ATNA RESOURCES LTD.

                CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 and 2001
                 (Expressed in Canadian dollars)







               MANAGEMENT DISCUSSION AND ANALYSIS

The   following  discussion  and  analysis  should  be  read   in
conjunction  with  the audited Consolidated Financial  Statements
for the years ended December 31, 2002, 2001 and 2000.

Overview

Atna  Resources  Ltd. commenced operations  in  1984.   It  is  a
mineral  resource  exploration company engaged primarily  in  the
business  of acquiring and exploring resource properties  with  a
particular focus on base and precious metal deposits.  During the
period  from  2000  to  late 2002, the  Company  was  focused  on
advanced staged copper properties in Chile with the potential  to
generate  near  term profit and cash flow, and  also  on  various
precious  metal  exploration prospects.  In September  2002,  the
Company  re-emphasized gold exploration projects and initiated  a
work program in Nevada.  It has interests in properties in Canada
(British  Columbia  and Yukon Territory), in  the  United  States
(Arizona and Nevada), and in South America (Chile).

Results of Operations

Year Ended December 31, 2002 Compared to Year Ended December  31,
2001

During  the  2002  fiscal year, the company incurred  a  loss  of
$5,273,769 ($1,995,641 for 2001), resulting in basic and  diluted
loss  per  share of $0.24 ($0.09 for 2001). The loss is inclusive
of  a  write  down  of $1,824,956 ($3,113 for  2001)  in  mineral
property  costs,  a $485,455 ($357,430 for 2001)  write  down  of
holdings  in  marketable securities, and a $78,098 ($150,000  for
2001)  write-off of the Company's investment in the VGCG  limited
partnership.

Interest  income  for the 2002 fiscal year decreased  to  $97,209
from  $510,138  during the 2001 fiscal year.   The  reduction  of
$412,929  was  the combined result of the reduced interest  rates
and lower average balances of cash and cash equivalents in 2002.

General  and  administrative expenses for the  2002  fiscal  year
increased to $1,008,644 from $691,586 in 2001.  The increase  was
primarily  attributed to one-time severance expenses of  $378,356
in  relation  to  the termination of four employees  in  2002;  a
$24,429  increase  in  rent and services expenses  was  primarily
attributed  to  a  full year of operating costs incurred  by  the
Companys  Chile  office  in 2002 as compared  to  six  months  of
operating  costs  in  2001;  a $18,352  increase  in  shareholder
communications  arose due to the increase in  corporate  investor
relations  activities;  and  a  $37,970  increase  in  wages  and
benefits  occurred due to a reduction of the amount  of  salaries
capitalized   to  project  costs.   The  $144,573   decrease   in
professional  fees  was  primarily  attributed  to  the   Company
utilizing fewer external consultants.

Exploration  and  business development for the 2002  fiscal  year
increased to $1,906,424 from $1,296,510 for the 2001 fiscal year.
Expenses  include  the internal allocation  of  Company  salaries
based  on  time spent on this activity, fees charged  by  outside
consultants and engineering firms, and travel expenses related to
due diligence activities. Of the 2002 amount, $1,194,212 incurred
in  due  diligence expenses related to copper prospects in Chile,
and  $463,643  incurred in due diligence expenses  related  to  a
project in Spain.

The Company incurred $1,053,169 ($1,059,384 for 2001) in deferred
exploration  costs, which were partially offset by an  amount  of
$7,517  ($183,128  for  2001) in grants received  under  a  Yukon
government exploration incentive program, an aggregate amount  of
$295,402  ($nil  for 2001) in cash and shares  from  Apex  Silver
Mines  (which  funded  the  Chanarcillo  exploration  program  in
Chile),  and  a  refund of $16,855 ($nil for 2001) in  previously
overpaid  cash  calls  from its partner in  the  Wolverine  Joint
Venture.

The  $1,824,956 write-down of mineral properties in 2002  ($3,113
for  2001) related to costs incurred in 2002 and prior  years  on
projects  that  no longer met the Companys criteria  for  further
exploration. Of the 2002 write-off amount, $1,711,723 related  to
projects  in Chile, $52,307 related to projects in Alaska,  U.S.,
and $60,925 related to projects in British Columbia, Canada.

Year Ended December 31, 2001 Compared to Year Ended December  31,
2000

During  the  2001  fiscal year, the Company incurred  a  loss  of
$1,995,641 ($2,714,984 for 2000), resulting in basic and  diluted
loss  per  share of $0.09 ($0.13 for 2000). The loss is inclusive
of  a  $150,000  ($nil  for 2000) write  down  of  the  Company's
investment in the VGCG limited partnership, a $357,430 ($nil  for
2000) write down of holdings in marketable securities, and $3,113
($2,181,070 for 2000) in mineral property costs written off.  The
Company  became  a  shareholder of Valerie  Gold  Resources  Ltd.
during 2001 and formed the VGCG limited partnership to propose an
alternate slate of individuals to stand for election to the board
of directors of that company.

Interest  income for the 2001 fiscal year decreased  to  $510,138
from  $571,709  during  the 2000 fiscal year.   The  decrease  in
interest  income was due to lower average balances  of  cash  and
cash equivalents in 2001.

Administrative  expenses for the 2001 fiscal  year  increased  to
$691,586  from  $569,655  in 2000.  The principal  administrative
expense  variances  were professional fees,  which  increased  to
$217,029 for the year ended 2001 from $90,791 in 2000, and office
expenses,  which  increased to $78,190 for  the  2001  year  from
$44,930 in 2000.  The increase in professional fees was primarily
due  to  the Company utilizing external consultants in connection
with  matters not addressed in-house by salaried personnel.   The
increase  in office expenses was partly due to an addition  of  a
new Chile office in July 2001.

Exploration  and  business development for the 2001  fiscal  year
increased  to $1,296,510 from $521,554 for the 2000 fiscal  year.
$335,711   of   the  2001  amount  related  to  exploration   and
acquisition costs incurred on the Monterde property,  located  in
Mexico,  which  the  Company dropped during  the  year.   If  the
exploration  and  acquisition  costs  incurred  on  the  Monterde
property   are  excluded,  aggregate  exploration  and   business
development  expenditures were $960,799 as compared  to  $521,554
for  the 2000 fiscal year.  The increase can be attributed to the
increased  activity  of  the Company in seeking  exploration  and
business opportunities.

The Company incurred $1,059,384 ($2,497,682 for 2000) in deferred
exploration costs, which were partially offset by an aggregate of
$183,128  in grants received under a Yukon government exploration
incentive program.

There was no cash provided by financing activities during 2001 as
compared to $454,000 for the 2000 fiscal year.   During 2000, the
Company  raised  $454,000  by issuing  710,000  units  through  a
private  placement.  Each unit was comprised of one common  share
and  one non-transferable share purchase warrant.  Each one  such
warrant  entitles  the holder to purchase one  additional  common
share  of  the Company for a period of five years, at a price  of
$0.74 per share.

Liquidity and Capital Resources

The  Company has financed its operations principally through  the
sale of its equity securities.  As the Company does not have  any
producing mineral properties, its only revenue source is interest
income earned from amounts on deposit.  Interest income earned is
dependent  on  the  amount  of funds available  for  deposit  and
changes in interest rates.  Unless the Company is able to  obtain
additional  funds through the sale of its equity securities,  the
amount  of interest income earned is expected to decrease as  the
Company continues exploring its existing mineral properties.

The  Company had a net working capital position of $3,475,682  at
December  31, 2002, compared to $7,868,356 at December  31,  2001
and  $10,727,593  at  December 31, 2000.  The  Company's  current
working capital position provides it with sufficient liquidity to
meet its 2003 operating requirements.

Outlook

The  Company  continues to carry out exploration of  its  mineral
properties  and  to review new prospects and opportunities.   The
Company  expects  to  obtain financing in  the  future  primarily
through  joint  venturing  or optioning  its  properties  and  by
obtaining further equity and/or debt financing.



                    D E  V I S S E R  G R A Y
                      CHARTERED ACCOUNTANTS

                                     401 - 905 West Pender Street
                                             Vancouver, BC Canada
                                                          V6C 1L6

                                              Tel: (604) 687-5447
                                              Fax: (604) 687-6737
AUDITORS' REPORT

To the Shareholders of Atna Resources Ltd.

We have audited the consolidated balance sheets of Atna Resources
Ltd.  as  at  December  31, 2002 and 2001  and  the  consolidated
statements of operations and deficit and cash flows for  each  of
the  years  in  the  three-year period ended December  31,  2002.
These   financial  statements  are  the  responsibility  of   the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards in Canada and the United States  of  America.
Those  standards  require that we plan and perform  an  audit  to
obtain reasonable assurance whether the financial statements  are
free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial statements.  An audit also includes assessing  the
accounting  principles  used and significant  estimates  made  by
management, as well as evaluating the overall financial statement
presentation.

In  our  opinion, these consolidated financial statements present
fairly, in all material respects, the financial position  of  the
Company as at December 31, 2002 and 2001 and the results  of  its
operations and cash flows for each of the years in the three-year
period  ended  December  31,  2002 in  accordance  with  Canadian
generally  accepted accounting principles.  As  required  by  the
Company  Act (British Columbia), we report that, in our  opinion,
these principles have been applied on a consistent basis.


Signed "De Visser Gray"

CHARTERED ACCOUNTANTS

Vancouver, British Columbia
February 24, 2003



COMMENTS  BY AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING
CONFLICT

In  the  United States, reporting standards for auditors  require
the  addition of an explanatory paragraph (following the  opinion
paragraph)   when  the  financial  statements  are  affected   by
significant  uncertainties  and  contingencies  such   as   those
referred to in note 1 to these financial statements.  Although we
conducted  our audits in accordance with both Canadian  and  U.S.
generally  accepted  auditing  standards,  our  report   to   the
shareholders  dated February 24, 2003 is expressed in  accordance
with  Canadian  reporting  standards  which  do  not  require   a
reference  to such matters when the uncertainties are  adequately
disclosed in the financial statements.


Signed "De Visser Gray"


CHARTERED ACCOUNTANTS

Vancouver, British Columbia
February 24, 2003



                       ATNA RESOURCES LTD.
                   Consolidated Balance Sheets
                        As at December 31
                 (Expressed in Canadian dollars)


                                         2002         2001

                                           $           $

                        A S S E T S


Current

 Cash and cash equivalents             3,687,711   7,735,343

 Amounts receivable                       59,717      15,865

 Marketable securities (note 3)           53,360     278,933

 Prepaid expenses                         27,673      28,230

                                       3,828,461   8,058,371



Value-added tax receivable (note 4)      181,317      66,683

Investment in VGCG limited partnership         -     225,000
(note 13)

Resource properties (note 5)           8,952,606   9,727,707

Capital assets                            69,301      62,429

Reclamation deposits                           -       2,500

                                      13,031,685  18,142,690



                   L I A B I L I T I E S

Current

 Accounts payable and accrued            352,779     190,015
 liabilities





           S H A R E H O L D E R S'   E Q U I T Y



Share capital (note 8)                34,051,138  34,051,138

   2002 and 2001 - 21,757,037 shares

Deficit                             (21,372,232)(16,098,463)

                                      12,678,906  17,952,675

                                      13,031,685  18,142,690



  Approved by the Board of Directors:



  Signed "David H. Watkins"          Signed "Glen D. Dickson"

  David H. Watkins                   Glen D. Dickson


  See accompnaying notes to the consolidated financial statements



                       ATNA RESOURCES LTD.
        Consolidated Statements of Operations and Deficit
                 For the Years Ended December 31
                 (Expressed in Canadian dollars)



                                      2002        2001       2000

                                        $           $          $

Revenue

 Interest income                      97,209     510,138    571,709

 Dividend income                       4,000       6,000      2,000

                                     101,209     516,138    573,709

Expenses

 Amortization                         14,555      11,477     10,796

 Office                               81,463      78,190     44,930

 Professional fees                    72,756     217,029     90,791

 Exploration and business          1,906,424  *1,296,510    521,554
 development

 Rent and services                    90,449      66,020     59,891

 Shareholder communications          185,495     167,143    179,817

 Listing and transfer agent fees      19,488      20,537     18,225

 Severance payments                  378,356           -          -

 Wages and benefits                  180,637     142,667    176,001

 Foreign exchange (gain) loss         49,442    (64,451)   (32,948)

 Net loss on sales of marketable       2,410      64,716     34,220
 securities

 Write-down of investment in VGCG     78,098     150,000          -
 limited partnership

 Write-down of marketable            485,455     357,430          -
 securities

 Write-off of resource properties  1,824,956       3,113   2,181,070

 Write-off of capital assets           4,994       1,398       4,346

                                   5,374,978   2,511,779   3,288,693



Net loss for the year             (5,273,769) (1,995,641) (2,714,984)

Deficit - beginning of year      (16,098,463)(14,102,822)(11,387,838)

Deficit - end of year            (21,372,232)(16,098,463)(14,102,822)



Loss per share (note 10)             $ (0.24)    $ (0.09)    $ (0.13)



Weighted-Average Number of

  Common Shares Outstanding        21,757,037  21,408,812  20,748,375

*$335,711  of  this 2001 amount related to exploration  and
 acquisition costs incurred on the Monterde property, located  in
 Mexico,  which  the Company dropped during the 2001  year.   All
 other previously-deferred costs in respect to this property  had
 been written-off at December 31, 2000.

See accompanying notes to the consolidated financial statements



                      ATNA RESOURCES LTD.
              Consolidated Statements of Cash Flows
                For the Years Ended December 31,
                 (Expressed in Canadian dollars)


                                     2002         2001        2000

                                       $            $          $

Cash provided by (used for):



Operating Activities

Net loss for the year             (5,273,769) (1,995,641) (2,714,984)

Adjustments for items not
involving cash

  Amortization                        14,555      11,477      10,796

  Capital assets written-off           4,994       1,398       4,346

  Investment in VGCG limited          78,098     150,000           -
  partnership written-down

  Marketable securities written-     485,455     357,430           -
  down

  Net loss on sales of marketable      2,410      64,716      34,220
  securities

  Resource properties written-off  1,824,956       3,113   2,181,070

                                  (2,863,301) (1,407,507)  (484,552)

Changes in non-cash working
capital components:

  Amounts receivable                 (43,852)     29,687      23,170

  Accounts payable                    162,764     55,898      52,517

  Prepaid expenses                        557     10,512     (12,429)

  Value-added tax receivable        (114,634)    (66,683)          -

                                  (2,858,466) (1,378,093)   (421,294)


Investing Activities

Acquisition of resource properties  (372,585)    (77,767)   (564,046)

Exploration and development - net   (680,584)   (981,617) (1,412,082)

Government grants received              7,517    183,128           -

Investment in VGCG limited           (78,098)   (150,000)          -
partnership

Purchase of capital assets - net     (30,624)    (16,430)    (22,238)
of proceeds

Purchase of marketable securities   (700,560)    (30,152)   (102,680)

Proceeds on sales of marketable       663,268      82,318     30,000
securities

Reclamation deposits refunded           2,500           -          -

                                  (1,189,166)   (990,520) (2,071,046)


Financing Activity

Share capital issued                        -           -     454,400



Net decrease in cash and cash     (4,047,632) (2,368,613)  (2,037,940)
equivalents

Cash and cash equivalents -         7,735,343  10,103,956   12,141,896
beginning of year

Cash and cash equivalents - end of  3,687,711   7,735,343   10,103,956
year


Supplementary cash flow disclosures (note 6)

See accompanying notes to the consolidated financial statements



                       ATNA RESOURCES LTD.
         Notes to the Consolidated Financial Statements
                December 31, 2002, 2001 and 2000
                 (Expressed in Canadian dollars)

1.   NATURE OF OPERATIONS

     The Company is incorporated in British Columbia and involved
     in   the   acquisition  of  resource  properties  that   are
     considered  sites of potential economic mineralization,  and
     is currently engaged in the exploration of these properties.
     Certain  of the Companys properties contain defined  mineral
     resources  that  cannot  be  considered  economic  until   a
     commercial feasibility study is carried out.  The ability of
     the Company to realize the costs it has incurred to date  on
     these  properties is dependent upon it being able to develop
     a  commercial ore body, to finance the required  exploration
     and   development   costs  and  to  acquire   environmental,
     regulatory,  and other such permits as may be  required  for
     the successful development of the property.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation

     These consolidated financial statements include the accounts
     of  the  Company  and  its wholly-owned  subsidiaries:  Atna
     Resources Inc., incorporated in the State of Nevada, U.S.A.;
     Minera Atna Chile Limitada, incorporated in Chile; and  Atna
     Cayman  Ltd., incorporated in Cayman Islands.  The financial
     statements   are  prepared  in  accordance   with   Canadian
     generally  accepted  accounting  principles  (GAAP),   which
     differ from U.S. GAAP as described in note 12.

     Resource Properties and Deferred Costs

     The  cost  of  mineral properties and their  related  direct
     exploration  costs  are deferred until  the  properties  are
     placed  into production, sold or abandoned.  These  deferred
     costs will be amortized on the unit-of-production basis over
     the  estimated  useful life of the properties following  the
     commencement of production, or written-off if the properties
     are sold, allowed to lapse or abandoned.

     Cost  includes any cash consideration and advance  royalties
     paid, and the fair market value of shares issued, if any, on
     the  acquisition of mineral properties.  Properties acquired
     under  option agreements, whereby payments are made  at  the
     sole discretion of the Company, are recorded in the accounts
     when  the  payments  are  made.  The  amounts  recorded  for
     mineral   claim  acquisitions  and  their  related  deferred
     exploration   and   development   costs   represent   actual
     expenditures  incurred  and  are  not  intended  to  reflect
     present or future values.

     The  Company  reviews  capitalized  costs  on  its  resource
     properties  on  a  periodic  basis  and  will  recognize  an
     impairment in value based upon current exploration  results,
     if  any,  and upon managements assessment of the probability
     of  future profitable revenues from the property or from the
     sale  of  the  property.   Managements  assessment  of   the
     propertys estimated current fair market value is also  based
     upon  a  review  of  other property transactions  that  have
     occurred in the same geographic area as that of the property
     under review.

     Administrative costs are expensed as incurred.

     Use of Estimates

     The  preparation of financial statements in conformity  with
     generally accepted accounting principles requires management
     to  make  estimates and assumptions that affect the reported
     amounts of assets and liabilities and the disclosure of  any
     contingent  assets and liabilities as at  the  date  of  the
     financial  statements, as well as the  reported  amounts  of
     revenues  earned  and expenses incurred during  the  period.
     Actual results could differ from those estimates.

     The  Companys investments in marketable securities are  items
     that,  due  to expected market volume and price fluctuations,
     may yield net realizable values that are materially different
     from their current carrying values at any point in time.

     Foreign Currency Translation

     The   Company  translates  its  foreign  operations  on   the
     following   basis:  monetary  assets  and   liabilities   are
     translated  at  the  rate of exchange in  effect  as  at  the
     balance  sheet  date and non-monetary assets and  liabilities
     are   translated   at  their  applicable  historical   rates.
     Revenues  and expenses are translated at the rates prevailing
     at the date of the transaction, except for amortization which
     is  translated  at the historical rates associated  with  the
     assets being amortized.

     Foreign  exchange  gains and losses from the  translation  of
     foreign operations are recognized in the current period.

     Capital Assets

     Capital  assets  are recorded at cost and are amortized  over
     their  estimated useful economic lives on a declining balance
     basis  at  annual  rates  of 30% and 20%,  respectively,  for
     computer  and office equipment, and on a straight-line  basis
     over  three  years for exploration equipment and the  capital
     assets of Minera Atna Chile Limitada.

     Cash Equivalents

     Cash   equivalents  consist  of  temporary   investments   in
     commercial  paper and money market deposits that  are  highly
     liquid  and  readily convertible to known  amounts  of  cash,
     although in some cases their maturity dates extend beyond one
     year  from  the date of the financial statements.   All  cash
     equivalents are carried at their current market values,  with
     any  adjustments  from  cost recorded with  interest  income.
     Cash equivalents are inclusive of accrued interest amounts on
     securities  that  bear coupon interest, as receipt  of  these
     amounts is also considered to be certain and measurable.

     Fair Value of Financial Instruments

     The  carrying  amounts  of  cash and  temporary  investments,
     amounts   receivable,  marketable  securities,  and  accounts
     payable  and accrued liabilities approximate their  aggregate
     fair values due to the short term nature of virtually all  of
     their component balances.

     Joint Ventures

     The Company conducts some of its mineral property exploration
     activities   in   conjunction   with   other   companies   in
     unincorporated  joint  ventures.  Under  Canadian  GAAP,  the
     Company  accounts for its interests in joint  ventures  using
     the  proportionate  consolidation method;  under  U.S.  GAAP,
     joint ventures are accounted for by the equity method.  There
     is  currently no material impact upon the Companys  financial
     statement  presentation  resulting  from  the  difference  in
     Canadian and U.S. accounting standards for joint ventures  as
     the  Companys  share of all expenditures  incurred  by  joint
     ventures  has  to date been deferred within mineral  property
     costs.  Refer to note 12 for a description of differences  in
     financial  statements line items that would  result  from  an
     application of U.S. GAAP.

     Share Capital

     Common  shares  issued  for  non-monetary  consideration  are
     recorded at their fair market value, typically  based  either
     upon  the  trading price of the Companys shares  on  the  TSX
     Venture  Exchange (TSX)on the date of the agreement to  issue
     the  shares  or  the average closing price of  the  last  ten
     trading days of the Companys shares on the TSX prior  to  the
     date  of issue thereof. Costs incurred to issue common shares
     are deducted from share capital.

     Income Taxes

     The  Company  accounts for potential future  tax  assets  and
     liabilities   by  recognizing  the  future  tax  consequences
     attributable  to differences between the financial  statement
     carrying amounts of existing assets and liabilities and their
     respective tax bases.  Future tax assets and liabilities  are
     measured using the enacted or substantively enacted tax rates
     that are expected to apply to taxable income in the years  in
     which   those  temporary  differences  are  expected  to   be
     recovered  or settled.  The effect on future tax  assets  and
     liabilities of a change in tax rates is recognized in  income
     in  the  period  that  includes  the  date  of  enactment  or
     substantive  enactment  of  the  change.   When  the   future
     realization  of income tax assets does not meet the  test  of
     being more likely than not to occur, a valuation allowance in
     the  amount of the potential future  benefit is taken and  no
     net  future  tax  asset  is recognized.   Such  an  allowance
     currently  applies  fully to all of  the  Companys  potential
     income tax assets.

     Stock-Based Compensation

     The  Company follows the intrinsic value method of accounting
     for  stock options granted to directors and employees.  Under
     this  method, no compensation expense is recorded when  stock
     options  are  granted  to  directors  and  employees  if  the
     exercise  price of the stock options granted is at  or  above
     the   current  market  value.   Any  consideration  paid   by
     directors  and employees on the exercise of stock options  is
     credited  to  share capital.  The effects of  accounting  for
     stock-based  compensation to directors  and  employees  as  a
     compensation  expense,  using  the  fair  value  method,   is
     disclosed as pro-forma information.

     The  Company  records  stock options granted  to  consultants
     using  the fair value method and records the expense  in  the
     period the options are vested.

     The  adoption  of  this  accounting  policy  for  stock-based
     compensation  has  been applied prospectively  to  all  stock
     options granted subsequent to January 1, 2002.

3.   MARKETABLE SECURITIES

     During  the  current year, the Company changed its accounting
     policy for investments in marketable securities such that  it
     now  considers  these  securities to be  current  assets  and
     therefore  subject  to  adjustment, on a security-by-security
     basis, to the lower of cost and market value as at the end of
     each reporting period.

     As  at  December  31,  2002, the Company held  the  following
     marketable securities:


                                     Number    Original/  Market
                                       of      Adjusted   Value
                                     Shares      Cost    Dec. 31,
                                                   $       2002
                                                            $



     Bravo Resources Partners Ltd.   166,666     25,000     5,000

     Minto Explorations Ltd.         108,500     19,765    17,360

     Novicourt Inc.                   20,000     39,190    31,000

                                                 83,955    53,360

     During  the  current year, the Company entered  an  agreement
     with  Navan  Mining Plc. (Navan) to conduct a  due  diligence
     review of Navans operations in Spain.  Under the terms of the
     Memorandum of Understanding, the Company purchased shares  of
     Navan  for an amount equal to Navans operating costs in Spain
     during  the  due  diligence period, which was  equivalent  to
     Cdn$454,860.  The Companys assessment indicated  that  Navans
     assets  would not satisfy the Companys criteria  for  further
     involvement.  The listing of Navans shares on both London and
     Irish Stock Exchanges was suspended in December 2002 and  the
     Company has written-off its total investment in Navan  shares
     at December 31, 2002.

4.   VALUE-ADDED TAX (VAT) RECEIVABLE

     Value-added tax is levied by the Internal Revenue Service  of
     Chile on imports and local sales and services at the rate  of
     18  percent.   VAT  paid on imports and on  acquisitions  and
     services incurred in order to export may be recovered  either
     as  a  credit against tax due or by requesting reimbursement.
     The  Company  anticipates  that  all  VAT  recorded  will  be
     refunded to it; however, it is unlikely that this amount will
     be  refunded in the current year and accordingly the  balance
     has been classified as a non-current asset.

5.   RESOURCE PROPERTIES

     The  aggregate balances of deferred costs to date by property
     are as follows:

                                      2002      2001       2000

                                       $          $         $

      CANADA

      Yukon

        Wolverine Property         5,624,478  5,639,529 5,759,914

        Wolf Property              1,686,001  1,686,103 1,694,525

        Marg Property                381,453    384,053   393,351

      British Columbia

        Ecstall Property             292,428    288,557   287,915

        White Bull Property          153,089    152,639   152,639

        Uduk Property                 10,689     10,233    10,233


      UNITED STATES

      Alaska

        Petersburg and Wrangell            -     52,307    50,379
        Properties

      Arizona

        Lone Pine Property           353,743    348,918   184,437

      Nevada

        Triple Junction and Dixie     72,310          -         -
        Fork Properties

        Golden Cloud Property         68,302          -         -

        Beowawe Property              45,646          -         -


      CHILE

        Chanarcillo - Calcia               -    111,825         -

        Chanarcillo - Lo Castillo          1     33,164         -

        Barreal Seco                       -    703,786         -

        Celeste                        9,753          -         -


      OTHER PROPERTIES               254,713    316,593   320,237


      TOTAL RESOURCE PROPERTIES    8,952,606  9,727,707 8,853,630


     CANADA

     YUKON
     Wolverine Property

     The Company had a 40% joint venture interest in the Wolverine
     property,  with  Expatriate Resources Ltd.  as  the  property
     operator and owner of the remaining 60% interest.

     During  both  the  2002 and 2001 years, the Company  did  not
     contribute to the Wolverine Joint Venture (JV) work  programs
     and accordingly its interest in the property has been diluted
     by  an amount which management estimates to be less than  1%.
     Under the terms of the JV agreement, the Company retains  the
     right  to  contribute its proportionate  share  of  costs  to
     future  work  programs.  Certain mineral  claims  within  the
     property  are  subject to net smelter return (NSR)  royalties
     ranging from 0.5% to 1%.

     Wolf Property

     The  Company  acquired an initial 65% interest  in  the  Wolf
     property  from  YGC Resources Ltd. (YGC), the  owner  of  the
     remaining   35%   interest,   by  incurring   $1,500,000   in
     exploration expenditures and by paying $210,000  in  cash  to
     YGC.

     YGC did not contribute to the 2000 work program undertaken by
     the  Company and therefore its interest was diluted to 34.4%,
     with the Companys interest being increased to 65.6%.

     Marg Property

     The  Company  purchased a 2/3 joint venture interest  in  the
     Marg  property by making a cash payment of $250,000.   Cameco
     Corporation is the owner of the remaining 1/3 interest.


     BRITISH COLUMBIA
     Ecstall Property

     The  Company  has a 100% interest in 77 mineral claim  units,
     including Crown-granted mining and surface rights, subject to
     a 3% (reducible to 2.5%) NSR royalty.

     White Bull Property

     The  Company  has a 100% interest in 24 mineral  claim  units
     acquired by the issuance of 25,000 common shares.

     Uduk Property

     The Company has a 100% interest in 32 mineral claim units.

     The  Company  entered into an agreement  with  Gold  Mountain
     Resources  Ltd.  (GMR) whereby GMR could earn up  to  a  100%
     interest in the property, subject to a production royalty (an
     escalating  NSR  up to 2.5% after 7 years of production),  by
     paying $150,000 ($10,000 paid) and incurring an aggregate  of
     $1,100,000   ($125,000 incurred) in exploration  expenditures
     prior  to October 26, 2005.  During 2001, GMR was in  default
     of the agreement and accordingly Atna terminated this option.


     UNITED STATES

     ARIZONA
     Lone Pine Property

     The  Company purchased a 100% interest, subject to a  2%  NSR
     granted  as  a finders fee (capped at US$2,000,000),  in  the
     Lone Pine Property by making a cash payment of US$100,000.

     NEVADA
     Triple Junction and Dixie Fork Properties

     During 2002, the Company entered into an agreement with  RMIC
     Gold  (RMIC)  whereby  it can earn up  to  a  100%  interest,
     subject  to  a  3% NSR (uncapped), in the 36 Triple  Junction
     lode  claims  and 31 Dixie Fork lode claims  located  at  the
     south end of the Carlin Gold Trend in Elko county, Nevada, by
     paying an aggregate of US$35,000 (US$20,000 paid) in cash and
     issuing  100,000 common shares to RMIC prior  to  October  7,
     2003.

     Golden Cloud and Beowawe Properties

     The  Company obtained two exclusive options to acquire a 100%
     interest, subject to a 3% royalty on gold revenue less  US$15
     per  realized ounce, in the 107 Golden Cloud lode claims  and
     95 Beowawe lode claims located at the north end of the Carlin
     Gold  District  in  Nevada.  To exercise both  of  these  two
     options  the Company has to pay to the optionor an  aggregate
     of  US$80,000 in cash, allot and issue to the optionor up  to
     150,000  common shares in three separate tranches  of  50,000
     shares  each,  and  carry  out  a  minimum  20,000  feet   of
     exploratory  drilling  on  these  two  properties  prior   to
     November 6, 2005. Following the exercise of the options,  the
     Company will have to make annual advance royalty payments  of
     US$50,000  and  US$75,000, respectively, for  the  first  two
     years   and   US$100,000  each  subsequent  year  until   the
     commencement of commercial production.

     Refer to note 14.

     CHILE
     Chanarcillo - Calcia

     During  2001,  the  Company entered into  an  agreement  with
     Compania  Minera  Calcia  Ltda.  (Calcia)  and  Newton  Asset
     Management Ltd. (Newton) whereby it could earn up to  a  100%
     interest, subject to a 2% NSR (capped at US$3,000,000), in 18
     mineral   concessions  located  in  the  Chanarcillo   mining
     district  in  north-central Chile by  paying  to  Calcia  and
     Newton  an aggregate of US$50,000 (US$40,000 paid)  prior  to
     June  1,  2002  and  making minimum  annual  advance  royalty
     payments of US$50,000 on account of the 2% NSR.  During 2002,
     the  Company terminated the option agreement with Calcia  and
     wrote off the deferred costs incurred on this property.

     Chanarcillo - Lo Castillo

     During  2001, the Company had entered into an agreement  with
     Sociedad  Legal  Minera  Juan Godoy de  Chanarcillo  (S.L.M.)
     whereby it could earn up to a 100% interest, subject to a  2%
     NSR,  in  27  mineral concessions located in the  Chanarcillo
     silver  mining district in north-central Chile by  paying  an
     aggregate  of  US$118,000 (US$6,000 paid)  and  incurring  an
     aggregate  of US$800,000 (US$51,146 incurred) in  exploration
     expenditures prior to August 8, 2007.  At December 31,  2002,
     the  Company is uncertain whether to continue with the option
     agreement, however, to be conservative it has written down the
     deferred costs associated with it to a nominal amount.

     Barreal Seco

     During  2000,  the Company obtained the exclusive  option  to
     acquire  a  100%  interest in the Barreal  Seco  property,  a
     copper  oxide  and sulphide deposit located in  north-central
     Chile.  Under the agreement, the Company had an initial  six-
     month  option  period,  expiring  on  December  6,  2001,  to
     undertake  an  initial  US$250,000 work  program  (completed)
     designed  to  advance the project through the pre-feasibility
     study  stage.  This  option period was extended  but  expired
     during  2002,  and  accordingly the  Company  wrote  off  the
     deferred costs incurred on this property.

     Celeste

     During  2002,  the  Company entered into  an  agreement  with
     Minera Teck Cominco Chile Limitada whereby it acquired a 100%
     interest  in 24 mineral concessions, contiguous to the  Cerro
     Negro  property  in  northern  Chile,  for  consideration  of
     CH$3,700,000 (US$9,753).

     Cerro Negro

     During the current year, the Company incurred acquisition and
     exploration  costs  of $743,651 on the Cerro  Negro  Property
     located northeast of the port city of Chanaral, in Region III
     of Chile. This property option was acquired in 2002, with the
     Company  able  to earn up to a 100% interest  in  30  mineral
     concessions   by   paying   an  aggregate   of   US$6,750,000
     (US$125,000  paid)  and  incurring  an  aggregate  of  US$2.5
     million   (US$356,660  spent  to  December   31,   2002)   in
     exploration expenditures over a five-year period.  Subsequent
     to  year  end,  the Company elected not to proceed  with  the
     property and wrote off all deferred costs associated with it.

     OTHER PROPERTIES

     The  Company  has  interests in other properties  in the Yukon
     Territory.

6.   SUPPLEMENTARY CASH FLOW DISCLOSURES

     Supplementary disclosure of non-cash investing and  financing
     activities:


                                            2002     2001    2000
                                              $       $        $
      Capital asset amortization recorded
      as deferred property costs           4,203      934   6,375

      Common shares issued for purchase
      of marketable securities                 -  304,785       -

      Investment in VGCG limited
      partnership with marketable              -  225,000       -
      securities


7.   RELATED PARTY TRANSACTIONS

     There  were  no related party transactions in 2002,  2001  or
     2000.


8.   SHARE CAPITAL

a)   Authorized   share  capital  of  the  Company   consists   of
     100,000,000 common shares without par value.

     Issued

                      2002                   2001                  2000

                Number                  Number                Number
                  of                      of                    of
                Shares     Amount     Shares     Amount     Shares    Amount
                             $                     $                    $

     Opening 21,757,037 34,051,138  21,108,557 33,746,353  20,398,557 33,291,053
     balance

     Issued for:

       Private        -          -           -          -     710,000    454,400
       placement

       Purchase of    -          -     648,480    304,785           -          -
       marketable
       securities

     Closing 21,757,037 34,051,138  21,757,037 34,051,138  21,108,557 33,746,353
     balance


b)   Stock Options

     Stocks options to purchase common shares have been granted to
     directors, employees and consultants of the Company at excise
     prices  determined by their market value on the date  of  the
     grant.   At December 31, 2002, the Company had stock  options
     outstanding for 2,945,000 common shares.

                                        Weighted-
                                         Average
                              Options   Exercise      Expiry Date
                                          Price          Range
                                            $

     Options outstanding at   2,715,000    0.71        06/16/03 to
     December 31, 2001                                 09/20/04

     Cancelled                 (170,000)   0.71        06/16/03 to
                                                       06/14/04

     Granted                    400,000    0.22        10/16/05 to
                                                       12/05/05

     Options outstanding at   2,945,000    0.64        06/16/03 to
     December 31, 2002                                 12/05/05


     If the Company had accounted for the stock options granted to
     directors and employees using the fair value method, the pro-
     forma  effect  on net loss and loss per share  for  the  year
     ended December 31 , 2002 would be as follows:


     Net loss for the year

         As reported              $5,273,769

         Compensation expense         24,023

     Pro-forma net loss for the   $5,297,792
     year



     Loss per share

          As reported and pro-       $ (0.24)
          forma

     The   fair   value  of  options  included  in  the  pro-forma
     information  above has been estimated using the Black-Scholes
     Option  Pricing  Model based on the following assumptions:  a
     risk  free interest of 6.0%; an expected life of 3 years;  an
     expected volatility of 30 to 32%; and no expectation for  the
     payment of dividends.

     Option  pricing models require the input of highly subjective
     assumptions, particularly as to the expected price volatility
     of  the  stock.  Changes in these assumptions can  materially
     affect   the  fair  value  estimate  and  therefore   it   is
     managements  view that the existing models do not necessarily
     provide  a single reliable measure of the fair value  of  the
     Companys stock option grants.

c)   Stock Options and Warrants Outstanding at December 31, 2002:

                    Number      Exercise    Expiry
                     Out-       Price        Date
         Type      standing       $           (3)

      Options           (1)     0.61      06/16/03
                    820,750

                        (1)     0.75      06/16/03
                    820,750

                        (2)     0.85      06/16/03
                    703,500

                    100,000     0.45      06/14/04

                    100,000     0.34      09/20/04

                     75,000     0.20      10/16/05

                    325,000     0.22      12/05/05

                  2,945,000



      Warrants      710,000     0.74      04/19/05



      (1) 35,000 options subsequently cancelled.
      (2) 30,000 options subsequently cancelled.
      (3) At Decemmber 31, 2002 the weighed-average remaining contractual life
          of outstanding stock options was 0.9 years.

9.   COMMITMENT

     The  Company  has a lease commitment for its office  premises
     which  expires February 29, 2004.  The minimum  annual  lease
     payments are estimated as follows:

                 2003                   $ 50,739

                 2004                      8,456

                                        $ 59,195

10.  LOSS PER SHARE

     Loss  per share has been calculated using the  weighted-average
     number of  common  shares  outstanding during  the  year.
     Diluted loss per share is not presented as it is anti-dilutive
     to loss per share.

11.  INCOME TAXES

     The  Company  has  non-capital losses of  approximately  $3.3
     million,  expiring between 2004 and 2009, that are  available
     to  reduce taxable income in future years.  In addition,  the
     Company has resource and other tax pools available to  reduce
     taxable income that aggregate approximately $17.7 million  at
     December  31,  2002  (2001 - $17.5 million).   The  potential
     benefit  resulting from the application of these amounts  has
     not  been reflected in the financial statements as it  cannot
     be considered likely that they will be utilized.

12.  DIFFERENCE  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY
     ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

     Under  Canadian GAAP applicable to junior mining  exploration
     companies,  mineral exploration expenditures are deferred  on
     prospective  properties until such time as it  is  determined
     that further exploration is not warranted, at which time  the
     property  costs  are  written-off.   Under  U.S.  GAAP,   all
     exploration   expenditures  must   be   expensed   until   an
     independent  feasibility  study  has  determined   that   the
     property is capable of economic commercial production.

                                        2002      2001     2000
                                          $         $        $

     Resource properties following
     Canadian GAAP                   8,952,606    9,727,707    8,853,630

     Less: Exploration costs        (8,952,606)  (9,727,707)  (8,853,630)

     Resource properties following
     U.S. GAAP                               -            -            -



     Net loss following Canadian
     GAAP                           (5,273,769)  (1,995,641)  (2,714,984)


     Property costs expensed under  (1,049,855)    (877,190)  (1,982,503)
     U.S. GAAP

     Deferred property costs         1,824,956        3,113    2,181,070
     written-off under Canadian GAAP


     Net loss under U.S. GAAP       (4,498,668)  (2,869,718)  (2,516,417)

     Opening deficit under         (16,098,463) (14,102,822) (11,387,838)
     Canadian GAAP

     Adjustment to deficit for
     exploration expenditures of
     prior years written-off        (9,727,707)  (8,853,630)  (9,052,197)
     under U.S. GAAP



     Closing deficit               (30,324,838) (25,826,170)  (22,956,452)
     under U.S. GAAP


     Loss per share under U.S. GAAP    $ (0.21)     $ (0.13)      $ (0.12)


13.  INVESTMENT IN VGCG LIMITED PARTNERSHIP

     During  2001,  the Valerie Good Corporate Governance  Limited
     Partnership ("VGCG limited partnership") was formed to  propose
     an  alternate slate of individuals to stand for  election  to
     the  board  of  directors  of  Valerie  Gold  Resources  Ltd.
     ("Valerie").

     The  Company  invested an aggregate of $228,098 (written-off)
     in  cash and 750,000 Valerie shares valued at $225,000 in the
     VGCG  limited partnership. During 2002, the Company wound  up
     the VGCG limited partnership and recovered all of the Valerie
     shares,  which  were subsequently sold in the  market  at  an
     aggregate loss of $95,821.

14.  SUBSEQUENT EVENTS

     In  addition to any items disclosed elsewhere in these notes,
     the  following  occurred  during  the  period  subsequent  to
     December 31, 2002:

     - The  Company  paid  US$40,000 in cash  and  issued  100,000
       common  shares  at  a  deemed  price  of  $0.27  per  share
       pursuant  to  the  terms of the Golden  Cloud  and  Beowawe
       property acquisition agreements.

     - The Company proposed to terminate, subject to shareholder
       approval, employment contracts with three of its employees by
       paying these three employees an aggregate of $220,873, equivalent
       to 30% of the potential future severance liability under the
       current contracts, in the form of 761,630 shares at a deemed price
       of $0.29 per share.

     - The  Company granted an employee 100,000 stock options,
       exercisable at a price of $0.29 per share prior to February 6,
       2006.

     - The Company obtained the exclusive option to acquire a 100%
       interest in the Clover gold property, located in the  Midas
       district of North Central Nevada, in consideration for cash
       payments aggregating US$300,000.  The optionor retained a 3% NSR
       and  the Company has the right to buy back the royalty  for
       US$1,000,000 per 1% interest.