**U.S.
        SECURITIES & EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 **FORM
        20-F**
 
 (Mark
        One)
 
  ̈
              
              REGISTRATION
                  STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                  ACT
                  OF 1934ORx
              
              ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934For
                  the fiscal year ended December 31, 2006OR ̈
              
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934For
                  the transition period from _____________ to _____________
 
 
 Commission
        File Number: 0-29336
 
 
 **ATNA
        RESOURCES LTD.**
 (Exact
        name of registrant as specified in its charter)
 
 
 **Province
        of British Columbia (Canada)**
 (Jurisdiction
        of incorporation or organization)
 
 
 **510
        - 510 Burrard Street**
 **Vancouver,
        British Columbia V6C 3A8**
 **Canada**
 (Address
        of principal executive offices)
 
 
 Securities
        registered or to be registered pursuant to Section 12(b) of the
        Act:
 None
 
 Securities
        registered or to be registered pursuant to Section 12(g) of the
        Act:
 Common
        Shares Without Par Value
 
 Securities
        for which there is a reporting obligation pursuant to Section 15(d) of the
        Act:
 None
  I
  
 Indicate
        the number of outstanding shares of each of the Registrant's classes of capital
        or common stock as of the close of the period covered by the annual
        report:
 Title
                  of Each Class
              Issued
                  and Outstanding as at March 16, 2007Common
                  Shares without par value
              64,376,838Preferred
                  Shares without par value
              Nil
 
 
 Indicate
        by check mark if the registrant is a well-known seasoned issuer, as defined
        in
        Rule 405 of the Securities Act.
 Yes
        [   ]      No [ X ]
  If
        this
        report is an annual or transition report, indicate by check mark if the
        registrant is not required to file reports pursuant to Section 13 or 15(d)
        of
        the Securities Exchange Act of 1934.
 Yes
        [   ]     No [ X
        ]
  Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or shorter period that the registrant was required to
        file
        such reports) , and (2) has been subject to such filing requirements for
        the
        past 90 days.
 Yes
        [  X  ]     No
        [   ]
  Indicate
        by check mark which financial statements item the registrant has elected
        to
        follow:
 Item
        17 [ X ]     Item 18
        [   ]
  If
        this
        report is an annual report, indicate by check mark whether the registrant
        is a
        shell company (as defined in Rule 12b-2 of the Securities Exchange Act of
        1934):
 Yes
        [   ]     No [ X
        }
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, or a
        non-accelerated filer.  See definitions of "accelerated filer and large
        accelerated filer" in Rule 12b-2 of the Exchange Act.
 Large
          accelerated filer   [  
]      Accelerated filer [  
]     Non-accelerated filer [ X ]
 
 
  17988.97871.RCC.2884114.2
 II
   
 TABLE
        OF
        CONTENTS
 
  PART
        I
  ITEM
        2. OFFER STATISTICS AND EXPECTED TIMETABLE
  ITEM
        3.KEY
        INFORMATION
  ITEM
        4.INFORMATION
        ON THE COMPANY
  ITEM
        5.OPERATING
        AND FINANCIAL REVIEW AND PROSPECTS
  ITEM
        6.DIRECTORS,
        SENIOR MANAGEMENT AND EMPLOYEES
  ITEM
        7.MAJOR
        SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  ITEM
        8.FINANCIAL
        INFORMATION
  ITEM
        9.THE
        OFFERING AND LISTING
  ITEM
        10.ADDITIONAL
        INFORMATION
  ITEM
        11.QUANTITATIVE
        AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  ITEM
        12.DESCRIPTION
        OF SECURITIES OTHER THAN EQUITY SECURITIES
  PART
        II
  ITEM
        13.DEFAULTS,
        DIVIDEND ARREARAGES AND DELINQUENCIES
  ITEM
        14.MATERIAL
        MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
        PROCEEDS
  ITEM
        15.CONTROLS
        AND PROCEDURES
  ITEM
        16.AUDIT
        COMMITTEE FINANCIAL EXPERT AND CODE OF ETHICS
  PART
        III
  ITEM
        17. FINANCIAL STATEMENTS
  ITEM
        18.FINANCIAL
        STATEMENTS
  ITEM
        19.EXHIBITS
 
  i
  CAUTIONARY
        STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
 This
        Annual Report on Form 20-F included herein contain forward-looking statements
        concerning the Company’s Nevada projects including the Jarbidge, Pinson,
        Beowawe, and other projects located in the United States, Canada and Chile.
        These statements relate to analyses and other information that are based
        on
        forecasts of future results, estimates of amounts not yet determinable and
        assumptions of management.
 
 Statements
        concerning mineral resource estimates may also be deemed to constitute
        forward-looking statements to the extent that they involve estimates of the
        mineralization that will be encountered if the property is developed. Any
        statements that express or involve discussions with respect to predictions,
        expectations, beliefs, plans, projections, objectives, assumptions or future
        events or performance (often, but not always, using words or phrases such
        as
“expects”, “is expected”, “anticipates”, “plans”, “projects”, “estimates”,
“assumes”, “intends” “strategy”, “goals”, “objectives”, “potential” or
        variations thereof or stating that certain actions, events or results “may”,
“could”, “would”, “might” or “will” be taken, occur or be achieved, or the
        negative of any of these terms and similar expressions) are not statements
        of
        historical fact and may be “forward-looking statements.” Forward-looking
        statements are subject to a variety of known and unknown risks, uncertainties
        and other factors that could cause actual events or results to differ from
        those
        reflected in the forward-looking statements, including, without limitation:
 
 ·
            uncertainty
                of production at the Company’s mineral exploration properties; ·
            risks
                related to the Company’s ability to commence production and generate
                material revenues or obtain adequate financing for its planned exploration
                and development activities; ·
            uncertainty
                of capital costs, operating costs, production and economic returns; ·
            risks
                related to the Company’s ability to finance the development of its mineral
                properties; ·
            permitting
                risks; ·
            risks
                and uncertainties relating to the interpretation of drill results,
                the
                geology, grade and continuity of the Company’s mineral deposits; ·
            commodity
                price fluctuations; ·
            risks
                related to the Company’s current intention not to use hedging
                arrangements; ·
            currency
                fluctuations; risks related to governmental regulations, including
                environmental regulations; risks related to reclamation activities
                on the
                Company’s properties; ·
            the
                Company’s ability to attract and retain qualified
                management; ·
            the
                Company’s lack of infrastructure; ·
            mining
                and development risks, including risks related to accidents, equipment
                breakdowns, labor disputes or other unanticipated difficulties with
                or
                interruptions in production; uncertainty related to title to the
                Company’s
                mineral properties; ·
            the
                Company’s history of losses and expectation of future
                losses; ·
            the
                possible dilution of the Company’s interest in the Pinson Mine property;
                and ·
            increased
                competition in the mining industry. 
 This
        list
        is not exhaustive of the factors that may affect any of the Company's
        forward-looking statements. Forward-looking statements are statements about
        the
        future and are inherently uncertain, and actual achievements of the Company
        or
        other future events or conditions may differ materially from those reflected
        in
        the forward-looking statements due to a variety of risks, uncertainties and
        other factors, including, without limitation, those referred to in the Annual
        Report on Form 20-F, under the heading "Risk Factors'' and elsewhere. The
        Company's forward-looking statements are based on the beliefs, expectations
        and
        opinions of management on the date the statements are made, and the Company
        does
        not assume any obligation to update forward-looking statements if circumstances
        or management's beliefs, expectations or opinions should change. For the
        reasons
        set forth above, investors should not place undue reliance on forward-looking
        statements.
 
 
 **RESOURCE
        DISCLOSURE**
 
 Terms
        used in this Annual Report relating to mineral reserves and mineral resources
        are Canadian mining terms as defined in accordance with National Instrument
        43-101 under the guidelines set out in Canadian Institute of Mining, Metallurgy
        and Petroleum (“CIM”) Standards on Mineral Resources and Mineral Reserves
        Definitions and
  ii
  Guidelines
        as adopted by the CIM Council. Under CIM Standards, the terms “mineral
        resource”, “measured mineral resource”, “indicated mineral resource” and
“inferred mineral resource” have the following meanings:
 
 
 **Mineral
                  resource**
              The
                  term “mineral resource”, under CIM Standards, refers to a concentration or
                  occurrence of natural, solid, inorganic or fossilized organic material
                  in
                  or on the Earth’s crust in such form and quantity and of such a grade or
                  quality that it has reasonable prospects for economic extraction.
                  The
                  location, quantity, grade, geological characteristics and continuity
                  of a
                  mineral resource are known, estimated or interpreted form specific
                  geological evidence and knowledge. Under CIM Standards, mineral
                  resources
                  are categorized as follows:
 
 **Measured
                  mineral resource**refers
                  to that part of a mineral resource for which a quantity grade or
                  quality,
                  density, shape and physical characteristics are so well established
                  that
                  they can be estimated with confidence sufficient to allow the appropriate
                  application of technical and economic parameters, to support production
                  planning and evaluation of the economic viability of the deposit.
                  The
                  estimate is based on detailed and reliable exploration, sampling
                  and
                  testing information gathered through appropriate techniques from
                  locations
                  such as outcrops, trenches, pits, workings and drill holes that
                  are spaced
                  closely enough to confirm both geological and grade continuity.
 
 **Indicated
                  mineral resource**refers to that part of a mineral resource for which quantity grade
                  or
                  quality, density, shape and physical characteristics can be estimated
                  with
                  a level of confidence sufficient to allow the appropriate application
                  of
                  technical and economic parameters to support mine planning and
                  evaluation
                  of the economic viability of the deposit. The estimate is based
                  on
                  detailed and reliable exploration and testing information gathered
                  through
                  appropriate techniques from locations such as outcrops, trenches,
                  pits,
                  workings and drill holes that are spaced closely enough for geological
                  and
                  grade continuity to be reasonably assumed.
 
 **Inferred
                  mineral resource**refers to that part of a mineral resource for which quantity and
                  grade or
                  quality can be estimated on the basis of geological evidence and
                  limited
                  sampling and reasonably assumed, but not verified, geological and
                  grade
                  continuity. The estimate is based on limited information and sampling
                  gathered through appropriate techniques from locations such as
                  outcrops,
                  trenches, pits, workings and drill holes.
 
 **Cautionary
        Note to U.S. Investors Concerning Estimates of Mineral Reserves and Mineral
        Resources:**
 
 We
        advise
        U.S. investors that the definitions of the terms “mineral reserve,” “proven
        mineral reserve” and “probable mineral reserve” under CIM Standards are
        different than the definitions adopted to the U.S. Securities and Exchange
        Commission (the “SEC”) and applicable to U.S. companies filing reports with the
        SEC pursuant to Guide 7. It is the view of the SEC’s staff that:
 ·
            A
                “final” or “bankable” feasibility study is required to meet the
                requirements to designate reserves under Guide
                7. ·
            A
                historic three year average price is to be used in any reserve or
                cash
                flow analysis to designate reserves. ·
            To
                meet the “legal” part of the reserve definition, the primary environmental
                analysis or document should have been submitted to governmental
                authorities. 
 In
        addition, while the terms “mineral resource,” “measured mineral resource,”
“indicated mineral resource,” and “inferred mineral resource” are recognized and
        required to be reported by Canadian regulations, the SEC does not recognize
        them. As such, information contained in this Annual Report concerning
        descriptions of mineralization, resources and reserves under Canadian standards
        may not be comparable to similar information made public by U.S. companies
        subject to the reporting and disclosure requirements of the SEC. “Indicated
        mineral resource” and “inferred mineral resource” have a great amount of
        uncertainty as to their existence and a great uncertainty as to their economic
        and legal feasibility. It cannot be assumed that all or any part of an
“indicated mineral resource” or “inferred mineral resource” will ever be
        upgraded to a higher category. **U.S.
        investors are cautioned not to assume that any part or all of an inferred
        resource exists, or is economically or legally mineable.**
 
  17988.97871.RCC.2884114.2
 iii
   **PART
        I**
 
 
 **ITEM
                  1.**
              **IDENTITY
                  OF DIRECTORS, SENIOR MANAGEMENT AND
                  ADVISORS**
 
 This
        Form
        20F is being filed as an annual report under the Exchange Act and, as such,
        there is no requirement to provide any information under this item.
 
 
 **ITEM
                  2.**
              **OFFER
                  STATISTICS AND EXPECTED
                  TIMETABLE**
 
 This
        Form
        20F is being filed as an annual report under the Exchange Act and, as such,
        there is no requirement to provide any information under this item.
 
 
 **ITEM
                  3.**
              **KEY
                  INFORMATION**
 
 **A.**
              **Selected
                  Financial Data**
 
 The
        following table summarizes certain financial information, which is derived
        from
        and should be read in conjunction with the audited consolidated financial
        statements included elsewhere herein. These consolidated financial statements
        include the accounts of the Company and its wholly owned subsidiary Atna
        Resources, Inc., incorporated in the State of Nevada, U.S.A. The audited
        financial statements have been prepared in accordance with Generally Accepted
        Accounting Practices (‘GAAP’) in Canada and conform in all material respects
        with accounting principles generally accepted in the U.S.A. except as stated
        in
        Note 13 of the notes thereto. The following information should be read in
        conjunction with these financial statements and notes thereto, included in
        Item
        19 of this report. All monetary data herein is stated in Canadian dollars.
        See
        Exchange Rates Data in this section.
 
 **Year
                  ended**
                **12/31/06**
              **Year
                  ended**
                **12/31/05**
              **Year
                  ended**
                **12/31/04**
                **$**
              **Year
                  ended**
                **12/31/03**
                **$**
              **Year
                  ended**
                **12/31/02**
                **$**Interest
                  income
              543,053
              384,406
              115,315
              65,167
              97,209Other
                  income
              Nil
              2,000
              4,000
              4,000
              4,000Operating
                  revenue
              Nil
              Nil
              Nil
              Nil
              NilNet
                  Loss
              727,509
              1,203,836
              4,522,611
              1,764,935
              5,273,769Net
                  Loss per common share
              0.01
              0.03
              0.14
              0.08
              0.24Total
                  Assets
              33,832,542
              33,746,201
              14,258,164
              13,547,416
              13,031,685Long-term
                  Debt
              Nil
              Nil
              Nil
              Nil
              NilNet
                  Assets
              33,050,634
              32,019,896
              13,286,976
              13,482,199
              12,678,906Capital
                  Stock
              60,839,308
              51,286,111
              40,795,561
              36,524,790
              34,051,138Cash
                  dividends per common share
              Nil
              Nil
              Nil
              Nil
              NilNumber
                  of shares
              64,176,838
              55,429,067
              38,950,872
              30,194,667
              21,757,037
 (1)
        U.S.
        readers should refer to Note 13 of the audited consolidated financial statements
        contained in this report for an explanation of the material differences between
        Canadian and U.S. generally accepted accounting principles, and a presentation
        of figures derived by a hypothetical application of U.S. accounting principles
        to those financial statements.
 (2)
        Loss
        per share has been calculated using the weighted-average number of common
        shares
        outstanding during the period.
  1
  Exchange
        Rate Data
 
 Unless
        otherwise indicated, all monetary references herein are denominated in Canadian
        Dollars. The exchange rates used herein were obtained from Bank of Canada;
        however, they cannot be guaranteed.
 
 As
        at
        March 16, 2006, the noon rate as quoted by Bank of Canada was Cdn$1.1740
        equals
        US $1.00.
 
 The
        following table sets out the high and low exchange rates for each month during
        the previous six months.
 
 High
                  for Period
              
              Low
                  for PeriodFebruary
                  2007
              1.1854
              
              1.1597January
                  2007
              1.1825
              
              1.1640December
                  2006
              1.1664
              
              1.1394November
                  2006
              1.1473
              
              1.1255October
                  2006
              1.1393
              
              1.1179September
                  2006
              1.1274
              
              1.10473
 
 The
        following table sets forth the average exchanges rates for the past five
        years,
        expressed as Canadian dollars per U.S. dollars.
 
 Year
              
              Average2002
              
              1.57032003
              
              1.40152004
              
              1.30152005
              
              1.21162006
              
              1.1364
 
 **B.**
              **Capitalization
                  and Indebtedness**
 
 This
        Form
        20F is being filed as an annual report under the Exchange Act and, as such,
        there is no requirement to provide any information under this item.
 
 **C.**
              **Reasons
                  for the Offer and Use of
                  Proceeds**
 
 This
        Form
        20F is being filed as an annual report under the Exchange Act and, as such,
        there is no requirement to provide any information under this item.
 
 **D.**
              **Risk
                  Factors**
 
 The
        securities of the Company are considered speculative due to the nature of
        the
        Company’s business and the present stage of its development. A prospective
        investor should consider carefully the following factors:
 
 *Precious
        and Base Metal Price Fluctuations*
 
 The
        profitability of the Company's operations is dependent upon the market price
        of
        certain precious and base metals. The price of such metals or interest related
        thereto has fluctuated widely and is affected by numerous factors beyond
        the
        control of the Company. These factors include international economic and
        political conditions, expectations of inflation, international currency exchange
        rates, interest rates, global or regional consumptive patterns, speculative
        activities, levels of supply and demand, increased production due to new
        mine
        developments and improved mining and production methods, availability and
        costs
        of metal substitutes, metal stock levels maintained by producers and others
        and
        inventory carrying costs. The exact effect of these factors cannot be accurately
        predicted, but the combination of these factors may result in the Company
        not
        receiving an adequate return on invested capital or the investment not retaining
        its value.
  2
  
 *Operating
        Hazards and Risks*
 
 Mining
        operations generally involve a high degree of risk, which even a combination
        of
        experience, knowledge and careful evaluation may not be able to overcome.
        Hazards such as unusual or unexpected formations and other conditions are
        involved. Operations in which the Company has a direct or indirect interest
        will
        be subject to all the hazards and risks normally incidental to exploration,
        development and production of precious and base metals, any of which could
        result in work stoppages, damage to or destruction of mines and other producing
        facilities, damage to life and property, environmental damage and possible
        legal
        liability for any or all damage. The Company maintains liability insurance
        in an
        amount that it considers adequate for its operations; however, the Company
        may
        become subject to liability for pollution, cave-ins or hazards against which
        it
        cannot insure or against which it may elect not to insure. The payment of
        such
        liabilities may have a material adverse effect on the Company's financial
        position.
 
 *Exploration
        and Development*
 
 There
        is
        no known body of commercial ore on the Company's mineral properties. Development
        of the Company's properties will only follow upon obtaining satisfactory
        exploration results. Mineral exploration and development involves a high
        degree
        of risk and few properties explored ultimately are developed into producing
        mines. There is no assurance that the Company's mineral exploration and
        development activities will result in any discoveries of bodies of commercial
        ore. The long-term profitability of the Company's operations will be in part
        directly related to the cost and success of its exploration programs, which
        may
        be affected by a number of factors.
 
 Substantial
        expenditures are required to establish reserves through drilling, to develop
        metallurgical processes to extract metal from ore and to develop the mining
        and
        processing facilities and infrastructure at any site chosen for mining. Although
        substantial benefits may be derived from the discovery of a major mineralized
        deposit, no assurance can be given that minerals will be discovered in
        sufficient quantities to justify commercial operations or that the funds
        required for development can be obtained on a timely basis.
 
 The
        marketability of any minerals acquired or discovered may be affected by numerous
        factors which are beyond the Company's control and which cannot be accurately
        predicted, such as market fluctuations, the proximity and capacity of milling
        facilities, mineral markets and processing equipment, and other factors such
        as
        government regulations, including regulations relating to royalties, allowable
        production, importing and exporting minerals and environmental
        protection.
 
 *Calculation
        of Reserves and Mineralization and Precious and Base Metal
        Recovery*
 
 There
        is
        a degree of uncertainty attributable to the calculation of reserves and
        mineralization and corresponding grades being mined or dedicated to future
        production. Until reserves or mineralization are actually mined and processed,
        quantity of mineralization and grades must be considered as estimates only.
        In
        addition, the quantity of reserves and mineralization may vary depending
        on
        metal prices. Any material change in quantity of reserves, mineralization,
        grade
        or stripping ratio may affect the economic viability of the Company's
        properties. In addition, there can be no assurance that precious or other
        metal
        recoveries in small-scale laboratory tests will be duplicated in larger scale
        tests under on-site conditions or during production.
 
 *Government
        Regulation*
 
 Operations,
        development and exploration on the Company's properties are affected to varying
        degrees by government regulations relating to such matters as environmental
        protection, health, safety and labour; mining law reform; restrictions on
        production; price controls; tax increases; maintenance of claims; tenure;
        and
        expropriation of property. There is no assurance that future changes in such
        regulation, if any, will not adversely affect the Company's
        operations.
 
 *Environmental
        Factors*
 
 All
        phases of the Company's operations are subject to environmental regulation
        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
  3
  and
        a
        heightened degree of responsibility for companies and their officers, directors
        and employees. There is no assurance that future changes in environmental
        regulation, if any, will not adversely affect the Company's operations.
        Environmental hazards may exist on the Company's properties unknown to the
        Company at present, which have been caused by previous or existing owners
        or
        operator of the properties.
 
 *Competition
        and Agreements with Other Parties*
 
 The
        mining industry is intensely competitive at all phases, and the Company competes
        with many companies possessing greater financial resources and technical
        facilities. Competition in the mining business could adversely affect the
        Company's ability to acquire suitable producing properties or prospects for
        mineral exploration in the future.
 
 The
        Company may, in the future, be unable to meet its share of costs incurred
        under
        agreements to which it is a party and the Company may have its interest in
        the
        properties subject to such agreements reduced as a result. Furthermore, if
        other
        parties to such agreements do not meet their share of such costs, the Company
        may be unable to finance the cost required to complete recommended
        programs.
 
 *Cash
        Flow*
 
 The
        Company has no source of operating cash flow to fund all of its exploration
        and
        development projects. Any further significant work would likely require
        additional equity or debt financing. The Company has limited financial resources
        and there is no assurance that additional funding will be available to allow
        the
        Company to fulfil its obligations on existing exploration or joint venture
        properties. Failure to obtain additional financing could result in delay
        or
        indefinite postponement of further exploration and the possible, partial
        or
        total loss of the Company's interest in certain properties.
 
 *Conflict
        of Interest*
 
 Certain
        directors and officers of the Company are officers and/or directors of, or
        are
        associated with other natural resource companies that acquire interest in
        mineral properties. Such associations may give rise to conflicts of interest
        from time to time. The directors are required by law, however, to act honestly
        and in good faith with a view to the best interests of the Company and its
        shareholders and to disclose any personal interest which they may have in
        any
        material transactions which is proposed to be entered into with the Company
        and
        to abstain from voting as a director for the approval of any such
        transaction.
 
 *Title
        to Assets*
 
 Although
        the Company has or will receive title opinions for any properties in which
        it
        has a material interest in Canada and the U.S., there is no guarantee that
        title
        to such properties will not be challenged or impugned. The Company has not
        conducted surveys of the claims in which its holds direct or indirect interests
        and therefore, the precise area and location of such claims may be in doubt.
        The
        Company's claims may be subject to prior unregistered agreements or transfers
        or
        native land claims and title may be affected by undetected defects. Native
        land
        claim settlements are more advanced in the Yukon Territory than they are
        in
        British Columbia, and none of the Company's properties in the Yukon Territory
        cover areas where the Federal Crown proposes to transfer mineral rights to
        the
        First Nations. However, there is no guarantee that this will not change before
        settlements are finalized. Mineral claim title in Chile is less certain than
        in
        Canada and the U.S. The Chilean government makes no effort to establish true
        claim ownership and allows recording of claims that may be layered on top
        of
        pre-existing claims. An underlying claim may or may not lapse with non-payment
        of taxes. As a result, establishing certainty of claim ownership is a difficult
        procedure and there is no guarantee that claims the Company acquires in Chile
        will not be challenged or impugned.
 
 *Dividends*
 
 The
        Company has not, since the date of its incorporation, declared or paid any
        dividends on its Common Shares and does not currently intend to pay dividends.
        Earnings, if any, will be retained to finance further growth and development
        of
        the business of the Company.
  4
  *Resale
        of Shares*
 
 The
        continued operation of the Company will be dependent upon its ability to
        generate operating revenues and to procure additional financing. There can
        be no
        assurance that any such revenues can be generated or that other financing
        can be
        obtained. If the Company is unable to generate such revenues or obtain such
        additional financing, any investment in the Company may be lost. In such
        event,
        the probability of resale of the shares purchased would be
        diminished.
 
 *Joint
        Ventures*
 
 Certain
        of the properties in which Company has an interest are operated through joint
        ventures with other mining companies. In particular, the Company holds an
        interest in the Pinson Mining Property with the remaining interest held by
        PMC.
        The Company’s interest in the Pinson Mining Property is subject to the risks
        normally associated with the conduct of joint ventures. The existence or
        occurrence of one or more of the following circumstances and events could
        have a
        material adverse impact on the viability of the Company interests held through
        joint ventures and on the Company’s future cash flows, earnings, results of
        operations and financial condition: (i) disagreement with joint venture partners
        on how to develop and operate mines efficiently; (ii) inability of joint
        venture
        partners to meet their obligations to the joint venture or third parties;
        and
        (iii) litigation between joint venture partners regarding joint venture
        matters.
 
 *Potential
        Litigation*
 
 From
        time
        to time, during the ordinary course of business, the Company is threatened
        with,
        or is named as a defendant in, various actions, disputes, and legal proceedings,
        including claims of breach of contract, lost profits or other consequential
        damage claims. A significant judgment against the Company or a failure to
        settle
        any dispute on terms satisfactory to the Company could have a material adverse
        effect on the Company’s ability to continue operations.
 
 
 **ITEM
                  4.**
              **INFORMATION
                  ON THE COMPANY**
 
 **A.**
              **History
                  and Development of the
                  Company**
 
 Atna
        Resources Ltd. was incorporated under the *Company
        Act* (British
        Columbia) on May 30, 1984, by registration of its Memorandum and Articles
        under
        its present name. The Company was extra-territorially registered in the Yukon
        Territory on April 13, 1995.
 
 The
        Company formed Atna Resources, Inc., (the “US subsidiary”), a wholly owned
        subsidiary, to act as its operating arm for mineral interests in the United
        States. The U.S. subsidiary was incorporated under and by virtue of the General
        Corporation Laws of the State of Nevada on December 8, 1987, and its principal
        office is located at 115 - 1575 Delucchi Lane, Reno, Nevada, USA,
        89502.
 
 Unless
        the context otherwise requires, the term “Company” in this report means Atna
        Resources Ltd. together with its U.S. subsidiary.
 
 The
        head
        office of the Company is located at 510-510 Burrard Street, Vancouver, B.C.
        Canada V6C 3A8. The address of the registered and records offices of the
        Company
        is 1600 - 925 West Georgia Street, Vancouver, British Columbia, V6C
        3L2.
 
 During
        the past three years, the Company’s capital and exploration expenditures have
        been incurred on projects located in the United States, with a substantial
        amount of the expenditures occurring on the Pinson Mine Property located
        in
        Humboldt County, Nevada. The Company has spent aggregate, net proceeds of
        $18,856,600 on exploration over the past three years with $16,661,569 being
        spent on the Pinson property and the balance spent on exploration and
        maintenance of the Company’s other US and Canada projects. This exploration has
        been financed primarily from equity financings, the exercise of warrants
        and the
        exercise stock options in 2004 totaling $3,648,758, $458,460 and $109,500,
        respectively; from equity financings, the exercise of warrants and the exercise
        of stock options in 2005 totaling $5,128,107, $5,074,192 and $243,225,
        respectively; and from equity financings, the
  5
  exercise
        of warrants and the exercise of stock options in 2006 totaling $8,730,587,
        $459,795 and $286,125, respectively.
 
 The
        Company’s exploration focus has shifted from the Pinson project to the Jarbidge
        and other Nevada projects as a result of Pinson Mining Company’s (PMC) election
        in April 2006 to back-in on the Pinson project. As a requirement of the back-in
        PMC must spend US$30
 million
        before April 2009 if it is to earn back a 40% in the project from the Company,
        thereby increasing PMC’s project interest from 30% to 70%.
 
 The
        Company has sufficient working capital for property maintenance requirements
        and
        administrative overhead for the next 12 months.
 
 **B.**
              **Business
                  Overview**
 
 Atna
        Resources Ltd. commenced operations in 1984. The Company is a mineral resource
        exploration company engaged in the business of acquiring and exploring resource
        properties with a particular focus on precious metal deposits. Since 2002,
        the
        Company has focused its efforts on gold exploration and development in the
        State
        of Nevada. The Company has property interests in Arizona, British Columbia,
        Yukon Territory, and Chile. The Company's properties are at various stages
        of
        exploration and development. The Company’s projects have no reserves and no cash
        flow. The Company's properties are not subject to any mortgages and management
        is not aware of any encumbrances on any property.
 
 **C.**
              **Organizational
                  Structure**
 
 The
        Company owns all of the issued and outstanding shares of the common stock
        of
        Atna Resources, Inc., U.S.A., a Nevada corporation.
 
 **D.**
            **Property,
                Plant and Equipment** 
 **Jarbidge,
        Nevada, USA**
 
 *Terms
        of Acquisition*
 
 By
        an
        agreement dated December 5, 2003, the Company obtained an option to acquire
        a
        100% interest in 273 Jarbridge unpatented lode claims and 4 patented lode
        claims
        located in Elko County, Nevada, by paying a total of US$600,000 (US$10,000
        paid)
        to the Optionor by December 5, 2009, and incurring aggregate exploration
        expenditures of US$300,000 by December 5, 2006. The property is subject to
        a NSR
        ranging from 1.5-2.5%. During the year ended December 31, 2006 the Company
        staked nine mineral claims adjacent to this property and within the area
        of
        interest of the agreement. The claims are registered in the name of the Company
        and are subject to the terms of the agreement..
 
 By
        an
        agreement dated December 15, 2004, the Company obtained an option to acquire
        100% interest in 10 unpatented lode mining claims situated in the Jarbidge
        Mining District, Elko County, Nevada, referred to as the Pavlak Group Option.
        The agreement calls for an initial payment of US$2,100 upon execution (paid)
        and
        graduated annual payments from $4,200 on the first anniversary to US$9,000
        on
        the forth and future anniversary dates. The Company may purchase the property
        and all retained royalty interest at anytime for US$375,000. All annual payments
        apply to the purchase price as do any production royalty payment due under
        the
        agreement. The property is subject to a 2.5% NSR production royalty, until
        such
        time as the option to purchase is exercised by the Company.
 
 By
        an
        agreement dated February 4, 2005, the Company leased 8 patented lode mining
        claims located in the Jarbidge Mining District, Elko County, Nevada, from
        Century Gold LLC. The agreement calls for an initial payment to the property
        owner of US$5,000 (paid) and annual lease payments ranging from US$5,000
        on the
        first anniversary up to US$25,000 per year on the eighth anniversary and
        thereafter. The mining lease calls for a 5% NSR royalty and the Company has
        the
        option of purchasing one-half (2.5%NSR) of the retained production royalty
        within the first ten years of the agreement for US$2,000,000.
 
 By
        an
        agreement dated February 4, 2005, the Company obtained an option to acquire
        100%
        interest in 6 unpatented
  6
  lode
        mining claims located in the Jarbidge Mining District, Elko County, Nevada,
        from
        the Big Ledge Group. The agreement calls for gradually escalating annual
        payments ranging from an initial payment due on execution of US$1,500 (paid)
        to
        US$6,000 on the forth anniversary date and thereafter. The Company may purchase
        100% interest in the property for $500,000 and all annual payments are
        considered advanced royalty payments and recoupable from any actual production
        royalty payments due to the owner. The property is subject to a variable
        royalty
        of 1.5% NSR on gold sales below $350 per ounce gold up to a maximum of 3.0%
        NSR
        when gold is sold at greater than $400 per ounce.
 
 *Location,
        Size and Access*
 
 The
        Jarbidge property is located in northeast Nevada within Elko County,
        approximately 160 road kilometres north-northeast of the town of Elko, Nevada.
        Access is provided by state and county maintained paved and gravel roads
        to the
        small town of Jarbidge located in the centre of the mining
        district.
 
 The
        project includes 12 patented lode, mining claims and 289 unpatented lode claims
        encompassing an area of approximately 1,271.0 hectares (3,140.4 acres). This
        includes 1,200.1 hectares (2965.2 acres) of unpatented lode mining claims
        and
        70.9 hectares (175.2 acres) of patented lode mining claim
 
 *History
        and Previous Exploration*
 
 The
        Jarbidge District was discovered in 1909. Total historic gold production,
        between 1910 and 1932, is estimated to be over 400,000 ounces of gold and
        1.2
        million ounces of silver. Incomplete production records indicate the district
        was the source of approximately 818,181 tonnes of ore (900,000 short tons)
        with
        a recovered grade of 16.7g/t gold (0.486 ounce gold/ton) and 49g/t silver
        (1.43
        ounces silver/ton).
 
 Since
        the
        1930s, little attention has been given to the district other than reconnaissance
        exploration efforts for large, low-grade bulk minable gold-silver deposits.
        The
        district is a classic example of a bonanza-grade, low-sulfidation, epithermal,
        volcanic hosted vein system comparable to the Tertiary-age volcanic-hosted
        gold-silver Midas District in Nevada.
 
 Drilling,
        in the district was completed by Freeport McMoran Exploration in the early
        1980’s directed towards the discovery of a bulk minable disseminated gold
        deposit. Freeport abandoned its efforts in 1982 after drilling six holes
        (1,441
        meters). Freeport’s best intercept was 2.2 g/t gold and 22.7 g/t silver over a
        length of 10.7 meters. Following Freeport’s efforts, Moly Corp. entered the
        district and conducted an evaluation for bulk minable gold deposits. Moly
        Corp.
        drilled 13 holes, totaling 1,414 meters in 1984. The best interval intercepted
        by Moly Corp was 1.5 meters grading approximately 180 ppb gold.
 
 Mr.
        John
        D. Bernt entered the district in the 1980’s and began prospecting and acquiring
        land and developed a number of high-grade vein targets with supporting assay
        data from surface sampling. The Company’s rock sampling includes gold assays up
        to 1,000g/t gold from banded quartz-chalcedony vein samples. Reconnaissance
        sampling of vein exposures in the district, (up to 41 g/t gold) was performed
        by
        the Company’s field crews in 2003. The Company’s work program for 2004 included
        detailed surface soil and rock sampling and geologic and structural mapping
        of
        the district to determine the character of the historic ore shoots and the
        potential for undiscovered on-strike extensions. A permit application was
        submitted to the United States Forest Service to allow the Company to drill
        at
        up to 36 drill sites for a total of 72 drill holes totalling over 15,000
        meters
        of drilling. The permits were designed to allow significant follow-up to
        an
        initial phase of drill testing.
 
 During
        2005, the Company conducted permitting related activities on the property.
        This
        work included the finalization of the detailed archaeological survey required
        under US Forest Service (USFS) regulations. Subsequent to the close of business
        in 2005, this survey was submitted to the USFS and the State Historical
        Preservation Office (SHPO). SHPO must approve the work contained within the
        permit after a 30-day notice period, unless the work includes the destruction
        of
        significant archaeological sites.
 
 Drill
        permits were granted late in field season in 2006 resulting in the completion
        of
        only a small portion of the planned drilling program before terminating due
        to
        winter weather. A total of 2,260 feet in five holes were completed out of
        a
        planned 10,500 foot program. The drilling intersected numerous silicified
        structures and veins but returned no significant gold values. Pervasive,
        intense
        argillic alteration intersected in the Longhike area suggests
  7
  potential
        for precious metals to occur several hundred feet below.
 
 The
        first
        five drill holes ranged in depth from 190 feet to 625 feet. Three target
        areas
        were tested with one drill setup at each target. All drill holes intersected
        classic epithermal textured veins within strong fault structures showing
        potential for the system to host new high grade gold and silver mineralization
        similar to that historically mined in the district. Permits are in place
        to
        complete drilling at previously laid out targets and to follow-up on the
        structures intersected during the fourth quarter.
 
 Detailed
        structural mapping and vein sampling conducted during the season outlined
        new
        drill targets and yielded significant geochemical results which will require
        follow-up drilling in the spring. Two hundred and sixty five rock chip samples
        from various areas on the property were collected during the season. Forty
        two
        samples were highly anomalous, with assays equal to or greater than 0.03
        oz/t
        gold (1 g/t Au), including twelve samples greater than 0.25 oz/ton gold (8.6
        g/t
        Au), and eight samples greater than 0.5 oz/ton gold (17.1 g/t Au). Several
        of
        the existing target areas were extended along strike of the veins and new
        prospective targets were identified.
 
 The
        following tables list some of the best surface results from this season’s work
        program.
 
 **Surface
        Outcrop and Float Sampling (>0.25 oz/ton Au)**
 **Sample
                  ID**
              **AREA**
              **Type**
              **Au
                  opt (g/t)**
              **Ag
                  opt (g/t)**X-7
              Bluster
              Outcrop
              2.05
                  (70.2)
              15.83
                  (542.8)JAR-JW-101
              Northstar
              Float
              1.09
                  (34.4)
              2.91
                  (100.0)X-59
              Bluster
              Float
              0.81
                  (27.6)
              1.58
                  (54.5)X-26
              Bluster
              Outcrop
              0.34
                  (11.5)
              0.70
                  (24.3)X-78
              Bluster
              Float
              0.31
                  (10.7)
              0.28
                  (9.6)X-23
              Bluster
              Outcrop
              0.29
                  (10.0)
              1.06
                  (36.6)
 
 **Dump
        Sampling (>0.50 oz/ton Au)**
 **Sample
                  ID**
              **AREA**
              **Type**
              **Au
                  opt (g/t)**
              **Ag
                  opt (g/t)**LH-9
              Longhike
              Dump
              3.37(115.4)
              2.91
                  (100.0)JAR-JW-110
              Buckeye
              Dump
              2.29
                  (78.4)
              86.93
                  (2980.7)LH-7
              Longhike
              Dump
              1.23(42.1)
              2.91
                  (100.0)JAR-JW-102
              Northstar
              Adit
              0.77
                  (26.3)
              0.68
                  (23.5)JAR-JW-103
              Northstar
              Adit
              0.58
                  (19.8)
              2.91
                  (100.0)
 
 *Proposed
        Exploration Work*
 
 The
        2006
        exploration program outlined new drill targets and yielded significant
        geochemical results which will require follow-up drilling in the spring of
        2007.
        Exploration at the property during 2007 will focus on drilling the targets
        identified in the last several years of exploration on currently permitted
        drill
        sites. Additionally, an environmental assessment will be completed as part
        of
        the second phase of permitting to allow drill access to new target areas
        not yet
        covered by the existing U.S. Forest Service permits.
 
 *Underground
        and Surface Plant and Equipment*
 
 There
        is
        no underground or surface, plant or equipment of commercial value on the
        Jarbidge property, nor is there any known commercial ore body.
  8
  ***Pinson
        Mine Property, Humboldt County, Nevada*** .
 
 *Terms
        of Acquisition*
 
 The
        Company entered into in an agreement effective August 12, 2004, with Pinson
        Mining Company (“PMC”) (a Nevada general partnership comprised of Homestake
        Mining Company of California, a California corporation, and Barrick Holding
        Co.,
        a California corporation), whereby the Company may acquire up to 100% interest
        in the Pinson Mine Property (the “Earn-in Agreement”). The Company may acquire
        an initial 70% interest in the Pinson Property by spending US$12 million
        over 4
        years with a commitment to spend US$1.5 million in the first year. Upon the
        Company’s vesting with a 70% interest in the project and delivering a
        preliminary feasibility study, Pinson may elect to: (i) back-in to a 70%
        interest by spending an additional US$30 million on the project over a 3-year
        period; (ii) form a 70:30 joint venture, with the Company holding a 70% interest
        as Operator and each party contributing its share of further expenditures;
        (iii)
        offer to sell its remaining 30% interest to the Company for US$15 million,
        thus
        bringing the Company’s interest in the project to 100%.
 
 In
        January 2006, the Company vested its 70% earn-in on the Pinson project by
        completing expenditures of US$12 million and delivering an economic evaluation
        of the property to PMC. The Company’s earn-in triggered an election by PMC to
        back-in to the project by spending an additional US$30 million to advance
        exploration and development of the project over a 3-year period. PMC notified
        the company that it would elect to back into the property on April 6 th ,
        2006.
        Completion of qualifying expenditures by PMC, on or before April 5 th ,
        2009
        would result in the formation of a 70:30 joint venture with PMC holding a
        70%
        interest. If PMC fails to make US$30 million of qualifying expenditures within
        3
        years the Company will retain a 70% interest in the project and again become
        operator.
 
 *Location,
        Size, and Access.*
 
 The
        Pinson Mine property is located in Humboldt County, Nevada about 30 miles
        east
        of Winnemucca. It is accessible by an all weather road leading about 10 miles
        north of the Golconda Exit from Interstate Highway 80 within the Getchell
        Gold
        Belt in north-central Nevada.
 
 The
        Pinson property is made up of a number of property parcels that are either
        wholly owned by Pinson Mining Company or under lease/option by Pinson Mining
        Company and therefore subject to the Earn-in Agreement. The property includes
        3,800 acres of patented fee lands wholly owned by Pinson Mining Company,
        360
        acres of leased patented fee lands, 8,496 acres of federal unpatented lode
        mining claims wholly owned by Pinson Mining Company, 1,362 acres of leased
        federal unpatented lode claims. A total of 553 unpatented federal lode mining
        claims (both owned and leased by Pinson Mining Company) are included in the
        property position. Total acreage controlled by Pinson Mining Company and
        subject
        to the Earn-in Agreement is 14,018 acres.
 
 The
        Pinson property package is made up of 38 property parcels and nearly all
        are
        burdened by one or more retained mineral production royalties. Each parcel’s
        royalty agreement (or agreements) is structured slightly different than others
        and therefore the royalty for any given parcel is likely to be slightly
        different than an adjacent parcel. The following is a summary of the royalty
        burden on all parcels as understood by the Company as of the date hereof
        based
        on information provided to the Company by Pinson Mining Company:
 
 
 **Parcel
                  Location**
              **Property
                  Description**
              **Acreage**
              **Royalty
                  Description**Township
                  38 North, Range 41 EastSection
                  36
              18-lode
                  claims-PMC
              360
              5.0%
                  Net Smelter Return (“NSR”); and $0.50 per ton of ore
                  produced.Township
                  38 North, Range 42 EastSection
                  16
              12-lode
                  claims
              264
              5.5%
                  NSR3-lode
                  claims
              56
              5.0%
                  NSRSection
                  20
              28-lode
                  claims
              460
              No
                  Royalty Burden
  9
  
 5-lode
                  claims
              102
              4
                  -5% NSR on precious metals, 2.5% NSR on base metals, & $1.00 to
                  $1.50/ton for barite or barium based on specific gravity of
                  ore.4-lode
                  claims
              78
              5.5%
                  NSRSection
                  21
              640
                  acres of private land
              640
              5.5%
                  NSRSection
                  22
              18-lode
                  claims
              360
              5.0%
                  NSRSection
                  23
              640
                  acres of private land
              640
              7.5%
                  NSR.Section
                  24
              36-lode
                  claims
              640
              2.5%
                  NSR
                1.0%
                  NSR capped at $135,000Section
                  25
              480
                  acres of private land
              480
              7.5%
                  NSRSection
                  26
              36-lode
                  claims
              640
              2.5%
                  NSR)
                1.0%
                  NSR capped at $135,000Section
                  27
              640
                  acres of private land
              640
              7.5%
                  NSR.Section
                  28
                (see
                  footnote 1)
              23-lode
                  claims
              400
              5.0%
                  NSR7-lode
                  claims
              120
              5.5%
                  NSR120
                  acres, private land
              50
                  (net)
              2.0%
                  NSR70
                  (net)
              5.0%
                  NSRSection
                  29
                (see
                  footnote 1)
              640
                  acres of private land
              640
              5.5%
                  NSRSection
                  30
              32-lode
                  claims- PMC
              545
              No
                  Royalty burden5-lode
                  claims-PMC
              95
              5.0%
                  NSRSection
                  32
                (see
                  footnote 1)
              18-lode
                  claims
              370
              2.0%
                  NSR20-lode
                  claims
              270
              5.0%
                  NSRSection
                  33
                (see
                  footnote 1)
              640
                  acres of private land
              640
              7.5%
                  NSRSection
                  34
              36-lode
                  claims
              640
              2.5%
                  NSR
                1.0%
                  NSR capped at $135,000Section
                  36
              18-lode
                  claims
              320
              2.5%
                  NSR
                1.0%
                  NSR-capped at $135,000Township
                  38 North, Range 43 EastSection
                  30
              36-lode
                  claims
              640
              2.5%
                  NSR
                1.0%
                  NSR-capped at $135,000Township
                  37 North, Range 41 EastSection
                  12
              25-lode
                  claims
              450
              5.0%
                  NSR
                $0.50
                  per ton of ore producedSection
                  13
              40-acre
                  fee land
              40
              5.0%
                  - 5.5% NSR320-acre
                  fee land
              320
              5.0%
                  - 5.5% NSRSection
                  14
              24-lode
                  claims
              438
              5.0%
                  NSR and
                $0.50
                  per ton of ore producedTownship
                  37 North, Range 42 EastSection
                  4
              10-lode
                  claims
              200
              No
                  Royalty burden20-lode
                  claims
              320
              5.0%
                  NSR8-lode
                  claims
              120
              5.0%
                  NSRSection
                  6
              36-lode
                  claims
              640
              5.0%
                  NSRSection
                  8
              30-lode
                  claims
              520
              5.0%
                  NSR6-lode
                  claims
              120
              No
                  RoyaltySection
                  16
              3-lode
                  claims
              50
              5.0%
                  NSRSection
                  18
              18-lode
                  claims
              360
              5.0%
                  NSR and
                $0.50
                  per ton of ore produced18-lode
                  claims
              280
              2.5%
                  NSR
                1.0%
                  NSR - capped at $135,000**Total
                  Acreage**
              **14,018**
 (1)
        The
        resource announced in February 2005 by Atna Resources Ltd. for the Pinson
        project and supported by the Pinson Gold Property Technical Report (filed
        in
        March 2005 with SEDAR) is located within four (4) square miles highlighted
        in
        the land/royalty table above (Sections 28, 29, 32, and 33 of Township 38
        North,
        Range 42 East). Due to the relatively high-level of uncertainty for
        resource-level tonnage and grade calculations, particularly when the majority
        of
        the resource is categorized as “Inferred”, Atna has not yet broken down the
        resource into individual property parcels. Ultimately, should a minable reserve
        be established, Atna will determine exactly what resource blocks are located
        on
        which parcels such that an accurate mine plan, royalty payment burden, and
        cash
        flow model for the project may be established as part of a full feasibility
        study on the project’s mineral resources and or reserves (if reserves are
        established in the future).
 
 *History
        and Previous Exploration*
 
 The
        Pinson Mine property is located at the north end of the Battle Mountain -
        Eureka/Cortez trend where it intersects the Getchell trend. The area is
        prolifically mineralized with well over 24 million ounces of gold from past
        production and resources reported from the Getchell, Turquoise Ridge, Twin
        Creeks, Lone Tree and Pinson operations. 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
        Cambrian aged, Comus Formation. Mineralization is focused along and adjacent
        to
        the Getchell Fault zone, a major ore control at the Getchell Mine to the
        north
        of the project.
 
 Between
        1997 and 2003, Pinson and its predecessors drilled over 200 diamond and rotary
        drill holes (>70,000 meters) on the property exploring for extensions of
        mineralization exposed at the bottom of the mine’s several open pits. This work
        resulted in a number of encouraging gold intercepts in several target
        areas.
 
 *Exploration
        Work*
 
 The
        Company is exploring potential for the underground development of several
        known
        zones of high-grade gold mineralization that dip below the Pinson open pit
        mines, where production ceased in 2000. Samples of mineralized intersections
        from approximately 65 holes drilled over the past 20 years were reassayed
        to
        enable integrating assay data into a systematic database with appropriate
        standards and quality control.
 
 A
        drill
        program began at the end of August, 2004, to define a resource and to acquire
        geotechnical data in two target areas from near surface to a depth of 1,500
        -
        2,000 feet. Drilling focused more intensively on the relatively shallow portions
        of the CX zone, which extends from the base of the CX pit and on the Range
        Front
        zone, which dips below both the CX and the Mag pits. A total of 30 holes,
        including about 20,000 feet of reverse circulation pre-collars and 10,000
        feet
        of core tails were completed by the end of February, 2005.
 
 A
        resource estimate was carried out in March 2006 resulting in 1,692,300 tons
        of
        measured plus indicated mineral resources containing approximately 712,000
        ounces gold at a 0.20 opt cut-off. An additional 3,097,000 tons of an inferred
        mineral resource is estimated to contain 1,052,980 ounces gold also at a
        0.20
        opt cut-off. The resource is summarized at 0.20 and 0.25 oz/ton Au cut-off
        grades in the following tables:
 
 **Range
        Front and CX Zones, Resource Estimate** **(1)**
 
 **Cautionary
        Note to U.S. Investors concerning estimates of Measured and Indicated Resources.
        This section uses the terms “measured” and “indicated resources.” We advise U.S.
        investors that while those terms are recognized and required by Canadian
        regulations, the U.S. Securities and Exchange Commission does not recognize
        them. U.S. investors are cautioned not to assume that any part or all of
        mineral
        resources in these categories will ever be converted into
        reserves.**
 
 **0.20
                  Au opt cut-off****(2)**
              0.25
                  Au opt cut-off**Tons**
                **(x
                  1,000)**
              **Grade**
                **Au
                  opt**
              **Contained**
                **oz
                  Au**
              Tons
                (x
                  1,000)
              Grade
                Au
                  opt
              Contained
                oz
                  AuMeasured
              **696.4**
              **0.413**
              **287,613**
              506.0
              0..483
              244,398Indicated
              **995.9**
              **0.427**
              **425,249**
              739.7
              0..497
              367,631Measured+Indicated
              **1,692.3**
              **0.421**
              **712,862**
              1,245.7
              0.491
              612,029
 (1)
        Mineral resources which are not mineral reserves do not have demonstrated
        economic viability.
 (2)
        Base
        case.
 
 **Cautionary
        Note to U.S. Investors concerning estimates of Inferred Resources. This section
        uses the term “inferred resources.” We advise U.S. investors that while this
        term is recognized and required by Canadian regulations, the U.S. Securities
        and
        Exchange Commission does not recognize it. “Inferred resources” have a great
        amount of uncertainty as to their existence, and great uncertainty as to
        their
        economic and legal feasibility. It cannot be assumed that all or any part
        of an
        Inferred Mineral Resource will ever be upgraded to a higher category. Under
        Canadian rules, estimates of Inferred Mineral Resources may not form the
        basis
        of feasibility or pre-feasibility studies, except in rare cases. U.S. investors
        are cautioned not to assume that part or all of an inferred resource exists,
        or
        is economically or legally minable.**
 
 **0.20
                  Au opt cut-off****(2)**
              0.25
                  Au opt cut-off**Tons**
                **(x
                  1,000)**
              **Grade**
                **Au
                  opt**
              **Contained**
                **oz
                  Au**
              Tons
                (x
                  1,000)
              Grade
                Au
                  opt
              Contained
                oz
                  AuInferred
              **3,097.0**
              **0.340**
              **1,052,980**
              2,435.0
              0.371
              903,385
 (1)
        Mineral resources which are not mineral reserves and do not have demonstrated
        economic viability.
 (2)
        Base
        case.
 
 While
        the
        economic viability of all mineral resource estimates, which are not classified
        as minable reserves, cannot be assured, the Company has based its resource
        analysis on operating mines in Northern Nevada, with similar ore type,
        exploitation method, metallurgical and milling characteristics. The key
        assumptions are as follows:
 
 1)
        Underground mining utilizing underhand, drift-and-fill exploitation methods.
        Cost estimated at US$50/ton of ore mined (inclusive of backfill costs). These
        costs are based upon the Company’s initial negotiations of contract rates for
        mining and development work with Small Mine Development (“SMD”).
 2)
        Access
        to the mineralized zones will be via ramp/decline beginning from the bottom
        of
        the existing CX-pit floor.
 3)
        The
        daily production rate from the combined Range Front and CX zones is estimated
        to
        be 700 tons per day.
 4)
        Carlin-type, refractory gold ore (similar to Getchell, Meikle, Jerritt Canyon,
        Deep Star mines), with recoveries estimated to be 93%.
 5)
        Processed by toll milling at third-party mill (Newmont’s Twin Creeks, Gold
        Quarry, or Lone Tree mills; Barrick’s Goldstrike complex; and/or Queenstake’s
        Jerritt Canyon mill). Toll milling costs are estimated to be $25/ton milled,
        including transportation. This is based on initial discussions between Atna
        and
        the third-party operators and assumes that 100% of Pinson ore will require
        either autoclave or roaster processing.
 6)
        Site
        indirect and administrative costs (General and Administrative costs) are
        estimated to be approximately $7/ton.
 7)
        Projected gold price of $450/oz.
 
 Following
        the Company’s earn-in in January 2007 the property was put on care and
        maintenance by PMC.
 
 *Surface
        Plant and Equipment*
 
 A
        variety
        of equipment remains on the property including a building complex which includes
        offices, work area and dry, water pipelines, and an electrical sub station.
        The
        Company completed, prior to vesting in its 70% interest, a small
        office/dry/warehouse building to support further work at the
        property.
  ***Triple
        Junction/Dixie Fork, Nevada, USA***
 
 *Terms
        of Acquisition*
 
 The
        Company owns a 100% interest in the property, subject to a 3% NSR (uncapped)
        and
        an obligation to pay the vendor 5% of any cash proceeds received by the Company,
        to a maximum of US$500,000, in the event that the Company transfers any part
        of
        its interest in the property to any arm’s length third party.
 
 Through
        an agreement dated September 7, 2004, the Company optioned the properties
        to
        Sage Gold Inc. whereby Sage may earn a 55% interest in the properties by
        drilling a minimum of 10,000 feet by November 30, 2007, and
  10
  may
        increase its interest to 70% by completing a feasibility study on the property.
        The Company retains the right to participate with either a 45 or 30 percent
        interest, depending on Sage’s election.
 
 *Location,
        Size and Access*
 
 The
        Triple Junction/Dixie Fork property is located at the south end of the Carlin
        Trend 50 km SW of Elko in north central Nevada, USA and consists of 31 lode
        claims for approximately 251 hectares (620 acres). The Triple Junction property
        is located approximately 6 km south east of Dixie Fork and is comprised of
        36
        lode claims for approximately 259 hectares (640 acres). Access to both
        properties is by 4-wheel drive roads off secondary highways.
 
 *History
        and Previous Exploration*
 
 **Dixie
        Fork**
 
 There
        is
        no record of exploration or mining at Dixie Fork, prior to acquisition by
        the
        Company.
 
 The
        Dixie
        Fork property is located in the Pinon Range, 19 km (12 miles) SSW of the
        Newmont
        Mining Company’s Rain/Tess/Saddle Mine complex, in Elko County, Nevada. The
        property is situated along a major, WNW-trending, Rain Fault-parallel high-angle
        graben fault structure. This structure separates younger, down-dropped Upper
        Plate black shales in the interior of the graben from Lower Plate sandy strata
        of the Mississippian Chainman Formation. Felsic dikes cut the Chainman strata
        near the bounding graben faults. Mineralization is present at Dixie Fork
        in the
        form of argillically altered and pyritized wallrocks, local barite, and
        anomalous pathfinder element geochemistry. The main gold target is the contact
        of Mississippian Webb Formation with underlying Devonian Devil’s Gate Limestone,
        adjacent to the graben fault structures.
 
 **Triple
        Junction**
 
 Westmont
        Gold staked claims over the Triple Junction area in the late 1980’s, and made a
        generalized outcrop geologic map of the region in 1988. They first drilled
        12
        shallow rotary exploration holes into area targets in 1990-1991, and 8 holes
        in
        1992. Westmont’s best drill hole intercept was 50 feet containing 0.045 ounce
        per ton gold, in hole JW-90-08. Cameco acquired the property in the late
        1990’s
        and drilled several holes. No subsequent exploration is known at Triple
        Junction, prior to its acquisition by the Company.
 
 The
        Triple Junction property is located in the Pinon Range, 22.5 km (14 miles)
        SSW
        of the Newmont Mining Company’s Rain/Tess/Saddle Mine complex, in Elko County,
        Nevada. Triple Junction is situated along a major, NNW trending, high-angle
        graben fault structure. This structure separates younger, down-dropped
        conglomerates of the Lower Plate Diamond Peak Formation on the west side
        of the
        structure from uplifted, conglomerate-bearing, silty to sandy strata of the
        Mississippian Chainman-Diamond Peak Undivided complex to the east. Felsic
        dikes/plugs and barite veins cut the Chainman strata near the bounding graben
        faults. Mineralization is present at Triple Junction in the form of strong,
        argillically-altered wallrocks with local pyritization and barite. Surface
        gold
        assay values, up to 7 grams per tonne gold, over widths of up to several
        meters
        occur on the property. Strongly anomalous pathfinder element geochemistry
        is
        noted in rocks and soils. The main gold target is the contact of Mississippian
        Webb Formation with the underlying Devonian Devil’s Gate Limestone, adjacent to
        the NNW-trending control fault structure.
 
 Mapping
        and geochemical sampling in 2003 further defined the stratigraphy and alteration
        zones. A gravity survey delineated areas of relatively shallow basement (Devil’s
        Gate) stratigraphy and fault structures. No work was carried out in 2004
        by the
        Company or 2005 by Sage Reources, the Company’s venture partner on the property.
 
 No
        significant work was conducted on the property during 2006.
 
 ***Beowawe,
        Nevada, USA***
 
 *Terms
        of Acquisition*
 
 In
        an
        agreement dated November 7, 2002, the Company obtained an option from Carl
        Pescio to acquire a 100%
  11
  interest
        in 95 Beowawe lode claims, subject to a 3% royalty on gold revenue, less
        US$15
        per realized ounce. To exercise this option, the Company has to pay to the
        optionor an aggregate of US$80,000 (US$40,000 paid) in cash, allot and issue
        to
        the optionor up to 150,000 (100,000 shares issued) common shares in three
        separate tranches of 50,000 shares each, and carry out a combined minimum
        20,000
        feet (7,150 feet drilled) of exploratory drilling on the Beowawe and/or Golden
        Cloud properties prior to November 6, 2005. Following the exercise of the
        option, the Company will have to make annual advance royalty payments of
        US$50,000 and US$75,000, respectively, for the first two years and US$100,000
        each subsequent year until the commencement of commercial production. A finder’s
        fee is payable to a third party, equal to 5% of the first US$500,000
        expenditures and payments made by the Company during the first 2 years of
        the
        agreement, and 3% of all expenditures and payments that are in excess of
        US$500,000 during the first two years of the agreement. The finder’s fee is
        capped at US$500,000. In an amending agreement dated August 20, 2005, for
        a
        consideration of US$50,000 paid to the optionor, the exploratory drilling
        commitment has been reduced to an additional 6,000 feet of drilling (over
        and
        above the 7,150 feet already drilled) before November 6, 2006. All other
        terms
        and conditions of the agreement remain unchanged.
 
 In
        an
        agreement dated March 26, 2003, the Company obtained an option to acquire
        a 100%
        interest on 40 acres of fee land adjacent to the main Beowawe claim group,
        subject to a 3% royalty on gold revenue, which can be purchased for US$250,000
        or 700 ounces of gold, whichever is greater, per percentage point. To exercise
        this option, the Company has to pay the optionor an aggregate of US$42,500
        (US$5,000 paid) in cash on or before December 1, 2006. Thereafter, the Company
        will pay a minimum royalty of US$5,000 on every December 1st
        anniversary.
 
 In
        a
        separate agreement dated June 5, 2003, the Company obtained an exclusive
        lease
        and option to acquire a 100% interest in 40 acres of fee land adjacent to
        the
        main Beowawe claim group, subject to a 1% NSR royalty. The lease agreement
        requires the Company to pay advance royalties of US$500 (paid) on signing
        the
        agreement, US$1,000 (paid) prior to June 2004 and US$2,000 each subsequent
        year
        until the commencement of commercial production. The Company has the right
        to
        buy a 100% interest in the property, including surface and mineral rights,
        at
        any time for US$250,000.
 
 The
        Company entered into an agreement with Apolo Gold & Energy Inc. (“Apolo”) in
        September, 2005. Apolo has the option to acquire a 55% interest in the Beowawe
        property by issuing a 100,000 restricted shares (received) to the Company
        upon
        execution of the Joint Venture Agreement and by issuing an additional 50,000
        restricted shares or $50,000 worth of restricted shares, whichever, is greater
        on the first anniversary of the agreement and by spending US$1,700,000 on
        exploration over a four-year period. Upon completion of the work commitment,
        Apolo may increase its interest to 70% by completing a bankable feasibility
        study. If the Company does not participate in project financing after tabling
        of
        the feasibility study, the Company will dilute to a 15% Net Profits
        Interest.
 
 On
        February 16, 2007 the Company terminated the agreement with Apolo as a result
        of
        a default of its obligations under the Agreement. Through the execution of
        a
        Quitclaim and Release, Apolo has relinquished any and all rights to the property
        in favor of the Company.
 
 *Location,
        Size and Access*
 
 The
        Beowawe property is located in Eureka and Lander Counties, Nevada, within
        the
        central part of the Northern Nevada Rift, 105 km SE of Winnemucca and consists
        of 100 unpatented lode claims and two patented, fee-land parcels for an
        approximate total area of 749 hectares (1,850 acres).
 
 Access
        to
        the property is by all weather gravel roads off secondary Highway 306 that
        originates at Interstate 80.
 
 *History
        and Previous Exploration*
 
 At
        least
        50 geothermal test holes were drilled in the Beowawe area during the period
        1959
        to 1985. The prime purpose of these holes was to identify geothermal energy
        resources at the Beowawe geothermal field. The geothermal exploration work
        culminated in the construction of an electrical generating plant in 1985.
        The
        plant currently produces 16 MW of electricity from a field with a total capacity
        of 200 MW.
 
 During
        the period 1983 to 1996, the project area was explored for gold mineralization,
        with a total of 39 drill holes by Chevron, Bow Valley, WFD Limited, and North
        in
        the White Canyon area. In 2000, Balaclava Mines Ltd.
  12
  completed
        four holes on the property and in 2002 the property was staked by Carl
        Pescio.
 
 The
        Beowawe project is located in the central part of the Northern Nevada Rift,
        near
        the Mule Canyon and Fire Creek deposits. The property covers the intersection
        of
        the Northern Nevada Rift and the more locally prominent Malpais range-front
        fault zone, both of which are normal faults active since the Miocene. The
        Malpais fault zone controls the location of the Beowawe geothermal field
        near
        the western margin of the project area.
 
 Several
        partly eroded and/or buried hot-spring sinter deposits, closely associated
        with
        multiple zones of intense silicification and anomalous in gold and mercury,
        are
        exposed in the footwall of the Malpais Fault, east of the hot springs. The
        east-west target trend is comprised of a combination of sinter, silicification,
        extensive geochemical anomalies (Au-Hg-As), and hot spring-type hydrothermal
        alteration along a seven-kilometer structural trend east of the active hot
        springs including the previously mined Red Devil mercury deposit. Previous
        operators intersected wide sections of anomalous gold at shallow levels,
        including 502 ppb gold over 16.8m, and 130 ppb gold over 106m. Brecciated
        quartz-chalcedony veins, up to 3.0m wide and trending ENE - WSW, are exposed
        at
        surface. The Company will target ‘bonanza’ style mineralization within these
        veins at depth.
 
 Work
        programs in 2003 included detailed mapping, sampling, and data compilation.
        The
        Company conducted an induced polarization geophysical survey (IP), to evaluate
        areas of alluvial or post-mineral volcanic cover, identifying several
        bonanza-grade epithermal vein targets.
 
 *Exploration
        Work*
 
 In
        2004,
        a total of three holes were drilled to test the geothermal well gold anomalies
        and targets in the White Canyon area. There was no encouragement warranting
        follow-up near the geothermal wells. Geochemically anomalous mineralization
        and
        alteration were intersected at White Canyon. No drilling was conducted during
        2005 or in 2006. A drill program of 6,000 feet of reverse circulation rotary
        drilling is planned and will be completed prior to July 2007.
 
 *Underground
        and Surface Plant and Equipment*
 
 There
        is
        no underground or surface plant or equipment on the Beowawe property, nor
        is
        there any known commercial ore body.
 
 ***Clover,
        Nevada, USA***
 
 Terms
        of
        Acquisition
 
 In
        an
        agreement dated March 11, 2003, the Company obtained an option to acquire
        a 100%
        interest in 22 claims on the Clover property, subject to a 3% NSR royalty,
        which
        can be purchased for US$1,000,000 per percentage point. Terms of the agreement
        include cumulative total payments to the vendor of US$305,000 (US$50,000
        paid)
        over 7.5 years. In addition, the Company agreed to retain the vendor as an
        independent consultant to perform services on the property at a daily rate
        of
        US$400 for at least 10 days per year during the first two years. The Clover
        property is subject to a Finder’s Agreement dated February 10, 2003, amended
        April 22, 2003, whereby the Company agreed to pay a finder’s fee of $5,000
        (paid) upon execution of the acquisition agreement, and US$10,000 (paid)
        and
        US$20,000, respectively, for the first two years after the agreement and
        US$30,000 on each subsequent anniversary until the commencement of commercial
        production. The finder’s fee is capped at a maximum of US$500,000.
 
 The
        Company entered into an agreement in June, 2005, with New Sleeper Gold
        Corporation (“New Sleeper”). New Sleeper has the option to acquire a 100%
        interest in the property, subject to a 3% NSR royalty, which can be purchased
        for US$1,000,000 per percentage point. New Sleeper can acquire the property
        by
        making cumulative cash payments of US$305,000 (US$50,000 paid) over 7.5 years.
        Subsequent to the 2005 year end, the agreement was terminated.
 
 The
        Company entered into an earn-in agreement in November, 2006 with Meridian
        Minerals Corp. (“Meridian”). Meridian has the right to acquire a 51% interest in
        the property by making cumulative cash payments of US$635,000 (US$95,000
        paid)
        and cumulative exploration expenditures of US$3.3 million over a period of
        four
        year. At such a time as the earn-in commitments have been made a Meridian
        (51%)/Atna (49%) joint venture will be formed. After
  13
  formation
        of the joint venture Meridian will have the right to increase its participation
        interest in the joint venture from 51% to 70% by delivering a pre-feasibility
        study to the Company within 30 months of making the initial earn-in
        contribution.
 
 *Location,
        Size and Access*
 
 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 809 hectares (2,000 acres).
 
 Access
        is
        via all weather gravel roads off Nevada State Route 18 and accessed from
        Interstate 80 at the Golconda exit. Driving time from Winnemucca is
        approximately 45 minutes. A series of poorly maintained dirt roads provide
        access to most areas of the property. The topography on the property is
        moderate, rising to 6,400 feet above sea level off the 5,000 feet above sea
        level pediment covered valley bottom.
 
 *History
        and Previous Exploration*
 
 Prior
        to
        1982, no record exists of historical exploration and/or development on the
        property, although scattered prospecting pits and shallow shafts are seen
        within
        the claim area. In 1982, Nassau Minerals had claims in the area and completed
        geological mapping, rock geochemical sampling, and drilled 8, shallow,
        reverse-circulation (RC) holes totaling 1,535 feet. Amax Gold joint-ventured
        the
        property from Nassau in 1987 and during 1988 completed additional
        geological/geochemical surveys and drilled 16 RC holes totaling 6,835 feet.
        Nassau joint ventured the property with Touchstone from 1989 to 1992 and
        completed 3 RC holes totaling 970 feet. Nassau dropped the claims in
        1993.
 
 Gold
        Fields/Santa Fe held claims in the property area in 1994 and conducted extensive
        sampling and drilled 10 holes before dropping the property. Echo Bay acquired
        the property in 1995 and completed geological mapping, rock and soil geochemical
        sampling, ground magnetic and IP geophysical surveys, and drilled 24 RC holes
        for 12,762 feet in 1996. In 1997, Romarco Nevada Inc. joint ventured the
        property with Echo Bay, and in 1998 drilled 17 RC and diamond holes for 9,471.5
        feet.
 
 The
        Clover prospect is a high-grade vein-hosted epithermal gold prospect, in
        a
        similar geologic setting to Newmont Mining’s Ken Snyder mine.
 
 Clover
        is
        situated along the northern margin of the Midas trough, on the southwest
        flank
        of the Snowstorm Mountains. The property is underlain by mid-Miocene aged,
        bi-modal volcanic rocks on the western margin of the Northern Nevada Rift.
        These
        rocks are the stratigraphic equivalents to the units that host bonanza veins
        in
        the Midas district. Altered rhyolitic volcaniclastic rocks exposed throughout
        the property contain anomalous gold (20-70 ppb).
 
 Gold
        mineralization occurs within a north-northwest trending, structurally complex
        corridor named the Jake Creek trend. Drilling by previous operators intersected
        mineralized and veined breccias and shear zones, with significant intercepts
        including 9.7m grading 25.3 g/t gold, and 3m grading 10.0 g/t gold.
        Mineralization occurs within two zones that are largely open along strike
        and
        down-dip, associated with north-northwest striking reverse fault breccias,
        as
        well as sub-vertical structures. High-grade float boulders grading up to
        30.9
        g/t gold and 308.6 g/t silver in grab samples were discovered on the property
        approximately two kilometers north-northwest of this drilling along the
        trend.
 
 Following-up
        a regional airborne geophysical survey, Newmont Exploration conducted a ground
        CSAMT geophysical survey across an extension of the north-northwest trending
        structural zone hosting mineralization at the project. The survey included
        three
        geophysical test lines oriented perpendicular to the trend of mineralized
        structures found in drill holes in the southern portion of the property.
        Results
        of this survey indicate the possible presence of altered rocks along the
        fault
        zone with potential for additional zones of mineralization. Newmont did not
        drill test the geophysical anomaly.
 
 *Drilling
        by New Sleeper Gold*
 
 During
        2005, New Sleeper Gold permitted drill access roads and completed three diamond
        drill holes totaling 2,733 feet. The drilling was conducted near previous
        drilling at Clover Hill where previous results included high-grade
  14
  gold
        intercepts. No significant gold intercepts were cut in the New Sleeper
        drilling.
 
 *2006
        Work program*
 
 No
        exploration work was conducted on the property during 2006. Meridian Gold
        is
        required to spend $300,000 on exploration prior to November 28, 2007 to maintain
        its earn-in agreement in good standing.
 
 *Underground
        and Surface Plant and Equipment*
 
 There
        is
        no underground or surface plant or equipment on the Clover property, nor
        is
        there any known commercial ore body.
 
 ***Wolverine
        Properties, Watson Lake Mining District, Yukon
        Territory***
 
 The
        Company sold its 39.4% interest in the Wolverine properties to its former
        joint
        venture partner, Yukon Zinc Corporation (“Yukon Zinc”) (previously named
        Expatriate Resources Ltd.) on May 31, 2004. The Company received $2,000,000
        in
        cash payments, 10,000,000 common shares of Yukon Zinc, 5,000,000 warrants
        exercisable for 2 years at a price of $0.32 per share, and a net smelter
        royalty
        on revenues from precious metals indexed to the price of silver. The royalty
        is
        4% at a price of US$5.00 per ounce of silver, increasing to 10% if the price
        of
        silver exceeds US$7.50 per ounce. During 2005 and 2006, the Company exercised
        the 5,000,000 warrants and sold an aggregate of 13,500,000 common shares
        of
        Yukon Zinc.
 
 ***Marg
        Property, Yukon Territory***
 
 *Terms
        of Acquisition*
 
 The
        Company purchased a 66.7% interest in the Marg property for $250,000 in cash
        on
        January 20, 2000, with Cameco Corporation (“Cameco”) owning the remaining 33.3%
        interest. During 2004, the Company purchased the remaining 33.3% interest
        in the
        property from Cameco for a payment of CDN$80,000, bringing the Company’s total
        interest to 100%.
 
 On
        March
        1, 2005, the Company sold its 100% interest in the property to Yukon Gold
        Corporation Inc. (“Yukon Gold”) for cash payments totaling CDN$1,600,000 and
        400,000 common shares in Yukon Gold. The Company received an initial payment
        of
        $150,000 and 133,333 common shares in Yukon Gold. Subsequent payments are
        scheduled as follows: $50,000 cash and 133,333 common shares on or before
        December 12, 2005 (cash and shares received); $100,000 cash and an additional
        133,334 common shares on or before December 12, 2006; $100,000 on or before
        December 12, 2007; and $200,000 on or before December 12, 2008, payable as
        a
        combination of cash or common shares. Upon the commencement of commercial
        production, Yukon Gold shall pay the Company an additional $1,000,000 in
        a
        combination of cash and common shares.
 ***Other
        Properties***
 
 The
        Company owns some other properties in the British Columbia, Yukon Territory,
        Nevada and Chile that are at an early stage of exploration. The Company also
        conducts research into areas believed to have favourable geology and carries
        out
        reconnaissance exploration in target areas where the potential for making
        significant discoveries is high.
 
 
 **ITEM
                  5.**
              **OPERATING
                  AND FINANCIAL REVIEW AND
                  PROSPECTS**
 
 The
        following discussion of the financial condition, changes in financial condition,
        and results of operations, of the Company for each of the years in the
        three-year period ended December 31, 2006, should be read in conjunction
        with
        the financial statements of the Company included in Item 17 - Financial
        Statements.
 
 The
        Company's financial statements are presented in Canadian dollars and have
        been
        prepared in accordance with Canadian generally accepted accounting principles
        (“GAAP”). Material differences between Canadian and U.S. GAAP, as applicable to
        the Company, are set forth in Note 13 to the financial statements of the
        Company
        included in Item 17 - Financial Statements.
  15
  A.  Operating
        Results
 
 The
        Company has financed its operations principally through the sale of its equity
        securities. As the Company does not have any producing mineral properties,
        its
        only revenue source is interest income earned from amounts on deposit. Interest
        income earned is dependent on the amount of funds available for deposit and
        changes in the interest rates. Unless the Company is able to acquire one
        or more
        advanced-stage properties with the potential to generate near term profit
        and
        cash flow, or is able to obtain additional funds through the sale of its
        equity
        securities, the amount of interest income earned is expected to decrease
        as the
        Company continues to expend funds exploring its existing mineral
        properties.
 
 *Year
        Ended December 31, 2006 Compared to Year Ended December 31,
        2005*
 
 During
        the year, the Company incurred an operating loss of $742,509 (2005 - $1,203,836;
        2004 - $4,522,611) resulting in a basic and diluted loss per share of $0.01
        (2005 - $0.03; 2004 - $0.15). The operating loss was comprised of general
        and
        administrative expenses of $2,642,354 (2005 - $1,537,754; 2004 - $1,097,019)
        and
        other income and expenses of $742,509 (2005 - $1,203,836; 2004 - $4,522,611).
        The increase in general and administrative expenses was primarily attributed
        to
        the following items: (i) an increase in stock based compensation (a non-cash
        item) to $1,018,572 (2005 - $146,866; 2004 - $94,770) as a result of the
        number
        of stock options vested during the year and as a result of the recorded fair
        market value of the agents’ warrants issued in regards to the special warrant
        brokered private placement completed in February 2006; (ii) an increase in
        wages
        and benefits to $435,490 (2005 - $232,593; 2004 - $202,546) as a result of
        hiring an additional full-time employee, an increase in salaries, the granting
        of bonuses to management and employees and a change in the allocations in
        reporting salaries and wages from the previous period; (iii) an increase
        in
        exploration and business development to $249,904 (2005 - $84,503; 2004 -
        $208,268) as a result of the Company’s ongoing investigation of merger and
        acquisition opportunities; (iv) an increase in amortization (a non-cash item)
        to
        $119,534 (2005 - $26,343; 2004 - $7,929) the majority of which was for the
        amortization of the building on the Pinson property; and (v) an increase
        in
        insurance costs to $49,741 (2005 - $18,109; 2004 - 1,956) as a result of
        increasing the limits of liability on directors’ and officers’ liability and an
        increase in the cost of general liability insurance.
 
 During
        the year, the Company incurred other expenses and income comprised primarily
        of
        the following: (i) an increase in the gain on sales of marketable securities
        to
        $1,684,206 (2005 - $411,877; 2004 - $45,858) as
        a
        result of the gain on sale of Yukon Zinc Corp., Pacifica Resources Corp.
        and
        Silver Quest Resources shares; (ii) an increase in mineral property transactions
        to $253,168 (2005 - Nil; 2004 - Nil) as the result of shifting proceeds received
        for the Marg property to the income statement, which resulted in a net decrease
        in resource property write-downs of $122,357 (2005 - $315,809; 2004 -
        $1,881,155); and (iii) an increase of $185,000 (2005 - Nil; 2004 - 300,000)
        relating to the sharing of revenue from the sale of the Wolverine
        project.
 
 The
        Company completed a special warrant private placement financing in the amount
        of
        $8,730,587 (2005 - $5,128,107; 2004 - $3,648,758) by converting 7,450,000
        special warrants to 7,450,000 common shares at a price of $1.35 per special
        warrant; received aggregate proceeds of $459,795 (2005 - $5,074,192; 2004
        -
        $458,460) from the exercise of share purchase warrants; and received aggregate
        proceeds of $286,125 (2005 - $243,225; 2004 - $109,500) from the exercise
        of
        stock options.
 
 The
        Company received investment
        and miscellaneous income of $543,053 (2005 - $386,406; 2004 - $119,315) as
        a
        result of having a greater amount of funds on deposit and through the investment
        of a certain portion of the funds in longer term financial
        instrument
 
 The
        Company incurred exploration expenditures of $3,659,090 (2005 - $12,126,554;
        2004 - $3,073,956). The costs were attributed to exploration expenditures
        of
        $2,578,256 with cost recoveries of ($999,640) on the Pinson property;
        exploration expenditures of $753,537 on the Jarbidge property; exploration
        expenditures of $131,462 with cost recoveries of ($351,635) on the Beowawe
        property; exploration expenditures of $28,047 with cost recoveries of ($67,866)
        on the Clover property; exploration expenditures of $167,792, acquisition
        costs
        of $12,647, cost recoveries of ($10,487) and receipt of option payments of
        ($256,171) on other properties located in the USA, Canada and Chile; and
        an
        aggregate of $122,357 for the write-down of the Sno property, Nevada, White
        Bull
        property, BC, and the Ty, Tree and Marg properties, Yukon.
  16
  *Year
        Ended December 31, 2005 Compared to Year Ended December 31,
        2004*
 
 The
        Company incurred a loss of $1,203,836 (2004 - $4,522,611; 2003 - $1,764,935)
        resulting in basic and diluted loss per share of $0.03 (2004 - $0.15; 2003
        -
        $0.08). The loss was primarily attributed to a write-off of mineral property
        costs of $315,809 (2004 - $1,881,448; 2003 - $743); a write-down of marketable
        securities of $233,244 (2004 - $Nil; 2003 - $32,799); a gain on sale of
        marketable securities of $411,877 (2004 - $45,858; 2003 - $38,492); and a
        loss
        on the sale of properties of $Nil (2004 - $1,615,809; 2003 -
        $4,586).
 
 The
        Company completed a brokered and non-brokered private placement financing
        on
        August 4, 2005 and August 11, 2005, respectively, receiving aggregate net
        proceeds in the amount of $5,128,107 (2004 - $3,648,758; 2003 - $2,099,277)
        by
        issuing 7,000,000 common shares at a price of $0.80 per share; completed
        a
        Special Warrants financing on December 16, 2005, receiving net proceeds of
        $9,331,663 by issuing 7,450,000 special warrants at a price of $1.35 per
        special
        warrant with each special warrant convertible to one common share of the
        Company
        upon qualification by a short form prospectus; received aggregate proceeds
        of
        $243,225 (2004 - $109,500; 2003 - $99,250) from the exercise of stock options;
        and received aggregate proceeds of $5,074,192 (2004 - $458,460; 2003 - $Nil)
        from the exercise of share purchase warrants.
 
 The
        Company received interest and other income of $386,406 (2004 - $119,315;
        2003 -
        $69,167). The increase was due to having a greater amount of funds on deposit
        and the investment of a certain portion of the funds in longer term financial
        instruments.
 
 The
        Company incurred general and administrative expenses of $1,537,754 (2004
        -
        $1,097,019; 2003 - $1,547,269). The increase was primarily attributed to
        an
        increase in consulting fees to $193,781 (2004 - $5,459; 2003 - $23,824) as
        a
        result of fees paid for financial consulting; an increase in office and
        miscellaneous expenses to $178,123 (2004 - $49,316; 2003 - $62,935) as a
        result
        of setting up and operating an office for the Pinson project **;** an
        increase in legal and audit costs to $132,157 (2004 - $40,169; 2003 - $45,773)
        as a result of additional professional services rendered due to the operation
        of
        the Pinson project and an increase in stock-based compensation to $148,866
        (2004
        - $94,770; 2003 - $94,576) as a result of the number of stock options that
        were
        vested over the period..
 
 The
        Company incurred exploration costs of $12,126,554 (2004 - $3,073,956; 2003
        -
        $694,915). The costs were attributed to exploration expenditures of $11,696,872,
        acquisition costs of $20,485 and an asset retirement obligation of $247,000
        on
        the Pinson property; exploration expenditures of $113,692 and acquisition
        costs
        of $12,085 on the Jarbidge property; exploration expenditures of $27,920,
        acquisition costs of $87,013 and cost recoveries of ($119,001) on the Beowawe
        property; exploration expenditures of $37,382, acquisition costs of $60,425
        and
        costs recoveries of ($77,042) on the Clover property; and exploration
        expenditures of $15,634, acquisition costs of $55,131 and cost recoveries
        of
        ($604,475) on other properties located in the USA, Canada and Chile. Of the
        exploration expenditures incurred on the Pinson property, $2,617,696 was
        incurred on reserve definition, $1,871,915 on underground development,
        $3,516,822 on surface drilling; $1,557,929 on surface infrastructure, $1,922,923
        on administration and $209,587 on other. It is anticipated that the Company
        will
        incur exploration expenditures of approximately $1,500,000 on exploration
        properties other than the Pinson project in 2006. Exploration expenditures
        on
        the Pinson project for 2006 will be determined after a decision is made by
        Pinson Mining Company as to their participation in the project.
 
 *Year
        Ended December 31, 2004 Compared to Year Ended December 31,
        2003*
 
 The
        Company incurred a loss of $4,522,611 ($1,764,935 - 2003; $5,273,769 - 2002),
        resulting in basic and diluted loss per share of $0.14 ($0.08 - 2003; $0.24
        -
        2002). The loss is inclusive of $1,359,561 loss from the sale of Wolverine
        property ($nil - 2003; $nil - 2002); a write down of $40,537 ($191,267 -
        2003;
        $nil - 2002) in Chile’s value-added tax receivable; a write-down of $1,881,155
        ($743 - 2003; $1,824,956 - 2002) in mineral property costs; and a $nil ($32,799
        - 2003; $485,455 - 2002) write down of holdings in marketable securities.
        The
        Company completed the sale of its minority stake in the Wolverine Joint Venture
        to Expatriate Resources Ltd. (“Expatriate”) in October 2004, for $2 million
        cash, 10,000,000 units of Expatriate and a NSR on precious metals indexed
        to the
        price of silver.
 
 The
        Company raised a net amount of $3,648,757 ($2,099,277 - 2003; $nil - 2002)
        in a
        private placement equity financing during the fiscal 2004, by issuing 7,280,000
        units. Each unit was comprised of one common share and one-half of one
        transferable share purchase warrant. Each one whole warrant entitles the
        holder
        to purchase one
  17
  additional
        common share of the Company for a period of 12 months, at a price of $0.70
        per
        share. The Company received an aggregate amount of $109,500 ($99,250 - 2003;
        $nil - 2002) from the exercise of employees’ stock options and $458,460 ($nil -
        2003; $nil - 2002) from the exercise of share purchase warrants.
 
 Interest
        and other income for the 2004 fiscal year was $119,315 ($69,167 - 2003; $101,209
        - 2002). The increase in interest and other income was the result of the
        new
        investment policy adopted by the Company in late 2004. The Company now invests
        a
        certain portion of its investments in bond and income trusts funds instead
        of
        investing in short-term deposits only.
 
 General
        and administrative expenses for the 2004 fiscal year decreased to $896,057
        ($929,001 - 2003; $1,072,641 - 2002). During 2003, $175,175 of the expenses
        related to the termination of employment agreements with three employees
        who
        were paid out by the issuance of 761,630 treasury shares. During 2002, $378,356
        of the 2002 expenses related to a one-time severance expense in relation
        to the
        termination of four employees. If the severance expenses were excluded, the
        general and administrative expenses for the 2004 fiscal year were increased
        by
        $142,231 over 2003, and by $59,541 over 2002. The increase was primarily
        attributed to the shareholder communications which increased to $363,859
        ($176,922 - 2003 and $185,495 - 2002) by the Company employing an external
        consultant to facilitate its promotional activities in Europe and the increase
        in attending the various promotional exhibitions; the wages and benefits
        of
        $202,546 ($139,464 - 2003 and $180,637 - 2002) includes a one-time bonus
        of
        $33,000 paid to its President.
 
 During
        2003, the Company elected the early adoption of the CICA released amendments
        to
        Section 3870 which resulted in a $94,770 ($94,576 - 2003; $nil - 2002) in
        stock-based compensation expense to the current fiscal year. The Company
        previously disclosed stock-based compensation of $24,023 in 2002 as pro forma
        information.
 
 Exploration
        and business development for the 2004 fiscal year was $208,268 ($717,756
        - 2003;
        $1,906,424 - 2002). The reduction mainly reflects the Company’s change in focus
        from regional exploration to specific projects in exploring its gold properties
        in Nevada. Expenses include the internal allocation of Company salaries based
        on
        time spent on this activity, fees charged by outside consultants and engineering
        firms, and travel expenses related to due diligence activities. Of the 2002
        amount, $1,194,212 incurred in due diligence expenses related to copper
        prospects in Chile, and $463,643 incurred in due diligence expenses related
        to a
        project in Spain.
 
 The
        Company incurred $3,073,956 ($694,915 - 2003; $1,053,169 - 2002) in deferred
        exploration and acquisition costs, which were partially offset by an amount
        of
        $331,000 received as option payments; and a $28,006 received as management
        fees
        and reimbursement from third parties on Nevada properties in 2004. Deferred
        exploration and acquisitions costs were offset by $70,050 received as option
        payments on Nevada properties in 2003. Offsets in 2002 totalled $319,774
        including $295,402 received from its partner and spent on the Chañarcillo
        exploration program in Chile.
 
 **B.**
              **Liquidity
                  and Capital Resources**
 
 The
        Company has financed its operations principally through the sale of its equity
        securities. As the Company does not have any producing mineral properties,
        its
        only revenue source is interest income earned from amounts on deposit. Interest
        income earned is dependent on the amount of funds available for deposit and
        changes in interest rates. Unless the Company is able to obtain additional
        funding through the sale of its equity securities, the amount of interest
        income
        earned is expected to decrease as the Company continues exploring its existing
        mineral properties.
 
 The
        Company expects to obtain financing in the future primarily through joint
        venturing its properties, equity financing, and/or debt financing. There
        can be
        no assurance that the Company will succeed in obtaining additional financing,
        now or in the future. Failure to raise additional financing on a timely basis
        could cause the Company to suspend its operations and eventually to forfeit
        or
        sell its interests in its properties.
 
 The
        Company had a net working capital position of $13,665,357 at December 31,
        2006
        (2005 - $14,998,365; 2004 - $8,079,661). The Company's current working capital
        position provides it with sufficient liquidity to provide it with adequate
        working capital for property maintenance requirements and administrative
        overhead for the next 12 months.
 
 At
        December 31, 2006, outstanding stock options represented a total of 2,140,000
        shares. The exercise of these securities is completely at the discretion
        of the
        holders and the Company has had no indication that any of these
  18
  securities
        will be exercised. At December 31, 2006, the company had no outstanding share
        purchase warrants.
 
 **US
        GAAP Reconciliation with Canadian GAAP** ****
 
 Under
        Canadian GAAP, mineral properties, including exploration, development and
        acquisition costs, are carried at cost and written down if the properties
        are
        abandoned, sold or if management decides not to pursue the properties. Under
        US
        GAAP, all expenditures relating to mineral interests prior to the completion
        of
        a definitive feasibility study, which establishes proven and probable reserves,
        must be expensed as incurred. Once a final feasibility study has been completed,
        additional costs incurred to bring a mine into production are capitalized
        as
        development costs.
 
 Under
        United States GAAP, Statements of Financial Accounting Standards No. 123,
        “Accounting for Stock-based Compensation” (“SFAS 123”) requires companies
        to establish a fair market value based method of accounting for stock-based
        compensation plans. Effective January 2004, the Company elected to follow
        the
        fair value method of accounting for stock-based compensation.
 
 **Canadian
        GAAP Conflict in Accounting for Mineral Property Interests and Deferred
        Exploration Costs** ****
 
 In
        March
        2000, the Accounting Standards Board of the Canadian Institute of Chartered
        Accountants (“CICA”) issued Accounting Guideline No. 11 “Enterprises in the
        Development Stage” (“AcG 11”). AcG 11 addresses three distinct issues: i) the
        capitalization of costs/expenditures; ii) impairment; and iii) disclosure.
        Prior
        to its issuance, development stage entities were exempt from following certain
        aspects of Canadian GAAP. AcG 11 requires that all companies account for
        transactions based on the underlying characteristics of the transaction rather
        than the maturity of the enterprise. In addition, AcG 11 requires specific
        disclosure of information by development stage companies and is effective
        no
        later than fiscal periods beginning on or after April 1, 2000, which in the
        case
        of the Company, is the year ended December 31, 2001.
 
 In
        March
        2002, the Emerging Issues Committee (“EIC”) of the CICA issued EIC-126
“Accounting by Mining Enterprises for Exploration Costs” (“EIC-126”) which
        interprets how AcG 11 affects mining companies with respect to the deferral
        of
        exploration costs. EIC-126 refers to CICA Handbook Section 3061 “Property, Plant
        and Equipment” (“HB 3061”), paragraph .21, which states that for a mineral
        property interest, the cost of the asset includes exploration costs if the
        enterprise considers that such costs have the characteristics of property,
        plant
        and equipment.
 
 EIC-126
        then states that a mining enterprise that has not established mineral reserves
        objectively, and therefore does not have a basis for preparing a projection
        of
        the estimated cash flow from the mineral property interest, is not precluded
        from considering the exploration costs to have the characteristics of property,
        plant and equipment. EIC-126 also sets forth the EIC’s consensus that a mining
        enterprise in the development stage is not required to consider the conditions
        in AcG 11 regarding impairment in determining whether exploration costs may
        be
        initially capitalized. With respect to impairment of capitalized exploration
        costs, EIC-126 sets forth the EIC’s consensus that a mining enterprise in the
        development stage that has not established mineral reserves objectively,
        and,
        therefore, does not have a basis for preparing a projection of the  estimated
        cash flow from the property, is not obliged to conclude that capitalized
        costs
        have been impaired. However, such an enterprise should consider the conditions
        set forth in AcG 11 and HB 3061 in determining whether a subsequent write-down
        of capitalized exploration costs related to mineral property interest is
        required.
 
 As
        disclosed above, the Company considers that its mineral property interests
        and
        deferred exploration costs have the characteristics of property, plant and
        equipment, and, accordingly, the Company has chosen to classify its mineral
        property interests and deferred exploration costs as tangible assets in
        accordance with its interpretation of Canadian GAAP.
 
 Consult
        the Company’s audited annual consolidated financial statements for the year
        ended December 31, 2006 for the differences if the Company had chosen to
        account
        for these costs as intangible assets under HB 1581 and HB 3062.
  19
  **C.**  **Research
        and Development, Patents and Licenses, etc.**
 
 As
        the
        Company is a mineral exploration company with no research and development,
        the
        information required by this section is not applicable.
 
 **D.**
              **Trend
                  Information**
 
 As
        the
        Company is a mineral exploration company with no producing properties, the
        information required by this section is not applicable.
 
 **E.**
            **Off-Balance
                Sheet Arrangements** 
 The
        Company does not have any off-balance sheet arrangements that have or are
        reasonably likely to have a current or future effect on the Company’s financial
        conditions, changes in financial condition, revenues or expenses, results
        of
        operations, liquidity, capital expenditures or capital resources that is
        material to investors.
 
 **F.**  **Tabular
        Disclosure of Contractual Obligations**
 
 The
        Company has no contractual obligations to disclose for the fiscal year ended
        December 31, 2006 as t he
        majority of the Company’s expenditures on its properties are of a discretionary
        with the majority of expenditures falling under the responsibility of joint
        venture partners.
  20
  
 **ITEM
                  6.**
              **DIRECTORS,
                  SENIOR MANAGEMENT AND
                  EMPLOYEES**
 
 **A.**
            **Directors
                and Senior Management** 
 
 The
        members of the board of directors and officers of the Company as at March
        16,
        2007, are as follows:
 
 **Name
                  and Position in the Registrant**
              **Other
                  Principal Directorships**
              **Principal
                  Business Activities Outside the Company****Glen
                  D. Dickson**(1)(2)
                Chairman
                  and Director
              Gold-Ore
                  Resources Ltd.; Cumberland Resources Ltd.; Red Dragon Resources
                  Ltd.
              Chairman
                  and CEO of Gold-Ore Resources Ltd.**David
                  H. Watkins**
                President,
                  Chief Executive Officer and Director
              Maudore
                  Minerals Ltd.; Golden Goose Resources Inc.; EURO Resources
                  S.A.
              None**William
                  J. Coulter**(1)(2)
                Director
              Commander
                  Resources Ltd.; Galore Resources Inc.
              Independent
                  Investor**James
                  K.B. Hesketh**(1)(2)
                Director
              Canyon
                  Resources Corp.; Apogee Minerals Ltd.
              President
                  and CEO of Canyon Resources Corporation**Wilson
                  J. Barbour**(1)
                Director
              None
              Independent
                  financial consultant**William
                  R. Stanley**
                Vice
                  President, Exploration
              None
              None**G.
                  Ross McDonald**
                Chief
                  Financial Officer
              Corriente
                  Resources Inc.; Frontier Pacific Mining Corp.; Fjordland Explorations
                  Ltd.; Landmark Resources Corp.; Miranda Gold Corp.; Crescent Resources
                  Corp.
              Self-employed
                  Chartered Accountant**Bonnie
                  L. Whelan**
                Corporate
                  Secretary
              None
              None
 (1)
        Member of the Audit Committee.
 (2)
        Member of the Compensation Committee.
 
 There
        are
        no family relationships between any of the directors and officers of the
        Company. There are no arrangements or understandings with major shareholders,
        customers, suppliers or others, pursuant to which any person referred to
        above
        was selected as a director or member of senior management.
 
 The
        business experience, functions and areas of experience of each director and
        officer, including activities performed outside the Company are as
        follows:
 
 **Glen
        D. Dickson -** Mr.
        Dickson obtained his B.Sc. (Advanced) degree in Geology in 1974 and has been
        involved in mineral exploration continuously since then with a variety of
        Canadian major and junior exploration companies. As Senior Geologist with
        Asamera Minerals Inc. from 1987 to 1992, Mr. Dickson was responsible for
        the
        discovery of two large developing gold projects in northern Canada. In 1993,
        he
        successfully acquired the projects for Cumberland Resources Ltd. and joined
        that
        Company as President and Chief Executive Officer until 2002. He was instrumental
        in raising approximately $30 million for Cumberland and advancing the projects
        to the beginning of feasibility. Mr. Dickson is currently the Chief Executive
        Officer of Gold-Ore Resources Ltd., a junior exploration company focusing
        on
        early stage precious metal projects in Central America.
 
 **David
        H. Watkins -** Mr.
        Watkins is an international mining executive with 38 years experience in
        exploration and development, acquisitions and mergers, and mining operations.
        Mr. Watkins was President of Cyprus Exploration and Development Corporation
        and
        Senior Vice President, Exploration for Cyprus Amax Minerals Company for six
  21
  years
        prior to joining the Company. Cyprus Amax (acquired by Phelps Dodge Corporation
        in 1999) was a U.S. based, Fortune 500, multi-national mining company, which
        produced copper, molybdenum, gold, lithium, and coal, and had annual revenue
        of
        US $3.2 billion.
 
 Mr.
        Watkins joined Falconbridge Copper Ltd. as an Exploration Geologist in 1977
        and
        became Chief Geologist responsible for exploration in Quebec and mine operations
        at Lake Dufault and Opemiska in 1980. Mr. Watkins was appointed Vice President,
        Exploration in 1986 and rose to the position of President of Minnova Inc.,
        the
        successor company to Falconbridge Copper, in 1991. Minnova was a base metal
        and
        gold mining company with five operating underground and open pit mines with
        2,000 employees in Quebec, Ontario and British Columbia. During Mr. Watkins
        tenure at Minnova, the Company experienced rapid growth and achieved a market
        capitalization of $500 million.
 
 During
        the early part of his career, Mr. Watkins worked with Newmont Mining and
        with
        Noranda as an exploration geologist in various parts of the world, including
        Australia, Mexico, Ecuador, and Canada. He graduated with a M.Sc. degree
        in
        Geology from Carleton University in Ottawa in 1970 and a B.A. in Geology
        from
        Queen's University at Kingston in 1967.
 
 **William
        J. Coulter -** Mr.
        Coulter has more than 40 years experience in the mineral resource sector.
        He has
        served as founding director, management, and shareholder of numerous junior
        mining, exploration and hydrocarbon companies, and has extensive experience
        in
        financing, mergers and acquisitions.
 
 **James
        K.B. Hesketh -** Mr.
        Hesketh has held the positions of **** President,
        CEO and Director of Canyon Resources since August 2, 2005.  He has
        had a 27 year career in the mining industry which has spanned positions in
        mining finance, operations, consulting, business development and engineering
        with companies including: RMB Resources, NM Rothschild & Sons, Cyprus Amax;
        Pincock, Allen & Holt, and Dresser Industries. This experience has included
        both domestic and international postings. Mr. Hesketh holds degrees in Mining
        Engineering and Mineral Economics from the Colorado School of Mines. Mr.
        Hesketh
        is a non-executive director of the Company and Apogee Minerals
        Limited.
 
 **Wilson
        J. Barbour -** Mr.
        Barbour worked as a senior executive officer with the Noranda organization
        for
        25 years. He was responsible for the management of investment funds, and
        gold
        and currency hedging programs. From 1987 to 1990, Mr. Barbour was CFO of
        the
        Hemlo Gold Mines and shared responsibility for financings, mergers and
        acquisitions. Mr. Barbour is presently a consultant to mining companies,
        where
        he advises on gold and currency hedging strategies.
 
 **William
        R. Stanley -** Mr.
        Stanley is a mineral exploration geologist with over 26 years experience
        in the
        mining industry. While the vast majority of Mr. Stanley’s exploration experience
        is in the Western United States, he has also developed and led international
        exploration efforts in Mexico, Chile, and New Zealand. Mr. Stanley holds
        a
        Bachelor of Science degree in Geology, from Central Washington University,
        a
        Master of Business Administration from Arizona State University, and is a
        licensed professional geologist in the State of Washington, USA.
 
 Mr.
        Stanley held increasing levels of responsibility with Homestake Mining Company
        from 1979 through 1993 and was responsible for several gold deposit discoveries,
        two of which were commercially viable and placed into production by Homestake.
        From 1993 through 2000, he was employed by Cyprus Amax Minerals Company as
        its
        United States Exploration Manager where he was responsible for exploration
        in
        the Great Basin, Alaska, and Mexico. Immediately prior to joining the Company
        in
        January 2004, Mr. Stanley was an independent mining consultant providing
        services to both major and junior exploration firms.
 
 **G.
        Ross McDonald -** Mr.
        McDonald is a self-employed chartered accountant with over 36 years of
        experience providing audit and tax services to small and medium sized businesses
        primarily in the mining industry. As Chief Financial Officer, Mr. McDonald
        will
        provide the Company with best practices in terms of financial reporting,
        internal controls and corporate governance.
 
 **Bonnie
        L. Whelan -** Ms.
        Whelan has a number of years experience in the public resource sector in
        positions of senior officer, director and upper management. As the corporate
        secretary of the Company, Ms. Whelan is engaged in public company administration
        which includes maintaining corporate compliance, regulatory filings, and
        office
  22
  systems
        development and implementation.
 
 **(B)**
            **Compensation** 
 The
        Company has four officers.
 
 Information
        specified in this Item for individually named directors and senior officers
        incorporates by reference the Management Information Proxy Circular dated
        March
        16, 2007, prepared in connection with the Company’s Annual General Meeting to be
        held on April 26, 2007 (see Exhibit 15.1).
 
 The
        following table and accompanying notes set forth all compensation paid by
        the
        Company to its directors and senior management for the fiscal year ended
        December 31, 2006:
 
 Annual
                  Compensation
              Long
                  Term CompensationAwards
              PayoutsName
                  and Principal Position
              Year(1)
              Salary
                ($)
              Bonus
                ($)(2)
              Other
                  Annual Compensation
                ($)
              Securities
                  Under Options / SARs(3)granted
                ($)
              Restricted
                  Shares or Restricted Share Units
                ($)
              LTIP(4)payouts
                ($)
              All
                  Other Compensation ($)**David
                  H. Watkins**
                President,
                  Chief Executive Officer and Director
              2006
              176,000
              64,000
              Nil
              150,000(5)
              Nil
              Nil
              n/a**William
                  J. Coulter**
                Director
              2006
              n/a
              Nil
              Nil
              75,000(5)
              Nil
              Nil
              n/a**James
                  K.B. Hesketh**
                Director
              2006
              n/a
              Nil
              Nil
              75,000(5)
              Nil
              Nil
              n/a**Glen
                  D. Dickson**
                Chairmanand
                  Director
              2006
              n/a
              Nil
              Nil
              75,000(5)
              Nil
              Nil
              n/a**Wilson
                  J. Barbour**
                Director
              2006
              n/a
              Nil
              Nil
              75,000(5)
              Nil
              Nil
              n/a**William
                  R. Stanley**
                VP
                  Exploration
              2006
              145,000
              40,000
              Nil
              125,000(5)
              Nil
              Nil
              n/a**G.
                  Ross McDonald**
                Chief
                  Financial Officer
              2006
              31,500
              3,000
              Nil
              20,000(5)
              Nil
              Nil
              n/a**Bonnie
                  L. Whelan**
                Corporate
                  Secretary
              2006
              105,000
              10,000
              Nil
              50,000(5)
              Nil
              Nil
              n/a
 (1)
        Financial year for the period January 1 to December 31.
 (2)
        Bonus
        amounts are paid in cash in the year following the fiscal year in which they
        were earned.
 (3)
        Stock
        appreciation rights.
 (4)
        Long-term incentive plan.
 (5)
        Stock
        Options are exercisable at a price of $2.01 per share prior to January 30,
        2009.
 
 No
        part
        of this compensation was paid pursuant to a material bonus or profit sharing
        plan. There was no amount set aside for a pension, retirement or similar
        benefits plans for any director or officer.
  23
  **C.**  **Board
        Practices**
 
 ***Date
        of Expiration of the Current Term of Office***
 
 The
        Company's Board of Directors is divided into three classes and the directors
        in
        each class have different terms of office. The directors in each class are
        elected at an annual general meeting to hold office for a term of three years
        or
        until their successors are duly elected or appointed, unless such office
        is
        earlier vacated in accordance with the Articles of the Company or a director
        becomes disqualified to act as a director. The authority to determine the
        number
        of directors of the Company rests with the shareholders.
 
 The
        Articles of the Company provide that the number of directors, excluding
        additional directors, may be fixed or changed from time to time by ordinary
        resolution whether previous notice thereof has been given or not. Management
        proposes to determine the number of directors comprising the Board of Directors
        at five and the approval of the shareholders is therefore being sought at
        the
        Company’s next Annual and Special Meeting (the “Meeting”) to be held on April
        26, 2007.
 
 *Election
        of Directors*
 
 The
        Company's Board of Directors presently has five members. At the Meeting to
        be
        held on April 26, 2007, one director is to be elected, to hold office for
        the
        term expiring at the Annual General Meeting in 2010 or until his successor
        is
        duly elected or appointed, unless his office is earlier vacated in accordance
        with the Articles of the Company or he becomes disqualified to act as a
        director.
 
 The
        terms
        of office of the other four directors who are not nominees for election expire
        at the Annual General Meetings in 2008 and 2009, respectively.
 
 The
        information in the following table has been provided by the respective
        directors:
 
 **Name,
                  Country of Ordinary Residence**
              **Present
                  principal Occupation, business or employment and, if not elected
                  a
                  director by a vote of security holders, occupation, business or
                  employment
                  during the past 5 years**(2)
              **First
                  and Present Position with the Company**(1)
              **Approx.
                  no. of voting securities beneficially owned, directly or indirectly
                  or
                  over which direction or control is exercised**(3)**Nominees
                  for Election - Directors whose terms of office will expire at the
                  Annual
                  General Meeting in 2010****David
                  H. Watkins**
                British
                  Columbia, Canada
              President,
                  Chief Executive Officer and Director of the Company.
              President
                  and Chief
                Executive
                  Officer, Mar.22/2000 to date
              939,880**Directors
                  whose terms of office will expire at the Annual General Meeting
                  in
                  2008****William
                  J. Coulter**(4)(5)****
                Ontario,
                  Canada
              Independent
                  Investor; Binjas Holdings Ltd., and The Jay Willy Trading Co.
                  Ltd.
              Director,
                  Jun.01/1984 to date
              192,000(6)**James
                  K.B. Hesketh**(4)(5)
                Colorado,
                  United States
              President
                  & CEO, Canyon Resources Corporation,
              Director,
                  Sep.20/2001 to date
              35,000**Directors
                  whose terms of office will expire at the Annual General Meeting
                  in
                  2009****Glen
                  D. Dickson******(4)(5)
                British
                  Columbia, Canada
              Geologist;
                  Chairman and Chief Executive Officer, Gold-Ore Resources
                  Ltd.
              Chairman
                  and Director, Dec.05/2002 to date
              245,000**Wilson
                  J. Barbour**(4)
                Ontario,
                  Canada
              Independent
                  Financial Consultant.
              Director,
                  May 20/2003 to date
              100,000
 (1)
        For
        the purposes of disclosing positions held in the Company, "Company" shall
        include the Company and/or a parent or subsidiary thereof.
 (2)
        Each
        of the directors is an elected director by a vote of security
        holders.
  24
  (3) In
        aggregate, the Director and officers of the Company owns directly, indirectly
        or
        beneficially, or exercise control or direction over, a total of 1,511,880
        common
        shares of the Company. This figure represents approximately 3% of the total
        number of issued and outstanding common shares of the Company as at March
        16,
        2007. These figures, not being within the knowledge of the Company, have
        been
        furnished by each of the respective Directors and officers. This column shows
        the common shares of the Company beneficially owned, directly or indirectly,
        or
        over which control or direction is exercised as of March 16, 2006.
 (4)
        Member of Audit Committee.
 (5)
        Member of the Compensation Committee.
 (6)
        50,000 of these shares are registered in the name of Binjas Holdings Ltd.
        and
        22,000 of these shares are registered in the name of The Jay Willy Trading
        Co.
        Ltd., both non-reporting companies, controlled by William J.
        Coulter.
 
 ***Termination
        of Employment, Change in Responsibilities and Employment
        Contracts***
 
 During
        the fiscal year ended December 31, 2006, there were no employment contracts
        between the Company and any of its subsidiaries and its senior
        management.
 
 The
        Company entered into change in control agreements on January 11, 2007 (the
        “Agreements”) with each of David H. Watkins, William R. Stanley, Bonnie L.
        Whelan and Kendra A. Johnston. For the purposes of the Agreements, a “change of
        control” is deemed to have occurred in the following circumstances:
 
 The
        acquisitions by any person or any group of persons acting jointly or in concert
        (as defined in the Securities Act (British Columbia)) whether directly or
        indirectly, of voting securities of the Company which, together with all
        other
        voting securities of the Company held by such person or persons, constitutes,
        in
        the aggregate, more than 35% of all outstanding voting securities of the
        Company;
  The
        sale,
        lease, or other disposition of all or substantially all of the assets of
        the
        Company to another person other than a subsidiary of the Company;
        or
  An
        amalgamation, arrangement or other form of business combination of the Company
        with another company which results in the holders of voting securities of
        that
        other company holding in the aggregate more than 35% of all of the outstanding
        voting securities of the company resulting from the business
        combination.
  Pursuant
        to the terms of the Agreements, upon the occurrence of both a change in control
        and the termination of employment within 12 months following the change in
        control, other than for cause, or resignation from employment from the Company
        for good reason (as defined in the Agreements), the terminated or resigning
        party will be entitled to a termination payment that will include a payment
        of:
        (i) from one to two times the annual base salary depending upon the employee;
        (ii) one to two times the annual bonus depending upon the employee; and (iii)
        all vacation pay due and any unpaid bonus’ as at the last day of employment. Mr.
        Watkins, Ms. Whelan and Ms. Johnston are also entitled to two times the annual
        cost to the Company of all benefits received as at the last day of employment,
        or the Company may, at its option, continue such coverage for a 24-month
        period.
 
 There
        were no compensatory plans or arrangements, including payments to be received
        from the Company or any of its subsidiaries, with respect to its senior
        management save and except as set forth below:
 
 ***Description
        of Board Committees***
 
 The
        Board
        has established two full-time committees, an Audit Committee and a Compensation
        Committee. These committees are comprised entirely of unrelated directors.
        The
        Board has adopted a charter with respect to its Audit and Compensation
        Committees and a Code of Ethics for Officers, as more fully set forth
        below:
  25
  *Audit
        Committee Charter*
 
 **Purpose**
 
 The
        Committee serves as the representative of the Board for the general oversight
        of
        the Company’s affairs relating to:
 
 ·  the
        internal controls and management information systems of the Company
 ·  the
        quality and integrity of the Company’s financial statements
 ·  the
        Company’s compliance with legal and regulatory requirements
 ·  the
        auditor’s qualifications and independence; and
 ·  the
        performance of the Company’s internal audit function and auditors.
 
 Through
        its activities, the Committee facilitates open communication among directors,
        auditors and management by meeting in private sessions regularly with these
        parties.
 
 The
        Committee also provides oversight regarding significant financial matters,
        including borrowing, currency exposure, dividends, share issuance and
        repurchases, and the financial aspects of the Company’s benefit
        plans.
 
 **Committee
        Membership**
 
 The
        Audit
        Committee of the Board of Directors (the “Board”) shall consist of at least
        three directors. Each member of the Audit Committee shall meet the listing
        standards relating to independence of the Toronto Stock Exchange (the
“Exchange”) and all other applicable regulatory authorities. Under the
        Sarbanes-Oxley Act, at least one member of the Committee must be a “financial
        expert”, whose qualifications include financial literacy, independence and
        accounting or related financial expertise. The Audit Committee shall report
        to
        the Board. A majority of the members of the Committee shall constitute a
        quorum.
        The members of the Audit Committee shall be appointed and replaced by the
        Board.
 
 **Meetings
        and Procedures**
 
 The
        Audit
        Committee shall convene at least four times a year.
 
 It
        shall
        endeavor to determine that auditing procedures and controls are adequate
        to
        safeguard Company assets and to assess compliance with Company policies and
        legal requirements.
 
 **Responsibilities**
 
 The
        Audit
        Committee shall:
 
 1.  Have
        the
        sole authority to select, compensate, oversee, evaluate and, where appropriate,
        replace the auditor.
 2.  Annually
        review the management arrangements for the Company.
 3.
              Annually
                  review and approve the proposed scope of each fiscal year’s internal and
                  outside audit at the beginning of each new fiscal
                  year.
 4.  Review
        and approve any audit and non-audit services and fees to be provided by the
        Company’s auditor.
 5.  At,
        or
        shortly after the end of each fiscal year, review with the auditor and
        management, the audited financial statements and related opinion and costs
        of
        the audit of that year.
 6.  Review
        funding and investment policies, implementation of funding policies and
        investment performance of the Company’s benefit plans.
 7.  Provide
        any recommendations, certifications and reports that may be required by the
        Exchange or applicable regulatory authorities including the report of the
        Audit
        Committee that must be included in the Company’s annual proxy
        statement.
 8.  Review
        and discuss the annual audited financial statements and quarterly financial
        statements with management and the auditor.
 9.  Have
        the
        authority to engage independent counsel and other advisers as it determines
        necessary to carryout its duties. The Company shall provide for appropriate
        funding, as determined by the Audit Committee, in
  26
  its
        capacity as a committee of the Board, for payment of compensation to any
        advisers employed by the Audit committee and to the auditor employed by the
        Company for the purpose of rendering or issuing an audit report.
 10.  Discuss
        with management and the auditor the Company’s policies with respect to risk
        assessment and risk management.
 11.  Meet
        separately, periodically, with management and the auditor.
 12.  In
        consultation with the auditor and management, review the integrity of the
        Company’s financial reporting process.
 13.  Review
        periodically the effect of regulatory and accounting initiatives, as well
        as
        off-balance sheet structures, on the financial statements of the
        Company.
 14.  Review
        with the auditor:
 (a)  any
        audit
        problems or other difficulties encountered by the auditor in the course of
        the
        audit process, including any restrictions on the scope of the auditor’s
        activities or on access to requested information, and any significant
        disagreements with management; and
 (b)  management’s
        responses to such matters.
 15.  Review
        and discuss with the auditor the responsibility, budget and staffing of the
        Company’s internal audit function.
 16.  Report
        regularly to the Board. Such report to the Board may take the form of an
        oral
        report by the Chairman or any other member of the Audit Committee designated
        by
        the Audit Committee to make such report.
 17.  Perform
        a
        review and evaluation, at least annually, of the performance of the Audit
        committee. In addition, the Audit Committee shall review and reassess, at
        least
        annually, the adequacy of this Charter and recommend to the Board any
        improvements to this Charter that the Audit Committee considers necessary
        or
        valuable. The Audit Committee shall conduct such evaluations and reviews
        in such
        manner as it deems appropriate.
 
 *Compensation
        Committee Charter*
 
 **Purpose**
 
 The
        Compensation Committee is appointed by the Board to discharge the Board’s
        responsibilities relating to compensation to the Company’s executive. The
        Compensation Committee has overall responsibility for approving and evaluation
        the management, the compensation plans, policies and programs of the Company.
        The Compensation Committee is also responsible for producing an annual report
        on
        executive compensation for inclusion in the Company’s proxy statement, in
        accordance with applicable rules and regulations.
 
 **Committee
        Membership**
 
 The
        Compensation Committee shall consist of no fewer than three members, each
        of
        whom shall be a director of the Company. Each member of the Compensation
        Committee shall meet the listing standards relating to independence of The
        Toronto Stock Exchange and all other applicable regulatory authorities. The
        Compensation Committee shall report to the Board. A majority of the members
        of
        the Compensation Committee shall constitute a quorum. The members of the
        Compensation Committee shall be appointed and replaced by the
        Board.
 
 **Committee
        Authority and Responsibilities**
 
 1.  The
        Compensation Committee shall annually review and approve corporate goals
        and
        objectives relevant to compensation, evaluate management’s performance in light
        of those goals and objectives, and determine management’s compensation levels
        based on this evaluation. In determining the long-term incentive component
        of
        management compensation, the Compensation Committee will consider the Company’s
        performance and relative shareholder return, the value of similar incentive
        awards to management at comparable companies, the awards given to management
        in
        past years, and other factors it deems appropriate.
 
 2.  The
        Compensation Committee shall have the sole authority to retain and terminate
        any
        compensation consultant to be used to assist in the evaluation of management
        compensation and shall have sole authority to approve the consultant’s fees and
        other retention terms, all at the Company’s expense.
  27
  3.  The
        Compensation Committee shall annually review and determine the compensation
        of
        management, including incentive-compensation plans and equity-based
        plans.
 
 4.  The
        Compensation Committee shall annually review and approve, for management
        of the
        Company:
 
 (a)  the
        annual base salary level;
 (b)  the
        annual incentive opportunity level;
 (c)  the
        long-term incentive opportunity level;
 (d)  the
        terms
        of any employment agreements, severance arrangements, and change in control
        agreements/provisions, in each case as, when and if appropriate;
        and
 (e)  any
        special or supplemental benefits.
 
 5.  The
        terms
        of any employment agreements or contracts, including those for new hire,
        temporary employees or consultants, should be reviewed and approved by the
        Compensation Committee.
 
 6.
            The
                Compensation Committee may form and delegate authority to subcommittees,
                when appropriate. 
 
 7.  The
        Compensation Committee shall make regular reports to the Board.
 
 8.  The
        Compensation Committee shall review and reassess the adequacy of this Charter
        annually and recommend any proposed changes to the Board for approval. The
        Compensation Committee shall annually evaluate its own performance.
 
 9.
              The
                  Compensation Committee, and each member of the Compensation Committee
                  in
                  his or her capacity as such, shall be entitled to rely, in good
                  faith, on
                  information, opinions, reports or statements, or other information
                  prepared or presented to them by:
 
 (a)  officers
        and other employees of the Company, whom such member believes to be reliable
        and
        competent in the matters presented; and
 (b)  counsel,
        public accountants or other persons as to matters, which the member believes
        to
        be within the professional competence of such person.
 **D.**  **Employees**
 
 During
        the fiscal year ended December 31, 2004, the Company had four full-time
        employees.
 
 **E.**
              **Share
                  Ownership**
 
 The
        following table sets forth the share ownership of those persons listed in
        subsection 6.B above and includes details of all options or warrants to purchase
        of the Company held by such persons at March 16, 2007:
 
 **Name**
              **#
                  of Common Shares Held**
              **Number
                  of Stock Options**
              **Number
                  of Warrants**
              **Exercise
                  Price**
                **$**
              **Expiry
                  Date**David
                  H. Watkins
              939,880
              100,000
                300,000
                150,000
                183,000
              -
                -
                -
                -
              0.325
                0.70
                2.01
                1.36
              Apr
                  20/21007
                Apr
                  18/2008
                Jan
                  30/09
                Jan
                  11/2010William
                  J. Coulter
              192,000(1)
              75,000
                75,000
                91,500
              -
                -
                -
              0.70
                2.01
                1.36
              Apr
                  18/2008
                Jan
                  30/2009
                Jan
                  11/2010James
                  K.B. Hesketh
              35,000
              75,000
                75,000
                91,500
              -
                -
                -
              0.70
                2.01
                1.36
              Apr
                  18/2008
                Jan
                  30/2009
                Jan
                  11/2010
  28
  
 Glen
                  D. Dickson
              245,000
              100,000
                75,000
                61,500
              -
                -
                -
              0.70
                2.01
                1.36
              Apr
                  18/2008
                Jan
                  30/2009
                Jan
                  11/2010Wilson
                  J. Barbour
              100,000
              75,000
                75,000
                91,500
              -
                -
                -
              0.70
                2.01
                1.36
              Apr
                  18, 2008
                Jan
                  30/2009
                Jan
                  11/2010William
                  R. Stanley
              150,000
              50,000
                150,000
                125,000
                152,500
              -
                -
                -
                -
              0.325
                0.70
                2.01
                1.36
              Apr
                  20/2007
                Apr
                  18/2008
                Jan
                  30/2009
                Jan
                  11/2010G.
                  Ross McDonald
              -
              50,000
                20,000
                24,400
              -
                -
                -
              0.59
                2.01
                1.36
              Feb
                  8/2009
                Jan
                  30/2009
                Jan
                  11/2010Bonnie
                  L. Whelan
              15,000
              100,000
                50,000
                61,000
              -
                -
                -
              0.59
                2.01
                1.36
              Feb
                  8/2008
                Jan
                  30/2009
                Jan
                  11/2010
 (1)
        50,000 of these shares are registered in the name of Binjas Holdings Ltd.
        and
        22,000 of these shares are registered in the name of the Jay Willy Trading
        Co.
        Ltd., both non-reporting companies, controlled by William Coulter.
 
 ***Incentive
        Stock Options Plan***
 
 In
        1996,
        the Company previously adopted, with approval from the Company’s shareholders,
        an incentive stock option plan (the “1996 Plan”) pursuant to the policies of the
        Toronto Stock Exchange (the “TSX”). The 1996 Plan has been amended on a number
        of occasions, including most recently at the Annual and Special Meeting of
        the
        Company held on April 20, 2006.
 
 The
        1996
        Plan, as amended does not comply with the policy outlined in the TSX Company
        Manual with respect to security based compensation arrangements. As a result,
        on
        March 16 16 ,
        2007,
        the Board of Directors of the Company approved the adoption of a new stock
        option plan (the “2007 Plan”), subject to shareholder and regulatory approval.
        The 2007 Plan will replace the 1996 Plan and, consequently, no new options
        will
        be granted under the 1996 Plan. Options granted under the 1996 Plan prior
        to the
        adoption of the 2007 Plan will survive until exercise, lapse or termination
        in
        accordance with the provisions of the 1996 Plan.
 
 Key
        provisions of the 2007 Plan include:
 
 (a)
            the
                maximum number of common shares issuable pursuant to options granted
                under
                the 2007 Plan will be a number equal to 10% of the issued and outstanding
                common shares on a non-diluted basis at any
                time;  (b)
            a
                restriction that no more than 10% of the total number of issued and
                outstanding common shares on a non-diluted basis may be issuable
                to
                insiders of the Company pursuant to options granted to insiders under
                the
                2007 Plan;  (c)
            a
                restriction that no more than 10% of the total number of issued and
                outstanding common shares on a non-diluted basis are issued to insiders
                of
                the Company within any one-year period pursuant to options granted
                to
                insiders under the 2007 Plan;  (d)
            the
                option price per common share is to be determined by the Board of
                Directors provided that such exercise price is not less than the
                market
                price on the date of grant of such options or such other minimum
                price as
                may be required by the TSX;  (e)
            the
                vesting period of all options shall be determined by the Board;  (f)
            options
                may be exercisable for a period of up to a maximum term of five years,
                subject to a blackout period allowance, such period to be determined
                by
                the Board of Directors of the Company, and the options are
                non-transferable;   29
  
  (g)
            options
                held by individuals who are terminated without cause are subject
                to an
                accelerated expiry term for those options which requires that options
                held
                by those individuals expire on the earlier of: (a) the original expiry
                term of such options; (b) 30 days after the Optionee ceases active
                employment with the Company; or (c) 30 days after the date of delivery
                of
                written notice of retirement, resignation or termination;  (h)
            options
                held by an individual who ceases to be employed by the Company for
                cause
                or is removed from office or becomes disqualified from being a director
                will terminate immediately;  (i)
            options
                which expire unexercised or are otherwise cancelled will be returned
                to
                the 2007 Plan and may be made available for future option grant pursuant
                to the provisions of the 2007 Plan;  (j)
            optionees
                may, rather than exercise their options, elect to terminate such
                option,
                in whole or in part, and receive either an equivalent number of common
                shares or cash payment in lieu thereof; and  (k)
            the
                Board may, from time to time, subject to applicable law and the prior
                approval, if required, of the TSX or any other applicable regulatory
                body,
                suspend, terminate, discontinue or amend the 2007 Plan and the Board
                may
                amend the 2007 Plan or options granted under it without shareholder
                approval.  Provisions
        of the 2007 Plan described in items (d), (e), (f) and (i) listed above are
        consistent with the provisions contained in the 1996 Plan. Provisions of
        the
        2007 Plan described in items (a), (g) and (k) in the 2007 Plan differ from
        the
        analogous provisions in the 1996 Plan. There are no provisions in the 1996
        Plan
        analogous to the provision in the 2007 Plan described in items (b), (c),
        (h) and
        (j) above. The full text of the 2007 Plan can be found in Appendix A of the
        Management Information Proxy Circular dated March 16, 2007.
 
 **Purpose
        of the 2007 Plan**
 
 The
        adoption of the 2007 Plan is intended to further the purpose of the 1996
        Plan,
        which is to permit the Company to motivate and reward individuals who contribute
        to the Company’s profitability and to provide those individuals with a
        proprietary interest in the long term growth and financial success of the
        Company. The Board believes that the 2007 Plan will enhance the ability of
        the
        Company to continue to attract and retain talented individuals in a highly
        competitive industry.
 
 **Changes
        to the 1996 Plan**
 
 The
        2007
        Plan contains changes designed to conform certain provisions in the 2007
        Plan to
        the TSX rules and regulations relating to security based compensation
        arrangements, as well as changes to the 1996 Plan which the Board considers
        to
        be in the best interests of the Company.
 
 ***Maximum
        Shares Available***
 
 As
        of the
        date of this Information Circular, 2,903,800 stock options remain outstanding
        under the 1996 Plan, representing approximately 4.3% of the issued and
        outstanding common shares on a fully diluted basis, and 42,564  common
        shares of the Company remain available for future stock option awards under
        the
        1996 Plan, representing less than 1% of the issued and outstanding common
        shares
        on a fully diluted basis,. The maximum number of common shares of the Company
        that may be issuable under the 2007 Plan is a number equal to 10% of the
        number
        of issued and outstanding common shares of the Company on a non-diluted basis
        at
        any time.
 
 ***Maximum
        Shares Available to Insiders***
 
 To
        ensure
        that insiders of the Company have the opportunity to vote on certain approvals
        listed in Section 613(a) of the TSX Company Manual, the 2007 Plan restricts
        the
        maximum number of common shares of the Company that under the 2007 Plan are
        issued, or that may be issuable, to insiders (as defined under applicable
        securities law). Under the 2007 Plan, no more than 10% of the total number
        of
        issued and outstanding common shares on a non-diluted basis may be: (i) issuable
        to insiders of the Company pursuant to options granted to insiders under
        the
        2007
  30
  Plan;
        or
        (ii) issued to insiders of the Company within any one year period pursuant
        to
        options granted to insiders under the 2007 Plan, in both cases together with
        all
        of the Company’s previously established and outstanding or proposed share
        compensation arrangements.
 
 ***Share
        Appreciation Rights***
 
 The
        2007
        Plan introduces the concept of share appreciation rights, which is not provided
        for in the 1996 Plan. Under the share appreciation rights, optionees have
        the
        right to receive a certain number of common shares calculated pursuant to
        the
        difference between the fair value of a common share and the option exercise
        price upon exercise or, subject to the consent of the Company, cash payment
        calculated pursuant to section 4.11(b) of the 2007 Plan in lieu of purchasing
        common shares of the Company upon the exercise of the option. The cash
        settlement alternative provides optionees with an alternative means to exercise
        their options and provides the Company with a means of reducing the dilution
        normally associated with option exercises.
 
 ***Amending
        Provisions***
 
 The
        amending provisions in the 2007 Plan provide that the Board of Directors
        of the
        Company may, from time to time, subject to the 2007 Plan, applicable law
        and the
        prior approval, if required, of the TSX or any other regulatory body having
        authority, or of the shareholders of the Company, suspend, terminate,
        discontinue or amend the 2007 Plan. The Board may not amend the 2007 Plan
        without the approval of the shareholders of the Company and the TSX with
        respect
        to the following; (a) altering the maximum number of shares available under
        the
        2007 Plan; (b) amending the terms of an option granted to an insider of the
        Company; (c) extend the expiration term from a blackout period allowance;
        (d)
        making a change to the class of eligible participants which would have the
        potential of broadening or increasing participation by insiders; (e) adding
        any
        form of financial assistance; or (f) adding a deferred or restricted share
        unit
        or any other provision which results in an eligible participant receiving
        Shares
        while no cash consideration is received by the Company.
 
 
 **ITEM
                  7.**
              **MAJOR
                  SHAREHOLDERS AND RELATED PARTY
                  TRANSACTIONS**
 
 **A.**
              **Major
                  Shareholders**
 
 To
        the
        knowledge of the Directors and senior officers of the Company, and based
        upon
        the Company’s review of the records maintained by Pacific Corporate Trust
        Company, electronic filings with the System for Electronic Document Analysis
        and
        Retrieval (“SEDAR”) and insider reports filed with System for Electronic
        Disclosure by Insiders (SEDI), as at March 16, 2007, only the following
        shareholder beneficially owned, directly or indirectly, or exercised control
        or
        direction over more than 10% of the voting rights attached to the common
        shares
        of the Company:
 
 **Name**
              **Number
                  of Shares**
              **Percentage****Anglo
                  Pacific Group plc**
                
                
                London,
                  England
              7,183,100
              11.16%
 
 Tabled
        below is the distribution of the registered shareholders of the Company at
        December 31, 2006, as provided by the Company’s transfer agent, Pacific
        Corporate Trust Company:
 
 **Country**
              **Total
                  Holders**
              **%**
              **Total
                  Holdings**
              **%**USA
                Canada
                Other
                  Countries
              21
                3
                -
              41.18
                58.82
                -
              2,460,777
                61,716,061
                -
              3.83
                96.17
                -
 
  31
  **B.**  **Related
        Party Transactions**
 
 There
        were no related party transactions for the last fiscal year.
 
 ***Indebtedness
        to Company of Directors, Executive Officers and Senior
        Officers***
 
 No
        directors or senior officers of the Company are indebted to the Company or
        have
        been indebted to the Company since the beginning of the last financial year
        of
        the Company.
 
 **C.**
              **Interests
                  of Experts and Counsel**
 
 This
        Form
        20F is being filed as an annual report under the Exchange Act and, as such,
        there is no requirement to provide any information under this item.
 
 None
        of
        SIM Geological Inc. or Robert C. Sim, being the company and the person,
        respectively, involved in the preparation of the technical report relating
        to
        the Pinson Mine Property, or any director, officer or employee thereof, as
        applicable, received or has received a direct or indirect interest in the
        property of the Company or of any associate or affiliate of the Company.
        As at
        the date hereof, the directors, officers and employees, as applicable, of
        the
        aforementioned company do not beneficially own, directly or indirectly, in
        the
        aggregate, more than one percent of the securities of the Company and its
        associates and affiliates.
  DeVisser
        Gray, auditors of the Company, has advised the Company that it is independent
        within the Rules of Professional Conduct of the Institute of Chartered
        Accountants of British Columbia and within the meaning of applicable securities
        laws of Canada.
  Neither
        the aforementioned person, nor any director, officer, employee or partner,
        as
        applicable, of the aforementioned company or partnership is currently expected
        to be elected, appointed or employed as a director, officer or employee of
        the
        Company or of any associate or affiliate of the Company.
 
 
 **ITEM
                  8.**
              **FINANCIAL
                  INFORMATION**
 
 **A.**
              **Consolidated
                  Statements and Other Financial Information****Financial Statements**
 
 Attached
        hereto are the audited financial statements of the Company for the fiscal
        years
        ended December 31, 2006 and 2005. The financial statements are accompanied
        by
        auditors' reports and related notes. See “Item 17. Financial
        Statements”.
 
 ***Legal
        Proceedings***
 
 The
        Company has assigned its full interest in the Jarbidge claims to Atna Resources,
        Inc. (ARI), its wholly owned Nevada subsidiary. ARI has been joined to a
        lawsuit
        pending in the Fourth Judicial District Court of Elko County, Nevada. The
        Plaintiff is the underlying owner of the Jarbidge claims, which are held
        under
        option by ARI. The action seeks to condemn a right of way on an existing
        road
        across certain patented claims to provide access to the mineral claims held
        under option by ARI. ARI is pursuing the action as well as exploring alternate
        means to settle the litigation. The Management of the Company believes that
        the
        lawsuit has no significant effects on the Company’s financial position. The
        lawsuit was dismissed on November 1, 2005, with no charge or claim against
        Plaintiff or the Company.
 
 **B.**
              **Significant
                  Changes**
 
 No
        significant changes have occurred since the date of the annual financial
        statements included in this Annual Statement.
  32
  
 **ITEM
                  9.**
              **THE
                  OFFERING AND LISTING**
 
 **A.**
              **Offer
                  and Listing Details**
 
 The
        high
        and low closing prices in Canadian Dollars for the Company’s common stock on the
        Toronto Stock Exchange are set forth below.
 
 ***For
        the five most recent full financial years: the annual high and low market
        closing prices:***
 
 **High
                  - $**
              **Low
                  - $**2002
              0.51
              0.192003
              0.62
              0.212004
              0.95
              0.292005
              2.56
              0.552006
              2.41
              0.95
 
 ***For
        the two most recent full financial years and any subsequent period: the high
        and
        low market closing prices for each full financial
        quarter:***
 
 **High
                  - $**
              **Low
                  - $***Fiscal
                  2005*First
                  Quarter, ended 03/31/05
              0.73
              .067Second
                  Quarter, ended 06/30/05
              0.77
              0.75Third
                  Quarter, ended 09/30/05
              1.08
              1.03Fourth
                  Quarter, ended 12/31/05
              2.00
              1.95*Fiscal
                  2006*First
                  Quarter, ended 03/31/06
              2.41
              1.82Second
                  Quarter, ended 06/30/06
              2.36
              1.01Third
                  Quarter, ended 09/30/06
              1.48
              1.02Fourth
                  Quarter, ended 12/31/06
              1.46
              0.95*Fiscal
                  2007*First
                  Two Months, ended 02/28/07
              1.71
              1.30
 
 ***For
        the most recent 12 months: the high and low market closing prices and the
        average trading volumes for each month:***
 
 **High
                  - $**
              **Low
                  - $**
              **Average
                  Volume**March
                  1-15, 2007
              1.55
              1.26
              145,400February
                  2007
              1.71
              1.45
              222,900January
                  2007
              1.58
              1.30
              207,700December
                  2006
              1.46
              1.25
              196,900November
                  2006
              1.31
              1.09
              168,000October
                  2006
              1.24
              0.95
              155,400September
                  2006
              1.25
              1.02
              176,400August
                  2006
              1.49
              1.22
              117,000July
                  2006
              1.50
              1.21
              133,100June
                  2006
              1.28
              1.00
              239,500May
                  2006
              1.67
              1.21
              484,000April
                  2006
              2.41
              1.46
              807,400March
                  2006
              2.55
              1.80
              249,800
 
  33
  
 **B.**
              **Plan
                  of Distribution**
 
 This
        Form
        20F is being filed as an annual report under the Exchange Act and, as such,
        there is no requirement to provide any information under this item.
 
 **C.**
              **Markets**
 
 The
        Company’s common shares have been listed and traded in Canada on the Toronto
        Stock Exchange under the symbol “ATN” since March 14, 1996. In addition, the
        shares of Common Stock were listed and traded on the Vancouver Stock Exchange
        on
        September 12, 1986, however, at the request of the Company, due to relatively
        low trading volumes, they were de-listed from trading on the Vancouver Stock
        Exchange on January 31, 1997.
 
 **D.**
              **Selling
                  Shareholders**
 
 This
        Form
        20F is being filed as an annual report under the Exchange Act and, as such,
        there is no requirement to provide any information under this item.
 
 **E.**
              **Dilution**
 
 This
        Form
        20F is being filed as an annual report under the Exchange Act and, as such,
        there is no requirement to provide any information under this item.
 
 **F.**
              **Expenses
                  of the Issue**
 
 This
        Form
        20F is being filed as an annual report under the Exchange Act and, as such,
        there is no requirement to provide any information under this item.
 
 
 **ITEM
                  10.**
              **ADDITIONAL
                  INFORMATION**
 
 **A.**
              **Share
                  Capital**
 
 At
        the
        Company’s last Annual and Extraordinary General Meeting held on April 14, 2005
        the shareholders approved a special resolution to replace the previous *Company
        Act* (British
        Columbia) with the *Business
        Corporations Act* (British
        Columbia) (the “BCBCA”) as legislated by the Province of British Columbia on
        March 29, 2004. As now permitted by the BCBCA, the Company altered the Articles
        of the Company to increase the authorized capital from 150,000,000 Shares
        divided into 100,000,000 Common Shares without par value (the "Common Shares")
        and 50,000,000 Preferred shares without par value (the “Preferred Shares”) to an
        unlimited number of Common Shares without par value and an unlimited number
        of
        Preferred Shares.
 
 The
        table
        presented below reports on the current authorized capital of the Company.
 
 Designation
                  of Security
              Authorized
              Outstanding
                  as at Dec. 31, 2006
              Outstanding
                  as at March 16, 2007Common
                  Shares
              Unlimited
              $60,839,308
                (64,176,838
                  shares)
              $60,921,808
                (64,376,838shares)Preferred
                  Shares
              Unlimited
              Nil
              Nil
 
 As
        at
        March 16, 2007, the Company had outstanding stock options to purchase a total
        of
        2,903,800 common shares, exercisable at prices ranging from $0.325 to $2.01
        per
        share prior to January 11, 2010.
 
 The
        following table sets out a history of the Company's share capital for the
        three
        most recently completed fiscal years to the date of this
        document:
  34
  
 
 2006
              
              2005
              
              2004Number
                  of
                Shares
              
              Amount
                $
              
              Number
                  of
                Shares
              
              Amount
                $
              
              Number
                  of
                Shares
              
              Amount
                $Opening
                  balance
              55,429,067
              
              51,286,111
              
              38,950,872
              
              40,795,561
              
              30,194,667
              
              36,524,790Issued
                  for:Private
                  placement
              7,450,000
              
              8,730,587
              
              7,000,000
              
              5,128,107
              
              7,280,000
              
              3,648,757Warrants
              502,771
              
              459,795
              
              8,538,195
              
              5,074,192
              
              1,036,205
              
              458,461Exercise
                  of stock options
              795,000
              
              286,125
              
              940,000
              
              243,225
              
              410,000
              
              147,653Property
              -
              
              -
              
              -
              
              -
              
              30,000
              
              15,900Severance
                  settlement
              -
              
              -
              
              -
              
              -
              
              -
              
              -Stock-based
                  compensation
              -
              
              76,690
              
              -
              
              45,026
              
              -
              
              38,153Closing
                  balance
              64,176,838
              
              60,839,308
              
              55,429,067
              
              51,286,111
              
              38,950,872
              
              $40,795,561
 
 **B.**
              **Memorandum
                  and Articles of
                  Association**
 
 The
        Company was incorporated as Atna Resources Ltd. under the Province of British
        Columbia *Company
        Act* by
        registration of a Memorandum and Articles.  On April 12, 1996, the Company
        adopted a revised Memorandum pursuant to which the authorized capital was
        increased from 20,000,000 to 100,000,000 common shares. On May 20, 2003,
        the
        Company adopted a revised Memorandum pursuant to which the authorized capital
        was altered and increased to 150,000,000 Shares, divided into 100,000,000
        Common
        Shares without par value and 50,000,000 Preferred Shares without par value.
        The
        said Common and Preferred Shares shall have attached thereto the Special
        Rights
        and Restrictions as set forth in the Articles of the Company. On April 14,
        2005,
        the Company adopted the *Business
        Corporations Act* (British
        Columbia) (the “BCBCA”) as legislated by the Province of British Columbia on
        March 29, 2004. Under the BCBCA, the Company adopted new Articles consistent
        with the terms and provisions of the BCBCA pursuant to which the authorized
        capital was increased to an unlimited amount.
 
 **C.**
              **Material
                  Contracts**
 
 The
        following is a chronological summary of all material mineral property
        acquisitions and dispositions by the Company for the two years immediately
        preceding publication of this document.
 
 **2005**
 
 By
        an
        agreement dated February 4, 2005, the Company leased eight (8) patented lode
        mining claims located in the Jarbidge Mining District, Elko County, Nevada,
        from
        Century Gold LLC. The agreement calls for an initial payment to the property
        owner of US$5,000 (paid) and annual lease payments ranging from US$5,000
        on the
        first anniversary up to US$25,000 per year on the eighth anniversary and
        thereafter. The mining lease calls for a 5% NSR royalty and the Company has
        the
        option of purchasing one-half (2.5%NSR) of the retained production royalty
        within the first 10 years of the agreement for US$2,000,000.
 
 By
        an
        agreement dated February 4, 2005, the Company obtained an option to acquire
        100%
        interest in six (6) unpatented lode mining claims located in the Jarbidge
        Mining
        District, Elko County, Nevada, from the Big Ledge Group. The agreement calls
        for
        gradually escalating annual payments ranging from an initial payment due
        on
        execution of US$1,500 (paid) toUS$6,000 on the forth anniversary date and
        thereafter. The Company may purchase 100% interest in the property for $500,000
        and all annual payments are considered advanced royalty payments and recoupable
        from any actual production royalty payments due owner. The property is subject
        to a variable royalty of 1.5% NSR on gold sales below $350 per ounce gold
        up to
        a maximum of 3.0%NSR when gold is sold at greater than $400 per
        ounce.
 
 On
        March
        1, 2005, the Company sold its 100% interest in the property to Yukon Gold
        Corporation Inc. (“Yukon
  35
  Gold”)
        for cash payments totaling CDN$1,600,000 and 400,000 common shares in Yukon
        Gold. The Company received an initial payment of $150,000 and 133,333 common
        shares in Yukon Gold. Subsequent payments are scheduled as follows: $50,000
        cash
        and 133,333 common shares on or before December 12, 2005 (cash and shares
        received); $100,000 cash and an additional 133,334 common shares on or before
        December 12, 2006; $100,000 on or before December 12, 2007; and $200,000
        on or
        before December 12, 2008, payable as a combination of cash or common shares.
        Upon the commencement of commercial production, Yukon Gold shall pay the
        Company
        an additional $1,000,000 in a combination of cash and common
        shares.
 
 The
        Company entered into an agreement in June, 2005, with New Sleeper Gold
        Corporation (“New Sleeper”). New Sleeper has the option to acquire a 100%
        interest in the property, subject to a 3% NSR royalty, which can be purchased
        for US$1,000,000 per percentage point. New Sleeper can acquire the property
        by
        making cumulative cash payments of US$305,000 (US$50,000 paid) over 7.5 years.
        Subsequent to the 2005 year end, the agreement was terminated.
 
 The
        Company entered into an agreement with Apolo Gold & Energy Inc. (‘Apolo) in
        September, 2005. Apolo has the option to acquire a 55% interest in the Beowawe
        property by issuing a 100,000 restricted shares (received) to the Company
        upon
        execution of the Joint Venture Agreement and by issuing an additional 50,000
        restricted shares or $50,000 worth of restricted shares, whichever, is greater
        on the first anniversary of the agreement and by spending US$1,700,000 on
        exploration over a four-year period. Upon completion of the work commitment,
        Apolo may increase its interest to 70% by completing a bankable feasibility
        study. If the Company does not participate in project financing after tabling
        of
        the feasibility study, the Company will dilute to a 15% Net Profits
        Interest.
 
 **2006**
 
 The
        Company entered into an earn-in agreement in November, 2006 with Meridian
        Minerals Corp. (“Meridian”). Meridian has the right to acquire a 51% interest in
        the property by making cumulative cash payments of US$635,000 (US$95,000
        paid)
        and cumulative exploration expenditures of US$3.3 million over a period of
        four
        year. At such a time as the earn-in commitments have been made a Meridian
        (51%)/Atna (49%) joint venture will be formed. After formation of the joint
        venture Meridian will have the right to increase its participation interest
        in
        the joint venture from 51% to 70% by delivering a pre-feasibility study to
        the
        Company within 30 months of making the initial earn-in
        contribution.
 
 A
        draft
        lease agreement is in place between the Company and Compania Cielo Azul Limitada
        (“CCAL”) whereby CCAL may lease the property for a period twenty years by making
        the following lease payments to the Company: US$10,000 upon execution of
        an
        agreement (received); US$10,000 on the first anniversary of the agreement;
        US$25,000 on the second anniversary of the agreement; and $US$50,000 on the
        third anniversary of the agreement and on all subsequent anniversary dates
        thereafter. The property will be subject to a 2.5% NSR royalty. A formal
        agreement is yet to be executed by the Company and CCAL.
 
 **D.**
              **Exchange
                  Controls**
 
 There
        is
        no law or governmental decree or regulation in Canada that restricts the
        export
        or import of capital, or affects the remittance of dividends, interest or
        other
        payments to a non-resident holder of Common Shares, other than withholding
        tax
        requirements.
 
 There
        is
        no limitation imposed by Canadian law or by the constituent documents of
        the
        Company on the right of a non-resident to hold or vote Common Shares, other
        than
        are provided in the Investment Canada Act (Canada). The following summarizes
        the
        material features of the Investment Canada Act (Canada).
 
 The
        Investment Canada Act (Canada) requires certain “non-Canadian” individuals,
        governments, corporations or other entities who wish to acquire a “Canadian
        business” (as defined in the Investment Canada Act), or establish a “new
        Canadian business” (as defined in the Investment Canada Act) to file either a
        notification or an application for review with a governmental agency known
        as
“Investment Canada”. The Investment Canada Act requires that certain
        acquisitions of control of a Canadian business by a “non-Canadian” must be
        reviewed and approved by the Minister responsible for the Investment Canada
        Act
        to ensure that the Minister is satisfied that the acquisition is “likely to be
        of net benefit to Canada”, such a determination based upon certain criteria set
        forth in the Investment Canada Act. Only acquisitions of control are reviewable
        under the Investment Canada Act; however, the Investment
  36
  Canada
        Act provides detailed rules for the determination of whether control has
        been
        acquired and, pursuant to those rules, the acquisition of one-third or more
        of
        the voting shares of a corporation may, in some circumstances, be considered
        to
        constitute an acquisition of control. Certain reviewable acquisitions of
        control
        may not be implemented before being approved by the Minister; if the Minister
        does not ultimately approve a reviewable acquisition which has been completed,
        the acquired Canadian business be divested. Failure to comply with the review
        provisions of the Investment Canada Act could result in, among other things,
        an
        injunction or a court order directing disposition of assets or
        shares.
 
 **E.**
            **Taxation** 
 **U.S.
        Federal Income Tax Consequences**
  The
        following is a summary of the anticipated material U.S. federal income tax
        consequences to a U.S. Holder (as defined below) arising from and relating
        to
        the acquisition, ownership, and disposition of Common Shares.
 
 This
        summary is for general information purposes only and does not purport to
        be a
        complete analysis or listing of all potential U.S. federal income tax
        consequences that may apply to a U.S. Holder as a result of the acquisition,
        ownership, and disposition of Common Shares. In addition, this summary does
        not
        take into account the individual facts and circumstances of any particular
        U.S.
        Holder that may affect the U.S. federal income tax consequences of the
        acquisition, ownership, and disposition of Common Shares. Accordingly, this
        summary is not intended to be, and should not be construed as, legal or U.S.
        federal income tax advice with respect to any U.S. Holder. Each U.S. Holder
        should consult its own financial advisor, legal counsel, or accountant regarding
        the U.S. federal income, U.S. state and local, and foreign tax consequences
        of
        the acquisition, ownership, and disposition of Common Shares.
 
 **Scope
        of this Summary**
 
 Authorities
 
 This
        summary is based on the Internal Revenue Code of 1986, as amended (the “Code”),
        Treasury Regulations (whether final, temporary, or proposed), published rulings
        of the Internal Revenue Service (the “IRS”), published administrative positions
        of the IRS, the Convention Between Canada and the United States of America
        with
        Respect to Taxes on Income and on Capital, signed September 26, 1980, as
        amended
        (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable
        and, in each case, as in effect and available, as of the date of this Annual
        Report. Any
        of
        the authorities on which this summary is based could be changed in a material
        and adverse manner at any time, and any such change could be applied on a
        retroactive basis. This
        summary does not discuss the potential effects, whether adverse or beneficial,
        of any proposed legislation that, if enacted, could be applied on a retroactive
        basis.
 
 U.S.
        Holders
 
 For
        purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares
        that, for U.S. federal income tax purposes, is (a) an individual who is a
        citizen or resident of the U.S., (b) a corporation, or any other entity
        classified as a corporation for U.S. federal income tax purposes, that is
        created or organized in or under the laws of the U.S. or any state in the
        U.S.,
        including the District of Columbia, (c) an estate if the income of such
        estate is subject to U.S. federal income tax regardless of the source of
        such
        income, or (d) a trust if (i) such trust has validly elected to be
        treated as a U.S. person for U.S. federal income tax purposes or (ii) a
        U.S. court is able to exercise primary supervision over the administration
        of
        such trust and one or more U.S. persons have the authority to control all
        substantial decisions of such trust.
 
 Non-U.S.
        Holders
 
 For
        purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common
        Shares other than a U.S. Holder. This summary does not address the U.S. federal
        income tax consequences of the acquisition, ownership, and disposition of
        Common
        Shares to non-U.S. Holders. Accordingly, a non-U.S. Holder should consult
        its
        own financial advisor, legal counsel, or accountant regarding the U.S. federal
        income, U.S. state and local, and foreign tax consequences (including the
        potential application of and operation of any income tax treaties) of the
        acquisition, ownership, and disposition of Common Shares.
  37
  
 
 U.S.
        Holders Subject to Special U.S. Federal Income Tax Rules Not
        Addressed
 
 This
        summary does not address the U.S. federal income tax consequences of the
        acquisition, ownership, and disposition of Common Shares to U.S. Holders
        that
        are subject to special provisions under the Code, including the following
        U.S.
        Holders: (a) U.S. Holders that are tax-exempt organizations, qualified
        retirement plans, individual retirement accounts, or other tax-deferred
        accounts; (b) U.S. Holders that are financial institutions, insurance
        companies, real estate investment trusts, or regulated investment companies;
        (c) U.S. Holders that are dealers in securities or currencies or U.S.
        Holders that are traders in securities that elect to apply a mark-to-market
        accounting method; (d) U.S. Holders that have a “functional currency” other
        than the U.S. dollar; (e) U.S.
        Holders that are liable for the alternative minimum tax under the Code;
        (f) U.S. Holders that own Common Shares as part of a straddle, hedging
        transaction, conversion transaction, constructive sale, or other arrangement
        involving more than one position; (g) U.S. Holders that acquired Common
        Shares in connection with the exercise of employee stock options or otherwise
        as
        compensation for services; (h) U.S. Holders that hold Common Shares other
        than as a capital asset within the meaning of Section 1221 of the Code; or
        (i) U.S. Holders that own (directly, indirectly, or constructively) 10% or
        more, by voting power or value, of the outstanding shares of the Company. U.S.
        Holders that are subject to special provisions under the Code, including
        U.S.
        Holders described immediately above, should consult their own financial advisor,
        legal counsel or accountant regarding the U.S. federal income, U.S. state
        and
        local, and foreign tax consequences of the acquisition, ownership, and
        disposition of Common Shares.
 
 If
        an
        entity that is classified as a partnership (or “pass-through” entity) for U.S.
        federal income tax purposes holds Common Shares, the U.S. federal income
        tax
        consequences to such partnership (or “pass-through” entity) and the partners of
        such partnership (or owners of such “pass-through” entity) generally will depend
        on the activities of the partnership (or “pass-through” entity) and the status
        of such partners (or owners). Partners of entities that are classified as
        partnerships (or owners of “pass-through” entities) for U.S. federal income tax
        purposes should consult their own financial advisor, legal counsel or accountant
        regarding the U.S. federal income tax consequences of the acquisition,
        ownership, and disposition of Common Shares.
 
 Tax
        Consequences Other than U.S. Federal Income Tax Consequences Not
        Addressed
 
 This
        summary does not address the U.S. state and local, U.S. federal estate and
        gift,
        or foreign tax consequences to U.S. Holders of the acquisition, ownership,
        and
        disposition of Common Shares. Each U.S. Holder should consult its own financial
        advisor, legal counsel, or accountant regarding the U.S. state and local,
        U.S.
        federal estate and gift, and foreign tax consequences of the acquisition,
        ownership, and disposition of Common Shares.
 
 **U.S.
        Federal Income Tax Consequences** **of
        the Acquisition, Ownership, and Disposition of Common
        Shares**
  Distributions
        on Common Shares
 
 ***General
        Taxation of Distributions***
 
 A
        U.S.
        Holder that receives a distribution, including a constructive distribution,
        with
        respect to the Common Shares will be required to include the amount of such
        distribution in gross income as a dividend (without reduction for any Canadian
        income tax withheld from such distribution) to the extent of the current
        or
        accumulated “earnings and profits” of the Company. To the extent that a
        distribution exceeds the current and accumulated “earnings and profits” of the
        Company, such distribution will be treated (a) first, as a tax-free return
        of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and,
        (b) thereafter, as gain from the sale or exchange of such Common Shares.
        (See more detailed discussion at “Disposition of Common Shares” below).
 
 ***Reduced
        Tax Rates for Certain Dividends***
 
 For
        taxable years beginning after December 31, 2002 and before January 1, 2009,
        a
        dividend paid by the Company generally will be taxed at the preferential
        tax
        rates applicable to long-term capital gains if (a) the Company is a
“qualified foreign corporation” (as defined below), (b) the U.S. Holder
        receiving such dividend is an individual, estate, or trust, and (c) such
        dividend is paid on Common Shares that have been held by such U.S. Holder
        for at
        least 61 days during the 121-day period beginning 60 days before the
“ex-dividend date.”
  38
  
 
 The
        Company generally will be a “qualified foreign corporation” under
        Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is
        incorporated in a possession of the U.S., (b) the Company is eligible for
        the benefits of the Canada-U.S. Tax Convention, or (c) the Common Shares
        are readily tradable on an established securities market in the U.S. However,
        even if the Company satisfies one or more of such requirements, the Company
        will
        not be treated as a QFC if the Company is a “passive foreign investment company”
(as defined below) for the taxable year during which the Company pays a dividend
        or for the preceding taxable year. In 2003, the U.S. Department of the Treasury
        (the “Treasury”) and the IRS announced that they intended to issue Treasury
        Regulations providing procedures for a foreign corporation to certify that
        it is
        a QFC. Although these Treasury Regulations have not yet been issued, the
        Treasury and the IRS have confirmed their intention to issue these Treasury
        Regulations. It is expected that these Treasury Regulations will obligate
        persons required to file information returns to report a dividend paid by
        a
        foreign corporation as a dividend from a QFC if the foreign corporation has,
        among other things, certified under penalties of perjury that the foreign
        corporation was not a “passive foreign investment company” for the taxable year
        during which the foreign corporation paid the dividend or for the preceding
        taxable year.
 
 As
        discussed below, the Company believes that it was a “passive foreign investment
        company” for the taxable year ended December 31, 2006. (See more detailed
        discussion at “Additional Rules that May Apply to U.S. Holders—Passive Foreign
        Investment Company” below). Accordingly, the Company does not believe that it
        was a QFC for the taxable year ended December 31, 2006.
 
 If
        the
        Company is not a QFC, a dividend paid by the Company to a U.S. Holder, including
        a U.S. Holder that is an individual, estate, or trust, generally will be
        taxed
        at ordinary income tax rates (and not at the preferential tax rates applicable
        to long-term capital gains). The dividend rules are complex, and each U.S.
        Holder should consult its own financial advisor, legal counsel, or accountant
        regarding the dividend rules.
 
 ***Distributions
        Paid in Foreign Currenc*** *y*
 
 The
        amount of a distribution paid to a U.S. Holder in foreign currency generally
        will be equal to the U.S. dollar value of such distribution based on the
        exchange rate applicable on the date of receipt. A U.S. Holder that does
        not
        convert foreign currency received as a distribution into U.S. dollars on
        the
        date of receipt generally will have a tax basis in such foreign currency
        equal
        to the U.S. dollar value of such foreign currency on the date of receipt.
        Such a
        U.S. Holder generally will recognize ordinary income or loss on the subsequent
        sale or other taxable disposition of such foreign currency (including an
        exchange for U.S. dollars).
 
 ***Dividends
        Received Deduction***
 
 Dividends
        paid on the Common Shares generally will not be eligible for the “dividends
        received deduction.” The availability of the dividends received deduction is
        subject to complex limitations that are beyond the scope of this discussion,
        and
        a U.S. Holder that is a corporation should consult its own financial advisor,
        legal counsel, or accountant regarding the dividends received
        deduction.
 
 ***Disposition
        of Common Shares***
 
 A
        U.S.
        Holder will recognize gain or loss on the sale or other taxable disposition
        of
        Common Shares in an amount equal to the difference, if any, between (a) the
        amount of cash plus the fair market value of any property received and
        (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise
        disposed of. Any such gain or loss generally will be capital gain or loss,
        which
        will be long-term capital gain or loss if the Common Shares are held for
        more
        than one year. Gain or loss recognized by a U.S. Holder on the sale or other
        taxable disposition of Common Shares generally will be treated as “U.S. source”
for purposes of applying the U.S. foreign tax credit rules. (See more detailed
        discussion at “Foreign Tax Credit” below).
 
 Preferential
        tax rates apply to long-term capital gains of a U.S. Holder that is an
        individual, estate, or trust. There are currently no preferential tax rates
        for
        long-term capital gains of a U.S. Holder that is a corporation. Deductions
        for
        capital losses are subject to significant limitations under the Code.
  39
  
 ***Foreign
        Tax Credit***
 
 A
        U.S.
        Holder that pays (whether directly or through withholding) Canadian income
        tax
        with respect to dividends paid on the Common Shares generally will be entitled,
        at the election of such U.S. Holder, to receive either a deduction or a credit
        for such Canadian income tax paid. Generally, a credit will reduce a U.S.
        Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas
        a deduction will reduce a U.S. Holder’s income subject to U.S. federal income
        tax. This election is made on a year-by-year basis and applies to all foreign
        taxes paid (whether directly or through withholding) by a U.S. Holder during
        a
        year.
 
 Complex
        limitations apply to the foreign tax credit, including the general limitation
        that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.
        federal income tax liability that such U.S. Holder’s “foreign source” taxable
        income bears to such U.S. Holder’s worldwide taxable income. In applying this
        limitation, a U.S. Holder’s various items of income and deduction must be
        classified, under complex rules, as either “foreign source” or “U.S. source.” In
        addition, this limitation is calculated separately with respect to specific
        categories of income (including “passive income,” “high withholding tax
        interest,” “financial services income,” “general income,” and certain other
        categories of income). Dividends paid by the Company generally will constitute
        “foreign source” income and generally will be categorized as “passive income”
or, in the case of certain U.S. Holders, “financial services income.” However,
        for taxable years beginning after December 31, 2006, the foreign tax credit
        limitation categories are reduced to “passive income” and “general income” (and
        the other categories of income, including “financial services income,” are
        eliminated). The foreign tax credit rules are complex, and each U.S. Holder
        should consult its own financial advisor, legal counsel, or accountant regarding
        the foreign tax credit rules.
 
 ***Information
        Reporting; Backup Withholding Tax***
 
 Payments
        made within the U.S., or by a U.S. payor or U.S. middleman, of dividends
        on, or
        proceeds arising from the sale or other taxable disposition of, Common Shares
        generally will be subject to information reporting and backup withholding
        tax,
        at the rate of 28%, if a U.S. Holder (a) fails to furnish such U.S.
        Holder’s correct U.S. taxpayer identification number (generally on Form W-9),
        (b) furnishes an incorrect U.S. taxpayer identification number, (c) is
        notified by the IRS that such U.S. Holder has previously failed to properly
        report items subject to backup withholding tax, or (d) fails to certify,
        under penalty of perjury, that such U.S. Holder has furnished its correct
        U.S.
        taxpayer identification number and that the IRS has not notified such U.S.
        Holder that it is subject to backup withholding tax. However, U.S. Holders
        that
        are corporations generally are excluded from these information reporting
        and
        backup withholding tax rules. Any amounts withheld under the U.S. backup
        withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S.
        federal income tax liability, if any, or will be refunded, if such U.S. Holder
        furnishes required information to the IRS. Each U.S. Holder should consult
        its
        own financial advisor, legal counsel, or accountant regarding the information
        reporting and backup withholding tax rules.
 
 **Additional
        Rules that May Apply to U.S. Holders**
 
 If
        the
        Company is a
“controlled foreign corporation” or a “passive foreign investment company” (each
        as defined below ),
        the
        preceding sections of this summary may not describe the U.S. federal income
        tax
        consequences to U.S. Holders of the acquisition, ownership, and disposition
        of
        Common Shares.
 
 ***Controlled
        Foreign Corporation***
 
 The
        Company generally will be a “controlled foreign corporation” under
        Section 957 of the Code (a “CFC”) if more than 50% of the total voting
        power or the total value of the outstanding shares of the Company is owned,
        directly or indirectly, by citizens or residents of the U.S., domestic
        partnerships, domestic corporations, domestic estates, or domestic trusts
        (each
        as defined in Section 7701(a)(30) of the Code), each of which own, directly
        or indirectly, 10% or more of the total voting power of the outstanding shares
        of the Company (a “10% Shareholder”).
 
 If
        the
        Company is a CFC, a 10% Shareholder generally will be subject to current
        U.S. federal income tax with respect to (a) such 10% Shareholder’s pro rata
        share of the “subpart F income” (as defined in Section 952 of the Code) of
        the Company and (b) such 10% Shareholder’s pro rata share of the
        earnings of the Company invested in “United States property” (as defined in
        Section 956 of the Code). In addition, under Section 1248 of the Code,
        any gain recognized on the sale or other taxable disposition of Common Shares
        by
        a U.S. Holder that was a
  40
  10% Shareholder
        at any time during the five-year period ending with such sale or other taxable
        disposition generally will be treated as a dividend to the extent of the
        “earnings and profits” of the Company that are attributable to such Common
        Shares. If the Company is both a CFC and a “passive foreign investment company”
(as defined below), the Company generally will be treated as a CFC (and not
        as a
“passive foreign investment company”) with respect to any 10% Shareholder.
 
 The
        Company does not believe that it has previously been, or currently is, a
        CFC.
        However, there can be no assurance that the Company will not be a CFC for
        the
        current or any subsequent taxable year.
 
 **Passive
        Foreign Investment Company** ******
 
 The
        Company generally will be a “passive foreign investment company” under
        Section 1297 of the Code (a “PFIC”) if, for a taxable year, (a) 75% or
        more of the gross income of the Company for such taxable year is passive
        income
        or (b) 50% or more of the assets held by the Company either produce passive
        income or are held for the production of passive income, based on the fair
        market value of such assets (or on the adjusted tax basis of such assets,
        if the
        Company is not publicly traded and either is a “controlled foreign corporation”
or makes an election). “Passive income” includes, for example, dividends,
        interest, certain rents and royalties, certain gains from the sale of stock
        and
        securities, and certain gains from commodities transactions.
 
 For
        purposes of the PFIC income test and asset test described above, if the Company
        owns, directly or indirectly, 25% or more of the total value of the outstanding
        shares of another foreign corporation, the Company will be treated as if
        it
        (a) held a proportionate share of the assets of such other foreign
        corporation and (b) received directly a proportionate share of the income
        of such other foreign corporation. In addition, for purposes of the PFIC
        income
        test and asset test described above, “passive income” does not include any
        interest, dividends, rents, or royalties that are received or accrued by
        the
        Company from a “related person” (as defined in Section 954(d)(3) of the
        Code), to the extent such items are properly allocable to the income of such
        related person that is not passive income.
 
 The
        Company believes that it was a PFIC for the taxable year ended December 31,
        2005, and expects that it may be a PFIC for subsequent taxable years. The
        determination of whether the Company was, or will be, a PFIC for a taxable
        year
        depends, in part, on the application of complex U.S. federal income tax rules,
        which are subject to differing interpretations. In addition, whether the
        Company
        will be a PFIC for each subsequent taxable year depends on the assets and
        income
        of the Company over the course of each such taxable year and, as a result,
        cannot be predicted with certainty as of the date of this Annual Report.
        Accordingly, there can be no assurance that the IRS will not challenge the
        determination made by the Company concerning its PFIC status.
 
 ***Default
        PFIC Rules Under Section 1291 of the Code***
 
 If
        the
        Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder
        of
        the acquisition, ownership, and disposition of Common Shares will depend
        on
        whether such U.S. Holder makes an election to treat the Company as a “qualified
        electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”)
        or a mark-to-market election under Section 1296 of the Code (a
“Mark-to-Market Election”). A U.S. Holder that does not make either a QEF
        Election or a Mark-to-Market Election will be referred to in this summary
        as a
“Non-Electing U.S. Holder.”
 
 A
        Non-Electing U.S. Holder will be subject to the rules of Section 1291 of
        the Code with respect to (a) any gain recognized on the sale or other
        taxable disposition of Common Shares and (b) any excess distribution paid
        on the Common Shares. A distribution generally will be an “excess distribution”
to the extent that such distribution (together with all other distributions
        received in the current taxable year) exceeds 125% of the average distributions
        received during the three preceding taxable years (or during a U.S. Holder’s
        holding period for the Common Shares, if shorter).
 
 Under
        Section 1291 of the Code, any gain recognized on the sale or other taxable
        disposition of Common Shares, and any excess distribution paid on the Common
        Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s
        holding period for the Common Shares. The amount of any such gain or excess
        distribution allocated to prior years of such Non-Electing U.S. Holder’s holding
        period for the Common Shares (other than years prior to the first taxable
        year
        of the Company beginning after December 31, 1986 for which the Company was
        not a
        PFIC) will be subject to U.S. federal income tax at the highest tax applicable
        to ordinary income in each such prior year. A Non-Electing U.S. Holder will
        be
        required to pay interest on the resulting tax liability for each such prior
        year,
  41
  calculated
        as if such tax liability had been due in each such prior year. Such a
        Non-Electing U.S. Holder that is not a corporation must treat any such interest
        paid as “personal interest,” which is not deductible. The amount of any such
        gain or excess distribution allocated to the current year of such Non-Electing
        U.S. Holder’s holding period for the Common Shares will be treated as ordinary
        income in the current year, and no interest charge will be incurred with
        respect
        to the resulting tax liability for the current year.
 
 If
        the
        Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder
        holds Common Shares, the Company will continue to be treated as a PFIC with
        respect to such Non-Electing U.S. Holder, regardless of whether the Company
        ceases to be a PFIC in one or more subsequent years. A Non-Electing U.S.
        Holder
        may terminate this deemed PFIC status by electing to recognize gain (which
        will
        be taxed under the rules of Section 1291 of the Code discussed above) as if
        such Common Shares were sold on the last day of the last taxable year for
        which
        the Company was a PFIC.
 
 ***QEF
        Election***
 
 A
        U.S.
        Holder that makes a QEF Election generally will not be subject to the rules
        of
        Section 1291 of the Code discussed above. However, a U.S. Holder that makes
        a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s
        pro rata share of (a) the net capital gain of the Company, which will be
        taxed as long-term capital gain to such U.S. Holder, and (b) and the
        ordinary earnings of the Company, which will be taxed as ordinary income
        to such
        U.S. Holder. Generally, “net capital gain” is the excess of (a) net
        long-term capital gain over (b) net short-term capital loss, and “ordinary
        earnings” are the excess of (a) “earnings and profits” over (b) net
        capital gain. A U.S. Holder that makes a QEF Election will be subject to
        U.S.
        federal income tax on such amounts for each taxable year in which the Company
        is
        a PFIC, regardless of whether such amounts are actually distributed to such
        U.S.
        Holder by the Company. However, a U.S. Holder that makes a QEF Election may,
        subject to certain limitations, elect to defer payment of current U.S. federal
        income tax on such amounts, subject to an interest charge. If such U.S. Holder
        is not a corporation, any such interest paid will be treated as “personal
        interest,” which is not deductible.
 
 A
        U.S.
        Holder that makes a QEF Election generally (a) may receive a tax-free
        distribution from the Company to the extent that such distribution represents
        “earnings and profits” of the Company that were previously included in income by
        the U.S. Holder because of such QEF Election and (b) will adjust such U.S.
        Holder’s tax basis in the Common Shares to reflect the amount included in income
        or allowed as a tax-free distribution because of such QEF Election. In addition,
        a U.S. Holder that makes a QEF Election generally will recognize capital
        gain or
        loss on the sale or other taxable disposition of Common Shares.
 
 The
        procedure for making a QEF Election, and the U.S. federal income tax
        consequences of making a QEF Election, will depend on whether such QEF Election
        is timely. A QEF Election will be treated as “timely” if such QEF Election is
        made for the first year in the U.S. Holder’s holding period for the Common
        Shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF
        Election by filing the appropriate QEF Election documents at the time such
        U.S.
        Holder files a U.S. federal income tax return for such first year. However,
        if
        the Company was a PFIC in a prior year, then in addition to filing the QEF
        Election documents, a U.S. Holder must elect to recognize (a) gain (which
        will be taxed under the rules of Section 1291 of the Code discussed above)
        as if the Common Shares were sold on the qualification date or (b) if the
        Company was also a CFC, such U.S. Holder’s pro rata share of the post-1986
“earnings and profits” of the Company as of the qualification date. The
“qualification date” is the first day of the first taxable year in which the
        Company was a QEF with respect to such U.S. Holder. The election to recognize
        such gain or “earnings and profits” can only be made if such U.S. Holder’s
        holding period for the Common Shares includes the qualification date. By
        electing to recognize such gain or “earnings and profits,” such U.S. Holder will
        be deemed to have made a timely QEF Election. In addition, under very limited
        circumstances, a U.S. Holder may make a retroactive QEF Election if such
        U.S.
        Holder failed to file the QEF Election documents in a timely manner.
 
 A
        QEF
        Election will apply to the taxable year for which such QEF Election is made
        and
        to all subsequent taxable years, unless such QEF Election is invalidated
        or
        terminated or the IRS consents to revocation of such QEF Election. If a U.S.
        Holder makes a QEF Election and, in a subsequent taxable year, the Company
        ceases to be a PFIC, the QEF Election will remain in effect (although it
        will
        not be applicable) during those taxable years in which the Company is not
        a
        PFIC. Accordingly, if the Company becomes a PFIC in another subsequent taxable
        year, the QEF Election will be effective and the U.S. Holder will be subject
        to
        the QEF rules described above during any such subsequent taxable year in
        which
        the Company qualifies as a PFIC. In addition, the QEF Election will remain
        in
  42
  effect
        (although it will not be applicable) with respect to a U.S. Holder even after
        such U.S. Holder disposes of all of such U.S. Holder’s direct and indirect
        interest in the Common Shares. Accordingly, if such U.S. Holder reacquires
        an
        interest in the Company, such U.S. Holder will be subject to the QEF rules
        described above for each taxable year in which the Company is a
        PFIC.
 
 Each
        U.S.
        Holder should consult its own financial advisor, legal counsel, or accountant
        regarding the availability of, and procedure for making, a QEF Election.
        U.S.
        Holders should be aware that there can be no assurance that the Company will
        satisfy record keeping requirements that apply to a QEF, or that the Company
        will supply U.S. Holders with information that such U.S. Holders require
        to
        report under the QEF rules, in event that the Company is a PFIC and a U.S.
        Holder wishes to make a QEF Election.
 
 ***Mark-to-Market
        Election***
 
 A
        U.S.
        Holder may make a Mark-to-Market Election only if the Common Shares are
        marketable stock. The Common Shares generally will be “marketable stock” if the
        Common Shares are regularly traded on a qualified exchange or other market.
        For
        this purpose, a “qualified exchange or other market” includes (a) a
        national securities exchange that is registered with the Securities and Exchange
        Commission, (b) the national market system established pursuant to section
        11A of the Securities and Exchange Act of 1934, or (c) a foreign securities
        exchange that is regulated or supervised by a governmental authority of the
        country in which the market is located, provided that (i) such foreign
        exchange has trading volume, listing, financial disclosure, surveillance,
        and
        other requirements designed to prevent fraudulent and manipulative acts and
        practices, remove impediments to and perfect the mechanism of a free, open,
        fair, and orderly market, and protect investors (and the laws of the country
        in
        which the foreign exchange is located and the rules of the foreign exchange
        ensure that such requirements are actually enforced) (ii) the rules of such
        foreign exchange effectively promote active trading of listed stocks. If
        the
        Common Shares are traded on such a qualified exchange or other market, the
        Common Shares generally will be “regularly traded” for any calendar year during
        which the Common Shares are traded, other than in de minimis quantities,
        on at
        least 15 days during each calendar quarter.
 
 A
        U.S.
        Holder that makes a Mark-to-Market Election generally will not be subject
        to the
        rules of Section 1291 of the Code discussed above. However, if a U.S.
        Holder makes a Mark-to-Market Election after the beginning of such U.S. Holder’s
        holding period for the Common Shares and such U.S. Holder has not made a
        timely
        QEF Election, the rules of Section 1291 of the Code discussed above will
        apply to certain dispositions of, and distributions on, the Common Shares.
 
 A
        U.S.
        Holder that makes a Mark-to-Market Election will include in ordinary income,
        for
        each taxable year in which the Company is a PFIC, an amount equal to the
        excess,
        if any, of (a) the fair market value of the Common Shares as of the close
        of such taxable year over (b) such U.S. Holder’s tax basis in such Common
        Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed
        a
        deduction in an amount equal to the lesser of (a) the excess, if any, of
        (i) such U.S. Holder’s adjusted tax basis in the Common Shares over
        (ii) the fair market value of such Common Shares as of the close of such
        taxable year or (b) the excess, if any, of (i) the amount included in
        ordinary income because of such Mark-to-Market Election for prior taxable
        years
        over (ii) the amount allowed as a deduction because of such Mark-to-Market
        Election for prior taxable years.
 
 A
        U.S.
        Holder that makes a Mark-to-Market Election generally also will adjust such
        U.S.
        Holder’s tax basis in the Common Shares to reflect the amount included in gross
        income or allowed as a deduction because of such Mark-to-Market Election.
        In
        addition, upon a sale or other taxable disposition of Common Shares, a U.S.
        Holder that makes a Mark-to-Market Election will recognize ordinary income
        or
        loss (not to exceed the excess, if any, of (a) the amount included in
        ordinary income because of such Mark-to-Market Election for prior taxable
        years
        over (b) the amount allowed as a deduction because of such Mark-to-Market
        Election for prior taxable years).
 
 A
        Mark-to-Market Election applies to the taxable year in which such Mark-to-Market
        Election is made and to each subsequent taxable year, unless the Common Shares
        cease to be “marketable stock” or the IRS consents to revocation of such
        election. Each U.S. Holder should consult its own financial advisor, legal
        counsel, or accountant regarding the availability of, and procedure for making,
        a Mark-to-Market Election.
  43
  ***Other
        PFIC Rules***
 
 Under
        Section 1291(f) of the Code, the IRS has issued proposed Treasury
        Regulations that, subject to certain exceptions, would cause a U.S. Holder
        that
        had not made a timely QEF Election to recognize gain (but not loss) upon
        certain
        transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts
        and
        exchanges pursuant to corporate reorganizations). However, the specific U.S.
        federal income tax consequences to a U.S. Holder may vary based on the manner
        in
        which Common Shares are transferred.
 
 Certain
        additional adverse rules will apply with respect to a U.S. Holder if the
        Company
        is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For
        example under Section 1298(b)(6) of the Code, a U.S. Holder that uses
        Common Shares as security for a loan will, except as may be provided in Treasury
        Regulations, be treated as having made a taxable disposition of such Common
        Shares.
 
 The
        PFIC
        rules are complex, and each U.S. Holder should consult its own financial
        advisor, legal counsel, or accountant regarding the PFIC rules and how the
        PFIC
        rules may affect the U.S. federal income tax consequences of the acquisition,
        ownership, and disposition of Common Shares.
 
 **F.**
              **Dividends
                  and Paying Agents**
 
 This
        Form
        20F is being filed as an Annual Report under the Exchange Act and, as such,
        there is no requirement to provide any information under this
        section.
 
 **G.**
              **Statement
                  by Experts**
 
 This
        Form
        20F is being filed as an Annual Report under the Exchange Act and, as such,
        there is no requirement to provide any information under this
        section.
 
 **H.**
              **Documents
                  on Display**
 
 Documents
        referred to in this Annual Report may be inspected at the head office of
        the
        Company at Suite 510 - 510 Burrard Street, Vancouver, B.C. Canada V6C 3A8
        or the
        Company's registered office at 1600 - 925 West Georgia Street, Vancouver,
        British Columbia, Canada V6C 3L2 during normal business hours.
 
 The
        Company is subject to the information requirements of the Securities Exchange
        Act of 1934, as amended (the “Exchange Act”) and, to the extent required of
        Canadian companies, will file periodic reports and other information with
        the
        Commission. All such reports and information may be ready and copied at the
        public reference facilities listed below. The Company intends to give its
        shareholders annual reports containing audited financial statements and a
        report
        thereon from its independent chartered accountants and quarterly reports
        for the
        first three quarters of each year containing unaudited interim financial
        information.
 
 The
        Company’s SEC filing, and the exhibits thereto, are available for inspection and
        copying at the public reference facilities maintained by the Commission in
        Judiciary Plaza, 100 F Street, NE, Room 1580, Washington, DC 20549. Copies
        of
        these filings may be obtained from these offices after the payment of prescribed
        fees. Please call the Commission at (202) 551-8090 for further information
        on
        the public reference rooms.
 
 The
        Company will also provide its shareholders with proxy statements prepared
        according to Canadian law. As a Canadian company, the Company is exempt from
        the
        Exchange Act rules about prescribing the furnishing and content of proxy
        statements to share holders and is also exempt from the short-swing profit
        recovery and disclosure regime of section 16 of the Exchange
        Act.
  44
  **ITEM
        11.**  **QUANTITATIVE
        AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK**
 
 The
        Company anticipates its primary market risk, if any, to be related to
        fluctuations in exchange rates. Exchange rate risk may arise if the Company
        is
        required to use different currencies for various aspects of its operations.
        The
        Company uses the Canadian dollar as its reporting currency and is therefore
        exposed to foreign exchange movements in Chile and the United States where
        the
        Company is conducting exploration activities.
 
 The
        Company has not entered into any material foreign exchange contracts to minimize
        or mitigate the effects of foreign exchange fluctuations on the Company’s
        operations. The Company exchanges Canadian dollars to fund its foreign
        operations. Based on prior years, the Company does not believe that it is
        subject to material foreign exchange fluctuations. However, no assurance
        can be
        given that this will not occur in the future.
 
 
 **ITEM
                  12.**
              **DESCRIPTION
                  OF SECURITIES OTHER THAN EQUITY
                  SECURITIES**
 
 This
        Form
        20F is being filed as an Annual Report under the Exchange Act and, as such,
        there is no requirement to provide any information under this
        section.
 
 
 **PART
        II**
 
 
 **ITEM
                  13.**
              **DEFAULTS,
                  DIVIDEND ARREARAGES AND
                  DELINQUENCIES**
 
 Not
        applicable.
 
 **ITEM
                  14.**
              **MATERIAL
                  MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
                  PROCEEDS**
 
 The
        Company has a Shareholder Rights Plan (the “Rights Plan”), which was confirmed
        by the shareholders at the Annual and Extraordinary General Meeting held
        on June
        8, 2001 and at the Annual and Extraordinary General Meeting held on April
        14,
        2005.
 
 The
        following is a summary of the terms of the Shareholder Rights Plan.
 
 ***General***
 
 The
        rights have been issued pursuant to a shareholder rights plan agreement dated
        February 12, 2001 between the Company and Pacific Corporate Trust Company
        as the
        rights agent. Each right will entitle the holder to purchase from the Company
        one Common Share at the exercise price of $30 per share, subject to adjustments,
        at any time after the separation time (defined below). However, if a flip-in
        event (defined below) occurs, each right will entitle the holder to receive,
        upon payment of the exercise price, Common Shares having a market value equal
        to
        two times the exercise price. The rights are non-exercisable until the
        separation time.
 
 ***Trading
        of Rights***
 
 Until
        the
        separation time, the rights will be evidenced by the outstanding certificates
        for Common Shares and the rights will be transferred with, and only with,
        the
        Common Shares. As soon as practicable following the separation time, separate
        certificates evidencing the rights will be mailed to holders of record of
        Common
        Shares as of the close of business at the separation time and the separate
        rights certificates will thereafter evidence the rights.
 
 ***Separation
        Time and Acquiring Person***
 
 The
        rights will separate and trade apart from the Common Shares and become
        exercisable at the separation time. "Separation time" generally means the
        close
        of business on the tenth trading day following the commencement or announcement
        of the intent of any person to commence a take-over bid, other than a permitted
        bid or a competing
  45
  bid,
        but
        under certain circumstances can mean the eighth trading day after a person
        becomes an "acquiring person" by acquiring 20% or more of the voting shares
        of
        any class.
 
 ***Flip-in
        Event***
 
 A
        "flip-in event" will, in general terms, occur when a person becomes an acquiring
        person. Upon the occurrence of a flip-in event, each right will entitle the
        holder to acquire, on payment of the exercise price, that number of Common
        Shares having a market value equal to two times the exercise price. However,
        any
        rights beneficially owned by an acquiring person or by any direct or indirect
        transferees of such person, will be void. The term "beneficial ownership"
        is
        defined to include, under certain circumstances, shares owned indirectly
        through
        affiliates, associates, trusts and partnerships, other situations of ownership
        deemed by operation of law, shares subject to acquisition or voting agreements
        and shares owned by persons acting jointly or in concert. There are several
        exceptions, including exceptions directed towards investment managers, trust
        companies, and independent managers of pension plans who are not participating
        in a take-over bid.
 
 ***Permitted
        Bids***
 
 Permitted
        bids are exempted from the operation of the Shareholder Rights Plan. In summary,
        a permitted bid is a take-over bid made by way of take-over bid circular
        which
        complies with the following provisions:
 
 (a)  It
        is
        made to all holders of voting shares of the Company of a particular class
        and
        for all those voting shares.
 (b)  No
        voting
        shares can be taken up and paid for before the close of business on a date
        not
        less than 60 days following the date of the take-over bid and unless more
        than
        50% of voting shares held by shareholders independent of the offeror are
        tendered and not withdrawn.
 (c)  Voting
        shares may be tendered at any time during such 60-day period and may be
        withdrawn until taken up and paid for.
 (d)  If
        the
        condition described in (b) above is met, there will be a public announcement
        and
        the take-over bid will be open for a further period of 10 business
        days.
 
 The
        Shareholder Rights Plan contains provisions designed to ensure that, if
        considered appropriate, the time for tendering to two or more competing
        permitted bids will occur on the same date.
 
 ***Exchange
        Option***
 
 Under
        certain circumstances, the board of directors of the Company can, on exercise
        of
        a right and payment of the exercise price, issue other securities or assets
        of
        the Company in lieu of Common Shares. The board of directors of the Company
        can
        also determine to issue in exchange for the rights, but without payment of
        the
        exercise price, Common Shares having a value equal to the exercise price
        or
        other securities or assets of the Company having the same value.
 
 ***Adjustments***
 
 The
        exercise price, the number and kind of shares subject to purchase upon exercise
        of each right and the number of rights outstanding are subject to adjustment
        from time to time to prevent dilution in the event that the Company takes
        certain actions involving the Company's share capital which would otherwise
        have
        a dilutive effect.
 
 ***Redemption***
 
 At
        any
        time before the occurrence of a flip-in event, the board of directors may
        elect
        to redeem the rights in whole at a redemption price of $0.00001 per
        right.
 
 ***Waiver***
 
 The
        board
        of directors may waive the application of the Shareholder Rights Plan to
        any
        flip-in event if it determines that a person became an acquiring person by
        inadvertence, conditional upon such person having, within 10 days after the
        determination by the board of directors, reduced its beneficial ownership
        of
        shares such that it is no longer an acquiring person. The board of directors
        may
        also, until a flip-in event has occurred, waive the application of the
  46
  Shareholder
        Rights Plan to any particular flip-in event, but in that event, the board
        of
        directors must waive the application of the Shareholder Rights Plan to any
        other
        flip-in event occurring within 75 days after the initial waiver.
 
 ***Amendments***
 
 The
        board
        of directors may amend the Shareholder Rights Plan to correct clerical or
        typographical errors, to maintain the validity of the plan as a result of
        any
        changes in any applicable legislation or to increase or decrease the exercise
        price. Any amendments required to maintain the validity of the Shareholder
        Rights Plan must be submitted to the shareholders of the Company or, after
        the
        separation time, to the holders of the rights for confirmation.
 
 Other
        amendments can only be made with the approval of the shareholders of the
        Company
        or, after the separation time, the holders of the rights. Any supplements
        or
        amendments to the Shareholder Rights Plan require the prior written consent
        of
        The Toronto Stock Exchange.
 
 ***Term***
 
 The
        Shareholder Rights Plan has a term of 10 years. However, if it is not
        subsequently confirmed at the shareholders’ meetings on the fourth and seventh
        anniversaries of such confirmation, it will terminate at the end of each
        such
        shareholders’ meeting.
 
 
 **ITEM
                  15.**
              **CONTROLS
                  AND PROCEDURES**
 
 Evaluation
        of disclosure controls and procedures .
        The
        Company’s principal executive officer and its principal financial officer, after
        evaluating the effectiveness of the Company’s disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) on December 31,
        2006,
        concluded that, as of such date, the Company’s disclosure controls and
        procedures were adequate and effective.
 
 Changes
        in internal control over financial reporting .
        There
        were no changes in internal control over financial reporting that occurred
        during our fiscal year ended December 31, 2006 that have materially affected,
        or
        are reasonably likely to materially affect, our internal control over financial
        reporting.
 
 
 **ITEM
                  16.**
              **AUDIT
                  COMMITTEE FINANCIAL EXPERT****AND CODE OF ETHICS**
 
 **A.**
              **Audit
                  Committee Financial Expert**
 
 The
        Company’s Board of Directors has determined that it has at least one audit
        committee financial expert (as such term is defined in the rules and regulations
        of the U.S. Securities Commission (the “SEC”)) serving on its Audit Committee.
        Mr. Wilson Barbour has been determined to be such audit committee financial
        expert and is independent. The SEC has indicated that the designation of
        an
        audit committee financial expert does not make Mr. Barbour an “expert” for any
        purpose, impose on him any duties, obligations or liability that are greater
        than the duties, obligations or liability imposed on him as a member of the
        Audit Committee and the Board of Directors in absence of such designation,
        or
        affect the duties, obligations or liability of any other member of the Audit
        Committee or Board of Directors.
 
 **B.**
              **Code
                  of Ethics**
 
 The
        Company has adopted the following code of ethics that applies to all the
        Company’s Officers, including the Chief Executive Officer and the Chief
        Financial Officer:
 
 It
        is the
        policy of the Company that all officers, including the Chief Executive Officer
        and the Chief Financial Officer, adhere to and advocate the following principles
        governing their professional and ethical conduct in the fulfillment of their
        responsibilities:
 
 1.
              Act
                  with honesty and integrity, avoiding actual or apparent conflicts
                  between
                  his or her personal, private interest and the interest of the Company,
                  including receiving improper personal benefits as a result of his
                  or
  47
  her
        position.
 
 2.
              Provide
                  stakeholders with information that is accurate, complete, objective,
                  relevant, timely and
                  understandable.
 
 3.
              Comply
                  with laws of federal, provincial and local governments applicable
                  to the
                  Company, and the rules and regulations of private and public regulatory
                  agencies having jurisdiction over the
                  Company.
 
 4.
            Act
                in good faith, responsibly, with due care, and diligence, without
                misrepresenting or omitting material facts or allowing independent
                judgment to be compromised. 
 5.
              Respect
                  the confidentiality of information acquired in the course of the
                  performance of his or her responsibilities except when authorized
                  or
                  otherwise legally obligated to disclose. Do not use confidential
                  information, acquired in the course of the performance of his or
                  her
                  responsibilities, for personal advantage. Do not compete directly
                  or
                  indirectly with the Company.
 
 6.
              Proactively
                  promote ethical behavior among subordinates and
                  peers.
 
 7.
              Use
                  corporate assets and resources employed or entrusted in a responsible
                  manner.
 
 8.
            Advance
                the Company’s legitimate interest and proactively promote high integrity
                as a responsible member of his or her business team and/or in his
                or her
                work environment. 
 **C.**
            **Principal
                Accountant Fees and Services** 
 Fees
 
 For
        the
        years ended December 31, 2005 and 2004, fees payable to the Company’s external
        auditors, De Visser Gray, Chartered Accountants, of Vancouver British Columbia,
        for audit services and for non-audit services were estimated and accrued
        as
        follows. During the years ended December 31 2005 and 2004, De Visser Gray
        was
        the Company’s only external auditor.
 
 December
                  31, 2006
                $
              December
                  31, 2005
                $Audit
                  and related fees
                Tax
                  fees
              30,000(1)
                2,000
              25,000
                1,750
 ****  (1)
        Audit
        fees estimated and accrued for 2006
  Audit
        Committee’s Pre-Approval Polices and Procedures
 
 The
        Company’s Audit Committee Charter incorporates the Company’s pre-approval
        policies and procedures. All of the services rendered. All services rendered
        by
        De Visser Gray during 2006 were approved by the Audit Committee pursuant
        to the
        pre-approval policies and procedures contained in the Audit Committee
        Charter.
 
 **D.**
            **Exemption
                From the Listing Standards for Audit
                Committees** 
 Disclosure
        not required.
 
 **E.**
            **Purchases
                of Equity Securities by the Issuer and Affiliated
                Purchasers** 
 The
        Company did not repurchase any of its shares in the fiscal year ended December
        31, 2006.
  48
  **PART
        III**
 
 
 **ITEM
                  17.**
              **FINANCIAL
                  STATEMENTS**
 
 See
        the
        Financial Statements and Exhibits listed in Item 19 hereof and filed as part
        of
        this annual report.
 
 These
        financial statements were prepared in accordance with Canadian GAAP and are
        expressed in Canadian dollars. There are material differences between United
        States and Canadian GAAP. A reconciliation of the financial statements to
        United
        States GAAP is set forth in Note 13 to the financial statements and in ITEM
        5
        entitled, “Liquidity and Capital Resources”, under “. For a history of exchange
        rates in effect for Canadian dollars as against U.S. dollars, see ITEM 3,
 
 **ITEM
                  18.**
              **FINANCIAL
                  STATEMENTS**
 
 Not
        applicable.
 
 
 **ITEM
                  19.**
              **EXHIBITS**
 
 Financial
        Statements (see Exhibit 15.2, filed as part of this annual report):
 
 (i)  Management’s
        Discussion and Analysis of Financial Condition and Results of
        Operations.
 for
        the
        years ended December 31, 2006, 2005 and 2004.
 
 **(ii)**
            Auditors’
                Report dated March 16, 2007**.** 
 (iii)
            Consolidated
                Balance Sheets as at December 31, 2006, 2005 and
                2004. 
 (iv)
            Consolidated
                Statements
                of Operations and Deficit for the years ended December 31, 2006,
                2005 and
                2004. 
 (v)
            Consolidated
                Statements of Cash Flows for the years ended December 31, 2006, 2005,
                and
                2004. 
 (vi)
            Notes
                to the Consolidated Financial Statements 
 (vii)
            Financial
                Statement Schedules are omitted because they are not applicable,
                not
                required or because the required information is included in the
                consolidated financial statements or notes thereto filed
                herein. 
 
 12.1
            Section
                302 Certifications by the Chief Executive and Chief Financial officers
                required by rule 13a-14(a) or Rule
                15d-14(a). 
 13.1
            906
                Certifications by the Chief Executive and Chief Financial officers
                required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
                Chapter
                63 of Title 18 of the United States code. 
 14.1  Consent
        of Independent Auditors
 
 15.1
            Management
                Information Circular dated March 16,
                2007.  49
  **SIGNATURES**
 
 
 Pursuant
        to the requirements of Section 12 of the Securities Exchange Act of 1934,
        the
        Registrant certifies that it meets all the requirements for filing on Form
        20-F
        and has duly caused this registration statement to be signed on its behalf
        by
        the undersigned, thereunto duly authorised.
 
 
 **ATNA
        RESOURCES LTD.**
 
 /s/ *David
        H. Watkins*
 
 David
        H.
        Watkins
 President
        & Chief Executive Officer
 
 March
        16,
        2007