EXHIBIT
      15.1














**ATNA
      RESOURCES LTD.**



















**NOTICE
      OF ANNUAL AND SPECIAL MEETING**




**OF
      SHAREHOLDERS AND**




**MANAGEMENT
      INFORMATION CIRCULAR**



















**ANNUAL
      AND SPECIAL MEETING OF SHAREHOLDERS**




**TO
      BE HELD ON APRIL 26, 2007**





























March
      16,
      2007










**ATNA
      RESOURCES LTD.**


**NOTICE
      OF ANNUAL AND SPECIAL MEETING**







to
      be
      held April 26, 2007









**TO
      THE SHAREHOLDERS:**




The
      Annual and Special Meeting of the shareholders of Atna Resources Ltd. (the
      “Company”) will be held at the Terminal City Club, 835 West Hastings Street,
      Vancouver, British Columbia, on Thursday, April 26, 2007 at 1:30 p.m. (Vancouver
      time) for the following purposes:




1.
            To
                consider and receive financial statements for the year ended December
                31,
                2006, together with the Auditor’s Report
                thereon.




2.
            To
                appoint an Auditor for the ensuing year and to authorize the Directors
                to
                fix the remuneration to be paid to the
                Auditor.




3.
            To
                elect a Director to hold office for the term expiring
                2010.




4.
            To
                consider, and if thought fit, pass with or without amendment, an
                ordinary
                resolution approving the adoption of a new stock option plan in the
                form
                attached as Schedule A to the Information
                Circular.




5.
            To
                transact such
                other business as may properly come before the
                Meeting.




The
      resolution to be considered as described above is
      set
      out in the Information Circular accompanying this Notice. See “Adoption of Stock
      Option Plan“.




The
      Directors have fixed the close of business **Thursday,
      March 15, 2007** as the
      record date for determining shareholders who are entitled to vote at the
      Meeting.




Accompanying
      this Notice of Meeting are: (i) the financial statements for the year ended
      December 31, 2006, together with the Auditor’s Report thereon; (ii) the
      Information Circular; (iii) a form of proxy; and (iv) a request form for use
      by
      shareholders who wish to receive the Company’s interim financial
      statements.




The
      accompanying Information Circular provides additional information relating
      to
      the matters to be dealt with at the Meeting and is deemed to form part of this
      Notice. Copies of any documents to be considered, approved, ratified and adopted
      or authorized at the Meeting will be available for inspection at the registered
      and records office of the Company at 1600 - 925 West Georgia Street, Vancouver,
      British Columbia, Canada V6C 3L2, during normal business hours up to April
      26,
      2007, being the date of the Meeting, as well as at the Meeting.




If
      you
      are a *registered
      shareholder* and are
      unable to attend the Meeting in person, please deposit a completed form of
      proxy
      at the offices of Pacific Corporate Trust Company, 510 Burrard Street,
      2 nd Floor,
      Vancouver, British Columbia, V6C 3B9 (Attn: Proxy Department), not later than
      1:30 p.m. (Vancouver time) on Tuesday, April 24, 2007, or if the Meeting is
      adjourned, not later than 48 hours (excluding Saturdays and holidays) before
      the
      time for holding the adjourned meeting.




If
      you
      are a *non-registered
      shareholder* and
      receive these materials through your broker or another intermediary, please
      complete and return the materials in accordance with the instructions provided
      to you by your broker or other intermediary. **If
      you are a non-registered shareholder and do not complete and return the
      materials in accordance with such instructions, you may lose the right to vote
      at the Meeting.**




Dated
      at
      Vancouver, British Columbia, this 16th day of March, 2007.




By
      order
      of the Board




/s/ *“David
      H. Watkins”*




David
      H.
      Watkins


President
      & Chief Executive Officer












**INFORMATION
      CIRCULAR**




March
      16,
      2007




**SOLICITATION
      OF PROXIES**




This
      Information Circular is furnished in connection with the solicitation of proxies
      by the management of Atna Resources Ltd. (the “Company”) for use at the Annual
      and Special Meeting (the “Meeting”) of the shareholders of the Company to be
      held on Thursday, April 26, 2007 and any adjournment thereof, at the time and
      place and for the purposes set forth in the accompanying Notice of Meeting.
      While it is expected that the solicitation will be primarily carried out by
      mail, proxies may also be solicited personally or by telephone by regular
      employees of the Company. All costs of solicitation will be borne by the
      Company.




**VOTING
      BY PROXIES**




The
      form
      of proxy accompanying this Information Circular confers discretionary authority
      upon the proxy nominee with respect to any amendments or variations to matters
      identified in the Notice of Meeting and any other matters that may properly
      come
      before the Meeting. As at the date of this Information Circular, management
      is
      not aware of any such amendments or variations, or of other matters to be
      presented for action at the Meeting.




If
      the
      instructions in a proxy given to management are certain, the common shares
      represented by proxy will be voted or withheld from voting in accordance with
      the instructions of the shareholder on any poll as specified in the proxy with
      respect to the matter to be acted on. **If
      a choice is not so specified with respect to any such matter, the common shares
      represented by a proxy given to management are intended to be voted in favour
      of
      the resolutions referred to in the form of proxy accompanying this Information
      Circular and for the election of the nominee of management for Director and
      for
      the appointment of the Auditors. A shareholder has the right to appoint a person
      (who need not be a shareholder) to attend and act for him and on his behalf
      at
      the Meeting other than the persons designated in the form of proxy and may
      exercise such right by inserting the name in full of the desired person in
      the
      blank space provided in the form of proxy and striking out the names now
      designated.**




A
      proxy
      will not be valid for use at the Meeting unless the completed form of proxy
      is
      deposited at the offices of Pacific Corporate Trust Company, 510 Burrard Street,
      2 nd Floor,
      Vancouver, British Columbia, V6C 3B9 (Attn: Proxy Department), not later than
      1:30 p.m. (Vancouver time) on Tuesday, April 24, 2007, or if the Meeting is
      adjourned, not later than 48 hours (excluding Saturdays and holidays) before
      the
      time for holding the adjourned meeting. The chairman of the Meeting has the
      discretion to accept proxies that are deposited after that time.




**REVOCABILITY
      OF PROXIES**




A
      shareholder who has given a proxy may revoke it by an instrument in writing
      executed by the shareholder or by his or her attorney authorized in writing
      or,
      where the shareholder is a corporation, by a duly authorized officer or attorney
      of the corporation. To be valid, an instrument of revocation must be received
      at
      the registered office of the Company by fax at (604) 669-1620, by mail or by
      hand at 1600 - 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2,
      at
      any time up to and including the last business day preceding the day of the
      Meeting or any adjournment thereof, or provided to the chairman of the Meeting
      on the day fixed for the Meeting or any adjournment thereof by not later than
      the time fixed for commencement of such Meeting or such adjourned Meeting,
      or in
      any other manner permitted by law. The revocation of a proxy does not affect
      any
      matter on which a vote has been taken before the revocation.




**VOTING
      OF SHARES BENEFICIALLY OWNED BY UNREGISTERED SHAREHOLDERS**




**The
      information set out in this section is important to many shareholders as a
      substantial number of shareholders do not hold their common shares in their
      own
      name.**




This
      Information Circular and the accompanying materials are being sent to registered
      shareholders and unregistered shareholders, that is shareholders who hold common
      shares through a broker, agent, nominee or other intermediary (collectively,
      called “ **Beneficial
      Shareholders** ”).
      Beneficial Shareholders should note that only proxies deposited by shareholders
      whose names appear on the share register of the Company will be recognized
      and
      acted upon at the Meeting. If common shares are shown on an account statement
      that a broker or other intermediary provides to a Beneficial Shareholder, then
      in almost all cases the name of the Beneficial Shareholder will not appear
      on
      the share register of the Company. Such common shares will most likely be
      registered in the name of the broker or an agent of the broker. In Canada,
      the
      vast majority of such common shares will be registered in the name of “CDS &
Co.”, the registration name of The Canadian Depository for Securities Limited,
      which acts as a nominee for many brokerage firms. In turn, where a broker,
      agent, nominee or other intermediary holds shares on behalf of the Beneficial
      Shareholder, the broker, agent, nominee or other intermediary may vote those
      shares only in accordance with instructions provided by the Beneficial
      Shareholder.




**Accordingly,
      each Beneficial Shareholder should**




**(a)**  **carefully
      review the voting procedures that the shareholder’s broker, agent, nominee or
      other intermediary has furnished with this Information Circular; and**




**(b)**  **provide
      instructions as to the voting of the shareholder’s common shares in accordance
      with those procedures.**




Securities
        regulatory policies require brokers and other intermediaries to seek voting
        instructions from Beneficial Shareholders before a meeting of shareholders.
        Each
        broker or intermediary has established its own mailing procedures and provides
        its own return instructions to its clients which should be carefully followed
        by
        a Beneficial Shareholder to ensure that his or her common shares are voted
        at
        the Meeting. The purpose of the form of proxy or voting instruction form
        (“ **VIF** ”)
        that a
        broker or other intermediary provides to Beneficial Shareholders is limited
        to
        instructing the registered holder of the relevant common shares on how to
        vote
        such shares on behalf of the Beneficial Shareholder.




The
      majority of brokers now delegate the responsibility for obtaining voting
      instructions from clients to ADP Investor Communications (“ **ADP** ”).
      Typically, ADP mails a VIF to each Beneficial Shareholder and asks the
      shareholder to complete the form and return it to ADP or follow alternate
      procedures to vote by telephone or in another manner such as through the
      internet. ADP then tabulates the results of all voting instructions communicated
      to ADP and provides appropriate instructions for the voting of the common shares
      in question at the Meeting. **A
      Beneficial Shareholder cannot use a VIF received from ADP to vote common shares
      directly at the Meeting. Instead, the Beneficial Shareholder must return the
      VIF
      to ADP or follow the alternate voting procedures. To ensure that his or her
      common shares are voted, the Beneficial Shareholder must complete these steps
      well before the Meeting** **.**




Even
      though a Beneficial Shareholder may not be recognized directly at the Meeting
      for the purpose of voting common shares registered in the name of his or her
      broker or other intermediary, a Beneficial Shareholder may attend the Meeting
      as
      a proxyholder for a registered shareholder and vote common shares in that
      capacity. A Beneficial Shareholder who wishes to attend the Meeting and
      indirectly vote his or her common shares as proxyholder for the registered
      shareholder should contact his or her broker, agent, nominee or other
      intermediary well before the Meeting to confirm the procedures necessary to
      permit the Beneficial Shareholder to indirectly vote his or her common shares
      as
      a proxyholder.




**Additional
      Information for Unregistered Shareholders**




This
      Information Circular and accompanying materials are being sent to both
      registered shareholders and to unregistered Beneficial Shareholders. Beneficial
      Shareholders fall into two groups: (i) those who object to their name being
      made
      known to the Company (“Objecting Beneficial Owner” or “ **OBO** ”);
      and
      (ii) those who do not object to the Company’s knowing their identity
      (“Non-objecting Beneficial Owner” or “ **NOBO** ”).
      As
      authorized by National Instrument 54-101, *Communication
      with Beneficial Owners of Securities of a Reporting Issuer,* the
      Company is delivering the materials for the Meeting directly to each
      NOBO.




If
      you
      are an unregistered Beneficial Shareholder, and the Company or its agent has
      sent the materials for the Meeting directly to you, your name and address and
      the information pertaining to the shares that you beneficially hold have been
      obtained in accordance with the applicable securities legislation from the
      intermediary who holds the shares of the Company directly on your behalf. By
      choosing to send these materials directly to you, the Company has assumed
      responsibility for (i) delivering these materials to you; and (ii) executing
      the
      instructions that you provide by means of the VIF.




If
      you
      are a NOBO, you will receive a scannable VIF from ADP, to be completed and
      returned to ADP by mail in the envelope provided or by facsimile. In addition,
      a
      NOBO may provide their voting instructions to ADP by following the telephone
      or
      internet voting procedures described in the VIF. ADP will tabulate the results
      of the VIF received from a NOBO and will provide appropriate instructions with
      respect to the voting at the Meeting of the common shares represented by the
      VIF
      that ADP receives.




Beneficial
      Shareholders who have questions or concerns regarding any of these procedures
      may also contact their broker, agent, nominee or other intermediary. It is
      recommended that inquiries of this kind be made well in advance of the
      Meeting.







**VOTING
      SHARES AND PRINCIPAL HOLDERS THEREOF**




As
      at
      March 16, 2006, there were 64,376,838 outstanding fully paid and non-assessable
      common shares without par value in the capital of the Company that are entitled
      to be voted at the Meeting. Holders of the outstanding common shares whose
      names
      are entered on the register of shareholders of the Company at the close of
      business on March 15, 2007, which is the record date, will be entitled to attend
      in person or appoint a proxy nominee to attend the Meeting and such person
      will
      be entitled to vote on a show of hands and, on a poll, will be entitled to
      one
      vote for each common share held on that date.




To
      the
      knowledge of the Directors and senior officers of the Company, and based upon
      the Company’s review of the records maintained by Pacific Corporate Trust
      Company, electronic filings with the System for Electronic Document Analysis
      and
      Retrieval (“SEDAR”) and insider reports filed with System for Electronic
      Disclosure by Insiders (“SEDI”), as at March 16, 2007, only the following
      shareholder beneficially owned, directly or indirectly, or exercised control
      or
      direction over more than 10% of the voting rights attached to the common shares
      of the Company:




**Name**
            **Number
                of Shares**
            **Percentage****Anglo
                Pacific Group plc**
              London,
                England
            7,183,100
            11.16%







**FINANCIAL
      STATEMENTS**




The
      audited financial statements for the year ended December 31, 2006 and the report
      of the Auditor’s thereon will be placed before the Meeting for consideration by
      the shareholders.




**ELECTION
      OF DIRECTORS**




The
      Company’s Board of Directors presently has five members. The Board of Directors
      of the Company is recommending David H. Watkins for election at the Meeting
      to
      hold office for the term expiring at the Annual General Meeting of the
      shareholders in 2010 or until he sooner ceases to hold office. The terms of
      office of the other four directors who are not nominees for election expire
      at
      the Annual General Meeting of shareholders in 2008 and 2009, respectively.
      The
      following information concerning the directors has been furnished by
      them:




**Name
                and Office**
              **Held
                with the Company, and Province and Country of
                Residence**
            **Present
                Principal Occupation**(1)
            **Director
                Since**
            **Share**
              **Ownership****(2)****Nominee
                for Election**David
                H. Watkins, Director, President & Chief Executive Officer
              British
                Columbia, Canada
            President
                &Chief
                Executive Officerof
                the Company
            March
                2000
            939,880**Directors
                whose terms of office will expire at the Annual General Meeting in
                2008**William
                J. Coulter, Director(3)(4)
              British
                Columbia, Canada
            Independent
                Investor; Binjas Holdings Ltd. and The Jay Willy Trading Co.
                Ltd.
            June
                1984
            192,000(5)James
                K.B. Hesketh, Director(3)(4)
              Colorado,
                United States
            President
                & Chief Executive Officer, Canyon Resources
                Corporation
            September
                2001
            35,000**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
            245,000Wilson
                J. Barbour, Director(3)
              Ontario,
                Canada
            Independent
                Financial Consultant
            May
                2003
            100,000


________________


(1)  Unless
      otherwise stated above, each of the above named directors has held the principal
      occupation or employment indicated for at least five years.


(2)  In
      aggregate, the Director and officers of the Company owns directly, indirectly
      or
      beneficially, or exercise control or direction over, a total of 1,511,880 common
      shares of the Company. This figure represents approximately 3% of the total
      number of issued and outstanding common shares of the Company as at March 16,
      2007. These figures, not being within the knowledge of the Company, have been
      furnished by each of the respective Directors and officers. This column shows
      the common shares of the Company beneficially owned, directly or indirectly,
      or
      over which control or direction is exercised as of March 16, 2006.


(3)  Member
      of
      the Audit Committee.


(4)  Member
      of
      the Compensation Committee.


(5)  50,000
      of
      these shares are registered in the name of Binjas Holdings Ltd. and 22,000
      of
      these shares are registered in the name of The Jay Willy Trading Co. Ltd.,
      both
      non-reporting companies, controlled by William J. Coulter.







**APPOINTMENT
      OF AUDITOR**




Management
      of the Company will propose the appointment of De Visser Gray, Chartered
      Accountants, as Auditor of the Company to hold office until the next Annual
      General Meeting of the Company and will also propose that the Directors be
      authorized to fix the remuneration to be paid to the Auditor.




**STATEMENT
      OF EXECUTIVE COMPENSATION**




The
      following table sets forth information on the total compensation paid in respect
      of the individuals who were, at December 31, 2006, the Chief Executive Officer
      and the Chief Financial Officer of the Company and the one executive officer
      of
      the Company whose total salary and bonus exceeded $150,000 for the financial
      year ended December 31, 2006 (collectively, the “Named Executive Officers” or
“NEOs”).




**Summary
      Compensation Table**




**Annual
                Compensation****(1)**
            **Long
                Term Compensation****Awards**
            **Payouts****NEO**
              **Name
                and Principal Occupation**
              
              **(a)**
            **Year**
              
              
              **(b)**
            **Salary**
              **($)**
              
              **(c)**
            **Bonus****(2****)**
              **($)**
              
              **(d)**
            **Other
                Annual Compensation**
              **($)**
              
              **(e)**
            **Securities
                Under Options/SARs Granted**
              **(#)**
              
              **(f)**
            **Restricted
                Share or Units Subject to Resale Restrictions**
              
              **(g)**
            **LTIP**
              **Payouts**
              **($)**
              
              **(h)**
            **All
                Other Compensation**
              **($)****(3)**
              
              **(i)**David
                H. Watkins - President & Chief Executive Officer
            2006
              2005
              2004
            176,000
              160,000
              168,000
            64,000
              Nil
              33,000(4)
            Nil
              Nil
              Nil
            150,000
              300,000
              100,000
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              NilG.
                Ross McDonald - Chief Financial Officer(5)
            2006
              2005
            31,500
              27,500
            3,000
              Nil
            Nil
              Nil
            20,000
              50,000
            Nil
              Nil
            Nil
              Nil
            Nil
              NilWilliam
                R. Stanley -Vice-President, Exploration
            2006
              2005
              2004
            145,000
              139,920
              112,996
            40,000
              15,900(6)
              Nil
            Nil
              Nil
              Nil
            125,000
              150,000
              300,000
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil


________________


(1)  Perquisites
      and other personal benefits do not exceed the lesser of $50,000 and 10% of
      the
      total of the annual salary and bonus for any of the executive
      officers.


(2)  Bonuses
      include all amounts awarded to executive officers in respect of a fiscal year
      whether paid in that or a subsequent year.


(3)  Including,
      but not limited to, amounts paid, payable or accrued upon resignation,
      retirement or other termination of employment or change in control and insurance
      premiums with respect to term life insurance.


(4)  The
      Company granted to David H. Watkins a special bonus in recognition of his
      achievements in 2003.


(5)
      G.
      Ross McDonald was appointed Chief Financial Officer of the Company on February
      1, 2005.


(6)  The
      Company granted to William R. Stanley a special bonus in recognition of his
      achievements in 2004.










**Option
      Grants During the Most Recently Completed Financial Year**




The
      following table discloses individual grants of options to purchase or acquire
      securities of the Company made during the most recently completed financial
      year
      to each Named Executive Officer.




**NEO
                Name**
              **(a)**
            **Securities
                Under Options Granted**
              **#**
              **(b)**
            **%
                of Total Options/Granted to Employees in Financial**
              **Year**
              **(c)**
            **Exercise
                or**
              **Base
                Price ($/Security)**
              **(d)**
            **Market
                Value of Securities Underlying Options on the Date**
              **of
                Grant**
              **($/Security)**
              **(e)**
            **Expiration
                Date**
              **(f)**David
                H. Watkins
            150,000
            16
            2.01
            $2.01
            January
                30, 2009G.
                Ross McDonald
            20,000
            2
            2.01
            $2.01
            January
                30, 2009William
                R. Stanley
            125,000
            14
            2.01
            $2.01
            January
                30, 2009







**Aggregated
      Option Exercises During the Most Recently Completed Financial Year and Financial
      Year-End Option Values**




The
      following table discloses all options exercised during the most
      recently completed financial year by each
      Named Executive Officer and the financial year-end value of unexercised options
      on an aggregated basis.




**NEO
                Name**
              
              **(a)**
            **Securities
                Acquired on Exercise**
              **(#)**
              
              **(b)**
            **Aggregate
                Value Realized**
              **($)**
              
              **(c)**
            **Unexercised
                Options at Financial Year End (#)**
              **Exercisable/**
              **Unexercisable**
              
              **(d)**
            **Value
                of Unexercised in-the-Money Options at Financial Year End**
              **($)**
              **Exercisable/**
              **Unexercisable****(1)**
              
              **(e)**David
                H. Watkins
            200,000
            170,000
            475,000/
              75,000
            297,500/
              NilG.
                Ross McDonald
            Nil
            Nil
            60,000/
              10,000
            38,000/
              NilWilliam
                R. Stanley
            250,000
            191,500
            262,500/
              62,500
            148,750/
              Nil


________________


(1)  The
      dollar values in this column are calculated by determining the difference
      between the market value of the securities underlying the options as at December
      31, 2006 and the exercise price of each of such options.




**Employment
      Contracts**




During
      the most recently completed financial year, there were no employment contracts
      between the Company and any of its subsidiaries and the Named Executive
      Officers.




The
      Company entered into change in control agreements on January 11, 2007 (the
      “Agreements”) with each of David H. Watkins and William R. Stanley. For the
      purposes of the Agreements, a “change of control” is deemed to have occurred in
      the following circumstances:




1.
            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;




2.
            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




3.
            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) two times the annual base salary; (ii) two time the annual bonus; and (iii)
      all vacation pay due and any unpaid bonus’ as at the last day of employment. Mr.
      Watkins is 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.




**Composition
      of the Compensation Committee**




The
      Compensation Committee, on behalf of the Board of Directors of the Company,
      monitors compensation of the executive officers of the Company. Each of Messrs.
      Dickson, Coulter and Hesketh were members of the Compensation Committee during
      the year ended December 31, 2006. None of these individuals is an officer or
      former officer of the Company or any of its subsidiaries.




**Report
      on Executive Compensation**




The
      Compensation Committee is responsible for the review and assessment of
      compensation arrangements for management of the Company and is authorized to
      approve terms of employment, salaries, bonuses, option grants and other
      incentive arrangements for executive officers of the Company and, where
      appropriate, any severance arrangements. The Committee works in conjunction
      with
      the President & Chief Executive Officer on the review and assessment of the
      senior management complement of the Company.




The
      Committee periodically reviews the management development and succession program
      established by management of the Company and the organizational structure for
      management of the Company’s operations. The Committee also periodically reviews
      the adequacy and competitiveness of compensation for the various management
      levels in the Company to ensure that they are equitable and competitive.




The
      Committee reports to the Board of Directors of the Company on its functions
      and
      on the results of its reviews along with any recommendations.




The
      policy underlying the Company’s compensation of its executive officers and other
      senior management is to provide remuneration and incentive arrangements
      competitive with that paid by mining industry counterparts. In addition, the
      Committee’s policy is to encourage support for the Company’s business goals, to
      reward superior performance by the Company as a whole, by its various operating
      divisions and by the individual members of management through an incentive
      bonus
      plan. Compensation for executive officers is comprised primarily of salary,
      supplemented by bonuses as disclosed under “Statement of Executive
      Compensation”.




In
      determining the compensation bases and the appropriate combination of salary,
      bonus and other incentives, the Committee has from time to time relied upon
      the
      advice of outside consultants. Such advice has included the relative
      competitiveness of the Company’s remuneration levels and, with respect to stock
      option grants, the appropriate value to attribute to such grants and the
      appropriate levels of option grants for various members of management. The
      Committee also consults with and considers the recommendations of the President
      & Chief Executive Officer of the Company.




Presented
      by the Compensation Committee:




Glen
      D.
      Dickson, William J. Coulter and James K.B. Hesketh








The
      following table compares, assuming an initial investment of $100, the
      yearly percentage change in cumulative total shareholder return on the common
      shares of the Company against the cumulative total shareholder return of the
      S&P/TSX Composite Index for the Company’s five most recently completed
      financial years.




**Atna
      Resources Ltd. Cumulative Value of a $100 Investment**


**Comparison
      of Cumulative Total Return** **(1)**




December
                31, 2001
            December
                31, 2002
            December
                31, 2003
            December
                31, 2004
            December
                31, 2005
            December
                31, 2006Atna
                Resources Ltd.
            $100.00
            103.45
            193.10
            272.41
            672.41
            465.52S&P/TSX
                Composite
            $100.00
            86.03
            106.93
            120.27
            146.61
            167.89


________________


(1)  Assuming
      an investment of $100 on December 31, 2001.




**COMPENSATION
      OF DIRECTORS**




During
      the year ended December 31, 2006, Directors of the Company were granted options
      to purchase up to an aggregate of 300,000 common shares of the Company
      exercisable for a term of three years from the date of grant at $2.01 per share.
      The President & Chief Executive Officer is excluded from this compensation.




There
      are
      no other arrangements in addition to or in lieu of the above-described fee
      structure under which Directors of the Company were compensated by the Company
      during the most recently completed financial year for their services in the
      capacity as Directors.




**SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**




**Equity
      Compensation Plan Information**




The
      following table set forth relevant information as of December 31, 2006 with
      respect to compensation plans of the Company under which equity securities
      of
      the Company are authorized for issuance.




**Plan
                Category**
            **Number
                of Securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
              
              **(a)**
            **Weighted-average
                exercise price of outstanding options, warrants and
                rights**
              
              **(b)**
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))**
              
              **(c)****Equity
                compensation plans approved by securityholders**
            2,140,000
            1.11
            1,006,364**Equity
                compensation plans not approved by
                securityholders**
            N/A
            N/A
            N/A**Total**
            2,140,000
            1.11
            1,006,364







**INDEBTEDNESS
      OF DIRECTORS AND EXECUTIVE OFFICERS**




Since
      the
      beginning of the last completed financial year of the Company, no Director,
      executive officer, employee, proposed nominee for Director or any associate
      or
      affiliate of any of them or any former executive officer, Director or employee
      of the Company has been indebted to the Company for other than routine
      indebtedness.




**INTEREST
      OF INFORMED PERSONS IN MATERIAL TRANSACTIONS**




None
      of
      the informed persons of the Company, nor any proposed nominee for election
      as a
      Director of the Company, nor any associate or affiliate of the foregoing
      persons, has any material interest, direct or indirect, in any transactions
      since the commencement of the Company’s last completed financial year, or in any
      proposed transaction which, in either case, has or will materially affect the
      Company.




**CORPORATE
      GOVERNANCE PRACTICES**




The
      Board
      of Directors is committed to ensuring that the Company identifies and implements
      effective corporate governance practices. National Policy 58-201, *Corporate
      Governance Guidelines* (the
      “Policy”) establishes corporate governance guidelines which apply to all public
      companies. The Company has reviewed its own corporate governance practices
      in
      view of these guidelines. In most cases, the Company’s practices comply with the
      guidelines, however, the Board of Directors considers that some of the
      guidelines are not suitable for the Company at its current stage of development
      and therefore those guidelines have not been adopted. The Board will continue
      to
      review with management the corporate governance practices of the Company to
      ensure that they are sound practices for effective and efficient decision
      making.




In
      accordance with National Instrument 58-101, *Disclosure
      of Corporate Governance Practices* ,
      the
      Company is required to disclose, on an annual basis, its approach to corporate
      governance. The following is a description of the Company’s approach to
      corporate governance.




**Board
      of Directors**




The
      Board
      considers its composition and size on an ongoing basis. Directors are recruited
      from time to time as necessary with a view to achieving and maintaining a
      majority of independent directors while at the same time maintaining an adequate
      level of industry representation and complementary experience in the mining
      industry and other businesses. The Board of Directors considers that four of
      the
      five current Directors are independent in accordance with the definition of
      “independence” set out in Multilateral Instrument 52-110, *Audit
      Committees* ,
      as it
      applies to the Board of Directors. The four current Directors considered
      independent are Wilson J. Barbour, William J. Coulter, James K.B. Hesketh,
      and
      Glen D. Dickson. David H. Watkins, as President and Chief Executive Officer
      of
      the Company, is the only current Director considered to be not independent.
      Accordingly, the Board considers that a majority of the Directors are
      independent.




The
      following Directors are currently directors of the other issuers that are
      reporting issuers (or the equivalent) in a jurisdiction of Canada or a foreign
      jurisdiction:




**Name
                of Director**
            **Reporting
                Issuer**William
                J. Coulter
            Commander
                Resources Ltd.; Galore Resources Inc.Glen
                D. Dickson
            Gold-Ore
                Resources Ltd.; Cumberland Resources Ltd.; Red Dragon Resources
                Corp.James
                K.B. Hesketh
            Canyon
                Resources Corp.; Apogee Minerals Ltd.David
                H. Watkins
            Golden
                Goose Resources Ltd.; Maudore Minerals Ltd.; Euro Resources
                S.A.




To
      facilitate its exercise of independent judgement in carrying out its
      responsibilities and consistent with the Policy, the Board has provided for
      its
      Audit Committee and its Compensation Committee to be composed solely of
      independent Directors.






The
      independent Directors have not to date held regularly scheduled directors
      meetings at which the non-independent Director and members of management are
      not
      in attendance. The Board, however, did meet without members of management in
      attendance at one Board meeting in the most recently completed financial year.
      This was in circumstances where the Directors felt that certain matters would
      be
      dealt with more effectively without the presence of members of management.
      The
      Audit Committee meets at least quarterly with management in
      attendance.




While
      the
      Board believes it is important, at times, to meet without members of management
      present, there is no indication that open and candid discussion among the
      independent Directors is inhibited by the presence of the non-independent
      Director and the Board believes that their exclusion from regularly scheduled
      meetings is not needed in the present circumstances. However, during the course
      of a Directors’ meeting, if a matter is deemed more effectively dealt with
      without the presence of members of management, the independent Directors ask
      members of management to leave the meeting, and the independent Directors then
      meet *in
      camera* .






Glen
      D.
      Dickson, who is an independent Director, chairs the meetings of the Board.
      A
      description of the responsibilities of the Chair of the Board is set out
      below.






The
      attendance record for each director for all board meetings and for committee
      meetings of which they are a member for the financial year ended December 31,
      2006 is set out below:




**Number
                of Board and**
              **Committee
                Meetings Held**
            **Attendance
                of Directors**Board
                of Directors: 7
              Audit
                Committee: 4
              Compensation
                Committee: 1
            **Director**
            **Board
                Meetings Attended**
            **Committee
                Meetings Attended**William
                J. Barbour
            7
            4William
                J. Coulter
            7
            5Glen
                D. Dickson
            6
            4James
                K.B. Hesketh
            6
            4David
                H. Watkins
            7
            3







**Board
      Mandate**




The
      Board
      of Directors is responsible for providing management with direction on the
      ongoing growth activities of the Company. Directors are required to act and
      exercise their powers with reasonable prudence in the best interest of the
      Company. The Board agrees with and confirms its responsibility for overseeing
      management’s performance in the following particular areas:




(a)
            the
                strategic planning process of the
                Company;




(b)
            identification
                and management of the principal risks associated with the business
                of the
                Company;




(c)
            planning
                for succession of management;




(d)
            the
                Company’s policies regarding communications with its shareholders and
                others; and




(e)
            the
                integrity of the internal controls and management information systems
                of
                the Company.




In
      carrying out its mandate, the Board relies primarily on the management of
      the
      Company to provide the Board with regular detailed reports on the operations
      of
      the Company and its financial position. The Board reviews and assesses these
      reports and other information provided to it at meetings of the full Board
      and
      of its committees. The Company’s President & Chief Executive Officer is a
      member of the Board, giving the Board direct access to information on all areas
      of responsibility. Other management personnel regularly attend Board meetings
      to
      provide information and answer questions. Directors also consult from time
      to
      time with management of the Company.




The
      reports and information provided to the Board include details concerning the
      monitoring and management of the risks associated with the Company’s activities,
      such as compliance with safety standards and legal requirements, environmental
      issues and the financial position and liquidation of the Company. At least
      annually, the Board reviews management’s report on its business and strategic
      plan and any changes with respect to risk management and succession
      planning.




**Position
      Descriptions**




The
      primary role of the Chairman of the Board is to ensure that the meetings of
      the
      Board are timely, organized properly, function effectively and meet obligations
      in accordance with the best practice of corporate governance.




The
      Chairman of each Board Committee is responsible for managing the affairs of
      the
      committee in accordance with best practices of corporate
      governance.




The
      role
      and responsibility of the Chief Executive Officer is to develop and implement
      the Company’s long and short term strategies to conduct financing and
      operational planning processes and to monitor the financial plan against
      performance; to review and implement personnel needs of the Company; to initiate
      and oversee new projects; and to identify risks affecting the Company and to
      develop a plan for their mitigation.




**Orientation
      and Continuing Education**




The
      Board, through management, provides comprehensive information on the Company
      to
      all Directors, including copies of the Company’s key policies, codes and
      mandates, and access to its various operations as may be required. External
      continuing education opportunities are encouraged and brought to the attention
      of Directors. As well, management briefings on the Company’s operations,
      business and key issues are provided on an ongoing basis.




**Ethical
      Business Conduct**




The
      Board
      has adopted a written Code of Business Conduct and Ethics for the Company’s
      Directors, officers and employees. A copy of the Code has been filed on and
      is
      available under the Company’s profile on SEDAR at www.sedar.com or may
      be obtained upon request from the head office of the Company, Suite 510 - 510
      Burrard Street, Vancouver, British Columbia, V6B 3A8. All Company personnel
      are
      encouraged to report violations of the Code in accordance with the procedures
      set forth in the Code.




As
      required under the *Business
      Corporations Act* (British
      Columbia) and the Company’s Articles:




·
            A
                director or executive officer who holds any office or possesses any
                property, right or interest that could result, directly or indirectly,
                in
                the creation of a duty or interest that materially conflicts with
                that
                individual’s duty or interest as a director or executive officer of the
                Company, must promptly disclose the nature and extent of that
                conflict.




·
            A
                director who holds a disclosable interest (as that term is used in
                the*Business
                Corporations Act*)
                in a contract or transaction into which the Company has entered or
                proposes to enter may not vote on any directors’ resolution to approve the
                contract or transaction.




Directors
      or executive officers who have disclosed a material interest in any transaction
      or agreement that the Board is considering abstain from voting on such matters.
      Generally, as a matter of practice, directors or executive officers who have
      disclosed a material interest in any transaction or agreement that the Board
      is
      considering do not take part in any Board discussion respecting that contract
      or
      transaction.




It
      is the
      policy of the Company that all officers, including the President & Chief
      Executive 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 jurisdictions 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, and do not use such confidential
                information acquired in the course of the performance of his or her
                responsibilities, for personal advantage.




6.
            Do
                not compete directly or indirectly with the
                Company.




7.
            Proactively
                promote ethical behaviour among subordinates and
                peers.




8.
            Use
                corporate assets and resources employed or entrusted in a responsible
                manner.




9.
            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.




In
      addition, the Code establishes a mechanism by which employees and others can
      raise their concerns in a confidential manner and free of any discrimination,
      retaliation or harassment. The Company may respond to, and keep records of,
      complaints from employees and others regarding such potential violations or
      concerns.




The
      Board, through discussions at least annually, requires each officer and Director
      to state their compliance with the Company’s Code. The Board is required to
      report in the next quarterly or annual report any departures from the Code.
      There have been no reported departures with respect to conduct by a Director
      or
      executive officer in the past year.




In
      addition to adopting the Company’s Code the Board has adopted a Corporate
      Disclosure Policy that ensures the accurate and timely disclosure of all
      material information. The Audit Committee has adopted a Whistleblower Policy
      to
      establish a procedure for processing complaints received by the Company
      regarding accounting and auditing matters and for allowing for the confidential
      reporting of same by employees without retaliation or adverse employment
      consequences. There have been no reportable complaints regarding accounting
      and
      auditing matters in the past year.




**Nomination
      of Directors**




If
      and
      when the Board determines that its size should be increased or if a Director
      needs to be replaced, a nomination committee comprised entirely of independent
      Directors will be struck. The terms of reference of such a committee are
      expected to include the determination of the independence of the candidate,
      his
      or her experience in the mining business or other specific expertise in an
      area
      of strategic interest to the Company, and compatibility with the other
      Directors. Although no formal policy is in place to identify potential
      candidates, a potential candidate would be required to demonstrate notable
      or
      significant achievements in business, education or public service; possess
      requisite intelligence, education and experience to make a significant
      contribution to the Board and bring a range of skills, diverse perspectives
      and
      backgrounds; and have the highest ethical standards, a strong sense of
      professionalism and intense dedication to serving the interests of the
      shareholders.




**Compensation**




The
      Board
      has appointed a Compensation Committee with responsibility for determining
      the
      compensation of officers within the terms of the Compensation Committee Charter.
      The Compensation Committee has overall responsibility for approving and
      evaluating the management, compensation plans, policies and programs of the
      Company. The Compensation Committee shall consist of no fewer than three
      members, each of whom shall be an independent Director. Currently, the
      Compensation Committee is composed of three members.




On
      an
      ongoing basis, the Board, in consultation with the Compensation Committee,
      considers the adequacy and form of director compensation taking into account
      the
      responsibilities and risks involved in being a Director. The Compensation
      Committee’s duties include: annually reviewing and approving corporate goals and
      objectives relevant to compensation, evaluating 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. In addition,
      the Compensation Committee has the sole authority to retain and terminate any
      compensation consultant to be used to assist in the evaluation of management
      compensation and has the sole authority to approve the consultant’s fees and
      other retention terms, all at the Company’s expense.




The
      Compensation Committee will also annually review and determine the compensation
      of management, including incentive-compensation plans and equity-based plans.
      The Compensation Committee shall annually review and approve, for management
      of
      the Company, certain matters, including: (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. The Compensation
      Committee makes regular reports to the Board with respect to the aforementioned
      reviews.




The
      Compensation Committee is also responsible for the annual review and
      reassessment of the adequacy of the Compensation Committee Charter and
      recommends changes to the Board for approval.




The
      Compensation Committee meets at least once a year and at such other times as
      required. The Committee is authorized to seek any information it requires from
      any employee of the Company and to obtain, at the Company’s expense, outside
      professional advice in order to perform its duties. The Committee did not retain
      any outside services to assist with compensation in the past year.




**Audit
      Committee**




The
      Audit
      Committee, which is composed entirely of independent Directors, is responsible
      for overseeing management’s conduct of the Company’s accounting and financial
      reporting process and systems of internal accounting and financial controls.
      For
      further information regarding the Company’s Audit Committee, please refer to the
      section entitled “Audit Committee” in the Company’s Annual Report on Form 20-F
      dated January 17, 2006 which is available under the Company’s profile on SEDAR
      at www.sedar.com or may
      be obtained upon request from the Corporate Secretary of the Company, Suite
      510
      - 510 Burrard Street, Vancouver, British Columbia, V6B 3A8.




**Assessments**




The
      Board
      is satisfied that given each Director’s extensive public company experience,
      directors are familiar with what is required of them. Frequency of attendance
      at
      Board meetings and the quality of participation in such meetings are two of
      the
      criteria by which the performance of a Director is assessed.




**Shareholder
      Feedback and Liaison**




The
      Company has an Investor Relations Manager for direct communication with
      investors, to maintain a current website ( www.atna.com )
      and to
      respond to toll-free calls (1-800-789-2862) and e-mails at ( info@atna.com )
      and
      filings via SEDAR ( www.sedar.com ).






**ADOPTION
      OF STOCK OPTION PLAN**




In
      1996,
      the Company adopted, with approval from the Company’s shareholders, an incentive
      stock option plan (the “1996 Plan”) pursuant to the policies of the Toronto
      Stock Exchange (the “TSX”). The 1996 Plan has been amended on a number of
      occasions, including most recently at the Annual and Special Meeting of the
      Company held on April 20, 2006.




The
      1996
      Plan, as amended, does not comply with certain policies outlined in the TSX
      Company Manual with respect to security based compensation arrangements. As
      a
      result, on March 16 16 ,
      2007,
      the Board of Directors of the Company approved the adoption of a new stock
      option plan (the “2007 Plan”), subject to shareholder and regulatory approval.
      The 2007 Plan will replace the 1996 Plan and, consequently, no new options
      will
      be granted under the 1996 Plan. Options granted under the 1996 Plan prior to
      the
      adoption of the 2007 Plan will survive until exercise, lapse or termination
      in
      accordance with the provisions of the 1996 Plan.




Key
      provisions of the 2007 Plan include: ******




(a)
            a
                restriction that 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;




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




(i)
            options
                which expire unexercised or are otherwise cancelled will be returned
                to
                the 2007 Plan and may be made available for future option grant pursuant
                to the provisions of the 2007 Plan;




(j)
            optionees
                may, rather than exercise their options, elect to terminate such
                option,
                in whole or in part, and receive either an equivalent number of common
                shares or cash payment in lieu thereof; and




(k)
            the
                Board may, from time to time, subject to applicable law and the prior
                approval, if required, of the TSX or any other applicable regulatory
                body,
                suspend, terminate, discontinue or amend the 2007 Plan and the Board
                may
                amend the 2007 Plan or options granted under it without shareholder
                approval.




Provisions
      of the 2007 Plan described in items (d), (e), (f) and (i) listed above are
      consistent with the provisions contained in the 1996 Plan. Provisions of the
      2007 Plan described in items (a), (g) and (k) in the 2007 Plan differ from
      the
      analogous provisions in the 1996 Plan. There are no provisions in the 1996
      Plan
      analogous to the provision in the 2007 Plan described in items (b), (c), (h)
      and
      (j) above. The full text of the 2007 Plan is set forth in Appendix A to this
      Information Circular.




**Purpose
      of the 2007 Plan**




The
      adoption of the 2007 Plan is intended to further the purpose of the 1996 Plan,
      which is to permit the Company to motivate and reward individuals who contribute
      to the Company’s profitability and to provide those individuals with a
      proprietary interest in the long-term growth and financial success of the
      Company. The Board believes that the 2007 Plan will enhance the ability of
      the
      Company to continue to attract and retain talented individuals in a highly
      competitive industry.




**Significant
      Differences to the 1996 Plan**




The
      2007
      Plan contains changes designed to conform certain provisions in the 2007 Plan
      to
      the TSX rules and regulations relating to security based compensation
      arrangements, as well as changes to the 1996 Plan which the Board considers
      to
      be in the best interests of the Company.




***Maximum
      Shares Available***




As
      of the
      date of this Information Circular, 2,903,800 stock options remain outstanding
      under the 1996 Plan, representing approximately 4.3% of the issued and
      outstanding common shares on a fully diluted basis, and 42,564  common
      shares of the Company remain available for future stock option awards under
      the
      1996 Plan, representing less than 1% of the issued and outstanding common shares
      on a fully diluted basis,. The maximum number of common shares of the Company
      that may be issuable under the 2007 Plan is a number equal to 10% of the number
      of issued and outstanding common shares of the Company on a non-diluted basis
      at
      any time.




***Maximum
      Shares Available to Insiders***




To
      ensure
      that insiders of the Company have the opportunity to vote on certain approvals
      listed in Section 613(a) of the TSX Company Manual, the 2007 Plan restricts
      the
      maximum number of common shares of the Company that under the 2007 Plan are
      issued, or that may be issuable, to insiders (as defined under applicable
      securities law). Under the 2007 Plan, no more than 10% of the total number
      of
      issued and outstanding common shares on a non-diluted basis may be: (i) issuable
      to insiders of the Company pursuant to options granted to insiders under the
      2007 Plan; or (ii) issued to insiders of the Company within any one year period
      pursuant to options granted to insiders under the 2007 Plan.




***Share
      Appreciation Rights***




The
      2007
      Plan introduces the concept of share appreciation rights, which is not provided
      for in the 1996 Plan. Under the share appreciation rights, optionees have the
      right to receive a certain number of common shares calculated pursuant to the
      difference between the fair value of a common share and the option exercise
      price upon exercise or, subject to the consent of the Company, cash payment
      calculated pursuant to section 4.11(b) of the 2007 Plan in lieu of purchasing
      common shares of the Company upon the exercise of the option. The cash
      settlement alternative provides optionees with an alternative means to exercise
      their options and provides the Company with a means of reducing the dilution
      normally associated with option exercises.




***Amending
      Provisions***




The
      amending provisions in the 2007 Plan provide that the Board of Directors of
      the
      Company may, from time to time, subject to the 2007 Plan, applicable law and
      the
      prior approval, if required, of the TSX or any other regulatory body having
      authority, or of the shareholders of the Company, suspend, terminate,
      discontinue or amend the 2007 Plan. The Board may not amend the 2007 Plan
      without the approval of the shareholders of the Company and the TSX with respect
      to the following; (a) altering the maximum number of shares available under
      the
      2007 Plan; (b) amending the terms of an option granted to an insider of the
      Company; (c) extend the expiration term from a blackout period allowance; (d)
      making a change to the class of eligible participants which would have the
      potential of broadening or increasing participation by insiders; (e) adding
      any
      form of financial assistance; or (f) adding a deferred or restricted share
      unit
      or any other provision which results in an eligible participant receiving Shares
      while no cash consideration is received by the Company.




**Shareholder
      Approval**




Pursuant
      to the TSX rules and regulations, the 2007 Plan must be approved and ratified
      by
      the shareholders of the Company every three years.




The
      rules
      of the TSX require that the 2007 Plan be approved by an ordinary resolution
      passed by a majority of the votes cast by holders of common shares of the
      Company present or represented by proxy at the Meeting.




Shareholders
      at the Meeting will be asked to consider and, if thought fit, pass the following
      resolution:




RESOLVED,
      as an ordinary resolution, that:




1.
            the
                2007 Plan as presented to the shareholders at the Meeting be and
                is hereby
                approved to replace the 1996 Plan;
                and




2.
            any
                officer or director of the Company be and is hereby authorized for
                and on
                behalf of the Company to execute, whether under the corporate seal
                of the
                Company or otherwise, and deliver all such documents and instruments,
                and
                to do all such acts or things, as may be necessary or desirable to
                give
                effect to the foregoing.




The
      Board
      of Directors of the Company has determined that the 2007 Plan is in the best
      interests of the Company and its shareholders and therefore recommends that
      shareholders of the Company vote for the resolution approving the 2007 Plan. **Common
      shares represented by proxies in favour of management will be voted in favour
      of
      the 2007 Plan, unless a shareholder has specified in his or her proxy that
      his
      or her common shares are to be voted against the approval of the 2007
      Plan.**




**ADDITIONAL
      INFORMATION**




The
      Company prepares an Annual Report for 2006 that contains the Company’s
      comparative financial statements for the Company’s most recently completed
      financial year, the auditors’ report on such statements and Management’s
      Discussion and Analysis of Financial Results. The Annual Report is filed with
      certain securities commissions across Canada. A copy of the Annual Report and
      this Information Circular, as well as the most recent quarterly financial
      statements subsequent to the Company’s annual financial statements, may be
      obtained upon request from the Secretary of the Company, 510 - 510 Burrard
      Street, Vancouver, British Columbia, V6C 3A8 or are available under the
      Company’s profile on SEDAR at www.sedar.com.




**APPROVAL**




The
      contents and sending of the Notice of Meeting and this Information Circular
      have
      been approved and authorized by the Board of Directors of the
      Company.









**ATNA
      RESOURCES LTD.**




/s/ *“David
      H. Watkins”*


**__________________________________**


David
      H.
      Watkins


President
&
      Chief Executive Officer
























**APPENDIX
      A**




**ATNA
      RESOURCES LTD.**




**STOCK
      OPTION PLAN**









**1.**
            **NAME
                AND PURPOSE OF THE
                PLAN**




1.1.
            Name
                of the Plan




The
      stock
      option plan constituted hereby for directors, officers and Service Providers
      (as
      defined below) of Atna Resources Ltd. (the “ **Company** ”)
      and
      its subsidiaries shall be known as the Atna Resources Stock Option Plan (the
      “ **Plan** ”).
      This
      Plan, effective April 26, 2007, replaces the Stock Option Plan of the Company
      adopted on April 12, 1996, as most recently amended on April 20,
      2006.




1.2.
            Purpose
                of the Plan




The
      purpose of the Plan is to give to directors, officers and Service Providers
      the opportunity
      to participate in the profitability of the Company by
      granting to such individuals options, exercisable over periods of up to five
      years as determined by the Board, to buy common shares of the Company at a
      price
      at least equal to the Market Price (as defined below) prevailing on the date
      the
      option is granted. This opportunity to participate in the profitability of
      the
      Company will facilitate the alignment of the interests of the directors,
      officers and Service Providers of the Company.




In
      addition, the Plan will allow the Company to:




(a)
            offer
                a competitive compensation package offered to directors, officers
                or
                Service Providers with the ability to review the compensation on
                an annual
                basis and grant options accordingly;
                and




(b)
            grant
                options as a form of special consideration for an exceptional contribution
                made to the Company by a director, officer or Service
                Provider.




**2.**
            **INTERPRETATION**




2.1.
            Definitions




In
      this
      Plan, the following terms shall have the following meanings:




“ **Associate** ”
means
      an associate as defined in the *Securities
      Act* .




“ **Blackout
      Period** ”
means
      an interval of time during which the Company has determined that no director,
      officer or Service Provider may trade any securities of the Company because
      they
      may be in possession of confidential information.




“ **Board** ”
means
      the board of directors of the Company and any committees of the board of
      directors to which any or all authority, rights, powers and discretion with
      respect to the Plan has been delegated.




“ **Cause** ”
means
      any act, omission or course of conduct recognized as cause under applicable
      law,
      including, without limitation, embezzlement, theft, fraud, wilful failure to
      follow any lawful directive of the Company and wilful misconduct detrimental
      to
      the interests of the Company.




“ **Change
      of Control** ”
means
      (i) any change in ownership, direct or indirect, of shares of the Company as
      a
      result of which, or following which, a person or group of persons beneficially
      owns, directly or indirectly, or exercises control or direction over shares
      of
      the Company, which would entitle the person or group of persons to cast more
      than 50% of the votes attaching to all shares of the Company that may be cast
      to
      elect directors of the Company; or (ii) the acquisition by a person or a group
      of persons of all or substantially all of the assets of the Company, including
      without limitation, the right to the Company’s reserves.




“ **Company** ”
means
      Atna Resources Ltd. and its successors.




“ **Disability** ”
means
      any disability with respect to an Optionee, which the Board, in its sole and
      unfettered discretion, considers likely to prevent permanently the Optionee
      from:




(a)
            being
                employed or engaged by the Company, its Subsidiaries or another employer,
                in a position the same as or similar to that in which he was last
                employed
                or engaged by the Company or its Subsidiaries;




(b)
            acting
                as a director or officer of the Company or its Subsidiaries;
                or




(c)
            engaging
                in any substantial gainful activity by reason of any medically
                determinable mental or physical impairment that can be expected to
                result
                in death or which has lasted or can be expected to last a continual
                period
                of not less than 12 months.




“ **Employee** ”
means
      any person, including officers and directors, who is an employee of the Company
      or any Subsidiary.




“ **Exchange** ”
means
      the Toronto Stock Exchange or, if the Shares are not listed on the Toronto
      Stock
      Exchange, such other stock exchange on which the Shares are listed that in
      the
      opinion of the Board is the Company’s principal or “home” exchange.




“ **Expiry
      Date** ”
means
      the date set by the Board under Section 3.1 of the
      Plan, as the last date on which an Option may be exercised by the Optionee.




“ **Grant
      Date** ”
means
      the date specified in an Option Agreement as the date on which an Option is
      granted.




“ **Income
      Tax Act** ”
means
      the *Income
      Tax Act* (Canada), as amended, as at the date hereof.




“ **Insider** ”
      means:




(a)
            an
                insider as defined in the Securities Act, other than a person who
                is an
                insider solely by virtue of being a director or senior officer of
                a
                Subsidiary; and




(d)
            an
                Associate of any person who is an insider under section
                (a).




“ **Market
      Price** ”
of
      Shares at any Grant Date means:




(a)
            subject
                to paragraph (b), the volume weighted average trading price of the
                Shares,
                calculated by dividing the total value of Shares traded by the total
                volume of Shares traded for the five trading days immediately preceding
                the Grant Date on the Exchange; or




(b)
            if
                the Shares are not listed on any stock exchange, the price per Share
                on
                the over-the-counter market determined by dividing the aggregate
                sale
                price of the Shares sold by the total number of such Shares so sold
                on the
                applicable market for the last day prior to the Grant Date.




“ **Option** ”
means
      an option to purchase Shares granted pursuant to this Plan.




“ **Option
      Agreement** ”
means
      an agreement, in the form attached hereto as Schedule A, whereby the Company
      grants to an Optionee an Option.




“ **Option
      Price** ”
means
      the price per Share specified in an Option Agreement, adjusted from time to
      time
      in accordance with the provisions of Section 5 .




“ **Option
      Shares** ”
means
      the aggregate number of Shares, which an Optionee may purchase under an
      Option.




“ **Optionee** ”
means
      each of the directors, officers and Service Providers granted an Option pursuant
      to this Plan and their heirs, executors and administrators and, subject to
      the
      policies of the Exchange, an Optionee may also be a corporation wholly-owned
      by
      an individual eligible for an Option grant pursuant to this Plan.




“ **Plan** ”
means
      this Atna Resources Stock Option Plan, as amended from time to time in
      accordance with the provisions hereof.




“ ***Securities
      Act*** ”
means
      the *Securities
      Act* ,
      (Ontario), as amended, as at the date hereof.




“ **Service
      Provider** ”
      means:




(a)
            an
                employee or Insider of the Company or any of its
                Subsidiaries;




(b)
            any
                other person or Company engaged to provide ongoing management or
                consulting services for the Company, or for any entity controlled
                by the
                Company, for an initial, renewable or extended period of twelve months
                or
                more; and




(c)
            any
                person who is providing ongoing management or consulting services
                to the
                Company or to any entity controlled by the Company indirectly through
                a
                Company that is a Service Provider under section
                (b).




“ **Shares** ”
means
      the Common Shares in the capital of the Company as constituted on the date
      of
      this Plan provided that, in the event of any adjustment pursuant to Section 5 ,
      “Shares” shall thereafter mean the shares or other property resulting from the
      events giving rise to the adjustment.




“ **Subsidiary** ”
      means any
      corporation or company of which outstanding securities to which are attached
      more than 50% of the votes that may be cast to elect directors thereof are
      held
      (provided that such votes are sufficient to elect a majority of such directors),
      other than by way of security only, by or for the benefit of the Company and/or
      by or for the benefit of any other corporation or company in like relation
      to
      the Company, and includes any corporation or company in like relation to a
      Subsidiary .




“ **Unissued
      Option Shares** ”
means
      the number of Shares, at a particular time, which have been allotted for
      issuance upon the exercise of an Option but which have not been issued, as
      adjusted from time to time in accordance with the provisions of Section 5 ,
      such
      adjustments to be cumulative.




“ **Vested** ”
means
      that an Option has become exercisable in respect of a number of Option Shares
      by
      the Optionee pursuant to the terms of the Option Agreement.




2.2.
            Number
                and Gender




This
      Plan
      shall be read with all changes in number and gender required by the
      context.




2.3.
            Sections




A
      reference to a Section includes all subsections in that Section, unless the
      context otherwise requires.




2.4.
            Currency




Unless
      the context otherwise requires or the Board determines otherwise, all references
      to currency shall be to the lawful money of Canada.




**3.**
            **GRANT
                OF OPTIONS AND ADMINISTRATION OF THE
                PLAN**




3.1.
            Option
                Terms




The
      Board
      may from time to time authorize the issue of Options to directors, officers
      and
      Service Providers of the Company and its Subsidiaries on the terms and subject
      to the conditions set out in this Plan and any additional terms and conditions
      imposed by the Company and set out in the Option Agreement as determined by
      the
      Board in its sole and unfettered discretion. Notwithstanding any terms imposed
      by the Company, the Option Price under each Option shall be not less than the
      Market Price on the Grant Date or such other minimum price as may be required
      by
      the Exchange, the Expiry Date for each Option shall be set by the Board at
      the
      time of issue of the Option and shall not be more than five years after the
      Grant Date, subject to the Blackout Period Extension Term, and Options shall
      not
      be assignable (or transferable) by the Optionee. For greater certainty, the
      Board shall not be permitted to amend the Option Price except as set out in
      Section 5 of this
      Plan.




3.2.
            Blackout
                Period Allowance.




In
      the
      event that the Expiry Date of an Option granted under the Plan occurs during
      a
      Blackout Period or within 5 business days thereafter, such Option will continue
      to be exercisable under the terms of the Plan up to 5:00 p.m. (Vancouver time)
      on the tenth business day following the end of such Blackout Period (the
“Blackout Expiration Term”).




Notwithstanding
      the foregoing, if at the time the Optionee ceases to be a director, officer
      or
      Service Provider due to early retirement, voluntary resignation or termination
      by the Company for reasons other than Cause, there is a Blackout Period, or
      if
      at any time during the 30 day period set out in Sections 4.4(c)(ii) and 4.4(c)(iii) ,
      there
      is a Blackout Period, then in calculating the time that the Option then held
      by
      the Optionee shall be exercisable to acquire any Unissued Option Shares that
      have Vested, the portion of such 30 day period that remains upon the
      commencement of a Blackout Period shall be in addition to any such Blackout
      Period.




3.3.
            Limits
                on Shares Issuable on Exercise of
                Options




Subject
      to Section 5.1 ,




(a)
            the
                maximum number of Option Shares that may be issuable pursuant to
                Options
                granted under the Plan, which options are outstanding but unexercised
                and
                whether or not they are Vested, shall be a number equal to 10% of
                the
                number of issued and outstanding Shares on a non-diluted basis at
                any
                time;




(b)
            without
                the prior approval of the shareholders of the Company, the number
                of
                Option Shares which may be issuable pursuant to Options granted to
                Insiders under the Plan shall not exceed 10% of the total number
                of issued
                and outstanding Shares on a non-diluted basis;
                and




(c)
            without
                the prior approval of the shareholders of the Company, the number
                of
                Option Shares which are issued pursuant to Options granted to Insiders
                under the Plan, within a one-year period shall not exceed 10% of
                the total
                number of issued and outstanding Shares on a non-diluted
                basis.




For
      the
      purposes of this Section 3.3, Shares issued pursuant to an entitlement granted
      prior to the grantee becoming an Insider may be excluded in determining the
      number of Shares issuable to Insiders. For the purposes of this Section 3.3,
      the
      total number of “issued and outstanding Shares” is determined on the basis of
      the number of Shares that are issued and outstanding immediately prior to the
      grant of Options in question.




3.4.
            Option
                Agreements




Each
      Option shall be confirmed by the execution of an Option Agreement. Each Optionee
      shall have the option to purchase from the Company the Option Shares at the
      time
      and in the manner set out in the Plan and in the Option Agreement applicable
      to
      that Optionee. The execution of an Option Agreement shall constitute conclusive
      evidence that the grant of Options to the Optionee has been completed in
      compliance with the Plan.




3.5.
            Authority
                of the Board




Subject
      only to the express provisions of the Plan and the requirements of any stock
      exchange on which the shares are listed, the Board shall have, and hereby is
      specifically granted, the sole and unfettered authority:




(a)
            to
                grant Options to directors, officers and Service Providers and to
                determine the terms of, and the limitations, restrictions and conditions
                upon, such grants;




(b)
            to
                authorize any officer to execute and deliver any Option Agreement,
                notice,
                commitment or document and to do any other act as contemplated by
                the Plan
                for and on behalf of the Company;




(c)
            to
                interpret the Plan and to adopt, amend and rescind such administrative
                guidelines and other rules and regulations relating to the Plan as
                it may
                from time to time deem advisable;




(d)
            to
                make all other determinations and perform all such other actions
                as the
                Board deems necessary or advisable to implement and administer the
                Plan;
                and




(e)
            to
                delegate to the compensation committee or any other committee of
                the
                Board, on such terms as the Board in its discretion determines, all
                or any
                part of the authority of the Board hereunder to administer and implement
                the Plan.




3.6.
            Discretion
                of the Board




The
      determinations of the Board under the Plan (including, without limitation,
      determinations of Service Providers who may receive grants of Options and the
      amount and timing of such grants), need not be uniform and may be made by the
      Board selectively among directors, officers and Service Providers who receive,
      or are eligible to receive, grants of Options under the Plan, whether or not
      such directors, officers and Service Providers are similarly situated as to
      office, length of service, salary or any other factor. The Board may, in its
      discretion, authorize the granting of additional Options to an Optionee before
      an existing Option has terminated.




3.7.
            Interpretation
                of the Plan




Except
      as
      set forth in Section 5.4 ,
      the
      interpretation and construction of any provision of the Plan by the Board shall
      be final and conclusive. Administration of the Plan shall be the responsibility
      of the appropriate officers of the Company and the Company shall pay all costs
      in respect thereof. All
      guidelines, rules, regulations, decisions and interpretations of the Board
      respecting the Plan, the Option Agreement or the Options shall be binding and
      conclusive on the Company and on all Optionees and their respective legal
      personal representatives.




**4.**
            **EXERCISE
                OF OPTION****S**




4.1.
            When
                Options May be Exercised




Subject
      to this Section 4 ,
      an
      Option may be exercised to purchase any number of Option Shares up to the number
      of Unissued Option Shares that have Vested at any time after the Grant Date
      up
      to the close of business in the location where the Company has its principal
      executive office on the Expiry Date and shall not be exercisable
      thereafter.




4.2.
            Manner
                of Exercise




The
      Option shall be exercisable by delivering, prior to the Expiry Date, to the
      Company at the principal executive office of the Company, a notice specifying
      the number of Option Shares in respect of which the Option is exercised together
      with payment in full of the Option Price for each such Option Share. Upon notice
      and payment, there will be a binding contract for the issue of the Option Shares
      in respect of which the Option is exercised, on and subject to the provisions
      of
      the Plan. Delivery of the Optionee’s cheque payable to the Company in the amount
      of the Option Price shall constitute payment of the Option Price unless the
      cheque is not honoured upon presentation in which case the Option shall not
      have
      been validly exercised. All Option Shares subscribed for on exercise of the
      Option shall be paid in full at the time of subscription. Under
      no
      circumstances shall the Company be obliged to issue any fractional Shares upon
      the exercise of an Option. To the extent that an Optionee would otherwise have
      been entitled to receive, on the exercise or partial exercise of an Option,
      a
      fraction of a Share in any year, the Option shall be cancelled with respect
      to
      such fraction.




4.3.
            Vesting
                of Option Shares




The
      Board
      may determine and impose terms upon which each Option shall become Vested in
      respect of Option Shares.




4.4.
            Termination
                of Employment or Affiliation




If
      an
      Optionee ceases to be a director, officer or Service Provider of the Company,
      his or her Option shall be exercisable as follows:




(a)
            Death,
                Disability or Retirement.
                If the Optionee ceases to be a director, officer or Service Provider
                of
                the Company or a Subsidiary, due to his or her death, Disability
                or
                retirement in accordance with the Company’s retirement policy in force
                from time to time, or, in the case of an Optionee that is a Company,
                the
                death, Disability or retirement of the person who provides management
                or
                consulting services to the Company or to any entity controlled by
                the
                Company, the Option then held by the Optionee shall be exercisable
                to
                acquire Unissued Option Shares that have Vested at the time of death,
                Disability or retirement at any time up to but not after the earlier
                of:




(i)
            365
                days after the date of death, Disability or retirement; and




(ii)
            the
                Expiry Date;




(b)
            Termination
                For Cause.
                If the Optionee, or the Optionee’s employer in the case of an Option
                granted to an Optionee who falls under the definition of Service
                Provider,
                ceases to be a director, officer or Service Provider of the Company
                or a
                Subsidiary as a result of termination for Cause, any outstanding
                Option
                held by such Optionee on the date of such termination, whether in
                respect
                of Option Shares that are Vested or not, shall be cancelled as of
                the date
                of delivery of written notice of termination (and specifically without
                regard to the date any period of reasonable notice, if any, would
                expire);
                and




(c)
            Early
                Retirement, Voluntary Resignation or Termination Other than For
                Cause.
                If the Optionee, or the Optionee’s employer in the case of an Option
                granted to an Optionee who falls under the definition of Service
                Provider,
                ceases to be a director, officer or Service Provider of the Company
                or a
                Subsidiary due to his or her retirement at the request of his or
                her
                employer earlier than the normal retirement date under the Company’s
                retirement policy then in force, or due to his or her voluntary
                resignation or due to the termination of his or her employment by
                the
                Company for reasons other than Cause, the Option then held by the
                Optionee
                shall be exercisable, subject to subsection (d), to acquire Unissued
                Option Shares that have Vested at the time of retirement, resignation
                or
                termination for reasons other than Cause, at any time up to but not
                after
                the earlier of:




(i)
            the
                Expiry Date;




(ii)
            30
                days after the Optionee, or the Optionee’s employer in the case of an
                Option granted to an Optionee who falls under the definition of Service
                Provider, ceases active employment as a director, officer or Service
                Provider of the Company or a Subsidiary;
                and




(iii)
            30
                days after the date of delivery of written notice of retirement,
                resignation or termination (and specifically without regard to the
                date
                any period of reasonable notice, if any, would expire).




For
      greater certainty, an Option that had not become Vested in respect of any
      Unissued Option Shares at the time that the relevant events referred to in
      Sections 4.4(a) , 4.4(b) or 4.4(c) occurred, shall not be or become exercisable in respect of such Unissued Option
      Shares and shall be cancelled.




4.5.
            Effect
                of a Take-Over Bid




If
      a bona
      fide offer (an **“Offer”)** for
      Shares is made to the Optionee or to shareholders of the Company generally,
      or
      to a class of shareholders which includes the Optionee, which Offer, if accepted
      in whole or in part, would result in the offeror becoming a control person
      of
      the Company, within the meaning of the *Securities
      Act* ,
      the
      Company shall, immediately upon receipt of notice of the Offer, notify each
      Optionee of full particulars of the Offer.




Upon
      such
      notification, all Options will become Vested and each Option may be exercised
      in
      whole or in part by the Optionee so as to permit the Optionee to tender the
      Option Shares received upon such exercise pursuant to the Offer.




However,
      if:




(a)
            the
                Offer is not completed within the time specified therein; or




(b)
            all
                of the Option Shares tendered by the Optionee pursuant to the Offer
                are
                not taken up or paid for by the offeror in respect
                thereof,




then
      the
      Option Shares received upon such exercise, or in the case of Section 4.5(b) the
      Option Shares that are not taken up and paid for, shall be returned by the
      Optionee to the Company and reinstated as authorized but Unissued Option Shares
      and, with respect to such returned Option Shares, the Option shall be reinstated
      as if it had not been exercised and the terms for such Options becoming Vested
      shall be reinstated pursuant to Section 4.3 .
      If any
      Options are returned to the Company under this Section 4.5 ,
      the
      Company shall immediately refund the exercise price to the Optionee for such
      Option Shares.




4.6.
            Acceleration
                of Expiry Date




If
      at any
      time when an Option granted under the Plan remains unexercised with respect
      to
      any Unissued Option Shares, an Offer is made by an offeror, the Board may,
      upon
      notifying each Optionee of full particulars of the Offer, declare that all
      Options granted under the Plan be Vested and accelerate the Expiry Date for
      the
      exercise of all unexercised Options granted under the Plan so that all Options
      will either be exercised or expire prior to the date upon which Shares must
      be
      tendered pursuant to the Offer.




4.7.
            Effect
                of a Change of Control




If
      a
      Change of Control occurs, the timing of when an Option granted under the Plan
      will become Vested may be accelerated in accordance with any agreement between
      the Company and an Optionee.




4.8.
            Exclusion
                From Severance Allowance, Retirement Allowance or Termination Settlement




If
      the
      Optionee, or the Optionee’s employer in the case of an Option granted to an
      Optionee who falls under the definition of Service Provider, retires, resigns
      or
      is terminated from employment or engagement with the Company or any Subsidiary,
      the loss or limitation, if any, pursuant to the Option Agreement with respect
      to
      the right to purchase Option Shares which were not Vested at that time or which,
      if Vested, were cancelled, shall not give rise to any right to damages and
      shall
      not be included in the calculation of nor form any part of any severance
      allowance, retiring allowance or termination settlement of any kind whatsoever
      in respect of such Optionee.




4.9.
            Shares
                Not Acquired




Any
      Unissued Option Shares not acquired by an Optionee under an Option, which have
      expired or have been cancelled, may be made the subject of a further Option
      grant pursuant to the provisions of the Plan.




4.10.
            Right
                to Participate in New Issues




To
      the
      extent that shareholders of the Company are entitled to participate in new
      issues of Shares, an Optionee, with respect to Vested Options held by such
      Optionee, shall not be entitled to participate in respect of such Vested
      Options, unless such Optionee first exercises the Vested Options and converts
      such Vested Options to Option Shares in accordance with the terms of the Plan
      and the Option.




4.11.
            Share
                Appreciation Rights




An
      Optionee may, rather than exercise any Option which such Optionee is entitled
      to
      exercise under the Plan, elect to terminate such Option, in whole or in part,
      and elect either:




(a)
            to
                receive the number of Shares, disregarding fractions, which, when
                multiplied by the fair value of a Share (which shall be the weighted
                average price of the Shares on the Exchange for the five trading
                days
                immediately preceding the date of termination of the Optionpursuant
                to this Section4.11),
                have a value equal to the product of the number of Option Shares
                to which
                the Option so terminated relates multiplied by the difference between
                the
                fair value of a Share, determined as provided above, and the Option
                Price
                of the Option so terminated; or




(b)
            with
                the consent of the Company, to receive a cash payment, payable by
                cheque,
                equal to the product of the number of Option Shares to which the
                Option so
                terminated relates multiplied by the difference between the fair
                value of
                a Share (which shall be the weighted average price of the Shares
                on the
                Exchange for the five trading days immediately preceding the date
                of
                termination of the Option pursuant to this Section4.11)
                and the Option Price of the Option so
                terminated.




**5.**
            **ADJUSTMENT
                OF OPTION PRICE AND NUMBER OF OPTION
                SHARES**




5.1.
            Share
                Reorganization




Whenever
      the Company issues Shares to all or substantially all holders of Shares by
      way
      of a stock dividend or other distribution, or subdivides all outstanding Shares
      into a greater number of Shares, or combines or consolidates all outstanding
      Shares into a lesser number of Shares (each of such events being a “ **Share
      Reorganization** ”),
      then
      effective immediately after the effective date for such Share Reorganization
      for
      each Option:




(a)
            the
                Option Price will be adjusted to a price per Option Share which is
                the
                product of:




(i)
            the
                Option Price in effect immediately before that effective date;and




(ii)
            a
                fraction the numerator of which is the total number of Shares outstanding
                on that effective date before giving effect to the Share Reorganization,
                and the denominator of which is the total number of Shares that are
                or
                would be outstanding immediately after such effective date after
                giving
                effect to the Share Reorganization;and




(b)
            the
                number of Unissued Option Shares will be adjusted by multiplying
                (i) the
                number of Unissued Option Shares immediately before such effective
                date by
                (ii) a fraction which is the reciprocal of the fraction described
                in
                section5.1(a)(ii).




5.2.
            Special
                Distribution




Subject
      to the prior approval of the Exchange, whenever the Company issues by way of
      a
      dividend or otherwise distributes to all or substantially all holders of
      Shares:




(a)
            shares
                of the Company, other than Shares;




(b)
            evidences
                of indebtedness;




(c)
            any
                cash or other assets, excluding cash dividends (other than cash dividends
                which the Board has determined to be outside the normal course);
                or




(d)
            rights,
                options or warrants,




then
      to
      the extent that such dividend or distribution does not constitute a Share
      Reorganization (any of such non-excluded events being a “ **Special
      Distribution** ”),
      and
      effective immediately after the effective date at which holders of Shares are
      determined for purposes of the Special Distribution, for each Option the Option
      Price will be reduced, and the number of Unissued Option Shares will be
      correspondingly increased, by such amount, if any, as is determined by the
      Board
      in its sole and unfettered discretion to be appropriate in order to properly
      reflect any diminution in value of the Shares as a result of such Special
      Distribution.




5.3.
            Corporate
                Organization




Whenever
      there is:




(a)
            a
                reclassification of outstanding Shares, a change of Shares into other
                shares or securities, or any other capital reorganization of the
                Company,
                other than as described in sections5.1or5.2;




(b)
            a
                consolidation, merger or amalgamation of the Company with or into
                another
                Company resulting in a reclassification of outstanding Shares into
                other
                shares or securities or a change of Shares into other shares or
                securities; or




(c)
            a
                transaction whereby all or substantially all of the Company’s undertaking
                and assets become the property of another
                Company,




(any
      such
      event being a “ **Corporate
      Reorganization** ”)




the
      Optionee will have an option to purchase (at the times, for the consideration
      and subject to the terms and conditions set out in the Plan) and will accept
      on
      the exercise of such option, in lieu of the Unissued Option Shares which he
      or
      she would otherwise have been entitled to purchase, the kind and amount of
      shares or other securities or property that he or she would have been entitled
      to receive as a result of the Corporate Reorganization if, on the effective
      date
      thereof, he or she had been the holder of all Unissued Option Shares or, if
      appropriate, as otherwise determined by the Board.




5.4.
            Determination
                of Option Price and Number of Unissued Option
                Shares




If
      any
      questions arise at any time with respect to the Option Price or number of
      Unissued Option Shares deliverable upon exercise of an Option following a Share
      Reorganization, Special Distribution or Corporate Reorganization, such questions
      shall be conclusively determined by the Company’s auditors or, if the Company’s
      auditors decline to so act, any other firm of nationally or internationally
      recognized chartered accountants in Canada that the Board may designate and
      who
      will have access to all appropriate records, and such determination will be
      binding upon the Company and all Optionees.




5.5.
            Compliance
                with Regulatory Authorities




Notwithstanding
      Sections 5.1 , 5.2 or 5.3 ,
      in the
      event of any reorganization (including, without limitation, consolidation,
      sub-division, reduction or return of the issued capital of the Company), on
      or
      prior to the Expiry Date, the rights of the Optionee will be changed to the
      extent necessary at the time of such reorganization, in such manner as
      determined by the Board, to ensure compliance with the policies of the Exchange
      that apply to a reorganization of capital at the time of such reorganization.
      For greater certainty, any adjustment to the Option Price or the number of
      Unissued Option Shares purchasable under the Plan pursuant to the operation
      of
      any one of Sections 5.1 , 5.2 or 5.3 is
      subject to the approval of the Exchange and any other governmental authority
      having jurisdiction.




**6.**
            **MISCELLANEOUS**




6.1.
            Right
                to Employment




Neither
      this Plan nor any of the provisions hereof shall confer upon any Optionee any
      right with respect to employment, engagement or appointment or continued
      employment, engagement or appointment with the Company or any Subsidiary or
      interfere in any way with the right of the Company or any Subsidiary to
      terminate such employment, engagement or appointment.




6.2.
            Related
                Rights and Other Benefit Plans




No
      Optionee shall have any of the rights of a shareholder of the Company with
      respect to any Option Shares (including,
      without limitation, voting rights or any right to receive dividends, warrants
      or
      rights under any rights offering )
      until
      such Option Shares have been issued to such Optionee upon exercise of the Option
      and the Optionee has made full payment to the Company. Participation in the
      Plan
      shall not affect a director, officer or Service Provider’s eligibility to
      participate in any other benefit or incentive plan of the Company. The grant
      of
      any Option pursuant to this Plan shall not obligate the Company to make any
      benefit available to a director, officer or Service Provider under any other
      plan of the Company unless otherwise specifically provided for in such
      plan.




6.3.
            Necessary
                Approvals




The
      Plan
      shall be effective only upon the approval of the shareholders of the Company.
      The obligation of the Company to sell and deliver Option Shares in accordance
      with the Plan is subject to the approval of the Exchange and any other
      regulatory body having authority over the Company, the Plan or the shareholders
      of the Company. If any Option Shares cannot be issued to any Optionee for any
      reason, including, without limitation, the failure to obtain such approval,
      then
      the obligation of the Company to issue such Option Shares shall terminate and
      any Option Price paid by an Optionee to the Company shall be immediately
      refunded to the Optionee by the Company.




6.4.
            Income
                Taxes




As
      a
      condition of and prior to participation in the Plan, any Optionee shall on
      request by the Company authorize the Company in writing to withhold from any
      remuneration otherwise payable to him or her any amounts required by any taxing
      authority to be withheld for taxes of any kind as a consequence of his or her
      participation in the Plan.




6.5.
            Amendments
                to the Plan




(a)
            The
                Board may from time to time, subject to applicable law and to the
                prior
                approval, if required, of the Exchange or any other regulatory body
                having
                authority over the Company, the Plan or the shareholders of the Company,
                suspend, terminate or discontinue the Plan at any
                time.




(b)
            The
                Board may amend or revise the terms of the Plan or of any Option
                granted
                under the Plan and the Option Agreement relating thereto at any time
                without the consent of the Participants provided that such amendment
                shall:




(i)
            not
                adversely alter or impair any Option previously granted except as
                permitted by the adjustment provisions of Section
                5;




(ii)
            be
                subject to any regulatory approvals including, where required, the
                approval of the Exchange; and




(iii)
            be
                subject to shareholder approval, where required, by law or the
                requirements of the Exchange, provided that shareholder approval
                shall not
                be required for the following amendments and the Board may make any
                of the
                following amendments:




A.
            amendments
                of a typographical, grammatical, clerical or administrative nature
                or
                which are required to comply with regulatory
                requirements;




B.
            a
                change to the vesting provisions of the Plan or any
                Option;




C.
            a
                change to the termination provisions of any Option that does not
                entail an
                extension beyond the original expiration date (as such date may be
                extended by virtue of Section 4.4(d)) for a Blackout Period;
                and




D.
            a
                change to the eligible participants of the
                Plan.




(c)
            Notwithstanding
                this Section6.5,
                the Board shall not be permitted to amend the Option Price except
                as set
                out in Section5of
                this Plan.If
                the Plan is terminated, the provisions of the Plan and any administrative
                guidelines and other rules and regulations adopted by the Board and
                in
                force on the date of termination will continue in effect as long
                as any
                Option or any rights pursuant thereto remain outstanding and,
                notwithstanding the termination of the Plan, the Board shall remain
                able
                to make such amendments to the Plan or the Options as they would
                have been
                entitled to make if the Plan were still in
                effect.




(d)
            The
                Board, absent prior approval of the shareholders of the Company and
                of the
                Exchange or any other regulatory body having authority over the Company,
                will not be entitled to:




(i)
            increase
                the maximum percentage of Shares issuable by the Company pursuant
                to the
                Plan;




(ii)
            amend
                an Option grant for an Option held by an Insider to effectively reduce
                the
                Exercise Price, or to extend the Expiry
                Date;




(iii)
            the
                extension of the Blackout Expiration Term provided for in Section
                3.2;




(iv)
            make
                a change to the class of eligible participants which would have the
                potential of broadening or increasing participation by
                Insiders;




(v)
            add
                any form of financial assistance;
                or




(vi)
            add
                a deferred or restricted share unit or any other provision which
                results
                in an eligible participant receiving Shares while no cash consideration
                is
                received by the Company.




6.6.
            Agreement
                of Optionee




Each
      grant of an Option under the Plan shall be subject to the requirement that
      if at
      any time the Board shall determine that any agreement, undertaking or other
      action or co-operation on the part of an Optionee, including in respect to
      a
      disposition of the Option Shares, is necessary or desirable as a condition
      of,
      or in connection with (a) the listing, registration or qualification of the
      Shares subject to the Plan upon any stock exchange or under the laws of any
      applicable jurisdiction, or (b) obtaining a consent or approval of any
      governmental or other regulatory body, the exercise of such Option and the
      issue
      of Option Shares thereunder may be deferred in whole or in part by the Board
      until such time as the agreement, undertaking or other action or co-operation
      shall have been obtained in a form and on terms acceptable to the
      Board.




6.7.
            Form
                of Notice




Any
      notice to be given to the Company pursuant to the provisions of this Plan shall
      be addressed to the Company to the attention of its Corporate Secretary at
      the
      Company’s principal executive office, and any notice to be given to an Optionee
      shall be delivered personally or addressed to him at the address set out in
      the
      Option Agreement, or at such other address as such Optionee may hereafter
      designate in writing to the Company. Any such notice shall be deemed duly given
      when made in writing and delivered to the Company or the Optionee, as the case
      may be, or if mailed, then on the fifth business day following the date of
      mailing such notice in a properly sealed envelope addressed as aforesaid,
      registered or certified mail, postage prepaid, in a post office or post office
      branch maintained in Canada.




6.8.
            No
                Representation or Warranty




The
      Company makes no representation or warranty as to the future market value of
      the
      Shares or with respect to any income tax matters affecting the Optionee
      resulting from the grant or exercise of an Option and/or transactions in the
      Optionee Shares. Neither the Company, nor any of its directors, officers or
      employees are liable for anything done or omitted to be done by such person
      or
      any other person with respect to the price, time, quantity or other conditions
      and circumstances of the purchase or sale of Option Shares hereunder, with
      respect to any fluctuations in the market price of Shares or in any other manner
      related to the Plan.




6.9.
            Compliance
                with Applicable Law




If
      any
      provision of the Plan or any Option Agreement contravenes any law or any order,
      policy, by-law or regulation of the Exchange or any other regulatory body having
      authority over the Company, the Plan or the shareholders of the Company, then
      such provision shall be deemed to be amended to the extent required to bring
      such provision into compliance therewith.




6.10.
            No
                Assignment




No
      Option
      shall be assignable or transferable by the Optionee and any purported assignment
      or transfer of an Option shall be void and shall render the Option void,
      provided that in the event of death of the Optionee, an Optionee’s legal
      personal representative may exercise the Option in accordance with Section 4.4 .




6.11.
            Conflict




In
      the
      event of any conflict between the provisions of this Plan and an Option
      Agreement, the provisions of this Plan shall govern.




6.12.
            Governing
                Law




The
      laws
      of the Province of British Columbia shall govern the Plan and each Option
      Agreement issued pursuant to the Plan.




6.13.
            Time
                of Essence




Time
      is
      of the essence of this Plan and of each Option Agreement. No extension of time
      will be deemed to be, or to operate as, a waiver that time is to be of the
      essence.




6.14.
            Entire
                Agreement




This
      Plan
      and the Option Agreement sets out the entire agreement between the Company
      and
      the Optionees relative to the subject matter hereof and supersedes all prior
      agreements, undertakings and understandings, whether oral or
      written.









15


**APPENDIX
      A**




**ATNA
      RESOURCES LTD.**




**STOCK
      OPTION PLAN**




**OPTION
      AGREEMENT**









This
      Option Agreement is entered into between Atna Resources Ltd. (the “Company”) and
      the Optionee named below pursuant to the Atna Resources Stock Option Plan (the
      “Plan”), a copy of which is attached hereto, and confirms that:




1.  on   ,  ;




2.  (the
“Optionee”);




3.
            was
                granted the option (the “Option”) to purchase Common Shares (the “Option
                Shares”) of the Company;




4.
            for
                the price of
                $per
                share (the “Option Price”);




5.
            which
                shall be exercisable (“Vested”) in whole or in part in the following
                amounts on or after the following
                dates:





.




6.  terminating
      on the   ,   ;




7.
            on
                the terms and subject to the conditions set out in the Plan and the
                following additional conditions imposed by the
                Board:








For
      greater certainty, once Options have become Vested, they continue to be
      exercisable until the termination or cancellation thereof as provided in this
      Option Agreement and the Plan.




The
      Optionee acknowledges that while the Plan does not permit Options representing
      more than 5% of the issued and outstanding Shares of the Company on a
      non-diluted basis be granted to an Insider, the Insider may, because of other
      shareholdings, hold more than 10% of the Company’s issued and outstanding
      Shares. The Optionee further acknowledges that in the event the Optionee owns
      more than 10% of the Company’s issued and outstanding Shares, the Optionee may
      be a “specified shareholder” as defined in the *Income
      Tax Act* (Canada)
      and that one consequence of “specified shareholder” status is that the Optionee
      will not be able to defer tax on the employee stock option benefit upon the
      exercise of his or her Options.




A-







By
      signing this Option Agreement, the Optionee acknowledges that the Optionee
      has
      read and understands the Plan and agrees to the terms and conditions of the
      Plan
      and this Option Agreement.






**IN
      WITNESS WHEREOF** the
      parties hereto have executed this Option Agreement as of the ______ day of   ,   .


****






****
            ****
            **ATNA
              RESOURCES LTD.****OPTIONEE**By:Authorized
              Signatory