**MANAGEMENT
                INFORMATION CIRCULAR**
 
 As
                at
                March  20,
                2006
   **SOLICITATION
                OF PROXIES**
  **This
                Information Circular is furnished in connection with the solicitation
                of proxies
                by the management of** **** **ATNA
                RESOURCES LTD.** **** **(the
                "Company"), at the time and place and for the purposes set forth
                in the Notice
                of Meeting.**
 
 **Note:**
                      The
                          term "shareholder" as defined in the*Business
                          Corporations Act*S.B.C. 2002, c.57 (the "Act"), except in section 385, means
                          a person whose
                          name is entered in a securities register of a company as
                          a registered
                          owner of a share of the company or, until such an entry
                          is made for the
                          company:
 
 (a)
                      in
                          the case of a company incorporated before the coming into
                          force of the
                          Act, a subscriber, or
 (b)
                      in
                          the case of a company incorporated under the Act, an
                          incorporator.
 
 It
                is
                expected that the solicitation will be primarily by mail. Proxies
                may also be
                solicited personally or by telephone by directors, officers or employees
                of the
                Company at nominal cost. The cost of this solicitation will be borne
                by the
                Company.
  **APPOINTMENT
                OF PROXYHOLDER**
  A
                duly
                completed form of proxy will constitute the person(s) named in the
                enclosed form
                of proxy as the proxyholder for the shareholder (the “Registered Shareholder”).
                The persons whose names are printed in the enclosed form of proxy
                for the
                Meeting are officers or directors of the Company (the “Management
                Proxyholders”).
 
 **A
                Registered Shareholder has the right to appoint a person other than
                a Management
                Proxyholder to represent the Registered Shareholder at the Meeting
                by striking
                out the names of the Management Proxyholders and by inserting the
                desired
                person's name in the blank space provided or by executing a proxy
                in a form
                similar to the enclosed form. A proxyholder need not be a Registered
                Shareholder.**
 
 The
                persons named in the accompanying Form of Proxy are nominees of the
                Company's
                management. **A
                shareholder desiring to appoint some other person (who need not be
                a
                shareholder) to represent him at the meeting may do so** either
                by:
 
 (a)
                      STRIKING
                          OUT THE PRINTED NAMES AND INSERTING THE DESIRED PERSON'S
                          NAME IN THE BLANK
                          SPACE PROVIDED IN THE FORM OF PROXY;
                          OR
 (b)
                      BY
                          COMPLETING ANOTHER PROPER FORM OF
                          PROXY.
 
 The
                completed proxy must be deposited at the office of Pacific Corporate
                Trust
                Company, 510
                Burrard Street, 2nd Floor, Vancouver, British Columbia, Canada, V6C
                3B9  not
                less
                than 48 hours (excluding Saturdays, Sundays and holidays) before
                the time fixed
                for the Meeting.
 
 A
                shareholder who has given a proxy may revoke it by an instrument
                in writing
                delivered to the office of  Pacific
                Corporate Trust Company, Corporate Trust Department, or to the registered
                office
                of the Company, 1040 - 999 West Hastings Street, Vancouver, British
                Columbia,
                Canada, V6C 2W2, at any time up to and including the last business
                day preceding
                the day of the meeting, or any adjournment thereof, or to the Chairman
                of the
                meeting or any adjournment thereof, or in any other manner provided
                by
                law.
  **VOTING
                OF PROXIES**
  If
                the
                instructions as to voting indicated in the proxy are certain, the
                shares
                represented by the proxy will be voted on any poll and where a choice
                with
                respect to any matter to be acted upon has been specified in the
                proxy, the
                shares will be voted on any poll in accordance with the specifications
                so made.
                IF A CHOICE IS NOT SO SPECIFIED, IT IS INTENDED THAT THE PERSON DESIGNATED
                BY
                MANAGEMENT IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES
                REPRESENTED BY
                THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED ON THE FORM OF PROXY
                AND FOR THE
                NOMINEES OF MANAGEMENT FOR DIRECTORS AND AUDITOR.
 
 The
                form
                of proxy accompanying this Information Circular confers discretionary
                authority
                upon the named proxyholder with respect to amendments or variations
                to the
                matters identified in the accompanying Notice of Meeting and with
                respect to any
                other matters which may properly come before the meeting. As of the
                date of this
                Information Circular, the management of the Company knows of no such
                amendment
                or variation or matters to come before the meeting other than those
                referred to
                in the accompanying Notice of Meeting.
  **NON-REGISTERED
                HOLDERS**
  **Only
                Registered Shareholders or duly appointed proxyholders are permitted
                to vote at
                the Meeting. Most shareholders of the Company are “non-registered” shareholders
                because the shares they own are not registered in their own names
                but are
                instead registered in the name of the brokerage firm, bank or trust
                company
                through which they purchased the shares.** More
                particularly, a person is not a Registered Shareholder in respect
                of shares
                which are held on behalf of that person (the “Non-Registered Holder”) but which
                are registered either: (a) in the name of an intermediary (an “Intermediary”)
                that the Non-Registered Holder deals with in respect of the shares
                (Intermediaries include, among others, banks, trust companies, securities
                dealers or brokers and trustees of administrators of self-administered
                RRSPs,
                RRIFs, RESPs and similar plans); or (b) in the name of a clearing
                agency (such
                as The Canadian Depository for Securities Limited (“CDS”)), of which the
                Intermediary is a participant.
 
 Non-Registered
                Holders who have not objected to their Intermediary disclosing certain
                ownership
                information about themselves to the Company are referred to as “NOBOs”. Those
                Non-Registered Holders who have objected to their Intermediary disclosing
                ownership information about themselves to the Company are referred
                to as
“OBOs”.
 
 In
                accordance with the requirements of National Policy 54-101, *Communication
                with Beneficial Owners of Securities of a Reporting Issuer,* of the
                Canadian Securities Administrators, the Company has elected to send
                the notice
                of meeting, this information circular and proxy (collectively the
“Meeting
                Materials”) directly to the NOBOs, and indirectly through Intermediaries to
                the
                OBOs.
 
 The
                Intermediaries (or their service companies) are responsible for forwarding
                the
                Meeting Materials to each OBO, unless the OBO has waived the right
                to receive
                them.
 
 Meeting
                Materials sent to Non-Registered Holders who have not waived the
                right to
                receive Meeting Materials are accompanied by a request for voting
                instructions
                (a “VIF”). This form is instead of a proxy. By returning the VIF in accordance
                with the instructions noted on it a Non-Registered Holder is able
                to instruct
                the Registered Shareholder how to vote on behalf of the Non-Registered
                Shareholder. VIFs, whether provided by the Company or by an Intermediary,
                should
                be completed and returned in accordance with the specific instructions
                noted on
                the VIF.
 
 In
                either
                case, the purpose of this procedure is to permit Non-Registered Holders
                to
                direct the voting of the Shares which they beneficially own. Should
                a
                Non-Registered Holder who receives a VIF wish to attend the Meeting
                or have
                someone else attend on his/her behalf, the Non-Registered Holder
                may request a
                legal proxy as set forth in the VIF, which will grant the Non-Registered
                Holder
                or his/her nominee the right to attend and vote at the Meeting. **Non-Registered
                Holders should carefully follow the instructions set out in the VIF
                including
                those regarding when and where the VIF is to be delivered.**
  **INTEREST
                OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED
                UPON**
  Other
                than as disclosed elsewhere herein, none of the following persons
                has any
                material interest, direct or indirect, by way of beneficial ownership
                of
                securities or otherwise, in any matter to be acted upon other than
                the election
                of directors or the appointment of auditors:
 
 (a)
                      any
                          director or executive officer of the Company at any time
                          since the
                          commencement of the Company's last completed financial
                          year;
 (b)
                      any
                          proposed nominee for election as a director of the Company;
                          and
 (c)
                      any
                          associate or affiliate of any of the foregoing
                          persons.
  **FINANCIAL
                STATEMENTS, DIRECTORS REPORT, MANAGEMENT’S DISCUSSION AND ANALYSIS &
ADDITIONAL INFORMATION**
  The
                Report of the Directors to Shareholders and the consolidated financial
                statements of the Company for the year ended  December
                31, 2005 (the “Financial Statements”), including the accompanying notes and the
                auditor’s report, will be presented to the shareholders at the Meeting. These
                documents are being mailed to shareholders with this Information
                Circular.
 
 Additional
                information relating to the Company may be found on SEDAR at www.sedar.com .
                A
                securityholder may contact the Company to request copies of the Company’s
                financial statements and Management’s Discussion and Analysis (“MD&A”).
                Financial information is provided in the Company’s comparative financial
                statements and MD&A for its most recently completed financial
                year.
  **APPOINTMENT
                AND REMUNERATION OF AUDITOR**
  The
                management of the Company will recommend to the Meeting to appoint  De
                Visser
                Gray, of 401 - 905 West Pender Street, Vancouver, British Columbia,
                Canada, V6C
                1L6, as auditor of the Company to hold office until the close of
                the next Annual
                General Meeting of shareholders. It is proposed that the remuneration
                to be paid
                to the auditor be fixed by the directors.
 
 De
                Visser
                Gray was first appointed auditor of the Company on February 1,
                1994.
  **VOTING
                SECURITIES AND PRINCIPAL HOLDERS THEREOF**
  The
                Company is authorized to issue  an
                unlimited number of common shares without par value (the "Common
                Shares") and an
                unlimited number of Preferred Shares without par value. As of March
                20, 2006,
                63,558,637  Common
                Shares and no Preferred Shares are issued and outstanding.
 
 Only
                the
                holders of Common Shares are entitled to vote at the Meeting and
                the holders of
                Common Shares are entitled to one vote for each Common Share held.
                The directors
                of the Company fixed **** **March
                16, 2006** as
                the
                record date for the determination of the shareholders entitled to
                vote at the
                Meeting.
 
 To
                the
                knowledge of the directors and senior officers of the Company, there
                is no
                person beneficially owning, directly or indirectly, or exercising
                control or
                direction over, voting securities carrying more than 10% of the voting
                rights
                attached to any class of voting securities of the Company.
  **ELECTION
                OF DIRECTORS**
  The
                Company's Board of Directors presently has five members. At the Meeting,
                two
                directors are to be elected, to hold office for the term expiring
                at the Annual
                General Meeting in 2009 or until their successors are duly elected
                or appointed,
                unless such offices are earlier vacated in accordance with the Articles
                of the
                Company or the director becomes disqualified to act as a director.
                In the
                absence of instructions to the contrary, the enclosed Proxy will
                be voted for
                such two directors, whose terms of office expire at the Meeting.
 
 The
                terms
                of office of the other three directors who are not nominees for election
                expire
                at the Annual General Meetings in 2007 and 2008, respectively.
 
 MANAGEMENT
                DOES NOT CONTEMPLATE THAT EITHER NOMINEE WILL BE UNABLE TO SERVE
                AS A DIRECTOR.
                IN THE EVENT THAT, PRIOR TO THE MEETING, ANY VACANCIES OCCUR IN THE
                SLATE OF
                NOMINEES HEREIN LISTED, IT IS INTENDED THAT DISCRETIONARY AUTHORITY
                BE EXERCISED
                BY MANAGEMENT TO VOTE THE PROXY FOR THE ELECTION OF ANY OTHER PERSON(S)
                AS
                DIRECTOR(S).
 
 The
                following information concerning the directors has been furnished
                by the
                respective directors:
 
 **Name,
                          Province/State and Country of Ordinary Residence**
                      **Present
                          principal occupation, business or employment and, if not
                          elected a
                          director by a vote of security holders, principal occupation,
                          business or
                          employment during the past five years**(2)
                      **Term
                          of service as a director of the Company and Proposed Expiry
                          Date and First
                          and Last Position in the Company**
                      **Approx.
                          no. of voting securities beneficially owned, directly or
                          indirectly or
                          over which direction or control is exercised**(3)**Nominees
                          for Election - Directors whose term of office will expire
                          at the Annual
                          General Meeting in 2009****Glen
                          D. Dickson**(4)
                          (5)
                        British
                          Columbia, Canada
                      Geologist;
                          Chairman and Chief Executive Officer, Gold-Ore Resources
                          Ltd., Nov./2002
                          to date
                      Chairman
                          and Director, Dec.05/2002 to date
                      195,000**Wilson
                          J. Barbour**(4)
                        Ontario,
                          Canada
                      Independent
                          Financial Consultant
                      Director,
                          May 20/2003 to date
                      100,000**Directors
                          whose terms of office will expire at the Annual General
                          Meeting in
                          2008****William
                          J. Coulter**(4)
                          (5)
                        British
                          Columbia, Canada
                      Chairman
                          and Chief Executive Officer, Commander Resources Ltd.,
                          Feb./2004 to date;
                          President, Major General Resources Ltd., August 1999 to
                          Feb./2004
                      Director,
                          Jun.01/1984 to date
                      130,000(6)**James
                          K.B. Hesketh**(4)
                          (5)
                        Colorado,
                          United States
                      President
                          & CEO, Canyon Resources Corporation, Mar./2005 to date; President,
                          Kalex Inc. (Strategic and Management Consulting), Jun./1994
                          - Feb./2005;
                          VP & Principal Mining Engineer, NM Rothschild & Sons (Denver)
                          Inc., Feb./2000 - Jan./2004
                      Director,
                          Sep.20/2001 to date
                      75,000**Director
                          whose term of office will expire at the Annual General
                          Meeting in
                          2007****David
                          H. Watkins**
                        British
                          Columbia, Canada
                      President,
                          Chief Executive Officer and Director of the Company
                      President
                          and Chief Executive Officer, Mar.22/2000 to date
                      723,880
 (1)
                For
                the purposes of disclosing positions held in the Company, "Company"
                shall
                include the Company and/or a parent or subsidiary thereof.
 (2)
                Unless otherwise stated above, each of the above-named nominees has
                held the
                principal occupation or employment indicated for at least five
                years.
 (3)
                Securities beneficially owned by directors is based on information
                furnished to
                the Company by the nominees.
 (4)
                Member of Audit Committee.
 (5)
                Member of the Compensation Committee
 (6)
                54,500 of these shares are registered in the name of Binjas Holdings
                Ltd. and
                22,000 of these shares are registered in the name of Jay Willy Trading
                Co. Ltd.,
                both non-reporting companies, controlled by William J. Coulter.
  **STATEMENT
                OF EXECUTIVE COMPENSATION**
  Reference
                is made to Schedule "A" attached hereto and forming a part hereof.
  **INCENTIVE
                STOCK OPTIONS**
  Summary
                of General Requirements
 
 At
                the
                Company's Annual General Meeting held on April 14, 2005, the shareholders
                approved an amendment to the Company’s Employee Incentive Stock Option Plan (the
“Plan”) so that up to a total of 5,000,000 common shares may be allocated
                and
                reserved for option. As of the date hereof, 4,925,500 common shares
                have been
                granted under the Existing Plan so that 74,500 common shares are
                available for
                option under the Existing Plan.
 
 The
                objective of the Plan is to provide for and encourage ownership of
                common shares
                of the Company by its directors, officers and key employees and those
                of any
                subsidiary companies so that such persons may increase their stake
                in the
                Company and benefit from increases in the value of the common shares.
                The Plan
                is designed to be competitive with the benefit programs of other
                companies in
                the natural resource industry. It is the view of management that
                the Plan is a
                significant incentive for the directors, officers and key employees
                to continue
                and to increase their efforts in promoting the Company's operations
                to the
                mutual benefit of both the Company and such individuals.
 
 Amended
                and Restated Incentive Stock Option Plan
 
 The
                Company wishes to increase the number of shares that have been allocated
                and
                reserved for use in the Company’s Existing Plan from 5,000,000 to 6,355,864
                shares, and to bring the Plan into compliance with the Toronto Stock
                Exchange’s
                current rules and policies. As of the date hereof, 4,925,500 common
                shares have
                been granted under the Existing Plan so that 1,430,364 common shares
                would be
                available for option under the new plan.
 
 At
                the
                Meeting, the shareholders will be asked to consider, and the directors,
                believing it to be in the best interests of the Company, recommend
                the
                shareholders approve, a resolution whereunder the Company’s Existing Plan be
                deleted in its entirety and a new Incentive Stock Option Plan (the
“Amended and
                Restated Plan”) in form as attached hereto as Schedule “B” be adopted in its
                place and stead. Reference should be made thereto for a complete
                statement of
                the terms and conditions of the Amended and Restated Plan. If the
                new Plan is
                approved by the Company’s shareholders, the number of shares available for the
                granting of options under the Amended and Restated Plan, **** 6,355,864 **,** will
                represent **** 10%
                of
                the number of shares of the Company that are issued and outstanding
                as of the
                record date for the Meeting.
 
 All
                outstanding incentive stock options will automatically be subject
                to the terms
                and conditions of the Amended and Restated Plan.
 
 **INSIDERS
                TO WHOM SHARES MAY BE ISSUED UNDER THE PLAN, AND THEIR RESPECTIVE
                ASSOCIATES AND
                AFFILIATES, WILL ABSTAIN FROM VOTING ON THE FOREGOING RESOLUTION.
                THE APPROVAL
                OF A MAJORITY OF DISINTERESTED SHAREHOLDERS OF THE COMPANY IS THEREFORE
                SOUGHT.**
 
 As
                a
                result, at the Meeting, the votes attaching to the  1,223,880  shares
                held by insiders and their associates will not be counted.
 
 Granting
                of Options
 
 During
                the most recently completed financial year (January 1, 2005 to December
                31,
                2005) (the "Financial Period"), the Company granted the following
                incentive
                stock options to its directors and other insiders:
 
 **Name
                          of Optionee**
                      **Date
                          of Grant**
                      **No.
                          of Shares**
                      **Consideration
                          received for Options**
                      **Exercise
                          Price Per Share**
                      **Expiry
                          Date**G.
                          Ross McDonald
                      Feb.
                          8, 2005
                      50,000
                      Nominal
                      $0.59
                      Feb.
                          8, 2008Terry
                          Owen(1)
                      Feb.
                          8, 2005
                      100,000
                      Nominal
                      $0.59
                      Feb.
                          8, 2008Bonnie
                          Whelan
                      Feb.
                          8, 2005
                      100,000
                      Nominal
                      $0.59
                      Feb.
                          8, 2008Wilson
                          J. Barbour
                      Apr.
                          18, 2005
                      75,000
                      Nominal
                      $0.70
                      Apr.
                          18, 2008William
                          J. Coulter
                      Apr.
                          18, 2005
                      75,000
                      Nominal
                      $0.70
                      Apr.
                          18, 2008Glen
                          D. Dickson
                      Apr.
                          18, 2005
                      100,000
                      Nominal
                      $0.70
                      Apr.
                          18, 2008James
                          K.B. Hesketh
                      Apr.
                          18, 2005
                      75,000
                      Nominal
                      $0.70
                      Apr.
                          18, 2008William
                          R. Stanley
                      Apr.
                          18, 2005
                      150,000
                      Nominal
                      $0.70
                      Apr.
                          18, 2008David
                          H. Watkins
                      Apr.
                          18, 2005
                      300,000
                      Nominal
                      $0.70
                      Apr.
                          18, 2008
 (1)
                Terry
                Owen resigned as the Vice-President, Operations, effective June 10,
                2005, at
                which time 50,000 options were cancelled. The balance of 50,000 options
                remain
                in full force and effect until the end of their term.
 
 Reference
                is made to the section captioned "Election of Directors" for further
                details
                with respect to the present positions of certain of the aforesaid
                persons and
                number of shares held in the Company.
 
 Exercise
                of Options
 
 The
                following are particulars of incentive stock options exercised by
                the directors
                and other insiders of the Company during the Financial Period:
 
 **No.
                          of Shares**
                      **Exercise
                          Price Per Share**
                      **Date
                          of Exercise**
                      **Closing
                          Price per Share on Exercise Date**
                      **Aggregate
                          Net Value**(1)****25,000
                      $0.23
                      Feb.
                          3, 2005
                      $0.57
                      $8,500225,000
                      $0.22
                      Mar.
                          10, 2005
                      $0.84
                      $139,50050,000
                      $0.23
                      Sep.
                          1, 2005
                      $0.90
                      $33,500100,000
                      $0.25
                      Sep.
                          20, 2005
                      $1.07
                      $82,00050,000
                      $0.325
                      Sep.
                          21, 2005
                      $1.10
                      $38,75050,000
                      $0.22
                      Sep.
                          22, 2005
                      $1.09
                      43,50010,000
                      $0.225
                      Nov.
                          30, 2005
                      $1.52
                      12,650200,000
                      $0.25
                      Dec.
                          7, 2005
                      $1.95
                      340,000105,000
                      $0.25
                      Dec.
                          30, 2005
                      $1.95
                      178,50025,000
                      $0.325
                      Dec.
                          30, 2005
                      $1.95
                      40,625
  (1)
                Aggregate net value represents the market value at exercise less
                the exercise
                price at the date of exercise.
 
 Summary
                of Number of Securities under Option
  In
                summary:
  (i)
                      incentive
                          stock options to purchase a total of 1,050,000 common shares
                          without par
                          value were granted during the Financial Period, of which
                          options to
                          purchase up to a total of 1,025,000 common shares were
                          granted to
                          insiders.
 
 as
                at the
                date hereof, incentive stock options to purchase up to a total of
                2,755,000
                common shares are outstanding, of which options to purchase up to
                a total of
                2,220,000 shares pertain to insiders.
 
 **INDEBTEDNESS
                TO COMPANY OF DIRECTORS AND EXECUTIVE OFFICERS**
 
 None
                of
                the directors, executive officers and senior officers of the Company
                or its
                subsidiary proposed nominees for election or associates of such persons
                is or
                has been indebted to the Company (other than routine indebtedness)
                in excess of
                $50,000 at any time for any reason whatsoever, including the purchase
                of
                securities of the Company or any of its subsidiaries.
  **INTEREST
                OF INFORMED PERSONS IN MATERIAL TRANSACTIONS**
  Since
                the
                commencement of the Company's last completed financial year, other
                than as
                disclosed elsewhere herein, no informed person of the Company, any
                proposed
                director of the Company or any associate or affiliate of any informed
                person or
                proposed director has any material interest, direct or indirect,
                in any
                transaction or in any proposed transaction which has materially affected
                or
                would materially affect the Company  or
                any of
                its subsidiaries. The term “informed person” as defined in National Instrument
                51-102, *Continuous
                Disclosure Obligations* ,
                means:
 
 (a)
                      a
                          director or executive officer of a reporting
                          issuer;
 (b)
                      a
                          director or executive officer of a person or company that
                          is itself an
                          informed person or subsidiary of a reporting
                          issuer;
 (c)
                      any
                          person or company who beneficially owns, directly or indirectly,
                          voting
                          securities of a reporting issuer or who exercises control
                          or direction
                          over voting securities of a reporting issuer or a combination
                          of both
                          carrying more than 10 percent of the voting rights attached
                          to all
                          outstanding voting securities of the reporting issuer other
                          than voting
                          securities held by the person or company as underwriter
                          in the course of a
                          distribution; and
 (d)
                      a
                          reporting issuer that has purchased, redeemed or otherwise
                          acquired any of
                          its securities, for so long as it holds any of its
                          securities.
  **MANAGEMENT
                CONTRACTS**
  There
                are
                no management functions of the Company  or
                its
                subsidiary which are to any substantial degree performed by a person
                other than
                a director or executive officer of the Company  or
                its
                subsidiary. The Company has no employment contracts.
  **PARTICULARS
                OF OTHER MATTERS TO BE ACTED UPON**
  It
                is not
                known that any other matters will come before the meeting other than
                as set
                forth above and in the Notice of Meeting accompanying this Information
                Circular,
                but if such should occur the persons named in the accompanying Form
                of Proxy
                intend to vote on them in accordance with their best judgement, exercising
                discretionary authority with respect to amendments or variations
                of matters
                identified in the Notice of Meeting and other matters which may properly
                come
                before the meeting or any adjournment thereof.
 
 
  **STATEMENT
                OF CORPORATE GOVERNANCE PRACTICES**
  The
                Company is required to report annually to its shareholders on its
                corporate
                governance practices and policies with reference to National Policy
                58-201, *Corporate
                Governance Guidelines* (the
“Policy”) *,* and
                National Instrument 58-101, *Disclosure
                of Corporate Governance Practices,* as
                adopted by the Canadian Securities Administrators, and effective
                June 30,
                2005.
 
 ***Mandate
                and Responsibility of the Board***
 
 The
                Board
                of Directors is responsible for supervising management in carrying
                on the
                business and affairs of the Company. Directors are required to act
                and exercise
                their powers with reasonable prudence in the best interests of the
                Company. The
                Board agrees with and confirms its responsibility for overseeing
                management's
                performance in the following particular areas: the strategic planning
                process of
                the Company; identification and management of the principal risks
                associated
                with the business of the Company; planning for succession of management;
                the
                Company's policies regarding communications with its shareholders
                and others;
                and the integrity of the internal controls and management information
                systems of
                the Company.
 
 In
                carrying out its mandate, the Board relies primarily on management
                to provide it
                with regular detailed reports on the operations of the Company and
                its financial
                position. The Board reviews and assesses these reports and other
                information
                provided to it at meetings of the full Board and of its committees.
                The
                Company’s President and CEO is a member of the Board, giving the Board direct
                access to information on all areas of responsibility. Other management
                personnel
                regularly attend Board meetings to provide information and answer
                questions.
                Directors also consult from time to time with management and visit
                the
                operations of the Company. The reports and information provided to
                the Board
                include details concerning the monitoring and management of the risks
                associated
                with the Company's operations, such as compliance with safety standards
                and
                legal requirements, environmental issues and the financial position
                and
                liquidity of the Company. At least annually, the Board reviews management's
                report on its business and strategic plan and any changes with respect
                to risk
                management and succession planning.
 
 ***Composition
                of the Board*** ****
 
 The
                Board
                consists of five Directors, of which four directors are “independent” in the
                context of the Policy. David H. Watkins is not independent, because
                he is the
                President and Chief Executive Officer of the Company. Directors Dickson,
                Coulter
                and Hesketh, each of whom is independent with respect to the Company,
                are also
                directors of other reporting issuers. Reference is made to the narrative
                under
                the heading “Election of Directors” for the names of these other reporting
                issuers.
 
 The
                independent directors do not hold separate meetings at which members
                of
                management are absent. However, during the course of a Directors’ meeting, if a
                matter is more effectively dealt with without the presence of members
                of
                management, the independent Directors ask members of management to
                leave the
                meeting, and the independent Directors then meet *in
                camera.*
 
 Glen
                D.
                Dickson, an independent director in terms of the Policy, is the current
                Chairman, and as been appointed to that position since December 5,
                2002. The
                Chairman assists the Board to function independently of management.
 
 The
                Board
                considers its size to be appropriate and effective for the carrying
                out of its
                responsibilities.
 
 ***Description
                of Board Committees***
 
 The
                Board
                has established two full-time committees, an Audit Committee and
                a Compensation
                Committee. Consistent with the Policy, these committees are comprised
                entirely
                of independent directors. The Board has adopted a charter with respect
                to its
                Audit and Compensation Committees and a Code of Ethics for Officers,
                as more
                fully set forth below:
  12
  *Audit
                Committee Charter*
 
 *Purpose*
 
 The
                Committee serves as the representative of the Board for the general
                oversight of
                the Company’s affairs relating to: (a) the internal controls and management
                information systems of the Company; the quality and integrity of
                the Company’s
                financial statements; the Company’s compliance with legal and regulatory
                requirements; the auditor’s qualifications and independence; and the performance
                of the Company’s internal audit function and auditors; (b) through its
                activities, the Committee facilitates open communication among directors,
                auditors and management by meeting in private sessions regularly
                with these
                parties; and (c) the Committee also provides oversight regarding
                significant
                financial matters, including borrowing, currency exposure, dividends,
                share
                issuance and repurchases, and the financial aspects of the Company’s benefit
                plans.
 
 *Committee
                Membership*
 
 The
                Audit
                Committee of the Board of Directors (the “Board”) shall consist of at least
                three directors. Each member of the Audit Committee shall meet the
                standards
                stipulated in Multilateral Instrument 52-110 *Audit
                Committees* ,
                adopted
                by the Canadian Securities Administrators and all other applicable
                regulatory
                authorities. Under the Sarbanes-Oxley Act, at least one member of
                the Committee
                must be a “financial expert”, whose qualifications include financial literacy,
                independence and accounting or related financial expertise. The Audit
                Committee
                shall report to the Board. A majority of the members of the Committee
                shall
                constitute a quorum. The members of the Audit Committee shall be
                appointed and
                replaced by the Board.
 
 *Meetings
                and Procedures*
 
 The
                Audit
                Committee shall convene at least four times a year; and it shall
                endeavour to
                determine that auditing procedures and controls are adequate to safeguard
                Company assets and to assess compliance with Company policies and
                legal
                requirements.
 
 *Responsibilities*
 
 The
                Audit
                Committee shall: have the sole authority to select, compensate, oversee,
                evaluate and, where appropriate, replace the auditor; annually review
                the
                management arrangements for the Company; annually review and approve
                the
                proposed scope of each fiscal year’s internal and outside audit at the beginning
                of each new fiscal year; review and approve any audit and non-audit
                services and
                fees to be provided by the Company’s auditor; at, or shortly after the end of
                each fiscal year, review with the auditor and management, the audited
                financial
                statements and related opinion and costs of the audit of that year;
                review
                funding and investment policies, implementation of funding policies
                and
                investment performance of the Company’s benefit plans; provide any
                recommendations, certifications and reports that may be required
                by the Exchange
                or applicable regulatory authorities including the report of the
                Audit Committee
                that must be included in the Company’s annual proxy statement; review and
                discuss the annual audited financial statements and quarterly financial
                statements with management and the auditor; have the authority to
                engage
                independent counsel and other advisers as it determines necessary
                to carryout
                its duties. The company shall provide for appropriate funding, as
                determined by
                the Audit Committee, in its capacity as a committee of the Board,
                for payment of
                compensation to any advisers employed by the Audit committee and
                to the auditor
                employed by the Company for the purpose of rendering or issuing an
                audit report;
                discuss with management and the auditor the Company’s policies with respect to
                risk assessment and risk management; meet separately, periodically,
                with
                management and the auditor; in consultation with the auditor and
                management,
                review the integrity of the Company’s financial reporting process; review
                periodically the effect of regulatory and accounting initiatives,
                as well as
                off-balance sheet structures, on the financial statements of the
                Company; review
                with the auditor: (a)any audit problems or other difficulties encountered
                by the
                auditor in the course of the audit process, including any restrictions
                on the
                scope of the auditor’s activities or on access to requested information, and any
                significant disagreements with management, and (b) management’s responses to
                such matters; review and discuss with the auditor the responsibility,
                budget and
                staffing of the Company’s internal audit function; report regularly to the
                Board. Such report to the Board may take the form of an oral report
                by the
                Chairman or any other member of the Audit Committee designated by
                the Audit
                Committee to make such report; and perform a review and evaluation,
                at least
                annually, of the performance of the Audit committee. In addition,
                the Audit
                Committee shall review and reassess, at least annually, the adequacy
                of this
                Charter and recommend to the Board any improvements to this Charter
                that the
                Audit Committee considers necessary or valuable. The Audit Committee
                shall
                conduct such evaluations and reviews in such manner as it deems
                appropriate.
 
 *Compensation
                Committee Charter*
 
 *Purpose*
 
 The
                Compensation Committee is appointed by the Board to discharge the
                Board’s
                responsibilities relating to compensation to the Company’s executive. The
                Compensation Committee has overall responsibility for approving and
                evaluating
                the management, the compensation plans, policies and programs of
                the Company.
                The Compensation Committee is also responsible for producing an annual
                report on
                executive compensation for inclusion in the Company’s proxy statement, in
                accordance with applicable rules and regulations.
 
 *Committee
                Membership*
 
 The
                Compensation Committee shall consist of no fewer than three members,
                each of
                whom shall be a director of the Company. Each member of the Compensation
                Committee shall meet the standards relating to independence set out
                in the
                Policy and all other applicable regulatory authorities. The Compensation
                Committee shall report to the Board. A majority of the members of
                the
                Compensation Committee shall constitute a quorum. The members of
                the
                Compensation Committee shall be appointed and replaced by the
                Board.
 
 *Committee
                Authority and Responsibilities*
 
 The
                Compensation Committee shall: annually review and approve corporate
                goals and
                objectives relevant to compensation, evaluate management’s performance in light
                of those goals and objectives, and determine management’s compensation levels
                based on this evaluation. In determining the long-term incentive
                component of
                management compensation, the Compensation Committee will consider
                the Company’s
                performance and relative shareholder return, the value of similar
                incentive
                awards to management at comparable companies, the awards given to
                management in
                past years, and other factors it deems appropriate; the Compensation
                Committee
                shall have the sole authority to retain and terminate any compensation
                consultant to be used to assist in the evaluation of management compensation
                and
                shall have sole authority to approve the consultant’s fees and other retention
                terms, all at the Company’s expense; the Compensation Committee shall annually
                review and determine the compensation of management, including
                incentive-compensation plans and equity-based plans; the Compensation
                Committee
                shall annually review and approve, for management of the Company:
                (a) the annual
                base salary level, (b) the annual incentive opportunity level, (c)
                the long-term
                incentive opportunity level, (d) the terms of any employment agreements,
                severance arrangements, and change in control agreements/provisions,
                in each
                case as, when and if appropriate, and (e) any special or supplemental
                benefits;
                the terms of any employment agreements or contracts, including those
                for new
                hire, temporary employees or consultants, should be reviewed and
                approved by the
                Compensation Committee; the Compensation Committee may form and delegate
                authority to subcommittees, when appropriate; the Compensation Committee
                shall
                make regular reports to the Board; the Compensation Committee shall
                review and
                reassess the adequacy of this Charter annually and recommend any
                proposed
                changes to the Board for approval; the Compensation Committee shall
                annually
                evaluate its own performance; and the Compensation Committee, and
                each member of
                the Compensation Committee in his or her capacity as such, shall
                be entitled to
                rely, in good faith, on information, opinions, reports or statements,
                or other
                information prepared or presented to them by: (a) officers and other
                employees
                of the Company, whom such member believes to be reliable and competent
                in the
                matters presented, and (b) counsel, public accountants or other persons
                as to
                matters which the member believes to be within the professional competence
                of
                such person.
  12
  ***Summary
                of Attendance of Directors***
 
 The
                following table sets out the attendance of the directors at Board
                meetings and
                meetings of the committees of the Board of which they members during
                the year
                ended December 31, 2005:
 
 Director
                      Board
                      Audit
                      Compensation8
                          Meetings
                      4
                          Meetings
                      1
                          MeetingGlen
                          D. Dickson
                      7
                      2
                      1David
                          H. Watkins
                      8
                      n/a
                      n/aWilson
                          J. Barbour
                      7
                      4
                      n/aWilliam
                          J. Coulter
                      8
                      4
                      1James
                          K.B. Hesketh
                      7
                      4
                      1
 
 ***Code
                of Ethics for Officers***
 
 It
                is the
                policy of the Company that all officers, including the Chief Executive
                Officer
                and the Chief Financial Officer, adhere to and advocate the following
                principles
                governing their professional and ethical conduct in the fulfillment
                of their
                responsibilities: act with honesty and integrity, avoiding actual
                or apparent
                conflicts between his or her personal, private interest and the interest
                of the
                Company, including receiving improper personal benefits as a result
                of his or
                her position; provide stakeholders with information that is accurate,
                complete,
                objective, relevant, timely and understandable; comply with the laws
                of federal,
                provincial and local governments applicable to the Company, and the
                rules and
                regulations of private and public regulatory agencies having jurisdiction
                over
                the Company; act in good faith, responsibly, with due care and diligence,
                without misrepresenting or omitting material facts or allowing independent
                judgment to be compromised; respect the confidentiality of information
                acquired
                in the course of the performance of his or her responsibilities except
                when
                authorized or otherwise legally obligated to disclose. Do not use
                confidential
                information, acquired in the course of the performance of his or
                her
                responsibilities, for personal advantage. Do not compete directly
                or indirectly
                with the Company; proactively promote ethical behaviour among subordinates
                and
                peers; use corporate assets and resources employed or entrusted in
                a responsible
                manner; and advance the Company’s legitimate interest and proactively promote
                high integrity as a responsible member of his or her business team
                and/or in his
                or her work environment.
 
 The
                Company’s corporate governance practices substantially comply with the
                Policy.
 
 ***Board
                Approvals and Review***
 
 No
                formal
                description has yet been established of the types of decisions by
                the Company
                which will require prior Board approval. To date, all substantive
                decisions
                involving acquisitions, major financings, major asset sales, budgets
                and major
                business initiatives have been referred to the Board. As and when
                the Company’s
                activities evolve beyond the early stages of exploration and development
                for
                mineral interests, review and approval criteria will be further considered
                and
                specific dollar capital amounts established.
 
 ***Board
                Independent of Management***
 
 It
                is the
                responsibility of the Chairman to ensure that the Board operates
                independently
                of management. The Board reviews at least annually the existence
                of any
                relationships between each director and the Company to ensure that
                the majority
                of directors are independent of the Company. The Chairman has the
                discretion to
                meet with independent directors, as and when the circumstances
                warrant.
 
 ***Position
                Descriptions***
 
 The
                Board
                of directors has not developed written position descriptions for
                the Chairman,
                the chairman of Board Committees, or the Chief Executive Officer.
                The Board is
                of the view that given the size of the Company, the relatively frequent
                discussions between Board members and the CEO, and the experience
                of the
                individual members of the Board, the responsibilities of such individuals
                are
                known and understood without position descriptions being reduced
                to writing. The
                Board will evaluate this position from time to time, and if written
                position
                descriptions appear to be justified, they will be prepared.
 
 ***Orientation
                and Continuing Education***
 
 The
                Board
                does not have a formal policy relating to the orientation of new
                directors and
                continuing education for directors. The appointment of a new director
                is a
                relatively infrequent event in the Company’s affairs, and each situation is
                addressed on its merits on a case by case basis. The Company has
                a relatively
                restricted scope of operations, and most candidates for Board positions
                will
                likely have past experience in the mining business; they will likely
                be familiar
                therefore with the operations of a resource company of the size and
                complexity
                of the Company. The Board, with the assistance of counsel, keeps
                itself apprised
                of changes in the duties and responsibilities of directors and deals
                with
                material changes of those duties and responsibilities as and when
                the
                circumstances warrant. The Board will evaluate these positions, and
                if changes
                appear to be justified, formal policies will be developed and
                followed.
 
 ***Nomination
                of Directors***
 
 The
                Board
                has neither a formal policy for identifying new candidates for Board
                nomination
                nor a permanent nominating committee. If and when the Board determines
                that its
                size should be increased or if a director needs to be replaced, a
                nomination
                committee comprising entirely of independent directors will be struck.
                The terms
                of reference of such a committee will be determined when it is created,
                but are
                expected to include the determination of the independence of the
                candidate, his
                or her experience in the mining business and compatability with the
                other
                directors.
 
 ***Assessments***
 
 The
                Board
                has no formal process for the assessment of the effectiveness and
                contribution
                of the individual directors. Each director has extensive public company
                experience and is familiar with what is required of him. Frequency
                of attendance
                at Board meetings and the quality of participation in such meetings
                are two of
                the criteria by which the performance of a director will be assessed.
 
 ***Shareholder
                Feedback and Liaison***
 
 The
                Company has an Investor Relations Manager for direct communication
                with
                investors, to maintain a current website ( www.atna.com )
                and to
                respond to toll-free calls (1-800-789-2862) and e-mails at ( info@atna.com )
                and
                filings via SEDAR ( www.sedar.com ).
  **BOARD
                APPROVAL**
  The
                contents of this Information Circular, including the schedules thereto,
                and the
                sending thereof to shareholders entitled to receive notice of the
                Meeting, to
                each director, to the auditors of the Company and to the appropriate
                governmental agencies, have been approved in substance by the directors
                of the
                Company pursuant to resolutions passed as of March 20, 2006.
  **CERTIFICATE**
  The
                foregoing contains no untrue statement of a material fact and does
                not omit to
                state a material fact that is required to be stated or that is necessary
                to make
                a statement not misleading in the light of the circumstances in which
                it was
                made.
 
 BY
                ORDER
                OF THE BOARD
 **ATNA
                RESOURCES LTD.**
  *“David
                H. Watkins”*
 David
                H.
                Watkins, President
 
  **Schedule
                "A" to the Information Circular of**
 **ATNA
                RESOURCES LTD. (the "Company")**
 
 
 
 **STATEMENT
                OF EXECUTIVE COMPENSATION**
 
 For
                the
                purposes of this Information Circular:
 
 (a)
                      "Chief
                          Executive Officer” or “CEO" means each individual who served as chief
                          executive officer of the Company or acted in a similar
                          capacity during the
                          most recently completed financial
                          year;
 (b)
                      "Chief
                          Financial Officer" or “CFO” means each individual who served as chief
                          financial officer of the Company or acted in a similar
                          capacity during the
                          most recently completed financial
                          year;
 (c)
                      “long-term
                          incentive plan” or “LTIP” means a plan providing compensation intended to
                          motivate performance over a period greater than one financial
                          year. LTIPs
                          do not include option or SAR plans or plans for compensation
                          through
                          shares or units that are subject to restrictions on
                          resale;
 (d)
                      “measurement
                          period” means the period beginning at the “measurement point” which is
                          established by the market close on the last trading day
                          before the
                          beginning of the Company’s fifth preceding financial year, through and
                          including the end of the company’s most recently completed financial year.
                          If the class or series of securities has been publicly
                          traded for a
                          shorter period of time, the period covered by the comparison
                          may
                          correspond to that time period;
 (e)
                      "Named
                          Executive Officers" or “NEOs” means the following
                          individuals:
 (i)
                      each
                          CEO;
 (ii)
                      each
                          CFO;
 (iii)
                      each
                          of the Company's three most highly compensated executive
                          officers, other
                          than the CEO and CFO, who were serving as executive officers
                          at the end of
                          the most recently completed financial year and whose total
                          salary and
                          bonus exceeds $150,000; and
 (iv)
                      any
                          additional individuals for whom disclosure would have been
                          provided under
                          (iii) but for the fact that the individual was not serving
                          as an executive
                          officer of the Company at the end of the most recently
                          completed financial
                          year end.
 (f)
                      “normal
                          retirement age” means normal retirement age as defined in a pension plan
                          or, if not defined, the earliest time at which a plan participant
                          may
                          retire without any benefit reduction due to
                          age;
 (g)
                      “options”
                          includes all options, share purchase warrants and rights
                          granted by a
                          company or its subsidiaries as compensation for employment
                          services or
                          office. An extension of an option or replacement grant
                          is a grant of a new
                          option. Also, options includes any grants made to an NEO
                          by a third party
                          or a non-subsidiary affiliate of the Company in respect
                          of services to the
                          Company or a subsidiary of the
                          Company.
 (h)
                      “plan”
                          includes, but is not limited to, any arrangement, whether
                          or not set forth
                          in any formal document and whether or not applicable to
                          only one
                          individual, under which cash, securities, options, SARs,
                          phantom stock,
                          warrants, convertible securities, shares or units that
                          are subject to
                          restriction on resale, performance units and performance
                          shares, or
                          similar instruments may be received or purchased. It excludes
                          the Canada
                          Pension Plan, similar government plans and group life,
                          health,
                          hospitalization, medical reimbursement and relocation plans
                          that are
                          available generally to all salaried employees (for example,
                          does not
                          discriminate in scope, terms or operation in favour of
                          executive officers
                          or directors);
 (i)
                      “replacement
                          grant” means the grant of an option or SAR reasonably related
                          to any prior
                          or potential cancellation of an option or
                          SAR;
 (j)
                      “repricing”
                          of an option or SAR means the adjustment or amendment of
                          the exercise of
                          base price of a previously awarded option or SAR. Any repricing
                          occurring
                          through the operation of a formula or mechanism in, or
                          applicable to, the
                          previously awarded option or SAR equally affecting all
                          holders of the
                          class of securities underlying the option or SAR is excluded;
                          and
 (k)
                      “stock
                          appreciation right” or “SAR” means a right, granted by the Company or any
                          of its subsidiaries as compensation for employment services
                          or office to
                          receive cash or an issue or transfer of securities based
                          wholly or in part
                          on changes in the trading price of public traded
                          securities.
 
 ***A.***  ***Executive
                Compensation***
  During
                the fiscal year ended December 31, 2005, the Company had three named
                executive
                officers (for the purposes of applicable securities legislation),
                namely David
                H. Watkins, the President and Chief Executive Officer, G. Ross McDonald,
                Chief
                Financial Officer, and William R. Stanley, Vice-President, Exploration
                (collectively the **“Named
                Executive Officers”** ).
 
 The
                following table sets forth, for the periods indicated, the compensation
                of the
                Named Executive Officers:
 
 **Annual
                          Compensation**
                      **Long
                          Term Compensation****Awards**
                      **Payouts****NEO
                          Name and Principal Position**
                      **Year**
                        **(1)**
                      **Salary
                          ($)**
                      **Bonus
                          ($)**
                      **Other
                          Annual Compen-**
                        **sation
                          ($)****(3)**
                      **Securities
                          Under Options/**
                        **SARs
                          granted**
                        **(#)**
                      **Shares
                          or Units subject to Resale Restrictions**
                        **($)****(2)**
                      **LTIP
                          payouts ($)**
                      **All
                          Other Compen-**
                        **sation
                          ($)****(4)****David
                          H. Watkins**
                        President
                          and Chief Executive Officer
                      2003
                        2004
                        2005
                      138,333
                        168,000
                        160,000
                      n/a
                        33,000(6)
                        n/a
                      Nil
                        Nil
                        Nil
                      500,000
                        100,000
                        300,000
                      Nil
                        Nil
                        Nil
                      Nil
                        Nil
                        Nil
                      56,427(5)
                        n/a
                        n/a**William
                          R. Stanley**
                        Vice-President,
                          Exploration
                      2004
                        2005
                      112,996
                        139,920
                      n/a
                        15,900(7)
                      Nil
                        Nil
                      300,000
                        150,000
                      Nil
                        Nil
                      Nil
                        Nil
                      n/a
                        n/a**G.
                          Ross McDonald**
                        Chief
                          Financial
                        Officer
                      2005
                      27,500
                      n/a
                      Nil
                      50,000
                      Nil
                      Nil
                      n/a
 (1)
                Financial year for the period January 1 to December 31.
 (2)
                Includes the dollar value (net of consideration paid by the NEO)
                calculated by
                multiplying the closing market price of the Company’s free trading shares on the
                date of grant by the number of stock or stock units awarded.
 (3)
                Perquisites and other personal benefits, securities or property for
                the three
                most recently completed financial years do not exceed the lesser
                of $50,000 and
                10% of the total annual salary and bonus.
 (4)
                Including, but not limited to, amount paid, payable or accrued upon
                resignation,
                retirement or other termination of employment or change in control
                and insurance
                premiums with respect to term life insurance.
 (5)
                The
                parties agreed to terminate an employment agreement between the Company
                and
                Mr. Watkins by paying one-third of the severance payment set out in the
                agreement. The payment was term life insurance in the amount of $910
                and 241,380
                shares at $0.23 per share.
 (6)  The
                Company granted to David H. Watkins a special bonus in recognition
                of his
                achievements in 2003.
 (7)  The
                Company granted to William R. Stanley a special bonus in recognition
                of his
                achievements in 2004.
 
 ***B.***  ***Options
                and Stock Appreciation Rights ("SARs")***
  The
                following table sets forth details of incentive stock options granted
                to each of
                the Named Executive Officers during the most recently completed financial
                year
                (January 1, 2005 to December 31, 2005) (the "Financial Period"):
 
 **Name**
                      **Securities
                          under Options/SARs granted (#)**
                      **Percent
                          of Total Options/SARs granted to Employees in Financial
                          Period**(1)
                      **Exercise
                          or Base Price ($/Security)**
                      **Market
                          Value of Securities underlying Options/SARs on the Date
                          of Grant
                          ($/Security)**
                      **Expiration
                          Date**David
                          H. Watkins
                      300,000
                      28.6%
                      $0.70
                          per share
                      $0.70
                          per share
                      Apr.18
                          2008William
                          R. Stanley
                      150,000
                      14.3%
                      $0.70
                          per share
                      $0.70
                          per share
                      Apr.
                          18, 2008G.
                          Ross McDonald
                      50,000
                      0.05%
                      $0.59
                          per share
                      $0.59
                          per share
                      Feb.
                          8, 2008
 (1)
                Reflected as a percentage of the total number of options to purchase
                common
                shares granted (1,050,000) during the Financial Period.
 
 The
                following table sets forth information concerning the exercise of
                options under
                the Plan during the Financial Period and the value at December 31,
                2005 of
                unexercised in-the-money options under the Plan held by each of the
                NEOs.
 
 **Name**
                      **Securities
                          Acquired on Exercise**
                      **Aggregate
                          Realized Value**
                        **($)**
                      **Unexercised
                          Options at Financial Year End**
                        **Exercisable/Unexercisable**
                      **Value
                          of Unexercised in-the-Money Options at Financial Year End
                          Exercisable/Unexercisable**David
                          H. Watkins
                      300,000
                      422,000
                      450,000/150,000
                      187,500/105,000William
                          R. Stanley
                      n/a
                      n/a
                      225,000/100,000
                      220,625/151,875G.
                          Ross McDonald
                      n/a
                      n/a
                      60,000/10,000
                      49,600/20,100
  ***C.***  ***Pension
                Plan***
  The
                Named
                Executive Officers do not participate in any defined benefit or actuarial
                plan.
 
 ***D.***
                      ***Termination
                          of Employment, Change in Responsibilities and Employment
                          Contracts***
 
 During
                the Financial Period, there were no employment contracts between
                the Company and
                any of its subsidiaries and the Named Executive Officers and there
                were no
                compensatory plans or arrangements, including payments to be received
                from the
                Company or any of its subsidiaries, with respect to the Named Executive
                Officers.
 
 ***E.***
                      ***Composition
                          of Compensation
                          Committee***
  The
                Board
                of Directors upon the advice of the Compensation Committee determines
                executive
                compensation for the Company. The Compensation Committee is comprised
                of Glen D.
                Dickson, William J. Coulter and James K.B. Hesketh.
 
 ***F.***
                      ***Report
                          on Executive Compensation***
  The
                Compensation Committee meets as required, but at least annually.
                The Committee
                reviews management compensation policies and benefits, monitors management
                succession planning and conducts an annual review of the overall
                condition and
                quality of the Company's human resources. In addition, the Committee
                has the
                specific mandate to review and approve executive compensation. In
                carrying out
                its mandate, the Committee assesses on an annual basis the performance
                of the
                Chief Executive Officer against established objectives. It also reviews
                performance reports submitted for other executive officers.
 
 *Compensation
                Philosophy and Process*
 
 The
                Compensation Committee reviews the compensation of the directors
                on an annual
                basis, taking into account such matters as time commitment, responsibility
                and
                compensation provided by comparable companies, and makes a recommendation
                to the
                Board for approval annually.
 
 *Chief
                Executive Officer Compensation Summary*
 
 For
                the
                period ended December 31, 2005, the Chief Executive Officer was compensated
                in
                the amount of $27,500 and received an incentive stock option to purchase
                up to
                50,000 shares of the Company exercisable at a price of $0.59 per
                share at any
                time up to February 8, 2008.
 
 ***G.***
                      ***Performance
                          Graph***
  The
                graph
                below compares the yearly percentage change in the cumulative total
                shareholder
                return on the Company's common shares against the cumulative total
                shareholder
                return of the TSX 300 Composite Index for the five-year period commencing
                December 31, 2000 and ending December 31, 2005.
 
 The
                Company did not pay any dividends during the subject period.
 
 **FIVE
                YEAR CUMULATIVE TOTAL RETURN ON $100 INVESTMENT ASSUMING DIVIDENDS
                ARE
                REINVESTED**
  (December
                31, 2000 - December 31, 2005)
  
 The
                common shares of the Company are posted and listed for trading on
                The Toronto
                Stock Exchange.
 
 H.  **Compensation
                of Directors**
 
 During
                the Financial Period, no compensation was paid or is payable by the
                Company to
                the directors of the Company, other than the Chief Executive Officer
                (the “Other
                Directors”), or the Company’s subsidiaries, if any, for their
                services:
  (a)
                      in
                          their capacity as directors, including any amounts payable
                          for committee
                          participation or special assignments pursuant to any standard
                          or other
                          arrangements; or
 (b)
                      as
                          consultants or experts.
 
 save
                and
                except as otherwise herein disclosed.
 
 The
                Company has no pension plan or other arrangement for non-cash compensation
                to
                the Other Directors, except incentive stock options. During the Financial
                Period, on April 18, 2005, the Other Directors were granted incentive
                stock
                options to purchase up to 325,000 common shares of the Company exercisable
                for a
                term of three years from the date of grant at $0.70 per share.
 
  **Schedule
                "B" to the Information Circular of**
 **ATNA
                RESOURCES LTD. (the "Company")**
 
 
 
 **EMPLOYEE
                INCENTIVE STOCK OPTION PLAN**
 (as
                adopted at the Annual General Meeting held on April 12, 1996,
 as
                amended at the Annual General Meeting held on June 16, 2000, the
 Annual
                and Extraordinary General Meeting held on June 8, 2001,
 the
                Annual and Extraordinary General Meeting held on May 20, 2003, the
                Annual and
                Extraordinary General Meeting held on April 14, 2005
 and
                the
                Annual and Special Meeting held on April 20, 2006)
 
 
 **1.**  **Purpose**
 
 The
                purpose of the Employee Incentive Stock Option Plan (the "Plan")
                is to promote
                the profitability and growth of **ATNA
                RESOURCES LTD.** (the **"Company"** )
                by
                facilitating the efforts of the Company and its subsidiaries to obtain
                and
                retain key individuals. The Plan provides an incentive for and encourages
                ownership of the Company's shares by its key individuals so that
                they may
                increase their stake in the Company and benefit from increases in
                the value of
                the Company's shares.
 
 **2.**  **Administration**
 
 The
                Plan
                will be administered by a compensation committee (the **"Committee"** )
                of the
                Company's Board of Directors (the **"Board"** ).
 
 The
                Committee will be authorized, subject to the provisions of the Plan,
                to adopt
                such rules and regulations which it deems consistent with the Plan's
                provisions
                and, in its sole discretion, to designate options ( **"Options"** )
                to
                purchase shares of the Company pursuant to the Plan. The Committee
                may authorize
                one or more individuals of the Company to execute, deliver and receive
                documents
                on behalf of the Committee.
 
 **3.**  **Eligibility**
 
 All
                directors and officers and employees of the Company and its subsidiaries
                will be
                eligible to receive Options. The term "subsidiaries" for the purpose
                of the Plan
                will include **ATNA
                RESOURCES, INC.,** which
                definition may be varied by the Committee to conform with the changing
                interests
                of the Company.
 
 Nothing
                in the Plan or in any Option shall confer any right on any individual
                to
                continue in the employ of or association with the Company or its
                subsidiaries or
                will interfere in any way with the right of the Company or subsidiaries
                to
                terminate at any time the employment of a person who is an optionee
                ( **"Optionee"** )
                under
                an Option.
 
 **4.**  **Shares
                Subject to Option**
 
 The
                shares to be optioned under the Plan will be authorized but unissued
                Common
                Shares without par value ( **"Shares"** )
                of the
                Company.
 
 At
                no
                time will more than 6,355,864 shares be under option pursuant to
                the Plan. The
                number of Shares under Option at any specific time to any one Optionee
                shall not
                exceed 5% of the issued and outstanding common share capital of the
                Company,
                subject to adjustment under Section 12 below.
 
 Shares
                subject to and not delivered under an Option which expires or terminates
                shall
                again be available for option under the Plan.
 
 **5.**  **Granting
                of Options**
 
 The
                Committee may from time to time at its discretion, subject to the
                provisions of
                the Plan, determine those eligible individuals to whom Options will
                be granted,
                the number of Shares subject to such Options, the dates on which
                such Options
                are to be granted and the expiration of such Options.
 
 The
                Committee may, at its discretion, with respect to any Option, impose
                additional
                terms and conditions which are more restrictive on the Optionee than
                those
                provided for in the Plan.
 
 Each
                Option will be evidenced by a written agreement between, and executed
                by, the
                Company and the individual containing terms and conditions established
                by the
                Committee with respect to such Option and will be consistent with
                the provisions
                of the Plan.
 
 **6.**  **Option
                Price**
 
 The
                price
                per Share at which Shares may be purchased upon the exercise of an
                Option (the **"Option
                Price"** )
                will
                not be lower than the "market price" of the Shares on The Toronto
                Stock Exchange
                (the **"Exchange"** )
                at the
                time of grant. In the context of the Plan, "market price" means the
                volume
                weighted average trading price (“VWAP”) of the Company's shares on the Exchange
                for the five trading days prior to the date of the grant. The VWAP
                is the
                trading price of the Company’s shares, calculated by dividing the total value by
                the total volume of the Company’s shares over the said five trading
                days.
 
 **7.**  **Term
                of Option**
 
 The
                maximum term of any Option will be 10 years.
 
 The
                Option Price will be paid in full at the time of exercise of the
                Option and no
                Shares will be delivered until full payment is made.
 
 An
                Optionee will not be deemed the holder of any Shares subject to his
                Option until
                the Shares are delivered to him.
 
 **8.**  **Transferability
                of Options**
 
 An
                Option
                may not be assigned. During the lifetime of an Optionee, the Option
                may be
                exercised only by the Optionee.
 
 **9.**  **Termination
                of Employment**
 
 Upon
                termination of employment for any reason except death or retirement
                or failure
                of re-election as a director or failure to be re-appointed an officer
                of the
                Company, an Optionee may, unless expressly provided to the contrary
                in the
                agreement granting the Option, at any time within 30 days after the
                date of
                termination but not later than the date of expiration of the Option,
                exercise
                the Option to the extent the Optionee was entitled to do so on the
                date of
                termination. Any Option or portions of Options of terminated individuals
                not so
                exercised will terminate and will again be available for future Options
                under
                the Plan. A change of position will not be considered a termination
                so long as
                the Optionee continues to be employed by the Company or its subsidiaries.
  1
  **10.**  **Death**
 
 Notwithstanding
                any other provision of this Plan other than the maximum of 10 years
                provided for
                in Section 7, if any Optionee shall die holding an Option which has
                not been
                fully exercised, his personal representative, heir or legatee may,
                at any time
                within 60 days of grant of probate of the will or letters of administration
                of
                the estate of the decedent or within one year after the date of such
                death,
                whichever is the lesser time, exercise the Option with respect to
                the
                unexercised balance of the Shares subject to the Option.
 
 **11.**  **Retirement**
 
 Notwithstanding
                any other provision of this Plan, if any Optionee shall retire or
                terminate his
                employment with the consent of the Board under circumstances equating
                retirement, while holding an Option which has not been fully exercised,
                such
                Optionee may exercise the Option at any time during the unexpired
                term of the
                Option.
 
 **12.**  **Changes
                in Shares**
 
 In
                the
                event the authorized common share capital of the Company as presently
                constituted is consolidated into a lesser number of Shares or subdivided
                into a
                greater number of Shares, the number of Shares for which Options
                are outstanding
                will be decreased or increased proportionately as the case may be
                and the Option
                Price will be adjusted accordingly and the Optionees will have the
                benefit of
                any stock dividend declared during the period within which the said
                Optionee
                held his Option. Should the Company amalgamate or merge with any
                other company
                or companies (the right to do so being hereby expressly reserved)
                whether by way
                of arrangement, sale of assets and undertakings or otherwise, then
                and in each
                such case the number of shares of the resulting corporation to which
                an Option
                relates will be determined as if the Option had been fully exercised
                prior to
                the effective date of the amalgamation or merger and the Option Price
                will be
                correspondingly increased or decreased, as applicable.
 
 **13.**  **Cancellation
                and Re-granting of Options**
 
 The
                Committee may, with the consent of the Optionee, cancel an existing
                Option, and
                re-grant the Option at an Option Price determined in the same manner
                as provided
                in Section 6 hereof, subject to the **prior** approval
                of the Exchange.
 
 **14.**  **Amendment
                or Discontinuance**
 
 The
                Board
                may alter, suspend or discontinue the Plan, but may not, without
                the approval of
                the shareholders of the Company and the Exchange, make any alteration
                which
                would (a) increase the aggregate number of Shares subject to Option
                under the
                Plan except as provided in Section 12 or (b) decrease the Option
                Price except as
                provided in Section 12. Notwithstanding the foregoing, the terms
                of an existing
                Option may not be altered, suspended or discontinued without the
                consent in
                writing of the Optionee.
 
 **15.**  **Interpretation**
 
 The
                Plan
                will be construed according to the laws of the Province of British
                Columbia.
 
 **16.**  **Liability**
 
 No
                member
                of the Committee or any director, officer or employee of the Company
                will be
                personally liable for any act taken or omitted in good faith in connection
                with
                the Plan.