**U.S.
      SECURITIES & EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      20-F**





**(Mark
      One)**





**o**
            **REGISTRATION
                STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                ACT
                OF 1934****OR****x**
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934****For
                the fiscal year ended December 31, 2007****OR****o**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934****For
                the transition period from _____________ to
                _____________****OR****o**
            **SHELL
                COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE
                ACT OF 1934****Date
                of event requiring this shell company report
                __________________**





Commission
      File Number: 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








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 25, 2008**Common
                Shares without par value
            68,872,588Preferred
                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.


o Yes x
      No




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


o
      Yes x No





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


x Yes
o
      No





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


o
      Large accelerated filer o Accelerated filer x
      Non-accelerated filer





Indicate
      by check mark which financial statement item the registrant has elected to
      follow:


x
      Item 17 o 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):


o
      Yes x No








TABLE
      OF
      CONTENTS




**PART
                    I**
                
                1ITEM 1.
                IDENTITY
                    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
                1ITEM 2.
                OFFER
                    STATISTICS AND EXPECTED TIMETABLE
                1ITEM 3.
                KEY
                    INFORMATION
                1ITEM 4.
                INFORMATION
                    ON THE COMPANY
                7ITEM 5.
                OPERATING
                    AND FINANCIAL REVIEW AND PROSPECTS
                33ITEM 6.
                DIRECTORS,
                    SENIOR MANAGEMENT AND EMPLOYEES
                38ITEM 7.
                MAJOR
                    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
                49ITEM 8.
                FINANCIAL
                    INFORMATION
                50ITEM 9.
                THE
                    OFFERING AND LISTING
                52ITEM 10.
                ADDITIONAL
                    INFORMATION
                53ITEM 11.
                QUANTITATIVE
                    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
                63ITEM 12.
                DESCRIPTION
                    OF SECURITIES OTHER THAN EQUITY SECURITIES
                63PART
                    II
                
                63ITEM 13.
                DEFAULTS,
                    DIVIDEND ARREARAGES AND DELINQUENCIES
                63ITEM 14.
                MATERIAL
                    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
                    PROCEEDS
                63ITEM 15.
                CONTROLS
                    AND PROCEDURES
                66ITEM 16.
                AUDIT
                    COMMITTEE FINANCIAL EXPERT AND CODE OF ETHICS
                67PART
                    III
                
                68ITEM 17.
                FINANCIAL
                    STATEMENTS
                68ITEM 18.
                FINANCIAL
                    STATEMENTS
                69ITEM 19.
                EXHIBITS
                69


i


**CAUTIONARY
      INFORMATION ABOUT FORWARD-LOOKING STATEMENTS**




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




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




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




·
            any
                statements of the plans, strategies and objectives of management
                for
                future operations, including the execution of integration plans and
                the
                anticipated timing of filings and approvals relating to the merger
                of Atna
                Resources Ltd. (“Atna” or the “Company”) and Canyon Resources Corporation
                (“Canyon”);




·
            any
                statements regarding future economic conditions or
                performance;




·
            any
                statements of belief; and




·
            any
                assumptions regarding the
                foregoing.




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




·
            the
                challenges of integration associated with the merger of Atna Resources
                Ltd. and Canyon Resources Corporation completed on March 18, 2008,
                and the
                challenges of achieving anticipated
                synergies;




·
            changes
                in gold and other metals prices;




·
            risks
                related to the ability to finance the development of mineral
                properties;




·
            risks
                related to the ability to commence production and generate material
                revenues or obtain adequate financing for its planned exploration
                and
                development activities;




·
            the
                risk that permits and governmental approvals necessary to develop
                and
                operate mines on properties will not be available on a timely basis
                or at
                all;




·
            uncertainty
                of capital costs, operating costs, production and economic
                returns;




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




·
            risks
                related to governmental regulation, including environmental
                regulation;




·
            risks
                related to reclamation activities on the Canyon
                properties;




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




·
            other
                risks that are described in the section entitled “*Risk
                Factors*,”
                presented in Item 3. D. of this
                document.




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.


ii


**GLOSSARY
      OF SELECTED MINING TERMS**





**Asset
      Exchange Agreement:** On
      December 29, 2006, Canyon entered into an Asset Exchange Agreement with several
      subsidiaries of Newmont Mining Corp. (“Newmont”) to acquire the 3% NSR royalty
      held by Newmont on Canyon’s CR Briggs Mine in Inyo County, California. In
      addition, Canyon has entered into an Agreement with Newmont to acquire an option
      on the Adelaide Gold Project in Humboldt County, Nevada and the Tuscarora Gold
      Project in Elko County, Nevada. In exchange, Newmont received from Canyon
      certain mineral rights, surface leases, and facilities near Lincoln, Montana
      with associated intellectual property and Newmont will assume all associated
      reclamation liability. Canyon retained a 3% NSR royalty on mineral rights
      provided by Canyon in this transaction in and around the former McDonald Gold
      and Keep Cool gold projects. This royalty may be reduced if the net of Newmont’s
      royalty and that of underlying landlords exceeds 5%.





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





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





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





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





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





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





**Ounces
      per Ton (“opt”):** Used to
      describe the grade of ore, reserve or resource. It represents the portion of
      an
      ounce estimated to be contained in a ton of rock.





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





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





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





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





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





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





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





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


iii





**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 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 by the U.S. Securities and Exchange
      Commission (the “SEC”) and applicable to U.S. companies filing reports with the
      SEC pursuant to SEC Industry Guide 7. It is the view of the SEC’s staff that:




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


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


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





**Cautionary
      Note to U.S. Investors - The United States Securities and Exchange Commission
      permits U.S. mining companies, in their filings with the SEC, to disclose only
      those mineral deposits that a company can economically and legally extract
      or
      produce. We use certain terms in this report such as “measured,” “indicated,”
and “inferred” “resources” that the SEC guidelines strictly prohibit U.S.
      registered companies from including in their filings with the
      SEC.**


iv





**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**
              **12/31/07**
            
            **Year ended**
              **12/31/06**
            
            **Year ended**
              **12/31/05**
            
            **Year ended**
              **12/31/04**
            
            **Year ended**
              **12/31/03**Interest
                income
            
            $
            511,237
            
            $
            543,053
            
            $
            384,406
            
            $
            115,315
            
            $
            65,167Other
                income
            
            
            Nil
            
            
            Nil
            
            $
            2,000
            
            $
            4,000
            
            $
            4,000Operating
                revenue
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            NilNet
                Loss
            
            $
            5,277,423
            
            $
            727,509
            
            $
            1,203,836
            
            $
            4,522,611
            
            $
            1,764,935Net
                Loss per common share
            
            $
            0.08
            
            $
            0.01
            
            $
            0.03
            
            $
            0.14
            
            $
            0.08Total
                Assets
            
            $
            29,496,515
            
            $
            33,832,542
            
            $
            33,746,201
            
            $
            14,258,164
            
            $
            13,547,416Long-term
                Debt
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            NilNet
                Assets
            
            $
            28,421,0464
            
            $
            33,050,634
            
            $
            32,019,896
            
            $
            13,286,976
            
            $
            13,482,199Capital
                Stock
            
            $
            61,217,349
            
            $
            60,839,308
            
            $
            51,286,111
            
            $
            40,795,561
            
            $
            36,524,790Cash
                dividends per common share
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            NilNumber
                of shares
            
            
            64,722,588
            
            
            64,176,838
            
            
            55,429,067
            
            
            38,950,872
            
            
            30,194,667





(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 25, 2008, the noon rate as quoted by Bank of Canada was Cdn$1.0173 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
                2008
            
            
            1.0161
            
            
            0.9788January
                2008
            
            
            1.0323
            
            
            0.9820December
                2007
            
            
            1.0193
            
            
            0.9807November
                2007
            
            
            0.9952
            
            
            0.9145October
                2007
            
            
            0.9988
            
            
            0.9547September
                2007
            
            
            1.0563
            
            
            0.9929





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





Year
            
            Average2003
            
            
            1.40152004
            
            
            1.30152005
            
            
            1.21162006
            
            
            1.13642007
            
            
            1.0744





**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:




**Risk
      Factors Relating to the Merger** ****




***Although
      Atna and Canyon Resources Corporation (“Canyon”) expect that the merger will
      result in benefits to the combined company, the combined company may not realize
      those benefits because of various challenges.***




While
      Atna and Canyon believe that the merger will:




·
            aid
                in the expansion and diversification of the combined companies’ portfolio
                of properties;




·
            increase
                the competitive strengths of the combined companies;
                and




·
            increase
                the ability to raise capital on more favorable
                terms;




we
      cannot
      assure you that any or all of these results will be achieved. Moreover, Atna’s
      ability to realize the anticipated benefits of the merger will depend, in part,
      upon the following:




2




·
            the
                ability of Atna to successfully integrate Canyon’s business, employees and
                processes with those of Atna;




·
            how
                efficiently the combined company’s officers can manage its
                operations;




·
            the
                amount of charges associated with the purchase accounting for the
                merger;




·
            potential
                loss of key employees;




·
              the reduction in available U.S. net operating
                loss carry
                forwards due to Internal Revenue Service Section 382 limitations
                resulting
                from a change in control;


·
            the
                diversion of management’s attention from ongoing business concerns;
                and




·
            coordinating
                geographically separate
                organizations.




Some
      of
      these factors are also outside the control of either company. One or more of
      these factors could result in increased operating costs, lower revenues, lower
      earnings or losses or negative cash flows, any of which could reduce the price
      of Atna’s stock, harming your investment.




**Risk
      Factors Relating to the Company**




***U.S.
      Investors may have difficulty bringing suit and enforcing judgments against
      Atna.***




Atna
      is
      organized under the laws of the Province of British Columbia, Canada, and most
      of our directors and officers are residents of Canada. Consequently, it may
      be
      difficult for United States investors to effect service of process within the
      United States upon us or upon our directors or officers, or to realize in the
      United States upon judgments of United States courts predicated upon civil
      liabilities under the Exchange Act, as amended. Furthermore, it may be difficult
      for investors to enforce judgments of U.S. courts based on civil liability
      provisions of the U.S. federal securities laws in a foreign court against Atna
      or any of our non-U.S. resident officers or directors.




***We
      expect to be a passive foreign investment company, or PFIC, which could result
      in adverse U.S. tax consequences to U.S. investors.***




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




***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 Atna not receiving
      an adequate return on invested capital or the investment not retaining its
      value.




3




***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 Atna’s mineral properties. Development of
      Atna’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 Atna’s mineral exploration and development activities will
      result in any discoveries of bodies of commercial ore. The long-term
      profitability of Atna’s operations will be in part directly related to the cost
      and success of its exploration programs, which may be affected by a number
      of
      factors.




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




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




***Calculation
      of Reserves and Resources and Precious and Base Metal
      Recovery***




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




***Government
      Regulation***




Operations,
      development and exploration on the Company’s properties are affected to varying
      degrees by government regulations relating to matters such as, but not limited
      to, environmental protection, health, safety and labour; mining law reform;
      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 the Company operates. Environmental
      legislation is evolving in a manner which will require stricter standards and
      enforcement, increased fines and penalties for non-compliance, more stringent
      environmental assessments of proposed projects and a heightened degree of
      responsibility for companies and their officers, directors and employees. There
      is no assurance that future changes in environmental 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.




4




***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.




***Ongoing
      Financing***




The
      business of mineral exploration and extraction involves a high degree of risk
      with very few properties that are explored ultimately achieving commercial
      production. As a mining company in the exploration and development stage, the
      future ability of the Company to conduct exploration and development will be
      affected principally by its ability to raise adequate amounts of capital through
      equity financings, debt financings, joint venturing of projects and other means.
      In turn, the Company’s ability to raise such funding depends in part upon the
      market’s perception of its management and properties, but to a great degree upon
      the price of gold and marketability of securities of speculative exploration
      and
      development mining companies. The development of any ore deposits found on
      the
      Company’s exploration properties depends upon the Company’s ability to obtain
      financing through any or all of equity financing, debt financing, the joint
      venturing of projects, or other means. The is no assurance that the Company
      will
      be successful in obtaining the required financing.





***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.




5




***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.




***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 the 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’s 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.




***Litigation***




*Seven-Up
      Pete Venture - McDonald Deposit:* The
      McDonald deposit was discovered and drilled by the Seven-Up Pete Venture
      (“SPV”). This large, low-grade deposit is located in the State of Montana and is
      highly amenable to gold recovery utilizing cyanide recovery technology with
      heap
      leaching. Cyanide recovery technologies for new open pit gold and silver mines
      were made illegal in the State of Montana in 1998 with the passage of the
      anti-cyanide ballot initiative I-137. Canyon, along with other co-plaintiffs,
      filed suit against the State of Montana in state and federal courts in April
      2000 seeking to overturn I-137 or, alternatively, to obtain a “takings” damage
      award for the value of the SPV properties (Seven-Up Pete Venture, et al. v
      The
      State of Montana).




Canyon
      reinstated its federal lawsuit in the U.S. District Court for the District
      of
      Montana, which later dismissed its “takings” claims stating, in part, a lack of
      jurisdiction. Canyon has subsequently filed a notice to appeal to the U.S.
      Court
      of Appeals for the Ninth Circuit. Canyon was heard by the Court of Appeals
      on
      November 7, 2007, and the Court of Appeals has not yet delivered a decision.
      In
      addition, Canyon has filed a breach of contract complaint against the State
      of
      Montana related to the termination of the McDonald Gold Project’s state mineral
      leases.




*CR
      Kendall - Water Rights Lawsuit:* In
      October 2001, a Plaintiff group including members of the Shammel, Ruckman,
      and
      Harrell families filed suit in the State of Montana District Court against
      us
      and our wholly-owned subsidiary, CR Kendall Corporation. The Complaint alleges
      violation of water rights, property damage, trespass and negligence in
      connection with the operation of the Kendall Mine and seeks unspecified damages
      and punitive damages. In February 2007, we entered into a settlement and release
      agreement with eight of the twelve plaintiffs in this suit. The case with the
      remaining plaintiffs is scheduled for trial on September 22, 2008. As of
      December 31, 2007, Canyon has approximately $0.2 million recorded as a legal
      settlement accrual for our share of the estimated total settlement value of
      the
      suit.


6





In
      August
      2002, a Preliminary Injunction was issued in Montana District Court on behalf
      of
      the Plaintiff group in connection with our auction of certain mineral rights
      and
      fee lands in western Montana. In October 2002, the Court issued a Supplemental
      Order which will sequester up to $0.5 million of any proceeds realized from
      the
      auction until such time as the lawsuit is concluded. As of December 31, 2007,
      Canyon had approximately $0.2 million being held by the Court as required by
      the
      Order.





***Potential
      Litigation***





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




**ITEM
                4.**
            **INFORMATION
                ON THE COMPANY**





**A.**
            **History
                and Development of the
                Company**





Atna
      Resources Ltd. was incorporated for a perpetual duration 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., (“Atna Inc.”), a wholly owned subsidiary,
      to act as its operating arm for mineral interests in the United States. Atna
      Inc. was incorporated for a perpetual duration 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.





The
      Company merged with Canyon on March 18, 2008, at which time Canyon became a
      wholly owned subsidiary of the Company to explore, acquire, develop, and mine
      precious metals, uranium and other mineral properties Canyon was incorporated
      for a perpetual duration by virtue of the General Corporation Laws of the State
      of Delaware in 1979, and its principal office is located at 14142 Denver West
      Parkway, Suite 250, Golden, Colorado, USA, 80401. A holder of a share of Canyon
      common stock will be entitled to receive 0.32 of an Atna common share. All
      outstanding Canyon stock options were cancelled and all outstanding warrants
      and
      convertible debentures of Canyon were assumed by Atna and will be exercisable
      to
      acquire that number of common shares of Atna determined by the share exchange
      ratio. Atna granted stock options to Canyon’s employees, directors and certain
      consultants at the time of closing.





Unless
      the context otherwise requires, the term “Company” in this report means Atna
      Resources Ltd. together with Atna Inc and Canyon.





The
      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. The
      telephone number for the Company is 604-684-2285.





During
      the past three fiscal 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, and the Jarbidge Property located in Elko County,
      Nevada. The Company has spent aggregate, proceeds of $17,881,799 on exploration
      and acquisition over the past three years with $14,376,709 being spent on the
      Pinson property, $2,343,624 being spent on the Jarbidge Property, and the
      balance spent on exploration and maintenance of the Company’s other U.S. and
      Canada projects. This exploration has been financed primarily from equity
      financings, the exercise of warrants and stock options as
      follows:


7





**Financing
                Source**
            
            **2007**
            
            **2006**
            
            **2005**
            
            **Total**Equity
                Financing
            
            
            -
            
            $
            8,730,587
            
            $
            5,128,107
            
            $
            13,858,694Exercise
                of Warrants
            
            
            -
            
            $
            459,795
            
            $
            5,074,192
            
            $
            5,533,987Exercise
                of Stock Options
            
            $
            283,595
            
            $
            286,125
            
            $
            243,225
            
            $
            812,945Total
            
            $
            283,595
            
            $
            9,476,507
            
            $
            10,445,524
            
            $
            20,205,626




During
      2007 and prior to the Canyon merger on March 18, 2008, the Company’s exploration
      focus shifted from the Pinson project to the Jarbidge project as a result of
      Pinson Mining Company’s (“PMC”) April 2006 election to back-in (increase
      ownership through additional investment) on the Pinson project. As a requirement
      of the back-in PMC must spend an additional US$30 million on development of
      the
      project before April 2009 if it is to earn back an additional 40% interest
      in
      the project from the Company, thereby increasing PMC’s interest in the project
      to 70%. Pursuant to the agreement, PMC may have certain rights to take longer
      than April 2009 to complete its back-in to a 70% interest.





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
      company engaged in gold production operations in the western United States
      (“U.S.”) and conducts exploration activities in the search for additional
      valuable mineral properties primarily in the western U.S., Canada and Chile.
      The
      Company’s exploration and development efforts emphasize precious metals (gold
      and silver) and uranium, but base metals and industrial minerals may also be
      considered. The Company conducts a portion of its mineral exploration and
      development through joint ventures with other companies.





As
      a
      consequence of the merger with Canyon, the Company’s primary focus has shifted
      from primarily exploration activities to that of increasing the value of
      wholly-owned core properties: Briggs, Reward, Seven-Up Pete and the uranium
      joint ventures. Total revenues and cash flows have consisted primarily of sales
      of marketable securities and option payments resulting from assets sales or
      property transactions. There have been no revenues or cash flows from gold
      production during the past three years. The Company is not affected by
      seasonality, but raw materials used in the production and processing of gold
      ores have increased significantly during the past three years. In addition,
      there is strong competition for experienced mining staff that has also increased
      the general cost of doing business. Although fuel costs have not in the past
      been a significant cost factor, as we shift to a producing gold company fuel
      cost will become a significant cost factor and fuel costs have been volatile
      and
      generally increasing over the last three years.




The
      Company’s strategy is to utilize its existing property positions to add to
      shareholder value by taking a property portfolio approach. The Company will
      sell
      or trade those properties that are not adding value and seek to develop those
      properties that can be developed economically in a timely manner to create
      the
      cash flow that will support the Company. At the same time, the Company will
      seek
      to create an increasingly valuable pipeline of development properties through
      drilling, and property acquisition or joint ventures to enhance future growth
      prospects.





Canyon
      has completed feasibility studies and has determined that restarting the Briggs
      Mine in today’s gold market is economically viable. As a result, the Company’s
      near-term strategy will focus on the restart of production operations at this
      site. To further the Company’s strategy to develop owned assets into cash flow,
      Canyon announced the successful feasibility study on the Reward Project in
      February 2008.





Gold
      mineralization is found in many countries and in many different geologic
      environments. Country politics, tax structure and geology are important criteria
      in the decision to explore in a particular country. Since many companies are
      engaged in the exploration and development of gold properties and often have
      substantially greater technical and financial resources than we do, we may
      be at
      a disadvantage with respect to some of our competitors in the acquisition and
      development of suitable mining prospects. Mineral properties in an early stage
      of exploration, or not currently being explored, are often relatively
      inexpensive to acquire; therefore, we intend to focus on properties with small
      gold deposits that may be under valued where we may be able to develop a deposit
      of at least 250,000 ounces of gold that many gold companies having far greater
      financial resources consider too small.


8





In
      general, larger and higher grade gold deposits can be produced at a lower cost
      per ounce than smaller and lower grade deposits. Also, deposits that can be
      mined by open-pit methods often can be exploited more profitably than those
      which must be mined by underground methods. There are numerous large gold mining
      operations throughout the world owned by other companies that are able to
      produce gold for a lower cost than we can. Demand for gold as a safe haven
      against the devaluation of paper currency and other factors in the financial
      marketplace have more of an impact on the price of gold than does the annual
      production of gold due to the relatively large above-ground supplies of gold
      available to the market place. Therefore, our principal objective is to acquire
      suitable mining prospects that could provide a reasonable return on capital
      without regard to global gold production levels.





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





The
      decision to put a mine into production and the commitment of the funds necessary
      for that purpose must be made long before the first revenues from production
      will be received. During the last five years, the average annual market price
      of
      gold has fluctuated between $320 and $989 per ounce. The economics of a mine
      may
      change over time due to gold price fluctuations during the project’s life.
      Although it is possible to protect against price fluctuations by hedging in
      certain circumstances, the volatility of mineral prices represents a substantial
      risk in the mining industry. We may hedge a portion of our production under
      certain operational and market conditions, or if required by a bank related
      to a
      financing.





The
      exploration, development, and production programs we conduct in the U.S. are
      subject to local, state, and federal regulations regarding environmental
      protection. Many of our mining and exploration activities are conducted on
      public lands. The USDA Forest Service extensively regulates mining operations
      conducted in National Forests. Department of Interior regulations cover mining
      operations carried out on most other public lands. All of our operations
      involving the exploration for or the production of minerals are subject to
      existing laws and regulations relating to exploration procedures, safety
      precautions, employee health and safety, air quality standards, pollution of
      water sources, waste materials, odor, noise, dust and other environmental
      protection requirements adopted by Federal, state and local governmental
      authorities. We may be required to prepare and present to such authorities
      data
      pertaining to the effect or impact that any proposed exploration for or
      production of minerals may have upon the environment. The requirements imposed
      by any such authorities may be costly, time consuming, and may delay operations.
      Future legislation and regulations designed to protect the environment, as
      well
      as future interpretations of existing laws and regulations, may require
      substantial increases in equipment and operating costs and delays,
      interruptions, or a termination of operations. We cannot accurately predict
      or
      estimate the impact of any such future laws or regulations, or future
      interpretations of existing laws and regulations, on our
      operations.




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





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


9





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





**C.**
            **Organizational
                Structure**





The
      Company owns all or the rights to all of the issued and outstanding shares
      of
      the common stock of Atna Inc., incorporated by virture of the General
      Corporation Laws of the State of Nevada, and Canyon, incorporated by virtue
      of
      the General Corporation Laws of the State of Delaware. The following
      organizational chart reflects the Company’s legal ownership of significant
      active subsidiaries and ownership interests in various gold properties as of
      March 25, 2008. Properties are routinely acquired, sold, subjected to a
      joint-venture, or abandoned in the ordinary course of business.




10





11




1.
                  The
                      wholly-owned Reward Project is currently retained at the Canyon
                      corporate
                      level and is described in this section of this Annual Report
                      under
                      “Property, Plant and Equipment”. Canyon expects to move the Reward Project
                      to CR Nevada in the future. The Dominican Republic royalties
                      are retained
                      at the Canyon corporate level.2.
                  Canyon
                      owns 100% of the joint venture until our partner, New Horizon,
                      reaches its
                      earn-in requirements.3.
                  Atna
                      Inc. owns 70% of the Pinson property in Nevada, 100% of the
                      Clover, Triple
                      Junction/Dixie Fork, and Searchlight properties in Nevada,
                      100% of
                      Cachinal property in Chile and a 9.4% NSR on the Wolverine
                      property in
                      Yukon Territory.





**D.**  **Property,
      Plant and Equipment**





**Cautionary
      Note to U.S. Investors concerning estimates of Measured and Indicated Resources.
      This section uses the terms “measured” and “indicated resources.” The Company
      advises U.S. investors that while those terms are recognized and required by
      Canadian regulations, the 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.** ****





**Cautionary
      Note to U.S. Investors concerning estimates of Inferred Resources. This section
      uses the term “inferred resources.” The Company advises U.S. investors that
      while this term is recognized and required by Canadian regulations, the 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.**





**CALIFORNIA
      PROPERTIES**





***Briggs
      Mine and Satellite Deposits***





The
      Briggs Mine was acquired by Canyon in 1990. It is located on the west side
      of
      the Panamint Range near Death Valley, California. CR Briggs Corporation, a
      wholly-owned subsidiary of Canyon, has mineral rights over approximately 3,300
      acres in the area of the mine. From the city of Ridgecrest, CA, the mine is
      accessed by State Highway 178, which passes through the mining town of Trona
      and
      to the ghost town of Ballarat, a distance of 42 miles. The mine is reached
      from
      Ballarat by means of an improved dirt road which heads south and skirts the
      east
      side of Panamint Valley, a distance of eight miles. It is 16 miles northeast
      of
      Trona and 35 miles northeast of Ridgecrest in Inyo County, California. The
      legal
      description of the project area is Townships 21 through 23, and Range 44 East,
      Mount Diablo Meridian. CR Briggs owns or controls 264 unpatented claims,
      including 18 mill site claims, and 3 patented claims on U.S. Bureau of Land
      Management (“BLM”) administered land. Canyon owns or controls, through leasehold
      interests, 100% of the Briggs Mine. In addition to the Briggs Mine, Canyon
      owns
      four satellite deposits located approximately four miles north of Briggs. Canyon
      refers to these satellite deposits as the Cecil R, Jackson, Mineral Hill and
      Suitcase deposits. Canyon currently holds or leases a total of 22 unpatented
      claims and 3 patented claims associated with these deposits. All of the mining
      claims are located on land prescribed for multiple use management by the BLM.


12










The
      Briggs Mine is an open-pit, heap leach operation that produced 550,000 ounces
      of
      gold from 1996 to 2004. From 1997 into 2004, ore was mined from four open-pits,
      the Goldtooth, Briggs Main, Briggs South Ultimate (“BSU”) and Briggs North, from
      south to north, respectively. In addition, a small amount of underground mining
      was performed out of the Briggs North open-pit. Most of the ore was crushed
      in
      three stages to a minus 1⁄4 inch size and conveyor-stacked on the leach pad. Gold
      is recovered from leach solutions in a carbon adsorption plant and refined
      into
      doré bars on site. Operating permits within the mine-plan-of-operations area
      remain active.





The
      Briggs Mine was constructed in 1996 and through December 31, 2007, has produced
      over 550,000 ounces of gold. Since 1996, a total of 75 million tons of rock
      have
      been mined by open-pit methods, including 52 million tons of waste.
      Approximately 735,000 ounces of gold were placed on the leach pad during this
      period. The Briggs Mine placed the last fresh ore on the pads in April 2004
      due
      primarily to lack of mine development. It is expected that ore on the existing
      heap leach pad will continue to be rinsed through 2008 as part of an operation
      to evaporate remaining process solutions, which may result in minor gold
      production in 2008.


13





Mobile
      equipment remaining at Briggs includes four 100-ton trucks, one 14-cubic-yard
      loader, four dozers, and two graders. These units are generally in operating
      condition and would only require standard component replacement and maintenance
      to be placed into operation. The 600-ton per hour capacity, three-stage crushing
      plant at Briggs is in good condition, but will require new conveyor belting,
      seals and other maintenance including minor structural steel repairs and
      modification to make it operable. The crushing plant, which was last operated
      in
      2002, was never dismantled or removed from its original foundations. The gold
      recovery plant and refinery are currently in operation and require periodic
      standard maintenance and repair. Power for the mine is currently supplied by
      two
      1.1 megawatt diesel generators. These units will require engine and generator
      rebuilds to support full operation, in addition to purchasing one additional
      unit.





During
      2007 the Briggs Mine was held for re-start and no significant reclamation
      activity was performed. Canyon’s plan is to re-start operations if and when
      adequate financing can be obtained. Significant reclamation activities were
      conducted at the Briggs Mine during 2005 and into 2006, including re-contouring,
      capping, and re-vegetation of selected areas. Over 86% of the site has now
      been
      re-contoured and most of the waste dumps have had growth media topsoil placed
      and seeded. Over 60% of the leach pad has been re-contoured while gold leaching
      was underway. Once all process water has been evaporated, the spent pad will
      be
      contoured to final slopes, covered, and seeded. A new leach pad expansion is
      required to re-start mining operations at the Briggs Mine.





The
      Briggs gold deposit is hosted by Precambrian quartz-rich gneiss and amphibolite
      which have been severely deformed by faults of Mesozoic to Tertiary age.
      High-angle faults and shear zones are believed to have acted as conduits that
      channeled gold-bearing hydrothermal fluids upwards into a series of stacked
      low-angle faults. The primary high angle fault system in the Briggs Mine area,
      which is believed to be the primary conduit for gold mineralization, is the
      north-south trending Goldtooth fault.


14










During
      2006, Canyon acquired the Suitcase and Mineral Hill deposits for 30,000 shares
      of restricted common stock. The properties are located east and upslope from
      the
      Cecil R and Jackson deposits. In addition, Canyon will pay $135,000 in
      installments over ten years, plus a 3% NSR royalty that may be reduced to 1%
      for
      $0.5 million per point of reduction.





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





Environmental
      Regulation





The
      Briggs Mine operates under the requirements of the following significant permits
      and agencies: (1) Plan of Operations, BLM; (2) Mining and Reclamation Plan,
      Inyo
      County; (3) Waste Discharge Requirements, Lahontan Regional Water Quality
      Control Board (“Lahontan”); (4) Permits to Operate, Great Basin Unified Air
      Pollution Control District; and (5) a stream bed alteration permit with
      California Fish and Game. In January 2000, the Briggs Mine obtained an amendment
      to its operating permit that allows mining of the Briggs North and Goldtooth
      deposits. The amendment was obtained through an Environmental Assessment
      conducted by the BLM and an equivalent document approved by the Inyo County
      Planning Commission. In December 2000, the Briggs Mine obtained an amendment
      which allows for an increase of the leach pad total height to 190 feet, from
      the
      previous limit of 150 feet.





The
      BLM,
      Inyo County, the California Department of Conservation, and Lahontan have
      jointly required us to maintain reclamation bonds totaling $4.3 million to
      ensure appropriate reclamation of the Briggs Mine and to mitigate any
“foreseeable release” of pollutants to state waters. The principal amounts of
      the bonds are subject to annual review and adjustment, approximately $4.2
      million of the bonds are backed by a surety company and the bonds are partially
      collateralized as follows: (1) $1.1 million held directly by the surety or
      the
      county; (2) a security interest in 28,000 acres of real property mineral
      interests in Montana. As part of the settlement with the surety during 2007,
      Canyon agreed to make additional cash deposits with the surety totaling $1.0
      million no later than December 31, 2010. As of March 20, 2008, approximately
      $0.75 million is left to be funded.


15





On
      April
      10, 2003, the California State Mining Geology Board enacted a Backfill
      Regulation that essentially requires that all future metal mines be backfilled
      with certain exceptions to the original contour of the landscape. In April
      2003,
      the California Legislature passed a bill which stipulates that, if a project
      is
      located within one mile of a Native American sacred site and on limited use
      lands within the CDCA, new open-pit metal mine projects must be backfilled
      during reclamation. The Briggs project is located in the Panamint Range within
      the designated limited use land of the CDCA. Any new open-pit developments
      on
      our properties outside the existing Briggs plan of operations area may be
      required to comply with these regulations, although the Bill recognizes that
      under certain circumstances existing permit areas may be extended to incorporate
      mining locations necessary for the continued operation or expansion of the
      existing operation without the backfilling
      requirement.





**NEVADA
      PROPERTIES**





***Reward
      Project***





Canyon
      controls approximately 1,600 acres in southwestern Nye County about 5.5 miles
      south-southeast of Beatty, NV. Canyon holds 18 unpatented lode claims under
      three mining leases, which expire in 2024 and 2025, which typically carry a
      3%
      NSR royalty. During 2006 Canyon acquired six patent placer claims totaling
      220
      acres for $75,000 and a residual 3% NSR royalty. Canyon owns 116 unpatented
      lode mining claims, 6 unpatented placer claims, 3 millsite claims and 6 patented
      placer claims.


16











**Environmental
      Regulation and Permitting**





The
      Reward deposit occurs on unpatented and patented mining claims on land
      administered by the BLM. As with all mining projects, careful environmental
      study and permitting will be required before a mine can be developed on the
      property. The BLM issued an Environmental Assessment for the Reward Project
      in
      2000, which had been used as the basis for the issuance of required operating
      permits by the Nevada Department of Environmental Protection. The permits were
      voluntarily dropped by the former owner in 2001 and the property was released
      as
      the price of gold dropped below $300 per ounce. The formerly issued permits
      are
      not renewable and new environmental studies including an Environmental
      Assessment and permit applications must be submitted and issued before mining
      can commence on this property.





The
      Company is currently rewriting the Environmental Assessment and has submitted
      a
      number of permit applications to re-permit the Reward project. This process
      is
      well advanced and the permitting process is expected to be completed in 2008.
      There are no assurances that all needed permits will be issued, issued timely,
      or issued without onerous conditions.


17




***Pinson
      Mine Property***




The
      Company entered into an Exploration Agreement (“the Exploration Agreement”),
      effective August 12, 2004, with Pinson Mining Company (“PMC”), a controlled
      subsidiary of Barrick Gold Corporation. Pursuant to the terms of the Exploration
      Agreement, the Company completed obligations to earn a 70% interest in the
      Pinson Mine Property, Humboldt County, Nevada, and provided notice of its
      earn-in to PMC in January 2006.





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 earn back into the property on April 6, 2006. Completion of qualifying
      expenditures by PMC, on or before April 5, 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 may retain
      a
      70% interest in the project and again become operator. Pursuant to the
      Exploration Agreement, PMC may have certain rights to take longer than April
      2009 to complete its back-in to a 70% interest.





The
      property is subject to net smelter return (“NSR”) royalties varying from 3.5% to
      7.5% on various claim groups within the property.




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 an 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.




18




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 weighted average royalty over the 14,018
      acres is approximately 4.4% net smelter return.




The
      resource announced in February 2005 by the Company 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 (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”, the Company has not
      yet broken down the resource into individual property parcels. Ultimately,
      should a mineable reserve be established, the Company 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).




The
      Pinson Mine property is located within the Getchell Gold belt where it
      intersects the north end of the Battle Mountain Eureka trend. The Pinson Mine
      produced over 987,000 ounces of gold from relatively low-grade oxidized ore
      by
      open pit mining methods, prior to 2000. Gold production came from decalcified,
      locally silicified and/or argillized, fine-grained, limy sedimentary rocks
      of
      the Cambrian aged Comus Formation. Mineralization is focused along and adjacent
      to the Getchell Fault zone.




Between
      1997 and 2003, Pinson Mining Company (“PMC”) 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 gold intercepts in several target
      areas.




The
      Company is exploring potential for the underground development of several known
      zones of 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 re-assayed 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.




In
      June
      2007, the Company completed an updated Technical Report on the Pinson Property
      and revised the mineral resource calculations based upon all available data
      from
      its work through June 2006. Pinson has Measured plus Indicated gold resource
      totaling 2,505,000 tons grading 0.454 oz/ton gold containing 1,063,000 ounces
      of
      gold. Additionally, the revised resource calculations for the property include
      an inferred resource of 3,374,500 tons grading 0.34 oz/ton gold containing
      1,146,600 ounces of gold. The resource is summarized at 0.20 oz/ton Au cut-off
      grad in the following table:




**Resources
      Summary (RF, CX, Ogee, CX-West)**




**Tons***
            
            **Grade
                (Au oz/ton gold)**
            
            **Contained
                Au******Measured***
            
            
            1,152,400
            
            
            0.454
            
            
            523,200***Indicated***
            
            
            1,353,500
            
            
            0.399
            
            
            540,600**M
                + I**
            
            
            **2,505,000**
            
            
            **0.424**
            
            
            **1,063,000*****Inferred***
            
            
            3,374,500
            
            
            0.340
            
            
            1,146,600




(Cut-off
      grade = 0.20 z/ton gold)


*
      Columns
      do not add up due to rounding


19





While
      the
      economic viability of all mineral resource estimates, which are not classified
      as mineable 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:




●
            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”).




●
            Access
                to the mineralized zones will be via ramp/decline beginning from
                the
                bottom of the existing CX-pit
                floor.




●
            The
                daily production rate from the combined Range Front and CX zones
                is
                estimated to be 700 tons per day.




●
            Carlin-type,
                refractory gold ore (similar to Getchell, Meikle, Jerritt Canyon,
                Deep
                Star mines), with recoveries estimated to be
                93%.




●
            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 the Company and the third-party operators and assumes that
                100% of
                Pinson ore will require either autoclave or roaster
                processing.




●
            Site
                indirect and administrative costs (General and Administrative costs)
                are
                estimated to be approximately
                $7/ton.




●
              Projected
                  gold price of $500/oz.




In
      August
      2007, PMC began dewatering the Pinson underground to enable underground
      development. A rapid infiltration basin (“RIB”) to handle the water is under
      construction and a second RIB will be installed to handle any overflow needs.
      In
      February 2008, underground development drifting commenced and a total of
      approximately 6,500 feet of development is planned. The underground work will
      establish access to the Ogee zone for test mining and definition drilling and
      drive the current decline an additional 400 feet deeper and establish new drill
      platforms for continued definition drilling in deeper portions of the Range
      Front and Ogee mineralized zones. Three surface core drills and one reverse
      circulation (RC) rotary drill are presently in operation on the property. As
      of
      December 31, 2007, PMC has completed 34,200 feet of drilling in 40 drill holes
      (23,500 feet of reverse circulation rotary and 10,700 feet of core). Assays
      continue to lag behind the drilling progress with nearly 15% of the drilled
      footage awaiting analytical results (4,900 feet of drilling with assays
      pending).





***Tuscarora
      and Adelaide Properties***





On
      February 15, 2008, Canyon entered into an Option Agreement with Golden Predator
      where Golden Predator would assume the obligation of Canyon regarding the option
      with Newmont on the Adelaide and Tuscarora gold exploration properties. Canyon
      received an initial payment of $0.5 million with an opportunity to receive
      addition payments of cash or stock of $1.1 million over the remaining four
      year
      option period, plus retained NSR rights of up to 1.5% but not less than 0.5%
      and
      possible production payments of up to $0.5 million. The royalty burden on the
      Properties is capped at 5.5% when gold price is less than $700 per ounce and
      escalates to 6.5% as the price of gold increases to over $900 per ounce. The
      royalty will apply to all metals and minerals produced and sold from the
      Properties.





In
      addition, when a positive production decision has been made, Canyon may receive
      a production payment equivalent to $2.50 per ounce of gold or gold equivalent
      ounce based on the established reserves or measured and indicated ounces at
      that
      time, but not less than $250,000 for each property.





Adelaide
      and Tuscarora were optioned as part of the Asset Exchange Agreement with
      Newmont. Under this agreement, Golden Predator is now required to spend a total
      of $2.75 million on both projects over the remaining four years to earn their
      interest in the properties.


20





***Mt.
      Edna Prospect***





Canyon
      has staked 36 lode mining claims over part of a possible porphyry related
      grass-roots gold-copper prospect in southeastern Humboldt County, Nevada about
      10 miles southeast of the town of Golconda. The claims cover the southern part
      of the prospect and adjoin Newmont-owned private mineral rights that cover
      the
      northern portion of the target. As part of the Asset Exchange Agreement, Canyon
      was granted a right of first opportunity to acquire the Newmont owned mineral
      rights should they decide to transfer all or part of their interest in this
      property.





The
      prospect is centered on a small granodiorite porphyry intrusive body of
      Cretaceous Age cutting limestone and quartzite of the Paleozoic Havallah and
      Pumpernickel Formations. The sedimentary rocks have been recrystalized and
      display widespread patchy, weak skarn development. Traces of copper oxide
      minerals coating fractures are widely distributed over and around the prospect.
      The intrusive is moderately to intensely quartz-sericite altered and contains
      from one to plus ten percent disseminated pyrite and pyrrhotite and trace to
      one
      percent disseminated chalcopyrite. Abundant copper oxide was reported in the
      upper two hundred feet intervals of six 1980s vintage reverse circulation holes
      originally drilled to test a gold-bearing quartz vein on the edge of the Newmont
      controlled ground.





As
      part
      of this Golden Predator Option Agreement on Adelaide and Tuscarora, Canyon
      entered into a simultaneous Assumption and Assignment Agreement with Golden
      Predator to assume its lease interest in 20 unpatented mineral claims in
      Humboldt County, Nevada. These claims are adjacent to our existing Mt. Edna
      claims and allows for further consolidation of that property.





It
      is
      anticipated that the property will be mapped during the 2008 field
      season.





***Tram
      Prospect***





The
      Tram
      prospect is located at the very western end of Yucca Mountain about 15 miles
      north of Canyon’s Reward Project and 6 miles east of the town of Beatty in
      southern Nye County, Nevada. Canyon staked 22 lode claims to cover an area
      of
      intense advanced argillic alteration, silicification and disseminated limonite
      after pyrite hosted in andesitic to dacitic volcanic rocks of Miocene Age.
      The
      setting is similar to the area surrounding the Bullfrog mine some 8 miles to
      the
      west. Two wide-spaced reconnaissance RC holes drilled on the Tram prospect
      in
      the mid-1980s intersected several 10-foot to 30-foot zones of 0.01 to 0.02
      os/ton gold. The area is thought to be floored by a major north dipping
      detachment-style low-angle fault that served as the primary plumbing control
      for
      gold bearing hydrothermal fluids at Bullfrog. The detachment fault has been
      mapped from Bullfrog to about 4 miles south of Tram where it also hosts gold
      mineralization mined in two small open-pits in the 1980s. Production from these
      pits was about 130,000 ounces of gold.





Geologic
      mapping and reconnaissance rock-chip geochemical mapping programs are
      anticipated for the 2008 field season.




***Jarbidge***




By
      an
      agreement dated December 5, 2003 the Company obtained an option to acquire
      a
      100% interest in the 127 Jarbidge claims located in Elko County, Nevada. On
      assessment of the exploration results obtained on the property over the past
      four years, the Company wrote-down its interest and $2,939,807 in acquisition
      and exploration costs were charged to operations as of December 31, 2007. Three
      properties adjacent to Jarbidge were also written-down and $57,333 in
      acquisition and exploration costs charged to operations as of December 31,
      2007.





In
      March
      2008, the company terminated the principal option agreement on the Jarbidge
      project.





***Triple
      Junction/Dixie Fork***




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.




21




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 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. No work was carried out in 2004 by the
      Company or in 2005, 2006, or 2007 by Sage Resources, the Company’s venture
      partner on the prospect, except permitting. In October 2007 the Company agreed
      to extend the date by which Sage must complete a minimum of 10,000 feet of
      drilling to November 30, 2008. The Company received 350,000 common shares
      of Sage in consideration for the drilling extension.




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.









**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.




22




**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 drilling intercepted 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
      rock
      sampling returned gold assay values of 5.7ppm over a width of 6 meters.
      Anomalous pathfinder element geochemistry (mercury, arsenic, and antimony)
      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.




***Clover***




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 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 earn-in agreement in November, 2006 with Meridian Gold
      Corp., a subsidiary of Yamana Gold
      Inc. (“Yamana Gold”). Yamana has the right to acquire a 51% interest in the
      property by making cumulative cash payments of US$635,000 and cumulative
      exploration expenditures of US$3.3 million over a period of four year. At such
      a
      time as the earn-in requirements have been completed a Yamana (51%)/the Company
      (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.




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).




23









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.




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 low sulfidation epithermal, vein-hosted 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 (0.020-0.070 ppm).




24




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 gold bearing intercepts
      including 9.7 meters grading 25.3 g/t gold, and 3m grading 10.0 g/t gold.
      Additional drilling will be necessary to fully understand the significance
      of
      these mineralized drill hole intercepts. 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. Altered
      and
      mineralized float boulders have also been discovered on the property
      approximately two kilometers north-northwest of the 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.




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 significant gold
      intercepts. No significant gold intercepts were cut in the New Sleeper drilling.
      No exploration work was conducted on the property during 2006.




During
      2007, Yamana Gold carried out geological mapping and geochemical surveying
      on
      the property Yamana received drilling permits in October and commenced a 12,000
      foot reverse circulation drilling program in November. Yamana completed seven
      (7) drill holes totaling 5,320 feet before suspending the program due to winter
      weather conditions. The holes ranged in depth from 600 feet to 915 feet and
      were
      inclined at various angles to cut the structural zones thought to host the
      gold
      and silver mineralization. Yamana is expected to resume drilling in the spring,
      when weather permits.




The
      following table summarizes significant results from the Yamana/Clover drill
      program:





Drill
                hole
            
            From
                (feet)
            
            To
                (feet)
            
            Length
                (feet)*
            
            oz/ton
                Au
            
            oz/ton
                AgCV001
            
            
            810
            
            
            815
            
            
            5
            
            
            0.004
            
            
            1.58and
            
            
            850
            
            
            860
            
            
            10
            
            
            0.002
            
            
            1.52CV004
            
            
            550
            
            
            560
            
            
            10
            
            
            0.031
            
            
            0.08CV005
            
            
            440
            
            
            470
            
            
            30
            
            
            0.031
            
            
            0.05including
            
            
            465
            
            
            470
            
            
            5
            
            
            0.110
            
            
            0.22CV006
            
            
            590
            
            
            660
            
            
            70
            
            
            0.190
            
            
            0.31including
            
            
            590
            
            
            625
            
            
            35
            
            
            0.321
            
            
            0.54including
            
            
            600
            
            
            605
            
            
            5
            
            
            1.581
            
            
            0.81CV007
            
            
            415
            
            
            575
            
            
            160
            
            
            0.012
            
            
            1.43including
            
            
            415
            
            
            485
            
            
            70
            
            
            0.014
            
            
            3.19or
            
            
            415
            
            
            440
            
            
            25
            
            
            0.031
            
            
            7.97





*Intercept
      lengths do not represent true widths of the mineralized zones. Insufficient
      information currently exists in the areas of the mineralized intercepts to
      determine accurately the true widths.




There
      is
      no underground or surface plant or equipment on the Clover property, nor is
      there any known commercial ore body.




***Beowawe***




During
      March and April 2007, the Company completed a 6,000-foot reverse circulation
      rotary drilling program on the property. Results failed to identify favorable
      geology or gold mineralization worthy of continued exploration of the prospect.
      In May 2007, the Company terminated all of its options on the property. The
      Company has no further right, title, interest or obligation in the optioned
      properties.




25




**WYOMING
      PROPERTIES**





***Converse
      and Sand Creek Uranium Joint Ventures***





In
      the
      early 1980s, Canyon conducted an aggressive uranium exploration program in
      the
      western U.S. In late 2005, Canyon made the decision to review its historical
      files and reactivate a prior project located in Wyoming. Canyon acquired mineral
      rights on approximately 3,000 acres by claim staking in three separate locations
      within the program area, located along the southern end of the Powder River
      Basin in Wyoming. Drilling during 1981 and 1982 in the program area by Canyon
      and its prior joint venture partner consisted of 88 drill holes for
      approximately 69,000 feet.


26











Within
      the program area, uranium drill hole intercepts, as defined by down-hole gamma
      logging, identified the potential for multiple uranium roll front deposits.
      Uranium mineralization in the program area is hosted in the Chadron Formation,
      which is composed of sandstones, conglomerates, and red to green siltstones
      and
      claystones. The sandstones are lenticular in nature and average from 5 to 20
      feet in thickness and occasionally range up to 45-feet thick. All of the claims
      are underlain by the uranium host rocks of the Chadron Formation. The Crow
      Butte
      uranium mine is located in Nebraska about 80 miles to the east of our project
      area in Wyoming.


27





Canyon
      entered into the Converse Uranium Joint Venture (“Converse JV”) with New Horizon
      Uranium Corporation (“New Horizon”) in January 2006. During 2006, the joint
      venture analyzed information provided by Canyon, consolidated land positions,
      and established drill targets around the known uranium-bearing roll fronts.
      New
      Horizon trades as NHU.V on the Toronto Venture Exchange. New Horizon has
      committed to spend $1.0 million over three years (to January 23, 2009) to earn
      their initial equity interest of 50% in the Converse JV; New Horizon may choose
      to spend an additional $1.0 million over the following two years to increase
      its
      interest in the Converse JV to 70%. After spending $2.0 million, New Horizon
      may
      also choose to complete a feasibility study in order to increase its interest
      in
      the Converse JV to 75%. As of March 20, 2008, New Horizon has not yet reached
      $1.0 million in spending and therefore has not earned its initial
      50%.





In
      August
      2006, the Converse JV joined with High Plains Uranium (“High Plains”) to form
      the Sand Creek Joint Venture (“Sand Creek JV”). Sand Creek JV is owned 70% by
      the Converse JV and 30% by High Plains. High Plains has been acquired by Energy
      Metals Corporation and functions as a wholly-owned subsidiary of Energy Metals.
      The purpose of these two joint ventures is to combine property positions over
      a
      portion of the total Converse JV area. The area of interest for the Sand Creek
      JV covers an area of approximately 92,000 acres, located east and south of
      Douglas, Wyoming. Canyon will not be required to provide funding until its
      partners have contributed between $2.0 and $2.8 million of expenditures in
      these
      two joint ventures.





In
      November 2006, a drill program began in the western portion of the Sand Creek
      JV
      area and by the end of 2006, 14 holes were completed totaling 10,395 feet,
      which
      clearly demonstrated the presence of “roll front” style uranium mineralization.
      A follow up drill program consisting of approximately 16 drill holes totaling
      11,700 feet was completed in mid-2007 and the favorable results were announced
      in a press release in August 2007. Three of the 16 holes intercepted significant
      grades. The drilling program consisted primarily of wide-spaced, reconnaissance
      style drilling with drill hole spacing of 500 to 1,000 feet. In addition, the
      drill holes have provided considerable additional information regarding rock
      types and the location of a uranium-bearing roll fronts and their apparent
      orientation.  Uranium
      mineralization has been previously identified in sediments of the White River
      Formation that trends through the Sand Creek JV area.


28





**MONTANA
      PROPERTIES**





***Seven-Up
      Pete Deposit***





Canyon’s
      wholly-owned Seven-Up Pete Venture (“SPV”) controls a majority of the Seven-Up
      Pete (“SUP”) gold deposit.





The
      SUP
      property is located seven miles east of Lincoln and 45 miles northwest of
      Helena, in Lewis and Clark County, Montana. Access to the properties is by
      dirt
      roads from a paved highway that crosses the property. The SUP consists of
      approximately 14 patented and 74 unpatented mining claims. The patented claims
      are subject to NSR royalties that range from 2.5% to 6%. Discussions are being
      held with owners of a portion of the mineral interests on the property for
      the
      purpose of consolidating the property.





Between
      1989 and 1993, exploration, bulk sampling, development studies, metallurgical
      testing, and environmental baseline studies were conducted on the SUP property.
      By 1993, the total drilling on the property was 378 holes totalling 159,410
      feet
      of drilling. In addition, some 8,000 feet of surface trenching was completed.
      A
      preliminary feasibility study was completed in January 1993, updating an earlier
      1991 study.





The
      earlier studies utilized cyanide based gold recovery systems. State law
      currently prohibits the development of the SUP deposit as an open-pit mine
      using
      conventional cyanide recovery technology. As a result, we have retained a
      reputable lab to conduct conventional gravity and froth flotation recovery
      analysis on bulk samples from the deposit. Initial results are promising, but
      substantial additional testwork is required to determine if this process route
      is viable. Final viability of a metallurgical process can only be determined
      through feasibility study to determine the economics of the project utilizing
      the new process route. Prior to development of the SUP deposit at any time
      in
      the future, an EIS would need to be prepared and permitting approval would
      have
      to be gained.





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


29










**Environmental
      Regulation**





The
      SUP
      deposit occurs on patented and unpatented mining claims within a U.S. National
      Forest. As with all mining projects, careful environmental study and permitting
      will be required before a mine can be developed on the property. There are
      no
      assurances that all needed permits will be issued, issued timely, or issued
      without onerous conditions.


30


***Other
      Montana Properties***





Canyon
      owns approximately 900,000 acres of mineral rights and fee lands in western
      Montana. The fee mineral rights underlie surface rights owned by other parties.
      The lands and mineral rights are comprised primarily of lands assembled in
      the
      early 1900s by the former Anaconda Company for their timber and mineral
      potential. The lands occur in thirteen counties in the mountainous terrain
      west
      of the Continental Divide, with most of the lands being located within fifty
      miles east and west of Missoula, extending to the Idaho State line, and within
      sixty miles west of Kalispell in north western Montana. The mineral rights
      and
      fee lands contain many known occurrences of mineral commodities including gold,
      silver, copper, barite and phosphate. During 2006, Canyon conducted an extensive
      review of these properties and have determined that a number of promising barite
      deposits exist on or in near proximity to its properties. Canyon is currently
      marketing approximately 860,000 acres of our total mineral rights package,
      which
      includes our barite properties. The remaining mineral rights shall be retained
      due to their highly prospective nature for copper and gold.





***Kendall
      Mine***





The
      Kendall Mining District is located approximately 20 miles north of Lewistown,
      Montana, and is accessible by paved U.S. highway and graded dirt roads. Canyon
      controls approximately 1,052 acres in 70 patented claims and fee land. Canyon
      acquired most of the patented mining claims (approximately 981 acres) in January
      2001. The Kendall Mine was developed as an open-pit, heap-leach gold mine in
      September 1988.





Through
      1995, the Kendall Mine operation leached gold and silver from crushed ore on
      a
      year-round basis. Mining and crushing of all remaining ore was completed in
      January 1995. Leaching of the remaining gold in the heap leach pads continued
      through early 1998. All economic gold has now been recovered, and the mine
      is
      currently in a reclamation and closure mode. The Kendall Mine produced
      approximately 302,000 ounces of gold and approximately 136,000 ounces of silver
      from 1988 through 1998. From 1998 to the present time, Canyon has continued
      with
      closure activities, principally relating to collection, treatment and disposal
      of water contained in the process system and mine area, and re-vegetation of
      waste rock dump surfaces.





Environmental
      Regulation & Reclamation





The
      Kendall Mine operated under permits issued by the DEQ and other regulatory
      agencies. A life of mine permit was granted by the DEQ on November 1, 1989.
      Canyon is negotiating details of final mine closure with the DEQ. The DEQ has
      approved the portions of the closure plan related to re-contouring,
      re-vegetation, drainage and heap dewatering, but discussions of long-term water
      handling and heap closure methods continue.





The
      Kendall Mine permit area covers approximately 1,040 acres of which approximately
      455 acres are disturbed. As of December 31, 2007, a total of 320 acres or 70%
      of
      the disturbed area has been reclaimed. Contouring of all disturbed areas was
      substantially completed by end of 2006. Final reclamation will require
      redistribution of topsoil, reseeding of some disturbed areas, final capping
      of
      the contoured heap leach pads and implementation of a long term water management
      system. Canyon has approximately $2.4 million on deposit in an interest bearing
      account with the DEQ for reclamation at the Kendall Mine.





In
      February 2002, the DEQ issued a decision that a comprehensive EIS is needed
      for
      completion of reclamation at Kendall. In 2006, Canyon received approvals to
      allow us to commence leach pad capping operations. A basal layer was placed
      on
      our largest leach pad. Canyon’s estimate to achieve mine closure could be
      impacted by the outcome of an agency decision following an EIS.





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


31




***Marg
      Property, Yukon Territory***




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 of cash and shares are scheduled to be paid
      to
      the Company on or before December 12 th annually
      until the total amount of cash payments and shares have been received by the
      Company. 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 favourable.





**ROYALTY
      PORTFOLIO**





***Montana
      - McDonald***





As
      part
      of the Asset Exchange Agreement with Newmont, a total of 2,870 acres of the
      Company’s fee mineral rights near Lincoln, Montana, were transferred to Newmont.
      As a component of this transaction, Newmont entered into a Royalty Deed, whereby
      the Company reserved up to a 3% NSR royalty on production of minerals from
      the
      properties. A portion of the fee mineral rights transferred cover portions
      of
      the McDonald and Keep Cool epithermal gold deposits. The former McDonald Project
      was subject to local opposition. As a result, Canyon is uncertain if any value
      can be derived from our ownership of this royalty.




***Yukon
      Territory - Wolverine Properties***




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) 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 Company’s royalty is 4%
      at a price of US$5.00 per ounce of silver, increasing to 9.45% 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.




***Dominican
      Republic***





On
      October 26, 1998, Energold Mining Limited (Energold) of Vancouver, Canada,
      entered into an agreement to acquire all of the outstanding shares of Minera
      Hispanola, S.A., a joint venture company 60% owned by Battle Mountain and 40%
      by
      Canyon. As part of this sale, Energold entered into separate Royalty Agreements
      with both Canyon and Battle Mountain covering the 38 gold and copper exploration
      properties on the seven property groupings then contained in Minera Hispanola.
      Energold has retained a total of 12 of these properties on five property groups
      and has entered into subsequent joint venture or options agreement on three
      of
      these properties. The Royalty Agreement entered into between Canyon and Energold
      includes the payment of production payments on commencement of production and
      the first anniversary thereof on two property groups, capped at an aggregate
      of
      $0.2 million. In addition, Canyon retained a 0.4% NSR royalty on all property
      groups, attached to Energold’s equity interest in those groups, with varying
      caps for each group and a maximum aggregate cap of $2.0 million in payments.
      Active exploration programs are currently being conducted on several of these
      properties.


32





***Argentina
      - Mina Cancha***





In
      July
      1997, CR International Corporation (CRIC), a Canyon wholly-owned subsidiary,
      entered into a Purchase and Sales Agreement with Minera El Desquite S.A.
      (Minera) for its Mina Cancha property located in Argentina. In 2002, CRIC
      received approximately $1.5 million in negotiated final payments of the initial
      purchase price, with the retention of a 2.5% NSR royalty on any production
      from
      the property. The Mina Cancha property is an epithermal gold exploration
      prospect in highly altered volcanic rocks, and is part of the Esquel property
      controlled by Meridian Gold Inc. Development of this property has been subject
      to local opposition. As a result, we are uncertain if any value can be derived
      from Canyon’s ownership of this royalty.





***Nevada
      - Adelaide and Tuscarora***





As
      discussed above, on February 15, 2008, Canyon entered into an Option Agreement
      with Golden Predator where Golden Predator would assume the obligation of Canyon
      regarding the option with Newmont on the Adelaide and Tuscarora gold exploration
      properties. As part of the agreement, Canyon retained NSR rights of up to 1.5%
      but not less than 0.5%. Canyon’s royalty rights are established when Golden
      Predator earns its rights to these properties by completing required work
      programs and payments on the properties.





**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, 2007, 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.





**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.





The
      price
      of gold is denominated in U.S. dollars, and our current gold production
      operations and significant properties are located primarily in the U.S. We
      own
      foreign mineral rights primarily in the form of royalties which may create
      foreign currency exposure in the future when, and if, these foreign properties
      are placed in production. Currently
      a significant amount of the Company’s cash and investments are held in Canadian
      dollars and will be subject to volatility when converting to U.S. dollars for
      payment of U.S. based expenses. Most of the ongoing expenses of the Company
      will
      be denominated in U.S. dollars.





Members
      of the U.S. Congress have repeatedly introduced bills which would supplant
      or
      alter the provisions of the Mining Law of 1872. If enacted, such legislation
      could change the cost of holding unpatented mining claims and could
      significantly impact our ability to develop mineralized material on unpatented
      mining claims. Such bills have proposed, among other things, to either eliminate
      or greatly limit the right to a mineral patent and to impose a federal royalty
      on production from unpatented mining claims. Although it is impossible to
      predict at this point what any legislated royalties might be, enactment could
      adversely affect the potential for development of such mining claims and the
      economics of existing operating mines on federal unpatented mining claims.
      Passage of such legislation could adversely affect our financial performance.


33





On
      April
      10, 2003, the California State Mining and Geology Board (“CSMGB”) enacted a
      Backfill Regulation that essentially requires that all future metal mines be
      backfilled with certain exceptions to the original contour of the landscape.
      In
      April 2003, the California Legislature passed a bill which stipulates that,
      if a
      project is located within one mile of a Native American sacred site and on
      limited use lands within the California Desert Conservation Area (“CDCA”), new
      open-pit metal mine projects must be backfilled during reclamation. Briggs
      project is located in the Panamint Range within the designated limited use
      land
      of the CDCA. Any new open pit developments on our properties outside the
      existing Briggs plan of operations area may be required to comply with these
      regulations, although the bill recognizes that under certain circumstances
      existing permit areas may be extended to incorporate mining locations necessary
      for the continued operation or expansion of the existing operation without
      the
      backfilling requirement.





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





The
      cost
      of fuel to run machinery and generate electricity is closely correlated to
      the
      price of oil. Over the past two years the price of oil has risen significantly
      and has increased the operating cost of mines dependant on fuel and oil to
      run
      their business. Continued upward price pressures in our operating costs may
      cause us to generate significantly less operating cash flows than expected
      which
      would have an adverse impact to our business.





Comparative
      results of operations are herein provided for the years ended December 31,
      2007,
      2006 and 2005.





*Year
      Ended December 31, 2007 Compared to Year Ended December 31,
      2006*





During
      the year, the Company incurred exploration expenditures of $2,096,155 (2006
      -
      $3,659,090; 2005 - $12,126,554). Costs were attributed to exploration
      expenditures of $81,097 on the Pinson property with cost recoveries of ($47,036)
      and asset retirement obligations of $65,700; exploration and acquisition
      expenditures of $1,464,395 on the Jarbidge property with asset obligations
      of
      $60,000 and write-offs of $2,999,807; exploration and acquisition expenditures
      of $304,831 on the Beowawe property with asset obligations of $7,000 and
      write-offs of ($330,193); exploration and acquisition expenditures of $110,316
      on the Clover property with option payments received of ($80,580); and
      exploration and acquisition expenditures of $135,518 on other properties located
      in the USA, Chile and Canada with cost recoveries of ($365,885), option payment
      received of ($191,155) and write-offs of ($57,333).





During
      the year, the Company incurred an operating loss of $5,277,423 (2006 - $727,509;
      2005 - $1,203,836; 2004) resulting in a basic and diluted loss per share of
      $0.08 (2006 - $0.01; 2005 - $0.03). The operating loss was comprised of general
      and administrative expenses of $2,499,713 (2006 - $2,642,354; 2005 -
      $1,537,754). The increase in general and administrative expenses was primarily
      attributed to the following items: (i) an increase in investor relations costs
      to $352,590 (2006 - $294,959; 2005 - $84,503) as a result of increased investor
      relations activities partially related to the Canyon merger; (ii) an increase
      in
      exploration and business development costs to $453,855 (2006 - $249,904; 2005
      -
      $84,503) as a result of the Company’s ongoing investigation of merger and
      acquisition opportunities; (iii) an increase in office and miscellaneous costs
      to $230,820 (2006 - $140,588; 2005 - $178,123) as a result of increased filing
      fees, management fees and telephone/fax costs which all components of office
      and
      miscellaneous costs; and (iv) an increase in insurance costs to $84,737 (2006
      -
      $49,741; 2005 - $18,109) as a result of increased costs for directors’ and
      officers’ liability insurance and general liability insurance.





During
      the year, the Company incurred other expenses and income comprised primarily
      of
      the following: (i) an increased loss for foreign exchange, a non-cash item,
      to
      ($125,455) (2006 - ($4,057); 2005 - $39,395) as a result of the fluctuation
      in
      the U.S. dollar exchange rate; (ii) an
      increase in gain on resource properties to $134,950 (2006 - Nil; 2005 - Nil)
      as
      a result of the sale of the Lone Pine property; an increase in the write-off
      of
      accounts receivable to ($187,778) (2006 - Nil; 2005 - Nil) resulting from the
      Beowawe property; and (iv) an increase on the write-down of resource properties
      to ($3,387,333) (2006 - ($122,357); 2005 - ($135,809)) as a result of the
      write-off of the Beowawe and Jarbidge properties.


34




During
      the year, investment
      and miscellaneous income increased to $511,237 (2006 - $543,053; 2005 -
      $386,406).





*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
      instruments.





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.





**B.**  **Liquidity
      and Capital Resources**





It
      is
      expected that our basic cash requirements over the next 12 months can be funded
      through a combination of existing cash, short-term investments and if necessary
      asset sales. However, should we proceed with our plan to re-start the Briggs
      Mine, additional financing will be required for equipment purchases and repairs,
      waste stripping and other development costs. We do not have the capital
      resources sufficient to re-start and operate the Briggs Mine without additional
      financing. In order to do so, we could seek to obtain funding from multiple
      sources which might include private equity investments, public equity offering,
      debt, or asset sales. We have in the past raised funds from the exercise of
      options and warrants and that may continue to be a source of funds during
      2008.


35





We
      expect
      the old leach solution at Briggs to be evaporated during 2008 and any related
      revenues from gold production will be minimal during 2008. We estimate that
      we
      need approximately $8.0 million to re-start the Briggs Mine open-pit operations
      and approximately $5.0 million for the underground operations which would begin
      to generate operating cash flow after approximately six months from re-start.
      Long-term liquidity should be improved by the re-start of the Briggs Mine and
      successful and profitable gold production. Additionally, we are continually
      evaluating business opportunities such as joint ventures, mergers and/or
      acquisitions with the objective of increasing share value by creating additional
      cash flow both to sustain us and to provide future sources of funds for growth.
      While we believe we will be able to finance our continuing activities and Briggs
      re-start plans, there are no assurances of success in this regard or in our
      ability to obtain additional financing through the capital markets, joint
      ventures, or other arrangements in the future. If management’s plans are not
      successful, our ability to operate could be adversely impacted.




We
      may
      also require additional funding to move the Reward Project to development.
      The
      source of that funding will most likely be provided by investors in the form
      of
      equity or debt, but we may also include equipment financing and possible asset
      sales or exchanges as additional forms of financing.





The
      Company had a net working capital position of $10,570,757 (2006 - $13,665,357;
      2005 - $14,998,365).





**Financing
                Source**
            
            **2007**
            
            **2006**
            
            **2005**
            
            **Total**Equity
                Financing
            
            
            -
            
            $
            8,730,587
            
            $
            5,128,107
            
            $
            13,858,694Exercise
                of Warrants
            
            
            -
            
            $
            459,795
            
            $
            5,074,192
            
            $
            5,533,987Exercise
                of Stock Options
            
            $
            283,595
            
            $
            286,125
            
            $
            243,225
            
            $
            812,945Total
            
            $
            283,595
            
            $
            9,476,507
            
            $
            10,445,524
            
            $
            20,205,626





At
      December 31, 2007, outstanding stock options represented a total of 2,437,300
      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 securities
      will
      be exercised. At December 31, 2007, 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.


36





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, 2007 for the differences if the Company had chosen to account
      for these costs as intangible assets under HB 1581 and HB 3064 whereby
      exploration costs are expensed as incurred.





**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**





The
      Company’s main activity is the exploration of its mineral properties. It has no
      production, sales or inventory in the conventional sense. The Company’s
      financial success will be dependent upon the extent to which it can demonstrate
      mineralization and the economic viability of developing such properties. Such
      development may take years to complete and the amount of resulting income,
      if
      any, is difficult to demonstrate with any certainty. The sales value of any
      mineralized discovery by the Company is largely dependent upon factors beyond
      the Company’s control such as the market value of metals produced.





The
      Company is not aware of any trends, uncertainties, demands, commitments or
      events which are reasonably likely to have a material effect upon the Company’s
      income from continuing operations, profitability, liquidity or capital
      resources, or that would cause reported financial information to not necessarily
      be indicative of future operating results or financial condition.





**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 a shared lease commitment for its office premises which expires
      June
      30, 2010. The Company’s proportionate share of annual rental payments under this
      arrangement is approximately $64,000. Aside from the rental lease commitment,
      the Company
      has no contractual obligations to disclose for the fiscal year ended December
      31, 2007, as t he
      majority of the Company’s expenditures on its properties are of a discretionary
      nature with the majority of expenditures falling under the responsibility of
      joint venture partners.


37





**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 25,
      2008, are as follows:





**Name
                and Position in the Registrant**
            
            **Other
                Principal Directorships**
            
            **Principal
                Business Activities Outside the Company****David
                H. Watkins**
              Chairman,
                Chief Executive Officer and Director
            
            Maudore
                Minerals Ltd.; Golden Goose Resources Inc.; EURO Resources
                S.A.;
              Commander
                Resources Ltd.
            
            None**James
                K.B. Hesketh**
              President,
                Chief Operating Officer and Director
            
            Apogee
                Minerals Ltd.
            
            None**William
                J. Coulter**(1)(2)
              Director
            
            Commander
                Resources Ltd.; Galore Resources Inc.
            
            Independent
                Investor**Glen
                D. Dickson**(1)(2)
              Director
            
            Gold-Ore
                Resources Ltd.; Red Dragon Resources Ltd.
            
            Chairman
                and CEO of Gold-Ore Resources Ltd.**David
                K. Fagin**(1)(2)
              Director
            
            T.
                Rowe Price Funds; Pacific Rim Mining Company; Golden Star Resources
                Ltd.
            
            Consultant**Ronald
                D. Parker**(1)(2)
              Director
            
            None
            
            Chief
                Executive Officer of Cammill Inc.**William
                R. Stanley**
              Vice
                President - Exploration
            
            None
            
            None**David
                P. Suleski**
              Vice-President
                and Chief Financial Officer
            
            None
            
            None**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 Atna.
      There
      are no arrangements or understandings with major shareholders, customers,
      suppliers or others, pursuant to which any person referred to above was selected
      as a director or member of senior management.




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




***David H.
      Watkins*** **** was
      appointed Chairman of the Board and Chief Executive Officer of the Company
      on
      March 18, 2008. Prior to that, Mr. Watkins had held the positions of President,
      Chief Executive Officer and Director of the Company since 2000. Mr. Watkins
      has
      40 years experience in international exploration and development, acquisitions
      and mergers, and mining operations. Prior to joining Atna, Mr. Watkins was
      President of Cyprus Exploration and Development Corporation and Senior Vice
      President, Exploration for Cyprus Amax Minerals Company, where he was involved
      in a number of discoveries, acquisitions, and operations world
      wide.




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. He was appointed Vice President,
      Exploration in 1986 and became 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.




38




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.




***James
      K.B. Hesketh*** **** was
      apppointed President and Chief Operating Officer of the Company on March 18,
      2008. Prior to that Mr. Hesketh had held the positions of **** President,
      Chief Executive Officer and Director of Canyon since August 2, 2005. Mr.
      Hesketh has had a 30 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.





***William J.
      Coulter*** **** has
      been
      a Director of the Company since 1984. Mr. Coulter is an independent investor
      with more than 40 years experience in the mineral resources sector. He has
      served as founding director, manager, and shareholder of numerous junior mining,
      exploration and hydrocarbon companies, and has extensive experience in
      financing, mergers and acquisitions.





***Glen D.
      Dickson*** **** has
      been
      a Director of the Company since 2002. Mr. Dickson obtained his B.Sc. (Advanced)
      degree in Geology in 1974 and has been involved in mineral exploration
      continuously since then with a variety of Canadian major and junior exploration
      companies. 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 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, a junior
      exploration company focusing on early stage precious metal projects in Central
      America.





***David
      K. Fagin*** was
      appointed a Director of the Company on March 18, 2008. Prior to that Mr. Fagin
      had been a Director of Canyon since June 2000. From May 1992 to May 1996, Mr.
      Fagin served as Chairman and Chief Executive Officer of Golden Star Resources
      Ltd. and from then to January 1998 as non-executive Chairman of Golden Star
      Resources Ltd. From July 1997 to February 2000, he also served as Chairman
      and
      Chief Executive Officer of Western Exploration and Development Ltd., a privately
      held exploration company, and since February 2000, he has served as a consultant
      and corporate director. Mr. Fagin previously served as President and director
      of
      both Homestake Mining Company and Rosario Resources Corporation, and a Vice
      President of AMAX Inc. He currently serves as a director of Pacific Rim Mining
      Company and Golden Star Resources Ltd., publicly held mining companies, as
      well
      as a director or trustee for the public mutual funds managed by T. Rowe Price
      Associates.





***Ronald
      D. Parker*** was
      appointed a director of the Company on March 18, 2008. Prior to that Mr. Parker
      had been a director of Canyon since 2002. Mr. Parker currently serves as Chief
      Executive Officer of Gammill Inc, a manufacturing company. From 1998 to 2002,
      he
      served as President and Chief Executive Officer of Apollo Gold Inc. From 1986
      to
      1998, he held several positions with Homestake Mining Company and its
      subsidiaries including Vice President of Homestake Mining Company, President
      and
      Chief Executive Officer of Homestake Canada, Inc., Chairman, President and
      Chief
      Executive Officer of Prime Resources Group, Inc. and General Manager of the
      McLaughlin Mine.




***William R.
      Stanley*** **** was
      appointed **** Vice
      President of Exploration in 2004. Mr. Stanley is a mineral exploration geologist
      with over 30 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 Atna in
      January 2004, Mr. Stanley was an independent mining consultant providing
      services to both major and junior exploration firms.


39





***David
      P. Suleski*** was
      appointed Vice President and Chief Financial Officer of the Company on March
      18,
      2008. Prior to that Mr. Suleski served as Vice President, Chief Financial
      Officer, Treasurer and Corporate Secretary of Canyon since 2006. Mr. Suleski
      is
      currently responsible for the Company’s external financial reporting, cash
      management, risk management, and human resources duties. Mr. Suleski has held
      various controller, assistant controller and treasurer positions with Golden
      Star Resources, Apex Silver Mines and Cyprus Amax. Other related business
      experience includes NM Rothschild & Sons and
      PricewaterhouseCoopers.





***Bonnie L.
      Whelan*** **** was
      appointed Corporate Secretary of the Company in 2005. Ms. Whelan has in excess
      of 20 years experience in the public resource sector in positions of senior
      officer, director and upper management. As the corporate secretary of Atna,
      Ms.
      Whelan is engaged in public company administration which includes maintaining
      corporate compliance, regulatory filings, and office systems development and
      implementation.





**(B)****Compensation**





The
      following table and accompanying notes set forth all compensation paid by the
      Company to its directors and senior management for the positions held as of
      the
      fiscal year ended December 31, 2007:




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
              
              
              2007
              
              
              183,040
              
              
              9,250
              
              
              Nil
              
              
              183,000
              (5)
              
              Nil
              
              
              Nil
              
              
              n/a**William
                  J. Coulter**
                Director
              
              
              2007
              
              
              n/a
              
              
              Nil
              
              
              Nil
              
              
              91,500
              (5)
              
              Nil
              
              
              Nil
              
              
              n/a**Glen
                  D. Dickson**
                Chairmanand
                  Director
              
              
              2007
              
              
              n/a
              
              
              Nil
              
              
              Nil
              
              
              91,500
              (5)
              
              Nil
              
              
              Nil
              
              
              n/a**James
                  K.B. Hesketh**
                Director
              
              
              2007
              
              
              n/a
              
              
              Nil
              
              
              Nil
              
              
              91,500
              (5)
              
              Nil
              
              
              Nil
              
              
              n/a**William
                  R. Stanley**
                Vice
                  President Exploration
              
              
              2007
              
              
              141,348
              
              
              6,124
              
              
              Nil
              
              
              152,500
              (5)
              
              Nil
              
              
              Nil
              
              
              n/a**G.
                  Ross McDonald**
                Chief
                  Financial Officer
              
              
              2007
              
              
              32,760
              
              
              1,000
              
              
              Nil
              
              
              24,400
              (5)
              
              Nil
              
              
              Nil
              
              
              n/a**Bonnie
                  L. Whelan**
                Corporate
                  Secretary
              
              
              2007
              
              
              109,200
              
              
              3,150
              
              
              Nil
              
              
              61,000
              (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 $1.36 per share prior to January 11,
      2010.





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.


40


**C.**  **Board
      Practices**





**AMENDMENT
      OF ARTICLES**





***Date
      of Expiration and the Current Term of Office***





The
      Company's Board of Directors is currently 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.





At
      the
      Meeting of the Shareholders to be held on May 8, 2008, Shareholders will be
      asked to pass a special resolution to amend the articles of the Company such
      that the term of office of each director will expire each year at the annual
      general meeting. Each director will be elected to hold office until the next
      annual general meeting of the Company or until his or her successor is elected
      or appointed, unless his or her office is earlier vacated in accordance with
      the
      Articles of the Company or with the provisions of the *Business
      Corporations Act* (British
      Columbia).





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.





**Name
                and Office**
              **Held
                with the Company, and**
              **Province
                and Country of**
              **Residence**
            
            **Present
                Principal Occupation**(1)
            
            **Director
                Since**
            
            **Share**
              **Ownership****(2)****Nominees
                for Electionwhose terms of office will expire at the Annual General
                Meeting in 2009**William
                J. Coulter, Director(3)(4)
              British
                Columbia, Canada
            
            Independent
                Investor; Binjas Holdings Ltd. and The Jay Willy Trading Co.
                Ltd.
            
            June
                1984
            
            137,000(5)James
                K.B. Hesketh, Director(3)(4)
              Colorado,
                United States
            
            President
                & Chief Operating Officer of the Company
            
            September
                2001
            
            175,138David
                K. Fagin(6)
              Colorado,
                United States
            
            Consultant;
                .Director and Trustee for T. Rowe Price Funds; Director of Pacific
                Rim
                Mining Company and Golden Star Resources Ltd.
            
            March
                2008
            
            44,554Ronald
                D. Parker(6)
              Missouri,
                United States
            
            Chief
                Executive Officer of Gammill Inc.
            
            March
                2008
            
            20,426**Directors
                whose terms of office will expire at the Annual General Meeting in
                2009**Glen
                D. Dickson, Director,
              Chairman(3)(4)
              British
                Columbia, Canada
            
            Geologist;
                Chairman and Chief Executive Officer, Gold-Ore Resources
                Ltd.
            
            December
                2002
            
            266,500**Directors
                whose terms of office will expire at the Annual General Meeting in
                2010**David
                H. Watkins, Director, President & Chief Executive Officer
              British
                Columbia, Canada
            
            Chairman
                & Chief Executive Officer of the Company
            
            March
                2000
            
            974,880




41





(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.


(3) In
      aggregate, the director and officers of the Company owns directly, indirectly
      or
      beneficially, or exercise control or direction over, a total of 1,908,498 common
      shares of the Company. This figure represents approximately 2.7% of the total
      number of issued and outstanding common shares of the Company as at March 25,
      2008. 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 25, 2008.


(4)
      Member of Audit Committee.


(5)
      Member of the Compensation Committee.


(6)
      35,000 of these shares are registered in the name of Binjas Holdings Ltd. and
      12,000 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, 2007, 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 non-related 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:


42


*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.


43





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, inits
                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.


44





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.





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, 2007, the Company had four full-time
      employees and one part-time employee. All other professional staff are retained
      as contractors as required. The following table provides information on the
      activity and geographical location of the Company’s employees and
      contractors:





**Activity**
            
            **Geographical**
              **Location**
            
            **Number of**
              **Employees**
            
            **Average Number**
              **of Contractorss**Corporate
                Administration and
              Corporate
                Communitcations
            
            Canada
            
            3
                full-time
              1
                part-time
            
            N/AExploration
                and development activities
            
            United
                States
            
            1
                part-time
            
            4





**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 25, 2008:


45





**Name**
            
            **# of Common**
              **Shares Held**
            
            **Number of**
              **Stock Options**
            
            **Number of**
              **Warrants**
            
            **Exercise Price**
              **$**
            
            **Expiry Date**David
                H. Watkins
            
            
            974,880
            
            
            300,000
              150,000
              183,000
            
            
            -
              -
              -
            
            
            0.70
              2.01
              1.36
            
            
            Apr
                18/2008
              Jan
                30/09
              Jan
                11/2010William
                J. Coulter
            
            
            137,000
            (1)
            
            75,000
              75,000
              91,500
            
            
            -
              -
              -
            
            
            0.70
              2.01
              1.36
            
            
            Apr
                18/2008
              Jan
                30/2009
              Jan
                11/2010Glen
                D. Dickson
            
            
            245,000
            
            
            100,000
              75,000
              61,500
            
            
            -
              -
              -
            
            
            0.70
              2.01
              1.36
            
            
            Apr
                18/2008
              Jan
                30/2009
              Jan
                11/2010James
                K.B. Hesketh
            
            
            130,858
            
            
            75,000
              75,000
              91,500
            
            
            -
              -
              -
            
            
            0.70
              2.01
              1.36
            
            
            Apr
                18/2008
              Jan
                30/2009
              Jan
                11/2010William
                R. Stanley
            
            
            200,000
            
            
            150,000
              125,000
              152,500
            
            
            -
              -
              -
            
            
            0.70
              2.01
              1.36
            
            
            Apr
                18/2008
              Jan
                30/2009
              Jan
                11/2010G.
                Ross McDonald(2)
            
            
            30,000
            
            
            20,000
              24,400
            
            
            -
              -
            
            
            2.01
              1.36
            
            
            Jan
                30/2009
              Jan
                11/2010Bonnie
                L. Whelan
            
            
            50,000
            
            
            50,000
              61,000
            
            
            -
              -
            
            
            2.01
              1.36
            
            
            Jan
                30/2009
              Jan
                11/2010





(1)
            35,000
                of these shares are registered in the name of Binjas Holdings Ltd.
                and
                12,000 of these shares are registered in the name of the Jay Willy
                Trading
                Co. Ltd., both non-reporting companies, controlled by William
                Coulter.


(2)
            G.
                Ross McDonald resigned as Chief Financial Officer on March 18,
                2008.





***Incentive
      Stock Options Plan***





The
      Company has a stock option plan in place (the “2007 Plan”). The 2007 Plan was
      established in 2007 to provide incentive to provide incentive to qualified
      parties to increase their proprietary interest in the Company and thereby
      encourage their continuing association with the Company. 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;




(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;




46




(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.




**Maximum
      Shares Available**




The
      maximum number of common shares of Atna that may be issuable under the 2007
      Plan
      is a number equal to 10% of the number of issued and outstanding common shares
      of Atna on a non-diluted basis at any time.




**Maximum
      Shares Available to Insiders**




To
      ensure
      that insiders of Atna have the opportunity to vote on certain approvals listed
      in Section 613(a) of the TSX Company Manual, the 2007 Plan restricts the
      maximum number of common shares of Atna 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 Atna pursuant to options granted to insiders under the 2007 Plan;
      or
      (ii) issued to insiders of Atna within any one year period pursuant to
      options granted to insiders under the 2007 Plan, in both cases together with
      all
      of Atna’s previously established and outstanding or proposed share compensation
      arrangements.




**Share
      Appreciation Rights**




The
      2007
      Plan introduces the concept of share appreciation rights. 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 Atna, cash payment calculated pursuant to section 4.11(b) of the
      2007 Plan in lieu of purchasing common shares of Atna upon the exercise of
      the
      option. The cash settlement alternative provides optionees with an alternative
      means to exercise their options and provides Atna 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
      Atna
      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 Atna, suspend, terminate, discontinue or amend the
      2007 Plan. The Board may not amend the 2007 Plan without the approval of the
      shareholders of Atna and the TSX with respect to the following;
      (a) altering the maximum number of shares available under the 2007 Plan;
      (b) amending the terms of an option granted to an insider of Atna;
      (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
      Atna.




**Legal
      Proceedings**




Atna
      has
      no material legal proceedings.




47




**Exchange
      Controls**




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




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




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




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




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




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




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




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




**Quantitative
      and Qualitative Disclosures of Market Risk**




Atna
      anticipates its primary market risk, if any, to be related to fluctuations
      in
      exchange rates. Exchange rate risk may arise if Atna is required to use
      different currencies for various aspects of its operations. Atna uses the
      Canadian dollar as its reporting currency and is therefore exposed to foreign
      exchange movements in Chile and the United States where Atna is conducting
      exploration activities.




48




Atna
      has
      not entered into any material foreign exchange contracts to minimize or mitigate
      the effects of foreign exchange fluctuations on Atna’s operations. Atna
      exchanges Canadian dollars to fund its foreign operations. Based on prior years,
      Atna 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
                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 25, 2008, 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
                of Outstanding**
              **Shares****Anglo
                Pacific Group plc**
              London,
                England
            
            9,584,500
            
            13.92%





The
      above-named shareholder did not possess voting rights different from those
      of
      other Company shareholders.





Tabled
      below is the distribution of the registered shareholders of the Company at
      December 31, 2007, as provided by the Company’s transfer agent, Pacific
      Corporate Trust Company:




**Country**
              
              **Total
                  Holders**
              
              **%**
              
              **Total
                  Holdings**
              
              **%**Canada
              
              30
              
              54.55
              
              62,152,811
              
              96.03USA
              
              24
              
              43.64
              
              2,559,777
              
              3.95Other
                  Countries
              
              1
              
              1.82
              
              10,000
              
              0.02




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





**B.**  **Related
      Party Transactions**





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.




49





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 as Exhibit 15.1 (i) to (vi) are the audited financial statements of
      the
      Company for the fiscal years ended December 31, 2007 and 2006. The financial
      statements are accompanied by auditors' reports and related notes. See “Item 17.
      Financial Statements”.





***Legal
      Proceedings***





Not
      applicable.





***Dividend
      Distributions***





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





**B.**  **Significant
      Changes**





**Changes
      in Accounting Policies**





Effective
      January 1, 2007, the Company adopted the following new accounting standards
      issued by the Canadian Institute of Chartered Accountants (“CICA”) relating to
      financial instruments. These new standards have been adopted on a prospective
      basis with no restatement to prior period financial statements:





Financial
      Instruments - Recognition and Measurement (Section 3855). This
      standard sets out criteria for the recognition and measurement of financial
      instruments for fiscal years beginning on or after October 1, 2006. This
      standard requires all financial instruments within its scope, including
      derivatives, to be included on a Company’s balance sheet and measured either at
      fair value or, in certain circumstances when fair value may not be considered
      most relevant, at cost or amortized to cost. Changes in fair value are to be
      recognized in the statements of operations and comprehensive
      income.





All
      financial assets and liabilities are recognized when the Company becomes a
      party
      to the contract creating the item. As such, any of the Company’s outstanding
      financial assets and liabilities at the effective date of adoption are
      recognized and measured in accordance with the new requirements as if these
      requirements had always been in effect. Any changes to the fair values of assets
      and liabilities prior to January 1, 2007 are recognized by adjusting opening
      deficit or opening accumulated other comprehensive income.





All
      financial instruments are classified into one of the following five categories:
      held for trading, held-to-maturity, loans and receivables, available-for-sale
      financial assets, or other financial liabilities. Initial and subsequent
      measurement and recognition of changes in the value of financial instruments
      depends on their initial classification:





Held-to-maturity
      investments, loans and receivables, and other financial liabilities are
      initially measured at fair value and subsequently measured at amortized cost.
      Amortization of premiums or discounts and losses due to impairment are included
      in current period net earnings.


50





Available-for-sale
      financial assets are measured at fair value. Revaluation gains and losses are
      included in other comprehensive income until the asset is removed from the
      balance sheet.





Held
      for
      trading financial instruments are measured at fair value. All gains and losses
      are included in net earnings in the period in which they arise.





All
      derivative financial instruments are classified as held for trading financial
      instruments and are measured at fair value, even when they are part of a hedging
      relationship. All gains and losses are included in net earnings in the period
      they arise.





In
      accordance with this new standard, the Company has classified its financial
      instruments as follows:





Marketable
      securities and investments are classified as available-for-sale securities.
      Such
      securities are measured at fair market value in the consolidated financial
      statements with unrealized gains or losses recorded in comprehensive income
      (loss). At the time securities are sold or otherwise disposed of, gains or
      losses are included in net earnings (loss).





The
      Company’s royalty agreement with Yukon Zinc Corp. is considered a derivative
      financial instrument under the new accounting standard and consequently is
      classified as held for trading and is measured at fair value. The fair value
      of
      this financial instrument cannot be determined until the property over which
      the
      Company has a royalty had been placed into commercial production.





Hedging
      (Section 3865) - This new standard specifies the circumstances under which
      hedge
      accounting is permissible and how hedge accounting may be performed. The Company
      currently does not have any hedges.





Comprehensive
      Income (Section 1530) - Comprehensive
      income is the change in shareholders’ equity during a period from transactions
      and other events from non-owner sources. This standard requires certain gains
      and losses that would otherwise be recorded as part of net earnings to be
      presented in other “comprehensive income” until it is considered appropriate to
      recognize into net earnings. This standard requires the presentation of
      comprehensive income, and its components, in a separate financial statement
      that
      is displayed with the same prominence as the other financial
      statements.





Accordingly,
      the Company now reports a consolidated statement of comprehensive income (loss)
      and included the account “accumulated other comprehensive income” in the
      shareholders’ equity section of the consolidated balance sheet.





**Recent
      Accounting Pronouncements**





Capital
      Disclosures - In February 2007, the issued Handbook Sections 1535, “Capital
      Disclosures”, which requires the disclosure of both qualitative and quantitative
      information that provides users of financial statements with information to
      evaluate the entity’s objective, policies and precedes for managing capital. The
      new section is effective for years beginning on or after October 1, 2007. The
      Company is in the process of assessing the impact of this new section on its
      financial statements.





Financial
      Instruments - In February 2007, the CICA issued two new standards, Section
      3862
“Financial Instruments Disclosures” and Section 3863 “Financial Instruments
      Presentation” Theses sections will replace the existing Section 3861 “Financial
      Instruments Disclosure and Presentation”. Section 3862 provides users with
      information to evaluate the significance of the financial instruments of the
      entity’s financial position and performances, nature and extent of risks arising
      from financial instrument, and how the entity manages those risks. Section
      3863
      deals with the classification of financial instruments, related interest,
      dividends, losses and gains, and the circumstances in which financial assets
      and
      financial liabilities are offset. The new sections are effective for years
      beginning on or after October 1, 2007. The Company is in the process of
      assessing the impact of this new section on its financial
      statements.


51





International
      Financial Reporting Standards - In 2006, the Canadian Accounting Standards
      Board
      ("AcSB") published a new strategic plan that will significantly affect financial
      reporting requirements for Canadian companies. The AcSB strategic plan
      outlines the convergence of Canadian GAAP with IFRS over an expected five year
      transitional period.  In February 2008 the AcSB announced that 2011 is the
      changeover date for publicly-listed companies to use IFRS, replacing Canada's
      own GAAP. The date is for interim and annual financial statements relating
      to
      fiscal years beginning on or after January 1, 2011. The transition date of
      January 1, 2011 will require the restatement for comparative purposes of amounts
      reported by the Company for the year ended December 31, 2010. While the
      Company has begun assessing the adoption of IFRS for 2011, the financial
      reporting impact of the transition to IFRS cannot be reasonably estimated at
      this time.





**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
      prices:***





**High
                - $**
            
            **Low
                - $**2003
            
            0.62
            
            0.212004
            
            1.05
            
            0.292005
            
            2.47
            
            0.552006
            
            2.56
            
            0.952007
            
            1.96
            
            1.23





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





**High
                - $**
            
            **Low
                - $***Fiscal
                2006*First
                Quarter, ended 03/31/06
            
            
            2.56
            
            
            1.75Second
                Quarter, ended 06/30/06
            
            
            2.41
            
            
            1.00Third
                Quarter, ended 09/30/06
            
            
            1.50
            
            
            0.99Fourth
                Quarter, ended 12/31/06
            
            
            1.55
            
            
            0.95*Fiscal
                2007*First
                Quarter, ended 03/31/07
            
            
            1.72
            
            
            1.26Second
                Quarter, ended 06/30/076
            
            
            1.71
            
            
            1.31Third
                Quarter, ended 09/30/07
            
            
            1.96
            
            
            1.23Fourth
                Quarter, ended 12/31/07
            
            
            1.94
            
            
            1.36*Fiscal
                2008*First
                Two Months, ended 02/29/08
            
            
            1.76
            
            
            1.34





***For
      the most recent 6 months: the high and low market prices and the average daily
      trading volumes for each month:***


52





**High
                - $**
            
            **Low
                - $**
            
            **Average**
              **Volume**March
                1-25, 2008
            
            
            1.50
            
            
            1.25
            
            
            153,400February
                2008
            
            
            1.59
            
            
            1.38
            
            
            82,100January
                2008
            
            
            1.76
            
            
            1.34
            
            
            103,600December
                2007
            
            
            1.53
            
            
            1.36
            
            
            70,000November
                2007
            
            
            1.90
            
            
            1.41
            
            
            128,400October
                2007
            
            
            1.94
            
            
            1.56
            
            
            182,300September
                2007
            
            
            1.70
            
            
            1.40
            
            
            73,000





**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**





The
      table
      presented below reports on the current authorized capital of the Company.





Designation
                of Security
            
            Authorized
            
            Outstanding
                as at Dec. 31, 2007
            
            Outstanding
                as at March 25, 2008Common
                Shares without par value
            
            Unlimited
            
            64,722,588
                shares
            
            68,872,588
                  sharesPreferred
                Shares without par value
            
            Unlimited
            
            Nil
            
            Nil





Note:
      Up
      to 17,114,238 common shares will be made issuable as a result of the Canyon
      merger transaction.





As
      at
      March 25, 2008, the Company had outstanding stock options to purchase a total
      of
      4,019,940 common shares, exercisable at prices ranging from $0.70 to $2.01
      per
      share prior to March 18, 2012.





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:


53





2007
            
            2006
            
            2005Number of
              Shares
            
            Amount
              $
            
            Number of
              Shares
            
            Amount
              $
            
            Number of
              Shares
            
            Amount
              $Opening
                balance
            
            
            64,176,838
            
            
            60,839,308
            
            
            55,429,067
            
            
            51,286,111
            
            
            38,950,872
            
            
            40,795,561Issued
                for:Private
                placement
            
            
            -
            
            
            -
            
            
            7,450,000
            
            
            8,730,587
            
            
            7,000,000
            
            
            5,128,107Warrants
            
            
            -
            
            
            -
            
            
            502,771
            
            
            459,795
            
            
            8,538,195
            
            
            5,074,192Exercise
                of stock options
            
            
            545,750
            
            
            283,595
            
            
            795,000
            
            
            286,125
            
            
            940,000
            
            
            243,225Property
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Severance
                settlement
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Stock-based
                compensation
            
            
            -
            
            
            -
            
            
            -
            
            
            76,690
            
            
            -
            
            
            45,026Closing
                balanc
            
            
            64,722,588
            
            
            61,217,349
            
            
            64,176,838
            
            
            60,839,308
            
            
            55,429,067
            
            
            51,286,111





**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.





**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.





The
      Company entered into an agreement dated April 11, 2006 with 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.


54


**2007**





In
      May
      2007, the Company terminated the option agreements it had to acquire an interest
      in the Beowawe project, Nevada.




2008




In
      March 2008, the Company terminated the principal
      option agreement on the Jarbridge property. Following compilation and
      review of results from all the mapping, geochemistry, and drilling carried
      out
      over the past four years, it was determined that there was insufficient
      encouragement for Atna to justify further exploration expenditures.




On
      March 18, 2008, the Company closed the merger with
      Canyon pursuant to the Agreement and Plan of Merger dated November 16,
      2007. Pursuant to the terms of the merger agreement, each share of Canyon
      common stock issued and outstanding was converted into the right to receive
      0.32
      common shares of the Company, plus cash in lieu of any fractional shares. Canyon
      is now a wholly owned U.S. subsidiary of the Company. Canyon ceased
      trading  on the American Stock Exchange at the close of market on March 18,
      2008.





**D.**
            **Exchange
                Controls**





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





**E.**
            **Taxation**





**U.S.
      Federal Income Tax Consequences**




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





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





**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.


55





Non-U.S.
      Holders





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





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





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


56





***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.”





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).


57





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





***Foreign
      Tax Credit***





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





Complex
      limitations apply to the foreign tax credit, including the general limitation
      that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.
      federal income tax liability that such U.S. Holder’s “foreign source” taxable
      income bears to such U.S. Holder’s worldwide taxable income. In applying this
      limitation, a U.S. Holder’s various items of income and deduction must be
      classified, under complex rules, as either “foreign source” or “U.S. source.” In
      addition, this limitation is calculated separately with respect to specific
      categories of income (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”).


58





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 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).


59





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





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





***QEF
      Election***





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





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





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.


60





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





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





***Mark-to-Market
      Election***





A
      U.S.
      Holder may make a Mark-to-Market Election only if the Common Shares are
      marketable stock. The Common Shares generally will be “marketable stock” if the
      Common Shares are regularly traded on a qualified exchange or other market.
      For
      this purpose, a “qualified exchange or other market” includes (a) a
      national securities exchange that is registered with the 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.


61





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.


62


***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.


63


**ITEM
              11.**
            **QUANTITATIVE
                AND QUALITATIVE DISCLOSURE ABOUT MARKET
                RISK**





***Quantitative
      Information About Market Risk***





The
      Company has no market risk sensitive instruments or other instruments for which
      a discussion of quantitative information about market risk is
      applicable.





***Qualitative
      Information 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.


64




***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 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.


65





***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
      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****T.**
            **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.





Management’s
      annual report on internal control over financial reporting .





Management
      has designed, established and is maintaining a system of internal control over
      financial reporting (“ICFR”) to provide reasonable assurance that the financial
      information disclosed in this document and the related financial statements
      is
      reliable. The financial information was prepared by the company for external
      purposes and has been recorded, processed, summarized and reported to the
      Company’s Board of Directors and Audit Committee in an accurate and timely
      manner in accordance with Canadian GAAP and reconciled to U.S.GAAP on and annual
      basis.





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, 2007, that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.


66





**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. James Hesketh has been determined to be such audit committee financial
      expert and is independent as defined in National Instrument 58-101, meaning
      that, he has no direct or indirect relationship with the issuer which could,
      in
      the view of the Board, reasonably be expected to interfer with the exercise
      of
      his independent judgement, and is not otherwise deemed not to be independent.
      The SEC has indicated that the designation of an audit committee financial
      expert does not make Mr. Hesketh 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. The Code of Ethics has been posted to the Company’s website
      at http://www.atna.com/i/pdf/CodeEthics.pdf.





It
      is the
      policy of the Company that all officers, including the Chief Executive Officer
      and the Chief Financial Officer, adhere to and 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 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.


67





**C.**
            **Principal
                Accountant Fees and
                Services**





Audit
      Fees





For
      the
      years ended December 31, 2007 and 2006, 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 2007 and 2006, De Visser Gray was
      the Company’s only external auditor.




December
                  31, 2007
                $
              
              December
                  31, 2006
                $Audit
                  and related fees
              
              
              35,000
              (1)
              
              27,500Tax
                  fees
              
              
              2,500
              
              
              2,000(1)Audit
                  fees estimated and accrued for
                  2007




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 2007 were approved by the Audit Committee pursuant to
      the
      pre-approval policies and procedures contained in the Audit Committee
      Charter.





Audit-Related
      Fees





Refer
      to
      Audit Fees above.





Tax
      Fees





Refer
      to
      Audit Fees above





All
      Other Fees





Not
      applicable.





**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.





**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.B,
      titled “Liquidity and Capital Resources”. For a history of exchange rates in
      effect for Canadian dollars as against U.S. dollars, see Item 3.A, titled
“Selected Financial Data”.


68





**ITEM
                18.**
            **FINANCIAL
                STATEMENTS**





Not
      applicable.





**ITEM
                19.**
            **EXHIBITS**





Exhibit
                15.1
            
            
            Consolidated
                Audited Financial Statements(i)
            Report
                of Independent Registered Public Accounting Firm dated March 27,
                2008.
            
            (1)(ii)
            Consolidated
                Balance Sheets as at December 31, 2006, 2005 and 2004.
            
            (1)(iii)
            Consolidated
                Statements of Operations and Deficit for the years ended December
                31,
                2007, 2006 and 2005.
            
            (1)(iv)
            Consolidated
                Statements of Cash Flows for the years ended December 31, 2007, 2006
                and
                2005.
            
            (1)(v)
            Notes
                to Consolidated Financial Statements
            
            (1)(vi)
            Financial
                Statements Schedules are omitted because they are not applicable,
                not
                required or because the required information is included in the
                consolidated financial statements or notes thereto filed
                herein.
            
            N/AExhibit
                15.2
            
            
            Management’s
                Discussion and Analysis of Financial Conditions and Results of Operations
                for the years ended December 31, 2007, 2006 and 2005.
            
            (1)Exhibit
                12.1
            
            
            Section
                302 Certifications by the Chief Executive Officer and Chief Accounting
                Officer as required by rule 13a-14(a) or Rule 15d-14(a).
            
            (1)Exhibit
                13.1
            
            
            Section
                906 Certifications by the Chief Executive Officer and Chief Accountingl
                Officer as required by Rule 13a-14(b) or Rule 15d-14(b) and Section
                1350
                of Chapter 63 of Title 18 of the United States code.
            
            (1)Exhibit
                14.1
            
            
            Consent
                of Independent Auditors
            
            (1)Exhibit
                99.0
            
            
            BC
                Business Corporations Act - Articles of Incorporation
            
            (1)





(1)
            Attached
                hereto




69


**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
      20F
      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


Chairman
      and Chief Executive Officer





March
      25,
      2008


70