ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008




Description
of Business and Report Date
 
 Atna
Resources Ltd. (“Atna” or the “Company”) is engaged in the exploration,
development and mining of gold properties located primarily in the United States
(“US”). The Company also has mineral interests in Canada and Chile. 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 on the
electronic pink sheets in the US under the symbol “ATNAF”. The following
discussion and analysis of the financial position and results of operations for
the Company is current up to March 23, 2009 (the “Report Date”) and should be
read in conjunction with the audited consolidated financial statements for the
year ended December 31, 2008, which have been prepared in accordance with
Canadian generally accepting accounting principles. All amounts are in Canadian
dollars unless otherwise noted. Additional information relating to the Company,
including audited financial statements and the notes thereto for the years ended
December 31, 2008 and 2007, can be viewed on SEDAR at www.sedar.com and on
EDGAR at  www.edgar.com.
 
 Highlights
for the Year 2008
 
 ·
              Merger
      with Canyon Resources Corporation (“Canyon”) closed March 18, 2008 (the
      “Canyon Merger”).
 ·
              Commenced
      mining and ore crushing operations at the Briggs
  Mine.
 ·
              Increased
      proven and probable reserves by 77 percent in the Briggs Mine; completed
      an updated mine plan.
 ·
              Yamana
      Gold Inc. drilled an encouraging second round on Atna’s Clover project in
      Elko County, Nevada and made a US$150,000 option
  payment.
 ·
              Pinson
      Mining Company (“PMC”), a subsidiary of Barrick Gold, provided notice that
      they completed their US$30 million work program at the Pinson gold project
      to earn a 70% interest in the project. Atna will retain 30% interest in
      the project.
 ·
              Drilling
      beneath the main pit at the Briggs Mine outlined additional
      mineralization; new drilling at Cecil R, a satellite project to Briggs,
      began in early 2009.
 ·
              Closed
      the US$20 million sale of a royalty portfolio, including the Wolverine
      Royalty.
 ·
              Acquired
      the remaining land position at the Columbia gold property (formally known
      as Seven-Up Pete gold property) which contains significant gold
      resources.
 ·
              Reward
      Gold Project feasibility study completed, reserves were disclosed; major
      permits have been granted with final approval expected in the second
      quarter 2009.
 ·
              Optioned
      the Adelaide and Tuscarora gold properties in Nevada to Golden Predator
      for work commitments and other
compensation.
 
 Acquisition
Activities
 
 Atna
– Canyon Merger
 
 Atna and
Canyon signed an Agreement and Plan of Merger on November 16, 2007. The
transaction closed on March 18, 2008. The Canyon Merger significantly increased
the gold reserves and resources controlled by the Company and will provide near
term gold production opportunities from the Briggs Mine and the Reward Gold
Project.
 
 Sale
of Royalties Package including the Wolverine Royalty, Yukon
 
 In
September 2008, the Company sold a portfolio of royalty interests for US$20
million. The royalty package was comprised of four royalty interests; a sliding
scale precious metal net smelter return (“NSR”) royalty on the Wolverine Project
located in the Yukon Territory, a 3 percent NSR royalty on portions of the
McDonald gold property in Montana, and royalty interests on properties in the
Dominican Republic and Argentina. The sale of the royalties resulted in a gain
of approximately $21.1 million.
  -1-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 Columbia
Gold Property Claims (Formerly Seven-Up Pete Gold Property)
 
 In June
2008, the Company acquired certain additional claims at the Columbia gold
property in order to consolidate the land package containing all of the known
body of mineralization. The acquisition cost for these claims was US$500,000 in
cash and 604,308 common shares of Atna. The seller retained a four percent net
smelter return royalty on the additional claims purchased.
 
 Asset
Sales
 
 Atna is
marketing non-core assets from the merged companies to focus on core operations
including development of the Briggs Mine, Reward, Pinson and Columbia gold
projects. The US$6.0 million agreement to sell approximately 900,000 acres from
its portfolio of severed fee mineral rights in the state of Montana to a private
Wyoming corporation failed to close as of the date of this report. The Company
continues to market the mineral rights package but cannot guarantee it will be
successful due to the difficulties in arranging financing in the current
financial environment. In addition, the Company is marketing a portfolio of six
exploration properties in the Yukon and British Columbia. These properties are
massive sulfide exploration targets containing lead, zinc, silver and copper
potential and do not fit with Atna’s current gold focus.
 
 Development
Activities
 
 Briggs
Mine
 
 The
Briggs Mine is located in Inyo County, California on the west side of the
Panamint Range near Death Valley. CR Briggs Corporation is a wholly-owned
subsidiary of Atna and has mineral rights over approximately 4,800 acres in the
area of the mine. The Mine is an open-pit, heap leach operation that has
produced 550,000 ounces of gold from 1996 to 2004.
 
 An
updated technical report detailing the estimation of open pit and underground
reserves and resources at the Briggs Mine, was completed in May 2008. The report
concluded that a positive economic return may be achieved. Restart activities
commenced and the first gold pour is expected during the second quarter of 2009.
Production during 2009 is forecast to be approximately 19,000 ounces. Highlights
of the Briggs Mine include:
 
 ·
              Open
      pit proven and probable reserves containing 267,000 ounces of gold with an
      average grade of 0.021oz/ton based on a gold price of US$750/oz, a 77
      percent increase over the previous reserve estimate, dated May 8,
      2008.
 ·
              Mine
      life of six years.
 ·
              Planned
      production of approximately 210,000 ounces of gold with an average full
      year production rate that ranges between 40,000 to 50,000
      ounces.
 ·
              Life-of-mine
      cash cost and full cost is projected to be US$470 and US$590 per ounce of
      gold, respectively.
 ·
              Life-of-mine
      pre-tax cumulative cash flow at a gold price of US$750 is approximately
      US$36 million.
 ·
              Total
      project pre-tax cash flow increases by approximately US$20 million for
      every US$100 increase in gold
price.
 ·
              Key
      site management and support positions are in
  place.
 
 Ore is
being loaded on the leach pad and gold production is expected to increase to an
annualized rate of between 40,000 to 50,000 ounces per year. Approximately 50
percent of existing plant capacity will be utilized at these production rates,
allowing for a possible increase in production, if additional reserves can be
developed. A total of approximately US$10 million has been spent on the Briggs
project through February 2009. Additional capital and working capital spending
at the Briggs Mine is projected to be about US$7 million for the remainder of
2009. The new, expanded mine plan is located entirely within the existing permit
boundary area. However, a portion of the expansion area will require an
amendment to the existing reclamation plan and placement of additional
reclamation bonds prior to mining.
  -2-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
  Beginning
in October 2008, the Company commenced a new drill campaign at the Briggs Gold
Mine and its satellite project Cecil R. Results of this program are positive,
confirming deeper gold mineralization beneath the current minable reserves in
the Briggs Main pit. Atna has intersected this new Briggs Main Deep (“BMD”) zone
with fourteen holes. The BMD drill holes intersected a gently dipping tabular
zone over an area 800 feet (north-south) by 700 feet wide. Apparent thickness of
the zone ranges from 30 to 90 feet. The mineralized horizon comes within 40 to
50 feet of the US$750/oz-gold design pit bottom. The BMD remains open for
expansion to the north, south and east of the current intercepts.
 
 The
apparent thickness, grades, and broad distribution of the BMD mineralization
warrant additional drilling to further define the mineralization. Follow-up
drilling at BMD will begin immediately after completing drilling currently
underway at the Cecil R deposit, located approximately 4 miles north of the
Briggs Mine. Goals for the BMD drill program include:
 
 ·
              Confirmation
      and delineation of the BMD zone to add to the mine-life and/or annual
      production rate.
 ·
              In-fill
      drilling at the Briggs Mine to upgrade inferred resources to proven and
      probable reserve categories to improve effective mine
      planning.
 ·
              Development
      of an increased reserve estimate and revised mine plan for the Briggs
      Mine.
 
 The Cecil
R satellite project is located four miles north of the Briggs Mine. Drilling at
Cecil R is designed to expand the existing mineralized zone to the south and to
define the gold mineralization limits. The Company expects to commence
preparation of a NI 43-101 compliant technical report that would include an
estimate of mineral resources at Cecil R at the completion of this drilling
program.
 
 Gold at
Cecil R is hosted by a sub-horizontal zone of strongly iron stained
quartz-feldspathic gneiss at the base of thin poorly consolidated Quaternary
gravels. The existing mineralization forms a near surface, gently dipping
blanket distributed over an area 1,500 feet by 1,200 feet and varying in
thickness from 10 to 50 feet. Previous highlights reported by Canyon Resources
from 2007 work at Cecil R (February 28, 2008, press release)
include:
 
 ·
              Hole
      CR07-5 with 25 feet grading 0.039 oz/ton
gold
 ·
              Hole
      CR07-9 with 25 feet grading of 0.045 oz/ton
gold
 ·
              Hole
      CR07-12 with 30 feet grading 0.025 oz/ton
gold
 ·
              Hole
      CR08-13 with 30 feet grading 0.032 oz/ton gold and a second interval of 50
      feet grading 0.024 oz/ton gold
 
 Pinson
Project, Nevada
 
 The
Pinson Mine property is located at the intersection of the Getchell Gold belt
with the north end of the Battle Mountain Eureka trend. The Pinson Mine produced
over 987,000 ounces of gold from relatively low-grade oxidized ore by open pit
mining methods, prior to 2000. Gold production came from decalcified, locally
silicified and/or argillized, fine-grained, limy sedimentary rocks of the
Ordovician Comus Formation. Mineralization is focused along and adjacent to the
Getchell Fault zone.
 
 The
Company entered into an Exploration Agreement (“the agreement”), effective
August 12, 2004, with Pinson Mining Company (“PMC”), a subsidiary of Barrick
Gold. Pursuant to the terms of the agreement, the Company completed its
obligations to earn a 70 percent interest in the Pinson Mine Property and
provided notice of its earn-in to PMC in January 2006. The Company has spent as
of December 30, 2008 a total of approximately $16.0 million on the project,
which has been expensed for accounting purposes. Expenditures for 2009 are
undeterminable until the joint venture agreement is complete and a budget has
been agreed to, which is expected to be complete in April 2009.
 
 -3-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 In June
2007, the Company completed an updated Technical Report on the Pinson Property
and revised the mineral resource calculations based upon all available data from
its work through June 2006. The total Pinson project has measured plus indicated
gold resource totalling 2.5 million tons grading 0.424 oz/ton gold containing
1.1 million ounces of gold and the inferred resource totalled 3.4 million tons
grading 0.34 oz/ton gold containing 1.1 million ounces of gold all categories
were calculated at a gold cut-off grade of 0.20 oz/ton .
 
 The
property includes 3,800 acres of patented fee lands wholly-owned by PMC, 360
acres of leased patented fee lands, 8,496 acres of federal unpatented lode
mining claims wholly-owned by PMC, 1,362 acres of leased federal unpatented lode
claims. A total of 553 unpatented federal lode mining claims (both owned and
leased by PMC) are included in the property position. Total acreage controlled
by PMC and subject to the Earn-in Agreement is 14,018 acres. The property is
subject to net smelter return (“NSR”) royalties varying from 3.5 percent to 7.5
percent on various claim groups within the property. The weighted average
royalty over the 14,018 acres is approximately 4.4% net smelter
return.
 
 Construction
of a mineralized material stockpile area, four de-watering wells, settling ponds
and associated pipelines were completed in 2008. Additional water rights are
being obtained to facilitate further dewatering of the resource zone for
deepening of underground workings. Around 2,000 feet of new underground drifting
was completed by a contract mining company and a second access portal was
collared, but not connected to existing workings. Total drilling from the
inception of the project amounted to approximately 197,000 feet in 300 holes.
During 2008, a total of 35,000 feet of RC drilling and 54,000 feet of core
drilling were completed.
 
 Reward
Project, Nevada
 
 Atna
controls approximately 2,200 acres in southwestern Nye County about 5.5 miles
south-southeast of Beatty, NV. In total, the project consists of 113 unpatented
mining claims, and 6 patented claims. Included in the above acreage are 14
unpatented lode claims under three mining leases, which expire in 2024 and 2025
and carry a 3 percent NSR royalty. Atna owns six patent placer claims totaling
220 acres that carry a 3 percent NSR royalty.
 
 In March
2008, the Company completed a positive economic feasibility study for the Reward
Gold Project, the results of which are contained in technical report dated March
21, 2008 prepared by Chlumsky, Armbrust & Meyer, LLC. titled “NI 43-101
Technical Report - Reward Gold Project, Nye County, Nevada”, which is available
on SEDAR at www.sedar.com. The
feasibility study recommends development of a conventional open pit mining, ore
crushing, and heap leach gold production operation. Operating synergies and cost
benefits from the nearby Briggs Mine will positively impact the
operation.
 
 Proven
and probable mineral reserves estimated in the feasibility study total 6.4
million tons averaging 0.024 oz/ton containing 157,000 ounces of gold based on a
gold price of US$700 per ounce, a cut-off grade of 0.01 oz/ton and a strip ratio
of 2.2 tons of waste per ton of ore. The Reward operation is expected to produce
approximately 125,900 ounces of gold over a four year mine life at estimated
average cash cost of US$435 per ounce of gold produced. This production would
provide an undiscounted cash flow of US$40.3 million at a US$900 gold price. The
feasibility study includes capital costs for crushing and process plants,
facilities and infrastructure, mining fleet and pre-production stripping of
US$25.4 million. The undiscounted cash flow changes by US$12.5 million for every
US$100 change in gold price without allowance for reserve
expansion.
 
 -4-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 Final
reclamation and closure cost, which is included in overall production cost, is
estimated at approximately US$2.5 million for the base case. The cost for
reclamation and closure bonds of approximately US$5.3 million was estimated
using the State of Nevada statutory cost estimating model and is subject to
final approval by State regulatory authorities. Bonds may be posted using a
number of financial instruments including cash. This amount would be in addition
to the capital estimates stated above.
 
 Mining
operations at Reward would utilize conventional 100-ton open pit trucks and
compatible loaders. Mined ore will be crushed to minus 3/8 inch and placed on a
lined pad for leaching and gold recovery. Process solutions will be captured in
solution tanks and circulated through activated carbon to capture entrained
gold. This loaded carbon would subsequently be dewatered, packaged, and
transported for final gold recovery to either Canyon’s Briggs Mine in Inyo
County, California or to a third party processing facility.
 
 Columbia
Gold Property, Montana
 
 The
Columbia property (formerly Seven-Up Pete) is located seven miles east of
Lincoln and 45 miles northwest of Helena, in Lewis and Clark County, Montana.
Access is by dirt roads from a paved highway that crosses the
property.  The property consists of approximately 24 patented and 68
unpatented mining claims containing approximately 1,800 acres. The patented
claims are subject to NSR royalties that range from 0% to 6%.
 
 A
historic, non NI43-101 compliant resource for Columbia was reported in a
feasibility study titled “Seven-Up Pete Joint Venture, Seven-Up Pete Feasibility
Study” dated September 1991 by Phelps Dodge Corporation. The estimate of mineral
resource for Columbia totaled 10.9 million tons of proven and probable (Measured
and Indicated) with a grade of 0.060 oz/ton containing 659,000 ounces of gold.
In addition, the report quotes a possible (Inferred) resource of 3.0 million
tons at a grade of 0.063 oz/ton containing 190,000 ounces of gold. A cutoff
grade of 0.02 oz/ton was used in the estimate. The block modeling methodology
used to develop this estimate is consistent with current estimating
methodologies. Separate categories of Proven and Probable mineral reserve were
developed in the report based on open pit design with estimated economics
consistent with current standards for mineral reserve estimation and reflecting
the economic environment at the time of the study.
 
 Atna is
consolidating, compiling, reviewing, and analyzing all of the Columbia project
data to  estimate resources for the property that are compliant with
the NI 43-101 technical reporting standards. Timber logging operations have
commenced at the property due to the start of a pine beetle infestation.
Proceeds from the logging operations are being shared with underlying
landholders. Baseline environmental monitoring studies are starting and another
round of flotation and gravity gold recovery test work is planned for
2009.
 
 The
Columbia property is covered by middle Tertiary andesitic volcanic rocks.
Mineralization occurs in north to northwest-trending faults that have localized
quartz-pyrite-alteration and precious metal mineralization. The structures
generally dip west and can be up to 150 feet wide. Gold and silver occur in high
grade quartz veins that are localized near the margins of the shear zone, and in
lower grade shattered zones between the high grade veins. Gold mineralization
occurs as free gold as well as submicroscopic particles associated with
pyrite.
 
 -5-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 Exploration
Activities
 
 Clover,
Nevada
  The
Clover property is situated 68 km northeast of Winnemucca in Elko County,
north-central Nevada, and consists of 110 unpatented lode claims covering
approximately 2,000 acres. Clover is a low-sulfidation, vein-hosted epithermal
gold prospect on 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. Altered rhyolitic volcaniclastic rocks exposed throughout
the property contain anomalous gold of 0.020-0.070 parts per
million.
  In an
agreement dated March 11, 2003, the Company obtained an option to acquire a 100%
interest in 22 claims known as the Clover property. The claims are subject to a
3% NSR royalty, which can be purchased for US$1.0 million per percentage point.
Terms of the agreement include cumulative total payments to the vendor of US$0.3
million of which US$0.2 million has been paid as of year-end. The Clover
property is subject to a finder’s fee capped at US$0.5 million of which US$0.1
million has been paid with annual payments of US$30,000.
  On
November 28, 2006, the Company signed an Earn-in Agreement with Meridian Gold
Incorporated, now a subsidiary of Yamana Gold Inc. (“Yamana”) whereby Yamana can
earn a 51% working interest in the Clover property. Yamana may elect to increase
its interest to 70% by completing a prefeasibility study within 30 months of
vesting its initial 51% interest in the project. To earn 51% Yamana must make
payments totaling US$0.6 million to the Company and complete exploration work
totaling US$3.3 million over a 4 year period. Atna received a payment of
US$150,000 in January 2009 and there remains US$250,000 to be paid by January
2010. Exploration work commitments for the year period ending on November 28,
2009 and 2010 total US$1.0 and US$1.5 million, respectively.
 
 Yamana
commenced a second round of drilling that included 10 reverse circulation rotary
drill holes (8,000 to 9,000 feet) to follow-up encouraging gold and silver
results intersected in 2007 drilling. The ongoing program will focus on
expansion of this zone and test new target areas on the property. In 2008,
Yamana cut several zones of gold mineralization in the Clover Hill target area
including:
 
 ·
              35
      feet grading 0.321 oz/ton gold and 0.54 oz/ton silver (hole
      CV006)
 ·
              25
      feet grading 0.03 oz/ton gold and 7.97 oz/ton silver (hole
      CV007)
 
 
 Adelaide
and Tuscarora, Nevada
 
 Adelaide
and Tuscarora are late stage gold exploration properties located respectively in
Humboldt and Elko Counties in Nevada. They were originally optioned as part of
the December 2006 Asset Exchange Agreement with Newmont. Under this agreement,
the Company is required to spend a total of US$3.0 million on both projects over
five years to earn an interest. The Company retained the right to sublease
either property to third parties to meet obligations under the
agreement.
 
 On
February 15, 2008, the Company entered an option agreement whereby Golden
Predator Mines US Inc. (“Golden Predator”) a wholly-owned subsidiary of Golden
Predator Mines Inc. (TSX:GP) of Vancouver British Columbia, assumed the
Company’s interest and all related commitments under the Asset Exchange
Agreement. Atna received an initial payment of approximately US$0.5 million on
closing of the transaction. Golden Predator has completed the US$0.4 million
commitment for 2008.
 
 Pursuant
to the Golden Predator agreement, Atna received 2.1 million common shares of
Golden Predator in lieu of a US$250,000 option payment due in December 2008.
Atna may receive additional option payments through 2011 in either cash or stock
until Golden Predator has met spending commitments or until notice of
cancellation. The remaining exploration spending obligations under the Newmont
agreement for 2009 through 2011 amount to US$1.2 million. Atna may receive up to
an additional US$0.8 million from Golden Predator over that same period. Atna
will retain a 1.5 percent NSR royalty on both properties, subject to certain
limitations. In addition, when a positive production decision has been made,
Atna may receive a production payment equivalent to $2.50 per ounce of gold or
gold equivalent ounce based on the established reserves or measured and
indicated ounces at that time, but not less than $250,000 for each
property.
 
 -6-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 On March
5, 2009, Golden Predator announced that shareholders approved the arrangement
between the Company and Golden Predator Royalty & Development Corp. ("GPRD")
at the special meeting of shareholders held March 4, 2009 that will result in
the spin-out of Golden Predator Royalty & Development Corp. The Adelaide and
Tuscarora properties will be operated by GPRD.
 
 Sand
Creek and Converse Uranium Joint Ventures, Wyoming
 
 Drilling
has clearly demonstrated the presence of “roll front” style uranium
mineralization on the Sand Creek joint venture property in Wyoming, which is
owned 70% by Atna and 30% by Uranium One.
  Effective
February 2, 2009, Atna’s subsidiary, Canyon Resources, entered into an Agreement
with New Horizon Uranium Corporation (“New Horizon”) (TSXV:NHU) to terminate the
Converse Uranium Project Exploration, Development and Mine Operating Agreement
dated January 23, 2006. New Horizon failed to meet the spending and work
requirements to earn a participating interest in the project. As part of this
Agreement, all of the shares of Horizon Wyoming Uranium Inc. (“Horizon Wyoming”)
have been transferred to Canyon and Horizon Wyoming shall become a wholly owned
subsidiary. Horizon Wyoming holds properties, reclamation bonds and permits
related to the Sand Creek joint venture with Uranium One Exploration USA Inc. a
subsidiary of Uranium One Inc. (TSX:UUU). In addition, New Horizon has resigned
as manager of the Sand Creek joint venture. Horizon Wyoming shall be the new
manager. Ownership of the Sand Creek Uranium Joint Venture now is  70%
Atna, through Horizon Wyoming, and 30% Uranium One Exploration USA Inc. Atna is
working with Uranium One to determine the future program for this
project.
  The Sand
Creek uranium joint venture area of interest is located to the south and east of
Douglas Wyoming and was identified by Canyon and its former joint venture
partners during an aggressive uranium exploration effort in the early 1980’s.
Drilling during 1981 and 1982 in the program area consisted of 88 drill holes
for approximately 69,000 feet. In late 2006, a drill program began in the
western portion of the Sand Creek JV area and 14 holes were completed totaling
10,395 feet, which clearly demonstrated the presence of “roll front” style
uranium mineralization. A follow up drill program consisting of approximately 16
drill holes totaling 11,700 feet was completed in mid-2007 and the favorable
results were announced in a press release in August 2007. Three of the 16 holes
intercepted significant grades. Drilling intercepts include: 10 feet grading
0.119% eU3O8, including
4.5 feet grading 0.241% eU3O8 in hole
SR07-9; 7 feet grading 0.075% eU3O8, including
0.133% e eU3O8 in hole
SR-10; and 13.5 feet grading 0.142% eU3O8, including
0.288% eU3O8 in hole
SR07-11. The drilling program consisted primarily of wide-spaced, reconnaissance
style drilling with drill hole spacing of 500 to 1,000 feet. Uranium
mineralization in the 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 5 to 20 feet in thickness
and occasionally range up to 45-feet thick.
 
 -7-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 Kendall
Mine, Montana
 
 The
Kendall Mining District is located approximately 20 miles north of Lewistown,
Montana, and is accessible by paved U.S. highway and graded dirt roads. The
property consists of approximately 1,052 acres in 70 patented claims and fee
land. The Kendall Mine commenced operation in September 1988 and was developed
as an open-pit, heap-leach gold mine. The Kendall Mine permit area covers
approximately 1,040 acres of which approximately 455 acres are
disturbed.  As of December 31, 2008, a total of 365 acres or
approximately 80 percent of the disturbed mining area has been reclaimed.
Contouring and placement of top soil on all disturbed areas, with the exception
of the leach pad areas was substantially completed by end of 2008. Atna has
approximately $2.8 million on deposit in an interest bearing account with the
Montana Department of Environmental Quality (“MDEQ”) for reclamation at the
Kendall Mine.
 
 In
February 2002, the MDEQ issued a decision that a comprehensive environmental
impact study (“EIS”) is required for completion of reclamation at Kendall. This
EIS study has not been completed. In 2006, Atna received approvals from the MDEQ
to allow it to commence leach pad capping operations. During 2008, the placement
of a bentonite amended basal layer on all leach pad areas was
completed.
 
 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. The Kendall Mine 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.
 
 Legal
Issues
 
 McDonald
Gold Property, Montana
 
 A lawsuit
was filed against the State of Montana to recover value lost due to changes in
the Montana mining law and the cancellation of mineral leases related to the
Company’s wholly-owned Seven-Up Pete Joint Venture’s interest in the McDonald
Gold Project.
 
 In
October, 2008, the petition for writ of certiorari with US Supreme Court in the
case Seven-Up Pete Venture, et al. v Brian Schweitzer, et al. was denied.
Consequently, there are no further options to pursue the case and no additional
actions are planned.
 
 Kendall
Mine Lawsuits
 
 In
October 2001, a plaintiff group filed suit in the State of Montana District
Court against Canyon and its wholly-owned subsidiary, CR Kendall
Corporation.
 
 In
February 2007, Canyon entered into a settlement and release agreement with eight
of the twelve plaintiffs in this suit. Canyon’s share of the settlement was
US$0.1 million and the Company maintains a balance of US$0.2 million recorded as
a legal settlement accrual on the consolidated balance sheet as of December 31,
2008. In January 2009, the final outstanding lawsuit was dismissed with
prejudice and the US$0.2 million held by the Court was released to the
Company.
 
 -8-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 Summary
of Reserves and Resources
 
 Mineral
Reserve- Proven and Probable
  Category
                
                Tons
                
                
                Au
      (oz/t)
                
                
                Contained
      OuncesBriggs(1)- 100% AtnaProven
                
                
                6,390,000
                
                
                
                0.023
                
                
                
                147,000Probable
                
                
                6,075,000
                
                
                
                0.020
                
                
                
                120,000Briggs
      reserves
                
                
                12,465,000
                
                
                
                0.021
                
                
                
                267,000Reward(2)-  100% AtnaProven
                
                
                1,314,000
                
                
                
                0.027
                
                
                
                36,000Probable
                
                
                5,110,000
                
                
                
                0.024
                
                
                
                121,000Reward
      reserves
                
                
                6,424,000
                
                
                
                0.024
                
                
                
                157,000Total
      reserves
                
                
                18,889,000
                
                
                
                0.022
                
                
                
                424,000
 1.
              Briggs  0.007
      oz/ton incremental leach cut-off grade & US$750 per ounce
      gold
 2.
              Reward
      0.01 oz/ton cut-off grade & US$700 per ounce
  gold
 
 Mineral
Resource-Measured, Indicated and Inferred (5)
  Category
                
                Tons
                
                
                Au
      (oz/t)
                
                
                Contained
      OuncesMeasured & indicatedBriggs
      - 100% (1)
                
                
                20,688,000
                
                
                
                0.027
                
                
                
                550,000Reward
      - 100% (2)
                
                
                11,003,000
                
                
                
                0.024
                
                
                
                259,000Pinson
      - 30% (3,4)
                
                
                752,000
                
                
                
                0.424
                
                
                
                319,000Total
      measured & indicated
                
                
                32,443,000
                
                
                
                0.035
                
                
                
                1,128,000InferredBriggs
      - 100% (1)
                
                
                6,686,000
                
                
                
                0.026
                
                
                
                175,000Reward
      - 100% (2)
                
                
                2,819,000
                
                
                
                0.018
                
                
                
                51,000Pinson
      - 30% (3,4)
                
                
                1,012,000
                
                
                
                0.340
                
                
                
                344,000Total
      inferred
                
                
                10,517,000
                
                
                
                0.054
                
                
                
                570,000
 1.
              1.
      Briggs press release February 18,
2009
 2.
              NI
      43-101 Technical Report Reward Gold Project, March
  2008
 3.
              Pinson:
      Project Basis: Atna  30 percent, Barrick 70 percent; 0.20 oz/ton
      cut-off grade
 4.
              NI
      43-101 Technical Report Pinson Gold Property,  June
      2007
 Resource
estimates include proven and probable reserves and were based on the same
cut-off grades as reserves
 
 -9-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 Mr. Fred
Barnard, Ph.D., California Professional Geologist #7432, Mr. Greg Chlumsky, MMSA
#0117QP, and Mr. Robert L. Sandefur, Colorado P.E. #11370, acted as qualified
persons in the development of the Reward Project feasibility report “NI 43-101
Technical Report Reward Gold Project, March 2008” s defined by NI
43-101.
 
 The
updated mineral resource calculation and Technical Report for the Pinson project
with an effective date of June 1, 2007, was prepared under the supervision of
Mr. William Stanley, VP Exploration of Atna, a Licensed Geologist and Qualified
Person. The projections from drill hole data points are consistent with
projections made in the original resource estimate for the property, which were
prepared by Mr. Rob Sim, an independent consulting resource geologist, first
published in February 2005, supported by Technical Reports filed on SEDAR March
2005 and subsequently revised and re-filed in December 2005.
 
 Selected
Annual Information
 
 The
following are selected annual information from the audited financial statements
for the years ended December 31, 2008, 2007 and 2006:
  Year
      ended
                
                2008
                
                
                2007
                
                
                2006Total
      revenues
                
                $
                156,800
                
                
                Nil
                
                
                NilNet
      income (loss)
                
                $
                20,315,600
                
                
                $
                (3,348,300
                )
                
                $
                (2,565,800
                )Basic
      and diluted income (loss) per share
                
                $
                0.26
                
                
                $
                (0.05
                )
                
                $
                (0.04
                )Working
      capital
                
                $
                18,131,300
                
                
                $
                10,570,700
                
                
                $
                13,927,400Total
      assets
                
                $
                82,082,200
                
                
                $
                13,487,700
                
                
                $
                15,894,800Total
      liabilites
                
                $
                9,912,900
                
                
                $
                1,075,500
                
                
                $
                534,900Total
      shareholders' equity
                
                $
                72,169,300
                
                
                $
                12,412,200
                
                
                $
                15,112,900Number
      of shares issued and outstanding
                
                
                83,291,133
                
                
                
                64,722,588
                
                
                
                64,176,838
 Summary
of Quarterly Results
 
 The
following are the quarterly results for the eight most recent
quarters:
  Quarterly
      results ended
                
                Dec-08
                
                
                Sep-08
                
                
                Jun-08
                
                
                Mar-08Total
      revenues
                
                Nil
                
                
                Nil
                
                
                $
                156,800
                
                
                NilIncome
      (loss) for the quarter
                
                $
                3,470,600
                
                
                $
                19,299,600
                
                
                $
                (1,522,700
                )
                
                $
                (931,900
                )Basic
      and diluted income (loss) per share
                
                $
                0.04
                
                
                $
                0.23
                
                
                $
                (0.02
                )
                
                $
                (0.01
                )Quarterly
      results ended
                
                Dec-07
                
                
                Sep-07
                
                
                Jun-07
                
                
                Mar-07Total
      revenues
                
                Nil
                
                
                Nil
                
                
                Nil
                
                
                NilLoss
      for the quarter
                
                $
                (768,400
                )
                
                $
                (956,900
                )
                
                $
                (814,600
                )
                
                $
                (808,400
                )Basic
      and diluted loss per share
                
                $
                (0.02
                )
                
                $
                (0.01
                )
                
                $
                (0.01
                )
                
                $
                (0.01
                )
 The above
quarterly results have been restated for changes in accounting policies as
described later in this management discussion and analysis in the section
“Changes in Accounting Policies”.
 
 -10-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 Results
of Operations – Year Ended December 31, 2008 versus Year Ended December 31,
2007
 
 For the
year ended December 31, 2008, Atna recorded net income of $20.3 million, or
basic income per share of $0.26, on proceeds of $21.0 million from the sale of
royalties. This compares to a net loss of $3.3 million, or a basic loss per
share of $0.05, on revenues of nil for the year ended December 31, 2007. The
positive variance of $23.6 million was due primarily to the following
factors:
 ·
              Positive
      variance of $20.9 million in gain on asset disposals due to the sale of
      royalties.
 ·
              Negative
      variance of $2.4 million in selling, general and administrative expenses
      due to the consolidation of Canyon’s costs and other Canyon related
      operating costs partially offset by cost reductions in the Atna
      operations.
 ·
              Positive
      variance related to new income tax benefits of $3.7 million related to
      available tax net operation losses carry forwards that are expected to be
      utilized in the future.
 ·
              Negative
      variance of $1.5 million in provision for final site restoration due to an
      increase in expected final reclamation costs at the Kendall Mine that was
      acquired in the merger with Canyon.
 ·
              Positive
      variance of $1.1 million in reduced property
  write-downs.
 ·
              Negative
      variance of $0.4 million due to the accretion expense related to the
      Briggs and Kendall mines acquired in the Canyon
  Merger.
 ·
              Positive
      variance of $2.4 million in other income and expense, excluding the impact
      of the royalty sale. The variance was due primarily to a $3.2 million
      positive variance in foreign exchange gains as a result of a weakening
      Canadian dollar on the proceeds of the royalty sale that was held in U.S.
      dollars partially offset by an $0.8 million negative variance from reduced
      gains on sale of marketable securities, write-off of marketable securities
      related shares held in Canadian exploration companies and reduced net
      interest income.
 
 At
December 31, 2008, Cash and short term investments totaled $20.6 million, which
represented a net increase of $10.1 million during the year. The net increase
was due primarily to the sale of the royalties for $21.6 million, positive
effect of exchange rate changes on cash of $1.6 million, cash provided by
exercise of stock options of $0.6 million offset by cash used in operating
activities of $3.7 million and capital expenditures of $10.0
million.
 
 Although
the Company has significant potential future tax assets in the form of operating
loss carryforwards, its ability to generate future taxable income to realize the
benefit of these assets will depend primarily on bringing new mines into
production. As commodity prices, capital, legal, and environmental uncertainties
associated with that growth requirement are considerable, the Company has
applied some of its future tax assets related to the expected taxable income at
the Briggs Mine and the Reward Project to the future tax liabilities that were
generated as a result of the merger. The Company continues to apply a
significant valuation allowance to its other future tax assets not related to
the merger. Changes in the valuation allowance are primarily due to changes in
operating loss carryforwards and other temporary differences. The net loss
carryforwards will expire from 2008 through 2027. In addition, as a result of
the merger between the Company and Canyon, in March 2008, the Company’s
utilization of Canyon’s operating loss carryforwards will be substantially
restricted under section 382 of the US Internal Revenue Code due to the change
in ownership.
 
 Results
of Operations – Three Months Ended December 31, 2008 versus Three Months Ended
December 31, 2007
 
 -11-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 ·
              Negative
      variance of $0.7 million in selling, general and administrative expenses
      due to the consolidation of Canyon’s costs and other Canyon related
      operating costs partially offset by cost reductions in the Atna
      operations.
 ·
              Negative
      variance of $1.5 million in provision for final site restoration due to an
      increase in expected final reclamation costs at the Kendall Mine that was
      acquired in the merger with Canyon.
 ·
              Positive
      variance of $0.4 million in reduced exploration spending due to a focus on
      developing mine site resources and reserves during
  2008.
 ·
              Positive
      variance of $0.6 million due to writedowns of the acquisition cost of
      exploration properties.
 ·
              Positive
      variance of $2.7 million in other income and expense due to a $3.5 million
      positive variance in foreign exchange as a result of a weakening Canadian
      dollar on the proceeds of the royalty sale that was held in U.S. dollars
      partially offset by a negative variance of $0.8 million from reduced gains
      on sale of marketable securities and the write-off of marketable
      securities related shares held in Canadian exploration
      companies.
 ·
              Positive
      variance related to new income tax benefits of $3.7 million related to
      available tax net operation losses carry forwards that are expected to be
      utilized in the future.
 
 Contractual
Obligations
 
 The
Company’s material contractual obligations are as follows:
  Payments
      due by PeriodLess
      than
                
                
                
                
                
                
                
                
                More
      thanTotal
                
                
                1-year
                
                
                1-3
      years
                
                
                3-5
      years
                
                
                5-yearsLong
      term debt obligations
                
                
                1,004,900
                
                
                $
                -
                
                
                $
                1,004,900
                
                
                $
                -
                
                
                $
                -Capital
      lease obligations
                
                
                56,500
                
                
                
                56,500
                
                
                
                -
                
                
                
                -
                
                
                
                -Operating
      lease obligations
                
                
                202,900
                
                
                
                130,400
                
                
                
                72,500
                
                
                
                -
                
                
                
                -Asset
      retirement obligations
                
                
                5,992,100
                
                
                
                753,200
                
                
                
                4,753,600
                
                
                
                66,200
                
                
                
                419,100Total
                
                $
                7,256,400
                
                
                $
                940,100
                
                
                $
                5,831,000
                
                
                $
                66,200
                
                
                $
                419,100
 Off-Balance
Sheet Arrangements
 
 As of
December 31, 2008 there were no derivatives outstanding. As of March 23, 2009
the Company has the following gold derivatives outstanding (in
USD):
 
 -12-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 Expiry
      DateHedging
      Contract
                
                Strike
      Price
                
                
                2009
                
                
                2010
                
                
                Total
                
                
                Fair
      ValueOwned
      Put Options
                
                $
                800
                
                
                
                3,000
                
                
                
                -
                
                
                
                3,000
                
                
                $
                134,000Sold
      Call Options
                
                $
                1,300
                
                
                
                3,000
                
                
                
                -
                
                
                
                3,000
                
                
                $
                (84,000
                )Forward
      Gold Sales
                
                $
                955
                
                
                
                3,000
                
                
                
                -
                
                
                
                3,000
                
                
                $
                3,000$
                53,000
  The
Company has entered in to a zero cost gold collar and gold forward sales
contracts in early 2009 that all expire in 2009. The purpose of these hedge
positions is to protect the cash flows from decreasing gold prices during the
second half of 2009. The put and call option contracts are European style
options that are settled net at the expiry date. The options have expiry dates
from July to December at the rate of 500 ounces per month during 2009. The
forward gold sales have a fixed delivery price of US$955 per ounce and expire at
a rate of 1,000 ounces per month during the fourth quarter of 2009. All
derivative contracts have counterparty risk and all of the gold derivatives have
been placed with a single counterparty. The Company believes that these
outstanding contracts will be settled in the normal course of business. The
Company’s policy is to not hedge more than 50 percent of the projected
production and retain a 25 percent production reserve tail.
 
 Under the
terms of the zero cost collar hedging contracts, Atna will pay the counterparty
on a contract expiry date if the gold price is above the sold call option strike
price of US$1,300 per ounce. The counterparty will pay the Company on a contract
expiry date if the gold price is below the owned put option strike price of
US$800 per ounce. If the gold price on the contract expiry date falls between
US$800 and US$1,300 per ounce there are no settlement payments required by
either party. Under the terms of the forward gold sale hedging contracts, Atna
will pay the counterparty if the gold price is above the forward price of US$955
per ounce and the counterparty will pay the Company if the gold price is below
US$955 per ounce.
 
 The fair
market value was estimated based on the gold price per once from the London PM
Fix on March 20, 2009 of US$954. The net fair value of the hedge position will
be positive to the Company when gold prices fall and be negative when gold
prices rise relative to the gold price on the date of the previous fair value
calculation. Beginning in the first quarter of 2009, the Company will recognize
fair value these derivative positions.
 
 Liquidity
& Capital Resources
 
 Atna
expects that basic cash requirements over the next 12 months can be funded
through a combination of existing cash, cash flow from the Briggs operation,
short-term investments, debt, asset sales and, if necessary, equity issuances.
Atna’s recent sale of its royalty portfolio provided approximately US$20 million
of net proceeds, which is sufficient to re-start and operate the Briggs Mine
without additional financing. Based on the current stock price, Atna does not
expect the exercise of options and warrants to be a significant source of funds
during 2009.
 
 Gold
production from the Briggs Mine is expected to be approximately 19,000 ounces
during 2009. When the Briggs mine is operating at full production level, annual
gold production is expected to range from 40,000 to 50,000 ounces per year. The
estimated total capital requirements during 2009 to complete the Briggs Mine and
sustain operations are expected to be approximately US$11 million inclusive of
capitalized lease payments. The Briggs Mine is expected to produce gold through
the year 2014 based upon the current mine plan, which was determined using a
gold price of US$750 per ounce. Cash cost of operation is projected to be
approximately US$470 per ounce produced with no project debt service, which is
expected to generate positive cash flow in today’s gold markets.
 
 -13-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 In early
2009, the Company was granted a US$10 million line of credit with an equipment
manufacturer to lease equipment with that manufacturer. During the first quarter
of 2009, the Company leased approximately US$2.6 million of mining equipment
under the line of credit.
 
 Cash
balances for the Company as of March 23, 2009 are approximately $12.0
million.  The reduction in cash since December 31, 2008 primarily
reflects ongoing development and start-up costs at the Briggs Mine.
 
 Atna
continually evaluates business opportunities such as joint ventures, mergers
and/or acquisitions with the objective of increasing share value by creating
additional cash flow both to sustain us and to provide future sources of funds
for growth. While the Company expects that the future cash flows from the Briggs
Mine will finance its continuing activities, there are no assurances of success
in this regard. To implement the Company’s future goals of developing its other
mining properties, additional sources of funds will be required. Expected
sources of funds include cash flow from the Briggs Mine, debt markets, equity
markets, joint ventures and asset sales. If the Briggs Mine fails to generate
enough cash to implement management’s development plans and the debt and equity
markets continue to lack liquidity, the Company’s ability to expand and sustain
future cash flows could be delayed or adversely impacted.
 
 Financing
Transactions
 
 In
September 2008, the Company sold its portfolio of royalty interests for US$20
million. The sale of the royalties resulted in a gain and proceeds of
approximately $21.1 million.
 
 During
the fiscal year ended December 31, 2008, there were 850,000 common shares issued
related to the exercise of stock options that resulted in cash proceeds to the
Company of $0.6 million.
 
 On March
18, 2008, the Company completed the Canyon Merger. Atna acquired all of Canyon’s
issued and outstanding common shares, warrants, and debentures. As a result of
the Canyon Merger, Atna’s issued and outstanding common shares increased by
approximately 17.1 million and share capital increased by $29.6 million. Canyon
is now a wholly-owned US subsidiary of Atna.
 
 The
following table summarizes common shares outstanding as of December 31,
2008:
  Number
      ofSharesShares
      Outstanding, January 1, 2008
                
                
                64,722,588Exercise
      of stock options
                
                
                850,000Issuance
      for merger
                
                
                17,114,237Issuance
      for property purchase
                
                
                604,308Shares
      Outstanding, December 31, 2008
                
                
                83,291,133
 -14-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 Convertible
Debentures
 
 There are
$1.0 million of 6% debentures outstanding, which are denominated in US dollars.
The debentures are convertible until March 2011 to common shares at any time at
a conversion rate of US$4.31 per common share for a total of 0.2 million
underlying common shares.
 
 Capital
Expenditures
 
 Capital
expenditures for the year ended December 31, 2008 and 2007 totaled $10.0 million
and $2.1 million, respectively. The spending in 2008 was due primarily to the
capitalization of development costs at the Briggs Mine and the acquisition of
the Columbia property claims. Total capital spending for 2009 is expected to be
approximately US$11 million most of which is related to completion of the Briggs
Mine. Additional capital spending will be required to begin developing the
Reward Mine in Nevada, but that mine’s development is subject to permit and
financing completion.
 
 Outstanding
Warrants
 
 The
following table summarizes warrants outstanding as of December 31,
2008:
  Underlying
              
              
              Exercise
      PriceExpiration
      Date
              
              Shares
              
              
              (USD)June
      1, 2009
              
              
              987,360
              
              
              
              4.69May
      25, 2011
              
              
              2,435,294
              
              
              
              2.20Total/average
              
              
              3,422,654
              
              
              $
              2.92
  Surety
Bonds
 
 The
Briggs Mine 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 (“Lahontan”). The Company has
posted cash and reclamation bonds with these agencies in the amount of US$4.4
million of which US$4.2 million are reclamation bonds supported by a surety. All
surety bonds are subject to annual review and adjustment. Additional reclamation
bonds may be required to fully implement the current mine plan or to expand the
mine plan at the Briggs Mine. These additional bonds may need to be funded with
cash if an agreement cannot be reached with a third party surety.
 
 In
September 2007, Canyon settled a complaint of default with the surety company
supporting the above reclamation bonds. As of March 23, 2009, US$0.5 million
remains to be funded to the collateral account that will be made in two equal
payments in 2009 and 2010. The surety’s request for monies as collateral
represents a reimbursable deposit that is included in restricted cash to support
required future reclamation of the Briggs Mine site and therefore no liability
has been accrued for unfunded collateral.
 
 Related
Party Transactions
 
 During
the year, the Company had no related party transactions.
 
 Financial
Instruments
 
 The fair
value of the Company’s cash, accounts receivable and accounts payable is
estimated to approximate their carrying values. It is management’s opinion that
the Company is not exposed to significant interest, currency, or credit risk
arising from these financial statements.
 
 -15-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
  Off-Balance Sheet
Arrangements.
 
 -16-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 Stock
Options
 
 The
following table summarizes the stock options outstanding and exercisable at
December 31, 2008:
  Exercise Price
                
                
                Options Outstanding
                
                
                
                
                
                Options ExercisableLow
                
                High
                
                
                Quantity
                
                
                Weighted Average Remaining Contractual
      Life
                
                
                Weighted Average Exercise
    Price
                
                
                Quantity
                
                
                Weighted Average Remaining Contractual
      Life
                
                
                Weighted Average Exercise
    Price$    0.45
                
                
                $   
      0.82
                
                
                
                2,292,500
                
                
                
                5.0
                
                
                $
                0.45
                
                
                
                1,146,250
                
                
                
                5.0
                
                
                $
                0.45$    0.83
                
                
                $   
      1.32
                
                
                
                857,640
                
                
                
                3.1
                
                
                $
                1.32
                
                
                
                441,320
                
                
                
                3.1
                
                
                $
                1.32$    1.33
                
                
                $   
      1.36
                
                
                
                1,550,900
                
                
                
                1.5
                
                
                $
                1.36
                
                
                
                1,175,900
                
                
                
                1.4
                
                
                $
                1.36$    1.37
                
                
                $   
      2.01
                
                
                
                570,000
                
                
                
                0.1
                
                
                $
                2.01
                
                
                
                570,000
                
                
                
                0.1
                
                
                $
                2.01$    0.45
                
                
                $   
      2.01
                
                
                
                5,271,040
                
                
                
                3.1
                
                
                $
                1.03
                
                
                
                3,333,470
                
                
                
                2.6
                
                
                $
                1.15
 Disclosure Controls and Procedures
and Internal Controls over Financial Reporting
 
 The
Company's President and CEO and Vice President and CFO 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 the Company's President and CEO and
Vice President and CFO 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.
 
 Such
officers have evaluated, or caused to be evaluated under their supervision, the
effectiveness of the Company's DC&P and have concluded that the Company's
DC&P are effective as at December 31, 2008.
 
 The
President and CEO and Vice President and CFO of the Company are responsible for
the design and operating effectiveness of internal controls over financial
reporting (“ICFR”) or causing the controls to be designed and operating
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 Canadian
GAAP.
 
 Such
officers have evaluated, or caused to be evaluated under their supervision, the
effectiveness of the Company's ICFR for the year ended December 31, 2008 and
have concluded that the Company’s ICFR are effective as at December 31,
2008.
 
 There has
been no change in the Company’s IFCR that occurred during the year ended
December 31, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s IFCR.
 
 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.
 
 -17-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 Corporate
Governance
 
 Management
of the Company is responsible for the preparation and presentation of the
consolidated financial statements and notes thereto, MD&A and other
information contained in this annual report. Additionally, it is Management’s
responsibility to ensure the Company complies with the laws and regulations
applicable to its activities.
 
 The
Company’s management is held accountable to the Board of Directors
(“Directors”), four members of which were elected to annual terms in May 2008,
one member of which was elevated to a three-year term in May 2007 and one member
of which was elected to a three-year term in April 2006. The members elected to
three-year terms will serve the remainder of their three-year rotation and then
be subject to election to annual terms by the shareholders of the Company as are
the other members. The Directors are responsible for reviewing and approving the
annual audited financial statements and MD&A. Responsibility for the review
and approval of the Company’s quarterly unaudited interim financial statements
and MD&A is delegated by the Directors to the Audit Committee, which is
comprised of four 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 to conduct an audit of the
financial statements in accordance with generally accepted auditing standards.
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.
 
 Changes
in Accounting Policies
 
 Mineral Property
- Exploration Costs: Effective January 1, 2008, the Company changed its
accounting policy for mineral properties from deferring exploration costs
incurred during the exploration stage to expensing such costs in the year
incurred. This change has been applied retroactively and the comparative figures
in the consolidated financial statements have been restated. The effect of this
change on the restated consolidated balance sheet as of December 31, 2007 and
2006, is to decrease mineral properties and increase accumulated deficit by
$16.0 million and $17.9 million respectively. The effect of this change on the
restated consolidated statements of operations for year ended December 30, 2007
and 2006, is to (decrease) increase exploration expenses and net loss by ($1.9)
million and $2.9 million, respectively; and the restated net loss per share
(decreased) increased by ($0.02) and $0.05, respectively.
 
 International
Financial Reporting Standards:In February 2008, the CICA confirmed that
International Financial Reporting Standards ("IFRS") will be mandatory in Canada
for all publicly accountable entities for fiscal periods beginning on or after
January 1, 2011. The Company is analyzing the impact of IFRS on its consolidated
financial statements and anticipates that there will be changes in accounting
policies that may materially affect the Company’s accounting policies.
Management intends to develop a project plan to identify differences in
accounting policies and begin researching the key steps required to ensure a
successful transition to IFRS.
 
 Recent
Accounting Pronouncements
 
 This note
describes any recently issued accounting standard relevant to our Company and
business that may impact the Company in the future. It includes standards that
have been recently adopted or ones that have been issued and not yet
adopted.
 
 -18-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 Canadian
Standards
 
 Section
1582 – Business Combinations – In January 2009, the CICA issued Section 1582,
which replaces Section 1581 and establishes standards for the accounting for a
business combination.  Section 1581 has been re-filed under
“Superseded Accounting Recommendations” with a Supplement added setting out the
previous wording of paragraphs in other Handbook material that has been amended
substantially as a consequence of approving new Section 1582.  The
superseded Section 1581 will be withdrawn from the Handbook when it is no longer
effective.  Section 1582 applies prospectively to business
combinations for which the acquisition date is on or after January 1,
2011.  Earlier application is permitted.  If an entity
applies this Section before January 1, 2011, it shall disclose that fact and
apply consolidated financial statements, Section 1601, and non-controlling
interests, Section 1602, at the same time.  The Company will evaluate
the impact of Section 1582 to the financial statements beginning on January 1,
2010.
 
 Section
1601 – Consolidated Financial Statements – In January 2009, the CICA issued
Section 1601, which, together with new Section 1602, replaces Section 1600 and
establishes standards for the preparation of consolidated financial
statements.   Section 1600 has been re-filed under “Superseded
Accounting Recommendations”.  The superseded Section 1600 will be
withdrawn from the Handbook when it is no longer effective.  Section
1601 applies to interim and annual consolidated financial statements relating to
fiscal years beginning on or after January 1, 2011.  Earlier adoption
is permitted as of the beginning of a fiscal year.  An entity adopting
this Section for a fiscal year beginning before January 1, 2011 also adopts
business combinations, Section 1582, and non-controlling interests, Section
1602.   The Company will evaluate the impact of Section 1601 to
the financial statements beginning on January 1, 2010.
 
 Section
1602 – Non-Controlling Interests – In January 2009, the CICA issued Section
1602, which, together with new Section 1601, replaces Section 1600 and
establishes standards for accounting for a non-controlling interest in a
subsidiary in consolidated financial statements subsequent to a business
combination.   Section 1600 has been re-filed under “Superseded
Accounting Recommendations”.  The superseded Section 1600 will be
withdrawn from the Handbook when it is no longer effective.  Section
1602 applies to interim and annual consolidated financial statements relating to
fiscal years beginning on or after January 1, 2011.  Earlier adoption
is permitted as of the beginning of a fiscal year.  An entity adopting
this Section for a fiscal year beginning before January 1, 2011 also adopts
business combinations, Section 1582, and consolidated financial statements,
Section 1601.  The company presently has no reporting entities that contain
minority interest ownership.
 
 Section
3064 - Goodwill and Intangibles - In January 2008, the CICA issued Section 3064.
This section establishes standards for the recognition, measurement,
presentation and disclosure of goodwill, subsequent to the initial recognition,
and intangible assets by profit-oriented enterprises. This section applies to
annual and interim financial statements relating to fiscal years beginning on or
after October 1, 2008. Earlier adoption is encouraged.The Company does not
believe this new standard will have an affect on its financial position, results
of operations or cash flows.
 
 Section
3031 – Inventories – In June 2007, the CICA issued Section 3031 replacing
Section 3030. The section provides guidance with respect to the determination of
cost and requires inventories to be measured at the lower of cost and net
realizable value. The reversal of previous write-downs to net realizable value
when there is a subsequent increase in the value of inventories is now required.
The cost of the inventories should be based on a first-in, first-out or a
weighted average cost formula. Techniques used for the measurement of cost of
inventories, such as the standard cost method, may be used for convenience if
the results approximate cost. The new standard also requires additional
disclosures including the accounting policies used in measuring inventories, the
carrying amount of the inventories, amounts recognized as an expense during the
period, write-downs and the amount of any reversal of any write-downs recognized
as a reduction in expenses. The adoption of this section had no material impact
on the Company’s consolidated financial statements.
 
 -19-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 Section
3862 - Financial Instruments - In February 2007, the CICA issued two new
standards, Section 3862 “Financial Instruments Disclosures” and Section 3863
“Financial Instruments Presentation” These sections will replace the existing
Section 3861 “Financial Instruments Disclosure and Presentation.” Section 3862
provides users with information to evaluate the significance of the financial
instruments of the entity’s financial position and performances, nature and
extent of risks arising from financial instrument, and how the entity manages
those risks. Section 3863 deals with the classification of financial
instruments, related interest, dividends, losses and gains, and the
circumstances in which financial assets and financial liabilities are offset.
The new sections are effective for years beginning on or after October 1, 2007.
The Company has implemented this requirement in its consolidated financial
statements and footnotes.
 
 International
Financial Reporting Standards (“IFRS”) - In 2006, the Canadian Accounting
Standards Board (“AcSB”) published a new strategic plan that will significantly
affect financial reporting requirements for Canadian companies. The AcSB
strategic plan outlines the convergence of Canadian GAAP with IFRS over an
expected five year transitional period. In February 2008 the AcSB announced that
2011 is the changeover date for publicly-listed companies to use IFRS, replacing
Canada’s own GAAP. The date is for interim and annual financial statements
relating to fiscal years beginning on or after January 1, 2011.
 
 US
Standards
 
 The FASB
has issued FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  Statement 162 is effective November 15, 2008
and is intended to improve financial reporting by identifying a consistent
framework, or hierarchy, for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with U.S. GAAP
for nongovernmental entities.
 
 In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities”(“SFAS 159”). This Statement is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of a fiscal year that begins on or before
November 15, 2007, provided the entity also elects to apply the provisions of
FASB Statement No. 157, Fair
Value Measurements.This Statement permits entities to choose to measure
many financial instruments and certain other items at fair value. The objective
is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. The Company adopted SFAS
No. 159 on January 1, 2008 and the adoption did not have an impact on the
reconciliation to US GAAP.
 
 In
September 2006, FASB issued Statement No. 157, “Fair Value Measurements”(SFAS
157”). This standard provides guidance for using fair value to measure assets
and liabilities.  SFAS 157 applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value but does not
expand the use of fair value in any new circumstances.  The standard
clarifies that for items that are not actively traded, fair value should reflect
the price in a transaction with a markets participant, including an adjustment
for risk.  Under SFAS  157, fair value refers to the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants in the market which the
reporting entity transacts.  This Statement is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. Earlier application is encouraged,
provided that the reporting entity has not yet issued financial statements for
that fiscal year, including financial statements for an interim period within
that fiscal year. The Company adopted SFAS 157 on January 1, 2008 and the
adoption did not have an impact on the reconciliation to US GAAP.
 
 -20-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 In
December 2007, the FASB issued Statement No. 160, “Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).
SFAS 160 requires all entities to report non-controlling interests in
subsidiaries as a separate component of equity in the consolidated financial
statements. SFAS 160 establishes a single method of accounting for changes in a
parent’s ownership interest in a subsidiary that do not result in
deconsolidation. Companies will no longer recognize a gain or loss on partial
disposals of a subsidiary where control is retained. In addition, in partial
acquisitions, where control is obtained, the acquiring company will recognize
and measure at fair value 100 percent of the assets and liabilities, including
goodwill, as if the entire target company had been acquired. SFAS 160 is
effective for the Company’s fiscal year beginning July 1, 2009, and is to be
applied prospectively. The Company will evaluate the impact of SFAS 160 to the
reconciliation to US GAAP beginning on January 1, 2010.
 
 In March
2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No. 133”
(“SFAS 161”). SFAS 161 intends to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity’s financial position,
financial performance and cash flows. SFAS 161 also requires disclosure about an
entity’s strategy and objectives for using derivatives, the fair values of
derivative instruments and their related gains and losses. SFAS 161 is effective
for fiscal years and interim periods beginning after November 15, 2008, and will
be applicable to the Company’s fiscal year beginning July 1, 2009. The Company
will evaluate the impact of SFAS 161 to the reconciliation to US GAAP beginning
on January 1, 2010.
 
 In May
2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”). SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with US generally accepted accounting principles for
nongovernmental entities. SFAS 162 is effective 60 days following the approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
“The Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles”. The Company does not expect a significant impact on the
reconciliation to US GAAP due to SFAS 162.
 
 In June
2008, the FASB ratified EITF 07-5, “Determining Whether an Instrument (or
Embedded Feature) is Indexed to an Entity’s Own Stock” EITF 07-5 provides
guidance in determining whether or not derivative financial instruments are
indexed to a company’s own stock. It is effective the fist fiscal year beginning
after December 15, 2008, including interim periods within those fiscal
years.  The Company will adopt EITF 07-5 on January 1, 2009 and
expects a significant impact on its US GAAP reconciliation.
 
 -21-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 Forward-Looking
Statements
 
 Certain
statements included or incorporated by reference in this MD&A, including
information as to the future financial or operating performance of the Company,
and its projects, constitute forward-looking statements. The words “believe”,
“expect”, “anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”,
“budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify
forward-looking statements. Forward-looking statements include, among other
things, statements regarding anticipated capital spending and cash flows,
expectations regarding operations, production, drilling and approvals and the
timing of studies and reports. Forward-looking statements are based upon a
number of estimates and assumptions made by the Company in light of its
experience and perception of historical trends, current conditions and expected
future developments, as well as other factors that the Company believes are
appropriate in the circumstances. While these estimates and assumptions are
considered reasonable by the Company, they are inherently subject to significant
business, economic, competitive, political and social uncertainties and
contingencies. Many factors could cause the Company’s actual results to differ
materially from those expressed or implied in any forward-looking statements
made by, or on behalf of, the Company. Such factors include, among other things,
risks relating to additional funding requirements, exploration, development and
operating risks, competition, production risks, regulatory restrictions,
including environmental regulation and liability and potential title disputes.
These factors and others that could affect the Company’s forward-looking
statements are discussed in greater detail in the section headed “Risks and
Uncertainties” below. Investors are cautioned that forward-looking statements
are not guarantees of future performance and, accordingly, investors are
cautioned not to put undue reliance on forward-looking statements due to the
inherent uncertainty therein. Forward-looking statements are made as of the date
of this MD&A, or in the case of documents incorporated by reference herein,
as of the date of such document, and the Company disclaims any intent or
obligation to update publicly such forward-looking statements, whether as a
result of new information, future events or results or otherwise.
 
 Risks
and Uncertainties
 
 Mineral
exploration is a speculative 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 minerals
deposits, which, though present, are insufficient in quantity and quality to
return a profit from production. The marketability 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
market fluctuations, the proximity and capacity of mining facilities, mineral
markets and processing equipment, and such other factors as government
regulations, including regulations relating to royalties, allowable production,
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 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 in
inflation, currency exchange fluctuations, interest rates and global or regional
consumption patterns, speculative activities and increased production due to
improved mining and production methods.
 
 -22-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 
 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. Compliance with environmental and other regulations may
reduce profitability, or preclude economic development of a property
entirely.
 
 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.
The possibility exists 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.
 
 The
business of mineral exploration and extraction involves a high degree of risk
and very few properties ultimately achieve commercial production. As a mining
company in the exploration and development stage, the future ability of the
Company to conduct exploration and development will be affected principally by
its ability to raise adequate amounts of capital through the use of equity,
debt, asset sales, joint ventures or by other means. 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 marketability of
securities of speculative exploration and development mining companies. There is
no assurance that the Company will be successful in obtaining additional
financing beyond its current position.
 
 Recovery
of gold and silver from ore is impacted by many factors that create
uncertainty.  Factors impacting gold recovery include variation in
crushed ore size, ore grade, rock type, solution concentration, lime addition,
temperature, rainfall, irrigation time, pressure stripping, refining, timely
implementation of ore placement on the leach pad and other associated factors.
The cost structure of recovering metal is also by numerous variables including
ore grade and gold recovery, fuel and consumable costs, labor and benefit cost,
equipment operating and maintenance costs, and numerous other factors. Other
production risk factors may include labor strife, slope failure, poor gold
recovery, unavailability of skilled labor and management, availability of mining
equipment, availability of consumables used in mining, mine plan implementation,
weather and other operational factors.
 
 For
additional information on risk factors, please refer to the risk factors section
of the company’s 20-F for the year ended December 31, 2008, which can be found
on SEDAR at www.sedar.com.
 
 -23-
 ATNA
RESOURCES LTD.
 MANAGEMENT'S
DISCUSSION AND ANALYSIS
 For
the Year Ended December 31, 2008
 Outlook
 
 The
remainder of 2009 will focus primarily on placing the Briggs Mine into
production and completing the permitting of the Reward Project. As a result of
the merger with Canyon and the US$20 million sale of the Company’s royalty
portfolio, the combined Company is well positioned to bring the Briggs Mine into
production during the second quarter of 2009 and ultimately develop the Reward
and Pinson Projects as financial market conditions allow. The Company’s key
milestone for 2009 is the re-start of the Briggs Mine and completion of permits
for the Reward Gold Project, but the Company will continue to consider new
exploration, acquisition and asset sale opportunities that add value, accelerate
growth and provide cash.
  -24-