UNITED STATES SECURITIES & EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 20-F





(Mark One)





 ̈

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934ORx

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010OR ̈

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____________ to _____________OR ̈

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report __________________





Commission File Number: 0-29336





ATNA RESOURCES LTD.


(Exact name of registrant as specified in its charter)





Province of British Columbia (Canada)


(Jurisdiction of incorporation or organization)





14142 Denver West Parkway, Suite 250


Golden, Colorado 80401


United States


(Address of principal executive offices)





Securities registered or to be registered pursuant to Section 12(b) of the Act:


None





Securities registered or to be registered pursuant to Section 12(g) of the Act:


Common Shares Without Par Value





Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:


None





Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report:





Title of Each Class
Issued and Outstanding as at December 31, 2010Common Shares without par value
99,002,468Preferred Shares without par value
Nil





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


 ̈ Yes     x No





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


 ̈ Yes     x No





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


x Yes      ̈ No





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


 ̈ Large accelerated filer     ̈ Accelerated filer     x Non-accelerated filer





Indicate by check mark which basis of accounting the registrant has used to prepare the consolidated financial statements included in this filing:  (Check one):


 ̈ U.S. GAAP     ̈ International Financial Reporting Standards as issued by the International Accounting Standards Board     x Other





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


x Item 17      ̈ Item 18





If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934):


 ̈ Yes     x No








TABLE OF CONTENTS





PART I

5ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
5ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
5ITEM 3.
KEY INFORMATION
5ITEM 4.
INFORMATION ON THE COMPANY
11ITEM 4A.
UNRESOLVED STAFF COMMENTS
39ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
39ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
47ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
58ITEM 8.
FINANCIAL INFORMATION
59ITEM 9.
THE OFFER AND LISTING
60ITEM 10.
ADDITIONAL INFORMATION
62ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
70ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
72PART II

72ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
72ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
72ITEM 15.
CONTROLS AND PROCEDURES
72ITEM 16.
RESERVED
73ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
73ITEM 16B.
CODE OF ETHICS
73ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
74ITEM 16D.
EXCEPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
74ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS
74ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
74ITEM 16G.
CORPORATE GOVERNANCE
74PART III

75ITEM 17.
FINANCIAL STATEMENTS
75ITEM 18.
FINANCIAL STATEMENTS
75ITEM 19.
EXHIBITS
75


1


CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS




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




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




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


·
any statements of the plans, strategies and objectives of management for future operations, including the development of  the Reward gold mining property (“Reward”) and production and operating costs at the Briggs gold mining property (“Briggs”);


·
any statements regarding future economic conditions or performance;


·
any statements of belief; and


·
any assumptions regarding the foregoing.




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




·
U.S. tax consequences of a passive investment company or PFIC;


·
fluctuations in gold and other metals prices;


·
risks related to hedging metal production and key operating inputs;


·
risks related to operating hazards;


·
risks related to the exploration, permitting, development and mining of precious metals;


·
risks related to estimation of reserves and resources;


·
risks related to governmental regulation, including environmental regulation;


·
risks related to competition and ability to fund partnership obligations;


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


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


·
risks related to the uncertainty of the title of assets;


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


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


·
risks related to reclamation activities on properties; and


·
other risks that are described in the section entitled “Risk Factors,” presented in Item 3. D. of this Form 20-F.




This list is not exhaustive of the factors that may affect any of the forward-looking statements of Atna Resources Ltd. or its subsidiaries (collectively, “Atna,” the “Company,” “we” or “us”). Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in the Annual Report on Form 20-F, under the heading "Risk Factors'' and elsewhere. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and
the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.


2


GLOSSARY OF SELECTED MINING TERMS





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





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





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





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





Grams per Tonne (“g/t”): Metric units used to describe the grade of ore, reserve or resource. It represents the portion of an ounce estimated to be contained in a metric ton of rock.





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





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





Ounces per Ton (“oz/ton”):  English units used to describe the grade of ore, reserve or resource. It represents the portion of an ounce estimated to be contained in a ton of rock.





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





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





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





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





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





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





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





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





MINERAL RESERVE AND RESOURCE DISCLOSURE





Mineral Reserves and Mineral Resources are defined under National Instrument 43-101 as follows.


3





Mineral Reserve





A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.





Proven Mineral Reserve:A ‘Proven Mineral Reserve’ is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.





Probable Mineral Reserve:A ‘Probable Mineral Reserve’ is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.





Mineral Resource





A Mineral Resource is a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.





Measured Mineral Resource:A ‘Measured Mineral Resource’ is that part of a Mineral Resourcefor which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely
enough to confirm both geological and grade continuity.





Indicated Mineral Resource:An ‘Indicated Mineral Resource’ is that part of a Mineral Resourcefor which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes
that are spaced closely enough for geological and grade continuity to be reasonably assumed.





Inferred Mineral Resource:An ‘Inferred Mineral Resource’ is that part of a Mineral Resourcefor which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.





Cautionary Note to U.S. Investors Concerning Estimates of Mineral Reserves and Mineral Resources:





We advise U.S. investors that the definitions of the terms “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” under the Standards on Mineral Resources and Mineral Reserves Definitions and Guidelines adopted by the Canadian Institute of Mining, Metallurgy and Petroleum are different than the definitions adopted by the SEC and applicable to U.S. companies filing reports with the SEC pursuant to SEC Industry Guide 7. It is the view of the SEC’s staff that:


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


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


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


4





Cautionary Note to U.S. Investors – The SEC permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this report, such as “measured,” “indicated,” and “inferred resources” which the SEC guidelines generally prohibit U.S. registered companies from including in their filings with the SEC. U.S. investors are urged to consider closely the disclosure in our Form 20-F which may be obtained from us or viewed on the SEC website athttp://www.sec.gov/edgar.shtml..





PART I





ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS





This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.





ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE





This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.





ITEM 3.
KEY INFORMATION





A.
Selected Financial Data





The following table summarizes certain consolidated financial information, which includes the accounts of the Company and its wholly owned subsidiary Canyon Resources Corporation, a Delaware corporation, (“Canyon”). The audited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practices (“GAAP”) in Canada and conform in all material respects with accounting principles generally accepted in the U.S. except as indicated in Item 5 B. U.S. GAAP Reconciliation with Canadian GAAP. The following information should be read in conjunction with these consolidated financial statements and notes thereto, included in Item 17 of this report.  Monetary data not labeled herein is stated in United States Dollars (“U.S. Dollars”),
except for certain disclosures that are reported in Canadian Dollars (“Canadian Dollars” or “C$”).  See Exchange Rates Data in this section.





Year ended

2010


2009


2008


2007


2006Total revenues

$
30,606,900


$
8,689,200


$
155,100


Nil


NilNet income (loss)

$
(8,796,800
)

$
(5,960,100
)

$
15,805,000


$
(3,116,400
)

$
(2,261,400
)Basic and diluted income (loss) per share

$
(0.10
)

$
(0.07
)

$
0.20


$
(0.05
)

$
(0.04
)Working capital

$
11,580,300


$
11,652,200


$
14,884,300


$
10,765,000


$
11,940,500Total assets

$
80,120,900


$
79,857,300


$
67,411,600


$
13,558,400


$
13,627,200Total liabilites

$
26,069,500


$
25,819,900


$
8,137,000


$
1,095,100


$
670,400Total shareholders' equity

$
54,051,400


$
54,037,400


$
59,274,600


$
12,463,300


$
12,956,800Number of shares issued and outstanding


99,002,468



83,291,133



83,291,133



64,722,588



64,176,838





Exchange Rate Data





Unless otherwise indicated, all monetary references herein are denominated in United States Dollars.  The exchange rates used herein were obtained from Bank of Canada; however, they cannot be guaranteed.





As of December 31, 2010 and March 15, 2011, the noon rate as quoted by Bank of Canada was Canadian Dollar $0.956 and Canadian Dollar $0.983 equals U.S. $1.00, respectively.


5





The following table sets out the U.S. Dollar to Canadian Dollar high and low exchange rates for each month during the previous six months.





High for Period


Low for PeriodFebruary-2011


.971



.998January-2011


.985



1.006December-2010


.993



1.022November-2010


.998



1.029October-2010


.999



1.037September-2010


1.022



1.060





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





Year

Average2010


.9712009


.8762008


.9382007


.9302006


.882





B.
Capitalization and Indebtedness





This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.





C.
Reasons for the Offer and Use of Proceeds





This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.





D.
Risk Factors





The securities of the Company are considered speculative due to the nature of the Company’s business and the present stage of its development.  A prospective investor should consider carefully the following factors:





Risk Factors Relating to the Company





We have been a Passive Foreign Investment Company, or PFIC, which could result in adverse U.S. Tax Consequences to U.S. Investors.





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


6





Precious and Base Metal Price Fluctuations





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





Hedging Risks related to Precious Metal Production and Key Operating Inputs





On December 9, 2009, the Company closed a private placement (the “Gold Bond Financing”) of $14.5 million of gold bonds (the “Gold Bonds”). The Gold Bond Financing pays approximately 814 ounces of gold per quarter representing eight to eleven percent of expected gold production in 2011. The debt is amortized at a fixed gold price of $1,113 per ounce. The Company may from time to time enter into gold hedge contracts to protect against declines in the price of gold or it may also enter into consumable off-take agreements that may protect against the increasing cost of consumables like diesel fuel. The Company’s goal is to protect the Company’s cash flows against declining gold prices or increasing diesel prices. The Company’s primary risk mitigation for hedge transactions is
its policy to limit net hedge levels to 50 percent of its expected gold production or diesel usage. Although a hedging program is designed to protect cash flow against a decline in the price of gold or rise in the price of diesel fuel; it could also limit the Company’s gold realizations during period of increased gold prices or could increase diesel costs during periods of low diesel prices.





Operating Hazards and Risks





Mining operations generally involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Hazards such as unusual or unexpected geologic structures and other conditions are involved. Operations in which the Company has a direct or indirect interest will be subject to all of the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage. The Company maintains liability insurance in an amount that it considers adequate for its operations; however, the Company may become subject to
liability due to events of pollution, slope failure, cave-in, flood or other hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material adverse effect on the Company’s financial position.





Exploration and Development





Mineral exploration and development involves a high degree of risk and few properties explored ultimately are developed into producing mines. There is no assurance that Atna’s mineral exploration and development activities will result in any discovery or development of bodies of commercial ore. The long-term profitability of Atna’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors.





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


7





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





Calculation of Reserves and Resources and Precious and Base Metal Recovery





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





Government Regulation





Operations, development and exploration on the Company’s properties are affected to varying degrees by government regulations relating to matters such as, but not limited to, environmental protection; health, safety and labour; mining law reform; homeland security; restrictions on production; price controls; tax increases; maintenance of claims; tenure; and expropriation of property. There is no assurance that future changes in such regulation, if any, will not adversely affect the Company’s operations.





Environmental Factors





All phases of the Company’s operations are subject to environmental regulation and permitting in the various jurisdictions in which the Company operates. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the Company’s properties unknown to the Company at present, which have been caused by previous or existing owners or operator of the properties.





Competition and Agreements with Other Parties





The mining industry is intensely competitive at all phases, and the Company competes with many companies possessing greater financial and technical resources than those of the Company. Competition in the mining business could adversely affect the Company’s ability to acquire suitable producing properties or prospects for mineral exploration in the future.





The Company may, in the future, be unable to meet its share of costs incurred under agreements to which it is a party and the Company may have its interest in the properties subject to such agreements reduced as a result. Furthermore, if other parties to such agreements do not meet their share of such costs, the Company may be unable to finance the cost required to complete recommended programs.





Ongoing Financing





The business of mineral exploration and extraction involves a high degree of risk with very few properties that are explored ultimately achieving commercial production. As a mining company in the exploration, development and mining stage, the ability of the Company to conduct exploration, development and mining operations is affected principally by its ability to raise adequate amounts of capital through equity financings, debt financings, joint venturing of projects, asset sales and other means. In turn, the Company’s ability to obtain funding depends in part upon the market’s perception of its management and properties, the price of gold, the marketability of its securities, the attractiveness of its non-core assets for sale and its credit worthiness with potential lenders. There is no assurance
that the Company will be successful in obtaining required financing.


8





Cash Flow





Briggs is the Company’s sole operating unit and potential source of cash flow. Any positive cash flow developed from Briggs may be used to fund some or all of the Company’s corporate overhead, exploration and project development costs.  The Company has limited financial resources and there is no assurance that additional funding will be available to allow the Company to accomplish its stated goals or to fulfil its obligations on existing development, exploration or joint venture properties. Failure to obtain additional financing could result in delay or indefinite postponement of further development and/or exploration and the possible, partial or total loss of the Company’s interest in certain properties.





Conflict of Interest





Certain directors and officers of the Company are officers and/or directors of, or are associated with other natural resource companies that acquire interest in mineral properties. Such associations may give rise to conflicts of interest from time to time. The directors are required by law, however, to act honestly and in good faith with a view to the best interests of the Company and its shareholders and to disclose any personal interest which they may have in any material transactions which is proposed to be entered into with the Company and to abstain from voting as a director for the approval of any such transaction.





Title to Assets





Although the Company has or will receive title opinions for any properties in which it has a material interest in Canada and the U.S., there is no guarantee that title to such properties will not be challenged or impugned. The Company has not conducted surveys of all of the claims in which its holds direct or indirect interests and therefore, the precise area and location of such claims may be in doubt. The majority of the Company’s properties are located in the U.S. where mineral title is held through either patented or unpatented mining claim, fee mineral right, and as leased mineral interests. Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the Mining Law of 1872. If enacted, such legislation could change the cost of holding unpatented mining
claims and could impact our ability to develop mineral resources on unpatented mining claims. Such bills have proposed, among other things, to either eliminate or greatly limit the right to a mineral patent and to impose a federal royalty on production from unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for development of such mining claims and the economics of existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect the Company’s financial performance.





The Company’s Canadian mineral claims may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects. Native land claim settlements are more advanced in the Yukon Territory than they are in British Columbia, and none of the Company’s properties in the Yukon Territory cover areas where the Federal Crown proposes to transfer mineral rights to the First Nations. However, there is no guarantee that this will not change before settlements are finalized.





Dividends





The Company has not, since the date of its incorporation, declared or paid any dividends on its Common Shares and does not currently intend to pay dividends. For the foreseeable future, earnings, if any, are expected to be retained to finance further growth and development of the business of the Company.





Resale of Shares





The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can be obtained. If the Company is unable to generate such revenues or obtain such additional financing, any investment in the Company may be lost. In such event, the probability of resale of the shares purchased would be diminished.


9





Joint Ventures





Certain of the properties in which the Company has an interest are operated through joint ventures with other mining companies. In particular, the Company holds an interest in the Pinson gold mining property (“Pinson”) with the remaining interest held by Pinson Mining Company, a Nevada general partnership (“PMC”) comprised of Homestake Mining Company of California and Barrick Holding Company of California, both subsidiaries of Barrick Gold Corporation (NYSE: ABX). The Company’s interest in Pinson is subject to the risks normally associated with the conduct of joint ventures. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the viability of the Company’s interests held through joint ventures and on the
Company’s future cash flows, earnings, results of operations and financial condition: (i) disagreements with joint venture partners on how to develop and operate mines efficiently; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; (iii) litigation between joint venture partners regarding joint venture matters; (iv) the sale of a joint venture partner’s interest to a third party; and (v) limited legal rights to influence the direction of project development where Atna is not the operator of the project.





Potential Litigation





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





Risk factors Specific to the Company





Gold Recovery at Briggs





CR Briggs Corporation, a wholly-owned subsidiary of the Company, operates Briggs. Briggs has been producing gold since the second quarter of 2009 and produced approximately 25,000 ounces of gold doré during 2010. Briggs uses a conventional gold heap leach recovery process. This process involves the application of cyanide solutions by drip irrigation to crushed ore stacked on an impervious pad. As the solution percolates through the heap, gold is dissolved from the ore into solution. This solution is collected and processed with activated carbon that collects the gold from the solution onto the carbon. The gold laden carbon is further processed through pressure stripping the carbon into a more highly concentrated gold bearing solution. The gold bearing solution is further concentrated by an electrowinning
circuit, which collects the gold onto electric cathodes which are then melted into gold doré bars. Factors impacting gold recovery include variation in crushed ore size, ore grade, rock type, solution concentration, lime addition, temperature, rainfall, irrigation time, pressure stripping, refining efficiencies, leach pad dynamics and other associated factors.





Production Costs and Risk Factors at Briggs





The cost of gold produced may be impacted by numerous variables including ore grade and gold recovery, stripping ratio, fuel and consumable costs, labor and benefit cost, equipment operating and maintenance costs, and numerous other factors. Production risk factors may include labor strife, slope failure, poor gold recovery, unavailability of skilled labor and management, availability of mining equipment, lack of machine parts, availability of consumables used in mining, mine plan implementation, weather, governmental regulations and other operating factors.





Recent California Legislation and Regulations May Prohibit the Company From Developing Any Projects Adjacent To Briggs.





On April 10, 2003, the California State Mining and Geology Board enacted a Backfill Regulation (the “Backfill Regulation”) that requires that all future metal mines, with certain exceptions, be back filled to the approximate original contour of the landscape. Any new open pit developments on our properties outside the existing Briggs plan of operations area may be required to comply with the Backfill Regulation. However, certain California statutes and regulations recognizes that under certain circumstances existing permit areas may be extended to incorporate mining locations necessary for the continued operation or expansion of the existing operation without the backfilling requirement.


10





Atna Has Significant Obligations At Its Mines, Which May Adversely Impact Liquidity.





Briggs operates under permits granted by various agencies including the U.S. Department of the Interior Bureau of Land Management (the “BLM”), Inyo County, California, the California Department of Conservation, and the Lahontan Regional Water Quality Control Board (“Lahontan”). The Company has posted cash and reclamation bonds with these agencies in the amount of $4.4 million of which $4.2 million are reclamation bonds supported by a surety. All surety bonds are subject to annual review and adjustment.  During 2010, the Company posted an additional $0.9 million of reclamation bonds with the State of Nevada for Reward which is supported by a surety.





Development of Reward





In January 2011, the Company commenced Phase 1 infrastructure development work on Reward, which is being funded out of current cash balances. The bulk of Reward Mine construction costs will be incurred during Phase 2 construction. Initiation of Phase 2 work will be dependent upon a number of factors including availability of adequate financing, free cash flow from Briggs, availability of equipment, personnel and other financing and logistical issues. Phase 2 activities include the construction of leach pad facilities, purchase or lease of a semi portable crushing plant, and the installation of offices, lab and shop facilities. Pre-stripping of mine waste would also commence simultaneously with the other Phase 2 development activities.





Montana Regulatory Authorities May Impose Additional Reclamation Requirements On Our Closure Of The Kendall Mining Property That Would Significantly Increase Our Funding Requirements For Such Closure.





Atna’s wholly-owned subsidiary, CR Kendall Corporation (“CR Kendall”), is reclaiming and closing the Kendall mining property (“Kendall”) located near Lewistown, Montana. In 1999 and 2000, the Montana Department of Environmental Quality (“MDEQ”) revised the required reclamation cash account from the existing $1.9 million to approximately $14.2 million. The Company believes the revised bond amount exceeds the cost of remaining work and our subsidiary filed an administrative appeal to the MDEQ’s actions, which is still pending. In February 2001, CR Kendall entered into an agreement with the MDEQ under which the $1.9 million supporting the then existing bond was transferred to an interest bearing account at the MDEQ for use in continuing reclamation at Kendall and the
appeals regarding bond amounts were stayed.





In January 2002, CR Kendall became aware that the MDEQ intended to proceed with an environmental impact study (“EIS”) to determine the closure requirements for final reclamation at Kendall. This EIS remains unfinished. Depending on the outcome of the EIS, the reclamation costs may vary from the current estimate. The release of our financial obligation on the property will only take place once the regulatory agencies have given final approval to all closure measures and are satisfied that the mine has met all reclamation requirements. There is no assurance of agency satisfaction with the mine closure. The amounts necessary to achieve a final mine closure may be impacted by the outcome of the described pending matters and Atna may not have sufficient funds to complete the Kendall reclamation if such
matters are resolved adversely to Atna, which would have a material adverse effect on our business.





ITEM 4.
INFORMATION ON THE COMPANY





A.
History and Development of the Company





Atna Resources Ltd. was incorporated for a perpetual duration under the Company Act of  the Province of British Columbia, Canada, on May 30, 1984, by registration of its Memorandum and Articles under its present name. The Company was extra-territorially registered in the Yukon Territory on April 13, 1995. The Company’s business is to explore, acquire, develop, and mine precious metals, uranium and other mineral properties.





Atna merged with Canyon on March 18, 2008 (the “Canyon Merger”), at which time Canyon became a wholly owned subsidiary of the Company. Canyon was incorporated for a perpetual duration by virtue of the General Corporation Laws of the State of Delaware in 1979.





Atna’s headquarters is located at 14142 Denver West Parkway, Suite 250, Golden, Colorado, USA, 80401. The toll free telephone number for the Atna headquarters is 877-692-8182. Bull, Housser & Tupper LLP is the Company’s Canadian legal counsel and is located at 3000 Royal Centre, 1055 West Georgia Street, Vancouver, BC, Canada V6E 3R3.


11





During the past three fiscal years, the Company’s capital and exploration expenditures have been incurred on projects located in the United States. The Company’s expenditures during the last three years have focused on property development, reserve and resource development, and general corporate purposes. During the period from 2008 to 2010, the Company has spent $20.2 million on mine development, $3.1 million on exploration and $18.3 million on general corporate purposes. General corporate purposes primarily include, profit or loss on sales, net interest expense, cash used to build inventories, spending on asset retirement obligations and increases in restricted cash.





The Company’s expenditures have been financed primarily from proceeds from asset sales, debt financings, equity and the exercise stock options as follows:





Financing Source

2010


2009


2008


TotalProceeds from asset sales


287,600



70,500



20,020,000



20,378,100Net Proceeds from equity financings


8,292,900



-



-



8,292,900Net Proceeds from debt financings


-



14,940,100



-



14,940,100Exercise of stock options


101,800



(7,400
)


568,100



662,500Total financing sources


8,682,300



15,003,200



20,588,100



44,273,600





The Company has sufficient working capital to meet general corporate purposes, support Briggs if free cash flow is not achieved, Phase 1 infrastructure development at Reward and debt service costs for the next 12 months.





B.
Business Overview





Atna Resources Ltd. is incorporated in British Columbia and the corporate office is located in Golden, Colorado. References to “Atna Resources”, “Atna”, and the “Company”, all mean Atna Resources Ltd. and all of the wholly-owned and majority-owned subsidiaries of Atna Resources Ltd., or any one or more of them, as the context requires. Atna was originally organized in 1984 to explore for, acquire, and develop precious metals.





The Company is involved in all phases of the mining business from exploration, development drilling, feasibility studies, permitting, construction, operation and final closure of mining properties. Atna’s ongoing exploration and development efforts are focused primarily on precious metals in the Western United States. The Company has conducted a portion of its mineral exploration and development activities through joint ventures with other companies.





Production at Briggs during 2010 included the mining of 2.4 million tons of gold ore containing 38,000 ounces of gold at a strip ratio of 3.3 tons of waste per tons of ore to produce 25,100 ounces of gold in dore. Approximately 25,100 ounces were sold at an average gold price of $1,210 per ounce. Estimated mined recoverable gold inventory at year end was 13,590 ounces in all stages of processing.





The Company’s primary focus for 2011 is to increase the value of its four core gold mining properties: Briggs, Pinson, Reward and the Columbia mining project (“Columbia”). The Company’s near-term strategy is to focus on producing positive cash flow from production operations at Briggs with the goal of reaching targeted production rates of approximately 35,000 to 39,000 ounces in 2011. The Company commenced Phase 1 infrastructure development activities at its Reward Mine project in January 2011 with the commencement of fence construction, water well drilling, power line development and initiation of final design engineering. The goal is to complete the financing of this project in 2011 to commence final construction activities by late 2011.  Additional metallurgical testwork and
further baseline environmental studies will be conducted at Columbia and the Company is working with its partner at Pinson to further activities at that site. These activities will provide a long term pipeline of development opportunities for the Company.


12


Atna expects that basic cash requirements over the next 12 months can be funded through a combination of existing cash, cash flow from the Briggs operation, short-term investments, debt, asset sales and, if necessary, equity issuances. Atna’s 2008 sale of its royalty portfolio provided approximately $20 million of net proceeds, which was sufficient to re-start and operate Briggs without additional financing until October 2009 when Atna closed C$1.5 million in convertible debentures. In December 2009, the Company closed the Gold Bond Financing and in December 2010, the Company closed a $9.2 million bought deal equity offering. The Company does not expect the exercise of options and warrants to be a significant source of funds during 2011.





The Company’s other significant assets include exploration joint venture agreements with Yamana Gold Inc. (“Yamana Gold”) on the Clover property and with Golden Predator Royalty and Development Corporation (“GPRD”) on the Adelaide gold exploration property (“Adelaide”) located near Winnemucca, Nevada and the Tuscarora gold exploration property (“Tuscarora”) located near Elko, Nevada. Kendall is in the final stage of reclamation and closure activities, principally relating to a final EIS, top soil placement and water management.





The Company is not affected by seasonality, but raw materials used in the production and processing of gold ores have increased significantly in price during the past three years. In addition, there is strong competition for experienced mining staff that has also increased the general cost of doing business. As a producing gold company, fuel cost is a significant cost factor and fuel costs have been volatile and generally increasing over the last three years.





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





The Company is well positioned with a solid cash balance and near term gold production to acquire mineral properties in a later stage of exploration. These opportunities may include properties that were closed due to lack of capital. The Company continually reviews acquisition opportunities that could provide potential long term value through further investment. The Company targets acquisitions that have the potential to provide positive cash flow over a significant operating reserve life and annually produces at least 50,000 ounces of gold. The target property would need to be located in a setting where positive community relations exist, where development of that property would not create long term environmental issues and has a reasonable chance at obtaining the required permits.





Demand for gold as a safe haven against the devaluation of paper currency and other factors in the financial marketplace has more of an impact on the price of gold than does the annual production of gold due to the relatively large above-ground supplies of gold available to the market place. Therefore, our principal objective is to acquire suitable mining prospects that could provide a reasonable return on capital without regard to global gold production levels.





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





The decision to put a mine into production and the commitment of the funds necessary for that purpose must be made long before the first revenues from production will be received. Between 2006 and 2010, the average annual London PM Fix price per ounce of gold has steadily increased from $603 to $1,225. The economics of a mine may change over time due to gold price fluctuations during the project’s life. Although it is possible to protect against price fluctuations by hedging in certain circumstances, the volatility of mineral prices represents a substantial risk to the mining industry. The Company’s open hedge positions as of December 31, 2010, consist solely of the Gold Bonds.


13





The exploration, development, and production programs conducted in the U.S. are subject to local, state, and federal regulations regarding environmental protection. A significant amount of the mining and exploration activities are conducted on public lands. The BLM regulations cover mining operations carried out on most other public lands. Exploration for or the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of water sources, waste materials, odor, noise, dust and other environmental protection requirements adopted by federal, state and local governmental authorities. As a result, environmental assessment or environmental impact studies may be required before any proposed
exploration work or production activities can be commenced. The requirements imposed by any such authorities may be costly, time consuming, and may delay operations. Future legislation and regulations designed to protect the environment, as well as future interpretations of existing laws and regulations, may require substantial increases in equipment and operating costs and delays, interruptions, or a termination of operations. We cannot accurately predict or estimate the impact of any such future laws or regulations, or future interpretations of existing laws and regulations, on our operations.





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





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





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


14


C.
Organizational Structure





The Company owns all or the rights to all of the issued and outstanding shares of the common stock of Canyon, incorporated by virtue of the General Corporation Laws of the State of Delaware. The above organizational chart reflects the Company’s legal ownership of significant active subsidiaries and ownership interests in various gold properties as of the date of this Annual Report on Form 20-F. Properties are routinely acquired, sold, subjected to a joint-venture, or abandoned in the ordinary course of business.








15





D.
Property, Plant and Equipment





Summary of Mineral Reserves and Resources





Gold Mineral Reserves – Proven and Probable at December 31, 2010 (3)





Category

Tons (x1,000)


Au (oz/ton)


Contained OuncesBriggs(1)- 100% AtnaProven


4,794



0.021



103,000Probable


4,853



0.020



98,000Briggs reserves


9,647



0.021



201,000Reward(2)-  100% AtnaProven


1,444



0.026



38,140Probable


6,264



0.023



142,710Reward reserves


7,708



0.023



180,850Total reserves


17,355



0.022



381,850





1.
Briggs  0.007 opt incremental leach cut-off grade using $1,025 per ounce gold


2.
Reward >$0.01 net incremental value using $1,025 per ounce gold


3.
Briggs reserves are current to December 31, 2010 and have been reconciled for mine production


16





Gold Mineral Resources - Measured, Indicated and Inferred (7)





Category

Tons (x1,000)


Au (oz/ton)


Contained OuncesMeasuredBriggs - 100% (1)


10,326



0.022



231,964Reward - 100% (2)


1,744



0.027



46,400Pinson - 30% (3,4)


346



0.454



157,000Columbia - 100% (5)


5,370



0.047



254,400Cecil-R - 100% (6)


858



0.024



20,800Total measured


18,644



0.038



710,564IndicatedBriggs - 100% (1)


20,331



0.019



379,927Reward - 100% (2)


9,259



0.023



212,300Pinson - 30% (3,4)


406



0.400



162,200Columbia - 100% (5)


11,295



0.043



487,200Cecil-R - 100% (6)


2,382



0.022



52,700Total indicated


43,673



0.030



1,294,327Measured & indicatedBriggs - 100% (1)


30,657



0.020



611,891Reward - 100% (2)


11,003



0.024



258,700Pinson - 30% (3,4)


752



0.424



319,200Columbia - 100% (5)


16,665



0.045



741,600Cecil-R - 100% (6)


3,240



0.023



73,500Total measured & indicated


62,317



0.032



2,004,891InferredBriggs - 100% (1)


15,183



0.017



262,682Reward - 100% (2)


2,819



0.018



51,300Pinson - 30% (3,4)


1,012



0.340



344,000Columbia - 100% (5)


10,705



0.042



453,600Cecil-R - 100% (6)


5,144



0.019



99,400Total inferred


34,863



0.035



1,210,982


17


Silver Mineral Resources - Measured, Indicated and Inferred (7)





Category

Tons (x1,000)


Ag (oz/ton)


Contained OuncesColumbia - 100% (5)Measured


5,370



0.155



831,100Indicated


11,295



0.115



1,304,400Total measured & indicated


16,665



0.128



2,135,500Total inferred


10,705



0.097



1,035,800





1.
NI 43-101 Technical Report Briggs Gold Project, March 2009


2.
NI 43-101 Technical Report Reward Gold Project, March 2008


3.
Pinson Project Basis: Atna  30 percent, Barrick 70 percent; 0.20 oz/ton cut-off grade


4.
NI 43-101 Technical Report Pinson Gold Property, June 2007


5.
NI 43-101 Technical Report Columbia Gold Property, September 2009


6.
NI 43-101 Technical Report Cecil R gold Property, March 2, 2010


7.
Resource estimates include proven and probable reserves





Mr. Alan Noble of Ore Reserves Engineering of Lakewood, Colorado, Registered Professional Engineer, State of Colorado, is acting as the independent qualified person in the preparation of “Technical Report on Briggs Project, March 2009.” Mr. Mike Read of Chlumsky, Armbrust & Meyer, LLC of Lakewood, Colorado, was responsible for preparing the ore reserve estimate and mine plan and worked under the supervision of Mr. Robert L. Sandefur as independent qualified person for those sections of the technical report. Mineral Reserves and mineral resources and reserves were updated by Mr. Read as Principal Mining Engineer, under the supervision of Mr. Sandefur as Qualified Person, to December 31, 2010 to account for 2010 mining at Briggs, price, cost and design parameter changes.





Dr. Fred Barnard, Ph.D., California Professional Geologist #7432, Mr. Greg Chlumsky, MMSA #0117QP, and Mr. Robert L. Sandefur, Colorado P.E. #11370, acted as qualified persons in the development of Reward feasibility report “NI 43-101 Technical Report Reward Gold Project, March 2008.” Mr. Mike Read of Chlumsky, Armbrust & Meyer, LLC of Lakewood, Colorado, is the independent qualified person who updated the previous work and was responsible for preparing the ore reserve estimate and mine plan as of December 31, 2010.





The updated mineral resource calculation and technical report for Pinson with an effective date of June 1, 2007, was prepared under the supervision of Mr. William Stanley, VP Exploration of Atna, a Licensed Geologist and Qualified Person. The projections from drill hole data points are consistent with projections made in the original resource estimate for the property, which were prepared by Mr. Rob Sim, an independent consulting resource geologist, first published in February 2005, supported by the technical reports filed on SEDAR March 2005 and subsequently revised and re-filed in December 2005.





The Columbia resource estimate was prepared by Gustavson Associates, LLC of Lakewood, Colorado, under the direction of Mr. Donald E. Hulse, P.E., an independent Qualified Person.





Robert Sandefur, P.E., of Chlumsky, Armbrust & Meyer, LLC of Lakewood, Colorado, was responsible for preparing the Cecil R mineral resource estimate for the Cecil R satellite project (“Cecil R”). Mr. Sandefur is an independent Qualified Person and co-author of the technical report which will be filed for Cecil R on SEDAR.





The mineral resources reported above other than those declared as proven and probable mineral reserves have no demonstrated economic viability at this time. The quantity and grade of reported inferred resources in these estimations are based on limited information and should be considered conceptual in nature. It is uncertain if further exploration will result in discovery of an indicated or measured mineral resource within those areas classed as inferred.


18


Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources.  This section uses the terms “measured” and “indicated resources.” The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them.  U.S. investors are cautioned not to assume that any part or all of mineral resources in these categories will ever be converted into reserves.





Cautionary Note to U.S. Investors concerning estimates of Inferred Resources.  This section uses the term “inferred resources.” The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the SEC does not recognize it.  “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.  U.S. investors are cautioned not to assume that
part or all of an inferred resource exists, or is economically or legally minable.





PRODUCTION PROPERTY





Briggs Mine, California





Briggs was acquired by the Company in 1990.  It is located on the west side of the Panamint Range near Death Valley, California.  From the city of Ridgecrest, Briggs is accessed by State Highway 178, which passes through the mining town of Trona and to the ghost town of Ballarat, a distance of 42 miles.  The mine is reached from Ballarat by means of an improved dirt road which heads south and skirts the east side of Panamint Valley, a distance of eight miles.  The legal description of the project area is Townships 21 through 23, and Ranges 44 through 45 East, Mount Diablo Meridian.





The Company owns or controls 265 unpatented claims, including 15 mill site claims, covering approximately 3,300 acres, on land administered by the BLM, either directly or through leasehold interests. No royalties are payable at Briggs.  In addition to Briggs, the Company owns or controls four satellite projects located between two and four miles north of Briggs: Cecil R, the Jackson project (“Jackson”), the Mineral Hill project (“Mineral Hill”) and the Suitcase project (“Suitcase” and together with Cecil R, Jackson and Mineral Hill, the “Briggs Satellite Projects”). The Briggs Satellite Projects are located on a total of 22 unpatented claims and three patented claims either directly or through leasehold interests. All of the mining claims are located on
land prescribed for multiple use management by the BLM.





Briggs was built by the Company in 1994. Mining at Briggs initially commenced in 1995 and ceased in early 2004 due to low gold prices. Mining and gold production re-commenced in 2009.  From 1995 through December 31, 2010, Briggs has produced over 585,000 ounces of gold.  During this time, over 91 million tons of rock has been mined by open-pit methods, including 28 million tons of ore.  Ore has been mined from a number of open-pits, including the Goldtooth, Briggs Main, Briggs South Ultimate (“BSU”), Argonaut and Briggs North, from south to north, respectively. In addition, a small amount of underground mining was performed from the bottom of the Briggs North open-pit in 2000 and 2001.





The 2011 operating plan for Briggs is expected to produce approximately 35,000 to 39,000 ounces of gold at an average cash cost for the year of between $750 and $820 per ounce produced. Approximately 60 percent of the gold produced for the year will be produced in the second half of 2011 under this plan. According to the plan, Briggs will crush and place on the leach pad approximately 2.8 million tons of ore containing 46,000 ounces of gold. The waste stripping ratio is projected to be 3.3 tons of waste per ton of ore. In-process gold inventory at year end 2010 was approximately 13,590 ounces, which provides a strong basis for 2011 production





All outstanding gold option hedge contracts for Briggs were closed out in 2010. The only remaining gold sales commitments are related to the Gold Bond Financing facility, which committed approximately 3,160 ounces per year at a price of $1,113 per ounce payable in installments over the remaining three years of such facility.


19








20





Production details for Briggs in 2010 and 2009 are shown in the following tables:





First


Second


Third


Fourth


TotalProduction Statistics for 2010

Quarter


Quarter


Quarter


Quarter


2010Waste tons


1,418,700



2,081,900



2,042,500



2,289,400



7,832,500Ore tons


644,200



485,400



649,500



601,900



2,381,000Total tons


2,062,900



2,567,300



2,692,000



2,891,300



10,213,500Ore grade (oz/ton)


0.015



0.014



0.019



0.016



0.016Contained gold ounces mined


9,600



6,600



12,400



9,400



38,000Gold ounces produced in doré


6,000



5,300



5,800



7,900



25,000Gold ounces sold


5,500



5,700



6,200



7,800



25,200Cash cost of gold production ($/oz)

$
892


$
1,021


$
1,036


$
878


$
948





First


Second


Third


Fourth


TotalProduction Statistics for 2009

Quarter


Quarter


Quarter


Quarter


2009Waste tons


280,600



1,008,200



1,171,900



792,700



3,253,400Ore tons


232,500



180,100



330,000



591,600



1,334,200Total tons


513,100



1,188,300



1,501,900



1,384,300



4,587,600Ore grade (oz/ton)


0.039



0.014



0.015



0.013



0.018Contained gold ounces mined


9,100



2,600



5,100



7,400



24,200Gold ounces produced in doré


-



2,000



4,600



4,600



11,200Gold ounces sold


-



2,000



3,900



5,000



10,900Cash cost of gold production ($/oz)

na


na


$
893


$
923


$
908





Note: Cash cost of gold production is a non-GAAP measure and is calculated utilizing Gold Institute standards.  Production accounting commenced at Briggs at the beginning of the third quarter.





Cash cost of production for 2010 and the fourth quarter bore period costs related to higher than life-of-mine average strip ratio. For full year 2010, the strip ratio was 3.3, while in the fourth quarter the strip ratio was 3.8. The Briggs mine plan is front end loaded with high waste stripping requirements due to deposit geometry. The remaining life-of-mine strip ratio is 2.8 which should result in lower future cash costs. Remaining life-of-mine average cash costs are currently projected to average $600 to $650 per ounce.





Additional factors that impacted operating costs in 2010 were increased costs for diesel fuel, lime, steel, and poor availability of timely equipment parts from equipment vendors. The major equipment vendors have already provided consignment inventories of spare parts to help mitigate this issue in the future.





Another factor contributing to high unit costs at Briggs was a poor reconciliation of mined ore to the mine model as mining progressed from the upper BSU pit through a peripheral transition zone to the lower Main Briggs pit. This issue resulted in the development of fewer ore tons than anticipated, reducing ore deliveries to the crusher and ultimately resulting in lower gold production than projected. Mining has progressed through this zone and the reconciliation of actual results to model is now performing as expected.





Capital spending for 2011 at Briggs is projected to be approximately $5.7 million. This amount includes approximately $1.2 million in capital lease and equipment note payments for major mining equipment, $3.0 million in spending towards completion of a 7.5 million ton expansion to the leach pad, and $1.2 million for exploration and development drilling. The leach pad project, due for completion in April 2011, is sufficient to meet life-of-mine stacking requirements and will allow Briggs to complete the current life-of-mine operating plan if no additional mineral reserves are added from ongoing exploration activities.





Additional infill and step-out drilling at Briggs began in January 2011 targeting several expansion opportunities that will provide a better understanding of the peripheral zones in the mine model and may increase reserves. Preliminary results of the drilling targeting the Briggs Deep zone has been successful in confirming the location and size of the mineralized zone and indicated the presence of a higher than average zone through the zone.




21





Gold reserves at Briggs have been updated to account for the following changes:





·
An increase in the three year trailing gold price outlook from $845 per ounce as of December 31, 2009 to $1,025 per ounce as of December 31, 2010,


·
2010 mine production,


·
An increase in slope angle in the east sector of the Briggs Main Pit,


·
A 5 percent increase in estimated direct operating costs between 2009 and 2010.





Briggs December 31, 2010 gold mineral reserves estimated using a 0.007 ounce per ton cut-off grade is shown in the following table:





Tons


Gold


ContainedMining Area

Category

(x1,000)


(oz/ton)


OuncesBriggs Main

Proven


2,711



0.016



44,600Probable


1,810



0.014



26,100Sub-Total


4,521



0.016



70,700Briggs Main North

Proven


69



0.016



1,100Probable


223



0.023



5,100Sub-Total


292



0.021



6,200Gold Tooth - North

Proven


827



0.031



25,600Probable


1,478



0.022



33,200Sub-Total


2,305



0.025



58,800Gold Tooth - South

Proven


1,167



0.026



30,800Probable


1,287



0.025



31,900Sub-Total


2,454



0.026



62,700Argonaut

Proven


19



0.051



900Probable


55



0.032



1,700Sub-Total


74



0.036



2,600Total - Briggs Reserves

Proven


4,793



0.021



103,000Probable


4,853



0.020



98,000Grand Total


9,646



0.021



201,000




The cutoff grade utilized was calculated utilizing current operating cost structures and an estimated 80 percent gold recovery. The expected gold recovery was determined based on the historical recoveries from the mine during its previous operating period from 1996 to 2004. The estimate shown above does not include 715,000 tons of in-pit inferred material containing approximately 11,700 ounces of gold. This material is currently considered as waste in the overall mine plan. The remaining life of mine waste to ore stripping ratio decreased from 2.8 to 2.1. The decreased strip ratio was primarily due to the excess of waste mining during 2010.





The following table rolls forward the ounces of gold mineral reserves contained in Briggs for the year ended December 31, 2010:





Beginning





Other


Ending2010


Production


Changes


2010Proven


127,200











103,000Probable


105,500











98,000Total Briggs Reserves


232,700



(38,000
)


6,300



201,000


22





Briggs December 31, 2010 mineral resources estimated using a 0.006 ounce per ton cut-off grade is shown in the following table:





Tons


Gold


ContainedCategory

(x1,000)


(oz/ton)


OuncesMeasured


10,326



0.023



232,000Indicated


20,331



0.019



379,900Measured and Indicated


30,657



0.020



611,900Inferred


15,183



0.017



262,700





Mobile equipment at Briggs includes seven 85- to 100-ton trucks, three 15-cubic-yard loaders, two blast-hole drills, four dozers, and two graders. The three-stage crushing plant at Briggs has a nominal capacity of 600 to 700 tons per hour depending on hardness of ore feed. Ore is typically crushed in three stages to 80 percent minus 1⁄4 inch size and conveyor-stacked on the leach pad for leaching.  Gold recovery at this crush size is estimated to be approximately 80 percent. The gold recovery plant utilizes the carbon absorption and desorption process to recover gold from solution and the refinery utilizes conventional furnace technology. Power for the mine is currently supplied by four 1.1 megawatt
diesel generators.





The life-of-mine plan for Briggs mining operations is located entirely within the existing permit boundary area. However, a portion of the mine plan area will require an amendment to the existing reclamation plan and placement of additional reclamation bonds prior to mining. Reclamation activities are conducted concurrently whenever possible as mining occurs. In areas of new mining, topsoil is being reclaimed and stockpiled for future reclamation work.





Briggs operates under the requirements of the following significant permits and agencies:  (1) Plan of Operations, BLM; (2) Mining and Reclamation Plan, Inyo County; (3) Waste Discharge Requirements, Lahontan; (4) Permits to Operate, Great Basin Unified Air Pollution Control District; and (5) a stream bed alteration permit with California Fish and Game. The Company has posted cash and reclamation bonds with these agencies in the amount of $4.4 million of which $4.2 million are reclamation bonds supported by a surety. All surety bonds are subject to annual review and adjustment.





Briggs is hosted by Precambrian quartz-rich gneiss and amphibolite which have undergone ductile folding during Precambrian time and subsequently subject to brittle deformation by high and low-angle faulting during Mesozoic and Tertiary time.   High-angle faults and shear zones are believed to have acted as conduits that channeled gold-bearing hydrothermal fluids upwards into the Precambrian gneiss- amphibolites rock units..  The principal gold mineralized high-angle fault zone at the mine is the north-south trending Goldtooth fault. The Goldtooth fault was developed historically by underground methods in the early 1900s and remains an important ore control at Briggs.




DEVELOPMENT PROPERTIES





Reward Mine, Nevada





Reward is located on approximately 1,600 acres in southwestern Nye County, Nevada, about 5.5 miles south-southeast of the town of Beatty.  Access is gained via state highway 95 to the site access road turnoff followed by a two mile gravel access road. Atna holds 18 unpatented lode claims under three mining leases, which expire in 2024 and 2025. The leases carry a three percent NSR royalty.  During 2006, the Company acquired six patent placer claims totaling 220 acres for $0.1 million and a residual three percent NSR royalty. Atna now owns or leases 116 unpatented lode mining claims, three unpatented placer claims, and six patented placer claims.


23











In March 2008, the Company completed a positive economic feasibility study for Reward. The feasibility study recommended development of a conventional open pit mining, ore crushing, and heap leach gold production operation. Operating synergies and cost benefits from the nearby Briggs Mine could positively affect the operation.





Gold reserves at Reward have been updated to account for the following changes:





·
An increase in the three year trailing gold price outlook from $845 per ounce as of December 31, 2009 to $1,025 per ounce as of December 31, 2010,


·
A 5 percent increase in estimated direct operating costs between 2009 and 2010.


24





Reward December 31, 2010 gold mineral reserves estimated using a positive internal net value is shown in the following table:





Tons


Gold


ContainedMining Area

Category

(x1,000)


(oz/ton)


OuncesReward

Proven


1,371



0.027



36,700Probable


5,960



0.023



135,900Sub-Total


7,331



0.024



172,600Gold Ace

Proven


73



0.021



1,500Probable


305



0.022



6,800Sub-Total


378



0.022



8,300Total Reward Reserves

Proven


1,444



0.026



38,200Probable


6,265



0.023



142,700Grand Total


7,709



0.023



180,900





The estimate shown above does not include 583,000 tons of in-pit inferred material containing approximately 10,500 ounces of gold. This material is currently considered as waste in the overall mine plan.





The following table rolls forward the ounces of gold mineral reserves contained in Reward for the year ended December 31, 2010:





Beginning


Price & Cost


EndingCategory

2010


Changes


2010Proven


37,200



1,000



38,200Probable


136,500



6,200



142,700Total Reward reserves


173,700



7,200



180,900




The Reward operation is expected to produce approximately 144,600 ounces of gold over a five year mine life at estimated average cash cost of $547 per ounce of gold produced. Reserve estimates were based on an updated estimate of operating costs and a target gold recovery of 80 percent. The life-of-mine waste to ore strip ratio is 2.7. The feasibility study included capital costs for crushing and process plants, facilities and infrastructure, mining fleet and capitalized stripping of $24.4 million. The project capital and economic outlooks were updated by the
Company to account for higher gold prices, increased ore reserves and higher consumable and labor costs.





Mining operations at Reward will utilize conventional 100-ton open pit trucks and 15-yard loaders. Mined ore will be crushed to minus 3/8 inch and placed on a lined pad for leaching and gold recovery. Target gold recovery is 80 percent for the project. Process solutions will be captured in solution tanks and circulated through activated carbon to capture entrained gold. This loaded carbon would subsequently be dewatered, packaged, and transported for final gold recovery to either Briggs in Inyo County, California, or to a third party processing facility.





Reward has received permits required to initiate development activities. A project office has been opened in Beatty, Nevada and fence construction and the drilling of the production water well commenced in January 2011. Other near term development activities include the completion of design engineering, development of contractor bid packages, access road upgrade and power line construction. Anticipated cost for this phase of work will be approximately $3.0 million. In addition to the development activities already commenced, the Company is planning a $1.0 million development and exploration drill program at the site to extend mineralization adjacent to the existing designed pit limits.


25


Phase 2 activities include the construction of leach pad facilities, purchase of a 500-ton per hour capacity semi-portable crushing plant, and installation of an office, lab and shop facilities. Pre-stripping of mine waste would also commence simultaneously with the other construction activities. Timing on this construction phase will be dependent upon a number of factors including the availability of free cash flow from our Briggs operation, availability of equipment, staffing and other financing and logistical issues. We anticipate that Phase 2 construction could be completed within a nine to twelve month period after the completion of initial Phase 1 development activities.





Final reclamation and closure cost, which is included in overall production cost, is estimated at approximately $2.5 million. The cost for reclamation and closure bonds of approximately $5.9 million was estimated using the State of Nevada statutory cost estimating model and has been approved by State regulatory authorities. An initial bond of $0.9 million backed by surety has been posted to cover Phase 1 activities. These amounts are in addition to the capital estimates stated above.





Reward contains an intensely sheeted, north-south shear zone and associated veins, which vary from steeply dipping to modest dip (45 degrees) to the east, within a sequence of quartzitic beds, schists, and dolomites. The Reward gold-mineralized structure has been sampled by more than 310 holes totaling more than 100,000 feet drilled by a number of mining entities over the past 15 years. Gold mineralization has been encountered over a strike length of more than 2,400 feet and to a depth of 400 feet along the Reward structure. The width of mineralization within the structural zone ranges from a few feet to up to 200 feet. The mineralized structure remains open and untested at depth and along strike to the south.





During 2009 work was completed on an Environmental Assessment for Reward and the BLM signed the Record of Decision and Finding of No Significant Impact to approve development of Reward in August 2009. In January 2010, the Nevada Division of Environmental Protection issued a Reclamation Permit that became effective February 7, 2010. This permit, subject to the placement of reclamation bonds, will allow Atna to commence construction of the Reward mine facilities. Other major permits, including the Class II Air Quality Operating Permit, Water Pollution Control Permit, and a Permit to Change Point of Diversion, Manner of Use and Place of Use of The Public Waters, have also been issued by the State of Nevada.





Pinson Mine Property, Nevada





Pinson is located in Humboldt County, Nevada, about 30 miles east of Winnemucca and is accessed by an all weather road about ten miles north of the Golconda Exit from Interstate Highway 80.  The property is located on the Getchell Gold Belt in north-central Nevada where it intersects the north end of the Battle Mountain Eureka trend.  Prior to 2000, Pinson produced over 987,000 ounces of gold from relatively low-grade oxidized ore by open pit mining methods.  Gold production came from decalcified, locally silicified and/or argillized, fine-grained, limy sedimentary rocks of the Cambrian aged Comus Formation.  Mineralization is focused along and adjacent to the Getchell Fault zone.





In April 2009, Atna entered into a Mining Venture Agreement (the “MVA”) for Pinson with PMC. Under the MVA, Atna owns a 30 percent equity interest in the joint venture and PMC owns 70 percent. PMC is the project manager.





Over $50 million has been spent on Pinson by the joint venture partners since 2004 and as of December 30, 2010, the Company’s share of that expenditure is approximately $15.3 million, which has been expensed for accounting purposes. The 2011 budget for Pinson includes ongoing underground pumping and maintenance operations. Atna’s share of the 2011 budget is $0.4 million.





PMC has completed an in-house review of Pinson for both underground and open pit mining potential, but did not develop a project that was immediately attractive to Barrick for development. Atna believes that the underground development potential at Pinson is attractive. As a result, the MVA partners are engaged in an active dialogue concerning the future direction of this project.  Should PMC decide to sell their interest, then Atna retains a right of first refusal to match any offer within 60 days of that offer being presented to Atna.





Pinson is made up of a number of property parcels that are either wholly-owned or under lease/option  The property includes 3,800 acres of patented fee lands, 360 acres of leased patented fee lands, 8,496 acres of federal unpatented lode mining claims, and 1,362 acres of leased federal unpatented lode claims. A total of 553 unpatented federal lode mining claims (both owned and leased) are included in the property position. Total acreage controlled by the joint venture is 14,018 acres. The property is subject to NSR royalties varying from 3.5 percent to 7.5 percent on various claim groups within the property.


26










In June 2007, the Company completed an updated technical report on Pinson and revised the mineral resource calculations based upon all available data from its work through June 2006. PMC completed substantial exploration work on Pinson subsequent to this resources estimate and that work has not been incorporated, as of the date of this Annual Report on Form 20-F, into a revised technical report compliant with National Instrument 43-101 (“NI 43-101”).


27





The June 2007 mineral resource estimate is summarized in the following table utilizing a cut-off gold grade of 0.20 oz/ton:





Tons


Gold


ContainedCategory

(x1,000)


(oz/ton)


OuncesMeasured


1,152



0.454



523,200Indicated


1,353



0.400



540,600Measured and Indicated


2,505



0.425



1,063,800Inferred


3,374



0.340



1,146,600





Atna commenced a drill program in August 2004, to define a resource and to acquire geotechnical data in two target areas from near surface to a depth of 1,500 to 2,000 feet. Drilling focused on the relatively shallow portions of the CX zone and on the Range Front zone. A total of 30 holes, including about 20,000 feet of reverse circulation pre-collars and 10,000 feet of core tails were completed in February 2005.





In 2006, PMC completed a detailed gravity survey within the area of interest. This work was followed by exploration and delineation drilling in 2007 and 2008. A total of 163 drill holes were completed consisting of 50,700 feet of RC drilling and 61,900 feet of core drilling. Surface drilling consisted of 103 drill holes, underground drilling total 60 drill holes. Combined drill footage was 112,600 feet. This drilling targeted the Summer Camp, HPRI04, Range Front, Ogee and CX underground resources areas and the Mag open pit resource area. In general, the drilling program did not extend any of the known resources significantly. Drilling was suspended in December of 2008. In 2008, underground exploration drifting was re-started with 2,000 feet, of drift excavation completed. The underground drift was designed to
allow delineation drilling to be completed in the CX, Ogee and Range Front Zones. The underground excavation contract was terminated in January of 2009. Over 4,000 feet of underground drift and workings have been completed at the site.





Underground workings at Pinson are being de-watered using deep de-watering wells. A total of four wells have been drilled and two rapid infiltration basins have been constructed. Additional water rights to allow the underground project to be de-watered at rate required to support underground mining operations were applied for with the Nevada Division of Water resources and granted in February 2009. In addition, PMC upgraded site electrical systems to support underground tunneling and ventilation operations and constructed a lined stock pad for the stockpiling of future mined ores. A second portal collar was also established for a planned secondary access to the underground workings. Under MSHA regulations, commercial stoping of ores may only be conducted once dual access has been established.





Pinson is currently being operated under a permit that authorized mining of less than 36,500 ore tons per year from underground workings. Modification of this permit by administrative amendment will be required before commercial production rates can be contemplated.





Columbia Project, Montana





The Company wholly-owns or leases 24 patented and 68 unpatented mining claims at Columbia, which is located approximately seven miles east of Lincoln and 45 miles northwest of Helena, in Lewis and Clark County, Montana. Access to the properties is by dirt roads from a paved highway that crosses near the property.  The patented claims are subject to NSR royalties that range from zero to six percent.





The Company engaged an independent engineering firm with Qualified Persons (as deined in NI 43-101), to complete an NI 43-101 compliant “Technical Report and Mineral Resource Estimate for the Columbia Project”  in 2009 and an additional report titled “Technical Report and Preliminary Assessment on the Columbia Project” (“PEA”) was completed in May 2010. Results of these studies demonstrate favorable economic potential for the project.





The Columbia resource estimate is based on 337 drill holes totaling 147,000 feet of drilling and 12,500 feet of surface trenching in 78 trenches carried out between 1989 and 1993. Bulk sampling, development studies, metallurgical testing, and environmental baseline studies were conducted during the same time period. The deposit remains open for possible extension both along strike and to depth.


28





The Columbia mineral resource estimate is summarized in the following table utilizing a cut-off gold grade of 0.02 oz/ton, which is calculated utilizing operating cost and expected recovery parameters as developed in the PEA with supporting metallurgical test work:





Tons


Gold


Contained


Silver


ContainedCategory

(x1,000)


(oz/ton)


Gold Ozs


(oz/ton)


Silver OzsMeasured


5,370



0.047



254,400



0.155



831,100Indicated


11,294



0.043



487,300



0.116



1,304,400Measured and Indicated


16,664



0.045



741,700



0.128



2,135,500Inferred


10,705



0.042



453,600



0.097



1,035,800





Columbia PEA Highlights





·
Projected average annual production of approximately 70,000 ounces of gold and 96,000 ounces of silver over a nine-year mine life at an estimated cash cost of $639 per ounce of gold, net of by product credits.


·
Pre-tax discounted net present value at $1,025 per ounce of gold and $16.60 per ounce of silver of $111.5 million at discount rate of five percent, giving an internal rate of return of 27 percent.


·
Estimated capital expenditures of $72.2 million and a payback of 3.3 years.





The PEA contemplates a conventional open pit truck/loader mining operation with sequential pit waste backfill and a conventional 5,000 ton per day gravity and flotation mill to produce both doré and a gold and silver concentrate.  Concentrates would be sold to third party processing facilities. The initial design seeks to minimize environmental impact by incorporating dry tailings for pit backfill versus a conventional wet tailings dam.





The PEA is an estimate of the economic viability of the project and does not contemplate a number of important engineering or regulatory factors. Further study is required prior to making a production decision. The preliminary assessment includes inferred mineral resources within the pit boundary that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary assessment will be realized.





The PEA developed a number of recommendations for future work.  These include:





·
Additional metallurgical sampling to adequately test the various parts of the deposit sufficient to refine the process flow and complete a plant design.


·
Additional drilling to confirm the resource and upgrade the ore classification of the Donnely South area.


·
An evaluation of the permitting requirements of the project.


·
A geotechnical study to optimize pit slope angles and confirm waste dump stability and design.


·
Feasibility and project optimization studies.





The project’s geologic model is presently being updated to incorporate detailed geologic information to assist in proper placement of drillholes for metallurgical sampling. Metallurgical and geotechnical drilling and testing is planned for later this year. Ongoing work at the site includes data collection for use in baseline environmental studies.





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





The Company is planning additional metallurgical test work, environmental base-line studies, and economic analysis of the process alternatives during 2011 with the goal of narrowing the project’s development alternatives and began mine permitting.


29





Columbia is not currently permitted for development. Columbia is located on patented and unpatented mining claims within a U.S. National Forest. As with all mining projects, careful environmental study and permitting will be required before a mine can be developed on the property. There are no assurances that all needed permits will be issued, issued timely, or issued without onerous conditions. An environmental impact statement and the permitting process will require completion before any development activities can take place on the property.










30





Briggs Satellite Projects, California





Cecil R is located four miles north of Briggs. The Company completed an initial NI 43-101 compliant mineral resource estimate and technical report in March 2010.  The following table displays the mineral resource estimate using a cutoff grade of 0.01 oz/ton. This cutoff grade is higher than the cutoff grade utilized at Briggs to account for potentially the increased ore haulage costs at Cecil R.





Tons


Gold


ContainedCategory

(x1,000)


(oz/ton)


OuncesMeasured


858



0.024



20,800Indicated


2,382



0.022



52,700Measured and Indicated


3,240



0.023



73,500Inferred


5,144



0.019



99,400





Work at Cecil R leading up to the new NI 43-101 resource estimated included over 94 drill holes, surface geologic mapping, surface and underground sampling, and 3D geologic modeling. Gold mineralization at Cecil R is hosted by the same geologic unit which hosts the nearby Briggs gold deposit. The gently west dipping blanket-like zone of gold mineralization dips beneath Quaternary gravel cover and is distributed over an area 1,500 feet by 1,200 feet and has a thickness of 10 to 60 feet.





Work on Cecil R will continue during 2011 with economic evaluation of the newly defined resource, baseline environmental studies, metallurgical testing, permitting and potentially infill drilling to upgrade resource classification.










In 2006, Atna acquired Suitcase and Mineral Hill for 30,000 shares of common stock of Atna. Suitcase and Mineral Hill are located east and upslope from the Cecil R and Jackson properties.  In addition, Atna will pay a total of $135,000 in ten yearly installments, plus a three percent NSR royalty that may be reduced to one percent for $0.5 million per point of reduction.


31





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





Any new open-pit developments on the Briggs Satellite Projects outside the existing Briggs plan of operations area may be required to comply with the Backfill Regulation. However, certain California statutes and regulations recognizes that under certain circumstances existing permit areas may be extended to incorporate mining locations necessary for the continued operation or expansion of the existing operation without the backfilling requirement.




EXPLORATION PROPERTIES





Clover, Nevada





The Clover property (“Clover”) is situated 68 km northeast of Winnemucca in Elko County, north-central Nevada, and consists of 110 unpatented lode claims covering approximately 2,000 acres. Access to Clover is via all weather gravel roads off Nevada State Route 18 and accessed from Interstate 80 at the Golconda exit. The topography on the property is moderate, rising to 6,400 feet above sea level off the 5,000 feet above sea level pediment covered valley bottom. In an agreement dated March 11, 2003, the Company obtained an option to acquire a 100 percent interest in 22 claims on Clover, subject to a three percent NSR royalty and exercised that option to control the property.  The Company optioned Clover to Yamana Gold in November 2006. Yamana Gold has been exploring Clover since that time and has
now completed all cash payments to Atna required under the terms of the earn-in agreement ($0.4 million), but must complete the remaining portion of the work requirements of its earn-in.





To date, Yamana Gold has spent approximately $1.3 million of the required $3.3 million in exploration expenditures. Over the course of the next 18 to 24 months, dependent upon when permits are received, Yamana Gold must spend an additional $2.0 million in exploration expenditures to complete the expenditure requirement and to earn a 51 percent venture interest in the project. Upon completion of these initial vesting requirements, Yamana Gold  may elect to earn an additional 19 percent interest in Clover (70 percent total) by taking the project through prefeasibility within 30 months of making the election to increase its interest. Should Yamana Gold earn an interest in Clover, Atna will retain either a 49 percent or 30 percent interest.





During 2007, Yamana Gold carried out geological mapping, geochemical surveying and drilling on Clover. Yamana Gold completed seven drill holes totaling 5,300 feet before suspending the program due to winter weather conditions. The holes ranged in depth from 600 feet to 915 feet and were inclined at various angles to cut the structural zones thought to host the gold and silver mineralization.





Yamana Gold completed a second round of drilling in 2008 that included 10 RC drill holes (8,000 to 9,000 feet) to follow-up encouraging gold and silver results intersected in 2007 drilling. In 2008, Yamana Gold cut several zones of gold mineralization in the Clover target area including:





·
35 feet grading 0.321 oz/ton gold and 0.54 oz/ton silver (hole CV006)


·
25 feet grading 0.03 oz/ton gold and 7.97 oz/ton silver (hole CV007)





Yamana Gold is completing permitting activities required by the BLM to allow a third round of drilling. Yamana Gold anticipates that the BLM will grant the permits before the end of the second quarter of 2011 and drilling is to commence shortly thereafter. Planned work in 2011 includes drilling to extend and in-fill gold mineralization in the Clover area and an initial round of drilling on the Saddle target, located in the northern portion of Clover where seven new drill sites are planned.





The Clover prospect is a low sulfidation epithermal, vein-hosted gold prospect situated along the northern margin of the Midas trough, on the southwest flank of the Snowstorm Mountains.  The property is underlain by mid-Miocene aged, bi-modal volcanic rocks on the western margin of the Northern Nevada Rift.  These rocks are the stratigraphic equivalents to the units that host bonanza veins in the Midas district.  Altered rhyolitic volcaniclastic rocks exposed throughout the property contain anomalous gold (0.020-0.070 ppm). Gold mineralization occurs within a north-northwest trending, structurally complex corridor named the Jake Creek trend.


32











Tuscarora and Adelaide Properties, Nevada





On February 15, 2008, the Company entered into an Option Agreement with GPRD, whereby GPRD would assume the obligation of Atna regarding the option with Newmont Mining Corporation on Adelaide and Tuscarora. GPRD is obligated under its Option Agreement to complete $3.0 million in expenditures by end 2011 to earn a 100 percent equity position in the project subject to various earn-back rights held by Newmont. At the end of 2010, a total of approximately $2.6 million had been spent toward the total spending requirements. As of March 2011, GPRD has informed the Company that they have reached the $3.0 million expenditure requirement to earn 100 percent equity position.


33





Atna is entitled to receive annual option payments equivalent in value to 35 percent of the cost of work performed in the year. Atna received 0.3 million shares of GPRD as its 2010 option payment for the properties. In addition, Atna shall retain an NSR royalty of up to 1.5 percent but not less than 0.5 percent.  When a positive production decision has been made, Atna may receive an additional production payment equivalent to $2.50 per ounce of gold or gold equivalent ounce based on the established reserves or measured and indicated ounces at that time, but not less than $250,000 for each property.





Adelaide is located about 30 miles south of Winnemucca, Nevada and is accessed by state highway 294 to improved dirt road for two miles. Tuscarora located about 48 miles south of Elko Nevada via state highway 225 to highway 226.





The Adelaide property is part of the Gold Run Mining District, which has been active since the late 1870's. The largest past producer within the property, the Crown Mine, was operated intermittently from the early part of the century into the early 1940's. It has produced approximately 19,000 ounces of gold and 345,000 ounces of silver from a combination of open pit and underground workings. The most recent mining on the property took place from 1988 to 1991; a small open pit operation south of the Crown Mine that produced a total of 4,900 ounces of gold and 53,500 ounces of silver from the Margarite and Recovery vein zones.





In 2008 and 2009, GPRD completed two drilling programs and in August 2009, GPRD completed an NI 43-101 compliant technical report on Adelaide. The technical report summarized all past exploration, including successful exploration results from the company’s 2008-2009 drilling program, where several +1.0 ounce/ton gold intercepts were intersected. Potential for high grade, bonanza vein-style system was demonstrated in the drilling. A work plan was recommended consisting of detailed mapping, compilation work, RC and diamond drilling, and three dimensional modeling.





GPRD has initiated permitting with the BLM and the State of Nevada to drive an exploration drift on Adelaide to advance delineation drilling and metallurgical testing on the Margarite vein.The current plan is to develop underground workings to approximately 250 feet below surface of the Margarite pit floor to establish underground drilling platforms. These drill platforms will allow GPRD to further delineate the know mineralization and to continue testing the same structure down-dip, and also test parallel vein targets.





At Adelaide, gold mineralization is hosted within Tertiary banded epithermal quartz-chalcedony veins and vein stockworks within the Cambrian Preble Formation phyllites. Gold grades within the veins vary widely, but bonanza-grades have been encountered in previous drilling by Newmont and the current operator GPRD.





Tuscarora hosts numerous gold mineralized low-sulfidation, quartz-chalcedony-adularia veins and mineralized shear zones.  Gold bearing veins are hosted within Eocene intermediate volcanic and volcaniclastic rocks. Tuscarora has seen recent production from the Dexter Mine (1988-1991) where a small open pit gold deposit was exploited by Horizon Gold Shares. Only limited work is being conducted by GPRD on this property.





Sand Creek Uranium Joint Ventures, Wyoming





In August 2006, the Company entered into a Sand Creek Uranium Project Exploration, Development and Mine Operating Agreement (the “Sand Creek Agreement”) with Uranium One Exploration USA Inc, (“Uranium One”) to form the Sand Creek Joint Venture (the “Sand Creek JV”). The area of interest for the Sand Creek JV covers an area of approximately 92,000 acres, located east and south of Douglas, Wyoming. In June 2009, the Company entered into a Supplemental Agreement to the Sand Creek Agreement (the “Sand Creek Supplemental Agreement”). Under the Sand Creek Supplemental Agreement, Uranium One assumed the role of project manager and may spend up to $1.6 million before December 31, 2012 to increase its interest in the project from 30 percent to 51 percent. During 2010,
Uranium One spent approximately $0.2 million on Sand Creek JV activities. As a result, Uranium One’s equity interest in the Sand Creek JV increased to 35 percent while Atna’s interest decreased to 65 percent.


34


If Uranium One does not earn up to a 51 percent interest in the Sand Creek JV, then the Company will assume the role of operator in the project.  At termination or completion of the Sand Creek Supplemental Agreement, the Sand Creek Agreement will remain effective and the parties’ operating interests will be set in proportion to the amount of their respective expenditures.





The Sand Creek JV area was identified by the Company and its former joint venture partners during a uranium exploration program in the early 1980s. Drilling during 1981 and 1982 in the program area consisted of 88 drill holes for approximately 69,000 feet. Within the program area, uranium drill hole intercepts, as defined by down-hole gamma logging, identified the potential for multiple uranium roll front type uranium deposits. Uranium mineralization in the program area is hosted in the Chadron Formation, which is composed of sandstones, conglomerates, and red to green siltstones and claystones. The sandstones are lenticular in nature and average from five to 20 feet in thickness and occasionally range up to 45-feet thick.  All of the claims are underlain by the uranium host rocks of the Chadron
Formation.





In late 2006, a drill program began in the western portion of the Sand Creek JV area and 14 holes were completed totaling 10,395 feet, which clearly demonstrated the presence of “roll front” style uranium mineralization. A follow up drill program consisting of approximately 16 drill holes totaling 11,700 feet was completed in mid-2007. Three of the 16 holes intercepted significant grades. The drilling program consisted primarily of wide-spaced, reconnaissance style drilling with drill hole spacing of 500 to 1,000 feet.





During 2009, Uranium One, completed 24 drill holes to an average depth of 755 feet totaling 18,074 feet of drilling. Ten of the twenty-four holes drilled encountered encouraging uranium intercepts of greater than 0.25 percent U3O8 x feet thickness with a highlight of 6 feet at 0.11 percent U3O8.  The drilling program was designed to test the step-out and in-fill potential of the project’s roll front-style uranium mineralization. The Company does not control the timing of future drilling operations under the terms of the supplemental agreement.


35











Montana Mineral Rights





Atna owns approximately 0.9 million acres of mineral rights in western Montana.  The fee mineral rights underlie surface rights owned by other parties.  The lands and mineral rights are comprised primarily of lands assembled in the early 1900s by the former Anaconda Company for their timber and mineral potential.  The lands occur in thirteen counties in the mountainous terrain west of the Continental Divide, with most of the lands being located within 50 miles east and west of Missoula, extending to the Idaho State line, and within 60 miles west of Kalispell in north western Montana. The mineral rights contain many known occurrences of mineral commodities including gold, silver, copper, barite and phosphate. Approximately 860,000 acres of the total mineral rights package was placed
under contract for sale in 2008, but failed to close. In 2010, the Company recovered escrowed funds in 2010 totaling $0.25 million in connection with this contract.  The Company is in the process of subdividing this package for exploration joint venture or sale.


36





Blue Bird Prospect, Montana





The company owns a 100% interest in 87 unpatented mining claims (the “Blue Bird Prospect”) in the Granite County, Montana located approximately 40 road miles southwest of the town of Phillpsburg, Montana. The property adjacent to the Blue Bird Prospect, which is not controlled by the Company, is located on a sedimentary-hosted copper-silver occurrence similar to the copper-gold mineralization at the Troy, Rock Creek and Montanore deposits located to the northwest in Lincoln County, Montana. Copper-silver mineralization is strataform and hosted by units of the Bonner Formation of the Precambrian Belt Supper Group. Anaconda Corporation drill tested the Blue Bird Prospect in the late-1970s and early-1980s and more recently by General Minerals Corporation had an option on the property. Historic Anaconda
drill hole intercepts include 19 feet grading 1.93% copper and 0.88 oz/ton silver. The Company has not conducted any surface work on its claims but plans reconnaissance level sample and mapping in 2011.





Tram Prospect, Nevada





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





No work is anticipated at the Tram Prospect for the 2011 field season. The Company is planning to offer this property for joint venture.





Atlanta Prospect, Nevada





The Atlanta gold prospect (the “Atlanta Prospect”) is located in Lincoln County, Nevada. Atna has 135 unpatented federal lode claims covering possible strike and dip extensions of gold-silver mineralization centered at the Atlanta Prospect. The Atlanta Prospect produced approximately 147,000 ounces of gold and three million ounces of silver grading 0.08 oz/ton gold (2.7 g/t gold) and 1.6 oz/ton silver (55.9 g/t silver) between 1979 and 1985 via open pit methods. Gold-silver mineralization is epithermal in nature and is hosted along the margin of the Oligocene Indian Peak caldera principally within the young volcanic rocks. Mineralization is associated with hydrothermal breccias, moderate to strong silicification, banded to massive chalcedonic veining, and pervasive argillization of the hanging wall
volcaniclastics (intra-caldera fill). Surface geologic mapping and sampling at the Atlanta Prospect is planned for the 2011 field season.





Canadian Properties, Yukon and British Columbia





Atna holds mineral rights, and in one case patented mineral and surface rights, in four properties located in the Yukon and British Columbia. Two of the properties are volcanogenic base metal massive sulfide (“VMS”) targets; one property is a Sedex base metal and gold property and one property is a volcanic rock-hosted gold prospect.  Two of the properties have measured historic resources (non-NI 43-101 compliant), while the remaining two properties are at various stages of exploration. Since the 1997 field season, only a minimal amount of exploration work has been conducted on the properties as the Company shifted its primary interest to gold. Two properties with historic resources have seen a limited amount of core drilling while the other two properties remain undrilled. All of the
properties have been explored to some extent in the past by means of geochemical sampling, geological mapping, and various geophysical techniques. All of the four properties have significant potential and warrant continued exploration for the discovery and development of base and precious metals.





No work program is presently contemplated for these properties and the Company is currently offering these properties for sale or joint venture.


37





ROYALTY INTERESTS





In January 2010, Atna acquired a 1.5 percent NSR royalty pertaining to approximately four sections of land within the area of interest of Pinson. One of these sections contains gold resources previously announced by Atna.





In May 2010, the Company sold its remaining minor interest in the Celeste copper property (“Celeste”) in Chile. Pursuant to this sale, the company retained an uncapped 0.5% NSR royalty to commence on the fifth year following the onset of commercial production at Celeste.





In June 2010, Atna relinquished its remaining minor interest in the Ty VMS property joint venture in Yukon, Canada in exchange for an uncapped 1.0% NSR royalty interest.





In September 2008, the Company sold a portfolio of royalty interests for $20 million. The royalty package was comprised of four royalty interests; a sliding scale precious metal NSR royalty on the Wolverine Project located in the Yukon Territory, a three percent NSR royalty on portions of the McDonald gold property in Montana, and royalty interests on properties in the Dominican Republic and Argentina.




CLOSURE PROPERTY





Kendall, Montana





Kendall is located approximately 20 miles north of Lewistown, Montana, and is accessible by paved U.S. highway and graded dirt roads. Atna controls approximately 1,052 acres in 70 patented claims and fee land. Kendall was developed as an open-pit, heap-leach gold mine that operated from 1988 to its closure in 1995. Leaching of the remaining gold in the heap leach pads continued through early 1998. Kendall produced approximately 302,000 ounces of gold and approximately 136,000 ounces of silver from 1988 through 1998.  From 1998 to the present time, the Company has continued with closure activities, principally relating to collection, treatment and disposal of water contained in the process system and mine area, and re-vegetation of waste rock dump surfaces.





Kendall operated under permits issued by MDEQ and other regulatory agencies. The Company is negotiating details of final mine closure with the MDEQ and the MDEQ has approved portions of the closure plan related to re-contouring, re-vegetation, drainage and heap dewatering, but discussions concerning long-term water handling and final heap closure continue.





Kendall permit area covers approximately 1,040 acres of which approximately 448 acres are disturbed.  As of December 31, 2010, a total of 370 acres or approximately 83 percent of the disturbed mining area has been reclaimed. Contouring and placement of top soil on all disturbed areas, with the exception of the leach pad areas was substantially completed by end of 2008.  CR Kendall has approximately $2.4 million on deposit in an interest bearing account with the MDEQ for reclamation at Kendall.





In February 2002, the MDEQ issued a decision that a comprehensive EIS is needed to study final closure approval at Kendall. The MDEQ has never completed this EIS. In 2006, CR Kendall was given approval to commence leach pad capping operations and a bentonite enhanced basal layer has now been placed on all leach pads.  Atna’s estimate of the cost to achieve mine closure could be impacted by the outcome of an agency decision following an EIS.





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


38


ITEM 4A.
UNRESOLVED STAFF COMMENTS





Not applicable.





ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS





The following discussion of the results of operations of the Company for the last two years, should be read in conjunction with the consolidated financial statements of the Company included in Item 17 - Financial Statements.





The Company's consolidated financial statements are presented in U.S. Dollars and have been prepared in accordance with Canadian GAAP. Material differences between Canadian and U.S. GAAP, as applicable to the Company, are set forth in Note 23 to the consolidated financial statements of the Company included in Item 17 - Financial Statements.





U.S. GAAP Reconciliation with Canadian GAAP





Prior to 2008, there was one significant difference between Canadian GAAP and US GAAP, which was the accounting for mineral properties. Effective January 1, 2008, the Company changed its accounting policy for mineral properties from deferring exploration costs incurred during the exploration stage to expensing such costs in the year incurred.





Prior to May 2009, the Company issued options to US employees that were denominated in Canadian Dollars. According to the US GAAP guidance related to Share-Based Payments, those options would be classified as liabilities rather than as equity. As of December 31, 2010, the total liability related to this adjustment was $0.5 million and as of December 31, 2009 the total liability related to this adjustment was $0.7 million.





In 2009, a new statement was effective related to Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock, which provides guidance in determining whether or not derivative financial instruments are indexed to a company’s own stock. It was determined that the Company’s outstanding warrants and the US denominated notes payable would be recorded as a liability for US GAAP. As of December 31, 2010, the total liability related to this adjustment was nil due to the immaterial fair value of the derivatives.





In 2009, the Company capitalized $1.2 million of transaction costs related to the issuance of the Gold Bonds. Canadian GAAP records the transaction costs as a discount to the liability. US GAAP records the transaction costs as an asset. Both GAAPs amortize transaction costs to interest expense using the effective interest method. As of December 31, 2010, the amortized balance of gold bond transaction costs is $0.6 million, which is shown as a difference in assets and liabilities.




39




The impact of these differences on the summary consolidated financial disclosures for the consolidated balance sheet, consolidated statement of operations and consolidated cash flows is as follows:





As of December 31,

2010


2009


2008(a)  AssetsTotal assets - Canadian GAAP

$
80,120,900


$
79,857,300


$
67,411,600US GAAP adjustment - transaction costs


643,900



1,122,100



-Total assets - US GAAP

$
80,764,800


$
80,979,400


$
67,411,600(b)  LiabilitiesTotal liabilities - Canadian GAAP

$
26,069,500


$
25,819,900


$
8,137,000US GAAP adjustment - option/warrant/transaction costs


1,123,100



1,842,500



211,100Total liabilities - US GAAP

$
27,192,600


$
27,662,400


$
8,348,100(c)  Shareholders' equityTotal shareholders' equity - Canadian GAAP

$
54,051,400


$
54,037,400


$
59,274,600US GAAP adjustment - option/warrant liabilities


(479,200
)


(720,400
)


(211,100
)Total shareholders' equity - US GAAP

$
53,572,200


$
53,317,000


$
59,063,500
  For the Years Ended December 31,

2010


2009


2008(d) OperationsNet loss - Canadian GAAP

$
(8,796,800
)

$
(5,960,100
)

$
15,805,000US GAAP adjustment - net option/warrant expense


8,700



(351,500
)


285,500Net income (loss) under U.S. GAAP

$
(8,788,100
)

$
(6,311,600
)

$
16,090,500(e) Earnings per shareBasic and diluted income (loss) per share - Canadian GAAP

$
(0.10
)

$
(0.07
)

$
0.20US GAAP adjustment - net option/warrant expense


-



-



-Basic and diluted income (loss) per share - US GAAP

$
(0.10
)

$
(0.07
)

$
0.20(f) Cash flows from operating activitiesOperating activities - Canadian GAAP

$
(4,740,800
)

$
(9,578,500
)

$
(5,778,400
)US GAAP adjustment - net option/warrant expense


-



-



-Operating activities - US GAAP

$
(4,740,800
)

$
(9,578,500
)

$
(5,778,400
)(g) Cash flows from investing activitiesInvesting activities - Canadian GAAP

$
(2,000,200
)

$
(7,897,300
)

$
18,484,200US GAAP adjustment - none


-



-



-Investing activities - US GAAP

$
(2,000,200
)

$
(7,897,300
)

$
18,484,200(h) Cash flows from financing activitiesFinancing activities - Canadian GAAP

$
3,261,100


$
13,820,000


$
495,600US GAAP adjustment - none


-



-



-Financing activities - US GAAP

$
3,261,100


$
13,820,000


$
495,600





A.
Operating Results





The Company has financed its operations principally through the sale of assets, issuance of debt and equity securities. The Company successfully restarted Briggs during 2009, and its gold production is currently the Company’s primary source of revenue. The Company is in the first phase of developing Reward as a second source of gold production and revenue. The long-term success of the Company depends on the Company continuing to be able to place into production its portfolio of advanced stage exploration/development properties or by discovering or acquiring additional advanced-stage properties with the potential to generate profit and cash flow.





40


The price of gold is denominated in U.S. Dollars, and our current gold production operations and significant properties are located primarily in the US. The Company owns foreign mineral rights primarily in the form of royalties which may create foreign currency exposure in the future when, and if, these foreign properties are placed in production. As of July 1, 2009, the Company changed its reporting currency from Canadian Dollars to U.S. Dollars to better match the Company’s primary exposure to the U.S. Dollar. Most of the Company’s current ongoing expenses, revenues and assets are denominated in U.S. Dollars and that is expected to continue in the foreseeable future.





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





Any new open pit developments on our properties outside the existing Briggs plan of operations area may be required to comply with the Backfill Regulation. However, certain California statutes and regulations recognizes that under certain circumstances existing permit areas may be extended to incorporate mining locations necessary for the continued operation or expansion of the existing operation without the backfilling requirement.





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





The cost of fuel to run machinery and generate electricity is closely correlated to the price of oil. Over the past two years the price of oil has risen significantly and has increased the operating cost of mines dependant on fuel and oil to run their business. Continued upward price pressures in operating costs may cause lower operating cash flows than expected which would have an adverse impact. The Company periodically enters into forward purchase agreements for diesel fuel in order to reduce price risk for a portion of its usage.





Results of Operations – Year Ended December 31, 2010 versus Year Ended December 31, 2009





For the year ended December 31, 2010, Atna recorded net loss of $8.8 million, or basic loss per share of $0.10, on revenues of $30.6 million. This compares to net loss of $6.0 million, or a basic loss per share of $0.07, on revenues of $8.7million for the year ended December 31, 2009. Details of the $2.8million total negative variances in the results between the years were as follows:





·
A negative variance of $2.6 million in realized and unrealized losses on derivatives were due to the $318 per ounce increase in the gold price, partially offset by call option deliveries


·
A negative variance of $2.2million in interest income and expense due to lower cash balances and higher debt balances


·
A positive variance of $1.3 million due to profit on gold sales


·
A positive variance of $0.5 million due to a reduction in asset retirement costs


·
A positive variance of $0.4 million in exploration


·
A negative variance of $0.2million in general and administrative expenses due primarily to legal fees in support of an insurance claim recovery





As of December 31, 2010, cash and cash equivalents were $9.6 million a decrease of $3.5 million from December 31, 2009. The net decrease in cash was due primarily to the following:





·
$8.3 million was provided by equity offerings


·
$5.9 million was provided by net profit from gold sales


·
$5.5 million was used to pay principal and interest for the Gold Bonds




41




·
$4.3 million was used to build additional gold inventory


·
$3.1 million was used for corporate overhead


·
$1.9 million was used to pay principal and interest for the capitalized leases and notes payable


·
$1.6 million was used for capital projects at Briggs


·
$1.1 million was used for exploration


·
$1.0 million was used to increase restricted cash primarily for the Phase 1 Reward bond


·
$0.6 million was provided by asset sales


·
$0.2 million was provided by working capital changes





Revenues for 2011 are expected to range between $45 million to $55 million, based on expected gold production of between 35,000 and 39,000 and average gold prices of between $1,300 and $1,400. Gold production and sales during 2010 amounted to 25,000 ounces and 25,200ounces. Gold price realizations averaged $1,211 for 2010 including hedging impacts of gold option positions.





Although the Company has significant potential future tax assets in the form of operating loss carryforwards, its ability to generate future taxable income to realize the benefit of these assets will depend primarily on bringing new mines into production. As commodity prices, capital, legal, and environmental uncertainties associated with that growth requirement are considerable, the Company has applied some of its future tax assets related to the expected taxable income at Briggs and Reward to the future tax liabilities that were generated as a result of the merger of the Canyon Merger. The Company continues to apply a significant valuation allowance to its other future tax assets not related to the merger. Changes in the valuation allowance are primarily due to changes in operating loss carryforwards and other
temporary differences. The net loss carryforwards will expire from 2011 through 2030. As a result of the merger, the Company’s utilization of Canyon’s operating loss carryforwards will be substantially restricted under section 382 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) due to the change in ownership.





Results of Operations – Year Ended December 31, 2009 versus Year Ended December 31, 2008





For the year ended December 31, 2009, Atna recorded net loss of $6.0 million, or basic loss per share of $0.07, on revenues of $8.7 million. This compares to net income of $15.8 million, or a basic income per share of $0.20, on revenues of $0.2 million for the year ended December 31, 2008. Details of the $21.8 million total negative variances in the results between the years were as follows:





·
A negative variance of $19.6 million in gain on asset disposals due to last year’s sale of royalties.


·
A negative variance of $0.4 million related to a negative gross profit on gold sales during 2009.


·
A positive variance of $0.7 million in general and administrative expenses was due primarily to decreased expenses related to merger related costs incurred during the first half of 2008 and post merger employee cost reductions.


·
A negative variance of $0.9 million related to increased exploration expense due to spending at the Cecil R, Briggs, Columbia and Pinson.


·
A positive variance of $1.2 million due to a lower revision to final site restoration costs in 2009.


·
A positive variance of $0.5 million due to no property write-downs during 2009.


·
A negative variance of $0.8 million in interest income and expense due to lower cash balances and higher debt balances.


·
A positive variance of $0.4 million due to no write downs of marketable securities during 2009.


·
A negative variance of $3.0 million due to no income tax benefits recorded in 2009.





At December 31, 2009, cash and cash equivalents totaled $13.1 million, which represented a net decrease of $3.6 million during the year. Net cash used in operating activities was $9.6 million and resulted from primarily the net loss from operations and cash used to build gold inventory-in-process. Net cash used in investing activities of $7.8 million was primarily due to purchases of property, plant and equipment at Briggs partially offset by proceeds from sales of assets. Net cash provided by financing activities of $13.8 million included $13.6 million net proceeds from the issuance of the Gold Bonds and $1.4 million of proceeds from the issuance of debentures partially offset by $1.1 million of payments on capital leases.





42


B.
Liquidity and Capital Resources





Atna expects that basic cash requirements over the next 12 months can be funded through a combination of existing cash, cash flow from the Briggs operation, short-term investments, debt, asset sales and, equity issuances. In December 2010, the Company raised approximately C$8.4 million of net proceeds through sale of equity. In September 2010 the Company extended C$1.3 million of convertible debentures for one year. In December 2009, the Company closed the Gold Bond Financing.





Gold production from Briggs was 25,000 ounces for 2010 and 11,200 ounces for 2009. Gold production is expected to range from 35,000 to 39,000 during 2011. Briggs 2011 gold production average cash cost is estimated to be $750 to $820 per ounce. Projected cash costs have increased from prior expectations due to an increase in fuel cost, the primary consumable at Briggs and general inflation of the other primary consumables. Briggs is expected to produce gold through the year 2016 based upon the current mine plan, which was determined using a gold price of $1,025 per ounce. Briggs is expected to generate positive cash flows during 2011 based on current gold prices, expected cash cost and production levels.





All outstanding gold option hedge contracts for Briggs were closed out in 2010. The only remaining gold sales commitments are related to the Gold Bond financing, which has committed approximately 3,257 ounces per year at a price of $1,113 per ounce. The Gold Bond is amortized by delivering 814.25 ounces per quarter over the remaining three years of such facility. The hedge position represents less than 10 percent of the expected production during 2011.




Atna continually evaluates business opportunities such as joint ventures, mergers and/or acquisitions with the objective of increasing share value by creating additional cash flow both to sustain us and to provide future sources of funds for growth. While the Company expects that the future cash flows from Briggs will help to finance its continuing activities, there are no assurances of success in this regard. To implement the Company’s future goals of developing its other mining properties, additional sources of funds will be required. Expected sources of funds include cash flow from Briggs, debt markets, equity markets, joint ventures and asset sales. If Briggs fails to generate enough cash to implement management’s development plans and the debt and equity markets lack liquidity, the
Company’s ability to expand and sustain future cash flows could be delayed or adversely impacted.





Financing Transactions





A roll forward of the Company’s beginning and ending common shares outstanding as of December 31, 2010 is as follows:





Number ofSharesBalance, beginning of the period


83,291,133Option exercises


247,724Conversions of notes payable


111,111Equity offering


15,352,500Balance, end of the period


99,002,468





Equity Issuance: On December 2, 2010, the Company closed a short form prospectus financing and issued a total of 15.4 million common shares for gross proceeds of C$9.2 million. In addition, there were a total of 8.7 million warrants issued with an exercise price of C$0.70 and a two year term.





During 2010, there were 0.2 million common shares issued related to the exercise of 0.3 million of stock options that resulted in net cash proceeds to the Company of $0.1 million. During 2010, the Company issued 0.1 million shares related to the conversion of C$0.1 million of debenture notes payable. During 2008, there were 0.9 million common shares issued for the exercise of stock options that resulted in cash proceeds to the Company of $0.6 million.





In June 2008, the Company acquired certain additional mining claims at Columbia in order to consolidate the land package containing the known body of mineralization. The acquisition cost totaled $1.0 million, which consisted of 0.6 million shares valued at $0.5 million and $0.5 million in cash.





43


On March 18, 2008, the Company completed the Canyon Merger. Atna acquired all of Canyon’s issued and outstanding common shares, warrants, and debentures. As a result of the Canyon Merger, Atna’s issued and outstanding common shares increased by approximately 17.1 million and share capital increased by $29.8 million. Canyon is now a wholly-owned US subsidiary of Atna.





Notes Payable: As of December 31, 2010, there was $1.3 million of 12 percent debentures outstanding in current liabilities. The debentures are convertible until September 18, 2011, to common shares at any time at a conversion rate of C$0.50 per common share for a total of 2.6 million underlying common shares. The debentures are currently callable by the Company at anytime without penalty.





On March 10, 2011, the Company called the remaining C$1.3 million of outstanding debentures. On the cancellation date C$1.0 million of the debentures were converted into 2.0 million common shares and the remaining C$0.3 debenture was repaid.





As of December 31, 2010, there was $0.8 million of six percent debentures outstanding in current liabilities. These debentures were repaid in cash on their due date of March 1, 2011.





Gold Bonds Payable: On December 9, 2009, the Company closed the Gold Bond Financing. The Gold Bonds mature quarterly in equal installments through December 31, 2013, and bear interest at a rate of 10 percent. The Gold Bonds will be redeemed in sixteen quarterly installments equivalent to the market value of approximately 814 ounces of gold per quarter based on a closing gold price approximately ten trading days prior to the end of each quarter paid in cash. The Gold Bond Financing facility limits the Company’s hedge position to 50 percent of the future estimated consolidated gold production and required the Company to provide a negative pledge to prevent further indebtedness at Briggs, subject to approved exceptions.





The Company recorded an initial discount on the Gold Bonds of $1.8 million. The discount was comprised of $1.1 million of transaction costs and the $0.7 million initial fair value of the embedded derivative. The discount is amortized using the effective interest method and the amount included in interest expense was $0.8 in 2010 and $0.1 million in 2009.





The embedded derivative has been separated from the Gold Bonds and is the result of the Gold Bonds being amortized by the Company delivering 13,028 ounces of gold over 16 equal quarterly payments. The fair value of the embedded derivative fluctuates with changes in the price of gold and changes in the forward price of gold. The initial fair value of the embedded derivative was discounted at the Company’s assumed borrowing rate of 12 percent. The change in fair value of the embedded derivative was a loss of $2.4 million during 2010 and a gain of $0.6 million during 2009, which was recorded in the consolidated statements of operations in unrealized (loss) gain on derivatives. There were no unrealized gains or losses related to the Gold Bonds during 2008. Realized losses related to the quarterly payments
during 2010 resulted in a loss of $0.5 million, which was recorded in the consolidated statements of operations in realized losses on derivatives. There were no realized losses in 2009 or 2008.





Total interest expense recorded in connection with the Gold Bonds was $2.1 million and $0.1 million for the years ended 2010 and 2009, none of which was capitalized. Future gold bond principal payments will be $3.6 million, $3.6 million and $3.6 million for the years ended 2011, 2012, and 2013.





Investing Transactions





Asset Sales: During 2010, the Company sold $0.5 million in equity investments and mining equipment. During 2009, the Company sold $0.8 million in equity investments and mining equipment. In September 2008, the Company sold its portfolio of royalty interests for $20 million. The sale of the royalties resulted in a gain of approximately $19.8 million. During 2008, the Company sold $6.8 million of investments available-for-sale.





44





Capital Expenditures:Capital expenditures for 2010 totaled $1.6 million and were due primarily to the capitalization of mining equipment leases at Briggs. Capital expenditures for 2009 netted $8.6 million and were due primarily to the capitalization of development costs and mining equipment leases at Briggs. Capital expenditures for 2008 totaled $8.2 million and were due primarily to the capitalization of development costs at Briggs.





The projected capital requirements for 2011 to sustain Briggs operations are expected to be approximately $4.3 million primarily for the leach pad expansion cost and ancillary facilities. Briggs development drilling during 2011 is expected to be $1.4 million. During 2011, Reward is expected to incur development drilling and infrastructure spending of approximately $2.6 million. Additional capital spending will be required for facilities construction and pre-stripping of waste at Reward. This spending will be subject to availability of free cash flow from Briggs and financing from other sources.





Outstanding Warrants





The following is a summary of the outstanding warrants and weighted averages as of December 31, 2010:





UnderlyingExpiration Date

ExercisePrice

SharesMay 25, 2011

USD$2.20


1,782,888December 2, 2012

CAD$0.70


8,674,16210,457,050





During 2010, one warrant holder voluntarily cancelled 0.7 million warrants, each with an exercise price of $2.20. There were no warrant exercises during 2008 through 2010.





Surety Bonds





Briggs operates under permits granted by various agencies including the BLM, Inyo County, California, the California Department of Conservation, and Lahontan. The Company has posted cash and reclamation bonds with these agencies in the amount of $4.4 million of which $4.2 million are reclamation bonds supported by a surety. All surety bonds are subject to annual review and adjustment.


Total bonding requirement for the Reward project was determined to be $5.9 million. The initial bond of $0.9 million has been posted. Initial development includes the installation of a tortoise and exclusion fencing, site road improvements, in-fill drilling, water wells and related pipelines, other earthwork and installation of power lines and facilities. In July 2010, the Company funded $0.7 million into a collateral account related to the Phase 1 surety bond.  All surety bonds are subject to annual review and adjustment.





C.
Research and Development, Patents and Licenses, etc.





As the Company is a mineral exploration company with no research and development, the information required by this section is not applicable.





45





D.
Trend Information





2010


2009


Percent Increase

(Decrease)Revenues

$
30,606,900


$
8,689,200



252Operating loss

$
4,071,900


$
6,047,400



(33
)Net loss

$
8,796,800


$
5,960,100



48Tons mined


10,213,500



4,587,600



123Gold ounces mined


38,000



24,200



57Gold ounces produced


25,000



11,200



123Gold ounces sold


25,200



10,900



131Cash cost of production

$
948


$
908



4Gold price realized

$
1,211


$
962



26





The Company had a full year of production during 2010 compared to six months of commercial production during 2009. Briggs had operating cash flow of $1.0 million during 2010. Gold production from Briggs totalled 25,000 ounces in 2010, and is expected to range between 35,000 and 39,000 ounces in 2011.





The Company’s financial success will be dependent upon its ability to generate sufficient levels of cash flow from Briggs to support the debt service and corporate overhead during 2011. The completion of the Phase 2 development of Reward is dependent on securing adequate financing at reasonable terms and conditions. During 2011, the Company has allocated funds to complete the Phase 1 development work at Reward and complete an infill drilling program that could increase reserves and mine life. The market value of the Company’s assets is largely dependent upon factors beyond the Company’s control such as precious metal prices, availability of financing at reasonable terms and many other factors.





The cost for diesel fuel continues to fluctuate with the market price of oil. Diesel fuel is and will continue to be a significant operating and reclamation expense. The Company expects continued high fuel costs, increased hiring costs, and the cost of retaining qualified mining personnel to have an impact on continuing operations in the future.





E.           Off-Balance Sheet Arrangements





As of December 31, 2010, the Company had no outstanding off-balance sheet arrangements.





F.           Tabular Disclosure of Contractual Obligations





The Company’s material contractual obligations as of December 31, 2010:





Payments due by PeriodLess than








More thanTotal


1-year


1-3 years


4-5 years


5-yearsLong term debt obligations

$
16,115,700


$
6,459,100


$
9,656,600


$
-


$
-Capital lease obligations


896,900



247,700



451,600



197,600



-Operating lease obligations


551,300



97,400



291,800



162,100



-Asset retirement obligations


6,364,100



735,500



2,021,100



3,103,400



504,100Total

$
23,928,000


$
7,539,700


$
12,421,100


$
3,463,100


$
504,100




46




ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





A.
Directors and Senior Management





Names municipalities of residence, offices and principal occupations of the members of the board of directors of the Company (the “Board”) and senior executives of the Company are as follows:





Name and

Municipality of

Residence

Office held with

the Company

Director or

Officer since

Other Principal

Directorships

Principal

OccupationDavid H. Watkins

British Columbia,

Canada

Chairman

March 2000

Euro Ressources S.A.;

Commander Resources Ltd.; Golden Minerals Company; Camino Minerals Corp.;

Prodigy Gold Inc.;

Valley High Ventures Ltd.

NoneJames K.B. Hesketh

Colorado, United States

President, Chief Executive Officer and Director

September 2001

None

NoneGlen D. Dickson(1 ,2)

British Columbia, Canada

Director

December 2002

Gold-Ore Resources Ltd.;  Brazilian Gold Corp.

Chairman and CEO of Gold-Ore Resources Ltd.David K. Fagin(1, 2)

Colorado, United States

Director

March 2008

Pacific Rim Mining Ltd.; Golden Star Resources Ltd.

InvestorRonald D. Parker(1, 2)

Missouri, United States

Director

March 2008

None

Chief Executive Officer of Gammill Inc.Christopher E. Herald

(1, 2)Colorado, United States

Director

August 2009

Solitario Exploration and Royalty Corp., Denver Gold Group

Chief Executive Officer of Solitario Exploration and Royalty Corp.William R. Stanley

Arizona, United States

Vice President – Exploration

January 2004

None

NoneDavid P. Suleski

Colorado, United States

Vice-President and Chief Financial Officer

March 2008

None

None





(1)  Member of the Audit Committee.


(2) Member of the Compensation Committee.





Each director shall, unless he resigns or his office becomes vacant for any reason, hold office until the close of the next annual meeting of shareholders or until his successor is elected or appointed.





There are no family relationships between any of the directors and officers of Atna.





There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management.





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





David H. Watkins,66, was appointed Executive Chairman in January 2009 and became Chairman July 1, 2010. Mr. Watkins has over 40 years experience in exploration, development, and mining operations.  During the early part of his career, he served as exploration geologist for Newmont and Noranda. He later joined Falconbridge Copper Ltd. as an Exploration Geologist and rose to Chief Geologist responsible for exploration in Quebec and mine operations at Lake Dufault and Opemiska. Mr. Watkins was appointed Vice President, Exploration in 1986 and later became President of Minnova Inc., the successor company to Falconbridge Copper. Mr. Watkins served as President of Cyprus
Exploration and Development Corporation and Senior Vice President, Exploration for Cyprus Amax Minerals Company for six years prior to joining Atna in 1999. Mr. Watkins served as President and CEO of Atna from 1999 to 2008.





47


James K. B. Hesketh,53, became President and Chief Executive Officer in January 2009. Mr. Hesketh has a diverse career in the mining industry, with over 30 years in positions covering mining finance, corporate business development, mine operations, mine engineering and consulting with companies including NM Rothschild & Sons (Denver) Inc., Cyprus Amax Minerals Company, Pincock, Allen & Holt, Inc., and Dresser Industries. Prior to Mr. Hesketh's current role, he was President and CEO of Canyon and served as a Director of Atna.





Glen D. Dickson,61, has been a Director of the Company since 2002.  Mr. Dickson obtained his B.Sc. (Advanced) degree in Geology in 1974 and has been involved in mineral exploration continuously since then with a variety of Canadian major and junior exploration companies. Mr. Dickson served as Senior Geologist with Asamera Minerals Inc. from 1987 to 1992, and later served as President and Chief Executive Officer of Cumberland Resources Ltd from 1993 through 2002.  Mr. Dickson is currently the Chief Executive Officer of Gold-Ore Resources Ltd.





Ronald D. Parker,60, was appointed a director of the Company on March 18, 2008. Mr. Parker was a former Director of Canyon. He joined the Board through the Canyon Merger. Mr. Parker currently serves as President and CEO of Gammill Inc, a manufacturing company. From 1998 to 2002, he served as President and CEO of Apollo Gold Inc. Mr. Parker has held several positions with Homestake Mining Company and its subsidiaries including Vice President of Homestake Mining Company, President of Homestake Canada, Inc., President of Prime Resources Group, Inc. and General Manager of the McLaughlin Mine.





David K. Fagin, 72, was appointed a Director of the Company on March 18, 2008. Mr. Fagin was a former Director of Canyon. From 1992 to 1996, he served as Chairman and CEO of Golden Star Resources Ltd. and then as non-executive Chairman for an additional two years. From 1997 to 2000, he served as Chairman and CEO of Western Exploration and Development Ltd., and later as consultant and Corporate Director. Mr. Fagin has served as President and Director of Homestake Mining Company, Rosario Resources Corporation, and as Vice President of AMAX Inc. He is currently Director of Pacific Rim Mining Ltd. and Golden Star Resources Ltd., both publicly held mining companies.





Christopher E. Herald,57, joined the Board in August 2009. He has over 30 years of experience in the mining industry and has been President & CEO and a Director of Solitario Exploration and Royalty Corporation since 1992. Mr. Herald also serves as Chairman of the Denver Gold Group, a non-profit mining industry association recognized for organizing the preeminent North American, European and Asian gold precious metal forums for institutional investors. He was instrumental in discovering the 1.5 million ounce high-grade Buckhorn Mountain Gold deposit for Crown Resources and its subsequent sale to Kinross Gold for approximately $240 million in 2006. Chris was also responsible for
the initial exploration successes of the 1.5 million ounce Kettle River open pit and underground deposits. During his career, he has held various positions in Anaconda Minerals, Echo Bay Mines and Crown Resources.





William R. Stanley,55, was appointedVice President of Exploration in 2004.  Mr. Stanley has over 30 years experience as a mineral exploration geologist.  While the vast majority of Mr. Stanley’s exploration experience is in the Western United States, he has also developed and led international exploration efforts in Mexico, Chile, and New Zealand.  Mr. Stanley holds a Bachelor of Science degree in Geology, from Central Washington University, a Master of Business Administration from Arizona State University. Prior to joining Atna, Mr. Stanley was an independent mining consultant providing services
to both major and junior exploration firms. He has held positions with Cyprus Amax as the U.S. Exploration Manager, and Homestake Mining Company as Senior Exploration Geologist where he was responsible for several gold deposit discoveries, two of which were placed into production.





David P. Suleski,50, was appointed Vice President, Chief Financial Officer and Corporate Secretary of the Company in March 2008.  Prior to that Mr. Suleski served as Vice President, Chief Financial Officer, Treasurer and Corporate Secretary of Canyon since 2006.  Mr. Suleski is currently responsible for the Company’s internal and external financial reporting, risk management, treasury, Corporate Secretary, human resources functions for the Company.  Mr. Suleski has held various controller, assistant controller and treasurer positions with Golden Star Resources, Apex Silver Mines and Cyprus Amax.  Other related business experience includes NM Rothschild &
Sons and PricewaterhouseCoopers.




48




(B)
Compensation





Name and principal position

(a)

Year

(b)

Fee or

Salary

($)

(c)


Option-

based

awards

($)

(3)

(e)


Non-equity

incentive

plan

compensation

Annual

incentive

plans

($)

(3)

(f1)


Total

compensation

($)

(i)Glen D. Dickson

2010


21,500



27,720


nil



49,220David K. Fagin

2010


31,750



27,720


nil



59,470Ronald D. Parker

2010


24,000



27,720


nil



51,720Christopher E. Herald

2010


25,500



27,720


nil



53,220John Theobald (1)

2010


14,000



-


nil



14,000David H. Watkins – Chairman of the Board (2)

2010


68,855



27,720


nil



96,575James K. B. Hesketh – President, Chief Executive Officer

2010


236,000



92,400



30,000



358,400David P. Suleski – Vice President, Chief Financial Officer

2010


147,000



46,200



15,000



208,200William R. Stanley  – Vice President, Exploration

2010


138,138



46,200



15,000



199,338





(1)
Mr. Theobald resigned on August 5, 2010.


(2)
Mr. Watkins resigned as Executive Chairman on June 30, 2010 and assumed the role of Chairman.


(3)
Dollar amounts provided for option-based awards reflect fair value on the date of grant and Dollar amounts for annual incentive plans, both are determined with reference to Compensation Discussion and Analysis below.





The foregoing table and accompanying notes set forth all compensation paid by the Company to its directors and senior management for the positions held as of the fiscal year ended December 31, 2010:





No part of this compensation was paid pursuant to a profit sharing plan. There were no amounts set aside for a pension, retirement or similar benefits plans for any director or officer.





49





C.           Board Practices





Election of Directors





Directors of the Company are elected at the annual general meeting to hold office until the next general meeting or until that person ceases to be a Director before then.





Termination of Employment, Change in Responsibilities and Employment Contracts





The following summary of the Employment Agreements of Mr. Hesketh, Mr. Suleski and Mr. Stanley (“Executives”). The Employment Agreements will terminate annually on December 31, unless sooner terminated in accordance with the provisions of the agreement, and may be renewed for periods of one year at a time thereafter. If Atna terminates the employment of the employee without cause, or the employee terminates employment for good reason (as defined in the agreement), then the employee will be entitled to: (i) accrued compensation including a pro rata bonus as defined in the agreement, (ii) a severance payment equal to one month of the employee’s annual salary for each year of service up to a maximum of twelve months; or if the termination by the Company without cause or by the Executive for Good
Reason occurs upon or within ninety days after a Change of Control as defined in the agreement, then the severance payment shall be equal to twenty four months of the Executive’s annual salary, (iii) the Executive is eligible to receive COBRA continuation coverage paid by the Company for a period of up to twelve months, and (iv) subject to the terms of the agreement, all equity awards shall vest. Atna is also obligated to pay a tax gross-up payment to cover certain excise tax imposed by Section 4999 of the Code which may be incurred in connection with a severance payment.





The Employment Agreement contains a covenant not to compete with the company during the term of employment and for a period of one year following termination of employment, including recruitment of any employee away from Atna.





Salary payments related to the above agreements are based on the current salary at the time of the event. The pro rata bonus payment is based on the average payments received from the previous two years. The option-based payment is based on the fair value of options received in the previous year. Assuming that an event triggered a contractual payment during 2010 the following estimated maximum payments would be required assuming a half year bonus payment:





Executive Name and Title

Maximum

Employment

Contract PaymentsJames K.B. Hesketh, President and Chief Executive Officer

$
545,000David P. Suleski, Vice President and Chief Financial Officer

$
332,000William R. Stanley, Vice President of Exploration

$
314,000





Description of Board Committees





The Board has established two full-time committees, an audit committee (the “Audit Committee”) and a compensation committee (the “Compensation Committee”). These committees are comprised entirely of independent non-related directors. The Board has adopted a charter with respect to its Audit and Compensation Committees and a Code of Ethics for Officers, as more fully set forth below:





50





Audit Committee Charter





Purpose





The Committee serves as the representative of the Board for the general oversight of the Company’s affairs relating to:





·
the internal controls and management information systems of the Company;


·
the quality and integrity of the Company’s consolidated financial statements;


·
the Company’s compliance with legal and regulatory requirements;


·
the auditor’s qualifications and independence; and


·
the performance of the Company’s internal audit function and auditors.





Through its activities, the Committee facilitates open communication among directors, auditors and management by meeting in private sessions regularly with these parties.





The Committee also provides oversight regarding significant financial matters, including borrowing, currency exposure, dividends, share issuance and repurchases, and the financial aspects of the Company’s benefit plans.





Audit Committee Membership





The Audit Committee shall consist of at least three directors.  Each member of the Audit Committee shall meet the listing standards relating to independence of the Toronto Stock Exchange (the “TSX”) 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 following members of the Audit Committee shall be appointed and replaced by the Board.





Mr. Fagin (Chairman)


Mr. Parker


Mr. Dickson


Mr. Herald





Meetings and Procedures





The Audit Committee shall convene at least four times a year.





It shall endeavor to determine that auditing procedures and controls are adequate to safeguard Company assets and to assess compliance with Company policies and legal requirements.





Responsibilities





The Audit Committee shall:





1.
Have the sole authority to select, compensate, oversee, evaluate and, where appropriate, replace the auditor.


2.
Annually review the management arrangements for the Company.


3.
Annually review and approve the proposed scope of each fiscal year’s internal and outside audit at the beginning of each new fiscal year.


4.
Review and approve any audit and non-audit services and fees to be provided by the Company’s auditor.


5.
At or shortly after the end of each fiscal year, review with the auditor and management, the audited consolidated financial statements and related opinion and costs of the audit of that year.


6.
Review funding and investment policies, implementation of funding policies and investment performance of the Company’s benefit plans.


7.
Provide any recommendations, certifications and reports that may be required by the Exchange or applicable regulatory authorities including the report of the Audit Committee that must be included in the Company’s annual proxy statement.


8.
Review and discuss the annual audited consolidated financial statements and quarterly consolidated financial statements with management and the auditor.




51




9.
Have the authority to engage independent counsel and other advisers as it determines necessary to carry out 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.


10.
Discuss with management and the auditor the Company’s policies with respect to risk assessment and risk management.


11.
Meet separately, periodically, with management and the auditor.


12.
In consultation with the auditor and management, review the integrity of the Company’s financial reporting process.


13.
Review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the consolidated financial statements of the Company.


14.
Review with the auditor:


(a)           any audit problems or other difficulties encountered by the auditor in the course of the audit process, including any restrictions on the scope of the auditor’s activities or on access to requested information, and any significant disagreements with management; and


(b)
management’s responses to such matters.


15.
Review and discuss with the auditor the responsibility, budget and staffing of the Company’s internal audit function.


16.
Report regularly to the Board. Such report to the Board may take the form of an oral report by the Chairman or any other member of the Audit Committee designated by the Audit Committee to make such report.


17.
Perform a review and evaluation, at least annually, of the performance of the Audit committee. In addition, the Audit Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Audit Committee considers necessary or valuable. The Audit Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.





Compensation Committee Charter





Purpose





The Compensation Committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation to the Company’s executive. The Compensation Committee has overall responsibility for approving and evaluation the management, the compensation plans, policies and programs of the Company. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.





Compensation Committee Membership





The Compensation Committee shall consist of no fewer than three members, each of whom shall be a director of the Company. Each member of the Compensation Committee shall meet the listing standards relating to independence of the TSX 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 following members of the Compensation Committee shall be appointed and replaced by the Board.





Mr. Dickson (Chairman)


Mr. Parker


Mr. Fagin


Mr. Herald





Committee Authority and Responsibilities





1.
The Compensation Committee shall annually review and approve corporate goals and objectives relevant to compensation, evaluate management’s performance in light of those goals and objectives, and determine management’s compensation levels based on this evaluation. In determining the long-term incentive component of management compensation, the Compensation Committee will consider the Company’s performance and relative shareholder return, the value of similar incentive awards to management at comparable companies, the awards given to management in past years, and other factors it deems appropriate.




52




2.
The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of management compensation and shall have sole authority to approve the consultant’s fees and other retention terms, all at the Company’s expense.





3.
The Compensation Committee shall annually review and determine the compensation of management, including incentive-compensation plans and equity-based plans.





4.
The Compensation Committee shall annually review and approve, for management of the Company:





(a)
the annual base salary level;


(b)
the annual incentive opportunity level;


(c)
the long-term incentive opportunity level;


(d)
the terms of any employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate; and


(e)
any special or supplemental benefits.





5.
The terms of any employment agreements or contracts, including those for new hire, temporary employees or consultants, should be reviewed and approved by the Compensation Committee.





6.
The Compensation Committee may form and delegate authority to subcommittees, when appropriate.





7.
The Compensation Committee shall make regular reports to the Board.





8.
The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually evaluate its own performance.





9.
The Compensation Committee, and each member of the Compensation Committee in his or her capacity as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by:





(a)
officers and other employees of the Company, whom such member believes to be reliable and competent in the matters presented; and


(b)
counsel, public accountants or other persons as to matters, which the member believes to be within the professional competence of such person.





D.           Employees





As of December 31, 2010, the Company had approximately 127 full-time and part-time employees. The following table provides information on the activity and geographical location of the Company’s employees and contractors:





Activity

Geographical

Location

Number of Employees

Average Number

of ContractorsCorporate headquarters

Colorado USA

9

1Briggs

California USA

113

5Reward

Nevada USA

1

-Kendall

Montana USA

4

-





53





E.
Share Ownership





The following table sets forth the share ownership of those persons listed in subsection 6.B above and includes details of all options to purchase common shares of the Company held by such persons at March 15, 2011:


Name

# of Common

Shares Held


Number of Stock

Options


Exercise Price

Canadian Dollars$

Expiry DateGlen D. Dickson


238,000



150,000
(1)


0.45

Dec 17/2013120,000
(3)


0.71

Dec 17/2014120,000
(3)


0.60

Dec 13/2015David K. Fagin


31,754



64,000
(2)


1.32

Mar 18/2012150,000
(1)


0.45

Dec 17/2013120,000
(3)


0.71

Dec 17/2014120,000
(3)


0.60

Dec 13/2015Ronald D. Parker


20,426



64,000
(2)


1.32

Mar 18/2012150,000
(1)


0.45

Dec 17/2013120,000
(3)


0.71

Dec 17/2014120,000
(3)


0.60

Dec 13/2015Christopher E. Herald

nil



100,000



0.71

Aug 6/2014120,000
(3)


0.71

Dec 17/2014120,000
(3)


0.60

Dec 13/2015David H. Watkins


1,174,880



400,000
(1)


0.45

Dec 17/2013120,000
(3)


0.71

Dec 17/2014120,000
(3)


0.60

Dec 13/2015James K.B. Hesketh


177,400



196,800
(2)


1.32

Mar 18/2012400,000
(1)


0.45

Dec 17/2013400,000
(3)


0.71

Dec 17/2014400,000
(3)


0.60

Dec 13/2015David P. Suleski


204,649



118,400
(2)


1.32

Mar 18/201250,000
(1)


0.45

Dec 17/2013200,000
(3)


0.71

Dec 17/2014200,000
(3)


0.60

Dec 13/2015William R. Stanley


285,000



200,000
(1)


0.45

Dec 17/2013200,000
(3)


0.71

Dec 17/2014200,000
(3)


0.60

Dec 13/2015


(1)
This option grant is fully vested.


(2)
These options were granted at the consummation of the Canyon Merger to replace outstanding Canyon options and are fully vested.


(3)
These option grants vest 1/3 on the grant date and 1/3 each year over the next two anniversary dates.





54





Incentive Stock Options Plan





In 2007, the Company adopted an incentive stock option plan pursuant to the policies of the TSX with the approval of the Company’s shareholders, which plan was amended in 2009 (as amended the “Option Plan”). A copy of the Option Plan, is available upon request from the Corporate Secretary of the Company, 14142 Denver West Parkway - Suite 250, Golden, Colorado, 80401. Key provisions of the Option Plan include:





·
persons who are eligible to receive options pursuant to the Option Plan are directors, officers and employees of the Company and its subsidiaries and others providing management or consulting services to the Company or an entity controlled by the Company;





·
a restriction that the maximum number of common shares issuable pursuant to options granted under the Option Plan will be a number equal to 10% of the issued and outstanding common shares on a non-diluted basis at any time;





·
a restriction that no more than 10% of the total number of issued and outstanding common shares on a non-diluted basis may be issuable to insiders of the Company pursuant to options granted to insiders under the Option Plan;





·
a restriction that no more than 10% of the total number of issued and outstanding common shares on a non-diluted basis are issued to insiders of the Company within any one-year period pursuant to options granted to insiders under the Option Plan;





·
the option price per common share is to be determined by the Board provided that such exercise price is not less than the market price on the date of grant of such options or such other minimum price as may be required by the TSX and the options may be priced in Canadian or U.S. Dollars as determined by the Board at the time the option is granted;





·
the market price is defined as the average of the daily high and low board lot trading prices of the common shares of the Company for three trading days immediately preceding the time the option is granted;





·
the vesting period of all options shall be determined by the Board;





·
options may be exercisable for a period of up to a maximum term of five years, subject to a blackout period allowance, such period to be determined by the Board, and the options are non-transferable;





·
options held by individuals who are terminated without cause are subject to an accelerated expiry term for those options which requires that options held by those individuals expire on the earlier of: (a) the original expiry term of such options; (b) 30 days after the Optionee ceases active employment with the Company; or (c) 30 days after the date of delivery of written notice of retirement, resignation or termination;





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





·
options held by an individual who ceases to be employed by the Company due to death, disability or retirement in accordance with the Company’s retirement policy will terminate on the earlier of: (a) 365 days after the date of death, disability or retirement; and (b) the original expiry term of such options;





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





·
optionees may, rather than exercise their options, elect to terminate such option, in whole or in part, and receive either the number of common shares, which have a value equivalent to the number of options terminated multiplied by the difference between the fair value of a common share and the option price of the options terminated, or cash payment in lieu thereof;




55




·
the Board may, without shareholder approval, from time to time, subject to applicable law and the prior approval, if required, of the TSX or any other applicable regulatory body,: (i) suspend, terminate, or discontinue the Option Plan, and (ii) amend or revise the terms of any option without the consent of the optionee, provided that such amendment does not adversely alter or impair the option (except as permitted under the adjustment provisions of the Option Plan), including amendments of a typographical, grammatical, clerical or administrative nature, to the vesting provisions of the Option Plan or any option, to change the termination provisions of any option that does not entail an extension beyond the original expiration date of the option and to change the eligible participants under the Option Plan; and





·
options issued to eligible U.S. Participants (as defined in the Option Plan) may qualify as an “incentive stock option” pursuant to Section 422 of the Code.





The rules of the TSX provide that a listed issuer having in place an evergreen plan such as the Option Plan must obtain shareholder approval within three years after the institution of the plan and every three years thereafter in order to continue to grant awards under it.





Maximum Shares Available





The maximum number of common shares of Atna that may be issuable under the Option Plan is a number equal to 10 percent of the number of issued and outstanding common shares of Atna on a non-diluted basis at any time. As of March 15, 2011 the maximum number of options underlying common shares was 10,100,247.





Maximum Shares Available to Insiders





To ensure that insiders of Atna have the opportunity to vote on certain approvals listed in Section 613(a) of the TSX Company Manual, the Option Plan restricts the maximum number of common shares of Atna that under the Option Plan are issued, or that may be issuable, to insiders (as defined under applicable securities law).  Under the Option Plan, no more than 10 percent of the total number of issued and outstanding common shares on a non-diluted basis may be:  (i) issuable to insiders of Atna pursuant to options granted to insiders under the Option Plan; or (ii) issued to insiders of Atna within any one year period pursuant to options granted to insiders under the Option Plan, in both cases together with all of Atna’s previously established and outstanding or proposed
share compensation arrangements.





Share Appreciation Rights





The Option Plan introduces the concept of share appreciation rights.  Under the share appreciation rights, optionees have the right to receive a certain number of common shares calculated pursuant to the difference between the fair value of a common share and the option exercise price upon exercise or, subject to the consent of Atna, cash payment calculated pursuant to section 4.11(b) of the Option Plan in lieu of purchasing common shares of Atna upon the exercise of the option.  The cash settlement alternative, with the consent of the Company, may provide optionees with an alternative means to exercise their options and provides Atna with a means of reducing the dilution normally associated with option exercises.





Amending Provisions





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





Exchange Controls





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





56


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





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


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





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





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


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


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





Quantitative and Qualitative Disclosures of Market Risk





Refer to the discussion of quantitative and qualitative disclosures of market risk in Item 11.





57





ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS





A.
Major Shareholders





To the knowledge of the  Company, and based upon the Company’s review of current public filings, as at March 15, 2011, only the following shareholders beneficially owned, directly or indirectly, or exercised control or direction over more than 5 percent of the voting rights attached to the common shares of the Company:





Name

Number of Shares


Percentage of Outstanding SharesAnglo Pacific Group plc

England, UK


8,296,000



8.2
%Lloyd I. Miller, III

Florida, USA


11,759,633



11.6
%Libra Advisors LLC

New York, USA


6,043,000



5.9
%





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





Anglo Pacific Group plc beneficially owned approximately 17 percent and 16 percent of the Company’s common shares as of December 31, 2009 and 2008.





Lloyd L. Miller, III beneficially owned approximately 7 percent and 6 percent of the Company’s common shares as of December 31, 2009 and 2008.





Libra Advisors LLC was not a beneficial owner prior to December 2010.





Sprott Asset Management beneficially owned approximately 6 percent and 9 percent of the Company’s common shares as of December 31, 2009 and 2008.





To the knowledge of the Company and based on current public filings as well as information provided by the Company’s transfer agent, the tabled below is the distribution of the shareholders of the Company at December 31, 2010:




Country

Total Holders


Holders %


Total Holdings


Holdings %Canada


2,148



25



40,798,038



41USA


6,323



74



46,667,105



47Other Countries


118



1



11,336,200



11





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





B.           Related Party Transactions





There were no related party transactions for the last fiscal year.





Indebtedness to Company of Directors, Executive Officers and Senior Officers





No directors or senior officers of the Company are indebted to the Company or have been financially indebted to the Company since the beginning of the last financial year of the Company.




58




C.
Interests of Experts and Counsel





This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.





Ehrhardt Keefe Steiner & Hottman PC, auditors of the Company, has advised the Company that it is independent within the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia and within the meaning of applicable securities laws of Canada.




Neither Ehrhardt Keefe Steiner & Hottman PC, nor any director, officer, employee nor partner, as applicable, thereof is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.





ITEM 8.
FINANCIAL INFORMATION





A.
Consolidated Financial Statements and Other Financial Information





Attached hereto as Exhibit 15.1 (i) to (vi) are the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2010, 2009 and 2008.  The consolidated financial statements are accompanied by auditors' reports and related notes.  See “Item 17. Financial Statements.”





Legal Proceedings





As of March 15, 2011, there are no legal or arbitration proceedings, which may have, or have had in the recent past, significant effects on the Company’s financial position or profitability.





Dividend Distributions





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





B.
Significant Changes





Changes in Accounting Policies





Change in reporting currency:Effective July 1, 2009, the Company changed its reporting currency from the Canadian Dollars to the U.S. Dollar. The Company believes that U.S. Dollar reporting provides better information regarding the Company’s results of operations and related business activities. U.S. Dollar reporting is expected to improve investors’ ability to compare the Company’s financial results with other publicly traded companies in the mining industry whose primary assets are located in the United States. Prior to July 1, 2009, the Company reported its annual and quarterly consolidated balance sheets and the related consolidated statements of
operations and cash flows in Canadian Dollars. In making this change in reporting currency, the Company followed the guidance of the Emerging Issues Committee (“EIC”) of the Canadian Institute of Chartered Accountants (“CICA”), as described in EIC-130, Translation Method when the Reporting Currency Differs from the Measurement Currency or there is a Change in the Reporting Currency.





Based on EIC-130, the consolidated financial statements for all years and periods presented have been translated into the new reporting currency using the current rate method. Under this method, the consolidated statement of operations and consolidated cash flow statement items for each year and period have been translated into the reporting currency using the average exchange rates prevailing during each reporting period. All assets and liabilities have been translated using the exchange rate prevailing at the consolidated balance sheet dates. Shareholders’ equity transactions since January 1, 2007 have been translated using the rates of exchange in effect as of the dates of the various capital transactions, whereas shareholders’ equity balances on January 1, 2007 have been translated at the exchange
rate on that date. All resulting exchange differences arising from the translation are included as a separate component of other comprehensive income. All comparative financial information has been restated to reflect the Company’s results as if they had been historically reported in U.S. Dollars.





59


International Financial Reporting Standards:In February 2008, CICA confirmed that International Financial Reporting Standards ("IFRS") will be mandatory in Canada for all publicly accountable entities for fiscal periods beginning on or after January 1, 2011. The Company has analyzed the impact of IFRS on its consolidated financial statements and anticipates that there will be changes in accounting policies that may affect the Company’s accounting policies. Management has completed a project plan that identified differences in accounting policies and is completing the final steps required to ensure a successful transition to IFRS that will be reflected in the first quarter
2011 reporting. Based on the analysis completed as of the date of this filing the expected adjustments to adopt IFRS will be insignificant to our consolidated financial statements.





Recent Accounting Pronouncements





Following are the recently issued accounting standards relevant to our Company and business that may impact the Company in the future. It includes standards that have been recently adopted or ones that have been issued and not yet adopted.





Canadian Standards





Section 1582 – Business Combinations – In January 2009, CICA issued Section 1582, which replaces Section 1581 and establishes standards for the accounting for a business combination. Section 1581 has been re-filed under “Superseded Accounting Recommendations” with a Supplement added setting out the previous wording of paragraphs in other Handbook material that has been amended substantially as a consequence of approving new Section 1582. The superseded Section 1581 will be withdrawn from the Handbook when it is no longer effective.  Section 1582 applies prospectively to business combinations for which the acquisition date is on or after January 1, 2011. Earlier application is permitted.  If an entity applies this Section before January 1, 2011, it shall disclose that
fact and apply Consolidated Financial Statements, Section 1601, and Non-controlling Interests, Section 1602, at the same time. The adoption of this section had no material impact on the Company’s consolidated financial statements.





Section 1601 – Consolidated Financial Statements – In January 2009, CICA issued Section 1601, which, together with new Section 1602, replaces Section 1600 and establishes standards for the preparation of consolidated financial statements. Section 1600 has been re-filed under “Superseded Accounting Recommendations”. The superseded Section 1600 will be withdrawn from the Handbook when it is no longer effective. Section 1601 applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. Earlier adoption is permitted as of the beginning of a fiscal year. An entity adopting this Section for a fiscal year beginning before January 1, 2011 also adopts Business Combinations, Section 1582, and Non-controlling Interests, Section 1602.
The adoption of this section had no material impact on the Company’s consolidated financial statements.





U.S. Standards





In March 2008, the Financial Accounting Standards Board issued a new statement related to Disclosures about Derivative Instruments and Hedging Activities. This statement intends to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. This statement also requires disclosure about an entity’s strategy and objectives for using derivatives, the fair values of derivative instruments and their related gains and losses. This statement is effective for fiscal years and interim periods beginning after November 15, 2008, and will be applicable to the Company’s fiscal year beginning July 1, 2009. The adoption of this
section had no material impact on the Company’s consolidated financial statements.





ITEM 9.                      THE OFFER AND LISTING





A.
Offer and Listing Details





The high and low closing prices in Canadian Dollars for the Company’s common stock on the TSX are set forth below.





60





For the five most recent full financial years: the annual high and low market prices:





High - $


Low - $2006


2.41



0.952007


1.93



1.292008


1.75



0.312009


0.94



0.512010


0.75



0.45





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





High - $


Low - $Fiscal 2009First Quarter, ended 03/31/09


0.84



0.51Second Quarter, ended 06/30/09


0.94



0.66Third Quarter, ended 09/30/09


0.86



0.63Fourth Quarter, ended 12/31/09


0.84



0.66Fiscal 2010First Quarter, ended 03/31/10


0.75



0.58Second Quarter, ended 06/30/10


0.61



0.51Third Quarter, ended 09/30/10


0.61



0.45Fourth Quarter, ended 12/31/10


0.70



0.54Fiscal 2011Period ended 03/15/11


0.70



0.54





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





High - $


Low - $


Average

VolumeMarch 1-15, 2011


0.67



0.54



120,900February-11


0.70



0.58



232,100January-11


0.63



0.55



251,300December-10


0.64



0.53



407,400November-10


0.70



0.53



429,300October-10


0.70



0.57



213,700September-10


0.61



0.47



73,600





B.           Plan of Distribution





This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.





C.
Markets





The Company’s common shares have been listed and traded in Canada on the TSX under the symbol “ATN” since March 14, 1996. The Company is also traded on the OTC Bulletin Board in the U.S. under the symbol “ATNAF”.





D.
Selling Shareholders





This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.




61




E.
Dilution





This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.





F.
Expenses of the Issue





This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.





ITEM 10.
ADDITIONAL INFORMATION





B.
Memorandum and Articles of Association





The information required by this Item 10.B is contained in the Company's registration statements on Form 20-FR filed under the Exchange Act with the Commission on June 23, 1997 and on Form F-4/A (File No. 333-147973) filed under the Securities Act with the Commission on January 17, 2008, including any amendments or reports filed for the purpose of updating such description.





C.
Material Contracts





The following is a chronological summary of all material mineral property acquisitions and dispositions by the Company for the two years immediately preceding publication of this document.





2009





Effective February 2, 2009, the Company entered into an agreement with New Horizon Uranium Corporation to terminate the Converse Uranium Project Exploration, Development and mine Operating Agreement dated January 23, 2006. The Company was granted all the shares of Horizon Wyoming Uranium Inc. as a result of the termination. In addition, the Company becomes owner of 70 percent of the Sand Creek Uranium Joint Venture with Uranium One Exploration USA Inc. owning the remaining 30 percent.





Effective April 9, 2009, the Company entered into the MVA, under which Atna will own a 30 percent equity interest in the joint venture and PMC will own a 70 percent equity interest.  PMC will manage the project.





Effective June 2, 2009, the Company entered into the Sand Creek Supplemental Agreement with Uranium One. Under the Sand Creek Supplemental Agreement, Uranium One assumed the role of project manager and may spend up to $1.6 million before December 31, 2012 to increase its interest in the project from 30 percent to 51 percent. During 2010, Uranium One spent approximately $0.2 million on Sand Creek JV activities. As a result, Uranium One’s equity interest in the Sand Creek JV increased to 35 percent while Atna’s interest decreased to 65 percent.





2010 and 2011





There were nomaterial mineral property acquisitions or dispositions from January 1, 2010 until the date of this report.





D.
Exchange Controls





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




62




E.
Taxation





U.S. Federal Income Tax Consequences




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





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





Scope of this Summary





Authorities





This summary is based on the Code, Treasury Regulations (whether final, temporary, or proposed), published rulings of the Internal Revenue Service (the “IRS”), published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any
proposed legislation that, if enacted, could be applied on a retroactive basis.





U.S. Holders





For purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more
U.S. persons have the authority to control all substantial decisions of such trust.





Non-U.S. Holders





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





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





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





63


If an entity that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners). Partners of entities that are classified as partnerships (or owners of “pass-through” entities) for U.S. federal income tax purposes should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.





Tax Consequences Other than U.S. Federal Income Tax Consequences Not Addressed





This summary does not address the U.S. state and local, U.S. federal estate and gift, or foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. state and local, U.S. federal estate and gift, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.





U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Common Shares




Distributions on Common Shares





General Taxation of Distributions





A U.S. Holder that receives a distribution, including a constructive distribution, with respect to the Common Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated (a) first, as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and, (b) thereafter, as gain from the sale or exchange of such Common Shares. (See more detailed discussion at “Disposition of Common Shares”
below).





Reduced Tax Rates for Certain Dividends





For taxable years beginning after December 31, 2002 and before January 1, 2013, a dividend paid by the Company generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) the Company is a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Common Shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date.”





The Company generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if


(a) the Company is incorporated in a possession of the U.S., (b) the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or (c) the Common Shares are readily tradable on an established securities market in the U.S. However, even if the Company satisfies one or more of such requirements, the Company will not be treated as a QFC if the Company is a “passive foreign investment company” (as defined below) for the taxable year during which the Company pays a dividend or for the preceding taxable year. In 2003, the U.S. Department of the Treasury (the “Treasury”) and the IRS announced that they intended to issue Treasury Regulations providing procedures for a foreign corporation to certify that it is a QFC. Although these Treasury Regulations have not
yet been issued, the Treasury and the IRS have confirmed their intention to issue these Treasury Regulations. It is expected that these Treasury Regulations will obligate persons required to file information returns to report a dividend paid by a foreign corporation as a dividend from a QFC if the foreign corporation has, among other things, certified under penalties of perjury that the foreign corporation was not a “passive foreign investment company” for the taxable year during which the foreign corporation paid the dividend or for the preceding taxable year.





64


As discussed below, the Company reasonably believes that it was not a “passive foreign investment company” for the taxable years ended December 31, 2008 through December 31, 2010. (See more detailed discussion at “Additional Rules that May Apply to U.S. Holders—Passive Foreign Investment Company” below).





If the Company is not a QFC, a dividend paid by the Company to a U.S. Holder, including a U.S. Holder that is an individual, estate, or trust, generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains). The dividend rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the dividend rules.





Distributions Paid in Foreign Currency





The amount of a distribution paid to a U.S. Holder in foreign currency generally will be equal to the U.S. Dollar value of such distribution based on the exchange rate applicable on the date of receipt.





Dividends Received Deduction





Dividends paid on the Common Shares generally will not be eligible for the “dividends received deduction.” The availability of the dividends received deduction is subject to complex limitations that are beyond the scope of this discussion, and a U.S. Holder that is a corporation should consult its own financial advisor, legal counsel, or accountant regarding the dividends received deduction.





Disposition of Common Shares





A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Common Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Common Shares are held for more than one year. Gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of Common Shares generally will be treated as “U.S. source” for purposes of applying the U.S. foreign tax credit rules.  (See more detailed discussion at “Foreign Tax Credit” below).





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





Foreign Tax Credit





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





Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories of income. Dividends paid by the Company generally will constitute “foreign source” income and generally will be categorized as “passive income.” The foreign tax
credit rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the foreign tax credit rules.




65





Information Reporting; Backup Withholding Tax
 
 Payments made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, or proceeds arising from the sale or other taxable disposition of, Common Shares generally will be subject to information reporting and backup withholding tax, at the rate of 28 percent, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject
to backup withholding tax. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the information reporting and backup withholding tax rules.





Additional Rules that May Apply to U.S. Holders





If the Company is a “controlled foreign corporation” or a “passive foreign investment company” (each as defined below), the preceding sections of this summary may not describe the U.S. federal income tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares.





Controlled Foreign Corporation





The Company generally will be a “controlled foreign corporation” under Section 957 of the Code (a “CFC”) if more than 50 percent of the total voting power or the total value of the outstanding shares of the Company is owned, directly or indirectly, by citizens or residents of the U.S., domestic partnerships, domestic corporations, domestic estates, or domestic trusts (each as defined in Section 7701(a)(30) of the Code), each of which own, directly or indirectly, 10 percent or more of the total voting power of the outstanding shares of the Company (a “10 percent Shareholder”).





If the Company is a CFC, a 10 percent Shareholder generally will be subject to current U.S. federal income tax with respect to (a) such 10 percent Shareholder’s pro rata share of the “subpart F income” (as defined in Section 952 of the Code) of the Company and (b) such 10 percent Shareholder’s pro rata share of the earnings of the Company invested in “United States property” (as defined in Section 956 of the Code).  In addition, under Section 1248 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares by a U.S. Holder that was a 10 percent Shareholder at any time during the five-year period ending with such sale or other taxable disposition generally will be treated as a dividend to the extent of the
“earnings and profits” of the Company that are attributable to such Common Shares. If the Company is both a CFC and a “passive foreign investment company” (as defined below), the Company generally will be treated as a CFC (and not as a “passive foreign investment company”) with respect to any 10 percent Shareholder.





The Company does not believe that it has previously been, or currently is, a CFC. However, there can be no assurance that the Company will not be a CFC for the current or any subsequent taxable year.





Passive Foreign Investment Company





The Company generally will be a “passive foreign investment company” under Section 1297 of the Code (a “PFIC”) if, for a taxable year, (a) 75% or more of the gross income of the Company for such taxable year is passive income or (b) 50 percent or more of the assets held by the Company either produce passive income or are held for the production of passive income, based on the fair market value of such assets (or on the adjusted tax basis of such assets, if the Company is not publicly traded and either is a “controlled foreign corporation” or makes an election).  “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities
transactions.





For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25 percent or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other foreign corporation and (b) received directly a proportionate share of the income of such other foreign corporation. In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is
not passive income.





66


Based on currently available information, the Company reasonably believes that it was not a “passive foreign investment company” for the taxable years ended December 31, 2008 through December 31, 2010.




The determination of whether the Company was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations.  In addition, whether the Company will be a PFIC for each subsequent taxable year depends on the assets and income of the Company over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Annual Report. Accordingly, there can be no assurance that the IRS will not challenge the determination made by the Company concerning its PFIC status.





Default PFIC Rules Under Section 1291 of the Code





If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of Common Shares will depend on whether such U.S. Holder makes an election to treat the Company as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”





A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of Common Shares and (b) any excess distribution paid on the Common Shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current taxable year) exceeds 125% of the average distributions received during the three preceding taxable years (or during a U.S. Holder’s holding period for the Common Shares, if shorter).





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





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





QEF Election





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





67


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





The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the Common Shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such first year.  However, if the Company was a PFIC in a prior year, then in addition to filing the QEF Election documents, a U.S. Holder must elect to recognize (a) gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if the
Common Shares were sold on the qualification date or (b) if the Company was also a CFC, such U.S. Holder’s pro rata share of the post-1986 “earnings and profits” of the Company as of the qualification date. The “qualification date” is the first day of the first taxable year in which the Company was a QEF with respect to such U.S. Holder. The election to recognize such gain or “earnings and profits” can only be made if such U.S. Holder’s holding period for the Common Shares includes the qualification date. By electing to recognize such gain or “earnings and profits,” such U.S. Holder will be deemed to have made a timely QEF Election. In addition, under very limited circumstances, a U.S. Holder may make a retroactive QEF Election if such U.S. Holder failed to file the QEF Election documents in a timely manner.





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





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





Mark-to-Market Election





A U.S. Holder may make a Mark-to-Market Election only if the Common Shares are marketable stock. The Common Shares generally will be “marketable stock” if the Common Shares are regularly traded on a qualified exchange or other market. For this purpose, a “qualified exchange or other market” includes (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, surveillance, and other
requirements designed to prevent fraudulent and manipulative acts and practices, remove impediments to and perfect the mechanism of a free, open, fair, and orderly market, and protect investors (and the laws of the country in which the foreign exchange is located and the rules of the foreign exchange ensure that such requirements are actually enforced) (ii) the rules of such foreign exchange effectively promote active trading of listed stocks.  If the Common Shares are traded on such a qualified exchange or other market, the Common Shares generally will be “regularly traded” for any calendar year during which the Common Shares are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. The Company believes that its Common Shares should qualify as marketable stock.





68





A U.S. Holder that makes a Mark-to-Market Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, if a U.S. Holder makes a Mark-to-Market Election after the beginning of such U.S. Holder’s holding period for the Common Shares and such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the Common Shares.





A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each taxable year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares as of the close of such taxable year over (b) such U.S. Holder’s tax basis in such Common Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the lesser of (a) the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in the Common Shares over (ii) the fair market value of such Common Shares as of the close of such taxable year or (b) the excess, if any, of (i) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over
(ii) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years.





A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of Common Shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or loss (such ordinary loss not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years).





A Mark-to-Market Election applies to the taxable year in which such Mark-to-Market Election is made and to each subsequent taxable year, unless the Common Shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the availability of, and procedure for making, a Mark-to-Market Election.





Other PFIC Rules





Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which Common Shares are transferred.





Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election.  For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses Common Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.





The PFIC rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.





F.
Dividends and Paying Agents





This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.





G.
Statement by Experts





This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.




69




H.
Documents on Display





Documents referred to in this Annual Report may be inspected at the head office of the Company at Suite 250 – 14142 Denver West Parkway, Golden, Colorado 80401 or the Company's Canadian legal counsel located at 3000 - 1055 West Georgia Street, Vancouver, British Columbia, V6E 3R3 during normal business hours.





The Company is subject to the information requirements of the Exchange Act and, to the extent required of Canadian companies, will file periodic reports and other information with the Commission. All such reports and information may be ready and copied at the public reference facilities listed below. The Company intends to give its shareholders annual reports containing audited consolidated financial statements and a report thereon from its independent chartered accountants and quarterly reports for the first three quarters of each year containing unaudited interim financial information.





The Company’s SEC filing, and the exhibits thereto, are available for inspection and copying at the public reference facilities maintained by the Commission in Judiciary Plaza, 100 F Street, NE, Room 1580, Washington, DC 20549.  Copies of these filings may be obtained from these offices after the payment of prescribed fees.  Please call the Commission at (202) 551-8090 for further information on the public reference rooms. These filings are also available at no charge at the SEC’s website at http//www.sec.gov.





The Company will also provide its shareholders with proxy statements prepared according to Canadian law. As a Canadian company, the Company is exempt from the Exchange Act rules about prescribing the furnishing and content of proxy statements to shareholders and is also exempt from the short-swing profit recovery and disclosure regime of section 16 of the Exchange Act.








ITEM 11.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Quantitative Information about Market Risk





Derivatives





As of March 15, 2011 the Company had the following derivatives outstanding:





US$


Expiry Date





US$Derivative Contracts

Strike Price


2011


2012


2013


Total


Fair ValueGold Bond Forwards - Ozs

Embedded derivative

$
1,113



3,257



3,257



3,257



9,771


$
2,547,000





The Company’s open hedge positions as of December 31, 2010, consist solely of the Gold Bonds. The Gold Bonds will be repaid by delivering 9,771 remaining ounces of gold on a quarterly basis over the remaining 3 years of the Gold Bond Financing facility expiring on December 31, 2013. The remaining gold forward sales position related to the Gold Bonds expire quarterly from March 31, 2011 to December 31, 2013 at a rate of 814 ounces per quarter. The Company believes that these outstanding contracts will be settled in the normal course of business. The Company’s policy is to not hedge more than 50 percent of the projected production and retain a 25 percent production reserve tail. At December 31, 2010, the outstanding hedge position covers less than 10 percent of the annual forward looking gold production
from Briggs.





70


Under the terms of the gold bond forwards (embedded derivative contracts) in the gold bond agreements, Atna will deliver the value of 814 ounces of gold each quarter on the contractual delivery date, which will be used to purchase shares of a gold exchange traded fund for each bond holders account and 6.25 percent of the original face value of the Gold Bonds will be redeemed. The fair value of the gold bond forwards are determined using observable market inputs of similar contracts and discounted using the Company’s unsecured market interest rate of 12 percent.





During 2010 the Company retired 6,000 ounces of gold put and call options that had expiry dates from January to December 2010 at the rate of 500 ounces per month. The collars consisted of an equal number of put and call option contracts with similar expiry dates. The put and call option contracts were European style options that could be physically delivered or settled net at the expiry date. During 2010 5,000 ounces of call options with a strike price of $1,100 per ounce were exercised by the counterparty. The Company used the Black Scholes option valuation method to determine the market values of the option style derivatives.





The fair market value in the table above was estimated based on the gold price per ounce from the London PM Fix on March 15, 2011 of $1,401. The net change in the fair value of the hedge position will be positive to the Company when gold prices fall and will be negative when gold prices rise relative to the gold price on the date of the previous fair value calculation.





Qualitative Information about Market Risk





Risk management





The Company is exposed to a number of market risks that are part of its normal course of business. The Company has a risk management program that includes senior management and when appropriate the Board. Management sets policies approved by the Board to identify and manage market risks affecting the Company. As a result, the Company incorporates the use of various financial instruments to manage these risks.





Gold price risk: The Company’s primary products are gold and to a lesser extent silver. The value of the Company’s assets, its earnings and its operating cash flows are significantly impacted by the market price of gold, which was $1,406 based on the London PM Fix. The price of gold is influenced by numerous factors beyond the Company’s control, including supply and demand and world geopolitical events.





Management and the Board have set a gold hedge limit of 50 percent of annual production plus a reserve tail of 25 percent of the life-of-mine production as a cushion for unforeseen production issues. The Company may enter into gold derivative contracts to mitigate the impacts of lower gold prices on its operations. The gold derivative contracts may include the purchase of put options and the sale of call options, which in some cases are structured as a collar and forward gold sales, including embedded derivatives in the gold bond financial instruments. The Company fair values its derivative positions and does not employ hedge accounting. See notes 8 and 12 for more information on gold derivative contracts.





The sensitivity of the Company’s financial instruments to gold price changes:





A 10 percent increase in the gold price will increase the derivative liability for the embedded derivative in the Gold Bonds by $1.2 million. The increase in the derivative liability would be recorded as an unrealized loss on derivatives in the consolidated statement of operations and reduce pre-tax earnings and other comprehensive income by the same amount.





A 10 percent decrease in the gold price will decrease the derivative liability for the embedded derivative in the Gold Bonds by $1.2 million. The decrease in the derivative liability would be recorded as an unrealized gain on derivatives in the consolidated statement of operations and reduce pre-tax earnings and other comprehensive income by the same amount.





Foreign exchange risk: The Company is not significantly impacted by foreign exchange risk. The Company’s assets, liabilities, revenues and costs are all primarily denominated in U.S. Dollars. Effective July 1, 2009, the Company restated its financial statements to report its results in U.S. Dollars to mitigate the impact on its reporting of fluctuations in the U.S. Dollar and Canadian Dollar exchange rate.





71


Counterparty credit risk: The Company’s sales of gold to third parties expose the Company to the credit risk of nonpayment by the counterparty. The Company manages the counterparty credit risk by monitoring the credit worthiness of our customer.  The Company sells all of its gold to one counterparty, but at any one time the level of receivable is usually less than two percent of the Company’s total revenues. As of December 31, 2010 there were no significant concentrations of counterparty credit risk and no amounts were held as collateral.





Liquidity risk: Liquidity risk represents the risk that the Company cannot fund its current operations. The Company’s goal is to maintain sufficient liquidity to fund current operations for the next year after taking into account its current cash and short-term investment balances and cash flows from operations and potential asset sales. The Company believes that its current liquidity position is sufficient to fund the Company’s operations for the foreseeable future.





ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES





This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.





PART II





ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES





Not applicable.





ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS





The Company had a Shareholder Rights Plan (the “Rights Plan”), which was last confirmed by the shareholders at the Annual and Extraordinary General Meeting held on June 8, 2001 and at the Annual and Extraordinary General Meeting held on April 14, 2005. Management did not request that the Rights Plan be confirmed at the Annual and Extraordinary General Meeting held on May 8, 2008 and therefore the Rights Plan is no longer valid.





ITEM 15.
CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our chief executive officer and chief financial officer to allow timely decisions regarding required disclosure.  Management, including our chief executive officer and our chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the U.S. Securities Exchange Act of 1934 under Rule 13a-15(e)) has concluded that our disclosure controls and procedures were effective for the fiscal year ended December 31, 2010.





Management’s Annual Report on Internal Control Over Financial Reporting





Management, including the chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with appropriate authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.





72





Management assessed the effectiveness of internal control over financial reporting as of December 31, 2010. In conducting its assessment of internal control over financial reporting, management based its evaluation on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations, or the COSO, of the Treadway Commission. Based on that assessment, management has concluded that internal control over financial reporting was effective as of December 31, 2010.





This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial report. Management’s report was not subject to attestation by the  independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.





There were no significant changes in internal control over financial reporting that occurred during our fiscal year ended December 31, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





ITEM 16.
RESERVED





ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT





The Board has determined that it has at least one audit committee financial expert (as such term is defined in the rules and regulations of the SEC) serving on its Audit Committee. Mr. David Fagin has been determined to be such audit committee financial expert and is independent as defined in National Instrument 58-101, meaning that, he has no direct or indirect relationship with the issuer which could, in the view of the Board, reasonably be expected to interfere with the exercise of his independent judgement, and is not otherwise deemed not to be independent. The SEC has indicated that the designation of an audit committee financial expert does not make Mr. Fagin an “expert” for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligations or liability
imposed on him as a member of the Audit Committee and the Board in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board.





ITEM 16B.
CODE OF ETHICS





The Company has adopted the following code of ethics that applies to all the Company’s Officers, including the Chief Executive Officer and the Chief Financial Officer.  The Code of Ethics has been posted to the Company’s website at http://www.atna.com/i/pdf/CodeEthics.pdf.





It is the policy of the Company that all officers, including the Chief Executive Officer and the Chief Financial Officer, adhere to and advocates the following principles governing their professional and ethical conduct in the fulfillment of their responsibilities:





1.
Act with honesty and integrity, avoiding actual or apparent conflicts between his or her personal, private interest and the interest of the Company, including receiving improper personal benefits as a result of his or her position.





2.
Provide stakeholders with information that is accurate, complete, objective, relevant, timely and understandable.





3.
Comply with laws of federal, provincial and local governments applicable to the Company, and the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.





4.
Act in good faith, responsibly, with due care, and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised.




73




5.
Respect the confidentiality of information acquired in the course of the performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose.  Do not use confidential information, acquired in the course of the performance of his or her responsibilities, for personal advantage.  Do not compete directly or indirectly with the Company.





6.
Proactively promote ethical behavior among subordinates and peers.





7.
Use corporate assets and resources employed or entrusted in a responsible manner.





8.
Advance the Company’s legitimate interest and proactively promote high integrity as a responsible member of his or her business team and/or in his or her work environment.





ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit Fees





For the years ended December 31, 2010 and 2009, fees payable to the Company’s external auditors are shown below. The Company’s auditors Ehrhardt Keefe Steiner & Hottman PC was approved by the shareholders at the Annual General Meeting held June 7, 2010.





December 31, 2010


December 31, 2009Audit fees (1)

$
119,800


$
149,700Tax fees


-



-All other

$
30,400



-





(1)
All figures based on fees paid to the principal accountant for the annual audit during 2010 and 2009.





The Company’s Audit Committee Charter incorporates the Company’s pre-approval policies and procedures.  All services rendered by Ehrhardt Keefe Steiner & Hottman PC during 2010 were approved by the Audit Committee pursuant to the pre-approval policies and procedures contained in the Audit Committee Charter.





ITEM 16D.
EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES





Not Applicable.





ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS





The Company did not repurchase any of its shares in the fiscal year ended December 31, 2010.





ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT





Not Applicable.





ITEM 16G.
CORPORATE GOVERNANCE





Not Applicable.




74





PART III





ITEM 17.
FINANCIAL STATEMENTS





See the Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this annual report.





These consolidated financial statements were prepared in accordance with Canadian GAAP and are expressed in United States Dollars. A reconciliation of the consolidated financial statements to U.S. GAAP is set forth in Note 23 to the consolidated financial statements and in Item 5.B, titled “Liquidity and Capital Resources”.  For a history of exchange rates in effect for Canadian Dollars as against U.S. Dollars, see Item 3.A, titled “Selected Financial Data”.





ITEM 18.
FINANCIAL STATEMENTS





Not applicable.





ITEM 19.
EXHIBITS





Exhibit 15.1



Audited Consolidated Financial Statements and Notes thereto

(1)(i)

Report of Independent Registered Public Accounting Firm Ehrhardt Keefe Steiner & Hottman PC dated March 23, 2011.

(1)(ii)

Consolidated Balance Sheets as at December 31, 2010 and 2009.

(1)(iii)

Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008.

(1)(iv)

Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008.

(1)(v)

Notes to Consolidated Financial Statements

(1)(vi)

Consolidated Financial Statements Schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto filed herein.

N/AExhibit 15.2



Management’s Discussion and Analysis for the years ended December 31, 2010 and 2009.

(1)Exhibit 12.1



Section 302 Certifications by the Chief Executive Officer and Chief Financial Officer as required by rule 13a-14(a) or Rule 15d-14(a).

(1)Exhibit 13.1



Section 906 Certifications by the Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States code.

(1)Exhibit 14.1



Consent of Independent Registered Public Accounting Firm Ehrhardt Keefe Steiner & Hottman PC.

(1)Exhibit 99.0



BC Business Corporation Act – Articles of Incorporation (Filed as Exhibit 99.0 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007 (File No. 0-29336), and incorporated herein by reference)





(1)
Attached hereto





SIGNATURES





The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.





ATNA RESOURCES LTD.





/s/ “James K.B. Hesketh”





James K.B. Hesketh


President and Chief Executive Officer


March 23, 2011




75