ANNUAL CONSOLIDATED FINANCIAL STATEMENTS



December 31, 2013

(Expressed in United States Dollars, except
where noted)



14142 Denver West Parkway, Suite 250, Golden,
Colorado 80401

Telephone: 303.278.8464   Facsimile: 303.279.3772  
Toll Free: 1.877.692.8182   email: atna@atna.com    www.atna.com











INDEX TO

CONSOLIDATED FINANCIAL STATEMENTS



Consolidated Financial Statements



The following audited consolidated financial
statements have been prepared by Atna Resources Ltd. (the “Company”) pursuant to International Financial Reporting
Standards (“IFRS”). The consolidated financial statements have been prepared in United States dollars (“USD”,
or “$”), except for certain footnote disclosures that are reported in Canadian dollars (“CAD” or “C$”).



|Report of Independent Registered Public Accounting Firm               | Page 3    
|--------------------------------------------------------------------- | ----------
|                                                                      |           
|Consolidated Balance Sheets                                           | Page 4    
|                                                                      |           
|Consolidated Statements of Operations and Comprehensive Income (Loss) | Page 5    
|                                                                      |           
|Consolidated Statement of Changes in Shareholders’ Equity             | Page 6    
|                                                                      |           
|Consolidated Statements of Cash Flows                                 | Pages 7-8 
|                                                                      |           
|Notes to the Annual Consolidated Financial Statements                 | Pages 9-40



2







INDEPENDENT
AUDITORS’ REPORT



| | 7979 E. Tufts Avenue, Suite 400
        Denver, Colorado 80237-2521
        P: 303-740-9400
        F: 303-740-9009
        www.EKSH.com
| | ----------------------------------------------------------------------------------------------------------------------------------------



INDEPENDENT AUDITORS’
REPORT



To the Board of Directors and Shareholders

Atna Resources Ltd.

Denver, Colorado



We have audited the accompanying
consolidated financial statements of Atna Resources Ltd. and Subsidiaries (the “Company”), which comprise the
Consolidated balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of operations and
comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the three-year
period ended December 31, 2013, and notes comprised of significant accounting policies and other explanatory information.



Management’s Responsibility for
the Consolidated Financial Statements

Management is responsible for the preparation
and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards
as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary
to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or
error.



Auditors’ Responsibility

Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted
auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we comply with ethical requirements and plan and perform the audit to Obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.



An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures Selected depend
on our judgment, including the assessment of risks of material misstatement of the Consolidated financial statements, whether due
to fraud or error. In making those risk assessments, We consider internal control relevant to the entity’s preparation and
fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements.



We believe that the audit evidence we have
obtained in our audits is sufficient and appropriate to provide a basis for our opinion.



Opinion

In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Atna Resources Ltd. and Subsidiaries,
as of December31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the three-year
period ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting
Standards Board.



| |           
| | ----------
| | EKS&H LLLP



March 14, 2014

Denver, Colorado



DENVER • FORT COLLINS • BOULDER



EKS&H LLLP



3







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Reported in US Dollars

As of December 31



|                                                                                                                                                              |  | Notes   |  |  | 2013 |             |   | 2012 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  |  | ---- | ----------- | - | ---- | -
|ASSETS                                                                                                                                                        |  |         |  |  |      |             |   |      |  
|Current assets                                                                                                                                                |  |         |  |  |      |             |   |      |  
|Cash and cash equivalents                                                                                                                                     |  |         |  |  | $    | 789,900     |   |      | $
|Trade receivables                                                                                                                                             |  |         |  |  |      | -           |   |      |  
|Gold inventories                                                                                                                                              |  | 4       |  |  |      | 17,484,000  |   |      |  
|Supply inventories                                                                                                                                            |  |         |  |  |      | 1,186,800   |   |      |  
|Prepaids, investments available-for-sale, and other current
    assets                                                                                        |  | 3       |  |  |      | 835,800     |   |      |  
|Total current assets                                                                                                                                          |  |         |  |  |      | 20,296,500  |   |      |  
|                                                                                                                                                              |  |         |  |  |      |             |   |      |  
|Non-current assets                                                                                                                                            |  |         |  |  |      |             |   |      |  
|Property, plant, mine development and mineral interests, net                                                                                                  |  | 5       |  |  |      | 82,212,800  |   |      |  
|Restricted cash and marketable securities held in surety                                                                                                      |  | 6       |  |  |      | 4,319,400   |   |      |  
|Stripping activity assets, net                                                                                                                                |  | 7       |  |  |      | 5,425,700   |   |      |  
|Deferred income tax asset                                                                                                                                     |  | 13      |  |  |      | -           |   |      |  
|Other non-current assets                                                                                                                                      |  |         |  |  |      | 22,900      |   |      |  
|                                                                                                                                                              |  |         |  |  |      |             |   |      |  
|Total assets                                                                                                                                                  |  |         |  |  | $    | 112,277,300 |   |      | $
|                                                                                                                                                              |  |         |  |  |      |             |   |      |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                          |  |         |  |  |      |             |   |      |  
|Current liabilities                                                                                                                                           |  |         |  |  |      |             |   |      |  
|Accounts payable                                                                                                                                              |  |         |  |  | $    | 6,611,000   |   |      | $
|Derivative liabilities                                                                                                                                        |  | 8       |  |  |      | -           |   |      |  
|Asset retirement obligations                                                                                                                                  |  | 9       |  |  |      | 427,400     |   |      |  
|Notes payable                                                                                                                                                 |  | 10 & 25 |  |  |      | 17,576,500  |   |      |  
|Gold bonds, net of discount                                                                                                                                   |  | 12      |  |  |      | -           |   |      |  
|Finance leases                                                                                                                                                |  | 11      |  |  |      | 2,136,100   |   |      |  
|Income taxes payable                                                                                                                                          |  | 13      |  |  |      | -           |   |      |  
|Other current liabilities                                                                                                                                     |  |         |  |  |      | 585,300     |   |      |  
|Total current liabilities                                                                                                                                     |  |         |  |  |      | 27,336,300  |   |      |  
|                                                                                                                                                              |  |         |  |  |      |             |   |      |  
|Non-current liabilities                                                                                                                                       |  |         |  |  |      |             |   |      |  
|Notes payable                                                                                                                                                 |  | 10      |  |  |      | 1,430,400   |   |      |  
|Finance leases                                                                                                                                                |  | 11      |  |  |      | 3,706,700   |   |      |  
|Asset retirement obligations                                                                                                                                  |  | 9       |  |  |      | 3,293,900   |   |      |  
|Total liabilities                                                                                                                                             |  |         |  |  |      | 35,767,300  |   |      |  
|                                                                                                                                                              |  |         |  |  |      |             |   |      |  
|Commitments and Contingencies                                                                                                                                 |  | 14      |  |  |      |             |   |      |  
|                                                                                                                                                              |  |         |  |  |      |             |   |      |  
|Shareholders' equity                                                                                                                                          |  |         |  |  |      |             |   |      |  
|Share capital (no par value) unlimited shares authorized; issued and outstanding:  189,922,144
    at December 31, 2013, and 144,989,922 at December 31, 2012 |  | 15      |  |  |      | 133,843,300 |   |      |  
|Contributed surplus                                                                                                                                           |  |         |  |  |      | 7,384,200   |   |      |  
|Deficit                                                                                                                                                       |  |         |  |  |      | (65,761,800 | ) |      |  
|Accumulated other comprehensive gain                                                                                                                          |  |         |  |  |      | 1,044,300   |   |      |  
|Total shareholders' equity                                                                                                                                    |  |         |  |  |      | 76,510,000  |   |      |  
|                                                                                                                                                              |  |         |  |  |      |             |   |      |  
|Total liabilities and shareholders'
    equity                                                                                                                |  |         |  |  | $    | 112,277,300 |   |      | $



On behalf of the Board of Directors:



|/s/ David K. Fagin                   |  | /s/ David H. Watkins      
|------------------------------------ |  | --------------------------
|David K. Fagin, Independent Director |  | David H. Watkins, Chairman



The accompanying notes are an integral part of these consolidated
financial statements.



4







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)

Reported in US Dollars

For the Years Ended December 31



|                                                                               |  | Notes  |  |  | 2013 |             |   | 2012 |   |             | 2011 | 
|------------------------------------------------------------------------------ |  | ------ |  |  | ---- | ----------- | - | ---- | - | ----------- | ---- | 
|REVENUE                                                                        |  |        |  |  |      |             |   |      |   |             |      | 
|Gold and by-product sales                                                      |  |        |  |  | $    | 45,035,100  |   |      | $ | 59,763,300  |      | 
|                                                                               |  |        |  |  |      |             |   |      |   |             |      | 
|EXPENSES                                                                       |  |        |  |  |      |             |   |      |   |             |      | 
|Cost of sales, excluding depreciation                                          |  | 18     |  |  |      | 33,299,800  |   |      |   | 35,485,600  |      | 
|Depreciation and amortization, cost of sales                                   |  | 18     |  |  |      | 7,015,100   |   |      |   | 8,095,100   |      | 
|Adjust inventory to net realizable value, cost of sales                        |  | 4 & 18 |  |  |      | 2,595,600   |   |      |   | -           |      | 
|Impairment of non-current assets                                               |  | 23     |  |  |      | 33,090,100  |   |      |   | -           |      | 
|General and administrative expense                                             |  |        |  |  |      | 4,842,100   |   |      |   | 4,834,000   |      | 
|Depreciation - G&A only                                                        |  |        |  |  |      | 173,500     |   |      |   | 68,700      |      | 
|Exploration expense                                                            |  | 24     |  |  |      | 703,900     |   |      |   | 1,733,300   |      | 
|Property maintenance expense                                                   |  | 24     |  |  |      | 1,132,200   |   |      |   | -           |      | 
|Provision for site restoration                                                 |  |        |  |  |      | (568,600    | ) |      |   | 392,800     |      | 
|Subtotal operating expense                                                     |  |        |  |  |      | 82,283,700  |   |      |   | 50,609,500  |      | 
|                                                                               |  |        |  |  |      |             |   |      |   |             |      | 
|Operating (loss) profit                                                        |  |        |  |  |      | (37,248,600 | ) |      |   | 9,153,800   |      | 
|                                                                               |  |        |  |  |      |             |   |      |   |             |      | 
|OTHER (EXPENSE) INCOME                                                         |  |        |  |  |      |             |   |      |   |             |      | 
|Interest income                                                                |  |        |  |  |      | 12,700      |   |      |   | 14,100      |      | 
|Interest expense                                                               |  |        |  |  |      | (3,445,600  | ) |      |   | (1,324,800  | )    | 
|Realized loss on derivatives                                                   |  | 8      |  |  |      | (197,000    | ) |      |   | (1,865,300  | )    | 
|Unrealized gain (loss) on derivatives                                          |  | 8      |  |  |      | 1,080,800   |   |      |   | 1,111,700   |      | 
|(Loss) gain on asset disposals                                                 |  | 22     |  |  |      | (330,600    | ) |      |   | (352,400    | )    | 
|(Loss) gain on sale of investments available-for-sale                          |  |        |  |  |      | (97,400     | ) |      |   | 87,900      |      | 
|Other income                                                                   |  | 22     |  |  |      | 634,400     |   |      |   | 254,600     |      | 
|Subtotal other expense                                                         |  |        |  |  |      | (2,342,700  | ) |      |   | (2,074,200  | )    | 
|(Loss) income before income tax                                                |  |        |  |  |      | (39,591,300 | ) |      |   | 7,079,600   |      | 
|                                                                               |  |        |  |  |      |             |   |      |   |             |      | 
|Income tax (expense) recovery                                                  |  | 13     |  |  |      | (10,028,300 | ) |      |   | (193,600    | )    | 
|Net (loss) income                                                              |  |        |  |  | $    | (49,619,600 | ) |      | $ | 6,886,000   |      | 
|                                                                               |  |        |  |  |      |             |   |      |   |             |      | 
|COMPREHENSIVE INCOME (LOSS)                                                    |  |        |  |  |      |             |   |      |   |             |      | 
|Unrealized gain (loss) on translating the financials
    of foreign operations |  |        |  |  |      | 990,200     |   |      |   | (424,400    | )    | 
|Unrealized (loss) on investments available-for-sale                            |  | 3      |  |  |      | (28,000     | ) |      |   | (46,200     | )    | 
|Reclassification adjustment for
    gains included in net income (loss)        |  |        |  |  |      | -           |   |      |   | 10,500      |      | 
|Other comprehensive income (loss)                                              |  |        |  |  |      | 962,200     |   |      |   | (460,100    | )    | 
|                                                                               |  |        |  |  |      |             |   |      |   |             |      | 
|Comprehensive (loss) income                                                    |  |        |  |  | $    | (48,657,400 | ) |      | $ | 6,425,900   |      | 
|                                                                               |  |        |  |  |      |             |   |      |   |             |      | 
|EARNINGS (LOSS) PER SHARE                                                      |  |        |  |  |      |             |   |      |   |             |      | 
|Basic (loss) income per share                                                  |  | 19     |  |  | $    | (0.32       | ) |      | $ | 0.05        |      | 
|Diluted (loss) income per share                                                |  | 19     |  |  | $    | (0.32       | ) |      | $ | 0.05        |      | 
|                                                                               |  |        |  |  |      |             |   |      |   |             |      | 
|Basic weighted-average shares outstanding                                      |  |        |  |  |      | 155,721,306 |   |      |   | 126,994,021 |      | 
|Effect of dilutive securities:                                                 |  |        |  |  |      |             |   |      |   |             |      | 
|Stock options, convertible debentures, and warrants                            |  |        |  |  |      | -           |   |      |   | 4,840,570   |      | 
|                                                                               |  |        |  |  |      |             |   |      |   |             |      | 
|Diluted weighted-average shares outstanding                                    |  |        |  |  |      | 155,721,306 |   |      |   | 131,834,591 |      | 



The accompanying notes are an integral part of these consolidated
financial statements.



5







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Reported in US Dollars

For the Years Ended December 31



|                                                                            |  |                   |             |  |        |   |             |         |  |   |             |   |  | Accumulated     |           |   |               |  
|--------------------------------------------------------------------------- |  | ----------------- | ----------- |  | ------ | - | ----------- | ------- |  | - | ----------- | - |  | --------------- | --------- | - | ------------- | -
|                                                                            |  | Share
    Capital |             |  |        |   |             |         |  |   | Other       |   |  | Total           |          
|                                                                            |  | Number of         |             |  |        |   |             |         |  |   | Contributed |   |  | Comprehensive   |           |   | Shareholders' |  
|                                                                            |  | Shares            |             |  | Amount |   |             | Deficit |  |   | Surplus     |   |  | Gain
    (Loss) |           |   | Equity        |  
|                                                                            |  |                   |             |  |        |   |             |         |  |   |             |   |  |                 |           |   |               |  
|Balances, December 31, 2010                                                 |  |                   | 99,002,400  |  |        | $ | 90,977,700  |         |  | $ | (38,112,600 | ) |  | $               | 4,361,200 |   |               | $
|Share-based compensation                                                    |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | 754,300   |   |               |  
|Exercise of stock options                                                   |  |                   | 134,800     |  |        |   | 74,900      |         |  |   | -           |   |  |                 | -         |   |               |  
|Options converted into
    cash                                             |  |                   | -           |  |        |   | 38,400      |         |  |   | -           |   |  |                 | (38,400   | ) |               |  
|Unrealized loss on available
    for sale securities                        |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | -         |   |               |  
|Debentures converted into
    shares                                        |  |                   | 2,000,000   |  |        |   | 1,025,000   |         |  |   | -           |   |  |                 | (86,600   | ) |               |  
|Shares issued for purchase
    of 70% interest in Pinson                    |  |                   | 15,000,000  |  |        |   | 11,333,500  |         |  |   | -           |   |  |                 | -         |   |               |  
|Shares issued for debt
    financing                                        |  |                   | 1,049,100   |  |        |   | 714,700     |         |  |   | -           |   |  |                 | -         |   |               |  
|Shares issued for warrants
    exercised                                    |  |                   | 188,300     |  |        |   | 122,900     |         |  |   | -           |   |  |                 | -         |   |               |  
|Foreign exchange gain                                                       |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | -         |   |               |  
|Net
    income                                                              |  |                   | -           |  |        |   | -           |         |  |   | 15,084,400  |   |  |                 | -         |   |               |  
|                                                                            |  |                   |             |  |        |   |             |         |  |   |             |   |  |                 |           |   |               |  
|Balances, December 31, 2011                                                 |  |                   | 117,374,600 |  |        | $ | 104,287,100 |         |  | $ | (23,028,200 | ) |  | $               | 4,990,500 |   |               | $
|                                                                            |  |                   |             |  |        |   |             |         |  |   |             |   |  |                 |           |   |               |  
|Share-based compensation                                                    |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | 922,400   |   |               |  
|Exercise of stock options                                                   |  |                   | 1,286,800   |  |        |   | 1,058,900   |         |  |   | -           |   |  |                 | (721,400  | ) |               |  
|Unrealized loss on available                                                |  |                   | -           |  |        |   |             |         |  |   |             |   |  |                 |           |   |               |  
|for sale securities                                                         |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | -         |   |               |  
|Reclassification adjustment
    for gains included in net (loss) income     |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | -         |   |               |  
|Shares issued to Sprott
    for extension of debt financing terms (Note 15) |  |                   | 618,600     |  |        |   | 600,500     |         |  |   | -           |   |  |                 | -         |   |               |  
|Shares issued for warrants
    exercised (Note 15)                          |  |                   | 8,459,900   |  |        |   | 4,849,200   |         |  |   | -           |   |  |                 | 1,110,900 |   |               |  
|Equity issued as financing,
    net (Note 15)                               |  |                   | 17,250,000  |  |        |   | 15,995,400  |         |  |   | -           |   |  |                 | 335,100   |   |               |  
|Foreign exchange loss                                                       |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | -         |   |               |  
|Net
    income                                                              |  |                   | -           |  |        |   | -           |         |  |   | 6,886,000   |   |  |                 | -         |   |               |  
|                                                                            |  |                   |             |  |        |   |             |         |  |   |             |   |  |                 |           |   |               |  
|Balances, December 31, 2012                                                 |  |                   | 144,989,900 |  |        | $ | 126,791,100 |         |  | $ | (16,142,200 | ) |  | $               | 6,637,500 |   |               | $
|                                                                            |  |                   |             |  |        |   |             |         |  |   |             |   |  |                 |           |   |               |  
|Share-based compensation                                                    |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | 824,600   |   |               |  
|Exercise of stock options                                                   |  |                   | 150,500     |  |        |   | 109,300     |         |  |   | -           |   |  |                 | (77,900   | ) |               |  
|Unrealized loss on available
    for sale securities                        |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | -         |   |               |  
|Restricted shares issued
    in lieu of cash compensation                   |  |                   | 1,143,900   |  |        |   | 115,000     |         |  |   | -           |   |  |                 | -         |   |               |  
|Shares issued to Sprott
    for extension of debt financing terms (Note 15) |  |                   | 7,237,800   |  |        |   | 1,533,200   |         |  |   | -           |   |  |                 | -         |   |               |  
|Equity issued as financing,
    net (Note 15)                               |  |                   | 36,400,000  |  |        |   | 5,294,700   |         |  |   | -           |   |  |                 | -         |   |               |  
|Foreign exchange gain                                                       |  |                   | -           |  |        |   | -           |         |  |   | -           |   |  |                 | -         |   |               |  
|Net
    loss                                                                |  |                   | -           |  |        |   | -           |         |  |   | (49,619,600 | ) |  |                 | -         |   |               |  
|                                                                            |  |                   |             |  |        |   |             |         |  |   |             |   |  |                 |           |   |               |  
|Balances, December
    31, 2013                                             |  |                   | 189,922,100 |  |        | $ | 133,843,300 |         |  | $ | (65,761,800 | ) |  | $               | 7,384,200 |   |               | $



The accompanying notes are an integral part of these consolidated
financial statements.



6







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Reported in US Dollars

For the Years Ended December 31



|                                                                                                                  |  | Notes |  |  | 2013 |             |   | 2012 |   |             | 2011 | 
|----------------------------------------------------------------------------------------------------------------- |  | ----- |  |  | ---- | ----------- | - | ---- | - | ----------- | ---- | 
|Cash flows from operating activities:                                                                             |  |       |  |  |      |             |   |      |   |             |      | 
|Net (loss) income                                                                                                 |  |       |  |  | $    | (49,619,600 | ) |      | $ | 6,886,000   |      | 
|Adjustments to reconcile net (loss) income to net cash and cash equivalents
    provided by operating activities: |  |       |  |  |      |             |   |      |   |             |      | 
|Depreciation - G&A                                                                                                |  |       |  |  |      | 173,500     |   |      |   | 68,700      |      | 
|Depreciation and amortization - cost of sales                                                                     |  | 18    |  |  |      | 7,015,100   |   |      |   | 8,095,100   |      | 
|Adjust inventory to net realizable value, cost of sales                                                           |  | 18    |  |  |      | 2,595,600   |   |      |   | -           |      | 
|Amortization of gold bond discount                                                                                |  | 12    |  |  |      | 130,200     |   |      |   | 338,600     |      | 
|Amortization of note payable discount                                                                             |  |       |  |  |      | 508,600     |   |      |   | -           |      | 
|Write-off of note payable discount                                                                                |  | 10    |  |  |      | 1,054,700   |   |      |   | -           |      | 
|(Gain) loss on derivatives                                                                                        |  | 8     |  |  |      | (1,748,000  | ) |      |   | (1,111,700  | )    | 
|Loss (gain) on sales of investments available-for-sale                                                            |  |       |  |  |      | 97,400      |   |      |   | (87,900     | )    | 
|Loss (gain) on asset disposals and debt extinguishment                                                            |  |       |  |  |      | 347,600     |   |      |   | 352,400     |      | 
|Impairment of non-current assets                                                                                  |  |       |  |  |      | 33,090,100  |   |      |   | -           |      | 
|Deferred income tax expense (recovery)                                                                            |  |       |  |  |      | 10,327,500  |   |      |   | 95,500      |      | 
|Income from insurance settlements reclassified to investing activities                                            |  | 22    |  |  |      | (368,800    | ) |      |   | (251,800    | )    | 
|Share-based compensation                                                                                          |  | 16    |  |  |      | 939,600     |   |      |   | 922,400     |      | 
|Non-cash Other income                                                                                             |  |       |  |  |      | (147,500    | ) |      |   | -           |      | 
|Provision for asset retirement obligation                                                                         |  | 9     |  |  |      | (568,600    | ) |      |   | 392,800     |      | 
|Accretion of asset retirement obligation                                                                          |  | 9     |  |  |      | 411,600     |   |      |   | 375,100     |      | 
|Changes in operating assets and liabilities:                                                                      |  |       |  |  |      |             |   |      |   |             |      | 
|Decrease (increase) in inventories                                                                                |  |       |  |  |      | 752,800     |   |      |   | (4,001,000  | )    | 
|Decrease in prepaid and other assets                                                                              |  |       |  |  |      | 1,307,300   |   |      |   | 2,807,500   |      | 
|Increase (decrease) in accounts payable and accrued liabilities                                                   |  |       |  |  |      | 2,378,800   |   |      |   | (118,600    | )    | 
|ARO settlements                                                                                                   |  | 9     |  |  |      | (370,800    | ) |      |   | (1,172,600  | )    | 
|Total adjustments                                                                                                 |  |       |  |  |      | 57,926,700  |   |      |   | 6,704,500   |      | 
|                                                                                                                  |  |       |  |  |      |             |   |      |   |             |      | 
|Net cash and
    cash equivalents provided by operating activities                                                |  |       |  |  |      | 8,307,100   |   |      |   | 13,590,500  |      | 
|                                                                                                                  |  |       |  |  |      |             |   |      |   |             |      | 
|Cash flows from investing activities:                                                                             |  |       |  |  |      |             |   |      |   |             |      | 
|Purchases and development of property and equipment                                                               |  |       |  |  |      | (26,410,800 | ) |      |   | (21,705,700 | )    | 
|Capitalized loan interest                                                                                         |  |       |  |  |      | (1,185,600  | ) |      |   | (2,161,400  | )    | 
|Preproduction gold sales                                                                                          |  |       |  |  |      | 6,532,400   |   |      |   | 1,353,100   |      | 
|Additions of stripping activity assets                                                                            |  |       |  |  |      | (3,187,500  | ) |      |   | (540,500    | )    | 
|Pinson purchase price                                                                                             |  | 20    |  |  |      | -           |   |      |   | -           |      | 
|Proceeds from insurance settlement                                                                                |  | 22    |  |  |      | 368,800     |   |      |   | 435,800     |      | 
|Decrease (increase) in restricted cash                                                                            |  | 6     |  |  |      | 645,000     |   |      |   | 391,000     |      | 
|Proceeds from sale of investments available-for-sale                                                              |  |       |  |  |      | 42,100      |   |      |   | 833,600     |      | 
|Proceeds from sale of property and equipment                                                                      |  |       |  |  |      | 736,600     |   |      |   | 135,800     |      | 
|Net cash and
    cash equivalents used in investing activities                                                    |  |       |  |  |      | (22,459,000 | ) |      |   | (21,258,300 | )    | 
|                                                                                                                  |  |       |  |  |      |             |   |      |   |             |      | 
|Cash flows from financing activities:                                                                             |  |       |  |  |      |             |   |      |   |             |      | 
|Options exercised                                                                                                 |  |       |  |  |      | 31,400      |   |      |   | 337,400     |      | 
|Warrants exercised                                                                                                |  |       |  |  |      | -           |   |      |   | 5,960,100   |      | 
|Stock issuance net of transaction costs                                                                           |  |       |  |  |      | 5,294,700   |   |      |   | 16,330,500  |      | 
|Loan funding net of lender's fee                                                                                  |  |       |  |  |      | -           |   |      |   | -           |      | 
|Repayments of notes payable                                                                                       |  | 10    |  |  |      | (3,681,600  | ) |      |   | (1,083,100  | )    | 
|Repayments of gold bonds                                                                                          |  | 12    |  |  |      | (3,625,000  | ) |      |   | (3,625,000  | )    | 
|Repayments of finance lease obligations                                                                           |  | 11    |  |  |      | (2,252,900  | ) |      |   | (865,800    | )    | 
|                                                                                                                  |  |       |  |  |      |             |   |      |   |             |      | 
|Net cash and
    cash equivalents (used in) provided by financing activities                                      |  |       |  |  |      | (4,233,400  | ) |      |   | 17,054,100  |      | 
|                                                                                                                  |  |       |  |  |      |             |   |      |   |             |      | 
|Effect of exchange rate changes on cash and cash equivalents                                                      |  |       |  |  |      | (167,700    | ) |      |   | (6,500      | )    | 
|Net (decrease)  increase in cash and cash equivalents                                                             |  |       |  |  |      | (18,553,000 | ) |      |   | 9,379,800   |      | 
|Cash and cash equivalents, beginning of period                                                                    |  |       |  |  |      | 19,342,900  |   |      |   | 9,963,100   |      | 
|                                                                                                                  |  |       |  |  |      |             |   |      |   |             |      | 
|Cash and cash equivalents, end of period                                                                          |  |       |  |  | $    | 789,900     |   |      | $ | 19,342,900  |      | 



The accompanying notes are an integral part of these consolidated
financial statements.



7







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

Reported in US Dollars

For the Years Ended December 31



|                                                   |  |  |                                                                         |  | 2013 |           |  | 2012 |   |           | 2011 | 
|-------------------------------------------------- |  |  | ----------------------------------------------------------------------- |  | ---- | --------- |  | ---- | - | --------- | ---- | 
|Supplemental disclosures of cash flow information: |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|1.                                                 |  |  | Interest paid                                                           |  | $    | 2,417,700 |  |      | $ | 2,772,500 |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|Supplemental disclosures of noncash activity:      |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|1.                                                 |  |  | Capitalized leases for mining equipment                                 |  | $    | 4,873,800 |  |      | $ | 1,719,400 |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|2.                                                 |  |  | Notes payable for mining equipment                                      |  | $    | 929,100   |  |      | $ | 1,527,600 |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|3.                                                 |  |  | Marketable securities received for option payments and property         |  | $    | 147,500   |  |      | $ | 144,900   |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|4.                                                 |  |  | Amortized Sprott debt-transaction-cost recorded in capitalized interest |  | $    | 382,100   |  |      | $ | 764,600   |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|5.                                                 |  |  | Issued shares for exercise of options                                   |  | $    | 64,200    |  |      | $ | 721,400   |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|6.                                                 |  |  | Issued shares for purchase of Pinson                                    |  | $    | -         |  |      | $ | -         |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|7.                                                 |  |  | Issued shares converted from debentures                                 |  | $    | -         |  |      | $ | -         |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|8.                                                 |  |  | Issued shares for Sprott credit agreement                               |  | $    | -         |  |      | $ | -         |      | 
|                                                   |  |  |                                                                         |  |      |           |  |      |   |           |      | 
|9.                                                 |  |  | Issued shares for Sprott extension of credit agreement                  |  | $    | 1,533,200 |  |      | $ | 600,500   |      | 



The accompanying notes are an integral part of these consolidated
financial statements.



8







ATNA RESOURCES LTD.

NOTES TO THE ANNUAL CONSOLIDATED FINANCIAL
STATEMENTS



| | 1. | Nature of operations:
| | -- | ---------------------



Atna Resources Ltd. was incorporated in
British Columbia in 1984. The corporate-management office is located in Golden, Colorado. References to “Atna Resources,”
“Atna,” and the “Company,” all mean Atna Resources Ltd. inclusive of all the wholly-owned and majority-owned
subsidiaries of Atna Resources Ltd., or any one or more of them, as the context requires.



The Company is involved in all phases
of the mining business including exploration, preparation of feasibility studies, permitting, construction, development, operation
and reclamation of mining properties. The Company’s business model is principally one of developing and operating precious-metal
mines in the western United States (“US”). The Company conducts a portion of its mineral exploration activities through
joint arrangements with other companies.



The Company is presently operating the
Briggs mine. Briggs is located in southeastern California and commenced commercial gold production in July 2009. Briggs produced
and sold approximately 31,700 ounces of gold during 2013, at an average gold price of $1,412 per ounce.



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



Development of Reward, a fully permitted
mine site, is pending financing. A drilling program was completed in March 2013 at Reward to provide additional information for
initial pit design and to ensure that the ore zones do not extend under the planned plant and leach pad construction areas.



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



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



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



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



As of December 31, 2013, the Company had
a net working capital (current assets less current liabilities) deficit of $7.0 million, however subsequent to year-end, a debt
financing moved $22.0 million of current liabilities into the non-current category. The Company continues to be focused on servicing
debt and strengthening its balance sheet. Low cost development activities such as design engineering for Reward, a pre-feasibility
study for the Mag open-pit at Pinson and mine planning and costing for Pinson-underground are ongoing.



9







| | 2. | Accounting policies:
| | -- | --------------------



Statement of compliance



These consolidated financial statements
have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations as
issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved
for issue on March 13, 2014, by the Board of Directors.



Consolidation principles



The Company’s consolidated financial
statements include the accounts of Atna and its consolidated subsidiaries. Atna’s wholly-owned subsidiaries are: Canyon
Resources Corporation (“Canyon”); Atna Resources, Inc. (“Pinson”); CR Briggs Corporation (“Briggs”);
CR Reward Corporation (“Reward”); CR Kendall Corporation (“Kendall”); Canyon Resources (“Jersey”)
Inc.; Horizon Wyoming Uranium Inc., and CR Montana Corporation. All intercompany balances and transactions have been eliminated
in the consolidated financial statements. The Company consolidates subsidiaries where it has control. Control is achieved when
the Company has the ability to exercise significant control over the decisions of the entity through voting rights or other agreements.



Joint Arrangements:A joint arrangement
is a business agreement between parties to develop or operate a specific project or business for the mutual benefit of the parties;
sharing in investments, profits, and risks. The parties to the joint arrangement exercise joint control, based on the terms of
the agreement, over the entity (a “joint venture”) or over assets and obligations (a “joint operation”).
Joint ventures are accounted for using the equity method of accounting. Joint operations recognize assets, liabilities, revenues
and expenses in relation to their interests in the joint operation.



Segment Reporting



The Company currently operates as one
business segment. Management currently makes strategic decisions based on the consolidated results of the Company. The Company
has one operating mine which provides the operating cash flows for sustaining the Company’s other operations. Should the
Company establish multiple operating mines in commercial production, it is anticipated each mining operation will form a separate
reporting segment.



Management estimates, assumptions,
and judgments



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



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



Areas of judgment that have the most significant
effect on the amounts recognized in the financial statements include: capitalization and impairment of exploration, technical
and feasibility studies, development expenditures, and other long-term asset expenditures; recognition of deferred tax assets;
the determination of contingent liabilities; determination of commencement of commercial production; classification of leases
as finance or operating; classification of financial instruments; determination of functional currencies; and timing of revenue
recognition.



10







Prior period reclassifications



Certain prior period items have been reclassified
in the consolidated financial statements to conform to the current presentation. As they were immaterial, investments available-for-sale
have been included with prepaids and other current assets on the consolidated balance sheet. “Additions of stripping activity
assets” was reclassified from “Decrease in prepaid and other assets” within the operating activities section
of the Consolidated Statements of Cash Flows to the investing activities section. Drilling and assessment costs to develop mineral
resources and reserves within existing mine areas were previously disclosed in a footnote as “capitalized exploration expenditures”;
this disclosure has been deleted as such expenditures were and continue to be classified as mine development expenditures.



Cash and cash equivalents



Cash and cash equivalents include cash
and highly liquid investments with a maturity of three months or less at the date of acquisition. Carrying amounts approximate
fair value based on the short-term maturity of the instruments.



Trade Receivable



Trade receivables included amounts due
for Pinson ores sold to third-parties. Carrying amounts were due in 30 days or less.



Inventories



Inventory includes recoverable and payable
gold in stockpiled ores, in ores being processed on a leach pad, in the processing plant, at third-party processing plants, and
at a third-party refinery. The Company’s inventories are recorded at the lower of weighted average cost or net realizable
value less estimated costs of completion. The weighted average cost of all gold inventories include direct production costs, applicable
overhead and depreciation, depletion and amortization incurred to bring the gold to its current point in the production cycle.
General and administrative costs for the corporate office are not included in inventory.



Adjustments to net realizable value are
reported as current period costs, i.e. to expense if for a commercial operation and to capital if for a project under development.
Write-downs of inventory still on hand are reversed in the event that there is a subsequent increase in net realizable value.
Reversals adjust the inventory valuation to the lower of the updated weighted average cost of the inventory or current net realizable
value less estimated costs of completion, and due to change in the updated valuations, the absolute value of the reversal may
differ to that of the write-down.



Recoverable gold ounces are calculated
by multiplying the estimated future recovery-rate by the contained ounces of gold. When inventory is to be processed by a third-party,
payable gold ounces are calculated by multiplying the estimated future payable-rate by the contained ounces of gold. The payable-rate
is the contractual percentage of gold due the Company from the processor, net of any recovery-loss and net of any contractual
retention due to the processor.



Ore stockpiled represents mined gold ores
that are awaiting either direct sale or processing either onsite at a Company owned process facility or offsite at a third-party
processing facility. Gold ore that is currently being treated on a leach pad and in processing plants represents in-process inventory.
Doré bars at processing plants and refineries and refined gold represent finished goods inventory. Contained recoverable
and payable gold ounces are saleable as ore, doré, or refined gold, and in all cases are removed from inventory when title
passes to a buyer.



11







Materials and supplies inventories consist
mostly of equipment parts, fuel, lubricants, and reagents to be consumed in mining and ore processing activities. Materials and
supplies inventories are presented separately within current assets.



Exploration and property-maintenance
expenditures



Exploration relates to locating, evaluating,
and defining what may develop into mineral resources. Exploration drilling and related modeling and technical studies are expensed
unless management determines that such work has a reasonable probability of producing future economic benefits. Facts and circumstances
for each exploration program and study are used to determine whether exploration expenditures are to be capitalized. Principal
reliance has been placed in past cases upon whether the exploration was within the same general vicinity as proven and probable
reserves and upon whether the exploration expenditures related principally to a feasibility or geological study expected to have
a positive outcome. Our assessment of probability has been based on the following factors, among others: the results of pre-feasibility
studies and scoping studies assessing the economic potential of the mineral resource; results from previous drill programs; results
of geological modeling; the proximity to mineral trends or other resources or reserves; and the extent to which ore-grades, ore-characteristics,
and deposit-boundaries are being clarified and further defined by such work. Capitalized exploration would be classified as an
investing activity in the statement of cash flows. Note 24 addresses exploration and property-maintenance expenditures.



Capitalized development costs



Costs incurred to prepare a property for
production that are probable of having future economic benefits are capitalized as development. Property acquisition costs and
drilling and assessment costs to develop mineral resources and reserves within existing mine areas are classified as development
costs and capitalized. Such capitalized development costs include: infill drilling and sampling; detailed geological and geo-statistical
modeling; and positive feasibility studies. Costs incurred to construct tangible assets are capitalized within property, plant
and equipment.



When a new mine is developed and first
commences operations, operating costs and any revenues are also capitalized as development until ‘commercial production’
levels are achieved. Criteria considered in judging whether a mine is capable of operating in the manner intended by management
and whether a mine has attained ‘commercial production’, include, but are not limited to, the following:



| | · | the
                                         unique nature and complexity of each project;
| | - | ------------------------------------------------------------------------------------------

| | · | whether
                                         all major capital expenditures to bring the mine to the condition necessary for it to
                                         be capable of operating in the manner intended by management have been completed;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the
                                         completion of a reasonable period of testing of equipment and productive processes;
| | - | --------------------------------------------------------------------------------------------------------------------------------

| | · | whether
                                         the mine or processing facilities have reached and can sustain a pre-determined percentage
                                         of productive capacity;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | mineral
                                         extraction and mineral recoveries are at or near the expected production levels;
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| | · | the
                                         ability to sustain ongoing production, both functionally and economically, typically
                                         judged by achieving pre-determined productivity targets; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the
                                         ability to produce minerals in saleable form, meeting quality or concentrate specifications.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



Development, including deferred stripping
for an open pit mine and primary ramp and access development in an underground mine, is depreciated using the units-of-production
(“UOP”) method. Development assets are depreciated over the tons of ore mined relative to the tons of ore reserves
or over the ounces of gold produced relative to the recoverable ounces of gold reserves, as deemed most appropriate in the circumstances.
Depreciation does not commence until commercial production is achieved by the related mining asset. Depreciation is calculated
based on asset values net of any impairment.



12







Deferred Stripping Costs for Open Pit
Mines:The costs of removing barren waste rock during the pre-production phase of mine development are considered development
costs. Pre-production stripping costs are capitalized in property, plant, mine development and mineral interests. Related cash
flows are included in investing activities.



Stripping Activity Assets for Open
Pit Mines: The costs of removing barren waste rock during the production phase of mining are included in the costs of inventory
produced in the period in which they are incurred, except when three conditions are met: (1) it is probable that the stripping
activity will have a future economic benefit, (2) the component of an ore body for which access has been improved has been identified,
and (3) the costs related to the improved access to that component can be measured reliably. Costs meeting these three criteria
are capitalized as “stripping activity assets.” Stripping activity assets are amortized using the UOP method, based
on the estimated ore tons contained in the newly benefited area, usually a lower section of a specific pit. This amortization
of stripping activity assets is assigned to inventory and flows though cost of sales as a cash operating cost as the inventory
is reduced. Cash flows related to stripping activity assets are included in investing activities.



Impairment evaluations



Producing mines, development and property
costs, capitalized exploration, intangible assets and any other significant non-financial assets are tested for impairment when
events or changes in circumstances indicate that the carrying amount may not be fully recoverable. The assets are grouped at the
lowest levels of separately identifiable cash flows (cash generating unit, “CGU”) for measuring recoverable amounts.
The CGU’s have been determined to be each mine and project, so long as each is operationally independent of the others.
The recoverable amount is the higher of an asset’s estimated fair value less selling costs and estimated value-in-use. The
value-in-use is the present value of the expected future cash flows of the CGU. Impairment is recognized in the statement of operations
in the amount that the asset’s net carrying cost exceeds its estimated recoverable amount. Impairments are reversed if the
conditions that gave rise to the impairment are no longer present and the assets are no longer impaired as a result. See Note
23 regarding impairments recognized.



Non-current liabilities



Long-term debt instruments are recorded
at amortized cost, net of debt issuance costs incurred and net of amortization of these issuance costs. Debt issuance costs are
deferred and amortized using the effective interest rate method.



Asset retirement obligations



Asset retirement obligations (“AROs”)
are recognized at the time of environmental disturbance in amounts equal to the discounted value of expected future reclamation
cash outflows. The discount rate is updated annually at the reporting date to an estimated current market-based rate considering
the timing and risks specific to the liability. The estimated future costs are based primarily upon existing environmental and
regulatory requirements of the various jurisdictions in which we operate. Cash expenditures for environmental remediation and
closure are charged as incurred against the liability. When the liability is increased, an asset is also recognized if the related
disturbances have a future benefit. If the liability is increased for a property that is already closed or if the related disturbance
is not expected to have a future benefit, an expense provision is recognized. If the liability is decreased for a property that
is already closed or for a property that has been fully depreciated, then an income recovery provision is recognized.



13







Financial instruments and the fair
value hierarchy



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



The three levels of the fair value hierarchy
are:

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

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

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



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



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



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



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



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



14







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



Revenue recognition



Revenues are recognized when title and
risk of ownership pass to the buyer, which is determined by contract; the price is fixed or determinable; and collection is reasonably
assured. Briggs produces gold and silver in doré form and ships the doré to a refinery for further processing, after
which the refined gold and silver are sold. For a financing fee, Briggs can sell the precious metals immediately after acceptance
by the refinery.



Pinson-underground mined and sold gold-bearing
oxide ore, based on its payable and recoverable gold content, during that mine’s initial development. Pinson-underground
sent gold-bearing-sulfide-ore to processors who, under contract, then processed the ore for a fee and the resultant doré
was then sold. Pinson-underground was placed on a care and maintenance status in the second quarter of 2013 while still in development
and prior to achieving commercial production. Pinson-underground sold the last of its previously mined inventory in third quarter
2013. All Pinson-underground sales were capitalized as an offset to development expenditures.



Share based compensation



Under the Company’s Stock Option
Plan (see Note 16), common share options may be granted to executives, employees, consultants and directors. Share-based compensation
is recorded as a general and administrative expense with a corresponding increase in the contributed surplus equity account.



The stock option expense is based on the
fair value of the options at the time of grant, adjusted for estimated future forfeitures based on historical data, and is recognized
over the estimated vesting periods of the respective options. This expense is adjusted quarterly based on actual forfeitures.
Consideration paid to the Company upon exercise of options is credited to share capital.



Income Taxes



Income taxes comprise the provision for
or recovery of taxes paid and payable in the future. Deferred income tax assets and liabilities are computed using income tax
rates in effect when the temporary differences are expected to reverse. The effect on the future tax assets and liabilities of
a change in tax rates is recognized in the period of rate change. The provision for or the recovery of future taxes is based on
the changes in future tax assets and liabilities during the period. In estimating future income tax assets, an unrecognized deferred
tax asset is provided to reduce the future tax assets to amounts that are more likely than not to be realized.



Foreign currency translation



The Company operates primarily in the
US. The functional currency of the Company’s US subsidiaries is USD and the functional currency of Atna Resources Ltd. is
CAD. As such, foreign currency translation for financial reporting purposes is only required for Atna Resources Ltd. The carrying
value of assets and liabilities are translated to US dollars at the rate of exchange prevailing at the balance sheet date. Equity
is translated at historic rates. Revenue and expense items are translated at the average rate of exchange during the period. All
resulting translation gains or losses are included as a separate component of other comprehensive income (loss).



15







Financial Accounting Standards that
may impact the Company



IFRS 9 – Financial Instruments– On November 12, 2009, the IASB issued IFRS 9 Financial Instruments as the first step in its project to replace
International Accounting Standard (“IAS”) 39 Financial Instruments: Recognition and Measurement.IFRS 9 retains
but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized
cost and fair value. The basis of classification is made at the time the financial asset is initially recognized, namely when
the entity becomes a party to the contractual provisions of the instrument. IFRS 9 amends some of the requirements of IFRS 7 Financial
Instruments: Disclosuresincluding additional disclosures about investments in equity instruments measured at fair value in
other comprehensive income, and guidance on financial liabilities and de-recognition of financial instruments. Although early
adoption is permitted, in December 2011, the IASB issued an amendment that adjusted the mandatory effective date of IFRS 9 from
January 1, 2013 to January 1, 2015. The Company has early adopted IFRS 9 and determined it had no impact on the Company’s
consolidated financial statements.



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



| | 3. | Investments available-for-sale:
| | -- | -------------------------------



Investments available-for-sale are recorded
at fair value at each period-end. Changes in fair value are recorded in equity as other comprehensive income or loss, and purchases
and sales are reported as investing activities in cash flows. As of December 31, 2013 and 2012, the fair values of the investments
were $0.1 million. The changes in fair value for the years ended December 31, 2013, 2012 and 2011, were each less than $0.1 million.



| | 4. | Gold inventories and Adjustments to net realizable
value:
| | -- | ---------------------------------------------------------



Gold inventories are carried at the lower
of weighted average cost or net realizable value less estimated costs of completion. The lower of cost or net-realizable-value
adjustment is a non-cash fair-value revaluation determined by comparing the then current market price of gold to a fully-burdened
average historical cost that includes depreciation and stripping. Write-downs of inventory still on hand are reversed in the event
that there is a subsequent increase in net realizable value. Reversals adjust the inventory valuation to the lower of the updated
weighted average cost of the inventory or current net realizable value less estimated costs of completion, and due to changes
in the updated valuations, the absolute value of the reversal may differ to that of the write-down.



At June 28, 2013, the London pm fix price
was $1,192 per ounce of gold, and as Briggs’ weighted average cost per ounce was greater than this estimated net realizable
value less estimated costs of completion, a $1.4 million write-down in the value of the inventory was recognized. At September
30, 2013, the London pm fix price was $1,327 per ounce of gold, and as Briggs’ weighted average cost per ounce was less
than this estimated net realizable value less estimated costs of completion, consistent with IFRS guidance, the inventory value
was increased by $0.6 million to its updated weighted average cost. As the weighted average cost of the inventory declined in
the third quarter of 2013, the adjustment from net realizable value back to weighted average cost was less in absolute terms than
the original write-off. As a result, a $0.8 million adjustment to net realizable value remained on the Statement of Operations
after the third-quarter 2013.



At December 30, 2013, the London pm fix
price was $1,205 per ounce of gold, and as Briggs’ weighted average cost per ounce was greater than this estimated net realizable
value less estimated cost of completion, a $1.8 million write-down in the value of the inventory was recognized. This $1.8 million
write-down of inventories on-hand at year-end plus the $0.8 million net write-down carried forward from prior quarters equals
the $2.6 million recognized on the Statement of Operations, but only the $1.8 million write-down was applicable to the inventory
on-hand at December 31, 2013.



16







Gold inventories consisted of the following
as of December 31:



|                                                       |  | 2013 |            |   | 2012 |  
|------------------------------------------------------ |  | ---- | ---------- | - | ---- | -
|Ore stockpile - Briggs                                 |  | $    | 884,700    |   |      | $
|Ore stockpile - Pinson                                 |  |      | -          |   |      |  
|Leach pad - Briggs                                     |  |      | 12,636,500 |   |      |  
|Process plant - Briggs and refinery                    |  |      | 5,792,900  |   |      |  
|Net realizable value adjustment remaining in inventory |  |      | (1,830,100 | ) |      |  
|Total gold inventories                                 |  | $    | 17,484,000 |   |      | $



| | 5. | Property, plant, mine development, and mineral interests,
net, as of December 31:
| | -- | ---------------------------------------------------------------------------------



|                                           |  |                |  | 2013        |            
|------------------------------------------ |  | -------------- |  | ----------- | -----------
|                                           |  |                |  |             |            
|                                           |  | Depreciation   |  | Asset Value |            
|                                           |  | Method         |  | at Cost     |            
|Buildings and equipment                    |  | 1 - 5 Years SL |  | $           | 43,430,100 
|Mine development                           |  | UOP            |  |             | 47,769,500 
|Deferred stripping                         |  | UOP            |  |             | 3,947,400  
|Mineral interests                          |  | UOP            |  |             | 56,125,200 
|Asset retirement cost                      |  | UOP            |  |             | 327,400    
|Impairment Allowance for Mine Development  |  |                |  |             |            
|Impairment Allowance for Mineral Interests |  |                |  |             |            
|                                           |  |                |  | $           | 151,599,600



|                        |  |                |  | 2012        |            
|----------------------- |  | -------------- |  | ----------- | -----------
|                        |  |                |  |             |            
|                        |  | Depreciation   |  | Asset Value |            
|                        |  | Method         |  | at Cost     |            
|Buildings and equipment |  | 1 - 5 Years SL |  | $           | 35,748,100 
|Mine development        |  | UOP            |  |             | 30,054,900 
|Deferred stripping      |  | UOP            |  |             | 3,947,400  
|Mineral interests       |  | UOP            |  |             | 56,276,700 
|Asset retirement cost   |  | UOP            |  |             | 1,107,000  
|                        |  |                |  | $           | 127,134,100



The decrease in net book value of mine
development from $27.0 million as of December 31, 2012 to $11.2 million as of December 31, 2013 was due primarily to the recognition
of impairments (See Note 23), partially offset by a $2.5 million increase from stripping of additional pits at Briggs.



17







A roll-forward of property, plant, mine development, and mineral
interests, net, for the twelve months ended December 31, 2013 follows.



|                                                     |  | Briggs (a) |            |   | Reward (b) |   |            | Columbia (c) | 
|---------------------------------------------------- |  | ---------- | ---------- | - | ---------- | - | ---------- | ------------ | 
|Beginning balance, January 1, 2013                   |  | $          | 24,968,600 |   |            | $ | 10,846,600 |              | 
|                                                     |  |            |            |   |            |   |            |              | 
|Acquisition/development capitalized                  |  |            | 10,829,000 |   |            |   | 361,300    |              | 
|Depreciation and amortization                        |  |            | (9,437,500 | ) |            |   | (6,600     | )            | 
|Dispositions                                         |  |            | (227,800   | ) |            |   | -          |              | 
|Impairments                                          |  |            | (58,300    | ) |            |   | -          |              | 
|ARO adjustments and effect of foreign exchange rates |  |            | (418,200   | ) |            |   | (68,600    | )            | 
|Transfers                                            |  |            | (46,900    | ) |            |   | -          |              | 
|Net change in the period                             |  |            | 640,300    |   |            |   | 286,100    |              | 
|                                                     |  |            |            |   |            |   |            |              | 
|Ending balance, December 31, 2013                    |  | $          | 25,608,900 |   |            | $ | 11,132,700 |              | 



|                                                     |  | Pinson (d) |             |   | Other (e) |   |            | Total | 
|---------------------------------------------------- |  | ---------- | ----------- | - | --------- | - | ---------- | ----- | 
|Beginning balance, January 1, 2013                   |  | $          | 50,696,600  |   |           | $ | 4,531,800  |       | 
|                                                     |  |            |             |   |           |   |            |       | 
|Acquisition/development capitalized                  |  |            | 22,202,300  |   |           |   | 5,200      |       | 
|Depreciation and amortization                        |  |            | (711,400    | ) |           |   | (51,600    | )     | 
|Pre-production Sales                                 |  |            | (6,434,700  | ) |           |   | -          |       | 
|Dispositions                                         |  |            | (421,300    | ) |           |   | (544,700   | )     | 
|Impairments                                          |  |            | (30,680,300 | ) |           |   | (2,351,500 | )     | 
|ARO adjustments and effect of foreign exchange rates |  |            | 153,800     |   |           |   | (1,300     | )     | 
|Transfers                                            |  |            | 46,900      |   |           |   | -          |       | 
|Net change in the period                             |  |            | (15,844,700 | ) |           |   | (2,943,900 | )     | 
|                                                     |  |            |             |   |           |   |            |       | 
|Ending balance, December 31, 2013                    |  | $          | 34,851,900  |   |           | $ | 1,587,900  |       | 



| | (a) | Briggs Mine, California:
| | --- | ------------------------

Briggs is located on the west
side of the Panamint Range near Death Valley, California. Briggs commenced commercial production in July 2009. Four satellite
properties located approximately four miles north of Briggs are included. These satellite properties are known as the Cecil R,
Jackson, Mineral Hill, and Suitcase. Impairments were recognized in 2013 for the latter three (See Note 23).



| | (b) | Reward Project, Nevada:
| | --- | -----------------------

Reward is located in Nye County
about 5.5 miles south-southeast of Beatty, Nevada. Reward has received all major development permits and some infrastructure development
has been completed. Most of the property is subject to a three percent net smelter return (“NSR”) royalty. An NSR
is a defined percentage of the gross revenues paid to others by a mining operator, less a proportionate share of incidental transportation,
insurance, refining and smelting costs.



| | (c) | Columbia Property, Montana:
| | --- | ---------------------------

Columbia is located seven miles
east of Lincoln and 45 miles northwest of Helena, in Lewis and Clark County, Montana. The Company commenced data collection for
a feasibility study in mid-2012, and Columbia is held for future development. The patented claims are subject to NSR royalties
that range from zero percent to six percent.



| | (d) | Pinson-underground and Mag
                                         open-pit projects, Nevada:
| | --- | ----------------------------------------------------------------------------------------------

The Pinson property is located
in Humboldt County, Nevada, about 30 miles east of Winnemucca. The property is located on the Getchell Gold Belt where it intersects
the north end of the Battle Mountain-Eureka trend. The property includes two projects, the Pinson-underground project and the
adjacent Mag open-pit project. The property is subject to NSR royalties to third-parties which vary by parcel, but which average
approximately six percent for Pinson-underground and three to six percent for the Mag open-pit.



18







The
Pinson-underground project is in a development stage. In June 2013, further development of the underground project was placed
on hold, and the property was placed on care and maintenance pending a combination of engineering activities, improvements in
market conditions, and financing. Based on experience gained during development, the Company recognized that additional engineering
work is required for Pinson-underground.



Resources in the Mag open-pit
area remain subject to further study to determine the economic feasibility of development. Drilling and metallurgical tests were
commenced in this area in 2012. A pre-feasibility study is continuing into 2014.



| | (e) | Other Properties:
| | --- | -----------------



Clover Property, Nevada:The Clover gold exploration property (“Clover”) is situated approximately 42 miles northeast of Winnemucca in
Elko County, north-central Nevada. Clover has a capitalized basis of $0.1 million. The Company has a 100 percent interest in 22
claims on Clover, subject to a three percent NSR royalty. The Company is considering alternatives that would allow continued exploration
at this property and is seeking joint venture partners.



Mineral Rights, Montana:The Company owns a package of approximately 900,000 acres of widely distributed fee mineral rights in the western part of
the state of Montana. The capitalized basis of these properties was $1.3 million and $2.1 million, respectively at the end of
2013, after an impairment evaluation (See Note 23), and 2012.



Bluebird Prospect, Montana:The Company owns a 100 percent interest in 14 unpatented mining claims (the “Blue Bird Prospect”) in Granite County,
Montana located approximately 40 miles southwest of the town of Phillipsburg, Montana. The Blue Bird Prospect was initially acquired
by the Company in January by claim-staking. The capitalized basis of the property is $0 at the end of 2013 and 2012.



CR Kendall Lands, Montana:The Company owns approximately 800 acres of fee simple lands located at Kendall near Lewistown, Montana. The capitalized basis
of the property was less than $0.1 million and $0.8 million, respectively at the end of 2013, after an impairment evaluation (See
Note 23), and 2012.



Sand Creek Uranium Joint
Arrangement, Wyoming: The capitalized basis of this property was less than $0.1 million at the end of 2013, after an impairment
evaluation (See Note 23), and $1.0 million at the end of 2012. In August 2006, the Company and Uranium One Exploration USA Inc,
(“Uranium One”) formed the Sand Creek Joint Venture (“Sand Creek JV”). (This is a “joint operation”
and not a “joint venture” as defined by IFRS). The area of interest for the Sand Creek JV covers an area of approximately
92,000 acres, located southeast of Douglas, Wyoming. In June 2009, the Company entered into a supplemental agreement to the Sand
Creek Agreement, which was amended in later periods (“the “Supplemental Agreement”). Under the Supplemental
Agreement, Uranium assumed the role of project manager and may spend up to $1.6 million before June 2014 to increase its interest
in the project from 30 percent to 51 percent. The Company does not control the timing of future drilling operations under the
terms of the Sand Creek Supplemental Agreement. As of December 31, 2013, Uranium One reports having spent $1.3 million of the
$1.6 million, and having increased their interest to 39.9 percent. At termination or completion of the Supplemental Agreement,
the Sand Creek JV will remain effective and the parties’ operating interests will be set in proportion to the amount of
their respective expenditures or the 51/49 percent stipulated interest, respectively.



Canadian Properties, Yukon
and British Columbia:The capitalized basis of these properties is less than $0.1 million at the end of 2013 and 2012. The
Wolf polymetallic prospect is located in the Pelly Mountains of southeastern Yukon. The property is currently held as a joint
venture with the Company controlling 65.6 percent and Yukon Nevada Gold Corporation (TSX:VG) controlling 34.4 percent. The Ecstall
polymetallic prospect is located in the Skeena Mining District of British Columbia. These two properties are available for joint
venture.



19







On April 24, 2013, an Agreement
was signed selling the Uduk Lake gold prospect to Canarc Resource Corp. (“CCM”) in exchange for 1.5 million shares
of CCM and a retained NSR royalty of three percent. The Uduk claims are located in the Windfall Hills area, 65 kilometers south
of Burns Lake, British Columbia.



| | 6. | Restricted cash and marketable securities held in
surety:
| | -- | ---------------------------------------------------------



Restricted cash and
marketable securities to bond and provide surety deposits meeting regulatory obligations consist of the following as of December
31:



|                                    |  | 2013 |           |  | 2012 |  
|----------------------------------- |  | ---- | --------- |  | ---- | -
|Kendall reclamation property (a)    |  | $    | 2,417,800 |  |      | $
|Briggs mine (b)                     |  |      | 1,331,100 |  |      |  
|Columbia property (b)               |  |      | 21,000    |  |      |  
|Reward project (b)                  |  |      | 282,700   |  |      |  
|Pinson (b)                          |  |      | 235,300   |  |      |  
|Other properties                    |  |      | 31,500    |  |      |  
|Total restricted cash - Non-current |  | $    | 4,319,400 |  |      | $



(a) $2.3 million is
held directly by the Montana Department of Environmental Quality (“MDEQ”), and $0.1 million is held in a bank trust
benefiting a surety.



(b) Held in bank trusts benefiting sureties
and/or Inyo County, California. Trustees may invest funds in US Treasury instruments and certificates of deposit.



In connection with the collateral for
the Briggs reclamation bonds, in 2013, the Company negotiated an agreement with a new surety company that allowed for a reduced
amount of cash held as collateral, relative to the prior surety company. The previous surety company returned the cash/collateral
it held late in the second quarter of 2013. The cash/collateral of $1.1 million was deposited to the trust account with the new
surety during the third quarter of 2013.



| | 7. | Stripping Activity Assets:
| | -- | --------------------------



This note addresses the costs of removing
waste rock during the production phase of mining from within existing pits and is distinguished from deferred stripping to remove
overburden from new pits during development. Please see Note 2 regarding the accounting treatments, but a principal difference
is that amortization of stripping activity assets flows through cost of sales as a cash operating cost as inventory is sold instead
of flowing through depreciation and amortization as does the amortization of deferred stripping and other development costs. Stripping
activity assets are amortized using the UOP amortization method based on the life of the applicable pit.



20











The following schedule provides a roll-forward
of the carrying values for production stripping costs for the twelve months ended December 31:



|                                 |  | 2013 |            |   | 2012 |  
|-------------------------------- |  | ---- | ---------- | - | ---- | -
|Balance, beginning of the period |  | $    | 3,334,600  |   |      | $
|Stripping activity assets added  |  |      | 3,187,500  |   |      |  
|Amortization                     |  |      | (1,096,400 | ) |      |  
|Balance, end of the period       |  | $    | 5,425,700  |   |      | $



| | 8. | Derivatives:
| | -- | ------------



The Company had a $0.0 million and a $1.7
million derivative liability as of December 31, 2013 and December 31, 2012, respectively. These derivatives were embedded in the
2009 Gold Bonds (as defined in Note 12), and the fair value is reflective of the derivative component of the 2009 Gold Bonds.



The Company fully repaid the 2009 Gold
Bonds in the month of December 2013. Historical gains and losses on derivative positions follow.



|                                     |  | Twelve months ended
    December 31, |          
|------------------------------------ |  | ------------------------------------ | ---------
|                                     |  | 2013                                 |          
|Realized (loss) on derivative        |  | $                                    | (197,000 
|Unrealized gain (loss) on derivative |  | $                                    | 1,080,800



| | 9. | Asset
                                         retirement obligations:
| | -- | ----------------------------------------------------------------------



An ARO is estimated to be the discounted
present value of the estimated future costs required to remediate environmental disturbances. Included in this liability are the
costs of closure, reclamation, demolition, and stabilization of the mines, processing plants, infrastructure, leach pads, waste
dumps, and post-closure environmental monitoring and water treatment. While the majority of these costs will be incurred near
the end of the mines’ lives, certain ongoing reclamation costs will be incurred prior to mine closure. Reclamation expenditures
are recorded against the ARO liability as incurred. The ARO estimate is updated at least annually. The liabilities determined
at year-end 2013 were based on a discount rate of 12.0 percent and a cost inflation index of 1.5 percent. The liabilities determined
at year-end 2012 were based on a discount rate of 9.0 percent and a cost inflation index of 1.7 percent. The schedule for payments
to settle the ARO liabilities currently runs through 2028.



Kendall has been closed and is engaged
in remediation activities. The Kendall ARO of $1.0 million represents the estimated costs for maintenance of a water treatment
system and costs to maintain the property during the reclamation period.



21







The following provides a roll-forward
of AROs for all properties for the indicated periods ended December 31st.



|                                             |  | 2013 |           |   | 2012 |  
|-------------------------------------------- |  | ---- | --------- | - | ---- | -
|Balance, beginning of the period             |  | $    | 4,582,200 |   |      | $
|Settlements                                  |  |      | (370,800  | ) |      |  
|Accretion expense                            |  |      | 411,600   |   |      |  
|Change in estimate                           |  |      | (901,700  | ) |      |  
|Balance, end of the period                   |  |      | 3,721,300 |   |      |  
|Less: asset retirement obligations - current |  |      | 427,400   |   |      |  
|                                             |  |      |           |   |      |  
|Asset retirement obligations - non-current   |  | $    | 3,293,900 |   |      | $



The net decrease in the “Change
in estimate” of $0.9 million in 2013 resulted primarily from an updated calculation of total tons of material needed to
cover the leach pad at Briggs.



Future estimated undiscounted cash-outflows
required to settle AROs for all properties follow.



|Anticipated spending per year (undiscounted): |  |   |          
|--------------------------------------------- |  | - | ---------
|2014                                          |  | $ | 478,700  
|2015                                          |  |   | 115,600  
|2016                                          |  |   | 117,300  
|2017                                          |  |   | 1,018,700
|2018                                          |  |   | 519,500  
|Thereafter                                    |  |   | 5,267,500
|                                              |  |   |          
|Total                                         |  | $ | 7,517,300



Asset retirement obligations are initially
capitalized as part of the cost of the related project, then depreciated and adjusted. Net ARO assets are summarized below. The
aforementioned “Change in estimate” of $0.9 million in 2013 also resulted in the write-off the remaining ARO asset
for Briggs.



Asset Retirement Obligations Capitalized by Property (net
of depreciation):



|               |  | December 31, |         |  | December 31, |  
|-------------- |  | ------------ | ------- |  | ------------ | -
|               |  | 2013         |         |  | 2012         |  
|Briggs Mine    |  | $            | -       |  |              | $
|Reward Project |  |              | 58,500  |  |              |  
|Pinson         |  |              | 263,700 |  |              |  
|               |  |              |         |  |              |  
|Total          |  | $            | 322,200 |  |              | $



22







ARO liabilities are summarized in the
table below.



Summary of Asset Retirement Obligations by Property:



|                 |  | December 31, |           |  | December 31, |  
|---------------- |  | ------------ | --------- |  | ------------ | -
|                 |  | 2013         |           |  | 2012         |  
|Kendall Mine     |  | $            | 978,200   |  |              | $
|Briggs Mine      |  |              | 1,909,500 |  |              |  
|Pinson Project   |  |              | 674,100   |  |              |  
|Columbia Project |  |              | 68,000    |  |              |  
|Reward Project   |  |              | 91,500    |  |              |  
|                 |  |              |           |  |              |  
|Total            |  | $            | 3,721,300 |  |              | $



| | 10. | Notes
                                         payable:
| | --- | -------------------------------------------------------



The following provides a roll-forward
of notes payable as of:



|                                       |  | December 31 |            |   | December 31 |  
|-------------------------------------- |  | ----------- | ---------- | - | ----------- | -
|                                       |  | 2013        |            |   | 2012        |  
|Balance, beginning of the period       |  | $           | 22,511,300 |   |             | $
|Principal payments                     |  |             | (3,681,600 | ) |             |  
|Discount paid for Sprott Amendment Fee |  |             | (1,533,200 | ) |             |  
|Amortization of Discount               |  |             | 882,700    |   |             |  
|Write-off of Discount                  |  |             | 1,054,700  |   |             |  
|Notes Issued                           |  |             | 937,100    |   |             |  
|Foreign Exchange Effect                |  |             | (1,164,100 | ) |             |  
|Balance, end of the period             |  |             | 19,006,900 |   |             |  
|Less: notes payable - current          |  |             | 17,576,500 |   |             |  
|                                       |  |             |            |   |             |  
|Notes payable - non-current            |  | $           | 1,430,400  |   |             | $



In February 2012, the Company reached
an agreement with Sprott Resource Lending Partnership (“Sprott”) to extend the term of its existing C$20 million note
with principal repayments extended through August 31, 2013. As consideration for extending the credit facility Atna issued 618,556
common shares to Sprott. The note was entered into in 2011 with a one-year term and an annual rate of 9 percent interest in order
to finance the acquisition and initial development of Pinson.



In March 2013, the Company reached an
agreement with Sprott to extend the term of the remaining $17.5 million credit facility with amortizing payments of $1.46 million
due each month commencing September 2013 and ending in August 2014. As consideration for extending the credit facility, Atna issued
675,240 common shares to Sprott.



In October 2013, the Company reached an
agreement with Sprott to extend the term of the remaining $17.5 million credit facility with amortizing payments of C$0.5 million
due each month commencing January 2014 and ending in November 2014 when the C$12.0 million balance of the loan was also due. The
annual coupon rate on this facility was increased from 9 percent to 12 percent. Sprott was granted a security position in the
Briggs mine. The agreement also called for the Company to raise an additional C$5.0 million in working capital by March 31, 2014
via the sale of non-core assets or other means. As consideration for extending the credit facility, Atna issued 6,562,500 common
shares to Sprott.



23







In January 2014, the Sprott Note was repaid
in full. See Note 25 regarding a refinancing in January 2014, subsequent to December 31, 2013.



A roll-forward for the Sprott credit facility
follows through December 31, 2013.



|                                                                                          |  |             |            |   | Transaction |   |            |       | 
|----------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | ----------- | - | ---------- | ----- | 
|                                                                                          |  | Sprott Note |            |   | Costs       |   |            | Total | 
|Issuance of note in August 2011                                                           |  | $           | 20,421,300 |   |             | $ | (1,037,100 | )     | 
|Amortization of discount                                                                  |  |             | -          |   |             |   | 383,300    |       | 
|Foreign exchange effect                                                                   |  |             | (755,600   | ) |             |   | 37,700     |       | 
|Balance, December 31, 2011                                                                |  | $           | 19,665,700 |   |             | $ | (616,100   | )     | 
|                                                                                          |  |             |            |   |             |   |            |       | 
|Discount for Sprott amendment fee                                                         |  |             | -          |   |             |   | (600,500   | )     | 
|Amortization of discount                                                                  |  |             | -          |   |             |   | 764,600    |       | 
|Foreign exchange effect                                                                   |  |             | 436,800    |   |             |   | (13,100    | )     | 
|Current balance, December 31, 2012                                                        |  | $           | 20,102,500 |   |             | $ | (465,100   | )     | 
|                                                                                          |  |             |            |   |             |   |            |       | 
|Discount for Sprott amendment fee                                                         |  |             | -          |   |             |   | (1,533,200 | )     | 
|Principal Payments                                                                        |  |             | (2,449,700 | ) |             |   | -          |       | 
|Amortization of discount                                                                  |  |             | -          |   |             |   | 882,700    |       | 
|Write-off Discount                                                                        |  |             | -          |   |             |   | 1,054,700  |       | 
|Foreign exchange effect                                                                   |  |             | (1,225,000 | ) |             |   | 60,900     |       | 
|Balance, end of period                                                                    |  | $           | 16,427,800 |   |             | $ | -          |       | 
|Less: current liability net of
    transaction costs to be amortized at December 31, 2013 |  |             |            |   |             |   |            |       | 
|                                                                                          |  |             |            |   |             |   |            |       | 
|Sprott note - non-current liability at December 31, 2013                                  |  |             |            |   |             |   |            |       | 



Interest expense and capitalized interest on Notes payable
for the periods ended December 31, 2013, 2012 and 2011 follow.



|                                                  |  | Twelve months ended December
    31 |          
|------------------------------------------------- |  | ----------------------------------- | ---------
|                                                  |  | 2013                                |          
|Interest expense                                  |  | $                                   | 803,800  
|Amortization of Sprott debt transaction cost      |  |                                     | 500,600  
|Write-off Sprott debt transaction cost            |  |                                     | 1,054,700
|Subtotal interest expense from Notes              |  | $                                   | 2,359,100
|                                                  |  |                                     |          
|Interest expense capitalized to mine development: |  |                                     |          
|Cash interest payments to lenders                 |  | $                                   | 876,000  
|Amortization of Sprott debt transaction cost      |  |                                     | 382,100  
|                                                  |  | $                                   | 1,258,100



24







| | 11. | Finance
                                         leases:
| | --- | --------------------------------------------------------



The following provides a roll-forward
of finance leases as of:



|                                           |  | December 31 |            |   | December 31 |  
|------------------------------------------ |  | ----------- | ---------- | - | ----------- | -
|                                           |  | 2013        |            |   | 2012        |  
|Liability balance, beginning of the period |  | $           | 3,330,900  |   |             | $
|New leases                                 |  |             | 4,873,800  |   |             |  
|Payments applied to principal              |  |             | (2,252,900 | ) |             |  
|Lease adjustment                           |  |             | (109,000   | ) |             |  
|Balance, end of the period                 |  |             | 5,842,800  |   |             |  
|Less: finance leases - current liability   |  |             | 2,136,100  |   |             |  
|                                           |  |             |            |   |             |  
|Finance leases - non-current liability     |  | $           | 3,706,700  |   |             | $
|                                           |  |             |            |   |             |  
|Cost of leased assets                      |  | $           | 9,198,600  |   |             | $
|Accumulated depreciation for leased assets |  | $           | 3,203,400  |   |             | $



Future minimum lease payments as of December
31, 2013 follow.



|2014                                        |  | $ | 2,341,400 | 
|------------------------------------------- |  | - | --------- | 
|2015                                        |  |   | 2,179,500 | 
|2016                                        |  |   | 1,564,300 | 
|2017                                        |  |   | 114,900   | 
|2018 and later years                        |  |   | -         | 
|Total minimum finance lease payments        |  | $ | 6,200,100 | 
|Less: Imputed interest                      |  |   | 357,300   | 
|                                            |  |   |           | 
|Present value of net minimum lease payments |  | $ | 5,842,800 | 



The weighted average interest rate on
finance-lease balances as of December 31, 2013 is 4.2 percent, with the range of rates varying between 2.5 percent and 7.9 percent.
Depreciation expense for equipment with financing leases and interest on finance lease obligations for the years ended December
31, 2013, 2012 and 2011 were:



|                                                  |  | 2013 |           |  | 2012 |   |         | 2011 | 
|------------------------------------------------- |  | ---- | --------- |  | ---- | - | ------- | ---- | 
|Depreciation expense                              |  | $    | 1,402,000 |  |      | $ | 550,100 |      | 
|Interest expense                                  |  | $    | 248,800   |  |      | $ | 3,700   |      | 
|Interest expense capitalized to mine development: |  | $    | 137,000   |  |      | $ | 102,800 |      | 



| | 12. | 2009
                                         Gold Bonds:
| | --- | ---------------------------------------------------------



On December 9, 2009, the Company closed
a private placement of $14.5 million of Gold Bonds (“2009 Gold Bonds”). The 2009 Gold Bonds required quarterly payments
through December 21, 2013; each quarter’s payment being equivalent to the market value of 814 ounces of gold based on a
closing gold price ten-trading-days prior to the end of each quarter. Interest at a 10 percent annual rate was payable quarterly
on the declining principal balance.



25







The Company recorded an initial discount
on the 2009 Gold bonds of $1.8 million. The discount was comprised of $1.2 million of transaction costs associated with the 2009
Gold Bonds and the $0.6 million initial fair value of the embedded derivative. The discount is amortized using the effective interest
method and amortization was $0.1 million, $0.3 million, and $0.5 million for the twelve months ended December 31, 2013, 2012 and
2011, respectively.



For purposes of financial reporting, the
embedded derivative has been separated from the 2009 Gold Bond liability (See Note 8). The following provides a roll-forward of
the Gold Bonds and related discounts for the twelve months ended December 31, 2013.



|                           |  |            |            |   | Discounts   |   |         |            | 
|-------------------------- |  | ---------- | ---------- | - | ----------- | - | ------- | ---------- | 
|                           |  |            |            |   | Transaction |   |         | Embedded   | 
|                           |  | Gold Bonds |            |   | Costs       |   |         | Derivative | 
|Balance, December 31, 2012 |  | $          | 3,625,000  |   |             | $ | (82,500 | )          | 
|Payments                   |  |            | (3,625,000 | ) |             |   | -       |            | 
|Amortization               |  |            | -          |   |             |   | 82,500  |            | 
|Balance, December 31, 2013 |  | $          | -          |   |             | $ | -       |            | 
|Less: gold bonds - current |  |            |            |   |             |   |         |            | 
|Gold bonds - non-current   |  |            |            |   |             |   |         |            | 



The following provides a roll-forward
of the Gold Bonds and related discounts for the twelve months ended December 31, 2012.



|                           |  |            |            |   | Discount    |   |          |            | 
|-------------------------- |  | ---------- | ---------- | - | ----------- | - | -------- | ---------- | 
|                           |  |            |            |   | Transaction |   |          | Embedded   | 
|                           |  | Gold Bonds |            |   | Costs       |   |          | Derivative | 
|Balance, December 31, 2011 |  | $          | 7,250,000  |   |             | $ | (297,100 | )          | 
|Payments                   |  |            | (3,625,000 | ) |             |   | -        |            | 
|Amortization               |  |            | -          |   |             |   | 214,600  |            | 
|Balance, December 31, 2012 |  | $          | 3,625,000  |   |             | $ | (82,500  | )          | 
|Less: gold bonds - current |  |            |            |   |             |   |          |            | 
|Gold bonds - non-current   |  |            |            |   |             |   |          |            | 



| | 13. | Income
                                         taxes:
| | --- | ------------------------------------------------------



The Company recognizes future tax assets
and liabilities for each tax jurisdiction in which it operates based on the difference between the financial reporting and tax
basis of assets and liabilities using the enacted tax rates expected to be in effect when the taxes are paid or recovered. The
Company recognizes deferred tax assets when it is probable that sufficient future taxable profit will be available to utilize
the asset.



Tax recognized in net income or loss:



|                               |  | 2013 |            |   | 2012 |   |         | 2011 | 
|------------------------------ |  | ---- | ---------- | - | ---- | - | ------- | ---- | 
|Current tax (recovery) expense |  | $    | (299,200   | ) |      | $ | 98,100  |      | 
|Deferred tax expense           |  |      | 10,327,500 |   |      |   | 95,500  |      | 
|Income tax expense (recovery)  |  | $    | 10,028,300 |   |      | $ | 193,600 |      | 



26







A reconciliation of expected income tax
on net income at statutory rates with the actual expense (recovery) for income taxes is as follows:



|                                                  |  | 2013 |             |   | 2012 |   |            | 2011 | 
|------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ---------- | ---- | 
|(Loss) income before income taxes                 |  | $    | (39,591,300 | ) |      | $ | 7,079,600  |      | 
|Statutory tax rate                                |  |      | 0.35        |   |      |   | 0.35       |      | 
|Tax (recovery) expense at statutory rate          |  |      | (13,856,900 | ) |      |   | 2,477,800  |      | 
|                                                  |  |      |             |   |      |   |            |      | 
|Foreign tax rates                                 |  |      | 190,300     |   |      |   | 147,400    |      | 
|State tax                                         |  |      | (1,844,200  | ) |      |   | 40,500     |      | 
|Change in tax rates                               |  |      | (7,100      | ) |      |   | (74,800    | )    | 
|Nondeductible share-based compensation            |  |      | 182,000     |   |      |   | 105,100    |      | 
|Excess percentage depletion                       |  |      | (639,500    | ) |      |   | (1,584,600 | )    | 
|Recognition of previously unrecognized tax losses |  |      | -           |   |      |   | (2,792,100 | )    | 
|Losses for which no deferred tax asset recognized |  |      | 25,371,800  |   |      |   | -          |      | 
|Expiration of net operating losses                |  |      | 319,400     |   |      |   | 1,906,100  |      | 
|Other                                             |  |      | 312,500     |   |      |   | (31,800    | )    | 
|                                                  |  |      |             |   |      |   |            |      | 
|Income tax expense (recovery)                     |  | $    | 10,028,300  |   |      | $ | 193,600    |      | 



Recognized deferred tax assets and liabilities:



Deferred tax assets and liabilities are
attributable to the following as of December 31, 2013 and 2012.



|                                     |  | Assets |   |  | Liabilities |   |            | Net  | 
|------------------------------------ |  | ------ | - |  | ----------- | - | ---------- | ---- | 
|                                     |  | 2013   |   |  | 2012        |   |            | 2013 | 
|Net operating loss carryforwards, US |  | $      | - |  |             | $ | 11,912,000 |      | 
|Credit carryforwards                 |  |        | - |  |             |   | 430,700    |      | 
|Property, plant and equipment        |  |        | - |  |             |   | -          |      | 
|Reclamation costs                    |  |        | - |  |             |   | 1,469,900  |      | 
|Derivatives                          |  |        | - |  |             |   | 714,600    |      | 
|Compensation                         |  |        | - |  |             |   | 98,900     |      | 
|Other                                |  |        | - |  |             |   | 2,387,600  |      | 
|Tax assets (liabilities)             |  | $      | - |  |             | $ | 17,013,700 |      | 



A change of ownership under Section 382
of the Internal Revenue Code occurred due to the Atna/Canyon merger in 2008. As a result of the ownership change, the utilization
of US NOL’s existing at the merger date is limited to approximately $1.0 million per annum for US federal purposes.



During 2013, the Company updated and recognized
reductions of $10.3 million in its deferred tax assets attributable to its US net operating loss carryforwards and all other sources.
As development efforts have been suspended for the time being for Pinson and Reward and until the timing and magnitude of future
taxable profits becomes clearer, the Company determined that there is not a sufficient probability that future taxable profits
will be available to utilize tax loss carryforwards and deductible temporary differences. Loss carryforwards have extended carryforward-periods
that do not commence expiry until 2018.



27







Unrecognized deferred tax assets:



Unrecognized deferred tax assets are attributable
to the following.



|                                                       |  | 2013 |            |  | 2012 |  
|------------------------------------------------------ |  | ---- | ---------- |  | ---- | -
|                                                       |  |      |            |  |      |  
|Tax losses                                             |  | $    | 24,326,700 |  |      | $
|Deductible temporary differences, (liabilities) assets |  |      | 7,096,100  |  |      |  
|                                                       |  | $    | 31,422,800 |  |      | $



The Company recognizes the benefit of
deferred tax assets only to the extent it is probable that future taxable income will be offset by tax losses and deductible temporary
differences. The Company's unrecognized deferred tax assets attributable to tax losses are comprised of approximately $22.9 million
of US net operating losses, $1.4 million of Canadian noncapital losses and nil of Canadian capital losses. The US net operating
losses expire between 2018 and 2033 and the unrecognized Canadian noncapital losses expire between 2028 and 2031. The unrecognized
deferred tax liabilities and assets attributable to temporary differences relate principally to differing tax bases in mineral
properties.



| | 14. | Commitments
                                         and contingencies:
| | --- | -----------------------------------------------------------------------



| | (a) | Kendall Mine
                                         reclamation:
| | --- | ------------------------------------------------------------------



Kendall is located approximately
20 miles north of Lewistown, Montana. Kendall was developed by CR Kendall Corporation (“CRK”), a wholly owned subsidiary,
as an open-pit, heap-leach gold mine that operated from 1988 to its closure in 1995. Leaching of the remaining gold in the heap-leach
pads continued through early 1998. From 1998 to the present time, the Company conducted closure activities, principally relating
to collection, treatment and disposal of water contained in the process system and mine area, and re-vegetation of waste-rock
dump surfaces. Water management and treatment at the site will continue for the foreseeable future. Since mine closure in 1996,
approximately $15.2 million has been expended on closure and reclamation activities at Kendall.



In April 2012, Kendall entered
into an agreement with the MDEQ, whereby Atna agreed to provide financial support to complete a final EIS closure study. As part
of this agreement, Kendall submitted on July 25, 2012 an application to the MDEQ providing a final closure and reclamation plan
for the Kendall mine site. The MDEQ has performed a completeness review of this plan, and Kendall has prepared responses to this
review. The EIS will be managed by the MDEQ in consultation with Kendall. Any costs in excess of the EIS project budget will be
shared equally between CRK and the MDEQ. No work has commenced on this study. In 2001, CRK deposited with the MDEQ approximately
$1.9 million in a fund to accomplish required reclamation work. This fund was never utilized and with accumulated interest now
totals approximately $2.3 million. Once a final Record of Decision on the final closure plan has been issued by the MDEQ as part
of the Agreement, CRK will create a trust fund to provide for any future operation, maintenance and replacement of water treatment
and closure facilities. Funds remaining on deposit with the MDEQ will be utilized in funding this trust.



| | (b) | Surety bonds:
| | --- | -------------



All reclamation and surety bonds
are subject to at least annual review and adjustment.



The Briggs Mine operates under
permits granted by various agencies including the Bureau of Land Management, Inyo County, California, the California Department
of Conservation, and the Lahontan Regional Water Quality Control Board. The Company, via a surety, has posted reclamation bonds
with these agencies in the amount of $4.4 million. Restricted cash held as collateral by the sureties and related to Briggs amounts
to $1.3 million.



28







The total bonding requirement
for Reward is $6.2 million of which $5.3 million will be required when the Company commences plant construction and removal of
overburden. The Phase 1 surety bond of $0.9 million has been posted to cover the installation of tortoise exclusion fencing, site
road improvements, in-fill drilling, water wells and related pipelines, other earthwork and installation of power lines and facilities.
Restricted cash held as collateral by a surety related to the Phase 1 surety bond is $0.3 million.



The reclamation bond posted
for Pinson is $0.8 million. Restricted cash held as collateral by a surety and related to Pinson currently amounts to $0.2 million.
The State of Nevada and the Bureau of Land Management have indicated that they will require approximately $0.9 million in additional
bonds in 2014 for obligations to be assumed as part of the acquisition in 2011, and the surety has indicated they will require
additional collateral of $0.3 million upon issuance of these bonds.



| | (c) | Property
                                         lease commitments:
| | --- | --------------------------------------------------------------------



The Company has entered into
various leases for office space and office equipment. As of December 31, 2013, there were future minimum lease payments of approximately
$0.1 million per year for all office space and office equipment leases. The current office space lease terminates in December
2015.



The Company has also entered
into various mining lease arrangements for purposes of exploring, and if warranted, developing and producing minerals from the
underlying leasehold interests. The lease arrangements typically require advance royalty payments during the pre-production phase
and a production royalty upon commencement of production, with previously advanced payments credited against the production royalties
otherwise payable. Advance royalty commitments will vary each year as the Company adds or deletes properties. Minimum advance
royalty payments total approximately $0.1 million annually. The mining lease arrangements start with a primary length that ranges
between five to twenty years and are renewed at the Company’s discretion.



The Company is also required
to pay an annual rental fee to the federal government for any unpatented mining claims, mill or tunnel site claims on federally
owned lands at the rate of $140 per claim. The Company’s present inventory of claims would require approximately $0.1 million
in annual rental fees, however, this amount will vary as claims are added or dropped. The length of fees is indefinite and is
based on the Company’s discretion to maintain the claims.



| | (d) | Potential
                                         penalty associated with Notice of Violation
| | --- | ----------------------------------------------------------------------------------------------



In June 2013, Briggs received
a Notice of Violation (NOV) in connection with the fact that one of its then four stationary diesel generators did not meet State
of California emission standards for diesel toxic control measures. The Company has removed the subject generator from service
and is negotiating final resolution of this NOV with the California Air Resources Board. The Company has accrued for a settlement
it deems reasonable and probable. In order not to seriously prejudice the Company’s negotiations, the potential amount of
the settlement is not disclosed, although if disclosed, the Company judges that the amount would not materially affect an investor’s
decision.



29







| | 15. | Equity
                                         transactions:
| | --- | -------------------------------------------------------------



The following provides a roll-forward
of the Company’s beginning and ending common shares outstanding as of:



|                                       |  | Number of Shares |            
|-------------------------------------- |  | ---------------- | -----------
|                                       |  | December 31,     |            
|                                       |  | 2013             |            
|Balance, beginning of the period       |  |                  | 144,989,922
|Sprott credit agreement and amendments |  |                  | 7,237,740  
|Warrant exercises                      |  |                  | -          
|Option exercises                       |  |                  | 150,544    
|Restricted shares                      |  |                  | 1,143,938  
|Equity Offerings                       |  |                  | 36,400,000 
|Balance, end of the period             |  |                  | 189,922,144



See Note 16 pertaining to the exercise
of options as equity transactions.



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



On September 12, 2012, the Company completed
a short-term prospectus financing and issued 17.25 million common shares for gross proceeds of $C17.25 million and net proceeds
of C$16.0 million. In addition, the Company issued a total of 1,035,000 brokers’ warrants with an exercise price of C$1.00
and an eighteen-month term. The warrants were determined to have a fair value of C$0.3 million and were recorded in contributed
surplus. The fair value was determined using a Black-Scholes model using the Company’s share price at issuance, an expected
life of 1.5 years, expected volatility of 55 percent, and a risk-free rate of 0.22 percent.



In the first quarter of 2012 and the first
quarter of 2013 the Company issued Sprott 618,556 and 675,240 common shares, respectively, inconsideration for its extension of
its credit facility. As consideration for extending the credit facility, in the fourth quarter of 2013, the Company issued Sprott
6,562,500 common shares.



No warrants were exercised in the twelve
months of 2013. In the twelve months of 2012, outstanding warrants to purchase 8,459,911 common shares were exercised at a price
of C$0.70 per share. The following is a summary of the brokers’ warrants outstanding as of December 31, 2013.



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



30









| | 16. | Stock Options and Restricted Stock Unit Share-based
compensation:
| | --- | -----------------------------------------------------------------



On May 7, 2013, the Company’s shareholders
approved the renewal for another three years of the Company’s Stock Option Plan (the “Option Plan”) and approved
a new additional Restricted Stock Unit Plan (“RSU Plan”). Both plans are administered by the Compensation Committee
of the Board consisting entirely of independent directors. The maximum number of option and RSU shares issuable at any time is
equal to 10 percent of the number of issued and outstanding shares on a non-diluted basis. As of December 31, 2013, there were
a maximum of 19.0 million underlying shares available under the Plans of which 11.1 million have been granted and are outstanding.
Directors and employees of, or consultants to, the Company or any of its affiliates are eligible to participate in the Plans. The
Board may terminate or amend the Plans at any time and for any reason. The Plans do not have a termination date but according to
TSX requirements all available and unreserved securities must be approved every three years by the directors and shareholders.
Barring further amendments to the Plans, the shareholders will next be asked to renew the Plans in 2016.



The exercise price of
each stock option and each RSU is based on, and may not be less than, 100 percent of the fair market value of its common shares
on the date of grant. The fair market value is generally determined as the average of the high and low trading prices of common
shares on the three trading days before and including the date of the grant. The term of each stock option and RSU is fixed by
the Compensation Committee and may not exceed five years from the date of grant. The Compensation Committee also determines the
vesting requirements of the grant which may be accelerated at a later date by the Compensation Committee.



The only RSUs granted to date vested immediately
upon being granted and issued and were paid in lieu of cash compensation and fees otherwise due. In 2013, under these terms, 1,143,900
shares were issued with a fair value of $115,000.



The fair values of options and RSUs with
future vesting are estimated on the date of grant using a Black-Scholes valuation model that uses the assumptions noted in the
following table. Expected market volatility is based on a number of factors including historical volatility of the Company’s
common shares, the Company’s market capitalization, future outlook of the Company, and other fair value related factors.
The Company uses historical information in estimating the expected term. Vesting periods for options have typically been over a
two year period. The risk-free rate is based on the yields of Canadian benchmark bonds which approximate the expected life of the
option. The Company has never paid a dividend and will be determining future dividends based on a number of still contingent factors;
currently the expected dividend yield is nil. All of the share-based compensation was recorded as general and administrative expense.



The following table provides certain stock
option disclosures for the years ended December 31:



|                                                        |  | 2013 |     |  | 2012 |   |     | 2011 | 
|------------------------------------------------------- |  | ---- | --- |  | ---- | - | --- | ---- | 
|Stock-based compensation expense - millions             |  | $    | 0.8 |  |      | $ | 0.9 |      | 
|Intrinsic value of options exercised - millions         |  | $    | 0.2 |  |      | $ | 1.2 |      | 
|Fair value of awards vesting - millions                 |  | $    | 0.8 |  |      | $ | 0.8 |      | 
|Cash received on option exercises - millions            |  | $    | 0.0 |  |      | $ | 0.4 |      | 
|Unamortized stock-based compensation expense - millions |  | $    | 0.2 |  |      | $ | 0.8 |      | 



The following table summarizes the weighted-average
assumptions used in determining fair values of option grants during the years ended December 31:



|                                 |  | 2013 |          |  | 2012 |  |          | 2011 | 
|-------------------------------- |  | ---- | -------- |  | ---- |  | -------- | ---- | 
|Grant date fair value            |  |      | CAD$0.10 |  |      |  | CAD$0.46 |      | 
|Grant market price               |  |      | CAD$.22  |  |      |  | CAD$1.12 |      | 
|Common share price at period-end |  |      | CAD$.11  |  |      |  | CAD$1.09 |      | 
|Expected volatility              |  |      | 87%      |  |      |  | 59%      |      | 
|Expected option term - years     |  |      | 3.1      |  |      |  | 3.0      |      | 
|Risk-free interest rate          |  |      | 1.2%     |  |      |  | 1.2%     |      | 
|Forfeiture rate                  |  |      | 9.2%     |  |      |  | 8.7%     |      | 
|Dividend yield                   |  |      | 0%       |  |      |  | 0%       |      | 



31







Stock options



The following tables summarize the stock
option activity during the years ended December 31, 2013 and 2012.



|                                               |  |         |        |   | Weighted  |   |      | Weighted   |  |   | Weighted         |  |  | Aggregate    |    
|---------------------------------------------- |  | ------- | ------ | - | --------- | - | ---- | ---------- |  | - | ---------------- |  |  | ------------ | ---
|                                               |  |         |        |   | Average   |   |      | Average    |  |   | Average          |  |  | Intrinsic    |    
|                                               |  | Number  |        |   | Exercise  |   |      | Fair Value |  |   | Remaining        |  |  | Value        |    
|Outstanding Grants 2013                        |  | (000's) |        |   | Price CAD |   |      | CAD        |  |   | Contractual Life |  |  | Millions CAD |    
|Balance, beginning of the period               |  |         | 9,533  |   |           | $ | 0.82 |            |  | $ | 0.32             |  |  |              | 3.0
|Granted                                        |  |         | 3,097  |   |           | $ | 0.22 |            |  | $ | 0.10             |  |  |              |    
|Exercised/Released                             |  |         | (293   | ) |           | $ | 0.73 |            |  | $ | 0.27             |  |  |              |    
|Cancelled/Forfeited                            |  |         | (597   | ) |           | $ | 1.01 |            |  | $ | 0.39             |  |  |              |    
|Expired                                        |  |         | (663   | ) |           | $ | 0.45 |            |  | $ | 0.20             |  |  |              |    
|Balance, end of the period                     |  |         | 11,077 |   |           | $ | 0.69 |            |  | $ | 0.27             |  |  |              | 2.8
|Vested and exercisable, end of the period      |  |         | 8,924  |   |           | $ | 0.74 |            |  | $ | 0.29             |  |  |              | 2.5
|Vested and expected to vest, end of the period |  |         | 10,837 |   |           | $ | 0.69 |            |  | $ | 0.27             |  |  |              | 2.8



|                                               |  |         |        |   | Weighted  |   |      | Weighted   |  |   | Weighted         |  |  | Aggregate    |    
|---------------------------------------------- |  | ------- | ------ | - | --------- | - | ---- | ---------- |  | - | ---------------- |  |  | ------------ | ---
|                                               |  |         |        |   | Average   |   |      | Average    |  |   | Average          |  |  | Intrinsic    |    
|                                               |  | Number  |        |   | Exercise  |   |      | Fair Value |  |   | Remaining        |  |  | Value        |    
|Outstanding Grants 2012                        |  | (000's) |        |   | Price CAD |   |      | CAD        |  |   | Contractual Life |  |  | Millions CAD |    
|Balance, beginning of the period               |  |         | 9,484  |   |           | $ | 0.73 |            |  | $ | 0.28             |  |  |              | 3.2
|Granted                                        |  |         | 2,685  |   |           | $ | 1.12 |            |  | $ | 0.46             |  |  |              |    
|Exercised/Released                             |  |         | (2,195 | ) |           | $ | 0.79 |            |  | $ | 0.29             |  |  |              |    
|Cancelled/Forfeited                            |  |         | (438   | ) |           | $ | 0.68 |            |  | $ | 0.26             |  |  |              |    
|Expired                                        |  |         | (3     | ) |           | $ | 1.32 |            |  | $ | 0.42             |  |  |              |    
|Balance, end of the period                     |  |         | 9,533  |   |           | $ | 0.82 |            |  | $ | 0.32             |  |  |              | 3.0
|Vested and exercisable, end of the period      |  |         | 6,830  |   |           | $ | 0.74 |            |  | $ | 0.29             |  |  |              | 2.7
|Vested and expected to vest, end of the period |  |         | 9,252  |   |           | $ | 0.81 |            |  | $ | 0.32             |  |  |              | 2.9







The following table summarizes the exercise
price ranges of options at December 31, 2013:



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



| | 17. | Financial Risk Management:
| | --- | --------------------------



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



32







Gold price risk: The Company’s
primary product is gold. The value of the Company’s inventory and long-lived assets, its earnings and its operating cash
flows are significantly impacted by the market price of gold. The market price of gold and the value of mineral interests related
thereto have fluctuated widely and are affected by numerous factors beyond the control of the Company. These factors include international
economic and political conditions, expectations of inflation, international currency exchange rates, interest rates, global or
regional consumptive patterns, speculative activities, changes in production due to mine development and improved mining and production
methods, metal stock levels, governmental regulations, and central bank policies. The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result in the Company not receiving a profit or acceptable rate of return on
invested capital or the investment not retaining its value.



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



The Company may enter into gold derivative
contracts (hedges) to mitigate the impacts of lower gold prices on its operations. Management and the Board have set a gold hedge
limit of 50 percent of annual production plus a reserve tail of 25 percent of the life-of-mine production. The gold derivative
contracts may include the purchase of put options and the sale of call options, which in some cases are structured as a collar,
and forward gold sales, including embedded derivatives. Derivative financial instruments are recorded at fair value, and hedge
accounting has not been employed.



2,600 call-options, participating at $1,425
per gold ounce and having maturity dates throughout first quarter 2014, were held at December 31, 2013; and these had an immaterial
fair value. The only derivative contracts existing as of December 31, 2012 were embedded forward gold sales in the 2009 Gold Bonds
described in Notes 8 and 12.



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



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



A new covenant in the third amendment to
the Sprott credit agreement (See Notes 10 and 20), entered in October of 2013, reduced permitted equipment financing to $10.5 million
through December 31, 2013 and to $10.0 million for periods in 2014 through the loan expiration date of November 31, 2014. The subsequent
refinancing with Waterton (See Note 25) permits up to $12 million of equipment financing.



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



33







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



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



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



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



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



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



One of the market conditions that may affect
the price of gold is the extent to which gold is viewed as a safe-haven or hedge against fluctuations in major currencies such
as the US dollar and the Euro. Foreign exchange may therefore have a significant indirect impact upon the Company.



34







Credit and customer risks:
Credit risk represents the loss that would be recognized if counterparties failed to perform as contracted. Credit risks arise
from market, industry, and individual counterparty conditions. Concentrations of credit risk, on or off balance sheet, exist for
counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to
be similarly affected by changes in economic or other conditions. The Company manages counterparty credit risk by monitoring the
creditworthiness of counterparties.



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



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



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



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



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



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



35







| | 18. | Cost of Sales:
| | --- | --------------



The following is a reconciliation
of current period mine operating costs to cost of sales for the years indicated.



|                                                             |  | Twelve months ended December 31 |           
|------------------------------------------------------------ |  | ------------------------------- | ----------
|                                                             |  | 2013                            |           
|Mine operating costs excluding depreciation and amortization |  | $                               | 32,606,400
|Decrease (increase) in gold inventory, excluding             |  |                                 |           
|depreciation and amortization components                     |  |                                 | 693,400   
|Production related depreciation and amortization             |  |                                 | 7,015,100 
|Adjustments of inventory to net realizable value             |  |                                 | 2,595,600 
|                                                             |  |                                 |           
|Total cost of sales                                          |  | $                               | 42,910,500



Cost of sales includes all mine-site operating
costs, mine-site overhead, production taxes, royalties (if any), and mine-site depreciation, amortization and depletion. Period
costs, expensed as incurred and reported separately from cost of sales, include exploration and property-maintenance expenses,
holding costs, corporate office costs, impairments of non-current assets, business development costs and other period costs not
associated with the production process. All mine-site costs including depreciation, amortization and depletion are included in
inventory and relieved to cost of sales when products are sold.



| | 19. | Earnings per share:
| | --- | -------------------



The Company computes
earnings per share (“EPS”) by applying the provisions of IAS 33. The weighted average dilutive securities included
in the December 31, 2012 and 2011 EPS calculation were 4,840,570 and 885,959 common share equivalents, respectively. Common share
equivalents, which include share options, warrants to purchase common shares, share grants and convertible debentures, in the years
ended December 31, 2013, 2012, and 2011 that were not included in the computation of diluted EPS because the effect would be antidilutive
were 10.5 million, 8.9 million, and 15.9 million, respectively. Because the Company reported a net loss for the year ended December
31, 2013, inclusion of common share equivalents would have an antidilutive effect on per share amounts and consequently, the Company’s
basic and diluted EPS are the same for the twelve months ended December 31, 2013.



| | 20. | Pinson Acquisition:
| | --- | -------------------



In September 2011, the Company acquired
an additional 70 percent interest in Pinson, located in Humboldt County, Nevada, increasing its ownership interest to 100 percent.
At closing, Atna also signed a non-exclusive Ore Milling and Gold Purchase Agreement allowing for processing of Pinson sulfide
ores at Barrick’s Goldstrike processing facilities. Barrick retained a 10 percent, net profits royalty that will be triggered
after the first 120,000 ounces of gold are sold. The purchase of Pinson was accounted for as an asset acquisition.



36







The calculation of the purchase price and
the allocation of the purchase price are summarized in the following tables.



|Purchase price                                      |  |   |           
|--------------------------------------------------- |  | - | ----------
|Cash to Barrick                                     |  | $ | 15,000,000
|Atna common shares issued to Barrick                |  |   | 11,333,469
|Fair value of assets given up in purchase agreement |  |   | 66,841    
|Asset retirement obligations                        |  |   | 1,517,850 
|                                                    |  | $ | 27,918,160



Please see Note 10 regarding
financing of the Pinson acquisition.



|Purchase price allocation, inclusive of financing transaction |  |   |            
|------------------------------------------------------------- |  | - | -----------
|Property, plant, mine development, and mineral interests net  |  | $ | 27,918,160 
|Cash                                                          |  |   | 5,244,268  
|August interest netted with proceeds                          |  |   | 102,106    
|Sprott legal expenses netted with proceeds                    |  |   | 74,885     
|Asset retirement obligations                                  |  |   | (1,517,850 
|Notes payable                                                 |  |   | (20,421,259
|Share capital                                                 |  |   | (11,333,469
|Gain on fair value of assets given up in purchase agreement   |  |   | (66,841    
|                                                              |  | $ | -          



| | 21. | Remuneration of Key Management Personnel:
| | --- | -----------------------------------------



Key management personnel include the members
of the Board and the senior leadership team. Compensation for key management personnel was as follows.



|                                               |  | Twelve months ended December 31, |          
|---------------------------------------------- |  | -------------------------------- | ---------
|                                               |  | 2013                             |          
|                                               |  |                                  |          
|Short-term employee benefits (1)               |  | $                                | 1,154,000
|Post-employment benefits (2)                   |  |                                  | 31,400   
|Share-based payments (3)                       |  |                                  | 124,500  
|                                               |  |                                  |          
|Total compensation of key management personnel |  | $                                | 1,309,900



(1) Represents annual salary, fees, and short term incentives/bonuses
earned in the year.

(2) Represents Company contributions to retirement savings plans.

(3) Represents the estimated value of stock options granted
in the year.



37







| | 22. | Other Income and Insurance Claims and Settlements:
| | --- | --------------------------------------------------



In the first half of 2012, elements of
the secondary crusher at CR Briggs prematurely failed, creating insurable events. In 2012, the Company received $435,800, net of
a $100,000 deductible, for the principal property damage claim. This partial settlement was first applied to a $213,900 loss on
disposal of the failed components, and the insurance proceeds of $221,900 in excess of the loss on disposal were recorded as non-operating
“Other income”, representing most of the $254,600 of “Other income” recognized in 2012.



In 2013, a final and additional settlement
of $158,700 related to the insurable event in 2012 was received and recognized as “Other income”. In addition in 2013,
settlements of another separate insurance claim and a legal-settlement with an insurance broker contributed $124,400 and $85,700,
respectively, to “Other income”. Income from an exploration property contributed $172,400 in 2013. Combined these represented
$541,400 of the $634,400 of “Other income” recognized in 2013.



| | 23. | Impairment of Non-Current Assets:
| | --- | ---------------------------------



In 2013, triggering events prompted impairment
evaluations. Accounting for the impairment of non-current assets requires that we estimate the fair value less cost of disposal
of these assets. Significant judgments and assumptions are required including the selection of valuation methods. The following
factors, among others, affect the fair value of exploration properties and mineral resources: the size of the estimated resource,
the estimated grade of the ore, the degree of infrastructure already present, the degree to which development has already occurred,
the potential for positive findings from additional exploration, and gold price-trends. Net asset values for other gold mining
companies, recent market prices for exploration properties and resources, and recent inquiries and offers for properties are some
of the inputs considered.



An impairment loss for non-current assets
of $33.1 million was recognized at December 31, 2013 on the Consolidated Statement of Operations. There was no impairment at December
31, 2012. The table below depicts the impairments by property at December 31, 2013.



|Property                                                                |  | Type                                                                                                                                                                       |  | 2013 Impairment Loss ($000's) |        |  | Adjusted Book Value at Dec. 31, 2013 (000's) |   |        | Events and Circumstances
|----------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ------ |  | -------------------------------------------- | - | ------ | ------------------------
|Douglas Uranium, Wyoming                                                |  | Exploration property                                                                                                                                                       |  | $                             | 1,007  |  |                                              | $ | 1      |                         
|Suitcase/Mineral Hill, California                                       |  | Exploration property                                                                                                                                                       |  |                               | 29     |  |                                              | $ | 1      |                         
|Jackson, California                                                     |  | Exploration property                                                                                                                                                       |  |                               | 29     |  |                                              | $ | 1      |                         
|Ecstall, British Columbia                                               |  | Exploration property                                                                                                                                                       |  |                               | 19     |  |                                              | $ | 1      |                         
|Kendall Lands, Montana                                                  |  | Land attached to mine in reclamation                                                                                                                                       |  |                               | 512    |  |                                              | $ | 1      |                         
|Montana Mineral Rights                                                  |  | Mineral rights                                                                                                                                                             |  |                               | 815    |  |                                              | $ | 1,300  |                         
|Pinson, Nevada (Impairment of Underground Secondary Development - Only) |  | Secondary development, i.e. stope-accesses from the primary access, (excluding resources, buildings, equipment, and primary development).  Mine development was suspended. |  |                               | 30,679 |  |                                              | $ | 34,699 |                         
|Total                                                                   |  |                                                                                                                                                                            |  | $                             | 33,090 |  |                                              | $ | 36,004 |                         





38







|Footnotes:                                                                                                                                                                                                                                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. General required disclosure — No reversals of impairment losses have been recognized to date.                                                                                                                                                                                                                                                                                                                                         
|2. General required disclosure — Estimated fair values as of December 31, 2013 are based on Level 3 inputs within the fair-value hierarchy, except that Level 2 inputs were also used in evaluating the fair values of the Montana mineral rights and Pinson resources.                                                                                                                                                                  
|3. Poor uranium market, Little recent exploration activity, JV partner may drop.                                                                                                                                                                                                                                                                                                                                                         
|4. Poor potential for development & poor gold market.                                                                                                                                                                                                                                                                                                                                                                                    
|5. 349.2 acres have value, but a very limited market exists for the land.                                                                                                                                                                                                                                                                                                                                                                
|6. $300K sale is pending, last offer of $1.0 MM for remaining rights.                                                                                                                                                                                                                                                                                                                                                                    
|7. Pinson-underground placed on care and maintenance in 2013, pending improved gold-market, reengineering for new mining methods, and additional financing. Impairing secondary development that may not be used in the future. Retaining value paid for 70% interest, i.e., resources in both underground and open-pit areas; cost of primary underground development that may be used in the future; and building and equipment values.



The impaired properties are non-operating
properties at various stages of development; mineral rights, exploration properties, a property on care and maintenance pending
development, and a property associated with a mine in reclamation. Based on experience gained during development activities at
Pinson-underground in 2013, additional engineering studies, mine designs, and economic analyses are deemed appropriate. The Company
judged it more likely than not that the mining method at Pinson-underground will need to be modified and secondary development
completed-to-date, i.e., accesses to stopes from the primary access, may not have a future benefit, so the cost of the secondary
development alone is considered impaired. The Company still considers it probable that the primary development, buildings, equipment,
and resources at Pinson will have future benefits and therefore retain their values.



To calculate the net present value of cash
flows expected to be generated by the Briggs mine, we used the Briggs’ life of mine plan, estimated costs based largely on
recent performance, a weighted average cost of capital of 12 percent, and a long-term gold price of $1,300 per ounce; and no impairment
of that property was indicated. Inputs to this evaluation involve significant estimates and judgments. It is estimated that a $100
per ounce change in gold price improves or worsens, as the case may be, the net present value of the Briggs assets by $11.1 million
or by 36 percent of the net book value of the long-term assets. A one percent change in the discount rate impacts the net present
value by approximately $0.8 million.



| | 24. | Exploration and property-maintenance expenditures:
| | --- | --------------------------------------------------



The following schedules provide details
of the Company’s exploration and property-maintenance expenses for the periods ended December 31st. The Company
did not recognize any capitalized exploration in these periods.



|                           |  | Twelve months ended |        
|-------------------------- |  | ------------------- | -------
|                           |  | 2013                |        
|Exploration expenses       |  |                     |        
|Briggs                     |  | $                   | 172,500
|Pinson                     |  |                     | 352,200
|Reward                     |  |                     | -      
|Columbia                   |  |                     | 92,900 
|Other                      |  |                     | 86,300 
|Total exploration expenses |  | $                   | 703,900



39







|                                    |  | Twelve months ended |          
|----------------------------------- |  | ------------------- | ---------
|                                    |  | 2013                |          
|Property - maintenance expenses     |  |                     |          
|Reward                              |  | $                   | 211,400  
|Pinson                              |  |                     | 920,800  
|Total property-maintenance expenses |  | $                   | 1,132,200



Expensed exploration relates to the costs
of locating, defining and evaluating projects that may develop into mineral resources. Exploration activities generally include
prospecting, sampling, mapping, drilling, land holding costs and other work related to the search for mineralized material. Maintenance
expenses for non-operating properties include costs of maintaining land and mineral leases, costs of water disposal or treatment,
and personnel costs.



| | 25. | Subsequent Events:
| | --- | ------------------



On January 31, 2014, the Company entered
into a $22.0 million credit facility agreement (the “Agreement”) with Waterton Precious Metals Fund II Cayman, LP (“Waterton”).
The Company used this new credit facility to pay the current liability due Sprott of approximately C$18.1 million under the Company’s
existing secured credit facility, and the balance for general working capital purposes including a reduction in trade payables.



Under the terms of the Agreement, the credit
facility is a non-revolving, senior secured facility, that bears interest at a coupon-rate of 10% per annum and matures on the
earlier of (i) the date that is 24 months following the date of the Agreement (or if the facility has been accelerated in the event
of a default, the date on which Waterton demands repayment), and (ii) the date all amounts owing under the credit facility are
voluntarily or mandatorily prepaid in full, without a repayment penalty. On the maturity date, Atna will pay to Waterton (i) a
cash fee equal to 5% of the credit facility, and (ii) if the payment date occurs on or after the first anniversary of the date
of the Agreement, the Company will pay an additional cash fee equal to 5% of the credit facility less any prepayments made during
the first 12 months of the Agreement. As consideration for structuring the credit facility, Atna paid to Waterton a cash structuring
fee of US$440,000 and, after receipt of approval from the TSX, issued to Waterton 10,000,000 common-share purchase-warrants (the
“Lender Warrants”). Each Lender Warrant entitles Waterton to acquire one common share of the Company at an exercise
price of C$0.25 per common share for a period of three years following the issue date. The Lender Warrants will be subject to a
four-month hold period in Canada.



Assets owned by Atna in Canyon Resources
Corp. (CRC) and assets owned by CRC in CR Briggs Corporation, CR Montana Corporation, CR Reward Corporation, and Atna Resources
Inc. were pledged as security under the Agreement. Covenants restrict equipment financings to $12 million and require Waterton’s
consent for material asset sales. The Agreement precludes additional borrowings and guarantees of debt, except for Permitted Debt
and Liens, and allows early prepayments without incurrence of a prepayment fee. The loan origination costs were capitalized and
will be amortized over the minimum contractual life of the loan facility.



40