|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



This Report



This discussion and analysis of the financial
position and results of operations for Atna Resources Ltd. (“Atna” or the “Company”) is current through
March 14, 2014 (the “Report Date”) and should be read in conjunction with the audited consolidated financial statements
and the notes thereto for the year ended December 31, 2013, which have been prepared in accordance with International Financial
Reporting Standards (“IFRS”). The Company’s reporting currency is the United States dollar (“USD”
or “$”) and all amounts are in USDs, except for noted disclosures that are made in Canadian dollars (“CAD”
or “C$”). Additional information relating to the Company, including audited consolidated financial statements and
the notes thereto for the years ended December 31, 2012 and 2011, annual report on Form 20-F, and all National Instrument 43-101
(“NI 43-101”) technical reports referenced herein, can be viewed on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.



Description of Business



Atna is involved in all phases of the
mining business including exploration, preparation of feasibility studies, permitting, construction, development, operation and
reclamation of mining properties. The Company’s business model is principally one of developing and operating precious-metal
mines in the western United States (“US”). The Company conducts a portion of its mineral exploration activities through
joint ventures with other companies. The Company is a reporting issuer in British Columbia, Alberta, Ontario and Nova Scotia.
Atna trades on the Toronto Stock Exchange under the symbol “ATN” and in the US on the over-the-counter Bulletin Board
under the symbol “ATNAF”.



The Company is presently operating the
Briggs mine. Briggs is located in southeastern California and commenced commercial gold production in July 2009. Production at
Briggs during 2013 included the mining of 2.1 million tons of gold ore containing 41,000 ounces of gold at a strip ratio of 4.4
tons of waste per ton of ore to produce 32,800 ounces of gold in doré. Approximately 31,700 ounces of gold were sold by
Briggs at an average gold price of $1,412 per ounce. Estimated mined recoverable gold inventory at year-end was 18,100 contained
ounces in all stages of processing.



Development assets include the Reward
gold mine near Beatty, Nevada; the Pinson-underground project near Winnemucca, Nevada; the Mag-open-pit project adjacent to the
Pinson-underground mine; and the Columbia gold project located near Lincoln, Montana.



Development of Reward, a fully permitted
mine site, is pending financing. In February 2014, the Company announced the results of the 2013 drilling study at Reward, increasing
measured and indicated resources by 7 percent and inferred resources by 62 percent.



A study to determine the economic feasibility
of developing the Mag open-pit mine began in late 2012. This study, when completed in the first half of 2014, will determine project
viability and whether to commence the permitting process for development of a new open pit mine at Pinson.



Active development of the Pinson-underground
project was undertaken in 2012 and early 2013. In June 2013, development of the Pinson-underground project was suspended, and
the property is currently on a care and maintenance status. Pinson-underground’s continued development is pending re-engineering
of the mining methods, financing, and improvements in the gold-market.



Metallurgical-sample drilling, environmental
assessment studies and other data collection were completed in 2012 at the Columbia gold project located near Lincoln, in Lewis
and Clark County, Montana. Additional work to determine the economic feasibility of the Columbia gold project is required.



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|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



The Kendall Mine (“Kendall”),
located near Lewistown, Montana, is in the final stage of reclamation and closure activities. The remaining closure activities
principally involve completion of a final-closure Environmental Impact Study, the process having been agreed upon with the State
of Montana in April 2012. Final earthwork was completed at the site in 2012 with the placement of top soil over former leach-pad
areas. Ongoing work consists of the monitoring and treatment of water.



2013 Highlights and Subsequent Events
through the Report Date:



| | · | Atna
                                         generated operating cash flows of $8.3 million in 2013.
| | - | -----------------------------------------------------------------------------------------------------

| | · | An
                                         operating loss of $1.5 million was recognized in 2013, exclusive of long-term asset impairments
                                         of $33.1 million and inventory valuation write-downs of $2.6 million.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Impairments
                                         of $33.1 million were recognized in relation to the Company’s Montana mineral rights,
                                         exploration properties, Kendall lands and secondary underground development at the Pinson
                                         property. The Company still considers it probable that the primary development, buildings,
                                         equipment, and resources at Pinson will have future benefits and therefore retained their
                                         values at year end.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A
                                         net, after-tax loss of $49.6 million, ($0.32) per weighted average share, was recognized
                                         in 2013. In addition to the total operating loss of $37.2 million, the net loss included
                                         a $10.3 million write-off of deferred tax assets to deferred tax expense and other expenses
                                         of $2.3 million which were inclusive of a $1.1 million write-off of loan discount fees.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Gold
                                         sales totaled 36,252 ounces from Briggs and Pinson in 2013, little changed relative to
                                         2012 when 36,454 ounces were sold. Briggs production and sales did decrease in 2013,
                                         principally due to mining activities being focused on stripping operations in the first
                                         five months of 2013 resulting in reduced ore deliveries to the processing plant. The
                                         recovery and sale of 4,569 payable ounces from Pinson-underground during its development
                                         in 2013 offset the decrease at Briggs. Pinson recovered and sold 813 ounces of gold during
                                         development in 2012.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Briggs
                                         produced $15.4 million in operating cash flow and $0.4 million of income before tax and
                                         intercompany allocations in 2013.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Briggs
                                         sold gold at an average price per ounce of $1,412 in 2013 and $1,667 in 2012. The price
                                         decrease caused a decline of revenues of $9.1 million between 2013 and 2012.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Briggs
                                         mined 11.6 million tons of material in 2013, a 36 percent increase relative to the 8.5
                                         million tons mined in 2012.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                         average cash cost per ounce at Briggs in 2013 was $1,042 relative to $985 in 2012.
| | - | -------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         September 2013, the Company closed a C$5.8 million private placement netting $5.3 million.
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         Third Quarter 2013, strong gold recovery was demonstrated by column test work on mixed
                                         oxide ores crushed to a minus-2-inch size from the Mag open-pit project, adjacent to
                                         the Pinson-underground mine. A pre-feasibility study for this project is expected to
                                         be released in the first half of 2014.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | On
                                         January 31, 2014, the Company refinanced $22.0 million of current obligations with a
                                         2-year credit facility calling for a balloon payment of principal and fees at the end
                                         of the term and interest-only payments over the term.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         February 2014, Briggs concluded a full 12 months without any lost-time or medical-reportable
                                         accidents.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Also
                                         in February 2014, the Company concluded an updated resource and reserve estimate for
                                         the permitted Reward Gold Project, integrating new results from the 2013 drilling program
                                         and increasing measured and indicated gold resources by 7 percent to 387,900 contained
                                         gold ounces. Inferred resources increased 62 percent to 106,400 ounces.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Highlights for Fourth Quarter 2013:



| | · | Net
                                         cash provided by operating activities in the Fourth Quarter 2013 was $1.5 million. Cash
                                         provided by operating activities before working capital adjustments was $1.0 million.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | An
                                         operating loss of $0.8 million was recognized in Fourth Quarter 2013, exclusive of long-term
                                         asset impairments of $33.1 million and an inventory valuation write-down of $1.8 million.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



| | · | Gold
                                         sales for the Fourth Quarter 2013 from Briggs totaled 8,100 ounces at an average price
                                         of $1,310 per ounce.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Briggs
                                         produced $3.7 million in operating cash flow in Fourth Quarter 2013. The cash cost per
                                         gold ounce sold averaged $977 per ounce in Fourth Quarter 2013, similar to the $985 per
                                         ounce average for 2012. All-in sustaining cost in Fourth Quarter 2013 was $1,109 per
                                         ounce, similar to the 2012 average of $1,146 per ounce.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Outlook and Strategy



Atna’s business model is principally
one of adding value through the development and operation of precious-metal mines in the United States. The Company seeks to produce
positive cash flow principally from the mining and production of gold and to maximize the return on cash invested. The Company
believes that unlocking the value of its portfolio of gold properties, either through direct development and production or through
the sale of assets, to which value has been added, provides the greatest opportunity to add value for its shareholders.



The Company’s primary focus for
2014 is to increase productivity and reduce costs at the Briggs Mine with the goal of reaching or exceeding targeted production
rates of 40,000 to 45,000 gold ounces in 2014. It is expected that average ore grades will improve in 2014, relative to those
realized in 2013, and support the achievement of this goal.



Key development activities planned for
2014 include completion of a pre-feasibility study for the Mag open pit mine at Pinson, modifying the underground mine plan at
Pinson based on experience gained in 2013, and completing detailed engineering for Reward to make that project ready for construction.
Additionally, the Company anticipates engaging in reserve-expansion-studies at Briggs to endeavor to extend mine life, inclusive
of pit-expansion through cost reductions and through exploration of the potential of underground mining.



Gold prices were volatile in 2013. However,
when gold prices improve and the market moves through its traditional cycle, Atna believes that it has taken the steps required
to recommence development activities in earnest. One such step was the refinancing of debt obligations in January 2014 with a
long-term note that should allow the debt-level to be reduced and/or paid-off from Briggs operating cash flows.



When conditions permit, the Company’s
business model also calls for the acquisition of mineral prospects under what are judged currently to be on favorable terms. Our
principal acquisition objective is to acquire mining prospects in a later stage of exploration that provide a reasonable return
on capital upon completion of exploration activities and development. 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.



Mine Operations



Briggs Mine, California



The Briggs gold mining property (“Briggs”)
was acquired by the Company in 1990. The Briggs mine was initially constructed in 1995; production ceased in 2004 due to gold-market
conditions, and commercial production recommenced in mid-2009. Briggs is a conventional open pit mine that uses heap leach gold
recovery. Ore is crushed to a targeted 80 percent passing a 1/4 inch-slot prior to placement on the leach pad, and targeted gold
recovery is 80 percent.



-3-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Briggs is located on the west side of
the Panamint Range near Death Valley, California. No royalties are payable at Briggs. In addition to Briggs, the Company owns
or controls four satellite projects (“Briggs Satellite Projects”) 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 at Briggs and the Briggs Satellite Projects are located on land prescribed
for multiple use management by the BLM.



In the first five months of 2013, the
sequencing of stripping of the Goldtooth South Pit deferred the availability of ore for crushing. This reduced the ounces of gold
placed on the leach pad and subsequently reduced gold production. In the second half of 2013, gold production was negatively impacted
by intermittent mechanical and productivity issues in the power-generation and crushing circuits. Changes in plant supervisory
staff have been made in part to address these production and maintenance challenges. As mining progresses in the Goldtooth South
Pit in the first half of 2014, average ore grades are expected to increase as ore is mined at depth in the high-grade Goldtooth
pits. The expectation of increased ore grade is driving a higher gold production forecast for 2014 when Briggs is expected to
sell 40,000 to 45,000 ounces of gold. Pioneering work has also commenced on the Briggs Main North Pit to provide additional ore
in the second half of 2014. In 2014, Briggs is budgeted to crush and place on the leach pad approximately 2.8 to 3.0 million tons
of ore containing 60,000 to 70,000 ounces of gold. The waste stripping ratio is projected to be 3.6 tons of waste per ton of ore.



Ore-haulage cycles will increase in the
first half of 2014, but decline in the second half as increasing tons of ore are mined closer to the plant from the North Main
Briggs and Main Briggs pits. Waste haul cycles are also expected to decline through the year, both improving efficiencies and
having reduced operating costs. Ore-grade mined will decline in the second half of 2014 to levels more typical of 2013 as the
ore supply shifts from the higher grade Goldtooth pits to the North Main Briggs and Main Briggs pits. However, due to the delay
in gold recovery inherent in the leach-pad process, gold production and sales are expected to remain strong through 2014. Ore
is currently being placed on the fifth lift of the Briggs leach pad and is expected to be placed on the seventh lift by year-end
2014. This increased stacking height will result in an increased leach recovery time. To account for this increase, the lag between
ore placement and first gold recovery from the leach pad has been increased from 30 days to 45 days in production forecasts.



Production details for Briggs in 2013
and 2012 are shown in the following tables:



|                                     |  | First   |           |  | Second  |   |           | Third   |  |   | Fourth    |  |  | Total |          
|------------------------------------ |  | ------- | --------- |  | ------- | - | --------- | ------- |  | - | --------- |  |  | ----- | ---------
|Production Statistics for 2013       |  | Quarter |           |  | Quarter |   |           | Quarter |  |   | Quarter   |  |  | 2013  |          
|Waste tons                           |  |         | 2,635,600 |  |         |   | 2,505,800 |         |  |   | 1,975,100 |  |  |       | 2,369,300
|Ore tons                             |  |         | 371,800   |  |         |   | 562,200   |         |  |   | 624,100   |  |  |       | 581,500  
|Total tons                           |  |         | 3,007,400 |  |         |   | 3,068,000 |         |  |   | 2,599,200 |  |  |       | 2,950,800
|Strip ratio (waste tons / ore tons)  |  |         | 7.1       |  |         |   | 4.5       |         |  |   | 3.2       |  |  |       | 4.1      
|Ore grade (oz/ton)                   |  |         | 0.022     |  |         |   | 0.019     |         |  |   | 0.019     |  |  |       | 0.018    
|Contained gold ounces mined          |  |         | 8,000     |  |         |   | 10,800    |         |  |   | 11,600    |  |  |       | 10,600   
|Gold ounces sold                     |  |         | 7,700     |  |         |   | 6,800     |         |  |   | 9,100     |  |  |       | 8,100    
|Recoverable gold ounces in inventory |  |         | 15,100    |  |         |   | 17,300    |         |  |   | 17,300    |  |  |       | 18,100   
|Cash cost of gold sales ($/oz)       |  | $       | 1,098     |  |         | $ | 1,131     |         |  | $ | 986       |  |  | $     | 977      
|All-in sustaining cost ($/oz)        |  | $       | 1,452     |  |         | $ | 1,409     |         |  | $ | 1,084     |  |  | $     | 1,109    



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|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



|                                     |  | First   |           |  | Second  |   |           | Third   |  |   | Fourth    |  |  | Total |          
|------------------------------------ |  | ------- | --------- |  | ------- | - | --------- | ------- |  | - | --------- |  |  | ----- | ---------
|Production Statistics for 2012       |  | Quarter |           |  | Quarter |   |           | Quarter |  |   | Quarter   |  |  | 2012  |          
|Waste tons                           |  |         | 1,719,500 |  |         |   | 1,348,100 |         |  |   | 1,201,100 |  |  |       | 1,718,900
|Ore tons                             |  |         | 712,400   |  |         |   | 581,500   |         |  |   | 634,600   |  |  |       | 599,200  
|Total tons                           |  |         | 2,431,900 |  |         |   | 1,929,600 |         |  |   | 1,835,700 |  |  |       | 2,318,100
|Strip ratio (waste tons / ore tons)  |  |         | 2.4       |  |         |   | 2.3       |         |  |   | 1.9       |  |  |       | 2.9      
|Ore grade (oz/ton)                   |  |         | 0.018     |  |         |   | 0.020     |         |  |   | 0.017     |  |  |       | 0.019    
|Contained gold ounces mined          |  |         | 12,500    |  |         |   | 11,600    |         |  |   | 10,700    |  |  |       | 11,100   
|Gold ounces sold                     |  |         | 9,400     |  |         |   | 8,100     |         |  |   | 8,600     |  |  |       | 9,600    
|Recoverable gold ounces in inventory |  |         | 16,600    |  |         |   | 17,700    |         |  |   | 16,700    |  |  |       | 16,600   
|Cash cost of gold sales ($/oz)       |  | $       | 911       |  |         | $ | 928       |         |  | $ | 1,037     |  |  | $     | 1,061    
|All-in sustaining cost ($/oz)        |  | $       | 1,061     |  |         | $ | 1,111     |         |  | $ | 1,110     |  |  | $     | 1,286    



Note: Cash cost of gold production is
a non-GAAP measure and is calculated utilizing Gold Institute Standards. All-in sustaining cost is also a non-GAAP measure and
is calculated utilizing guidance from the World Gold Council. A reconciliation of GAAP measures to these non-GAAP measures follows
later in this section.



The cash cost of gold sales decreased
in the second half of 2013 after the early-2013 stripping campaign was concluded and ore-tons mined and gold-ounces produced increased.
Cost reduction efforts also contributed to this change. All-in sustaining cost decreased in the second half of 2013, principally
as a result of the completion of capital spending on the stripping campaign. In the latter half of 2012, cash cost of gold sales
increased due to crusher-maintenance issues and an abnormally high consumption of wear-items and supplies.



Cash cost per gold ounce sold is a common
gold mining industry measure and is therefore provided for benchmarking purposes. The measure may be useful as an indication of
the average cash cost per ounce sold; but the measure does not reflect incremental costs or cash expenditures because fixed costs
are included in the calculation and capital spending is ignored by the measure. Under IFRS, there is no standardized definition
of cash cost per gold ounce sold and therefore the measure may not be comparable to similar measures reported by other issuers.
The Company calculates cash cost per gold ounce sold using the Gold Institute Standards, and the measure is calculated by subtracting
depreciation, depletion, amortization, and silver by-product credits from cost of sales. Cost of sales includes all mine-site
operating costs, mine-site overhead, production taxes, royalties, production stripping costs net of capitalization, secondary
development costs, changes in inventory, and mine-site depreciation, amortization, depletion.



All-in sustaining cost per ounce is a
non-GAAP performance measure developed by the World Gold Council. The World Gold Council is a non-regulatory, non-profit, market
development organization whose members include global senior mining companies. Quoting a June 2013 press release by the World
Gold Council — “The World Gold Council ... worked closely with its member companies to develop these non-GAAP
measures which are intended to provide further transparency into (and comparability between) the costs associated with producing
gold.” “The ‘all-in sustaining costs’ is an extension of existing ‘cash cost’ metrics and
incorporates costs related to sustaining production (from current operations).” The Company believes that this measure will
be useful to external users in assessing operating performance and the ability to generate free cash flow from current operations.
This measure uses cash costs per ounce sold as its basis, and adds sustaining capital expenditures, general and administrative
expenses, sustaining exploration and evaluation costs, and accretion and depletion of reclamation provisions, all allocable to
the Briggs Mine. As this measure seeks to reflect the full cost of producing gold at current operations, it excludes capital expenditures
to develop new operations and to materially enhance production or reserves at existing operations. Other cash expenditures, principally
income tax payments and financing costs, are excluded. The World Gold Council issued guidance on the calculation of all-in sustaining
cost in June of 2013, and presentation of this metric by the Company is the first presentation of this metric by the Company in
its annual MD&A, although comparable figures, consistently determined, are presented in this report.



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|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



The following schedule reconciles cost
of sales to cash cost per gold ounce sold for the periods indicated.



|                                                       |  | 2013 |            |   | 2012 |  
|------------------------------------------------------ |  | ---- | ---------- | - | ---- | -
|Total cost of sales                                    |  | $    | 42,910,500 |   |      | $
|Less - mining related depreciation and amortization    |  |      | (7,015,100 | ) |      |  
|Less - silver by-product credits                       |  |      | (286,300   | ) |      |  
|Less - adjustment of inventory to net realizable value |  |      | (2,595,600 | ) |      |  
|Total cash cost of sales                               |  | $    | 33,013,500 |   |      | $
|                                                       |  |      |            |   |      |  
|Ounces sold                                            |  |      | 31,687     |   |      |  
|                                                       |  |      |            |   |      |  
|Total cash cost per ounce                              |  | $    | 1,042      |   |      | $
|                                                       |  |      |            |   |      |  
|Additional sustaining costs per ounce sold:            |  |      |            |   |      |  
|General & administrative costs - Corporate allocation  |  | $    | 25         |   |      | $
|Accretion of Asset Retirement Obligation               |  |      | 7          |   |      |  
|Sustaining exploration expenditures                    |  |      | 5          |   |      |  
|Sustaining capital expenditures                        |  |      | 170        |   |      |  
|All-in sustaining cost per ounce sold                  |  | $    | 1,249      |   |      | $



Briggs produced $3.7 million in positive
operating cash flow in Fourth Quarter 2013, inclusive of a net reduction of $0.9 million in working capital. In Fourth Quarter
2013, Briggs’ loss before tax was $1.4 million, inclusive of a $1.8 million non-cash write-down of inventories to net realizable
values as of December 31, 2013. The cash cost of gold per ounce sold decreased in Fourth Quarter 2013 by approximately one percent
over Third Quarter 2013 even though gold ounces sold decreased by 10 percent. This marginal change in cash cost was driven largely
by cost reduction efforts and shorter waste haul cycles.



Briggs produced $15.4 million in operating
cash flow and $1.8 million of income in 2013 before tax, intercompany allocations, and an asset retirement obligation recovery.
Gold ounces produced and sold by Briggs decreased approximately 11 percent in 2013 over 2012 and the average sales price of gold
declined by 15 percent, so revenues decreased $14.7 million or by 25 percent. Cost of sales, excluding depreciation and amortization
and inventory adjustments to net realizable value, decreased $2.2 million or by 6 percent in 2013 relative to 2012. The decrease
in the absolute cost of sales is attributable to the lower ounces sold, and much of the increase in per unit costs resulted from
fixed costs being spread over the decreased ounces of sales. Fewer ounces produced and sold followed from an emphasis on capitalized
stripping during the first five months of 2013 and secondarily from intermittent plant mechanical and productivity issues in the
second half of 2013.



-6-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



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



|Briggs Mine Average Operating Cost Per Ton
|------------------------------------------
|                                          
|Function                                  
|Mining                                    
|                                          
|Mining                                    
|Crushing                                  
|Leach and Plant                           
|Site Gen and Admin                        
|Total Operating Cost                      



Unit mining costs declined as Briggs effectively
mined 36 percent more tons of material in 2013 over 2012. Total operating cost on a per ore-ton crushed basis increased primarily
due to a 15 percent reduction in the total ore tons crushed in the second half of 2013 for reasons previously discussed.



Project and sustaining capital expenditures
in 2014 are expected to be between $3.6 million and $4.2 million. Sustaining capital expenditures are budgeted to be primarily
focused on mining equipment rebuilds. Budgeted project capital is limited to the construction of additional pit dewatering infrastructure.
No material equipment additions are planned at Briggs in 2014. As of December 31, 2013, the cumulative, recorded cost of Briggs’
property, plant, mine development, and mineral interests was $60.5 million, having a carrying-value of $25.6 million, net of depreciation
and amortization.



Briggs mining operations are planned to
be entirely within the existing permit boundary area. However, an amendment to the existing reclamation plan was required to address
a portion of the mine-area. To accommodate this permit revision, an updated Environmental Assessment was completed and approved
by the BLM on February 1, 2012. Reclamation activities are conducted concurrently with mining operations whenever reasonable.
For example, in areas of new mining, topsoil is being 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, via sureties, has posted reclamation bonds with these
agencies in the amount of $4.4 million. All surety bonds are subject to annual review and adjustment.



In June 2013, Briggs received a Notice
of Violation (NOV) in connection with the fact that one of its then four stationary diesel generators did not meet State of California
emission standards for diesel toxic control measures. The Company has removed the subject generator from service and is negotiating
final resolution of this NOV with the California Air Resources Board.



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 source of ore at Briggs.



-7-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



The table below summarizes the change
in gold reserves in contained ounces at Briggs in 2013.



|                      |  | Beginning |         |  |            |  |         | Other   |  |  | Ending | 
|--------------------- |  | --------- | ------- |  | ---------- |  | ------- | ------- |  |  | ------ | 
|Contained Ounces      |  | 2013      |         |  | Production |  |         | Changes |  |  | 2013   | 
|Proven                |  |           | 89,281  |  |            |  |         |         |  |  |        | 
|Probable              |  |           | 94,170  |  |            |  |         |         |  |  |        | 
|                      |  |           |         |  |            |  |         |         |  |  |        | 
|Total Briggs Reserves |  |           | 183,451 |  |            |  | (40,952 | )       |  |  | 1,778  | 



Other Changes include the impacts of changes
to mine design and changes in ore mined versus modeled ore in reserve.



Detailed proven and probable reserves
by pit area as of December 31, 2013, estimated utilizing a 0.006 oz/ton gold incremental leach cutoff, are shown in the following
table.



|                        |  |             |  | Tons     |       |  | Gold     |  |       | Contained | 
|----------------------- |  | ----------- |  | -------- | ----- |  | -------- |  | ----- | --------- | 
|Mining Area             |  | Category    |  | (x1,000) |       |  | (oz/ton) |  |       | Ounces    | 
|Briggs Main             |  | Proven      |  |          | 1,854 |  |          |  | 0.017 |           | 
|                        |  | Probable    |  |          | 1,640 |  |          |  | 0.016 |           | 
|                        |  | Sub-Total   |  |          | 3,494 |  |          |  | 0.016 |           | 
|Briggs Main North       |  | Proven      |  |          | 854   |  |          |  | 0.019 |           | 
|                        |  | Probable    |  |          | 1,027 |  |          |  | 0.020 |           | 
|                        |  | Sub-Total   |  |          | 1,881 |  |          |  | 0.019 |           | 
|Goldtooth - North       |  | Proven      |  |          | 85    |  |          |  | 0.040 |           | 
|                        |  | Probable    |  |          | 168   |  |          |  | 0.037 |           | 
|                        |  | Sub-Total   |  |          | 253   |  |          |  | 0.038 |           | 
|Goldtooth - South       |  | Proven      |  |          | 587   |  |          |  | 0.032 |           | 
|                        |  | Probable    |  |          | 747   |  |          |  | 0.031 |           | 
|                        |  | Sub-Total   |  |          | 1,334 |  |          |  | 0.031 |           | 
|Total - Briggs Reserves |  | Proven      |  |          | 3,380 |  |          |  | 0.020 |           | 
|                        |  | Probable    |  |          | 3,582 |  |          |  | 0.021 |           | 
|                        |  | Grand Total |  |          | 6,962 |  |          |  | 0.021 |           | 



DEVELOPMENT PROPERTIES



Reward Mine, Nevada



Reward is located in southwestern Nye
County, Nevada, about 5.5 miles south-southeast of the town of Beatty. The leases and patented claims each carry a 3 percent net
smelter royalty. No modern commercial mining activities have been undertaken previously at Reward; it is a ‘green-field’
project which the Company believes it can develop with a comparatively low capital investment relative to many other properties.



Reward is planned to be a conventional
open-pit mining operation with ore crushing and heap-leach gold recovery. 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. A study recommends the processing of loaded carbon at Reward versus
transport for processing at either Briggs in Inyo County, California, or at a third party processing facility.



-8-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



While resource and reserve estimates have
since been updated, the following describes the most recent and still materially current feasibility study. In July 2012, the
Company announced the results of a the “NI 43-101 Technical Report, Reward Gold Project, Nye County, Nevada” dated
June 29, 2012 with an effective date of December 31, 2011 (the “Reward Report”) prepared by Fred Barnard, PhD, AIPG-CM,
Greg Chlumsky, MMSA, Michael J. Read, SME-RM, Matthew P. Reilly, P.E. and Robert L. Sandefur, P.E. of Chlumsky, Armbrust &
Meyer LLC, an independent engineering firm. Each of the foregoing persons is an independent qualified person in accordance with
NI 43-101. Atna contracted with Chlumsky, Armbrust, & Meyer LLC of Lakewood, Colorado, to prepare the Reward Report in order
to consolidate information in relation to the mineral resource estimate, mineral reserve estimate and update the feasibility information
for Reward. Projected project economics at varying gold prices are shown in the following table.



|Gold Price              |  | $ | 1,200 |   |  | $ | 1,300 |   |  | $ | 1,400 |   |  | $ | 1,500 |   |  | $ | 1,600 |  
|----------------------- |  | - | ----- | - |  | - | ----- | - |  | - | ----- | - |  | - | ----- | - |  | - | ----- | -
|                        |  |   |       |   |  |   |       |   |  |   |       |   |  |   |       |   |  |   |       |  
|Cash Flow (US $Million) |  | $ | 75.0  |   |  | $ | 94.6  |   |  | $ | 114.2 |   |  | $ | 133.8 |   |  | $ | 153.5 |  
|NPV @5% (US $Million)   |  | $ | 52.8  |   |  | $ | 68.6  |   |  | $ | 84.4  |   |  | $ | 100.2 |   |  | $ | 116.0 |  
|IRR                     |  |   | 38.4  | % |  |   | 48.0  | % |  |   | 57.5  | % |  |   | 66.9  | % |  |   | 76.1  | %
|Payback (Years)         |  |   | 2.6   |   |  |   | 2.2   |   |  |   | 2.1   |   |  |   | 2.0   |   |  |   | 1.9   |  
|                        |  |   |       |   |  |   |       |   |  |   |       |   |  |   |       |   |  |   |       |  
|C2-Cash Cost* (US $/oz) |  | $ | 569   |   |  | $ | 576   |   |  | $ | 584   |   |  | $ | 592   |   |  | $ | 600   |  
|C3-Full Cost** (US$/oz) |  | $ | 847   |   |  | $ | 855   |   |  | $ | 863   |   |  | $ | 871   |   |  | $ | 878   |  

* C2 cash cost includes all direct operating
costs, royalties and severance taxes

** C3, full cost, includes C2 costs plus
capital cost recovery



Reward Report Highlights(M=million)



Mine Production Rate: 6,500 ore tons per
day

Mine Life: seven years

Average Gold Recovery: 80% (60% in first
two months)

Crush Size: 80% passing 1/2 inch

Life of Mine Strip Ratio: 3.1:1 (waste:
ore)

Initial Capital Cost: $34.5M (including
$5.5M in capital leases and $2.2M in contingency)

Phase 2 Expansion Capital: $6.9M (including
$1.2M bond collateral)

Underlying NSR royalty: 3.0%

Average Annual Gold Production: 35,000
ounces



Planned start-up capital costs total $34.5
million for crushing and process plants, facilities and infrastructure, mobile mining fleet, capitalized stripping and funding
of surety bonds; however this is likely to increase by the time the development occurs. Offsite infrastructure development requirements
for the project have been completed. The production water well, wildlife exclusion fencing, electrical power lines, and road improvements
were completed in 2011. Additional infill and step-out drilling was completed in early 2013 and this information has been incorporated
into the current resource model. Reward’s carrying cost as of December 31, 2013 was $11.1 million, net of accumulated depreciation.



The mineral resource was updated in February
2014 by Robert L. Sandefur to include additional drilling completed by the Company in early 2013. Additionally, the project’s
reserves were updated by Michael J. Read to reflect current gold prices and operating costs. Both Mr. Sandefur and Mr. Read are
independent mining engineers and Qualified Persons as defined by NI 43-101 and are with Chlumsky, Armbrust & Meyer LLC, of
Lakewood, Colorado.



-9-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



The current proven and probable gold reserve
for the Reward Property is as follows:



|                     |  | Tons      |        |  | Gold     |  |       | Contained | 
|-------------------- |  | --------- | ------ |  | -------- |  | ----- | --------- | 
|Category*            |  | (x 1,000) |        |  | (oz/ton) |  |       | Ounces    | 
|Proven               |  |           | 3,293  |  |          |  | 0.025 |           | 
|Probable             |  |           | 7,438  |  |          |  | 0.022 |           | 
|                     |  |           |        |  |          |  |       |           | 
|Proven plus Probable |  |           | 10,731 |  |          |  | 0.023 |           | 



* The mineral reserve estimate is based
upon $1,300 per ounce gold and current operating cost data using a >$0.01 incremental value cut-off.



The current mineral resource estimate
for the Reward Property is as follows:



|                       |  | Tons      |        |  | Gold     |  |       | Contained | 
|---------------------- |  | --------- | ------ |  | -------- |  | ----- | --------- | 
|Category*              |  | (x 1,000) |        |  | (oz/ton) |  |       | Ounces    | 
|Measured               |  |           | 4,819  |  |          |  | 0.022 |           | 
|Indicated              |  |           | 15,474 |  |          |  | 0.018 |           | 
|                       |  |           |        |  |          |  |       |           | 
|Measured and Indicated |  |           | 20,293 |  |          |  | 0.019 |           | 
|                       |  |           |        |  |          |  |       |           | 
|Inferred               |  |           | 7,071  |  |          |  | 0.015 |           | 



* The mineral resource is reported using
a 0.006 ounce per ton gold cut-off grade and a gold price of $1,300 per ounce.



Phase 1 development bonds have been posted
and substantially all permits required for mine development and operating activities have been received. The US Bureau of Land
Management signed the Record of Decision and Finding of No Significant Impact approving the 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 a total of $6.2 million in reclamation bonds, will allow Atna to construct the
Reward Mine. Approximately $0.9 million of the bonding is in place, and the balance is expected to be placed prior to commencing
final construction. Reclamation bonds may be subject to inflation and other adjustments. 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.



The Company expects to commence construction
of the Reward mine once sufficient financial resources are available to fund the development and working capital required. Once
construction is commenced, a nine-month construction period is anticipated; with gold production commencing three months after
construction is completed.



Current reserve estimates are based on
estimated future costs and a gold price of $1,300 per ounce as of December 31, 2013. An NI 43-101 compliant Technical Report dated
June 29, 2012, supports the reserve and resource disclosures. Reserves assume an 80 percent processing recovery rate based on
metallurgical test results. The Reward operation is expected to produce approximately 199,600 ounces of recovered gold over a
seven-year mine life. The life of mine waste-to-ore strip ratio is expected to be 3.6 to 1.



-10-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



Gold mineralization at Reward is controlled
principally by the Good Hope fault zone; a sheeted, steeply dipping, north-south-trending quartz-vein zone. Adjacent to the Good
Hope fault, the phyllitic quartzite, siltstone, and shales dip moderately to the east (45 degrees) and are host to more disseminated
gold mineralization associated with narrow iron oxide veinlets (after pyrite) and minor quartz veining.



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 its intersection with
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 September 2011, Atna completed an Asset
Purchase and Sale Agreement ("APSA") with Pinson Mining Company ("PMC") a subsidiary of Barrick Gold to acquire
PMC’s 70 percent interest in Pinson. The site had previously been operated as a joint venture with PMC owning 70% and Atna
owning 30%. Atna now controls four square miles of land containing the historic Pinson Mine and the related mineral resources.
Atna had originally entered into an Exploration and Development Agreement with PMC at Pinson in 2004 and ultimately earned a 30%
equity interest in the project. The joint venture spent over $50 million on drilling and development work at Pinson from 2004
through 2011.



The land now controlled by the Company
contains substantially all of the mineral resources developed by the former joint venture. The land position includes approximately
four square miles of leased and owned fee lands and unpatented mining claims. This includes 30 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. The Company owns an additional 41.66 percent interest on an additional 120 acres
of fee and mineral lands and leases the remainder of that interest, with the remainder controlled by local private landowners.
In total, there are 2,545 acres in the Pinson package. The Pinson underground ores are subject to a 6.0% Net Smelter Return ("NSR")
royalty payable to underlying landholders and the Mag open pit will be subject to NSR’s ranging from 2.0% to 6.0%. A NSR
royalty is a defined percentage of the gross revenues from a mining operation, less a proportionate share of incidental transportation,
insurance, refining and smelting costs. PMC also retained a 10 percent, net profits royalty, that is payable after all development
expenditures are recaptured and the first 120,000 ounces of gold have been sold.



As of December 31, 2013, Pinson’s
net carrying cost was $34.9 million. While secondary underground development was written-off as impaired in 2013, principal assets
deemed to retain value at Pinson include: Mag open-pit resources, resources and reserves accessible from the primary underground
access at the Pinson-underground mine, buildings and equipment, and primary underground development deemed likely to yield future
benefits through use.



Pinson Underground



Pinson-underground contains numerous ore
zones. The principal zones are the Ogee (OG), Range Front (RF), Adams Peak (AP) and the CX. To date, ore has been developed and
mined only in the OG zone. The Pinson deposits are structurally controlled Carlin type deposits. Mineralization is emplaced as
karst fillings and carbonate replacements. Mineralization includes oxide, mixed, and sulfide ores that require different types
of processing for gold recovery. Mining has not proceeded to the depth at Pinson where sulfide ores, unmixed with oxide, have
been encountered.



-11-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



Development of the Pinson underground
mine commenced in early 2012 and mine ramp-up began in late 2012. A total of 4,100 feet of primary and secondary development was
completed during 2013 and 2012. The primary spiral was driven to the 4530 level from the 4650 adit level (120 feet below the mine
portal) and both top cut and underhand ore mining occurred in three Ogee-zone stope blocks during development. Additionally five
stope blocks were partially developed and may be completed from the existing spiral. Mining was performed by contract-miners utilizing
underground mining equipment owned by the contractor.



Mixed sulfide/oxide ores mined during
development operations were processed at the Jerritt Canyon roaster facility, owned by Veris Gold USA Inc., and oxide ores were
processed at Newmont's Twin Creek's oxide mill. A total of 30,150 tons of ore mined during development was shipped for processing.
This ore contained 7,915 ounces of gold, from which 6,834 ounces were recovered. Atna received payment for 5,383 ounces from the
third party processors, which was credited against capitalized development.



At the end of June 2013, the mine was
placed on care and maintenance status until such time that a revised mine plan has been developed and additional financing can
be arranged. A number of factors led to the decision to place the mine on care and maintenance. These included: deteriorating
gold market conditions; Atna’s limited financial capacity to support continued development; lower than expected ore-mining
productivity during the early development phase; and higher than anticipated costs during development.



Care and maintenance activities at Pinson
include mine examinations in the main access to monitor ground conditions, water elevations and air quality evaluations. Two surface
wells are used to continue to de-water underground mine workings. Water is being discharged into two existing rapid infiltration
basins. A third basin is permitted for construction. Environmental monitoring continues as part of maintaining permits.



Underhand cut and fill mining methods,
using cemented rock fill (“CRF”), were utilized to develop the ore stopes as recommended by the pre-mining feasibility
study. This mining method was chosen due to the variable geometry of the various ore bodies at Pinson and the low strength of
the rock in the ore zones. This method is designed to maximize safety and minimize ore dilution and ore losses due to mining.
The underhand cut-and-fill mining method was effective at Pinson, but resulted in high development and operating cost as implemented.
Experience gained during development clearly indicates that improvements can be made to the mine design and mining methods outlined
in the pre-mining feasibility study.



Experience gained during the recent development
work led to a number of conclusions that will be used as a basis for re-engineering future mine plans. These include the following:



| | 1. | Ground conditions in development
                                         workings were generally fair to good and posed no impediment to development operations.
                                         Original roof control and bolting patterns were likely over-designed.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Underhand cut and fill mining
                                         with CRF can be conducted safely in the ore zones.
| | -- | -------------------------------------------------------------------------------------------------------------------------

| | 3. | It was determined that the developed
                                         stope-access drifts, accounted for as ‘secondary development’, were not properly
                                         placed to achieve good mining orientations and high ore yields. A strong focus needs
                                         to be placed on future placement and orientation of access drifts into the mining levels
                                         to increase mining productivity and ore yield from any given access drift. Original stope-access
                                         designs did not take these considerations into account.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | No apparent in-situ stress or
                                         rib squeeze was detected in the ribs or walls on the development levels. As a result,
                                         cuts were increased in height during operation from their original designs with no impact.
                                         Further work is required to determine optimal cut height. Increased cut height should
                                         reduce required access development costs.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | Ore geometry is complex in the
                                         OG zone which requires a strong geologic understanding to guide ore mining operations.
                                         Close-spaced drilling of stoping areas is required to clearly delineate ore geometries
                                         and boundaries prior to mining. This work was not considered in the original pre-mining
                                         feasibility study.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-12-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



| | 6. | Limestone clasts inherent in the
                                         ore combined with waste dilution from mining created grade dilution. Grade distribution
                                         tests verified that larger rock particles in the ore were mostly waste. To enhance shipped
                                         ore grade, ore screening tests revealed that up to 20 percent of total material may be
                                         screened off using a 3” passing-screen-deck, and the rejected material contained
                                         little or no gold, thus resulting in higher ore grades being shipped to third-party processing
                                         facilities.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 7. | Stope productivity can be improved
                                         by decreasing inefficiencies associated with geologically controlled “selective”
                                         mining activities and focusing instead on a bulk mining approach while removing waste
                                         dilution from the ore on surface by screening.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 8. | Engineers, on review of underground
                                         mining conditions, have recommended that modified long-hole stoping systems be considered
                                         for Pinson-underground.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9. | Actual mining results reconciled
                                         to within 20 percent of modeled reserve ounces. The reserve model generally performed
                                         well; however with only approximately two percent of total reserve tons mined, and only
                                         from the OG zone, an accurate conclusion concerning model performance cannot be drawn
                                         due to the limited sample. It is believed that further review of data used to model ore
                                         zones may create greater production design control.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10. | The feasibility resource model
                                         at Pinson utilized two sets of ore shells to control model grades; one outlining the
                                         outer zones of mineralization with a 0.05 ounce per ton envelope and an inner high-grade
                                         shell utilizing 0.25 ounce per ton. The cutoff grade utilized in the outer shell was
                                         overly low and needs to be increased to reduce excessive dilution in some areas and grade
                                         extrapolation in others. This issue must be fixed prior to any re-design of the mine.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 11. | Multiple types of ore, the use
                                         of multiple processing plants for gold recovery, and processors using sliding scales
                                         based on head-grade to determine payable recoverable ounces combined to require a strong
                                         focus on ore control and ore management systems at Pinson. Improving these ore control
                                         systems is a key to success for future mining.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 12. | Start-up of operations in a peak
                                         gold market environment with significant competition for contactors and personnel led,
                                         in part, to higher than anticipated costs. Care must be taken upon re-starting operations
                                         to manage third-party pricing expectations and employees’ salaries. Bringing some
                                         components of the mining and surface operations in-house may improve cost structure and
                                         productivity.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Based on this experience, it is believed
that improvements to the project design and plan can be made to improve efficiencies and future project economics and that additional
engineering, mine-design, and costing studies are justified.



During 2014, Atna plans to reassess the
Pinson underground resource model followed by a re-design of the underground mine plan utilizing experience gained, as discussed
above. This work will be performed in preparation for resuming development when gold markets are stronger and funds becomes available
to allow the re-start. Pre-feasibility work is currently underway for the Mag pit project adjacent to the underground project.
Management believes that operating the potential open pit, heap leach operation simultaneously with the underground operation
will assist in distributing overhead cost and provide a lower cost processing outlet for oxide ores mined from underground.



The Company spent $22.2 million in 2013
at Pinson on underground development, equipment purchases, and construction of buildings and other infrastructure. Prior to an
impairment evaluation and write-off in 2013 of $30.7 million of secondary-development, Pinson, inclusive of the cost of the resources
in the Mag open-pit area, had a net carrying cost of $65.5 million.



-13-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



As discussed above, the existing ore stope
access or secondary development drifts were poorly placed to maintain good mining productivities and ore yields. The existing
secondary development work may or may not be utilized in any future mine design. In view of this uncertainty, the Company determined
that all secondary underground development at Pinson-underground was impaired as it may not be utilized in the future and $30.7
million of secondary development was written-off as impaired. Other principal assets were determined to have probable future benefits
and fair values in excess of carrying cost; such assets include: Mag open-pit resources, underground resources and reserves, buildings
and equipment, and primary underground development.



Pinson
underground is permitted to extract by underground mining up to 400,000 tons of ore per year for offsite processing. Atna provided
the State of Nevada with approximately $0.8 million of bonding to date and anticipates posting an additional $0.9 million in the
second quarter of 2014.



Mag Open Pit at Pinson



The Pinson mine had previously operated
as an open-pit mine with gold produced from oxide ores through heap-leach and oxide mill recovery. Between 2004 and 2011, 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. The Company evaluated this potential, which resulted in the
development of a substantial measured and indicated mineral resource containing 981,700 gold ounces that the Company believes
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 has initiated a pre-feasibility
study to determine the economic feasibility of developing the section 33 pit, which resides on private property. This study is
expected to be completed by the end of the second quarter 2014. A second goal of this study is to develop information needed to
produce a Mine Plan of Operations to be submitted to the NDEP to commence the permitting process. This project is currently unpermitted
and will be subjected to the permitting process prior to the commencement of mining.



A metallurgical-sample drilling program
in the Mag open pit was completed in May, 2012. A total of four PQ core holes were drilled totaling 2,086 feet to acquire samples
for column leach testing of the potential open-pit, heap-leach gold resources in the Mag pit. Column leach testing was the focus
of the metallurgical work with attention to crush-size optimization, gold recovery optimization, evaluation of reagent costs,
and the evaluation of any recovery issues associated with carbon or gold encapsulation. This metallurgical program was completed
in 2013 with positive results.



Columbia Project, Montana



The Company wholly-owns or leases 24 patented
and 162 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. The patented claims are subject to NSR royalties that range from zero to six percent.
Columbia is a ‘green-field’ site, subject only to minor historic mining, and not previously having operated as a modern
commercial mine.



The Company engaged Gustavson Associates,
LLC, an independent engineering to complete the “NI 43-101 Technical Report and Preliminary Assessment on the Columbia Project,
Lewis and Clark County, Montana” dated June 2, 2010 (the “Columbia PEA”) prepared by William J. Crowl R.G.,
MMSA SME-RM, Donald Hulse P.E., and Richard Moritz, MMSA of Gustavson Associates, LLC. Each of the foregoing persons is an independent
qualified person in accordance with NI 43-101. Results of the Columbia PEA 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 which may potentially justify commencing the permitting process.



-14-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



The Columbia mineral resource estimate
is summarized in the Summary of Mineral Resources and Reserves section 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 Columbia PEA with supporting metallurgical
test work. 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 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 Columbia PEA developed a number of
recommendations for future work. These include:



| | · | Additional
                                         metallurgical sampling to adequately test the various parts of the resource sufficiently
                                         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. 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 concentrate
products. Both rougher and cleaner floatation circuits were utilized. Reverse circulation reject samples were composited to create
representative oxide mineral samples for testing. Overall recovery was approximately 88 percent for gold and 50 percent for silver.
Cleaner flotation upgraded the flotation concentrate to the range of 39 ounces per ton of gold and 125 ounces of 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.



In 2012, the Company completed seven reverse
circulation rotary holes drilled to obtain metallurgical samples for additional process optimization studies. Total footage drilled
was 3,468 feet (1,057 m). Holes in this program were drilled down the structural zones to obtain large quantities of mineralized
sample material and the intercept lengths do not represent true thicknesses. The long, down-structure intercepts provide strong
support for the down-dip continuity of the gold and silver grades in both the Columbia and Donnely vein systems and provide additional
support for the resource estimate detailed in the Columbia PEA.



Additional metallurgical test work will
be conducted utilizing samples from this drilling program to further support the currently selected flotation and gravity gold
recovery process. Atna's goal is to continue to develop base data to support the completion of a Mine Plan of Operations as a
basis to commence the permitting process at Columbia.



In addition to drilling, the Company continues
to gather environmental baseline data. Monitoring of water resources has been conducted at the Project since the 1990s and has
yielded an extensive water quality database. The program was expanded in 2012 with the addition of eight groundwater piezometers
and a geomorphic survey of stream reaches. The collected groundwater information will support evaluation of mine water issues
such as water supply and dewatering needs. The geomorphic survey is the initial step in characterizing aquatic habitat in the
area. The environmental program was also expanded to include terrestrial resources including wildlife, vegetation and wetlands.
Monitoring continued through the 2013 summer field season. Extensive logging operations and timber sales were conducted from the
property throughout the summer of 2013.



-15-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



Gold mineralization at Columbia is considered
a Tertiary-age, low-sulfidation, epithermal volcanic-hosted quartz-adularia vein system. Mineralization is associated with two
high-angle fault zones which host the two principal vein and stockwork vein zones known as the Columbia and Donnely veins. The
veins are exposed on the surface for over 7,000 feet (2,100 m) in a north-south direction and have been explored to a depth
of over 500 feet (150 m) vertically. Gold and silver mineralization is accompanied by broad zones of argillic to propylitic alteration
of the dominantly mafic volcanic flows which host the deposit.



Columbia is not currently permitted for
development. Management’s goal is to collect sufficient baseline data to commence a feasibility study and a “Mine
Plan of Operations”. Submission of this work will initiate the formal, multi-year permitting process at Columbia. Columbia
is located on patented and unpatented mining claims within a US National Forest. As with all mining projects, an environmental
impact statement and permitting process must be completed 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.



Cecil R Project, 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 titled “NI 43-101
Technical Report Mineral Resource Estimate Cecil R Gold Deposit, Inyo County, California USA” dated March 2, 2010 (the “Cecil
R Report”) prepared by Fred Barnard, PhD and Robert L. Sandefur, P.E. of Chlumsky, Armbrust & Meyer LLC. Each of the
foregoing persons is an independent qualified person in accordance with NI 43-101.



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.



In late 2012, a scoping level economic
study was commenced on the Cecil R project. This non-NI 43-101 compliant report produced positive results, and the Company believes
this justifies continued work on the project. Additional preliminary engineering work is planned in order to allow a Mine Plan
of Operations to be submitted to regulatory authorities. The Cecil R open-pit project may be required to comply with the California
Backfill Regulation and be permitted as a stand-alone project.



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 255 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. Clover has a fully bonded Plan of
Operations permit with the Bureau of Land Management.



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.



-16-











|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



The Company is seeking a new venture partner
to carry out additional exploration at the property.



Sand Creek Uranium Joint Arrangement,
Wyoming



In August 2006, the Company and Uranium
One Exploration USA Inc, (“Uranium One”) formed the Sand Creek Joint Venture (“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, which was amended in later periods (“the
“Supplemental Agreement”). Under the Supplemental Agreement, Uranium One assumed the role of project manager and may
spend up to $1.6 million before June 2014 to increase its interest in the project from 30 percent to 51 percent. As of December
31, 2013, Uranium One reported having spent $1.3 million of the $1.6 million, and having increased their interest to 39.9 percent.
At termination or completion of the Supplemental Agreement, the Sand Creek JV will remain effective and the parties’ operating
interests will be set in proportion to the amount of their respective expenditures or the 51/49 percent stipulated interest, respectively.



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. Since that time
a total of 174 drill-holes have been completed totaling approximately 130,000 feet of drilling. 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 in thickness. All of the claims are underlain by the uranium host rocks of the Chadron Formation.
This work has confirmed the presence of “roll front” style uranium mineralization. The Company does not control the
timing of future drilling operations under the terms of the Sand Creek Supplemental Agreement.



Montana Mineral Rights



Atna owns approximately 800,000 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 northwestern 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,
a wholly owned Company subsidiary, signed an 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 to the State of Montana. The sale was completed
November 29, 2012.



Kennecott Exploration Company (KEX) signed
a Purchase and Sale Agreement on December 18, 2013 for the purchase of 22,975 acres of mineral rights in Missoula and Granite
Counties. KEX will pay at closing $300,000 and will receive as part of the purchase a buy-back right to acquire 1,000 acres of
the surface estate. CR Montana Corporation will retain a 1.5 percent NSR on the purchased rights. The due diligence period for
this purchase is 90 days, and the purchase is scheduled to close on March 18, 2014.



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|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Blue Bird Prospect, Montana



The Company owns a 100 percent interest
in 6 unpatented mining claims (the “Blue Bird Prospect”) in Granite County, Montana located approximately 40 road
miles southwest of the town of Phillipsburg, Montana. The Blue Bird Prospect was initially acquired by the Company in January
2013 by claim-staking. The property 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 Super 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, tested the property. Historic Anaconda drill-hole intercepts include 19 feet grading 1.93 percent copper and 0.88
oz/ton silver. The foregoing historic numbers are being disclosed in reliance on Anaconda Company’s February 1980 drill-hole
report and have not been confirmed by a NI 43-101 Technical Report and the Company is not treating these historic numbers as current
resources or reserves. The Company is offering this property for joint venture.



Canadian Properties, Yukon and British
Columbia



The Wolf polymetallic prospect is located
in the Pelly Mountains of southeastern Yukon. The property is currently held as a joint venture with the Company controlling 65.6
percent and Veris Gold Corporation (TSX:VG) controlling 34.4 percent. The Ecstall polymetallic prospect is located in the Skeena
Mining District of British Columbia. These two properties are available for joint venture or sale.



RECLAMATION PROPERTY



Kendall, Montana



Kendall is located approximately 20 miles
north of Lewistown, Montana. 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.



The Kendall permit area covers approximately
1,040 acres of which approximately 448 acres are disturbed.  As of December 31, 2013, a total of 432 acres or approximately
97 percent of the disturbed mining area has been reclaimed. CR Kendall has approximately $2.3 million on deposit in an interest-bearing
account with the MDEQ for reclamation at Kendall. A further $0.2 million surety bond is also on deposit.



Kendall operated under permits issued
by MDEQ and other regulatory agencies. The MDEQ has approved portions of the closure plan related to re-contouring, re-vegetation,
drainage and heap dewatering, and heap closure. The Company believes that reclamation earthwork at the site is substantially complete.
Water management and treatment at the site will be continued for the foreseeable future.



In April 2012, Kendall entered into an
agreement with the MDEQ, whereby Atna agreed to provide financial support to complete a final EIS closure study. As part of this
agreement, Kendall submitted on July 25, 2012 an application to the MDEQ providing a final closure and reclamation plan for the
Kendall mine site. The MDEQ has performed a completeness review of this plan, and Kendall has prepared responses to this review.
The EIS will be managed by the MDEQ in consultation with Kendall. Any costs in excess of the EIS project budget will be shared
equally between CRK and the MDEQ. No work has commenced on this study.



-18-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



As reclamation objectives at Kendall are
achieved, parcels of land are being made available for purchase to the general public. In late 2010, 58.4 acres were donated to
the Montana Council of the Boy Scouts of America. In 2011, Kendall completed sales of 304.8 acres of reclaimed land in three parcels
and in June 2013, approximately 135 acres were sold to private parties. 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.



Summary of Mineral Reserves and
Resources



The mineral reserve and resource figures
below are estimates, subject to forward-looking-statement limitations. All reserve and resource figures are considered current
as of reported dates indicated in the footnotes to the tables. The scientific and technical information about the Company’s
mineral properties contained in this Report has been prepared under the supervision of, reviewed by and approved by William Stanley,
a Registered Member of the Society for Mining, Metallurgy and Exploration, a Licensed Geologist, and the Company's Vice President
Exploration, a “qualified person” as that term is defined in NI 43-101.



The mineral resources reported below,
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 a measured or indicated mineral resource within
those areas classified as inferred.



Cautionary Note to US Investors concerning
estimates of Measured and Indicated Resources: This section uses the terms “measured” and “indicated”
mineral resources. The Company advises US investors that while those terms are recognized and required by Canadian regulations,
the US Securities and Exchange Commission (the “SEC”) does not recognize them. US 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 US Investors concerning
estimates of Inferred Resources: This section uses the term “inferred” mineral resources. The Company advises US investors
that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. “Inferred”
mineral 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. US investors are cautioned not to assume that part or all of an inferred resource exist, or is economically
or legally minable.



-19-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Gold Mineral Reserves - Proven and
Probable (1, 2, 3)



|Category                               |  | Tons (x1,000) |        |  | Au (oz/ton) |  |       | Contained Ounces | 
|-------------------------------------- |  | ------------- | ------ |  | ----------- |  | ----- | ---------------- | 
|Briggs(1)- 100% Atna                   |  |               |        |  |             |  |       |                  | 
|Proven                                 |  |               | 3,380  |  |             |  | 0.020 |                  | 
|Probable                               |  |               | 3,582  |  |             |  | 0.021 |                  | 
|                                       |  |               |        |  |             |  |       |                  | 
|Briggs reserves                        |  |               | 6,962  |  |             |  | 0.021 |                  | 
|                                       |  |               |        |  |             |  |       |                  | 
|Reward (2)-  100% Atna                 |  |               |        |  |             |  |       |                  | 
|Proven                                 |  |               | 3,293  |  |             |  | 0.025 |                  | 
|Probable                               |  |               | 7,438  |  |             |  | 0.022 |                  | 
|                                       |  |               |        |  |             |  |       |                  | 
|Reward reserves                        |  |               | 10,731 |  |             |  | 0.023 |                  | 
|                                       |  |               |        |  |             |  |       |                  | 
|Pinson Underground (3)-  100%
    Atna |  |               |        |  |             |  |       |                  | 
|Proven                                 |  |               | 989    |  |             |  | 0.362 |                  | 
|Probable                               |  |               | 736    |  |             |  | 0.373 |                  | 
|                                       |  |               |        |  |             |  |       |                  | 
|Pinson Underground reserves            |  |               | 1,724  |  |             |  | 0.367 |                  | 
|                                       |  |               |        |  |             |  |       |                  | 
|Total reserves                         |  |               | 19,417 |  |             |  | 0.053 |                  | 



| | (1) | Briggs mineral reserve
                                         summary is based on a 0.0069 oz/ton gold incremental leach cut-off grade calculated using
                                         $1,300 per ounce gold supported by the report titled “2012 NI 43-101 Technical
                                         Report on the Briggs Mine, Inyo County, California” dated May 29, 2012 with an
                                         effective date of March 26, 2012 (the “Briggs Report”) prepared by Alan C.
                                         Noble, P.E. of Ore Reserves Engineering, Michael J. Read, SME-RM of Chlumsky, Armbrust
                                         & Meyer LLC, William R. Stanley, SME-RM, V.P. Exploration of the Company, and Douglas
                                         E. Stewart, P.E., former V.P. and COO of the Company. Messrs. Noble and Read are independent
                                         qualified persons in accordance with NI 43-101 and Messrs. Stanley and Stewart are non-independent
                                         qualified persons in accordance with NI 43-101. The Briggs Report was filed on SEDAR
                                         on May 22, 2012. The mineral reserve has been updated and reconciled by Mr. Read for
                                         mine production in 2013 and is current as of December 31, 2013.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Reward mineral reserve
                                         is current as of December 31, 2013, using a >$0.01 net incremental value and $1,300
                                         per ounce gold price, and is supported by the Reward Report filed on SEDAR on July 9,
                                         2012. The reserves have been updated using the 12/31/2013 block model by Michael J. Read,
                                         SME-RM of Chlumsky, Armbrust & Meyer LLC.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The Pinson Underground
                                         Reserve is supported by the Pinson Technical Report filed on SEDAR on May 31, 2012 and
                                         has been reconciled for underground development and test mining completed through 12/31/2013.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-20-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Gold Mineral Resources - Measured,
Indicated and Inferred (1, 2, 3, 4, 5, and 6)



|Category                        |  | Tons (x1,000) |        |  | Au (oz/ton) |  |       | Contained Ounces | 
|------------------------------- |  | ------------- | ------ |  | ----------- |  | ----- | ---------------- | 
|Measured                        |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 10,208 |  |             |  | 0.021 |                  | 
|Reward - 100% (2)               |  |               | 4,819  |  |             |  | 0.022 |                  | 
|Pinson - Underground 100%(3,4)  |  |               | 1,596  |  |             |  | 0.352 |                  | 
|Pinson - Open pit 100% (3,4)    |  |               | 21,159 |  |             |  | 0.035 |                  | 
|Columbia - 100% (5)             |  |               | 5,370  |  |             |  | 0.047 |                  | 
|Cecil-R - 100% (6)              |  |               | 858    |  |             |  | 0.024 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Total measured                  |  |               | 44,010 |  |             |  | 0.043 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Indicated                       |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 17,546 |  |             |  | 0.019 |                  | 
|Reward - 100% (2)               |  |               | 15,474 |  |             |  | 0.018 |                  | 
|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                 |  |               | 52,304 |  |             |  | 0.036 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Measured & indicated            |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 27,754 |  |             |  | 0.020 |                  | 
|Reward - 100% (2)               |  |               | 20,294 |  |             |  | 0.019 |                  | 
|Pinson - Underground 100%(3,4)  |  |               | 2,897  |  |             |  | 0.366 |                  | 
|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      |  |               | 96,315 |  |             |  | 0.039 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Inferred                        |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 12,285 |  |             |  | 0.018 |                  | 
|Reward - 100% (2)               |  |               | 7,071  |  |             |  | 0.015 |                  | 
|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                  |  |               | 38,265 |  |             |  | 0.046 |                  | 
|                                |  |               |        |  |             |  |       |                  | 



-21-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Silver Mineral Resources (Columbia)
- Measured, Indicated and Inferred (5)



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



| | (1) | Mineral Resources
                                         for Briggs, Reward and Pinson – Underground include Proven and Probable Reserves
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | NI 43-101 Technical
                                         Report Briggs Mine, dated May 29, 2012; 0.006 oz/ton gold cut-off, adjusted for 2013
                                         production and other changes during production.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | NI 43-101 Technical
                                         Report Reward Gold Project, dated June 29, 2012; Resource updated to include 2013 drilling
                                         by Robert Sandefur of Chlumsky, Armbrust & Meyer LLC using a 0.006 oz/ton gold cut-off
                                         grade and $1,300 per ounce gold price.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | NI 43-101 Technical
                                         Report, dated May 25, 2012: using 0.20 oz/ton cut-off (underground) and 0.010 oz/ton
                                         cut-off (open pit). The underground resource has to be reconciled against development
                                         and test-mining completed in 2013.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | NI 43-101 Technical
                                         Report Columbia Gold Property, June 2010; 0.020 oz/ton gold cut-off.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

| | (6) | NI 43-101 Technical
                                         Report Cecil R Gold Property, March 2010; using a 0.010 oz/ton gold cut-off.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------



Selected Annual Information



Following is selected annual information
for the last three years ended December 31. The information is reported in USD, in accordance with IFRS, consistently applied.



|Year ended                                                                 |  | 2013 |             |   | 2012 |   |             | 2011 | 
|-------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | ---- | 
|Total revenues                                                             |  | $    | 45,035,100  |   |      | $ | 59,763,300  |      | 
|Cost of sales, excluding impairments & inventory
    valuation adjustments |  |      | 40,314,900  |   |      |   | 43,580,700  |      | 
|Impairments & Inventory valuation Adjs.                                    |  |      | 35,685,700  |   |      |   | -           |      | 
|Net (loss) income                                                          |  | $    | (49,619,600 | ) |      | $ | 6,886,000   |      | 
|Basic and diluted (loss) income per share                                  |  | $    | (0.32       | ) |      | $ | 0.05        |      | 
|                                                                           |  |      |             |   |      |   |             |      | 
|Working capital                                                            |  | $    | (7,039,800  | ) |      | $ | 6,429,000   |      | 
|Total assets                                                               |  | $    | 112,277,300 |   |      | $ | 160,184,700 |      | 
|Total non-current liabilities                                              |  | $    | 8,431,000   |   |      | $ | 7,784,900   |      | 
|Total liabilities                                                          |  | $    | 35,767,300  |   |      | $ | 42,816,200  |      | 
|Total shareholders' equity                                                 |  | $    | 76,510,000  |   |      | $ | 117,368,500 |      | 
|Number of shares issued and outstanding                                    |  |      | 189,922,144 |   |      |   | 144,989,922 |      | 



Gold and silver revenues decreased $14.7
million, or 25 percent, to $45.0 million in 2013 relative to 2012. Gold ounces sold decreased from 35,641 to 31,683 ounces, an
11 percent decrease, and the average price realized per gold ounce decreased from $1,667 to $1,412, a 15 percent decrease. Ounces
produced and sold declined principally due to labor and equipment being focused on a capitalized stripping campaign in the first
five months of 2013. Market conditions drove the decline in the average selling price. In 2012 relative to 2011, gold and silver
revenues increased $8.0 million, or 15 percent, to $59.8 million. Gold ounces sold increased from 32,371 to 35,641 ounces, a 10
percent increase, and the average price realized per gold ounce increased from $1,588 to $1,667, a 5 percent increase. Ore grades
and an upgraded crushing circuit contributed to the increase in the ounces produced and sold in 2012.



-22-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Cost of sales, including depreciation
and excluding long-term asset impairments and inventory valuation adjustments decreased 7 percent in 2013 relative to an 11 percent
decrease in ounces and increased 16 percent in 2012 relative to a 10 percent increase in ounces. Total costs increased approximately
4 percent in 2013 and 6 percent in 2012 due to increasing costs of labor and consumable materials.



In 2013, the Company recognized $33.1
million of impairments against long-lived, non-operating properties in various stages of development. In 2013, the Company adjusted
inventory values to net realizable value less costs to complete the inventory, resulting in a recognized expense of $2.6 million.
These adjustments and the noted trends in revenues and cost of sales principally underlay the changes in net income.



As of December 31, 2013, the Company had
a net working capital (current assets less current liabilities) deficit of $7.0 million; however $22.0 million of working capital
was subsequently drawn in January of 2014 through a long-term note obligation to refinance current obligations. Similarly, subsequent
to year-ends, refinancing increased December 31, 2012 and 2011 working capital by C$17.5 million and C$20.0 million, respectively.



Total assets declined in 2013 principally
due to the noted impairments, whereas total assets increased in 2012 due principally to development expenditures at Pinson underground.
Non-current liabilities have been decreasing through the scheduled retirement of the 2009 Gold Bonds and other long-term debt.
Development and acquisitions in 2013 and 2012 were principally financed by operating cash flows, receipts from stock offerings,
and the exercise of warrants; whereas in 2011, acquisitions and development were principally financed by operating cash flows
and the debt facility with Sprott.



-23-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Summary of Quarterly Results



Following is selected quarterly financial
information for the eight most recent quarters. The information is reported in USD, in accordance with IFRS, consistently applied.



|Results for Quarter ended                                      |  | Dec-13 |             |   | Sep-13 |   |            | Jun-13 |  |   | Mar-13     |  
|-------------------------------------------------------------- |  | ------ | ----------- | - | ------ | - | ---------- | ------ |  | - | ---------- | -
|Revenues, gold and by-product sales                            |  | $      | 10,699,000  |   |        | $ | 12,030,500 |        |  | $ | 9,784,200  |  
|Percent change from previous quarter                           |  |        | -11         | % |        |   | 23         | %      |  |   | -22        | %
|Percent change from prior period                               |  |        | -35         | % |        |   | -15        | %      |  |   | -26        | %
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Average gold price per ounce sold                              |  | $      | 1,310       |   |        | $ | 1,308      |        |  | $ | 1,436      |  
|Percent change from previous quarter                           |  |        | 0           | % |        |   | -9         | %      |  |   | -12        | %
|Percent change from prior period                               |  |        | -24         | % |        |   | -21        | %      |  |   | -11        | %
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Gold ounces sold                                               |  |        | 8,115       |   |        |   | 9,147      |        |  |   | 6,775      |  
|Percent change from previous quarter                           |  |        | -11         | % |        |   | 35         | %      |  |   | -12        | %
|Percent change from prior period                               |  |        | -15         | % |        |   | 6          | %      |  |   | -16        | %
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Cost of sales, excluding depreciation & fair-value Adj.        |  | $      | 7,996,500   |   |        | $ | 9,096,800  |        |  | $ | 7,714,900  |  
|Percent change from previous quarter                           |  |        | -12         | % |        |   | 18         | %      |  |   | -9         | %
|Percent change from prior period                               |  |        | -22         | % |        |   | 1          | %      |  |   | 1          | %
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Cost of sales, excluding Depr. & fair-value Adj., per Oz. sold |  | $      | 985         |   |        | $ | 995        |        |  | $ | 1,139      |  
|Percent change from previous quarter                           |  |        | -1          | % |        |   | -13        | %      |  |   | 3          | %
|Percent change from prior period                               |  |        | -8          | % |        |   | -5         | %      |  |   | 21         | %
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Inventory fair-value adjustment to net realizable value        |  | $      | 1,830,100   |   |        | $ | (600,900   | )      |  | $ | 1,366,400  |  
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Impairment of non-current assets                               |  | $      | 33,090,100  |   |        | $ | -          |        |  | $ | -          |  
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Depreciation and amortization, cost of sales                   |  | $      | 2,279,600   |   |        | $ | 1,525,800  |        |  | $ | 1,582,700  |  
|Depreciation and amortization, cost of sales, per Oz sold      |  | $      | 281         |   |        | $ | 167        |        |  | $ | 234        |  
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|General & administrative expense, including depreciation       |  | $      | 1,229,900   |   |        | $ | 1,273,400  |        |  | $ | 1,174,400  |  
|Exploration and property-maintenance expense                   |  | $      | 576,000     |   |        | $ | 748,000    |        |  | $ | 204,000    |  
|Site restoration expense                                       |  | $      | (568,600    | ) |        | $ | -          |        |  | $ | -          |  
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Interest expense                                               |  | $      | (2,139,000  | ) |        | $ | (992,600   | )      |  | $ | (211,100   | )
|Realized and unrealized gain (loss) on derivatives             |  | $      | 89,700      |   |        | $ | (189,700   | )      |  | $ | 811,900    |  
|Other income (expense) not listed above                        |  | $      | 221,300     |   |        | $ | 23,000     |        |  | $ | (111,000   | )
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Income tax recovery (expense) , net                            |  | $      | (10,604,700 | ) |        | $ | -          |        |  | $ | 669,900    |  
|                                                               |  |        |             |   |        |   |            |        |  |   |            |  
|Net (loss) income after income tax for the quarter             |  | $      | (48,167,300 | ) |        | $ | (1,171,900 | )      |  | $ | (1,098,500 | )
|Basic (loss) income per share                                  |  | $      | 0.25        |   |        | $ | (0.01      | )      |  | $ | (0.01      | )



-24-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



|Results for Quarter ended                                 |  | Dec-12 |            |   | Sep-12 |   |            | Jun-12 |  |   | Mar-12     |  
|--------------------------------------------------------- |  | ------ | ---------- | - | ------ | - | ---------- | ------ |  | - | ---------- | -
|Revenues, gold and by-product sales                       |  | $      | 16,494,500 |   |        | $ | 14,236,800 |        |  | $ | 13,159,600 |  
|Percent change from previous quarter                      |  |        | 16         | % |        |   | 8          | %      |  |   | -17        | %
|Percent change from prior period                          |  |        | 16         | % |        |   | -14        | %      |  |   | 12         | %
|                                                          |  |        |            |   |        |   |            |        |  |   |            |  
|Average gold price per ounce sold                         |  | $      | 1,714      |   |        | $ | 1,647      |        |  | $ | 1,613      |  
|Percent change from previous quarter                      |  |        | 4          | % |        |   | 2          | %      |  |   | -4         | %
|Percent change from prior period                          |  |        | 2          | % |        |   | -3         | %      |  |   | 6          | %
|                                                          |  |        |            |   |        |   |            |        |  |   |            |  
|Gold ounces sold                                          |  |        | 9,600      |   |        |   | 8,600      |        |  |   | 8,100      |  
|Percent change from previous quarter                      |  |        | 12         | % |        |   | 6          | %      |  |   | -14        | %
|Percent change from prior period                          |  |        | 14         | % |        |   | -11        | %      |  |   | 5          | %
|                                                          |  |        |            |   |        |   |            |        |  |   |            |  
|Cost of sales, excluding depreciation                     |  | $      | 10,253,900 |   |        | $ | 8,988,700  |        |  | $ | 7,623,000  |  
|Percent change from previous quarter                      |  |        | 14         | % |        |   | 18         | %      |  |   | -12        | %
|Percent change from prior period                          |  |        | 29         | % |        |   | 0          | %      |  |   | 6          | %
|                                                          |  |        |            |   |        |   |            |        |  |   |            |  
|Cost of sales, excluding depreciation, per ounce sold     |  | $      | 1,068      |   |        | $ | 1,045      |        |  | $ | 941        |  
|Percent change from previous quarter                      |  |        | 2          | % |        |   | 11         | %      |  |   | 3          | %
|Percent change from prior period                          |  |        | 13         | % |        |   | 13         | %      |  |   | 1          | %
|                                                          |  |        |            |   |        |   |            |        |  |   |            |  
|Depreciation and amortization, cost of sales              |  | $      | 2,111,900  |   |        | $ | 1,960,200  |        |  | $ | 1,799,000  |  
|Depreciation and amortization, cost of sales, per Oz sold |  | $      | 220        |   |        | $ | 228        |        |  | $ | 222        |  
|                                                          |  |        |            |   |        |   |            |        |  |   |            |  
|General & administrative expense, including depreciation  |  | $      | 1,688,000  |   |        | $ | 1,042,900  |        |  | $ | 1,083,300  |  
|Exploration expense                                       |  | $      | 529,500    |   |        | $ | 783,800    |        |  | $ | 292,500    |  
|Provision for site restoration                            |  | $      | 392,800    |   |        | $ | -          |        |  | $ | -          |  
|                                                          |  |        |            |   |        |   |            |        |  |   |            |  
|Interest expense                                          |  | $      | (145,400   | ) |        | $ | (298,100   | )      |  | $ | (406,700   | )
|Realized and unrealized gain (loss) on derivatives        |  | $      | 367,300    |   |        | $ | (841,100   | )      |  | $ | 282,900    |  
|Other (expense) income not listed above                   |  | $      | (84,400    | ) |        | $ | 184,500    |        |  | $ | (183,000   | )
|                                                          |  |        |            |   |        |   |            |        |  |   |            |  
|Income tax benefit (expense), net                         |  | $      | 632,100    |   |        | $ | 228,300    |        |  | $ | (52,200    | )
|                                                          |  |        |            |   |        |   |            |        |  |   |            |  
|Net income after income tax for the quarter               |  | $      | 2,288,000  |   |        | $ | 734,800    |        |  | $ | 2,002,800  |  
|Basic income per share                                    |  | $      | 0.02       |   |        | $ | 0.01       |        |  | $ | 0.02       |  



The Company’s financial results
are not significantly impacted by seasonality. Quarterly expenses and income vary depending on the tons of ore mined and processed;
ore grades; stripping ratios; labor, diesel, chemical, tire, and maintenance costs; realized and unrealized gains and losses on
derivatives; gains or losses on the sale of investments and disposals of properties; and other factors. Significant operating
costs include: labor and benefits, fuel, maintenance and supplies, chemicals, explosives, and outside services. Competition for
experienced mining staff continues to be an issue and has been a factor in increasing the costs of doing business. Fuel cost is
a significant cost factor at Briggs. In 2013 and 2012, diesel fuel represented approximately 22 percent and 21 percent of “Cost
of sales, excluding depreciation”, respectively.



Gold price trends indicated above reflect
global market conditions. Gold prices have averaged between $1,714 and $1,308 per ounce in each of the last eight quarters. The
gold market seems to have bounced off lower prices at the end of Second Quarter 2013 and Fourth Quarter 2013, so there is some
expectation that this rebound signals a favorable change in the cycle.



-25-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Ounces sold relate directly to operating
capacity and production. In 2013 and 2012, production was principally impacted by changes in the degree of stripping activities;
changes in mined ore grades; and disruptions related to mechanical failures of the secondary crusher, which was rebuilt in June
2012. Production statistics, inclusive of stripping ratios, grades and recoveries, and Briggs costs are discussed above under
“Briggs Mine, California” for the Company’s operating property.



Changes in total cost of sales, excluding
depreciation, by quarter have been generally consistent with changes in ounces. The average cost per gold ounce declined significantly
in both the fourth and third quarters of 2013 as ore production picked-up. A focus on stripping of the Goldtooth South pit caused
costs per gold ounce to remain at a relatively high level late in the Fourth Quarter 2012 and through the Second Quarter 2013.
Ore-mining productivity had decreased in Fourth Quarter 2012 due to reduced working space in the bottom of the Main pit, the unusual
presence of water in the Main pit, and the narrow approach to and bottleneck in the Goldtooth North Pit. Third Quarter 2012 costs
increased due to residual cost and productivity impacts from the Second Quarter 2012 failure of the secondary crusher and an unusual
cycling of high-cost wear items, primarily tires, conveyor belts, and other conveyor components. Higher-than-expected diesel fuel
prices and prices of other consumables added an additional variance in the third and fourth quarters of 2012. Costs per gold ounce
were considered relatively typical in the first and second quarters of 2012.



In 2013, the Company adjusted inventory
values to net realizable value less costs to complete the inventory, resulting in a recognized expense of $2.6 million. $1.4 million
was recognized at June 30, 2013; $0.6 million of this $1.4 million was reversed on September 30, 2013 when gold prices were higher;
and another $1.8 million was recognized on December 31, 2013.



In 2013, the Company recognized $33.1
million of impairments against long-lived, non-operating properties in various stages of development. Please see footnotes to
financial statements for a complete description.



Depreciation and amortization within cost
of sales has been consistent on a cost-per-unit basis between most quarters. However, as a Second Quarter 2013 adjustment reducing
the value of inventory to net realizable value flowed through the depreciation expense component of cost of sales in Third Quarter
2013, the average depreciation per ounce declined to $167 in that quarter. Depreciation expense per ounce in Fourth Quarter 2013
increased to $281 reflecting increased depreciation for capitalized stripping and other sustaining capital additions in recent
prior quarters.



General and administrative expenses have
also been relatively consistent between quarters. General and administrative expenses were higher in Fourth Quarter 2012, principally
due to equity compensation and Company-wide bonuses granted or paid in that period.



Exploration expenses vary directly with
projects undertaken and the degree of certainty of future benefit. In the third and fourth quarters of 2013, leaching tests and
geological and pre-feasibility studies were principally being conducted for the Mag open pit at Pinson, and Pinson-underground
was placed on care and maintenance, such costs being included with exploration expenses in the table above. Third Quarter 2012
exploration expenses were higher than in prior quarters as pre-feasibility drilling programs were undertaken at Pinson open-pit
and Columbia. Fourth Quarter 2012 exploration expenses were principally for drilling near Briggs.



The Company decreased its estimate for
future reclamation costs to be incurred for the Briggs mine and decreased the provision for that and other reclamation work by
a net $0.6 million in Fourth Quarter 2013. In Fourth Quarter 2012, the Company recognized an increase in the estimate for future
reclamation costs, principally at Kendall, and recognized a net provision of $0.4 million.



-26-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Interest expense was trending down through
and including the Second Quarter 2013 as debt was being reduced and interest on new debt, associated with the acquisition and
development of Pinson-underground, was instead capitalized. When debt, including existing general corporate debt, is used to fund
material capital projects such as the development of the Pinson mine, accounting guidance (IFRS) requires the related interest
on the debt to be capitalized as part of the cost of the project. When Pinson-underground was placed on care and maintenance at
the end of June 2013, interest incurred was expensed. In Fourth Quarter 2013, $1.1 million of loan-amendment fees, related to
the Sprott note replaced in January of 2014, was written-off effectively as interest.



Realized and unrealized gains and losses
on derivatives relate directly to market movements in the price of gold and the embedded forward sales in the 2009 Gold Bonds.
Please see descriptions of these derivatives and the 2009 Gold Bonds in the footnotes to the financial statements and in this
MD&A.



Income tax benefits and expenses recorded
relate to the current year’s results, to the deferred tax provision related to changes in longer-term projections, and to
updates in the expected use of the Company’s deferred net operating losses (NOL’s). During 2013, the Company updated
and recognized reductions of $10.3 million in its deferred tax assets (“DTA”) attributable to its US net operating
loss carryforwards and all other sources. As development efforts have been suspended for the time being for Pinson and Reward
and until the timing and magnitude of future taxable profits becomes clearer, the Company determined that there is not a sufficient
probability that future taxable profits will be available to utilize tax loss carryforwards and deductible temporary differences.



Results of Operations – Fourth
Quarter 2013 versus Fourth Quarter 2012



Atna recognized a net loss of $48.2 million,
$(0.25) per basic share, and a pre-tax loss of $37.6 million for the Fourth Quarter 2013. These quarterly results compare to net
income of $2.3 million, $0.02 per basic share, and pre-tax income of $1.7 million for the Fourth Quarter 2012. Significant elements
of the $50.5million decrease in net income and the $39.3 million decrease in pre-tax income between the two quarters are
presented below.



| | · | Gold
                                         and silver revenues decreased $5.8 million, or 35 percent, to $10.7 million in the Fourth
                                         Quarter 2013 compared to the Fourth Quarter 2012 with the gold ounces sold decreasing
                                         from 9,565 ounces to 8,115 ounces, a 15 percent decrease, and the average price realized
                                         per gold ounce sold decreasing from $1,714 to $1,310, a 24 percent decrease.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Cost
                                         of sales, excluding depreciation, and excluding impairments and adjustments to inventory
                                         valuations, was $8.0 million in Fourth Quarter 2013 and $10.3 million in Fourth Quarter
                                         2012, a decrease of $2.3 million and 22 percent. Ounces sold decreased 15 percent, so
                                         a net 7 percent decrease relates to decreased per unit costs. Few of the unfavorable
                                         conditions in Fourth Quarter 2012 persisted into Fourth Quarter 2013. In Fourth Quarter
                                         2012 ore mining productivity was relatively low due in part to: reduced working space
                                         in the bottom of the Main pit, the unusual presence of water in the Main pit, and the
                                         narrow approach to and bottleneck in the Goldtooth North Pit. There were also residual
                                         costs from Third Quarter 2012 carried forward as part of the inventory sold in Fourth
                                         Quarter 2012 that included impacts from the secondary crusher outage; an unusual cycling
                                         of high-cost wear items, primarily tires and conveyor belts; relocation and repair of
                                         the leach pad stacking system from the second lift to the third lift of the leach pad;
                                         and increasing diesel fuel prices.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A
                                         write-down of Briggs inventory value to net realizable value less costs of completion
                                         resulted in recognition of an expense of $1.8 million in Fourth Quarter 2013. The adjustment
                                         was based on the quarter-end gold price of $1,205 per ounce of gold. There was no similar
                                         adjustment in Fourth Quarter 2012.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Impairments
                                         of $33.1 million were recognized in Fourth Quarter 2013 whereas no assets were regarded
                                         as impaired in 2012. The impaired properties are all non-operating properties at various
                                         stages of development; i.e., mineral rights, exploration properties, a property on care
                                         and maintenance, and property associated with a mine in reclamation. Please see footnote
                                         to financial statements for a complete description.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-27-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



| | · | General
                                         and administrative expenses declined $0.5 million to $1.2 million in Fourth Quarter 2013.
                                         This generally reflects the absence of bonuses and the decrease in equity-compensation
                                         granted relative to those paid and granted in Fourth Quarter 2012.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $0.2
                                         million less was spent on exploration activities in Fourth Quarter 2013 than in Fourth
                                         Quarter 2012, but an additional $0.2 million was expended for the maintenance of Pinson-underground
                                         in Fourth Quarter 2013.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Site
                                         restoration expense decreased $1.0 million to a recovery $0.6 million in Fourth Quarter
                                         2013 compared to Fourth Quarter 2012, due to a decrease in estimated future Briggs reclamation
                                         costs in 2013 versus an increase in estimated future reclamation costs at Kendall in
                                         2012.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Interest
                                         expense increased $2.0 million to $2.1 million in the Fourth Quarter 2013 both as $1.1
                                         million of fees for the final Sprott loan amendment were expensed and as interest was
                                         no longer capitalized to Pinson-underground development after June 2013.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Realized
                                         and unrealized gains and losses on derivatives were a net benefit of $0.9 million in
                                         Fourth Quarter 2013, $0.3 million less favorable than in Fourth Quarter 2012. These gains
                                         and losses all followed from changes in gold-prices and the impact of these changes on
                                         the embedded derivatives in the 2009 Gold Bonds. The 2009 Gold Bonds were retired at
                                         the end of 2013.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Other
                                         income and gains and losses on asset disposals netted $0.2 million in Fourth Quarter
                                         2013 and resulted principally from gains on insurance settlements for pre-mature mechanical
                                         failures of equipment. In Fourth Quarter 2012, these gains and losses aggregated a $0.1
                                         million expense.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | During
                                         Fourth Quarter 2013, the Company updated and recognized reductions of $10.9 million in
                                         its deferred tax assets (“DTA”) attributable to its US net operating loss
                                         carryforwards and all other sources, and the Company recognized a current tax recovery
                                         of $0.3 million. In Fourth Quarter 2012, the Company recognized a deferred tax expense
                                         of $0.1 million and a current tax recovery of $0.7 million.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of December 31, 2013, cash and cash
equivalents were $0.8 million, a $2.0 million decrease since September 30, 2013. The significant elements underlying the net decrease
of $2.0 million in cash in Fourth Quarter 2013 are presented below with comparisons to Fourth Quarter 2012.



| | · | $1.5
                                         million was provided by operations in Fourth Quarter 2013, inclusive of a $0.5 million
                                         decrease in working capital, compared to approximately $4.4 million provided by operations
                                         in Fourth Quarter 2012, inclusive of a $0.8 million decrease in working capital. Decreased
                                         revenues detracted from the operating cash flows most significantly.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $1.4
                                         million was spent for mine development and to acquire capital equipment at Pinson and
                                         Briggs in Fourth Quarter 2013 compared to $8.4 million used to acquire capital equipment
                                         at Pinson and Briggs in the Fourth Quarter 2012. Expenditures for Pinson-underground
                                         in Fourth Quarter 2013 were principally for activities performed and accrued in Second
                                         Quarter 2013 before that project was placed on care and maintenance.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Other
                                         investment activities differed as follows between the two quarters:
| | - | ------------------------------------------------------------------------------------------------------------------

| | 1. | $0.7 of capitalized interest was
                                         recognized for Pinson in Fourth Quarter 2012, but no interest was capitalized in Fourth
                                         Quarter 2013.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | $0.8 million of pre-production
                                         gold sales from Pinson were netted with capital development in Fourth Quarter 2012, but
                                         no sales were completed by Pinson in Fourth Quarter 2013, having been placed on care
                                         and maintenance in June 2013.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Briggs expended $0.8 million on
                                         stripping activity assets in Fourth Quarter 2013 and nothing on the ‘production
                                         stripping’ in Fourth Quarter 2012.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Proceeds from insurance settlements
                                         and asset sales totaled $0.4 million in Fourth Quarter 2013 and $0.6 million in Fourth
                                         Quarter 2012.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $1.7
                                         million was used for the scheduled repayments of notes, 2009 Gold Bonds, and capital
                                         leases in Fourth Quarter 2013 compared to $1.5 million used for debt repayments in Fourth
                                         Quarter 2012.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Warrants
                                         and options exercised in Fourth Quarter 2012 contributed $3.5 million, whereas warrants
                                         and options exercised contributed in Fourth Quarter 2013 were nil.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-28-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Results of Operations – Year
Ended December 31, 2013 versus Year Ended December 31, 2012



Atna recognized a net loss of $49.6 million,
$(0.32) per basic share, in 2013. The loss before income tax was $39.6 million in 2013. These 2013 results compare to a net income
of $6.9 million, $0.05 per basic share, for 2012. Income before income tax was $7.1 million in 2012. Significant elements of the
$46.7 million decrease in income before income tax and the $56.5million decrease in net income between the two periods
are presented below.



| | · | Gold
                                         and silver revenues decreased $14.7 million, or 25 percent, to $45.0 million in 2013
                                         relative to 2012. Gold ounces sold decreased from 35,641 to 31,683 ounces, an 11 percent
                                         decrease, and the average price realized per gold ounce decreased from $1,667 to $1,412,
                                         a 15 percent decrease.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Cost
                                         of sales, excluding depreciation and inventory adjustments to net realizable value, decreased
                                         $2.2 million, or 6 percent, in 2013. Ounces sold decreased 11 percent, so a net 5 percent
                                         increase relates to increased per unit costs. Much of the increase in per unit costs
                                         resulted from fixed costs being spread over the decreased ounces of sales. Fewer ounces
                                         produced and sold resulted from the factors previously discussed in the Briggs-property
                                         section.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Depreciation
                                         and amortization within cost of sales decreased $1.1 million, or 13 percent, in 2013
                                         relative to 2012. The units-of-production method of calculating depreciation generally
                                         causes depreciation to vary with the ounces sold. Approximately a $0.8 million decrease
                                         in recognized depreciation expense resulted in 2013 from less depreciation being reclassified
                                         from inventory to cost of sales in the third quarter of 2013 as the depreciation associated
                                         with the inventory sold had been diminished by the June 30, 2013 write-down of inventory
                                         to its net realizable value. Please see next bullet point.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         2013, the Company recognized a write-down of $2.6 million in its inventory carrying-cost,
                                         adjusting to net realizable value less estimated costs of completion. There were no similar
                                         adjustments in 2012. At June 28, 2013, the London pm fix price was $1,192 per ounce of
                                         gold, and as Briggs’ weighted average cost per ounce was greater than this estimated
                                         net realizable value less estimated costs of completion, a $1.4 million write-down in
                                         the value of the inventory was recognized. At September 30, 2013, the London pm fix price
                                         was $1,327 per ounce of gold, and as Briggs’ weighted average cost per ounce was
                                         less than this estimated net realizable value less estimated costs of completion, consistent
                                         with IFRS guidance, the inventory value was increased by $0.6 million to its updated
                                         weighted average cost at that time. As the weighted average cost of the inventory declined
                                         in the third quarter of 2013, the adjustment from net realizable value back to weighted
                                         average cost was less in absolute terms than the original write-off. As a result, a $0.8
                                         million adjustment to net realizable value remained on the Statement of Operations after
                                         the third-quarter 2013. At December 30, 2013, the London pm fix price was $1,205 per
                                         ounce of gold, and as Briggs’ weighted average cost per ounce was greater than
                                         this estimated net realizable value less estimated costs of completion, a $1.8 million
                                         write-down in the value of the inventory was recognized. This $1.8 million write-down
                                         of inventories on-hand at year-end plus the $0.8 million net write-down carried forward
                                         from prior quarters equals the $2.6 million recognized on the Statement of Operations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | An
                                         impairment loss for non-current assets of $33.1 million was recognized at December 31,
                                         2013, whereas no impairment was recognized in 2012. $30.7 million of the loss was for
                                         the impairment of the secondary-mine development at Pinson-underground, and $2.4 million
                                         of the loss followed from fair-value adjustments for exploration properties, land, and
                                         mineral rights.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | General
                                         and administrative expenses changed little between 2013 and 2012. Increased legal and
                                         outside-service expenses were offset by the elimination of a few positions and the reduced
                                         use of consultants.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Exploration
                                         expenses decreased $1.0 million to $0.7 million in 2013. In 2012, drilling programs were
                                         undertaken at Pinson’s Mag open-pit, at Columbia, and at Briggs whereas in 2013,
                                         exploration expenses principally were incurred only for continuing studies at Pinson’s
                                         Mag open-pit.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Property
                                         maintenance expenses increased from $0 to $1.1 million in 2013, relative to 2012. These
                                         expenses principally relate to costs of winding-down Pinson-underground, placing it on
                                         care and maintenance at the end of June 2013, and maintaining Pinson-underground in the
                                         latter half of 2013. As Reward is a development project on care and maintenance pending
                                         financing and market improvements, its maintenance costs were also included in this expense-category
                                         in 2013.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-29-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



| | · | The
                                         provision for site restoration decreased $1.0 million to a recovery of $0.6 million in
                                         2013 due principally to the determination of lower estimated future costs for the reclamation
                                         of the Briggs mine.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Interest
                                         expense increased $2.1 million to $3.4 million for 2013 principally as interest was no
                                         longer capitalized to Pinson-underground development after that project was placed on
                                         care and maintenance in June of 2013. Interest expense also includes the amortization
                                         of loan discounts and in the fourth quarter of 2013 the write-off of the Sprott loan-amendment
                                         costs of $1.1 million. As noted in the Supplemental disclosures of cash flow information
                                         with the 2013 Financial Statements, interest paid decreased from $2.8 million in 2012
                                         to $2.4 million in 2013.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                         realized and unrealized gains and losses on derivatives increased income by $0.9 million
                                         in 2013, whereas in 2012 they decreased income by $0.8 million, an increase in income
                                         of $1.7 million. The influence of period-end gold prices on the embedded forward derivatives
                                         in the 2009 Gold Bonds drove these gains and losses. In 2013, a realized loss of $0.2
                                         million and an unrealized gain of $1.1 million were recognized for changes in the market
                                         value of the embedded 2009 Gold Bond derivatives. The 2009 Gold Bonds were retired, inclusive
                                         of the closure of their derivative elements, in December 2013.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Losses
                                         on the disposal of assets aggregated $0.3 million in 2013, little change from results
                                         in 2012. In 2013, losses on disposals were principally related to disposals of mineral
                                         rights. In 2012, losses on disposals were principally related to early disposals of a
                                         haul-truck engine and pond netting.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A
                                         loss of $0.1 million was realized in 2013 on the sale of investments, whereas a gain
                                         of $0.1 million was realized in 2012 on the sale of investments.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         2013, Other income was $0.6 million consisting principally of recoveries in excess of
                                         basis from insurance claims and from the sale of an exploration property. In 2012, Other
                                         income was $0.3 million and included a gain of $0.2 million realized as a result of an
                                         insurance settlement.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         2013, income tax expense was $10.0 million consisting of a $0.3 million current recovery
                                         and a $10.3 million deferred tax expense. During 2013, the Company updated and recognized
                                         reductions of $10.3 million in its deferred tax assets (“DTA”) attributable
                                         to its US net operating loss carryforwards and all other sources. As development efforts
                                         have been suspended for the time being for Pinson and Reward and until the timing and
                                         magnitude of future taxable profits becomes clearer, the Company determined that there
                                         is not a sufficient probability that future taxable profits will be available to utilize
                                         tax loss carryforwards and deductible temporary differences. In 2012, current tax expense
                                         was $0.1 million and deferred tax expense was $0.1 million.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of December 31, 2013, cash and cash
equivalents were $0.8 million, a decrease or net use of $18.5 million since December 31, 2012. The significant elements underlying
the net decrease in cash in 2013 are presented below with comparisons to 2012.



| | · | A
                                         stock offering in Third Quarter 2013 netted $5.3 million, used principally for general
                                         corporate purposes and to pay for development at Pinson. A stock offering in Third Quarter
                                         2012 netted $16.3 million. The proceeds of this stock offering were principally used
                                         toward the development of Pinson-underground.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         2013, $26.4 million was used for mine development and to acquire capital equipment principally
                                         at Pinson ($20.6 million) and Briggs ($5.1 million). In 2012, $21.7 million was used
                                         for mine development and to acquire capital equipment principally at Pinson ($16.7 million)
                                         and Briggs ($3.4 million).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Additionally,
                                         $1.2 million of interest-paid was capitalized for Pinson in 2013 whereas in 2012, $2.2
                                         million of interest-paid was capitalized for Pinson.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         2013, $6.5 million was received for Pinson ore shipments, while Pinson was in development,
                                         reducing net capital spending. In 2012, the equivalent figure for ore shipments was $1.4
                                         million.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-30-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



| | · | In
                                         2013, $3.2 million was expended on stripping activity assets at Briggs whereas in 2012,
                                         $0.5 million was expended.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $0.4
                                         million was received in 2013 and also in 2012 from insurance settlements for pre-mature
                                         mechanical-failure claims.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $8.3
                                         million was provided by operations in 2013, inclusive of a $4.0 million decrease in working
                                         capital / source of funds. This compares to $13.6 million provided by operations in 2012,
                                         inclusive of a $2.4 million increase in working capital / use of funds. The $5.3 million
                                         decrease in cash flows from operations principally resulted from decreased revenues of
                                         $14.7 million, offset to a large degree by the $6.4 million change in working capital
                                         and a $3.0 million net decrease in cash-costs.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $9.6
                                         million of cash was used for the scheduled repayments of notes, the 2009 Gold Bonds,
                                         and capital leases in 2013 compared to $5.6 million used for debt repayments in 2012.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Minor
                                         quantities of warrants and options were exercised in 2013, whereas warrants and options
                                         exercised in 2012 contributed $6.3 million.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         2013 and 2012, $0.6 million and $0.4 million, respectively, were provided by decreasing
                                         reclamation-bond security deposits in turn related to decreased collateral requirements
                                         by a surety, net of new bonding requirements.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In
                                         2013 and 2012, less than $0.1 million and $0.8 million, respectively, were provided through
                                         the sale of investments.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                         disposition of various property and equipment provided $0.7 million and $0.1 million
                                         in 2013 and 2012, respectively.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Contractual Obligations



The Company’s material undiscounted
contractual obligations as of December 31, 2013 follow.



|                             |  |       |            |  | Payments due by Period
    as of December 31, 2013 |  
|---------------------------- |  | ----- | ---------- |  | -------------------------------------------------- | -
|                             |  |       |            |  | Less than                                          |  
|                             |  | Total |            |  | 1-year                                             |  
|Long term debt obligations   |  |       | 19,006,900 |  |                                                    | $
|Finance lease obligations    |  |       | 5,842,800  |  |                                                    |  
|Operating lease obligations  |  |       | 289,000    |  |                                                    |  
|Asset retirement obligations |  |       | 7,517,300  |  |                                                    |  
|                             |  |       |            |  |                                                    |  
|Total                        |  | $     | 32,656,000 |  |                                                    | $



Based on subsequent events, specifically
a refinancing of the C$17.5 million otherwise due Sprott in 2014, this table includes the reclassification of $16.4 million from
the ‘Less than 1-year’ column to the ‘1-3 years’ column.



Off-Balance Sheet Arrangements



As of December 31, 2013 and December 31,
2012, the Company had no outstanding off-balance sheet arrangements.



Liquidity and Capital Resources



Atna expects that cash requirements over
the next 12 months can be met through a combination of a debt refinancing that occurred in January 2014; cash flow from the Briggs
operations; equipment financing; asset sales; and existing cash. Supplemental financing, if required, may be generated from the
issuance of debt; equity; new lines of credit; asset sales; or combinations thereof. The Company’s 2014 budget and recent
forecasts indicate that supplemental financing will not be required; however, this is principally contingent upon Briggs realizing
operating cash flow targets. Funding requirements could be significantly affected by the future price of gold and any unforeseen,
prolonged production disruptions at Briggs. Capital is not currently adequate to undertake significant development programs, however
drilling and development projects at Reward, Pinson-underground, Mag open-pit, and Columbia may be undertaken as funds become
available.



-31-









|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



As of December 31, 2013, the Company had
a net working capital (current assets less current liabilities) deficit of $7.0 million, however $22.0 million of working capital
was subsequently drawn in January of 2014 through a long-term note to refinance current obligations. Current assets as of December
31, 2013 included recoverable, in-process gold inventories of approximately 18,100 ounces at Briggs.



Past cash requirements were met through
the use of a combination of operating cash flows, asset sales, and debt and equity financings. In August 2011, the Company arranged
a C$20 million line of credit with Sprott to finance the acquisition of the remaining 70 percent interest of Pinson. In September
2011, the Company acquired the remaining 70 percent of Pinson for 15 million shares of common stock, $15 million in cash, and
other consideration. In February of 2012, the term of the C$20 million credit facility with Sprott was extended into 2013; and
in the first and fourth quarters of 2013, the term of the remaining credit facility of C$17.5 million with Sprott was extended
into 2014. In January 2014, the Company entered into a $22.0 million credit facility with Waterton Precious Metals Fund II Cayman,
LP (“Waterton”). The Company used this new credit facility to pay the current liability due Sprott of approximately
C$18.1 million under the Company’s existing secured credit facility, and the balance was used for general working capital
purposes including a reduction in trade payables. In September of 2012, the Company completed a C$17.25 million equity offering,
principally to complete funding for the Pinson-underground mine development. In September 2013, the Company closed a C$5.8 million
bought-deal private placement of equity netting $5.3 million in proceeds, principally used for strengthening working capital,
paying for Pinson-underground development, and general corporate purposes.



As a result of the debt refinancing in
January of 2014, whereby payment of $22.0 million of current obligations was deferred until January of 2016, the principal use
of funds anticipated within the next 12 months is the accumulation of cash to fund repayment of this debt in two years and to
fund the future development of several existing properties. The 2009 Gold Bonds obligation was repaid in full in 2013. The debt
with Sprott, including C$17.5 million in principal, was pre-paid in January 2014 via the referenced refinancing. Development of
several existing properties is on hold pending additional engineering, improvements in the gold market, and the availability of
additional financing.



With Briggs as Atna’s only operating
mine in 2013 and in 2012, net cash provided by operating activities was $8.3 million and $13.6 million, respectively. Briggs sold
31,683 ounces of gold in 2013 at an average price of $1,412 and sold 35,641 ounces of gold in 2012 at an average price of $1,667.
As mining progresses in the Goldtooth South Pit in the first half of 2014, average ore grades are expected to increase as mining
continues to depth in the high-grade Goldtooth pits. This expectation of increased ore grade is driving a higher gold production
forecast for 2014 when Briggs is expected to sell 40,000 to 45,000 ounces of gold. Pioneering work has also commenced on the Briggs
Main North Pit to provide additional ore in the second half of 2014. In 2014, Briggs is budgeted to crush and place on the leach
pad approximately 2.8 to 3.0 million tons of ore containing 60,000 to 70,000 ounces of gold. The waste stripping ratio is projected
to be 3.6 tons of waste per ton of ore. As costs are believed to be largely fixed over a relevant range of mining and processing
activities and tons, the increased production and sales volumes expected should result in a proportional reduction in the cash
cost per ounce and increased profitability. Briggs capital spending in 2014 is expected to be between $3.6 million and $4.2 million,
inclusive of equipment rebuilds expected to be financed through financing leases.



-32-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Financing Transactions



Equity Issuance: On September 24,
2013, the Company completed a bought-deal private placement conducted by Dundee Securities Ltd. and Sprott Private Wealth LP by
issuing 36.4 million common shares for gross proceeds of C$5.8 million and net proceeds of $5.3 million.



On September 12, 2012, the Company completed
a short-form prospectus financing and issued 17.25 million common shares for gross proceeds of C$17.25 million and net proceeds
of C$16.0 million. In addition, the Company issued a total of 1,035,000 brokers’ warrants with an exercise price of C$1.00
and an eighteen-month term. The warrants were determined to have a fair value at the time of issuance of C$0.3 million.



In 2012, the Company issued 8.5 million
shares upon the exercise of outstanding warrants at C$0.70 per share providing $6.0 million and issued 1.3 million shares upon
the exercise of vested options providing $0.3 million. No warrants and few options were exercised in 2013. Options and Restricted
Stock Units (“RSU’s”) are granted and issued in accordance with the Company’s compensation plans. Exercises
of warrants and options and issuances of RSU’s are summarized in the table below for 2013 and 2012.



In connection with extensions and amendments
to the Sprott Loan, the Company in 2013 issued 7.2 million shares with a value of $1.5 million for fees and in 2012 issued 0.6
million shares for fees with a value of $0.6 million.



A roll-forward of the Company’s
common shares outstanding as of December 31, 2013 follows.



|                                       |  | Number of |            
|-------------------------------------- |  | --------- | -----------
|                                       |  | Shares    |            
|Balance, beginning of the period       |  |           | 144,989,922
|Sprott credit agreement and amendments |  |           | 7,237,740  
|Option exercises                       |  |           | 150,544    
|Restricted shares                      |  |           | 1,143,938  
|Equity Offering                        |  |           | 36,400,000 
|                                       |  |           |            
|Balance, end of the period             |  |           | 189,922,144



As of March 14, 2014; 190,280,597 common
shares were outstanding.



Subsequent to year-end 2013, in January
2014, as part of the consideration for structuring a new credit facility, Atna, after receipt of approval from the TSX, issued
to Waterton 10,000,000 non-transferable common-share purchase-warrants (the “Lender Warrants”). Each Lender Warrant
entitles Waterton to acquire one common share of the Company at an exercise price of C$0.25 per common share for a period of three
years expiring on January 31, 2017. The Lender Warrants are subject to a four-month hold period in Canada.



Debt Issuance: In 2013 and 2012,
capitalized leases and equipment-financing notes of $5.8 million and $3.2 million, respectively, were issued for mining equipment.
In 2013 and 2012, principal repayments for capitalized leases and equipment-financing notes aggregated $3.5 million and $1.9 million,
respectively.



In February of 2012, March of 2013, and
October of 2013, Atna and Sprott agreed to amend and extend the existing C$20 million credit facility, such facility having been
reduced to C$17.5 in February of 2013 via a C$2.5 million repayment. The $1.1 million balance of capitalized loan origination
and amendment fees related to the Sprott Loan were written-off to interest expense in December of 2013 in the expectation of closing
the credit facility next described.



-33-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



On January 31, 2014, the Company entered
into a $22.0 million credit facility agreement (the “Agreement”) with Waterton Precious Metals Fund II Cayman, LP
(“Waterton”). The Company used this new credit facility to pay the current liability due Sprott of approximately C$18.1
million under the Company’s existing secured credit facility, and the balance for general working capital purposes including
a reduction in trade payables. Under the terms of the Agreement, the credit facility is a non-revolving, senior secured facility,
that bears interest at a coupon-rate of 10% per annum and matures on the earlier of (i) the date that is 24 months following the
date of the Agreement (or if the facility has been accelerated in the event of a default, the date on which Waterton demands repayment),
and (ii) the date all amounts owing under the credit facility are voluntarily or mandatorily prepaid in full, without a repayment
penalty. On the maturity date, Atna will pay to Waterton (i) a cash fee equal to 5% of the credit facility, and (ii) if the payment
date occurs on or after the first anniversary of the date of the Agreement, the Company will pay an additional cash fee equal
to 5% of the credit facility less any prepayments made during the first 12 months of the Agreement. As consideration for structuring
the credit facility, Atna paid to Waterton a cash structuring fee of US$440,000 and issued to Waterton 10,000,000 non-transferrable
common share purchase warrants, previously described.



Assets owned by Atna in Canyon Resources
Corp. (CRC) and assets owned by CRC in CR Briggs Corporation, CR Montana Corporation, CR Reward Corporation, and Atna Resources
Inc. were pledged as security against the Waterton Loan. Covenants also restrict equipment financings to $12 million, preclude
the issuance of new debt (other than Permitted Debt), and require Waterton’s consent for material asset sales. The loan
origination costs were capitalized and will be amortized over the minimum contractual life of the loan facility.



2009 Gold Bonds Payable: On December
9, 2009, the Company closed a private placement of $14.5 million of Gold Bonds (the “2009 Gold Bonds”). The 2009 Gold
Bonds matured and were retired in December 2013. The 2009 Gold Bonds had an annual interest rate of 10 percent and were redeemed
in quarterly installments, each equivalent, inclusive of their derivative element, to the market value of 814 ounces of gold per
quarter based on a closing gold price ten trading days prior to the end of each quarter.



The Company recorded an initial discount
on the 2009 Gold Bonds of $1.8 million. The discount was comprised of $1.2 million of transaction costs associated with the 2009
Gold Bonds and the $0.6 million initial fair value of the embedded derivative. The embedded derivative called for the forward
sale of 814 ounces of gold per quarter through December 31, 2013 at a price of $1,113, the spot price of gold at the time the
bonds were issued. The fair value of the embedded derivative fluctuated 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. Principal repayments,
exclusive of the derivative elements, were $3.6 million both 2013 and 2012. Other financial metrics related to the 2009 Gold Bonds
follow.



-34-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



|                                         |  | As of December 31, 
    2013 |   |  | As of December 31,
    2012 |  
|---------------------------------------- |  | ---------------------------- | - |  | --------------------------- | -
|Current gold bond derivative liability   |  | $                            | - |  |                             | $
|Long-term gold bond derivative liability |  |                              | - |  |                             |  
|Total gold bond derivative liability     |  | $                            | - |  |                             | $
|                                         |  |                              |   |  |                             |  
|Current gold bond liability              |  | $                            | - |  |                             | $
|Long-term gold bond liability            |  |                              | - |  |                             |  
|Total gold bond liability                |  | $                            | - |  |                             | $



|                                            |  | Twelve Months 2013 |           |   | Twelve Months 2012 |  
|------------------------------------------- |  | ------------------ | --------- | - | ------------------ | -
|Realized loss on gold bond derivatives      |  | $                  | (197,000  | ) |                    | $
|Unrealized gain on gold bond derivatives    |  | $                  | 1,080,800 |   |                    | $
|Interest on gold bond liabilities           |  | $                  | (226,600  | ) |                    | $
|Bond discount amortized as interest expense |  | $                  | (130,200  | ) |                    | $



Investing Transactions



Disposition of Assets: In 2013
and 2012, the Company received less than $0.1 million and $0.8 million, respectively, in cash for investments sold. The investments
sold were principally stock in other mining companies acquired in exchange for joint venture or property option interests.



In 2013 and 2012, the Company received
$0.7 million and $0.1 million, respectively, in cash for property and equipment sold. Principally, the sales were of redundant
equipment. In 2013, the Company received $0.4 million from settlements of two insurance claims related to pre-mature mechanical
failures of crushing equipment and $0.6 million from the reduction in collateral for reclamation surety bonds.



In 2012, the Company received $0.4 million
from the settlement of an insurance claim related to the pre-mature mechanical failure of the secondary crusher at Briggs and
$0.4 million from the reduction in collateral for reclamation surety bonds.



Capital Expenditures:Cash expended
for mine development and capital purchases in 2013 and 2012 was $26.4 million and $21.7 million, respectively. These capital expenditures
were principally for development of Pinson-underground in both years, stripping of the Goldtooth South pit at Briggs in 2013,
and crusher improvements at Briggs in 2012. Additionally, in 2013 and 2012, capitalized interest of $1.2 million and $2.2 million,
respectively, were paid for financing and development of Pinson-underground. Capital spending was reduced by $6.5 million and
$1.4 million, respectively in 2013 and 2012, as a result of ore sales by Pinson-underground. $3.2 million was expended in 2013
for stripping activity assets at Briggs, whereas $0.5 million was expended in 2012.



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



-35-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



Outstanding Warrants



The following table summarizes brokers’
warrants outstanding as of December 31, 2013.



|                |  | Remaining     |     |  |                |      |      | Underlying | 
|--------------- |  | ------------- | --- |  | -------------- | ---- | ---- | ---------- | 
|Expiration Date |  | Life in Years |     |  | Exercise Price |      |      | Shares     | 
|                |  |               |     |  |                |      |      |            | 
|March 11, 2014  |  |               | 0.2 |  |                | CAD$ | 1.00 |            | 



As of the reporting date, March 14, 2013;
none of the above 1,035,000 warrants had been exercised and all had expired. As previously described, 10,000,000 non-transferable
common share purchase warrants were issued to Waterton in January 2014.



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 reclamation bonds and cash with these agencies in the amount of $4.4 million
of which $4.3 million are reclamation bonds supported by a surety. Restricted cash held as collateral by the surety and a government
agency amounts to $1.3 million.



The total bonding requirement for Reward
was determined to be $6.2 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 has placed $0.3
million into a collateral account related to the surety bond. The remaining $5.3 million in bonding is not expected to be required
until mine development is continued.



The total bonding requirement for Pinson
is roughly $1.7 million of which Atna has already placed one bond of $0.8 million. The Company has placed $0.2 million into a
collateral account related to the surety bond. The remainder of the bonds, approximately $0.9 million, is pending review Federal
and State agencies, and is expected to be placed in 2014.



The Company has on deposit with the MDEQ
$2.3 million in an interest-bearing account for reclamation at the Kendall Mine. The Company placed an additional bond of $0.2
million with the MDEQ in 2012 as a special purpose bond in connection with the 2011 approval of the final leach pad capping plan.
The surety of the latter bond is holding $0.1 million in collateral.



Columbia and Clover, combined, have placed
another $0.2 million in reclamation bonds and have approximately $0.1 million in collateral on deposit with the surety.



Related Party Transactions



During 2013 and 2012, and through the
Report Date, the Company had no related party transactions.



-36-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



Financial Instruments



Held-to-maturity investments, loans, receivables
and other financial liabilities are measured at amortized cost. Held-for-trading financial assets and liabilities and available-for-sale
financial assets are measured at fair value. Derivative financial instruments are classified as held-for-trading and are recorded
at fair value, unless exempted as a normal purchase and sale arrangement. Changes in fair value of derivative financial instruments
are recorded in earnings unless the instruments are designated and meet the requirements for accounting treatment as a hedge.
The Company has not designated its derivative contracts as hedges and therefore does not employ hedge accounting. The Company
has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies as of the balance
sheet dates; however, considerable judgment is required to develop these estimates. Realized gains and losses on financial instruments
are disclosed within operating cash flow.



The three levels of the fair value hierarchy
are:

| | · | Level
                                         1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
| | - | ----------------------------------------------------------------------------------------------------------------------------------

| | · | Level
                                         2 – Inputs other than quoted prices that are observable for the asset or liability
                                         either directly or indirectly; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Level
                                         3 – Inputs that are not based on observable market data.
| | - | -------------------------------------------------------------------------------------------------------



-37-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



The following table provides a comparison
of fair values and carrying values as of December 31:



|                                         |  |                      |  |       |     |  | 2013       |   |            | 2012     | 
|---------------------------------------- |  | -------------------- |  | ----- | --- |  | ---------- | - | ---------- | -------- | 
|                                         |  |                      |  |       |     |  | Estimated  |   |            | Carrying | 
|                                         |  | Category             |  | Level |     |  | Fair Value |   |            | Value    | 
|                                         |  |                      |  |       |     |  |            |   |            |          | 
|Financial assets:                        |  |                      |  |       |     |  |            |   |            |          | 
|Cash and cash equivalents                |  | Available-for-sale   |  |       | N/A |  |            | $ | 789,900    |          | 
|Restricted cash                          |  | Loans and receivable |  |       | 1   |  |            |   | 4,319,400  |          | 
|Total financial assets                   |  |                      |  |       |     |  |            | $ | 5,109,300  |          | 
|                                         |  |                      |  |       |     |  |            |   |            |          | 
|Financial liabilities:                   |  |                      |  |       |     |  |            |   |            |          | 
|Accounts payable and accrued liabilities |  | At amortized cost    |  |       | N/A |  |            | $ | 7,196,300  |          | 
|Derivative liabilities                   |  | Held-for-trading     |  |       | 2   |  |            |   | -          |          | 
|Notes payable                            |  | At amortized cost    |  |       | 2   |  |            |   | 19,006,900 |          | 
|Gold bonds, net of discount              |  | At amortized cost    |  |       | 2   |  |            |   | -          |          | 
|Finance leases                           |  | At amortized cost    |  |       | N/A |  |            |   | 5,842,800  |          | 
|Total financial liabilities              |  |                      |  |       |     |  |            | $ | 32,046,000 |          | 



The value of warrants issued by the Company
is a non-recurring, fair value estimate determined using Level 3 inputs. The brokers’ warrants issued in 2012 were determined
to have a fair value of C$0.3 million using a Black-Scholes model and based on the Company’s share price at issuance, an
expected life of 1.5 years, expected volatility of 55 percent, and a risk-free rate of 0.22 percent.



Thefollowing table presents the
Company’s nonfinancial liabilities that were measured at fair value on a recurring basis by level within the fair value
hierarchy as of December 31:



|                             |  | 2013    |   |  | 2012    |  
|---------------------------- |  | ------- | - |  | ------- | -
|                             |  | Level 1 |   |  | Level 2 |  
|                             |  |         |   |  |         |  
|Liabilities:                 |  |         |   |  |         |  
|Asset retirement obligations |  | $       | - |  |         | $



The Company uses estimated amounts and
timing for expected future reclamation costs, the current market-based discount rate in consideration of the risks specific to
the liability, and other assumptions to determine AROs. Accordingly, the ARO fair value is based on unobservable pricing inputs
and is included within the Level 3 fair value hierarchy. There were no Level 1 or Level 2 fair value estimates.



Derivatives



As of December 31, 2013, the Company owned
an immaterial set of call options. Other than the embedded forward sales contracts within the 2009 Gold Bonds, with one exception,
no other derivatives were utilized in 2013 and 2012. In October 2013, the Company placed hedges to cover the sale of 2,600 gold
ounces in the first quarter of 2014. These hedges set a floor on the sales price of $1,300 per ounce and set call-price participation
at $1,425 per ounce. These hedges were a combination of forward sales at a discount and call options purchased with the discount
to set a price at which the Company again profits from upward movements. In December 2013, the Company exercised the forwards
early, securing the $1,300 price per ounce when the spot rate was below this level, and retained the call options.



The Company’s open hedge positions
as of December 31, 2012 consisted solely of those embedded in the 2009 Gold Bonds. The 2009 Gold Bonds were repaid by delivering
814 gold ounces per quarter through and including December 2013.



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|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



The Company’s policy is to not hedge
more than 50 percent of projected production and to retain a 25 percent production reserve tail. At December 31, 2013 and 2012,
the outstanding hedge positions covered, to some degree, less than 6 percent and less than 9 percent, respectively, of the annual
forward looking gold production from Briggs.



Financial Risk Management



The Company is exposed to a number of
financial risks including market risks, credit risks and liquidity risks. Market risks include commodity price risk, security
price risk, foreign exchange risk, and fair value interest rate risk. The Company has risk management policies and programs that
involve senior management and when appropriate, the Board of Directors of the Company (the “Board”). The main purpose
of these policies and programs is to manage cash flow and raise financing as required and in a timely fashion for the Company’s
development programs. The Company may use various financial instruments to manage related risks. It is the Company’s policy
that no trading in derivatives for speculative purposes shall be undertaken.



Gold price risk: The Company’s
primary product is gold. The value of the Company’s inventory and long-lived assets, its earnings and its operating cash
flows are significantly impacted by the market price of gold. The market 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.



For 2013, if the price of gold averaged
10 percent higher or lower per ounce, the Company would have recorded an increase or decrease in revenue of approximately $4.5
million, respectively. For 2012, if the price of gold averaged 10 percent higher or lower per ounce, the Company would have recorded
an increase or decrease in revenue of approximately $6.0 million, respectively.



The Company may enter into gold derivative
contracts (hedges) to mitigate the impacts of lower gold prices on its operations. Management and the Board 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. The gold derivative
contracts may include the purchase of put options and the sale of call options, which in some cases are 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.



2,600 call-options, participating at $1,425
per gold ounce and having maturity dates throughout first quarter 2014, were held at December 31, 2013; and these had an immaterial
fair value. The only derivative contracts existing as of December 31, 2012 were embedded forward gold sales in the 2009 Gold Bonds.



Liquidity risk: Liquidity
risk represents the risk that the Company cannot fund its current operations and obligations. This risk arises in turn primarily
from operating and business risks that have the potential to disrupt cash flows, inclusive of risks of material changes in gold
prices, production schedules and outputs, operating costs, spending on or timing of development, and changes in regulations. Cash
flow forecasting is performed regularly in aggregate for the Company with the objective of managing operating, investing, and
financing cash flows to maintain a continuity of funding.



-39-









|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For
    the Year Ended December 31, 2013



Economic factors beyond the Company’s
control may also make additional funding temporarily unavailable. Should cash flows from operations and existing cash be insufficient
to meet current obligations, refinancing of debt obligations, the sale of assets, or an equity issuance would be necessary, and
there is no assurance that such financing activities would be successful.



A new covenant in the third amendment
to the Sprott credit agreement, entered in October of 2013, reduced permitted equipment financing to $10.5 million through December
31, 2013 and to $10.0 million for periods in 2014 through the loan expiration date of November 31, 2014. The subsequent refinancing
with Waterton permits up to $12 million of equipment financing.



The Sprott Loan, as amended in October
2013, precluded additional borrowing, except for Permitted Encumbrances. The Sprott Loan could be terminated early, however as
amended, an early prepayment fee of 2 percent was due Sprott. The subsequent refinancing with Waterton also precluded additional
borrowing, and allows early prepayments without incurrence of a prepayment fee.



Sprott required security interests principally
in the Briggs Mine and Pinson Mine. In the subsequent refinancing, Waterton required security interests in these two mines and
in Reward and Columbia.



The table below summarizes the maturity
profile of the Company’s financial liabilities based on contractual undiscounted payments as of the dates indicated. In
both 2013 and in 2012, extensions and refinancing subsequent to year-ends of note obligations have been reclassified to
the later appropriate columns. The amounts shown are based on payment obligations and exclude unamortized discounts with which
these amounts are combined on the balance sheets.



|                           |  |       |            |  | Payments due by Period
    as of December 31, 2013 |  
|-------------------------- |  | ----- | ---------- |  | -------------------------------------------------- | -
|                           |  |       |            |  | Less than                                          |  
|                           |  | Total |            |  | 3  months                                          |  
|Trade and other payables   |  | $     | 7,196,300  |  |                                                    | $
|Finance lease obligations  |  |       | 5,842,800  |  |                                                    | $
|Long term debt obligations |  |       | 19,006,900 |  |                                                    | $
|                           |  |       |            |  |                                                    |  
|Total                      |  | $     | 32,046,000 |  |                                                    | $



|                                 |  |       |            |  | Payments due by Period
    as of December 31, 2012 |  
|-------------------------------- |  | ----- | ---------- |  | -------------------------------------------------- | -
|                                 |  |       |            |  | Less than                                          |  
|                                 |  | Total |            |  | 3  months                                          |  
|Trade and other payables         |  | $     | 7,163,500  |  |                                                    | $
|Finance lease obligations        |  |       | 3,330,900  |  |                                                    |  
|Derivative financial instruments |  |       | 1,733,500  |  |                                                    |  
|Long term debt obligations       |  |       | 26,601,400 |  |                                                    |  
|                                 |  |       |            |  |                                                    |  
|Total                            |  | $     | 38,829,300 |  |                                                    | $



Capital management: The
primary objective of the Company’s capital management is to maintain healthy capital ratios in order to support its operations
and development, limit the risks of default on debt obligations, and maximize shareholder value. The Company manages its capital
structure and makes adjustments to it in light of business and economic conditions. To date, the Company has not declared or paid
any dividends. The Company has issued new shares and may again in order to maintain or adjust its capital structure. The Company
has the practice of developing its mines at a controlled and measured pace in order to manage financial leverage. Management principally
considers the debt to total asset ratio as a measure of financial leverage and overall capital structure; such ratio being 32
percent at December 31, 2013 after recognizing the impacts of impairments of long-lived assets and 27 percent at December 31,
2012. Long-term cash flow forecasts are prepared at least annually for the Company with the objective of managing debt levels,
rates of development, and the long-term capital structure.



-40-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



Foreign exchange risk: A
debt obligation of C$17.5 million was denominated in Canadian dollars as of December 31, 2013. Otherwise, the Company’s
assets, liabilities, revenues and costs are primarily denominated in USD, and not significantly impacted by foreign exchange risks.
When this debt was refinanced on January 31, 2014, the exchange rate was 1.1178 CAD/USD and the value in USD was $15.7 million.



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 US dollar and the Euro. Foreign exchange may therefore have a significant indirect impact upon the Company.



Credit and customer risks:
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 is subject to concentrations
of credit risk in connection with maintaining its cash balances primarily in U.S. and Canadian financial institutions in amounts
in excess of levels insured by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance Corporation. Restricted
cash held as collateral against surety bonds is invested by the surety-trustee in certificates of deposit and US Treasury instruments.



Sales of gold by Briggs expose the Company
to the credit risk of nonpayment by the buyer. Briggs sells all of its gold to one or two customers with payment terms of 0 to
14 days. At any one time, the level of receivable is usually less than two percent of the Company’s total annual revenues.
Due to the global and liquid markets for gold, geographic and customer concentrations are considered to pose immaterial risks.



Pinson-underground is presently on care
and maintenance. When it resumes development and operations and to the extent it sells ore and doré, distinguished from
gold sales by Briggs, and generates trade receivables, credit risk will arise. Pinson has a life-of-mine contract to place, at
its option, sulfide ore with a separate third-party processor, Barrick Gold Corporation (“Barrick”), who will also
buy the resultant doré under agreed upon terms.



To date, the Company has undertaken little
credit risk with counter-parties for hedges, however this risk may increase in the future to the extent more hedging is undertaken
or prices of the underlying commodities vary more dramatically during the term of the hedges.



Equity securities price risk:
The Company is exposed to equity securities price risk because of investments held as available-for-sale. These securities have
typically been received in payment from joint venture or other business partners for obligations due. The fair value balances
of available-for-sale securities at December 31, 2013 and December 31, 2012 were $56,400 and $83,900, respectively, representing
the maximum potential losses from changes in prices of equity investments.



Fair value interest rate risk:
The Company has only entered into debt agreements with fixed interest rates. Fixed interest rates expose the Company to fair value
interest rate risks. There is the qualitative risk that a fixed rate liability will become uncompetitive in the future as market
rates decline or the Company’s credit position improves. There is a quantitative risk that the interest rate will increase
upon refinancing of debt obligations in the future as market rates increase or the Company’s credit position deteriorates.
The Company’s other qualitative interest rate risk arises from the mismatch of fixed rate liabilities and floating rate
assets. Management of the fair value interest rate risk involves taking into consideration the duration of debt agreements, refinancing
penalties, options to renew existing positions, the availability of floating–rate debt and other alternative financing.



-41-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



Stock Options



The following table summarizes the stock
options outstanding and exercisable as of December 31, 2013.



|Exercise Price CAD |       |  | Options Outstanding |   |      | Options Exercisable | 
|------------------ | ----- |  | ------------------- | - | ---- | ------------------- | 
|Low                |       |  | High                |   |      | Quantity            | 
|$                  | 0.105 |  |                     | $ | 0.33 |                     | 
|                   | 0.34  |  |                     |   | 0.70 |                     | 
|                   | 0.71  |  |                     |   | 0.92 |                     | 
|                   | 0.93  |  |                     |   | 1.07 |                     | 
|                   | 1.08  |  |                     |   | 1.16 |                     | 
|                   |       |  |                     |   |      |                     | 
|$                  | 0.105 |  |                     | $ | 1.16 |                     | 



Disclosure Controls and Procedures
and Internal Controls over Financial Reporting



The Company's president and chief executive
officer and vice president and chief financial officer have designed, or caused to be designed under their supervision, disclosure
controls and procedures (“DC&P”) to provide reasonable assurance that: (i) material information relating to the
Company is made known to them by others within the organization in a timely manner; and (ii) information required to be disclosed
by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is
recorded, processed, summarized and reported within the time period specified in securities legislation.



The chief executive officer and chief
financial officer of the Company have designed, or caused to be designed, under their supervision, internal controls over financial
reporting (“ICFR”) and have caused these controls to operate effectively under their supervision in order to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with IFRS.



There has been no change in the Company’s
DC&P or ICFR that occurred during 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s
DC&P or ICFR. Internal and external audit tests were performed in 2013 providing reasonable assurance of the effectiveness
of the Company’s DC&P or ICFR. The Company and the certifying officers have concluded that DC&P and ICFR were effective
in 2013.



Because of their inherent limitations,
ICFR and DC&P may not prevent or detect misstatements, errors or fraud. Control systems, no matter how well conceived or operated,
can provide only reasonable, not absolute, assurance that the objectives of the controls are met.



Corporate Governance



Management of the Company is responsible
for the preparation and presentation of the consolidated financial statements and notes thereto, Management Discussion and Analysis
(“MD&A”) and other information contained in public reports. Additionally, it is management’s responsibility
to ensure the Company complies with the laws and regulations applicable to its activities.



-42-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



The Company’s management is held
accountable to the Board. Directors are elected to the Board by the shareholders of the Company on an annual basis. The Board
is responsible for reviewing and approving the annual audited consolidated financial statements and MD&A. Responsibility for
the review and recommendation to the Board of approval of the Company’s quarterly unaudited interim condensed financial
statements and MD&A is delegated by the Board to the Audit Committee, which is comprised of three directors, all of whom are
independent of management. Additionally, the Audit Committee pre-approves audit and non-audit services provided by the Company’s
auditors.



The auditors are appointed annually by
the shareholders of the Company to conduct an audit of the financial statements in accordance with IFRS. The external auditors
have complete access to the Audit Committee to discuss the audit, financial reporting and related matters resulting from the annual
audit as well as assist the members of the Audit Committee in discharging their corporate governance responsibilities.



Executive officers of the Company are
retained under Employment Agreements. These Agreements have a one-year term and are automatically renewable unless the Company
provides notification that the contract will not be renewed at least 60 days prior to the end of the Term.



Financial Accounting Standards that
May Impact the Company



IFRS 9 – Financial Instruments– On November 12, 2009, the IASB issued IFRS 9 Financial Instruments as the first step in its project to replace
International Accounting Standard (“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 additional 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. Although early
adoption is permitted, in December 2011, the IASB issued an amendment that adjusted the mandatory effective date of IFRS 9 from
January 1, 2013 to January 1, 2015. The Company has early adopted IFRS 9 and determined it had no impact on the Company’s
consolidated financial statements.



IFRS 36 Amendments – Recoverable
Amount Disclosures for Non-Financial Assets –The ISAB issued amendments to IAS 36 Recoverable Amount Disclosures for
Non-Financial Assets. The amendments to IAS 36 clarify the IASB’s original intention that the scope of the disclosures is
limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal. The amendments to IAS
36 must be applied starting January 1, 2014, with early adoption permitted when the Company has already applied IFRS 13. The Company
has early adopted the amendments to IAS 36.



Critical Accounting Estimates



Management is required to make estimates
and judgments that affect the amounts reported in the Company’s financial statements and related disclosures. By their nature,
these estimates and judgments are subject to measurement uncertainty and the effect on the financial statements of changes in
such estimates and judgments in future periods could be significant.



-43-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



The more significant areas requiring the
use of management estimates and assumptions relate to mineral reserves that are the basis for future cash flow estimates and units-of-production
amortization; distinguishing deferred stripping costs related to development and production from routine mining costs; future
cash flow estimates and costs affecting net-realizable-values of inventory, long-term asset impairments, and liquidity; the recoverability
and timing of gold production from the heap leach process affecting gold inventories; environmental, reclamation and closure obligations;
fair value of share-based compensation; fair value of financial instruments and nonmonetary transactions; future profitability
affecting deferred tax assets and liabilities; useful lives of assets and asset depreciation rates.



Risks and Uncertainties



Mining is a competitive and capital intensive
business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only
from the failure to discover mineral deposits but from finding mineral deposits, which, though present, are insufficient in quantity
and quality to return a profit from production. The extraction of minerals acquired or discovered by the Company may be affected
by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as the worldwide
economy, the price of gold and other minerals, the proximity and capacity of processing facilities, and such other factors as
government regulation, including regulations relating to royalties, changes in taxation rates, increased fees, allowable production
methods, controls over importing and exporting minerals, and environmental regulations, any of which could result in the Company
not receiving an adequate return on invested capital.



The mining industry in general is intensely
competitive and there is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market
will exist for their sale. Factors beyond the control of the Company may affect the marketability of any mineral occurrences discovered.
The price of gold and silver has experienced volatile and significant movement over short periods of time, and is affected by
numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation
or deflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities,
including exchange traded funds, changes in supply due to new discoveries, and improved mining and production methods.



All phases of the Company’s operations
are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving
in a manner which 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 regulations, if any, will not adversely affect the Company’s
operations or its ability to develop its properties economically or in a timely fashion. Before production may commence on any
property, the Company must obtain regulatory and environmental approvals and permits. There is no assurance such approvals and
permits will be obtained on a timely basis, if at all. Costs of compliance with environmental and other regulations may reduce
profitability, or preclude the economic development of a property.



In those jurisdictions where the Company
has property interests, the Company makes a search of mining records in accordance with mining industry practices to confirm satisfactory
title to properties in which it holds or intends to acquire an interest, but does not obtain title insurance with respect to such
properties. There is the possibility that title to one or more of its properties might be defective because of errors or omissions
in the chain of title. The ownership and validity of mining claims and concessions are often uncertain and may be contested. The
Company is not aware of any challenges to the location or area of its mineral claims. There is no guarantee, however, that title
to the Company’s properties and concessions will not be challenged or impugned in the future. The properties may be subject
to prior unregistered agreements or transfers, and title may be affected by undetected defects.



-44-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



The business of mineral exploration and
extraction involves a high degree of risk and very few properties ultimately achieve commercial production. The ability of the
Company to replace production in the future is dependent on its ability to conduct exploration, development and mining operations.
The Company may need to raise capital through the use of equity, debt, asset sales, joint ventures, or by other means in order
to fund exploration, development and mining operations. In turn, the Company’s ability to raise capital depends in part
upon the market’s perception of its management and properties, but also upon the price of gold and silver and the marketability
of the Company’s securities. Servicing existing debt, previously incurred to finance projects, may hamper the Company’s
ability to invest in new projects and obtain new financing. There is no assurance that the Company’s production activities
or financing activities will be successful in providing the funds necessary to fund ongoing business activities.



Recovery of gold and silver from ore is
impacted by many factors that create uncertainty. Factors impacting gold and silver recovery include variation in crushed-ore
size, ore grade, rock type, solution concentration, lime addition, temperature, rainfall, irrigation time, pressure stripping,
refining, timely implementation of ore placement on the leach pad, third party ore processing limitations or constraints, ability
to deliver ores to third parties, and other associated factors. The cost structure of recovering metal is also impacted by numerous
variables including ore grade and recovery, fuel and consumable costs, labor and benefit costs, equipment operating and maintenance
costs and numerous other factors. Other production risk factors may include labor strife, slope or roof failure, lack of skilled
labor and management, equipment failures, availability of mining equipment, availability of consumables, weather and other operational
factors.



The Company operates in the US. As such,
the Company’s business is subject to regulation by numerous county, state and federal regulatory agencies that include,
but are not limited to, Mine Safety and Health Administration (“MSHA”), US Department of Occupational Safety and Health
(“OSHA”) Department of the Interior, Bureau of Land Management (“BLM”), US Forest Service (“USFS”)
US Department of Alcohol Tobacco and Firearms (“BATF”), US Department of Homeland Security, US Environmental Protection
Agency (“EPA”), US 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”),
Inyo County California, Nye County Nevada, and Humboldt County Nevada. US legislation is trending toward giving regulatory agencies
increased power and rights to require stricter standards and enforcement, levy increased fines and penalties for non-compliance,
and to require a heightened degree of responsibility for companies, officers, directors and employees. There is no assurance that
stricter standards and future changes in regulation, if any, will not adversely affect the Company’s operations.



Another form of regulatory risk is the
potential change in income, severance, or other tax rates and laws that could reduce future profitability and impair deferred
tax assets. The Company has only taken more-likely-than-not positions in determining its deferred tax assets.



The Company may enter into gold hedging
contracts in order to protect the future operating cash flows of its Briggs Mine. The Company also enters into purchase agreements
for its future diesel fuel consumption that may protect against the increasing cost of diesel fuel. The Company’s goal is
to protect the Company’s cash flows from declining gold prices or increasing diesel prices. The Company’s primary
risk related to gold hedging may result from a shortfall of expected gold production that may compound the potential reduction
in cash flows. 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 from 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 increased gold prices or could increase diesel costs during periods of low diesel prices.



For additional information on risk factors,
please refer to the risk factors section of the Company’s 20-F for 2013, which can be found on SEDAR at www.sedar.com.



-45-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



Forward-Looking Statements



This MD&A and the documents incorporated
by reference herein contain “forward-looking statements” within the meaning of applicable securities legislation.
These “forward-looking statements” are based on projections, expectations and estimates as of the Report Date of this
MD&A or, in the case of documents incorporated by reference herein, as of the date of such documents. Forward-looking statements
are provided for the purpose of providing information about management’s expectations and plans related to the future. All
of the forward-looking statements made in this MD&A are qualified by these cautionary statements.



Forward-looking statements may include,
but are not limited to, statements with respect to the future price of gold and silver, the estimation of mineral reserves and
resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, anticipated costs
of production, estimated capital expenditures, estimated net present values, estimated internal rates of return, estimated development
activities, mine development plans, currency fluctuations, requirements for additional capital, government regulation of mining
operations, environmental risks or claims, the anticipated use of proceeds from financings, anticipated capital spending and liquidity,
the timing of commencement of commercial production, drilling schedules and potential results thereof, granting of permits and
approvals, and the timing and potential results of studies and reports. In certain cases, forward-looking statements can be identified
by the use of words such as “plans”, “is planned”, “expects” or “does not expect”,
“is expected”, “is designed”, “budget” or “budgeted”, “scheduled”,
“estimates”, “projects”, “forecasts”, “contemplates”, “continue”,
“targets”, “targeted”, “intends”, “anticipates” or “does not anticipate”,
or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”.



In particular, this MD&A and other
documents incorporated by reference herein contain forward-looking statements pertaining to the following:

| | · | Any
                                         projections of earnings, revenues, synergies, costs and cost savings, cash flows, liquidity,
                                         capital spending, and other financial items;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Any
                                         projections of production, recoveries, stripping ratios, conversions of resources to
                                         reserves, operational efficiencies and inefficiencies, and other operating items;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Any
                                         projections that new financing can be obtained upon commercially acceptable terms given
                                         market and economic conditions at the time;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Any
                                         statement of the plans, strategies, objectives, and goals of management for future operations,
                                         including the development of the Pinson-underground, Pinson open-pit, Reward, Cecil-R,
                                         and Columbia gold mining projects and initial commercial production at the Pinson-underground
                                         mine;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | · | Any
                                         statements of belief or intent ; 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 in the sections
of this MD&A entitled “Financial Risk Management”, “Critical Accounting Estimates” and “Risks
and Uncertainties” and in the Company’s Annual Report on Form 20-F for the year ended December 31, 2013, as well as
the Company’s other filings with Canadian Securities Administrators and the SEC:

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

| | · | Risks
                                         relating to the Company’s ability to generate material revenues or obtain adequate
                                         financing or its planned exploration and development activities;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



| | · | Actual
                                         results of current exploration activities;
| | - | ------------------------------------------------------------------------------------------

| | · | Conclusions
                                         of economic evaluations;
| | - | -----------------------------------------------------------------------------

| | · | Changes
                                         in project parameters as plans continue to be refined;
| | - | -------------------------------------------------------------------------------------------------------

| | · | Possible
                                         variations in ore reserves, grade or recovery rates;
| | - | ------------------------------------------------------------------------------------------------------

| | · | Failure
                                         of plant, equipment or processes to operate as anticipated;
| | - | ------------------------------------------------------------------------------------------------------------

| | · | Risks
                                         related to fluctuations in the currency market;
| | - | ----------------------------------------------------------------------------------------------

| | · | Risks
                                         related to the business being subject to environmental laws and regulations which may
                                         increase costs of doing business and restrict the Company’s operations;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Delays
                                         in obtaining government approvals or financing or in the completion of development or
                                         construction activities;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | 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;
| | - | -------------------------------------------------------------------------

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

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

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

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

| | · | Other
                                         risks described in other documents incorporated by reference herein.
| | - | -------------------------------------------------------------------------------------------------------------------



Forward-looking statements provide
information about management’s current expectations and plans relating to anticipated future events and are based on the
Company’s current beliefs and assumptions regarding, among other things:

| | · | Future
                                         gold and other metals prices;
| | - | -----------------------------------------------------------------------------

| | · | The
                                         overall success of the Company’s ability to generate material revenues and to obtain
                                         adequate financing for its planned exploration and development activities;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Actual
                                         results of current exploration activities;
| | - | ------------------------------------------------------------------------------------------

| | · | Conclusions
                                         of economic evaluations;
| | - | -----------------------------------------------------------------------------

| | · | Changes
                                         in project parameters as plans continue to be refined;
| | - | -------------------------------------------------------------------------------------------------------

| | · | Future
                                         variations in ore reserves, grade, or recovery rates;
| | - | -----------------------------------------------------------------------------------------------------

| | · | Failure
                                         of plant, equipment or processes to operate as anticipated;
| | - | ------------------------------------------------------------------------------------------------------------

| | · | Realization
                                         of benefits from all capital including deferred stripping costs incurred during development
                                         and production;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                         estimated fair value of share-based compensation;
| | - | ----------------------------------------------------------------------------------------------

| | · | The
                                         estimated fair value of financial instruments and nonmonetary transactions;
| | - | ------------------------------------------------------------------------------------------------------------------------

| | · | Future
                                         profitability affecting deferred tax assets and liabilities;
| | - | ------------------------------------------------------------------------------------------------------------

| | · | The
                                         probable outcome of contingencies;
| | - | -------------------------------------------------------------------------------

| | · | Fluctuations
                                         in the currency market;
| | - | -----------------------------------------------------------------------------

| | · | The
                                         regulatory frame work governing environmental laws and regulations;
| | - | ----------------------------------------------------------------------------------------------------------------

| | · | Possible
                                         delays in obtaining governmental approvals or financing or in the completion of development
                                         or construction activities;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Hedging
                                         metal production and key operating inputs;
| | - | -------------------------------------------------------------------------------------------

| | · | Operating
                                         hazards;
| | - | -----------------------------------------------------------

| | · | The
                                         exploration, permitting, development and mining of precious metals;
| | - | ----------------------------------------------------------------------------------------------------------------



-47-







|ATNA RESOURCES LTD.                     
|----------------------------------------
|                                        
|MANAGEMENT'S DISCUSSION AND ANALYSIS    
|                                        
|For the Year Ended December
    31, 2013



| | · | Estimation
                                         of reserves and resources;
| | - | ------------------------------------------------------------------------------

| | · | Capital
                                         costs, operating costs, production, metal recoveries and economic returns; and
| | - | -------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                         Company’s ability to attract and retain qualified management and technical personnel.
| | - | ----------------------------------------------------------------------------------------------------------------------------------

Statements relating to mineral reserves
and resources are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates
and assumptions, that the mineral reserves and resources described exist in the quantities predicted or estimated and can be profitably
produced in the future. Estimated values of future net revenue do not represent fair market value. There is no certainty that
it will be commercially viable to produce any portion of the resources.



Although the Company has attempted
to identify important factors that could cause actual actions, events or results to differ materially from those described in
forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated
or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. The Company’s forward-looking statements are based
on the beliefs, expectations and opinions of management as of the date the statements are made, and the Company does not assume
any obligation to update any forward-looking statements if circumstances or management’s beliefs, expectations or opinions
should change, except as required by law. For reasons set forth above, readers should not place undue reliance on forward-looking
statements. Forward-looking statements are made as of the Report Date and other than as required by applicable securities laws,
the Company assumes no obligation to update or revise such forward-looking statements to reflect new events or circumstances.



Cautionary Note to US Investors –
The SEC permits US 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 US registered companies from including
in their filings with the SEC. US Investors are urged to consider closely the disclosure in our Form 20-F which may be obtained
from us or viewed on the SEC website at http://www.sec.gov.



-48-