposition of Common Shares in an amount equal to the difference, if any, between (a) the amount
of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the Common Shares
sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital
gain or loss if the Common Shares are held for more than one year. Gain or loss recognized by a U.S. Holder on the sale or
other taxable disposition of Common Shares generally will be treated as “U.S. source” for purposes of applying the
U.S. foreign tax credit rules.  (See more detailed discussion at “Foreign Tax Credit” below).



Preferential tax rates apply to long-term
capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for
long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations
under the Code.



Foreign Tax Credit



A U.S. Holder that pays (whether directly
or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at
the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally,
a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a Dollar-for-Dollar basis, whereas a deduction
will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis
and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.



Complex limitations apply to the foreign
tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.
federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s
worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be
classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation
is calculated separately with respect to specific categories of income. Dividends paid by the Company generally will constitute
“foreign source” income and generally will be categorized as “passive income.” The foreign tax credit rules
are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the foreign
tax credit rules.



Information Reporting; Backup Withholding
Tax



Payments made within the U.S., or by a
U.S. payer or U.S. middleman, of dividends on, or proceeds arising from the sale or other taxable disposition of, Common Shares
generally will be subject to information reporting and backup withholding tax, at the rate of 28 percent, if a U.S. Holder (a) fails
to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an
incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly
report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has
furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject
to backup withholding tax. However, U.S. Holders that are corporations generally are excluded from these information reporting
and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit
against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required
information to the IRS. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding
the information reporting and backup withholding tax rules.



Additional Rules that May Apply to
U.S. Holders



If the Company isa “controlled foreign corporation” or a “passive foreign investment company” (each as defined below),
the preceding sections of this summary may not describe the U.S. federal income tax consequences to U.S. Holders of the acquisition,
ownership, and disposition of Common Shares.



67







Controlled Foreign Corporation



The Company generally will be a “controlled
foreign corporation” under Section 957 of the Code (a “CFC”) if more than 50 percent of the total voting
power or the total value of the outstanding shares of the Company is owned, directly or indirectly, by citizens or residents of
the U.S., domestic partnerships, domestic corporations, domestic estates, or domestic trusts (each as defined in Section 7701(a)(30)
of the Code), each of which own, directly or indirectly, 10 percent or more of the total voting power of the outstanding shares
of the Company (a “10 percent Shareholder”).



If the Company is a CFC, a 10 percent Shareholder
generally will be subject to current U.S. federal income tax with respect to (a) such 10 percent Shareholder’s pro rata
share of the “subpart F income” (as defined in Section 952 of the Code) of the Company and (b) such 10 percent
Shareholder’s pro rata share of the earnings of the Company invested in “United States property” (as defined
in Section 956 of the Code).  In addition, under Section 1248 of the Code, any gain recognized on the sale or other
taxable disposition of Common Shares by a U.S. Holder that was a 10 percent Shareholder at any time during the five-year period
ending with such sale or other taxable disposition generally will be treated as a dividend to the extent of the “earnings
and profits” of the Company that are attributable to such Common Shares. If the Company is both a CFC and a “passive
foreign investment company” (as defined below), the Company generally will be treated as a CFC (and not as a “passive
foreign investment company”) with respect to any 10 percent Shareholder.



The Company does not believe that it has
previously been, or currently is, a CFC. However, there can be no assurance that the Company will not be a CFC for the current
or any subsequent taxable year.



Passive Foreign Investment Company



The Company was not a “passive foreign
investment company” (a “PFIC”) in 2010 and 2011. The Company would be a “passive foreign investment company”
under Section 1297 of the Code (a “PFIC”) if, for a taxable year, (a) 75 percent or more of the gross income
of the Company for such taxable year is passive income or (b) 50 percent or more of the assets held by the Company either
produce passive income or are held for the production of passive income, based on the fair market value of such assets (or on the
adjusted tax basis of such assets, if the Company is not publicly traded and either is a “controlled foreign corporation”
or makes an election).  “Passive income” includes, for example, dividends, interest, certain rents and royalties,
certain gains from the sale of stock and securities, and certain gains from commodities transactions.



For purposes of the PFIC income test and
asset test described above, if the Company owns, directly or indirectly, 25 percent or more of the total value of the outstanding
shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other
foreign corporation and (b) received directly a proportionate share of the income of such other foreign corporation. In addition,
for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest,
dividends, rents, or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3)
of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.



Based on currently available information,
the Companyreasonably believes that it was not a “passive foreign investment company”
for the taxable years ended December 31, 2008 through December 31, 2011.



The determination of whether the Company
was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which
are subject to differing interpretations.  In addition, whether the Company will be a PFIC for each subsequent taxable year
depends on the assets and income of the Company over the course of each such taxable year and, as a result, cannot be predicted
with certainty as of the date of this Annual Report. Accordingly, there can be no assurance that the IRS will not challenge
the determination made by the Company concerning its PFIC status.



Default PFIC Rules Under Section 1291
of the Code



If the Company is a PFIC, the U.S. federal
income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of Common Shares will depend on whether
such U.S. Holder makes an election to treat the Company as a “qualified electing fund” or “QEF” under Section 1295
of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market
Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to
in this summary as a “Non-Electing U.S. Holder.”



68







A Non-Electing U.S. Holder will be subject
to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition
of Common Shares and (b) any excess distribution paid on the Common Shares. A distribution generally will be an “excess
distribution” to the extent that such distribution (together with all other distributions received in the current taxable
year) exceeds 125 percent of the average distributions received during the three preceding taxable years (or during a U.S. Holder’s
holding period for the Common Shares, if shorter).



Under Section 1291 of the Code, any
gain recognized on the sale or other taxable disposition of Common Shares, and any excess distribution paid on the Common Shares,
must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the Common Shares. The amount
of any such gain or excess distribution allocated to prior years of such Non-Electing U.S. Holder’s holding period for the
Common Shares (other than years prior to the first taxable year of the Company beginning after December 31, 1986 for which the
Company was not a PFIC) will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such
prior year. A Non-Electing U.S. Holder will be required to pay interest on the resulting tax liability for each such prior
year, calculated as if such tax liability had been due in each such prior year. Such a Non-Electing U.S. Holder that is not
a corporation must treat any such interest paid as “personal interest,” which is not deductible. The amount of
any such gain or excess distribution allocated to the current year of such Non-Electing U.S. Holder’s holding period for
the Common Shares will be treated as ordinary income in the current year, and no interest charge will be incurred with respect
to the resulting tax liability for the current year.



If the Company is a PFIC for any taxable
year during which a Non-Electing U.S. Holder holds Common Shares, the Company will continue to be treated as a PFIC with respect
to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent years. A
Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules
of Section 1291 of the Code discussed above) as if such Common Shares were sold on the last day of the last taxable year for
which the Company was a PFIC.



QEF Election



A U.S. Holder that makes a QEF Election
generally will not be subject to the rules of Section 1291 of the Code discussed above. However, a U.S. Holder that makes
a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital
gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) and the ordinary earnings
of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the
excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are
the excess of (a) “earnings and profits” over (b) net capital gain.  A U.S. Holder that makes a QEF
Election will be subject to U.S. federal income tax on such amounts for each taxable year in which the Company is a PFIC, regardless
of whether such amounts are actually distributed to such U.S. Holder by the Company. However, a U.S. Holder that makes a QEF
Election may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject
to an interest charge.  If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal
interest,” which is not deductible.



A U.S. Holder that makes a QEF Election
generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings
and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will
adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in income or allowed as a tax-free
distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital
gain or loss on the sale or other taxable disposition of Common Shares.



69







The procedure for making a QEF Election,
and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A
QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s
holding period for the Common Shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing
the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such first year. 
However, if the Company was a PFIC in a prior year, then in addition to filing the QEF Election documents, a U.S. Holder must elect
to recognize (a) gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if the Common
Shares were sold on the qualification date or (b) if the Company was also a CFC, such U.S. Holder’s pro rata share of
the post-1986 “earnings and profits” of the Company as of the qualification date. The “qualification date”
is the first day of the first taxable year in which the Company was a QEF with respect to such U.S. Holder. The election to
recognize such gain or “earnings and profits” can only be made if such U.S. Holder’s holding period for the Common
Shares includes the qualification date. By electing to recognize such gain or “earnings and profits,” such U.S.
Holder will be deemed to have made a timely QEF Election. In addition, under very limited circumstances, a U.S. Holder may
make a retroactive QEF Election if such U.S. Holder failed to file the QEF Election documents in a timely manner.



A QEF Election will apply to the taxable
year for which such QEF Election is made and to all subsequent taxable years, unless such QEF Election is invalidated or terminated
or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent taxable
year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those
taxable years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent taxable
year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any such subsequent
taxable year in which the Company qualifies as a PFIC. In addition, the QEF Election will remain in effect (although it will
not be applicable) with respect to a U.S. Holder even after such U.S. Holder disposes of all of such U.S. Holder’s direct
and indirect interest in the Common Shares. Accordingly, if such U.S. Holder reacquires an interest in the Company, such U.S.
Holder will be subject to the QEF rules described above for each taxable year in which the Company is a PFIC.



Each U.S. Holder should consult its own
financial advisor, legal counsel, or accountant regarding the availability of, and procedure for making, a QEF Election. U.S.
Holders should be aware that there can be no assurance that the Company will satisfy record keeping requirements that apply to
a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules,
in event that the Company is a PFIC and a U.S. Holder wishes to make a QEF Election.



Mark-to-Market Election



A U.S. Holder may make a Mark-to-Market
Election only if the Common Shares are marketable stock. The Common Shares generally will be “marketable stock”
if the Common Shares are regularly traded on a qualified exchange or other market. For this purpose, a “qualified exchange
or other market” includes (a) a national securities exchange that is registered with the SEC, (b) the national
market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities
exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that
(i) such foreign exchange has trading volume, listing, financial disclosure, surveillance, and other requirements designed
to prevent fraudulent and manipulative acts and practices, remove impediments to and perfect the mechanism of a free, open, fair,
and orderly market, and protect investors (and the laws of the country in which the foreign exchange is located and the rules of
the foreign exchange ensure that such requirements are actually enforced) (ii) the rules of such foreign exchange effectively
promote active trading of listed stocks.  If the Common Shares are traded on such a qualified exchange or other market, the
Common Shares generally will be “regularly traded” for any calendar year during which the Common Shares are traded,
other than in de minimis quantities, on at least 15 days during each calendar quarter. The Company believes that its Common Shares
should qualify as marketable stock.



A U.S. Holder that makes a Mark-to-Market
Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, if a U.S. Holder
makes a Mark-to-Market Election after the beginning of such U.S. Holder’s holding period for the Common Shares and such U.S.
Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions
of, and distributions on, the Common Shares.



A U.S. Holder that makes a Mark-to-Market
Election will include in ordinary income, for each taxable year in which the Company is a PFIC, an amount equal to the excess,
if any, of (a) the fair market value of the Common Shares as of the close of such taxable year over (b) such U.S. Holder’s
tax basis in such Common Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount
equal to the lesser of (a) the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in the Common Shares
over (ii) the fair market value of such Common Shares as of the close of such taxable year or (b) the excess, if any,
of (i) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (ii) the
amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years.



70







A U.S. Holder that makes a Mark-to-Market
Election generally also will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in gross
income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition
of Common Shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or loss (such ordinary loss
not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for
prior taxable years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years).



A Mark-to-Market Election applies to the
taxable year in which such Mark-to-Market Election is made and to each subsequent taxable year, unless the Common Shares cease
to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its
own financial advisor, legal counsel, or accountant regarding the availability of, and procedure for making, a Mark-to-Market Election.



Other PFIC Rules



Under Section 1291(f) of the Code,
the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made
a timely QEF Election to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred
(e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences
to a U.S. Holder may vary based on the manner in which Common Shares are transferred.



Certain additional adverse rules will apply
with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election.  For
example under Section 1298(b)(6) of the Code, a U.S. Holder that uses Common Shares as security for a loan will, except as
may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.



The PFIC rules are complex, and each U.S.
Holder should consult its own financial advisor, legal counsel, or accountant regarding the PFIC rules and how the PFIC rules may
affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.



Additional Tax on Passive Income



For tax years beginning after December
31, 2012, certain individuals, estates and trusts whose income exceeds certain thresholds will be required to a pay 3.8 percent
Medicare surtax on “net investment income” including, among other things, dividends and get gain from disposition of
property (other than property held in a trade or business). U.S. Holders should consult with their own tax advisors regarding the
effect, if any, of this tax on their ownership and disposition of common shares.





| | F. | Dividends and Paying Agents
| | -- | ---------------------------



This Form 20-F is being filed as an Annual
Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



| | G. | Statement by Experts
| | -- | --------------------



This Form 20-F is being filed as an Annual
Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



| | H. | Documents on Display
| | -- | --------------------



Documents referred to in this Annual Report
may be inspected at the head office of the Company at Suite 250 – 14142 Denver West Parkway, Golden, Colorado 80401 or the
Company's Canadian legal counsel located at 3000 - 1055 West Georgia Street, Vancouver, British Columbia, V6E 3R3 during normal
business hours.



71







The Company is subject to the information
requirements of the Exchange Act and, to the extent required of Canadian companies, will file periodic reports and other information
with the SEC. All such reports and information may be ready and copied at the public reference facilities listed below. The Company
intends to give its shareholders annual reports containing audited consolidated financial statements and a report thereon from
its independent chartered accountants and quarterly reports for the first three quarters of each year containing unaudited interim
financial information.



The Company’s SEC filing, and the
exhibits thereto, are available for inspection and copying at the public reference facilities maintained by the SEC in Judiciary
Plaza, 100 F Street, NE, Room 1580, Washington, DC 20549. Copies of these filings may be obtained from these offices after the
payment of prescribed fees. Please call the SEC at (202) 551-8090 for further information on the public reference rooms. These
filings are also available at no charge at the SEC’s website at http//www.sec.gov.



The Company will also provide its shareholders
with proxy statements prepared according to Canadian law. As a Canadian company, the Company is exempt from the Exchange Act rules
about prescribing the furnishing and content of proxy statements to shareholders and is also exempt from the short-swing profit
recovery and disclosure regime of section 16 of the Exchange Act.





| | ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
| | -------- | ----------------------------------------------------------



Quantitative Information about Market
Risk



Derivatives



As of
December 31, 2011 the Company had the following derivatives outstanding:





|                                       |  | US$          |       |  | Ounces |  |       | US$  | 
|-------------------------------------- |  | ------------ | ----- |  | ------ |  | ----- | ---- | 
|Derivative Contracts                   |  | Strike Price |       |  | 2012   |  |       | 2013 | 
|Gold bond forwards Embedded derivative |  | $            | 1,113 |  |        |  | 3,257 |      | 





The fair market value in the table above
was estimated based on the gold price per ounce from the London PM Fix on December 31, 2011 of $1,575 and discounting using an
unsecured market interest rate of 12 percent. The change in the fair value of the hedge position will be positive to the Company
when gold prices fall and will be negative when gold prices rise relative to the gold price on the date of the previous fair value
calculation.



The Company’s open hedge positions
as of December 31, 2011 consist solely of the Gold Bonds. The Gold Bonds will be repaid by delivering 814 ounces per quarter through
and including December 31, 2013. The Company believes that these outstanding contracts will be settled in the normal course of
business. The Company’s policy is to not hedge more than 50 percent of the projected production and retain a 25 percent production
reserve tail. At December 31, 2011, the outstanding hedge position covers less than seven percent of the annual forward looking
gold production from Briggs.



Under the terms of the gold bond forwards
(embedded derivative contracts) in the gold bond agreements, Atna will deliver the value of 814 ounces of gold each quarter on
the contractual delivery date, which will be used to purchase shares of a gold exchange traded fund for each bond holders account
and 6.25 percent of the original face value of the Gold Bonds will be redeemed. The fair value of the gold bond forwards is determined
using observable market inputs of similar contracts.



During 2010 the Company retired 6,000 ounces
of gold put and call options that had expiry dates from January to December 2010 at the rate of 500 ounces per month. The collars
consisted of an equal number of put and call option contracts with similar expiry dates. The put and call option contracts were
European style options that could be physically delivered or settled net at the expiry date. During 2010 5,000 ounces of call options
with a strike price of $1,100 per ounce were exercised by the counterparty. The Company used the Black Scholes option valuation
method to determine the market values of the option style derivatives. Other than the embedded forward sales contracts within the
Gold Bonds, no derivatives were utilized in 2011.



72







Qualitative Information about Market
Risk



Risk management:The Company
is exposed to a number of market risks that are part of its normal course of business. The Company has a risk management program
that includes senior management and when appropriate, the Board. Management sets policies approved by the Board to identify and
manage market risks affecting the Company. As a result, the Company incorporates the use of various financial instruments to manage
these risks.



Gold price risk: The Company’s
primary product is gold. The value of the Company’s assets, its earnings and its operating cash flows are significantly impacted
by the market price of gold. The price of gold and the value of mineral interests related thereto have fluctuated widely and are
affected by numerous factors beyond the control of the Company. These factors include international economic and political conditions,
expectations of inflation, international currency exchange rates, interest rates, global or regional consumptive patterns, speculative
activities, changes in production due to mine development and improved mining and production methods, metal stock levels, governmental
regulations, and central bank policies. The exact effect of these factors cannot be accurately predicted, but the combination of
these factors may result in the Company not receiving a profit or acceptable rate of return on invested capital or the investment
not retaining its value.



Management and the board of directors have
set a gold hedge limit of 50 percent of annual production plus a reserve tail of 25 percent of the life-of-mine production as a
cushion for unforeseen production issues. The Company may enter into gold derivative contracts to mitigate the impacts of lower
gold prices on its operations. The gold derivative contracts may include the purchase of put options and the sale of call options,
which in some cases could be structured as a collar, and forward gold sales, including embedded derivatives. Derivative financial
instruments are recorded at fair value, and hedge accounting has not been employed.



As to the sensitivity of the embedded gold
bond derivative liabilities existing as of December 31, 2011, a 10 percent change in gold price would impact the liability by $0.9
million. An increase in gold price increases the liability and an unrealized loss would be recognized; whereas a decrease in gold
price decreases the liability and an unrealized gain would be recognized.



Foreign exchange risk:
A credit facility of C$20 million is denominated in Canadian dollars. Changes in the Canadian / US dollar exchange rate will
proportionately affect the reported value of this liability. If the CAD to USD exchange rate increases or decreases by 10
percent, the reported value of the C$20 million credit facility would increase or decrease by approximately $2.0 million,
respectively. Otherwise the Company’s assets, liabilities, revenues and costs are primarily denominated in U.S.
dollars, and not significantly impacted by foreign exchange risks.



One of the market conditions that may affect
the price of gold is the extent to which gold is viewed as a safe-haven or hedge against fluctuations in major currencies such
as the U.S. dollar and Euro. Foreign exchange may therefore have a significant indirect impact upon the Company.



Counterparty credit risk:
Credit risk represents the loss that would be recognized if counterparties failed to perform as contracted. Credit risks arise
from market, industry, and individual counterparty conditions. Concentrations of credit risk, on or off balance sheet, exist for
counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to
be similarly affected by changes in economic or other conditions. The Company manages counterparty credit risk by monitoring the
creditworthiness of counterparties.



The Company’s sales of gold expose
the Company to the credit risk of nonpayment by the buyer. The Company sells all of its gold to one or two customers, but at any
one time the level of receivable is usually less than two percent of the Company’s total revenues. Due to the global and
liquid markets for gold, geographic and customer concentrations are considered to pose immaterial credit risks.



The Company maintains cash accounts and
collateral for surety bonds with several financial institutions. The balances in U.S. institutions in interest bearing accounts
may exceed the $250,000 limit insured by the Federal Deposit Insurance Corporation and balances in Canadian institutions may exceed
the C$100,000 limit insured by the Canada Deposit Insurance Corporation.



73







Liquidity risk: Liquidity
risk represents the risk that the Company cannot fund its current operations and obligations. The Company believes that its liquidity
requirements, including investments in mine development and servicing existing debt, can be funded through a combination of existing
cash, cash flow from the Briggs operation, asset sales, new or extended lines of credit, or an equity issuance.



Regulatory risk: Changes
in the regulatory environment in the U.S. may affect the recoverability of mineral reserves, the costs of operating, the costs
of reclamation, and other factors having a material impact upon the business. The Company works diligently and in good faith to
meet or exceed all applicable permitting requirements, reclamation obligations, and other regulations, but is subject to the authoritative
changes.



| | ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
| | -------- | ------------------------------------------------------



| | A. | Debt Securities
| | -- | ---------------



This Form 20-F is being filed as an Annual
Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



| | B. | Warrants and Rights
| | -- | -------------------



This Form 20-F is being filed as an Annual
Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



| | C. | Other Securities
| | -- | ----------------



Not applicable.





PART II





| | ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
| | -------- | -----------------------------------------------



Not applicable.





| | ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS
| | -------- | ----------------------------------------------------------------------------



The Company anticipates submitting a shareholders
rights plan for approval at the 2012 annual meeting of shareholders. Previously, the Company had a Shareholder Rights Plan (the
“Rights Plan”), which was confirmed by the shareholders at the Annual and Extraordinary General Meeting held on June
8, 2001 and at the Annual and Extraordinary General Meeting held on April 14, 2005. The Rights Plan expired on May 8, 2008.



| | ITEM 15. | CONTROLS AND PROCEDURES
| | -------- | -----------------------



Evaluation of Disclosure Controls and
Procedures



The Company maintains disclosure controls
and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated
and communicated to our chief executive officer and chief financial officer to allow timely decisions regarding required disclosure.
Management, including our chief executive officer and our chief financial officer, after evaluating the effectiveness of our disclosure
controls and procedures (as defined in the U.S. Securities Exchange Act of 1934 under Rule 13a-15(e)) has concluded that our disclosure
controls and procedures were effective for 2011.



74







Management’s Annual Report on
Internal Control Over Financial Reporting



Management, including the chief executive
officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting
includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures are being made only in accordance with appropriate authorizations; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material
effect on the financial statements.



Management assessed the effectiveness of
internal control over financial reporting as of December 31, 2011. In conducting its assessment of internal control over financial
reporting, management based its evaluation on the framework in “Internal Control – Integrated Framework” issued
by the Committee of Sponsoring Organizations, or the COSO, of the Treadway Commission. Based on that assessment, management has
concluded that internal control over financial reporting was effective as of December 31, 2011.



This annual report does not include an
attestation report of the Company’s independent registered public accounting firm regarding internal control over financial
report. Management’s report was not subject to attestation by the independent registered public accounting firm pursuant
to rules of the SEC that permit the Company to provide only management’s report in this annual report.



There were no significant changes in internal
control over financial reporting that occurred during 2011 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.



| | ITEM 16. | RESERVED
| | -------- | --------





| | ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
| | --------- | --------------------------------



The Board has determined that it has at
least two audit committee financial experts (as such term is defined in the rules and regulations of the SEC) serving on its Audit
Committee. Mr. David Fagin and Mr. Paul Zink have been determined to be such audit committee financial experts and are independent
as defined in National Instrument 58-101, meaning that, they have no direct or indirect relationship with the issuer which could,
in the view of the Board, reasonably be expected to interfere with the exercise of their independent judgment, and are not otherwise
deemed not to be independent. The SEC has indicated that the designation of an audit committee financial expert does not make Mr.
Fagin or Mr. Zink an “expert” for any purpose, impose on him any duties, obligations or liability that are greater
than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board in absence of such designation,
or affect the duties, obligations or liability of any other member of the Audit Committee or Board.



| | ITEM 16B. | CODE OF ETHICS
| | --------- | --------------



The Company has adopted the following code
of ethics that applies to all the Company’s officers, including the chief executive officer and the chief financial officer.
The Code of Ethics has been posted to the Company’s website at http://www.atna.com/i/pdf/CodeEthics.pdf.



It is the policy of the Company that all
officers, including the chief executive officer and the chief financial officer, adhere to and advocates the following principles
governing their professional and ethical conduct in the fulfillment of their responsibilities:



| | 1. | Act with honesty and integrity, avoiding actual or apparent conflicts between his or her personal,
private interest and the interest of the Company, including receiving improper personal benefits as a result of his or her position.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Provide stakeholders with information that is accurate, complete, objective, relevant, timely and
understandable.
| | -- | -----------------------------------------------------------------------------------------------------------------





75









| | 3. | Comply with laws of federal, provincial and local governments applicable to the Company, and the
rules and regulations of private and public regulatory agencies having jurisdiction over the Company.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Act in good faith, responsibly, with due care, and diligence, without misrepresenting or omitting
material facts or allowing independent judgment to be compromised.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Respect the confidentiality of information acquired in the course of the performance of his or
her responsibilities except when authorized or otherwise legally obligated to disclose. Do not use confidential information, acquired
in the course of the performance of his or her responsibilities, for personal advantage. Do not compete directly or indirectly
with the Company.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Proactively promote ethical behavior among subordinates and peers.
| | -- | ------------------------------------------------------------------



| | 7. | Use corporate assets and resources employed or entrusted in a responsible manner.
| | -- | ---------------------------------------------------------------------------------



| | 8. | Advance the Company’s legitimate interest and proactively promote high integrity as a responsible
member of his or her business team and/or in his or her work environment.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
| | --------- | --------------------------------------



Audit Fees



For the
years ended December 31, 2011 and 2010, fees paid to the Company’s external auditors are shown below. The Company’s
auditor, Ehrhardt Keefe Steiner & Hottman PC, was approved by the shareholders at the Annual General Meeting held May 6, 2011.



|           |  | December 31, 2011 |         |  | December 31, 2010 |  
|---------- |  | ----------------- | ------- |  | ----------------- | -
|           |  |                   |         |  |                   |  
|Audit fees |  | $                 | 104,500 |  |                   | $
|Tax fees   |  |                   | -       |  |                   |  
|All other  |  | $                 | 11,000  |  |                   | $



The Company’s
Audit Committee Charter incorporates the Company’s pre-approval policies and procedures. All services rendered by Ehrhardt
Keefe Steiner & Hottman PC during 2011 were approved by the Audit Committee pursuant to the pre-approval policies and procedures
contained in the Audit Committee Charter.



| | ITEM 16D. | EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
| | --------- | ---------------------------------------------------------



Not Applicable.



| | ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
| | --------- | ----------------------------------------------------------------------



The Company
did not repurchase any of its shares in the fiscal year ended December 31, 2011.



| | ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
| | --------- | --------------------------------------------



Not Applicable.







| | ITEM 16G. | CORPORATE GOVERNANCE
| | --------- | --------------------



Not Applicable.









| | ITEM 16H. | MINE SAFETY DISCLOSURE
| | --------- | ----------------------



The information concerning mine safety
violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection
Act is attached hereto as Exhibit 16.1 and incorporated herein by reference.



76













PART III





| | ITEM 17. | FINANCIAL STATEMENTS
| | -------- | --------------------



Not applicable.



| | ITEM 18. | FINANCIAL STATEMENTS
| | -------- | --------------------



See the Financial Statements and Exhibits
listed in Item 19 hereof and filed as part of this annual report.



These consolidated financial statements
were prepared in accordance with IFRS and are expressed in U.S. Dollars. For a history of exchange rates in effect for Canadian
Dollars as against U.S. Dollars, see Item 3.A, titled “Selected Financial Data”.



| | ITEM 19. | EXHIBITS
| | -------- | --------



|Exhibit 1.1  |       | BC Business Corporation Act – Articles of Incorporation (Filed as Exhibit 99.0 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007 (File No. 0-29336), and incorporated herein by reference). |  |    
|------------ | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|Exhibit 3.1  |       | Employment Agreements for last two years.                                                                                                                                                                                         |  | (1)
|Exhibit 4.1  |       | Pinson Purchase Agreement (edited).                                                                                                                                                                                               |  | (1)
|Exhibit 4.2  |       | Sprott Loan Agreement.                                                                                                                                                                                                            |  | (1)
|Exhibit 4.3  |       | Gold Bond Agreement without attachments/exhibits.                                                                                                                                                                                 |  | (1)
|Exhibit 8.1  |       | List of Subsidiaries.                                                                                                                                                                                                             |  |    
|Exhibit 12.1 |       | Section 302 Certifications by the chief executive officer and chief financial officer as required by rule 13a-14(a) or Rule 15d-14(a).                                                                                            |  | (1)
|Exhibit 13.1 |       | Section 906 Certifications by the Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States code.                       |  | (1)
|Exhibit 14.1 |       | Consent of Independent Registered Public Accounting Firm Ehrhardt Keefe Steiner & Hottman PC.                                                                                                                                     |  | (1)
|Exhibit 15.1 |       | Audited Consolidated Financial Statements and Notes thereto.                                                                                                                                                                      |  | (1)
|             | (i)   | Report of Independent Registered Public Accounting Firm Ehrhardt Keefe Steiner & Hottman PC dated March 23, 2011.                                                                                                                 |  | (1)
|             | (ii)  | Consolidated Balance Sheets as at December 31, 2011 and 2010.                                                                                                                                                                     |  | (1)
|             | (iii) | Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009.                                                                                                                                       |  | (1)
|             | (iv)  | Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009.                                                                                                                                       |  | (1)
|             | (v)   | Notes to Consolidated Financial Statements                                                                                                                                                                                        |  | (1)
|             | (vi)  | Consolidated Financial Statements Schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto filed herein.     |  | N/A
|Exhibit 15.2 |       | Management’s Discussion and Analysis for the years ended December 31, 2011 and 2010.                                                                                                                                              |  | (1)
|Exhibit 16.1 |       | Mine safety disclosure, as required by Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.                                                                                                             |  | (1)





|(1) | Attached hereto
|--- | ---------------



77







SIGNATURES



The registrant hereby certifies that
it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.



ATNA RESOURCES LTD.



/s/ “James K.B. Hesketh”



James K.B. Hesketh

President and Chief Executive Officer

March 26, 2012







78