U.S.
SECURITIES & EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549
 
 
 AMENDMENT
No. 1
 OF
 FORM
20-F/A
 
 (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, 2008OR ̈
              
              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
 
 I
 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 March 31, 2009Common
      Shares without par value
              83,291,133Preferred
      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.
 o 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.
 o 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     o 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):
 o Large accelerated
filer    o Accelerated
filer     x Non-accelerated
filer
 
 Indicate
by check mark which financial statement item the registrant has elected to
follow:
 x Item
17     o Item 18
 
 If this
report 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):
 o Yes     x No
  
  Explanatory
Note:  Atna Resources Ltd. (the “Registrant”) is a Canadian
issuer eligible to file its Annual Report pursuant to Section 13 of the
Securities Exchange Act of 1934 (the “1934 Act”) on Form 20-F. The
Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the 1934
Act and in Rule 405 under the Securities Act of 1933. Equity securities of
the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f)
and 16 of the 1934 Act pursuant to Rule 3a12-3.
 
 The
Registrant is filing this Amendment No. 1 (this “Amendment”) to its Annual
Report on Form 20-F for the year ended December 31, 2008 (the “Original Filing”)
for the following purposes:
 
 ·
                To
      amend the disclosure in ITEM 3.A. – Selected Financial
    Data;
 
 ·
                To
      supplement the disclosure in ITEM 9.C. –
  Markets;
 
 ·
                To
      revise management’s assessment of the effectiveness of its disclosure
      controls and procedures in ITEM 15. – Controls and
    Procedures;
 
 ·
                To
      amend the section 302 certifications filed in Exhibit 12.1 by the
      principal executive officers;
 
 This
Amendment does not amend or restate any information contained in the Original
Filing other than as noted in the Explanatory Note. This Amendment does not
purport to update any recent events or developments occurring after the date of
the Original Filing.
 
 II
 
 TABLE OF
CONTENTS
  PART
      I
                  
                  1ITEM
      1.
                  IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
                  1ITEM
      2.
                  OFFER
      STATISTICS AND EXPECTED TIMETABLE
                  1ITEM
      3.
                  KEY
      INFORMATION
                  1ITEM
      4.
                  INFORMATION
      ON THE COMPANY
                  7ITEM
      5.
                  OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
                  29ITEM
      6.
                  DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
                  36ITEM
      7.
                  MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
                  49ITEM
      8.
                  FINANCIAL
      INFORMATION
                  50ITEM
      9.
                  THE
      OFFERING AND LISTING
                  53ITEM
      10.
                  ADDITIONAL
      INFORMATION
                  54ITEM
      11.
                  QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
                  64ITEM
      12.
                  DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES
                  64PART
      II
                  
                  64ITEM
      13.
                  DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES
                  64ITEM
      14.
                  MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
                  64ITEM
      15.
                  CONTROLS
      AND PROCEDURES
                  65ITEM
      16.
                  AUDIT
      COMMITTEE FINANCIAL EXPERT AND CODE OF ETHICS
                  65PART
      III
                  
                  66ITEM
      17.
                  FINANCIAL
      STATEMENTS
                  66ITEM
      18.
                  FINANCIAL
      STATEMENTS
                  67ITEM
      19.
                  EXHIBITS
                  67
 i
  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 receipt of permits at the Reward
      Project;
  ·
              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 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 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.
  ii
 GLOSSARY
OF SELECTED MINING TERMS
 
 Asset Exchange
Agreement:  On December 29, 2006, Canyon Resources Corporation
(“Canyon”) entered into an Asset Exchange Agreement with several subsidiaries of
Newmont Mining Corp. (“Newmont”) to acquire the 3% NSR royalty held by Newmont
on Canyon’s CR Briggs Mine in Inyo County, California. In addition, Canyon has
entered into an Agreement with Newmont to acquire an option on the Adelaide Gold
Project in Humboldt County, Nevada and the Tuscarora Gold Project in Elko
County, Nevada. In exchange, Newmont received from Canyon certain mineral
rights, surface leases, and facilities near Lincoln, Montana with associated
intellectual property and Newmont will assume all associated reclamation
liability.  Canyon retained a 3% NSR (as defined below) royalty on
mineral rights provided by Canyon in this transaction in and around the former
McDonald Gold and Keep Cool gold projects.  This royalty may be
reduced if the net of Newmont’s royalty and that of underlying landlords exceeds
5%.
 
 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% 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” below).
 
 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”):  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.
  iii
 
 RESOURCE
DISCLOSURE
 
 Terms
used in this Annual Report relating to mineral reserves and mineral resources
are Canadian mining terms as defined in accordance with National Instrument
43-101 (“NI 43-101”) under the guidelines set out in Canadian Institute of
Mining, Metallurgy and Petroleum (“CIM”) Standards on Mineral Resources and
Mineral Reserves Definitions and Guidelines as adopted by the CIM Council. Under
CIM Standards, the terms “mineral resource”, “measured mineral resource”,
“indicated mineral resource” and “inferred mineral resource” have the following
meanings:
 
 
 Mineral
      resource
              The
      term “mineral resource”, under CIM Standards, refers to a concentration or
      occurrence of natural, solid, inorganic or fossilized organic material 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 form specific
      geological evidence and knowledge. Under CIM Standards, mineral resources
      are categorized as follows:
 
 Measured mineral resourcerefers to that part of a mineral resource for which a quantity
      grade or quality, density, 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 refers to that part of a mineral resource for which
      quantity grade or quality, density, 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 refers to that part of a mineral resource for 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 CIM Standards are
different than the definitions adopted by the U.S. Securities and Exchange
Commission (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.
 
 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” that the
SEC guidelines strictly prohibit U.S. registered companies from including in
their filings with the SEC.
  iv
  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,
incorporated in the State of Delaware, USA. The audited 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 US except as indicated in Item 5 B. US GAAP
Reconciliation with Canadian GAAP. The following information should be read in
conjunction with these financial statements and notes thereto, included in Item
17 of this report.  All monetary data herein is stated in Canadian
dollars.  See Exchange Rates Data in this section.
  Year
      ended
                        
                        2008
                        
                        
                        2007
                        
                        
                        2006
                        
                        
                        2005
                        
                        
                        2004Total
      revenues
                        
                        $
                        156,800
                        
                        
                        Nil
                        
                        
                        Nil
                        
                        
                        Nil
                        
                        
                        NilNet
      income (loss)
                        
                        $
                        20,315,600
                        
                        
                        $
                        (3,348,300
                        )
                        
                        $
                        (2,565,800
                        )
                        
                        $
                        (12,721,800
                        )
                        
                        $
                        379,100Basic
      and diluted income (loss) per share
                        
                        $
                        0.26
                        
                        
                        $
                        (0.05
                        )
                        
                        $
                        (0.04
                        )
                        
                        $
                        (0.28
                        )
                        
                        $
                        0.01Working
      capital
                        
                        $
                        18,131,300
                        
                        
                        $
                        10,570,700
                        
                        
                        $
                        13,927,400
                        
                        
                        $
                        14,998,400
                        
                        
                        $
                        8,379,700Total
      assets
                        
                        $
                        82,082,200
                        
                        
                        $
                        13,487,700
                        
                        
                        $
                        15,894,800
                        
                        
                        $
                        17,093,400
                        
                        
                        $
                        9,123,300Total
      liabilities
                        
                        $
                        9,912,900
                        
                        
                        $
                        1,075,500
                        
                        
                        $
                        781,900
                        
                        
                        $
                        1,726,300
                        
                        
                        $
                        671,200Total
      shareholders' equity
                        
                        $
                        72,169,300
                        
                        
                        $
                        12,412,200
                        
                        
                        $
                        15,112,900
                        
                        
                        $
                        15,367,100
                        
                        
                        $
                        8,452,100Number
      of shares issued and outstanding
                        
                        
                        83,291,133
                        
                        
                        
                        64,722,588
                        
                        
                        
                        64,176,838
                        
                        
                        
                        55,429,067
                        
                        
                        
                        38,950,872
 Exchange Rate
Data
 
 Unless
otherwise indicated, all monetary references herein are denominated in Canadian
Dollars.  The exchange rates used herein were obtained from Bank of
Canada; however, they cannot be guaranteed.
 
 As of
December 31, 2008 and March 23, 2009, the noon rate as quoted by Bank of Canada
was Cdn$1.23 and Cdn$1.22 equals US $1.00, respectively.
 
 The
following table sets out the high and low exchange rates for each month during
the previous six months.
 
 High for Period
                    
                    
                    Low for PeriodFebruary-09
                    
                    
                    1.2707
                    
                    
                    
                    1.2192January-09
                    
                    
                    1.2741
                    
                    
                    
                    1.1823December-08
                    
                    
                    1.2969
                    
                    
                    
                    1.1965November-08
                    
                    
                    1.2855
                    
                    
                    
                    1.1499October-08
                    
                    
                    1.2943
                    
                    
                    
                    1.0609September-08
                    
                    
                    1.0796
                    
                    
                    
                    1.0338
  1
  The
following table sets forth the average exchanges rates for the past five years,
expressed as Canadian dollars per U.S. dollars.
 
 Year
                    
                    Average2004
                    
                    
                    1.30152005
                    
                    
                    1.21162006
                    
                    
                    1.13412007
                    
                    
                    1.07482008
                    
                    
                    1.0660
 
 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.
 
 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 price of such metals or
interest related thereto has fluctuated widely and is affected by numerous
factors beyond the control of the Company.  These factors include
international economic and political conditions, expectations of inflation,
international currency exchange rates, interest rates, global or regional
consumptive patterns, speculative activities, levels of supply and demand,
increased production due to new mine developments and improved mining and
production methods, availability and costs of metal substitutes, metal stock
levels maintained by producers and others and inventory carrying
costs.  The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result in Atna not receiving
an adequate return on invested capital or the investment not retaining its
value.
  2
  Hedging
Risks related to Precious Metal Production and Key Operating Inputs
 
 The
Company entered into gold zero cost collars and forward price contracts in order
to protect the future operating cash flows of its Briggs Mine. All of these
contracts expire during 2009 and represent approximately 30 percent of the
expected gold production during 2009. The Company 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 from
declining gold prices or increasing diesel prices. The Company’s primary risk
related to gold hedging may results from a shortfall of expected gold
production. If gold production levels fall short of its hedge obligations when
the hedge contract has a negative fair value, it may compound the potential
reduction in cash flows. 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 from 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 formations and other
conditions are involved.  Operations in which the Company has a direct
or indirect interest will be subject to all 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 for
pollution, cave-ins or 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.
 
 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
 
 3
 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.  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;
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 in
the various jurisdictions in which the Company
operates.  Environmental legislation is evolving in a manner which
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 resources and technical
facilities.  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 and development
stage, the future ability of the Company to conduct exploration and development
will be affected principally by its ability to raise adequate amounts of capital
through equity financings, debt financings, joint venturing of projects and
other means.  In turn, the Company’s ability to raise such funding
depends in part upon the market’s perception of its management and properties,
but to a great degree upon the price of gold and marketability of securities of
speculative exploration and development mining companies.  The
development of any ore deposits found on the Company’s exploration properties
depends upon the Company’s ability to obtain financing through any or all of
equity financing, debt financing, the joint venturing of projects, or other
means.  The is no assurance that the Company will be successful in
obtaining the required financing.
 
 Cash
Flow
 
 The
Company currently has no source of operating cash flow to fund all of its
exploration and development projects. The Briggs Mine is the Company’s sole
operating unit that is expected to begin gold production during the second
quarter of 2009.  The Company has sufficient cash balances to complete
the development of the Briggs Mine and fund working capital balances until it
reaches planned production and cash flow levels.  Any further
significant development work may require additional asset sales, debt financing,
or equity issuances.  The Company has limited financial resources and
there is no assurance that additional funding will be available to allow the
Company 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.
 
 4
 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 Company’s 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.  Mineral claim title in Chile is
less certain than in Canada and the U.S.  The Chilean government makes
no effort to establish true claim ownership and allows recording of claims that
may be layered on top of pre-existing claims.  An underlying claim may
or may not lapse with non-payment of taxes.  As a result, establishing
certainty of claim ownership is a difficult procedure and there is no guarantee
that claims the Company acquires in Chile will not be challenged or
impugned.
 
 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.  Earnings, if any, will 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.
 
 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 Mining Property with the remaining
interest held by PMC.  The Company’s interest in the Pinson Mining
Property 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) disagreement 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; and
(iii) litigation between joint venture partners regarding joint venture
matters.
 
 5
 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 the Briggs Mine
 
 CR Briggs
Corporation, a wholly-owned subsidiary of the Company, operates the Briggs
Mine.  Mining operations at the Briggs Mine have commenced and the
project re-development is nearing completion with the first gold pour expected
during the second quarter 2009. Production during 2009 is expected to be
approximately 19,000 ounces. The Briggs Mine has historically produced gold
using the heap leaching process. This process involves the application of
cyanide solutions by drip irrigation to 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. Through the subsequent
process of pressure stripping the gold is returned to solution in a more highly
concentrated state. This concentrated solution of gold is further processed in
an electrowinning circuit, which collects the gold onto electric cathodes which
are melted into gold dore 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, timely implementation of ore placement on the leach pad and other
associated factors.
 
 Production
Costs and Risk Factors at the Briggs Mine
 
 The cost
of gold produced may be impacted by numerous variables including ore grade and
gold recovery, 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, availability of consumables used in mining, mine plan implementation,
weather and other operational factors.
 
 Recent
California Legislation and Regulations May Prohibit the Company From Developing
Any Projects Adjacent To The Briggs Mine.
 
 On April
10, 2003, the California State Mining and Geology Board (“CSMGB”) enacted a
Backfill Regulation that essentially requires that all future metal mines be
backfilled with certain exceptions to the original contour of the landscape. In
April 2003, the California Legislature passed a bill which stipulates that, if a
project is located within one mile of a Native American sacred site and on
limited use lands within the California Desert Conservation Area (“CDCA”), new
open-pit metal mine projects must be backfilled during reclamation. Briggs
project is located in the Panamint Range within the designated limited use land
of the CDCA. Any new open pit developments on our properties outside the
existing Briggs plan of operations area may be required to comply with these
regulations, although the bill 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.
 
 Atna
Has Significant Obligations At The Briggs Mine, Which May Adversely Impact
Liquidity.
  The
Briggs Mine operates under permits granted by various agencies including 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 US$4.4
million of which US$4.2 million are reclamation bonds supported by a surety. All
surety bonds are subject to annual review and adjustment.
 
 6
 In
September 2007, Canyon settled a complaint of default with the surety company
supporting the above reclamation bonds. As of March 23, 2009, US$0.5 million
remains to be funded to the collateral account in two equal payments in 2009 and
2010. The surety’s request for monies as collateral represents a reimbursable
deposit that is included in restricted cash to support required future
reclamation of the Briggs Mine site and therefore no liability has been accrued
for unfunded collateral.
 
 Reward
Gold Project is subject to Final Permit Approval and Financing
 
 The
Reward Gold Project has been carefully designed to create the smallest
environmental footprint possible and the permitting process is well advanced.
The Mine Plan of Operations has been declared administratively complete and the
Air Pollution Control and Water Pollution Control permits as well as a Water
Point of Discharge permit have been issued. Biologic Assessment studies have
been completed and a Biologic Opinion has been issued. The Environmental
Assessment study has been completed and released for public comment. No
guarantee can be made that final permits will be received or that adequate
financing can be arranged to construct the project.
 
 Montana
Regulatory Authorities May Impose Additional Reclamation Requirements On Our
Closure Of The Kendall Mine That Would Significantly Increase Our Funding
Requirements For Such Closure.
 
 Atna’s
wholly-owned subsidiary, CR Kendall Corporation, is reclaiming and closing the
Kendall Mine. 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 Corporation 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 the
Kendall minesite 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 Statement (“EIS”) to determine the closure requirements for
final reclamation at the Kendall Mine. This EIS study 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 (British
Columbia) 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.
 
 During
the past three fiscal years, the Company’s capital and exploration expenditures
have been incurred on projects located in the United States, with a substantial
amount of the expenditures occurring due to the Canyon Merger, the development
of the Briggs Mine, permitting and engineering at the Reward Gold project and
work at the Pinson and Columbia gold properties.  The Company has
spent $5.2 million on exploration and $13.8 million on mine development not
including the merger with Canyon over the past three years. Property, plant and
mine equipment increased by approximately $34 million as a result of the Canyon
Merger. This exploration and development has been financed primarily from equity
financings, the exercise of warrants and stock options as follows:
  7
  Financing
      Source
              2008
              2007
              2006
              TotalEquity
      financing
              nil
              nil
              nil
              nilExercise
      of warrants
              nil
              nil
              nil
              nilExercise
      of stock options
              578,500
              283,600
              739,700
              1,601,800Proceeds
      from asset sales
              21,610,000
              271,700
              730,700
              22,612,400Total
      financing sources
              22,188,500
              555,300
              1,470,400
              24,214,200
  
 After the
Canyon Merger on March 18, 2008, the Company’s primary focus shifted to
development of the Briggs Mine and permitting activities at the Reward
Mine.
 
 The
Company has sufficient working capital for Briggs Mine development, Reward
Permitting and property maintenance requirements and administrative overhead for
the next 12 months.
 
 B.
              Business
      Overview
 
 Atna
commenced operations in 1984. The Company is a mineral resource company engaged
in gold production operations in the western US and conducts exploration
activities in the search for additional valuable mineral properties primarily in
the western US, Canada and Chile. The Company’s exploration and development
efforts emphasize precious metals (gold and silver), but base metals and uranium
may also be considered. The Company conducts a portion of its mineral
exploration and development through joint ventures with other
companies.
 
 As a
consequence of the Canyon Merger, the Company’s primary focus has shifted from
primarily exploration activities to that of increasing the value of wholly-owned
core properties: Briggs, Reward, Columbia and Pinson. The Briggs Mine is
expected to develop positive cash flow from gold production in the second half
of 2009. Other revenues and cash flows have consisted primarily of sales of
non-core assets, marketable securities and option payments resulting from assets
sales or property transactions. 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 we shift focus to a producing gold company fuel cost
will become 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 adding value 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’s near-term strategy is to focus on the restart of production operations
at the Briggs Mine with the goal of developing near term positive operating cash
flow to support the Company while also providing funds to advance other core
projects. The permitting effort on our Reward project in Nevada is nearly
complete, which provides the Company a second near-term development project. The
Company is working with Barrick Gold to unlock value from our 30% interest in
the Pinson gold project in Nevada. In addition, we have commenced the
development of a new resource model for our Columbia gold project in Montana.
These activities will provide a long term pipeline of development opportunities
for the Company.
 
 8
 In this
current difficult economic environment, 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. Other opportunities include currently
mothballed properties that were closed due to lack of capital. The Company will
consider acquiring assets that will provide greater value than can be gained
through further investing in the Company’s current properties. The primary focus
of an acquisition, should one occur, is to provide positive cash flow over a
significant operating reserve life that produces at least 50,000 ounces of gold
per year. 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 all minerals 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 minerals from other nations, demand for minerals, the
availability of adequate refining and milling facilities, and the market price
of competitive minerals used in the same industrial applications. The market
price of minerals 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. During the last five years, the average annual market price of
gold has fluctuated between US$320 and US$1,025 per ounce. 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 in the mining industry. We may hedge a portion of our
production under certain operational and market conditions, or if required by a
bank related to a financing.
 
 The
exploration, development, and production programs we conduct in the US are
subject to local, state, and federal regulations regarding environmental
protection. Many of our mining and exploration activities are conducted on
public lands. The USDA Forest Service extensively regulates mining operations
conducted in National Forests. Department of Interior Bureau of Land Management
(“BLM”) regulations cover mining operations carried out on most other public
lands. All of our operations involving the 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. We may be required to prepare and present to such
authorities data pertaining to the effect or impact that any proposed
exploration for or production of minerals may have upon the environment. 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 US
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 our properties. In the event that
such historic activities have resulted in releases or threatened releases of
regulated substances to the environment, potential for liability may exist under
federal or state remediation statutes. Except as discussed in our periodic
filings with the SEC, we are 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.
 
 9
 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 we
place mines 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. We believe that we are currently in material compliance with all
applicable environmental regulations and there are no enforcement procedures
currently ongoing.
 
 10
 
 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 March 31, 2009. Properties are
routinely acquired, sold, subjected to a joint-venture, or abandoned in the
ordinary course of business.
  11
  D.
                Property,
      Plant and Equipment
 
 Summary
of Reserves and Resources
 
 Mineral
Reserve- Proven and Probable
  Category
                
                Tons
                
                
                Au
      (oz/t)
                
                
                Contained
      OuncesBriggs(1)- 100% AtnaProven
                
                
                6,390,000
                
                
                
                0.023
                
                
                
                147,000Probable
                
                
                6,075,000
                
                
                
                0.020
                
                
                
                120,000Briggs
      reserves
                
                
                12,465,000
                
                
                
                0.021
                
                
                
                267,000Reward(2)-  100% AtnaProven
                
                
                1,314,000
                
                
                
                0.027
                
                
                
                36,000Probable
                
                
                5,110,000
                
                
                
                0.024
                
                
                
                121,000Reward
      reserves
                
                
                6,424,000
                
                
                
                0.024
                
                
                
                157,000Total
      reserves
                
                
                18,889,000
                
                
                
                0.022
                
                
                
                424,000
 1.
              Briggs  0.007
      oz/ton incremental leach cut-off grade & US$750 per ounce
      gold
 2.
              Reward
      0.01 oz/ton cut-off grade & US$700 per ounce
  gold
 
 Mineral
Resource-Measured, Indicated and Inferred (5)
  Category
                
                Tons
                
                
                Au
      (oz/t)Measured & indicatedBriggs
      - 100% (1)
                
                
                20,688,000
                
                
                
                0.027Reward
      - 100% (2)
                
                
                11,003,000
                
                
                
                0.024Pinson
      - 30% (3,4)
                
                
                752,000
                
                
                
                0.424Total
      measured & indicated
                
                
                32,443,000
                
                
                
                0.035InferredBriggs
      - 100% (1)
                
                
                6,686,000
                
                
                
                0.026Reward
      - 100% (2)
                
                
                2,819,000
                
                
                
                0.018Pinson
      - 30% (3,4)
                
                
                1,012,000
                
                
                
                0.340Total
      inferred
                
                
                10,517,000
                
                
                
                0.054
 1.
              Briggs
      press release February 18, 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
 Resource
estimates include proven and probable reserves and were based on the same
cut-off grades as reserves
  12
  Mr. Alan
Noble, 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 the Briggs Mine Project”. Mr. Mike Read,
Chlumsky, Armbrust & Meyer, LLC of Lakewood, Colorado, was responsible for
preparing the ore reserve estimate and mine plan and is the independent
qualified person for those sections of the technical report.
 
 Mr. 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 the Reward Project feasibility report “NI 43-101
Technical Report Reward Gold Project, March 2008” s defined by NI
43-101.
 
 The
updated mineral resource calculation and Technical Report for the Pinson project
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 Technical Reports filed on SEDAR March
2005 and subsequently revised and re-filed in December 2005.
 
 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
 
 The
Briggs Mine was acquired by Canyon in 1990.  It is located on the west
side of the Panamint Range near Death Valley, California.  Atna has
mineral rights over approximately 4,800 acres in the area of the
mine.  From the city of Ridgecrest, CA, the mine 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.  It is 16 miles
northeast of Trona and 35 miles northeast of Ridgecrest in Inyo County,
California. The legal description of the project area is Townships 21 through
23, and Range 44 East, Mount Diablo Meridian.  Atna owns or controls
264 unpatented claims, including 18 mill site claims, on BLM administered land
and through leasehold interests, 100% of the Briggs Mine. No royalties are
payable at the Briggs Mine.  In addition to the Briggs Mine, Atna owns
four satellite properties located approximately four miles north of Briggs: the
Cecil R, Jackson, Mineral Hill and Suitcase properties.  Atna
currently holds or leases a total of 22 unpatented claims and 3 patented claims
associated with these properties.  All of the mining claims are
located on land prescribed for multiple use management by the BLM.
 
 13
  
  The
Briggs Mine was constructed in 1996 and through December 31, 2007, produced over
550,000 ounces of gold.  Since 1996, a total of 75 million tons of
rock have been mined by open-pit methods, including 52 million tons of
waste.  Approximately 735,000 ounces of gold were placed on the leach
pad during this period.  From 1997 into 2004, ore was mined from four
open-pits, the Goldtooth, Briggs Main, Briggs South Ultimate (“BSU”) and Briggs
North, from south to north, respectively. In addition, a small amount of
underground mining was performed out of the Briggs North
open-pit.  Most of the ore was crushed in three stages to a minus 1⁄4
inch size and conveyor-stacked on the leach pad.  Gold is recovered
from leach solutions in a carbon adsorption plant and refined into doré bars on
site.  Operating permits within the mine-plan-of-operations area
remain active.
 
 14
 An
updated technical report detailing the estimation of open pit and underground
reserves and resources at the Briggs, was completed in May 2008. An updated
reserve and mine plan was announced in January 2009. The report concluded that a
positive economic return may be achieved. Restart activities commenced in 2008
and gold production is expected during the second quarter 2009. Production
during 2009 is forecast to be approximately 19,000 ounces. Highlights of the
Briggs Mine include:
 
 ·
              Open
      pit proven and probable reserves containing 267,000 ounces of gold with an
      average grade of 0.021oz/ton based on a gold price of US$750/oz, at a
      0.007 oz/ton cutoff grade.
 ·
              Mine
      life of six years.
 ·
              Planned
      production of approximately 210,000 ounces of gold with an average full
      year production rate that ranges from 40,000 to 50,000 ounces per
      year.
 ·
              Life-of-mine
      cash cost and full cost is projected to be US$470 and US$590 per ounce of
      gold, respectively.
 ·
              Life-of-mine
      pre-tax cumulative cash flow at a gold price of US$750 is approximately
      US$36 million.
 ·
              Total
      project cumulative pre-tax cash flow increases by approximately US$20
      million for every US$100 increase in gold
price.
 ·
              Key
      site management and support positions are in
  place.
 
 Ore is
being loaded on the leach pad and gold production is expected to increase to an
annualized rate of 40,000 to 50,000 ounces per year. Approximately 50 percent of
existing plant capacity will be utilized at these production rates, allowing for
a possible increase in production, if additional reserves can be developed. A
total of approximately US$10 million has been spent on the project through
February 2009. Additional capital spending including working capital additions
at the Briggs Mine is projected to be approximately US$7 million during
2009.  The new, expanded mine plan is located entirely within the
existing permit boundary area. However, a portion of the expansion area will
require an amendment to the existing reclamation plan and placement of
additional reclamation bonds prior to mining.
 
 Mobile
equipment at Briggs includes five 85 to 100-ton trucks, two 14-cubic-yard
loaders, two blast hole drills, four dozers, and two graders. The 600-ton per
hour capacity, three-stage crushing plant at Briggs has been refurbished with
new conveyor belting, seals and other maintenance including minor structural
steel repairs and modification to make it operable. The gold recovery plant and
refinery are operational. Power for the mine is currently supplied by three 1.1
megawatt diesel generators.  These units have been fully
reconditioned. A new leach pad extension capable of holding 7.0 million tons of
new ore has been constructed. A second expansion will be constructed in 2010 to
expand capacity to over 14.0 million tons.
 
 Significant
reclamation activities were conducted at the Briggs Mine during 2005 and into
2006, including re-contouring, capping, and re-vegetation of selected
areas.  Over 86% of the site has now been re-contoured and most of the
waste dumps have had growth media topsoil placed and seeded.  Portions
of this reclamation area will be re-disturbed with new mining. In those areas,
topsoil will be reclaimed and stockpiled for future reclamation
work.
 
 The
Briggs gold deposit is hosted by Precambrian quartz-rich gneiss and amphibolite
which have been severely deformed by faults of Mesozoic to Tertiary
age.  High-angle faults and shear zones are believed to have acted as
conduits that channeled gold-bearing hydrothermal fluids upwards into a series
of stacked low-angle faults.  The primary high angle fault system in
the Briggs Mine area, which is believed to be the primary conduit for gold
mineralization, is the north-south trending Goldtooth fault.
 
 Beginning
in October 2008, the Company commenced a new drill campaign at the Briggs Gold
Mine and its satellite project Cecil R. Results of this program are positive,
confirming deeper gold mineralization beneath the current minable reserves in
the Briggs Main pit. Atna has intersected this new Briggs Main Deep (“BMD”) zone
with fourteen holes. The BMD drill holes intersected a gently dipping tabular
zone over an area 800 feet (north-south) by 700 feet wide. Apparent thickness of
the zone ranges from 30 to 90 feet. The mineralized horizon comes within 40 to
50 feet of the $750/oz-gold design pit bottom. The BMD remains open for
expansion to the north, south and east of the current intercepts.
 
 The
apparent thickness, grades, and broad distribution of the BMD mineralization
warrant additional drilling to further define the mineralization. Follow-up
drilling at BMD has commenced. Goals for the BMD drill program
include:
  15
  ·
              Confirmation
      and delineation of the BMD zone to add to the mine-life and/or annual
      production rate.
 ·
              In-fill
      drilling at the Briggs Mine to upgrade inferred resources to proven and
      probable reserve categories to improve effective mine
      planning.
 ·
              Development
      of an increased reserve estimate and revised mine plan for the Briggs
      Mine.
 
 The Cecil
R satellite project is located four miles north of the Briggs Mine. Drilling at
Cecil R is designed to expand the existing mineralized zone to the south and to
define the gold mineralization limits. The Company expects to commence
preparation of a NI 43-101 compliant technical report that would include an
estimate of mineral resources at Cecil R at the completion of this drilling
program.
 
 Gold at
Cecil R is hosted by a sub-horizontal zone of strongly iron stained
quartz-feldspathic gneiss at the base of thin poorly consolidated Quaternary
gravels. The existing mineralization forms a near surface, gently dipping
blanket distributed over an area 1,500 feet by 1,200 feet and varying in
thickness from 10 to 50 feet.
 
 
  During
2006, Canyon acquired the Suitcase and Mineral Hill properties for 30,000 shares
of restricted common stock. The properties are located east and upslope from the
Cecil R and Jackson properties. In addition, Canyon will pay US$135,000 in
installments over ten years, plus a 3% NSR royalty that may be reduced to 1% for
$0.5 million per point of reduction.
 
 Both
properties have been actively explored by a number of mining companies since the
early 1980s.  In 1990, a detailed helicopter supported exploration
work, including an 8,033 foot RC drilling program. Prior owners completed a
3,625 foot drill program on the Suitcase property 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 of gold mineralization, remains to be tested.
 
 16
 Environmental
Regulation
 
 The
Briggs Mine 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 Regional Water
Quality Control Board (“Lahontan”); (4) Permits to Operate, Great Basin Unified
Air Pollution Control District; and (5) a stream bed alteration permit with
California Fish and Game. In January 2000, the Briggs Mine obtained an amendment
to its operating permit that allows mining of the Briggs North and Goldtooth
deposits. The amendment was obtained through an Environmental Assessment
conducted by the BLM and an equivalent document approved by the Inyo County
Planning Commission. In December 2000, the Briggs Mine obtained an amendment
which allows for an increase of the leach pad total height to 190 feet, from the
previous limit of 150 feet.
 
 The BLM,
Inyo County, the California Department of Conservation, and Lahontan have
jointly required us to maintain reclamation bonds totaling US$4.4 million to
ensure appropriate reclamation of the Briggs Mine and to mitigate any
“foreseeable release” of pollutants to state waters. The principal amounts of
the bonds are subject to annual review and adjustment, approximately US$4.2
million of the bonds are backed by a surety company and the bonds are partially
collateralized as follows: (1) US$1.1 million held directly by the surety or the
county; (2) a security interest in 28,000 acres of real property mineral
interests in Montana. As part of the settlement with the surety during 2007,
Canyon agreed to make additional cash deposits with the surety totaling US$1.0
million no later than December 31, 2010. As of December 31, 2008, approximately
US$0.50 million is left to be funded.
 
 On April
10, 2003, the California State Mining Geology Board enacted a Backfill
Regulation that essentially requires that all future metal mines be backfilled
with certain exceptions to the original contour of the landscape.  In
April 2003, the California Legislature passed a bill which stipulates that, if a
project is located within one mile of a Native American sacred site and on
limited use lands within the CDCA, new open-pit metal mine projects must be
backfilled during reclamation.  The Briggs project is located in the
Panamint Range within the designated limited use land of the
CDCA.  Any new open-pit developments on our properties outside the
existing Briggs plan of operations area may be required to comply with these
regulations, although the Bill 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.
 
 DEVELOPMENT
PROPERTIES
  Pinson
Mine Property
  The
Company entered into an exploration agreement, effective August 12, 2004, with
Pinson Mining Company (“PMC”), a subsidiary of Barrick Gold. Pursuant to the
terms of the agreement, the Company completed its obligations to earn a 70
percent interest in the Pinson Mine Property and provided notice of its earn-in
to PMC in January 2006. The Company has spent as of December 31, 2008 a total of
approximately $16.0 million on the project, which has been expensed for
accounting purposes.
 
 The
Company’s earn-in triggered an election by PMC to back-in to the project by
spending an additional US$30 million to advance exploration and development of
the project over a 3-year period. In January 2009, PMC notified the company that
it had reached its back-in requirement, which would result in the formation of a
70:30 joint venture with PMC holding a 70 percent interest. Expenditures for
2009 are undeterminable until the joint venture agreement is complete and a
budget has been agreed to, which is expected to be complete in April
2009.
 
 The
Pinson Mine property is located in Humboldt County, Nevada, about 30 miles east
of Winnemucca.  It is accessible by an all weather road leading about
10 miles north of the Golconda Exit from Interstate Highway 80 within the
Getchell Gold Belt in north-central Nevada.
  17
  
  The
Pinson property is made up of a number of property parcels that are either
wholly-owned or under lease/option by PMC and therefore subject to the
agreement.  The property includes 3,800 acres of patented fee lands
wholly-owned by PMC, 360 acres of leased patented fee lands, 8,496 acres of
federal unpatented lode mining claims wholly-owned by PMC, 1,362 acres of leased
federal unpatented lode claims.  A total of 553 unpatented federal
lode mining claims (both owned and leased by PMC) are included in the property
position.  Total acreage controlled by PMC and subject to the
agreement is 14,018 acres. The property is subject to NSR royalties varying from
3.5% to 7.5% on various claim groups within the property. The weighted average
royalty over the 14,018 acres is approximately 4.4% NSR.
  The
Pinson Mine property is located within the Getchell Gold belt where it
intersects the north end of the Battle Mountain Eureka trend.  The
Pinson Mine produced over 987,000 ounces of gold from relatively low-grade
oxidized ore by open pit mining methods, prior to 2000.  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.
  Atna
commenced a drill program began at the end of August, 2004, to define a resource
and to acquire geotechnical data in two target areas from near surface to a
depth of 1,500 – 2,000 feet.  Drilling focused more intensively on the
relatively shallow portions of the CX zone, which extends from the base of the
CX pit and on the Range Front zone, which dips below both the CX and the Mag
pits.  A total of 30 holes, including about 20,000 feet of reverse
circulation pre-collars and 10,000 feet of core tails were completed by the end
of February, 2005.
  In June
2007, the Company completed an updated Technical Report on the Pinson Property
and revised the mineral resource calculations based upon all available data from
previous work through June 2006.  At that time, Pinson had measured
plus indicated gold resource totaling 2,505,000 tons grading 0.454 oz/ton gold
containing 1,063,000 ounces of gold.  Additionally, the revised
resource calculations for the property included an inferred resource of
3,374,500 tons grading 0.34 oz/ton gold containing 1,146,600 ounces of
gold.  The resource was summarized at 0.20 oz/ton Au cut-off grade in
the following table:
  18
  Resources
Summary (RF, CX, Ogee, CX-West) – June 2006
  Tons*
                Grade
      (Au oz/ton gold)
                Contained
      Au*Measured
                1,152,400
                0.454
                523,200Indicated
                1,353,500
                0.399
                540,600M
      + I
                2,505,000
                0.424
                1,063,000Inferred
                3,374,500
                0.340
                1,146,600
 (Cut-off grade = 0.20
z/ton gold)
 * Columns
do not add up due to rounding
 
 
 In 2006,
PMC and its affiliate Barrick Exploration 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 50,721 ft. of RC drilling and 61,857 ft of core drilling. Surface
drilling consisted of 103 drill holes, underground drilling total 60 drill
holes. Combined drill footage was 112,578 ft. drilling targeted the Summer Camp
resource, the HPRI04 area, the Range Front, Ogee and CX underground resources
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 ft, of drift excavation completed. Drifting was excavated by two
underground contractors, Small Mine Development and Atkinson Construction. The
underground drift was designed to allow delineation drilling to be completed in
the CX, Ogee and Range Front Zones. Access was completed that allowed only parts
of the Range Front and Ogee Zones to be drilled. The underground excavation
contract was terminated in January of 2009.
 
 A
de-watering project was started for de-watering of the underground zones to
allow excavation to these zones. Four additional de-watering wells have been
drilled and two rapid infiltration basins (RIB's) have been constructed. The
completion of the de-watering project is on hold until a decision can be made on
the future of the project. PMC is in the process of acquiring additional water
rights which will allow the underground to be de-watered at the required
rate.
 
  PMC is
reviewing a number of options to advance the project to a decision point for new
development. Forward looking work includes finalizing a new geology model and
mineral estimate, completion of a metallurgical model based on the new
interpretation and both open pit and underground options require additional work
to maximize ounces and minimize operating and capital costs.
 
 Reward
Project
 
 Atna
controls approximately 1,600 acres in southwestern Nye County about 5.5 miles
south-southeast of Beatty, NV  where it holds 18 unpatented lode
claims under three mining leases, which expire in 2024 and 2025, which typically
carry a 3% NSR royalty.  During 2006 Canyon acquired six patent placer
claims totaling 220 acres for US$75,000 and a residual 3% NSR royalty. Atna now
owns or leases 116 unpatented lode mining claims, 6 unpatented placer
claims, 3 millsite claims and 6 patented placer claims.
 
 19
  
  In March
2008, the Company completed a positive economic feasibility study for the Reward
Gold Project, the results of which are contained in technical report dated March
21, 2008 prepared by Chlumsky, Armbrust & Meyer, LLC. entitled “NI 43-101
Technical Report - Reward Gold Project, Nye County, Nevada”, which is available
on SEDAR at www.sedar.com. The
feasibility study recommends 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.
 
 Proven
and probable mineral reserves estimated in the feasibility study total 6.4
million tons averaging 0.024 oz/ton containing 157,000 ounces of gold based on a
gold price of US$700 per ounce, a cut-off grade of 0.01 oz/ton and a strip ratio
of 2.2 tons of waste per ton of ore. The Reward operation is expected to produce
approximately 125,900 ounces of gold over a four year mine life at estimated
average cash cost of US$435 per ounce of gold produced. This production would
provide an undiscounted cash flow of US$40.3 million at a US$900 gold price. The
feasibility study includes capital costs for crushing and process plants,
facilities and infrastructure, mining fleet and pre-production stripping of
US$25.4 million. The undiscounted cash flow changes by US$12.5 million for every
US$100 change in gold price without allowance for reserve
expansion.
 
 Final
reclamation and closure cost, which is included in overall production cost, is
estimated at approximately US$2.5 million for the base case. The cost for
reclamation and closure bonds of approximately US$5.3 million was estimated
using the State of Nevada statutory cost estimating model and is subject to
final approval by State regulatory authorities. Bonds may be posted using a
number of financial instruments including cash. This amount would be in addition
to the capital estimates stated above.
 
 20
 Mining
operations at Reward would utilize conventional 100-ton open pit trucks and
compatible loaders. Mined ore will be crushed to minus 3/8 inch and placed on a
lined pad for leaching and gold recovery. 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 Canyon’s Briggs Mine in Inyo
County, California or to a third party processing facility.
 
 Environmental Regulation and
Permitting
 
 The
Reward deposit occurs on unpatented and patented mining claims on land
administered by the BLM.  As with all mining projects, careful
environmental study and permitting will be required before a mine can be
developed on the property.  The BLM issued an Environmental Assessment
for the Reward Project in 2000, which had been used as the basis for the
issuance of required operating permits by the Nevada Department of Environmental
Protection.  The permits were voluntarily dropped by the former owner
in 2001 and the property was released as the price of gold dropped below $300
per ounce.  The formerly issued permits are not renewable and new
environmental studies including an Environmental Assessment and permit
applications must be submitted and issued before mining can commence on this
property.
 
 The
project has been carefully designed to create a small environmental footprint
and the permitting process is well advanced. The mine plan of operations has
been declared administratively complete:  air pollution and water
pollution control permits, and a water point of discharge permit have been
issued. Biologic assessment studies have been completed and a biologic opinion
has been issued. The Environmental Assessment study has been completed and
released for public comment.
 
 Columbia
Property
 
 The
Columbia property (formerly Seven-Up Pete) is located seven miles east of
Lincoln and 45 miles northwest of Helena, in Lewis and Clark County, Montana.
Access is by dirt roads from a paved highway that crosses the
property.  The property consists of approximately 24 patented and 68
unpatented mining claims containing approximately 1,800 acres. The patented
claims are subject to NSR royalties that range from 0% to 6%.
  In June
2008, the Company acquired certain claims at the Columbia gold property in order
to consolidate the land package containing the known body of mineralization. An
historic, non NI43-101 compliant resource for Columbia was reported in a
feasibility study titled “Seven-Up Pete Joint Venture, Seven-Up Pete Feasibility
Study” dated September 1991 by Phelps Dodge Corporation. The historic estimated
mineral resource for Columbia totaled 10.9 million tons of proven and probable
resource (approximately equivalent to Measured and Indicated resource under NI
43-101) grading 0.060 oz/ton gold (659,000 contained ounces gold). In addition,
the report quotes a possible resource (approximately equivalent to Inferred
resource under NI 43-101) of 3.0 million tons grading 0.063 oz/ton gold (190,000
contained ounces gold). A cutoff grade of 0.02 oz/ton was used in the estimate.
The block modeling methodology used to develop this estimate is consistent with
current estimating methodologies. A qualified person has not done sufficient
work to classify the historical estimate as current mineral resources, the
Company is not treating the historical estimate as current mineral resources and
the historical estimate should not be relied upon. Separate categories of Proven
and Probable mineral reserve were developed in the report based on open pit
design with estimated economics consistent with current standards for mineral
reserve estimation and reflecting the economic environment at the time of the
study. Approximately 28 percent of this total is attributed to the newly
acquired claims. The aggregate acquisition cost was US$500,000 in cash and
604,308 common shares of Atna. The seller retained a four percent net smelter
return royalty on the claims purchased.
  Atna is
consolidating, compiling, reviewing, and analyzing all of the Columbia project
data to  estimate resources for the property that are compliant with
the NI 43-101 technical reporting standards. Timber logging operations have
commenced at the property due to the start of a pine beetle infestation.
Proceeds from the logging operations are being shared with underlying
landholders. Baseline environmental monitoring studies are starting and another
round of flotation and gravity gold recovery test work is planned for
2009.
 
 The
earlier studies utilized cyanide based gold recovery systems. State law
currently prohibits the development of the Columbia property as an open-pit mine
using conventional cyanide recovery technology. As a result, we have retained a
reputable lab to conduct conventional gravity and froth flotation recovery
analysis on bulk samples from the property. Initial results are promising, but
substantial additional testwork is required to determine if this process route
is viable.  Final viability of a metallurgical process can only be
determined through feasibility study to determine the economics of the project
utilizing the new process route. Prior to development of the Columbia property
at any time in the future, an EIS would need to be prepared and permitting
approval would have to be gained.
 
 21
 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 lower grade shattered zones between the high grade
veins. Gold mineralization occurs as free gold as well as submicroscopic
particles associated with pyrite.
  
  Environmental
Regulation
 
 The
Columbia property occurs 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.
  22
  EXPLORATION
PROPERTIES
 
 Clover
 
 In an
agreement dated March 11, 2003, the Company obtained an option to acquire a 100%
interest in 22 claims on the Clover property, subject to a 3% NSR royalty, which
can be purchased for US$1,000,000 per percentage point.  Terms of the
agreement include cumulative total payments to the vendor of US$305,000 over 7.5
years.  In addition, the Company agreed to retain the vendor as an
independent consultant to perform services on the property at a daily rate of
US$400 for at least 10 days per year during the first two years.  The
Clover property is subject to a Finder’s Agreement dated February 10, 2003,
amended April 22, 2003, whereby the Company agreed to pay a finder’s fee of
US$30,000 on each anniversary until the commencement of commercial
production.  The finder’s fee is capped at a maximum of
US$500,000.
 
 The
Company entered into an earn-in agreement in November, 2006 with Meridian Gold
Corp., a subsidiary of Yamana Gold Inc. (“Yamana Gold”).  Yamana has
the right to acquire a 51% interest in the property by making cumulative cash
payments of US$635,000 and cumulative exploration expenditures of US$3.3 million
over a period of four years.  Yamana made a payment of US$150,000 in
January 2009 toward this total. At such a time as the earn-in requirements have
been completed a Yamana (51%)/the Company (49%) joint venture will be
formed.  After formation of the joint venture Meridian will have the
right to increase its participation interest in the joint venture from 51% to
70% by delivering a pre-feasibility study to the Company within 30 months of
making the initial earn-in contribution.
 
 The
Clover property 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 is
via all weather gravel roads off Nevada State Route 18 and accessed from
Interstate 80 at the Golconda exit.  Driving time from Winnemucca is
approximately 45 minutes.  A series of poorly maintained dirt roads
provide access to most areas of the property.  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.
  23
  In 1982,
Nassau Minerals had claims in the area and completed geological mapping, rock
geochemical sampling, and drilled 8, shallow, reverse-circulation (RC) holes
totaling 1,535 feet.  Amax Gold joint-ventured the property from
Nassau in 1987 and during 1988 completed additional geological/geochemical
surveys and drilled 16 RC holes totaling 6,835 feet.  Nassau joint
ventured the property with Touchstone from 1989 to 1992 and completed 3 RC holes
totaling 970 feet.  Nassau dropped the claims in 1993.
  Gold
Fields/Santa Fe held claims in the property area in 1994 and conducted extensive
sampling and drilled 10 holes before dropping the property.  Echo Bay
acquired the property in 1995 and completed geological mapping, rock and soil
geochemical sampling, ground magnetic and IP geophysical surveys, and drilled 24
RC holes for 12,762 feet in 1996.  In 1997, Romarco Nevada Inc. joint
ventured the property with Echo Bay, and in 1998 drilled 17 RC and diamond holes
for 9,471.5 feet.
  The
Clover prospect is a low sulfidation epithermal, vein-hosted gold prospect, in a
similar geologic setting to Newmont Mining’s Ken Snyder mine. Clover is 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 parts per million (“ppm”)). Gold mineralization occurs within a
north-northwest trending, structurally complex corridor named the Jake Creek
trend.
  During
2005, New Sleeper Gold permitted drill access roads and completed three diamond
drill holes totaling 2,733 feet.  The drilling was conducted near
previous drilling at Clover Hill where previous results included significant
gold intercepts.  No significant gold intercepts were cut in the New
Sleeper drilling.  No exploration work was conducted on the property
during 2006.
  During
2007, Yamana Gold carried out geological mapping and geochemical surveying on
the property   Yamana received drilling permits in October and
commenced a 12,000 foot reverse circulation drilling program in
November.  Yamana completed seven (7) drill holes totaling 5,320 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 is expected to resume drilling in the spring,
when weather permits.
  Yamana
commenced a second round of drilling in 2008 that included 10 reverse
circulation rotary drill holes (8,000 to 9,000 feet) to follow-up encouraging
gold and silver results intersected in 2007 drilling. In 2008, Yamana cut
several zones of gold mineralization in the Clover Hill 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 is
planning additional drilling for the 2009 field season.
 
 Tuscarora
and Adelaide Properties
 
 On
February 15, 2008, Canyon entered into an Option Agreement with Golden Predator
where Golden Predator would assume the obligation of Canyon regarding the option
with Newmont on the Adelaide and Tuscarora gold exploration
properties.  Canyon received an initial payment of US$0.5 million with
an opportunity to receive addition payments of cash or stock of US$1.1 million
over the remaining four year option period, plus retained NSR rights of up to
1.5% but not less than 0.5% and possible production payments of up to US$0.5
million.  The royalty burden on the Properties is capped at 5.5% when
gold price is less than $700 per ounce and escalates to 6.5% as the price of
gold increases to over US$900 per ounce.  The royalty will apply to
all metals and minerals produced and sold from the Properties.
 
 In
addition, when a positive production decision has been made, Canyon may receive
a production payment equivalent to US$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 US$250,000 for each property.
 
 24
 Pursuant
to the Golden Predator agreement, Atna received 2.1 million common shares of
Golden Predator in lieu of a US$250,000 option payment due in December
2008.
 
 On
January 6, 2009 Golden Predator announced assay results on three core drill
holes and two reverse circulation (“RC”) drill holes at the Adelaide Project,
located in Southeastern Humboldt County, Nevada. The diamond drill results were
the first of a 13-hole diamond drilling program currently in progress, which
offset high grade intercepts in previous RC drilling. Core hole GPAD03,
targeting the North Margarite Vein, intersected 4.3 m of 15.42 gram per ton
(“gm/t”) (14 ft of 0.45 oz/t) gold, including 1.5 m of 31.7 gm/t (5 ft of 0.93
oz/t) gold and 35 gm/t silver, from 85 m (280 ft) drill depth.
 
 At the
Adelaide Project, 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 Golden Predator.
 
 The
Tuscarora Mining District 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. The district has seen recent production from the Dexter Mine (1988-1991)
where a small open pit gold deposit was exploited by Horizon Gold
Shares.
 
 On March
5, 2009, Golden Predator announced that shareholders approved the arrangement
between the Company and Golden Predator Royalty & Development Corp. ("GPRD")
at the special meeting of shareholders held March 4, 2009, that will result in
the spin-out of Golden Predator Royalty & Development Corp. The Adelaide and
Tuscarora properties will be operated by GPRD.
 
 Sand
Creek and Converse Uranium Joint Ventures, Wyoming
 
 The Sand
Creek uranium joint venture area of interest is located to the south and east of
Douglas, Wyoming and was identified by Canyon and its former joint venture
partners during an aggressive uranium exploration effort in the early 1980’s.
Drilling during 1981 and 1982 in the program area by Canyon and its prior joint
venture partner 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
mineralized material. 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 5 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
2005, Canyon made the decision to review its historical files and reactivate a
prior project located in Wyoming.  Canyon acquired mineral rights on
approximately 3,000 acres by claim staking in three separate locations within
the program area, located along the southern end of the Powder River Basin in
Wyoming.
 
 Canyon
entered into the Converse Uranium Joint Venture (“Converse JV”) with New Horizon
Uranium Corporation (“New Horizon”) in January 2006. In August 2006, the
Converse JV joined with High Plains Uranium (now part of  Uranium One
Exploration USA Inc, “Uranium One”) to form the Sand Creek Joint Venture (“Sand
Creek JV”). Sand Creek JV is owned 70% by the Converse JV and 30% by Uranium
One. The purpose of these joint ventures is to combine property positions over a
portion of the Sand Creek JV area.  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 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.
 
 Effective
February 2, 2009, Atna entered into an agreement with New Horizon to terminate
the Converse JV.  New Horizon failed to meet the spending and work
requirements to earn a participating interest in the project. As part of this
agreement, all of the shares of Horizon Wyoming Uranium Inc. (“Horizon Wyoming”)
have been transferred to Atna and Horizon Wyoming shall become a wholly owned
subsidiary. Horizon Wyoming holds properties, reclamation bonds and permits
related to the Sand Creek JV. In addition, New Horizon has also resigned as
manager of the Sand Creek JV. Horizon Wyoming shall be the new
manager.  Ownership of the Sand Creek JV is now 70% Atna, through
Horizon Wyoming, and 30% Uranium One.  Atna is working with Uranium
One to determine the future program for this project.
  25
  
  Montana
Mineral Rights
 
 Canyon
owns approximately 900,000 acres of mineral rights and fee lands 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 fifty miles east and west of Missoula, extending to the
Idaho State line, and within sixty miles west of Kalispell in north western
Montana.  The mineral rights and fee lands contain many known
occurrences of mineral commodities including gold, silver, copper, barite and
phosphate.  During 2006, Canyon conducted an extensive review of these
properties and have determined that a number of promising barite properties
exist on or in near proximity to its properties. Atna is currently marketing
approximately 860,000 acres of our total mineral rights package, which includes
our barite properties.
 
 26
 Mt.
Edna Prospect
 
 The
Company staked 36 lode mining claims over part of a possible porphyry related
grass-roots gold-copper prospect in southeastern Humboldt County, Nevada about
10 miles southeast of the town of Golconda.
 
 The
prospect is centered on a small granodiorite porphyry intrusive body of
Cretaceous Age cutting limestone and quartzite of the Paleozoic Havallah and
Pumpernickel Formations.  The sedimentary rocks have been
recrystalized and display widespread patchy, weak skarn
development.  Traces of copper oxide minerals coating fractures are
widely distributed over and around the prospect.  The intrusive is
moderately to intensely quartz-sericite altered and contains from one to plus
ten percent disseminated pyrite and pyrrhotite and trace to one percent
disseminated chalcopyrite.  Abundant copper oxide was reported in the
upper two hundred feet intervals of six 1980s vintage reverse circulation holes
originally drilled to test a gold-bearing quartz vein on the edge of the Newmont
controlled ground.
 
 As part
of this Golden Predator Option Agreement on Adelaide and Tuscarora, the Company
entered into a simultaneous Assumption and Assignment Agreement with Golden
Predator to assume its lease interest in 20 unpatented mineral claims in
Humboldt County, Nevada.  These claims are adjacent to our existing
Mt. Edna claims and allows for further consolidation of that
property.
 
 No work
is anticipated during the 2009 field season.
 
 Tram
Prospect
 
 The Tram
prospect is located at the very western end of Yucca Mountain about 15 miles
north of Canyon’s Reward Project and 6 miles east of the town of Beatty in
southern Nye County, Nevada.  The Company staked 22 lode claims to
cover 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
Bullfrog mine some 8 miles to the west.  Two wide-spaced
reconnaissance RC holes drilled on the Tram prospect in the mid-1980s
intersected several 10 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 Tram 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 for the 2009 field season.
 
 Triple
Junction/Dixie Fork
 
 The
Company owns a 100% interest in the property, subject to a 3% NSR (uncapped) and
an obligation to pay the vendor 5% of any cash proceeds received by the Company,
to a maximum of US$500,000, in the event that the Company transfers any part of
its interest in the property to any arm’s length third party.
 
 The
Triple Junction/Dixie Fork property is located at the south end of the Carlin
Trend 20 miles SW of Elko in north central Nevada, USA and consists of 31 lode
claims for approximately 620 acres.  The Triple Junction property is
located approximately 3 miles south east of Dixie Fork and is comprised of 36
lode claims for approximately 640 acres.  Access to both properties is
by 4-wheel drive roads off secondary highways.
 
 Dixie
Fork
 
 There is
no record of exploration or mining at Dixie Fork, prior to acquisition by the
Company. The Dixie Fork property is located in the Pinon Range, 12 miles SSW of
Newmont’s Rain/Tess/Saddle Mine complex, in Elko County, Nevada.  The
property is situated along a major, WNW-trending, Rain Fault-parallel high-angle
graben fault structure.  This structure separates younger,
down-dropped Upper Plate black shales in the interior of the graben from Lower
Plate sandy strata of the Mississippian Chainman Formation.  Felsic
dikes cut the Chainman strata near the bounding graben
faults.  Mineralization is present at Dixie Fork in the form of
argillically altered and pyritized wallrocks, local barite, and anomalous
pathfinder element geochemistry.  The main gold target is the contact
of Mississippian Webb Formation with underlying Devonian Devil’s Gate Limestone,
adjacent to the graben fault structures.
 
 27
 Triple
Junction
 
 Westmont
Gold staked claims over the Triple Junction area in the late 1980’s, and made a
generalized outcrop geologic map of the region in 1988.  They first
drilled 12 shallow rotary exploration holes into area targets in 1990-1991, and
8 holes in 1992.  Westmont’s drilling intercepted 50 feet containing
0.045 oz/ton gold, in hole JW-90-08.  Cameco acquired the property in
the late 1990’s and drilled several holes.  No subsequent exploration
is known at Triple Junction, prior to its acquisition by the
Company.
 
 The
Triple Junction property is located in the Pinon Range, 14 miles SSW of the
Newmonts Rain/Tess/Saddle Mine complex, in Elko County,
Nevada.  Triple Junction is situated along a major, NNW trending,
high-angle graben fault structure.  This structure separates younger,
down-dropped conglomerates of the Lower Plate Diamond Peak Formation on the west
side of the structure from uplifted, conglomerate-bearing, silty to sandy strata
of the Mississippian Chainman-Diamond Peak Undivided complex to the
east.  Felsic dikes/plugs and barite veins cut the Chainman strata
near the bounding graben faults.  Mineralization is present at Triple
Junction in the form of strong, argillically-altered wallrocks with local
pyritization and barite.  Surface rock sampling returned gold assay
values of 5.7ppm over a width of 6 meters.  Anomalous pathfinder
element geochemistry (mercury, arsenic, and antimony) is noted in rocks and
soils.  The main gold target is the contact of Mississippian Webb
Formation with the underlying Devonian Devil’s Gate Limestone, adjacent to the
NNW-trending control fault structure.
 Mapping
and geochemical sampling in 2003 further defined the stratigraphy and alteration
zones.  A gravity survey delineated areas of relatively shallow
basement (Devil’s Gate) stratigraphy and fault structures.  No work is
planned for the 2009 season.
 
 Atlanta
 
 The
Atlanta gold project is located in Lincoln County, Nevada. Atna has 267
unpatented federal lode claims covering possible strike and dip extensions of
gold-silver mineralization centered at the Atlanta Mine. The Atlanta Mine
produced approximately 147,000 ounces of gold and 3 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). No work
on this project is planned for the 2009 field season.
 
 Canadian
Properties
 
 Atna
holds mineral rights, and in one case patented mineral and surface rights, in
six properties located in the Yukon and British Columbia.  Four of the
properties are volcanogenic base metal massive sulfide 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 four 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 without 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 six 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 marketing these properties.
 
 ROYALTY
PORTFOLIO
 
 Sale
of Royalties
 
 28
 In
September 2008, the Company sold a portfolio of royalty interests for US$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 3 percent NSR royalty on portions of the McDonald gold property in
Montana, and royalty interests on properties in the Dominican Republic and
Argentina. The sale of the royalties resulted in a gain of approximately $21.1
million.
 
 CLOSURE
PROPERTY
 
 Kendall
Mine
 
 The
Kendall Mining District 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.  The Kendall Mine was developed as an open-pit,
heap-leach gold mine in September 1988. Through 1995, the Kendall Mine operation
leached gold and silver from crushed ore on a year-round
basis.  Mining and crushing of all remaining ore was completed in
January 1995.  Leaching of the remaining gold in the heap leach pads
continued through early 1998.  All economic gold has now been
recovered, and the mine is currently in a reclamation and closure
mode.  The Kendall Mine 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.
 
 Environmental Regulation
& Reclamation
 
 The
Kendall Mine operated under permits issued by the DEQ and other regulatory
agencies.  A life of mine permit was granted by the Montana Department
of Environmental Quality (“MDEQ”) on November 1, 1989.  Canyon is
negotiating details of final mine closure with the MDEQ.  The MDEQ has
approved the portions of the closure plan related to re-contouring,
re-vegetation, drainage and heap dewatering, but discussions of long-term water
handling and heap closure methods continue.
 
 The
Kendall Mine permit area covers approximately 1,040 acres of which approximately
455 acres are disturbed.  As of December 31, 2008, a total of 365
acres or approximately 80 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 US$2.4 million on deposit in an
interest bearing account with the MDEQ for reclamation at the Kendall
Mine.
 
 In
February 2002, the MDEQ issued a decision that a comprehensive EIS is needed for
completion of reclamation at Kendall. The MDEQ has never completed this EIS. In
2006, CR Kendall was given approval to commence leach pad capping
operations.  A bentonite enhanced basal layer has now been placed on
all leach pads.  Atna’s estimate 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.  The Kendall Mine 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.
 
 ITEM
      5.
              OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
 
 The
following discussion of the results of operations of the Company for each of the
years in the three-year period ended December 31, 2008, should be read in
conjunction with the financial statements of the Company included in Item 17 -
Financial Statements.
 
 The
Company's financial statements are presented in Canadian 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 20 to the
financial statements of the Company included in Item 17 - Financial
Statements.
  29
  A.
              Results
      from Operations
 
 The
Company has financed its operations principally through the sale of its equity
securities.  As the Company does not have any producing mineral
properties, its only revenue source is interest income earned from amounts on
deposit.  Interest income earned is dependent on the amount of funds
available for deposit and changes in the interest rates.  Unless the
Company is able to acquire one or more advanced-stage properties with the
potential to generate near term profit and cash flow, or is able to obtain
additional funds through the sale of its equity securities, the amount of
interest income earned is expected to decrease as the Company continues to
expend funds exploring its existing mineral properties.
 
 The price
of gold is denominated in U.S. dollars, and our current gold production
operations and significant properties are located primarily in the U.S. We own
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.
 Currently
a significant amount of the Company’s cash and investments are held in Canadian
dollars and will be subject to volatility when converting to U.S. dollars for
payment of U.S. based expenses. Most of the ongoing expenses of the Company will
be denominated in U.S. dollars.
 
 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 our financial
performance.
 
 On April
10, 2003, the California State Mining and Geology Board (“CSMGB”) enacted a
Backfill Regulation that essentially requires that all future metal mines be
backfilled with certain exceptions to the original contour of the landscape. In
April 2003, the California Legislature passed a bill which stipulates that, if a
project is located within one mile of a Native American sacred site and on
limited use lands within the California Desert Conservation Area (“CDCA”), new
open-pit metal mine projects must be backfilled during reclamation. Briggs
project is located in the Panamint Range within the designated limited use land
of the CDCA. Any new open pit developments on our properties outside the
existing Briggs plan of operations area may be required to comply with these
regulations, although the bill 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 in 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 of our competitors
have lower costs and their mines are located in better locations that may give
them a competitive advantage in employee hiring and retention.
 
 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 our operating costs may
cause us to generate significantly less operating cash flows than expected which
would have an adverse impact to our business.
 
 Results
of Operations – Year Ended December 31, 2008 versus Year Ended December 31,
2007
 
 For the
year ended December 31, 2008, Atna recorded net income of $20.3 million, or
basic income per share of $0.26, on proceeds of $21.0 million from the sale of
royalties. This compares to a net loss of $3.3 million, or a basic loss per
share of $0.05, on revenues of nil for the year ended December 31, 2007. The
positive variance of $23.6 million was due primarily to the following
factors:
 ·
              Positive
      variance of $20.9 million in gain on asset disposals due to the sale of
      royalties.
  30
  ·
              Negative
      variance of $2.4 million in selling, general and administrative expenses
      due to the consolidation of Canyon’s costs and other Canyon related
      operating costs partially offset by cost reductions in the Atna
      operations.
 ·
              Positive
      variance related to new income tax benefits of $3.7 million related to
      available tax net operation losses carry forwards that are expected to be
      utilized in the future.
 ·
              Negative
      variance of $1.5 million in provision for final site restoration due to an
      increase in expected final reclamation costs at the Kendall Mine that was
      acquired in the merger with Canyon.
 ·
              Negative
      variance of $0.6 million in reduced property
  write-downs.
 ·
              Negative
      variance of $0.4 million due to the accretion expense related to the
      Briggs and Kendall mines acquired in the Canyon
  Merger.
 ·
              Positive
      variance of $2.4 million in other income and expense, excluding the impact
      of the royalty sale. The variance was due primarily to a $3.2 million
      positive variance in foreign exchange gains as a result of a weakening
      Canadian dollar on the proceeds of the royalty sale that was held in U.S.
      dollars partially offset by an $0.8 million negative variance from reduced
      gains on sale of marketable securities, write-off of marketable securities
      related shares held in Canadian exploration companies and reduced net
      interest income.·
              Positive variance
      of $1.3 million decrease in exploration due to forced on Briggs
      restart.
 
 At
December 31, 2008, Cash and short term investments totaled $20.6 million, which
represented a net increase of $10.1 million during the year. The net increase
was due primarily to the sale of the royalties for $21.6 million, positive
effect of exchange rate changes on cash of $1.6 million, cash provided by
exercise of stock options of $0.6 million offset by cash used in operating
activities of $3.7 million and capital expenditures of $10.0
million.
 
 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
the Briggs Mine and the Reward Project to the future tax liabilities that were
generated as a result of the 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 2008 through 2027. In addition, as a result of
the Canyon Merger, in March 2008, the Company’s utilization of Canyon’s
operating loss carryforwards will be substantially restricted under section 382
of the US Internal Revenue Code due to the change in ownership.
 
 Results
of Operations – Year Ended December 31, 2007 versus Year Ended December 31,
2006
 
 For the
year ended December 31, 2007, Atna recorded a net loss of $3.3 million, or a
basic loss per share of $0.05, on revenues of nil. This compares to a net loss
of $2.6 million, or a basic loss per share of $0.04, on revenues of nil for the
year ended December 31, 2006. The negative variance of $0.7 million was due
primarily to the following factors:
 ·
              Positive
      variance of $0.5 million in general and administrative
    costs.
 ·
              Positive
      variance of $0.3 million in exploration costs due to reduced activities at
      Pinson and Jarbidge.
  ·
              Negative
      variance of $1.5 million in other income and expense due primarily to
      reduced mark-to-market gains on marketable
  securities.
 
 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, if necessary, equity issuances.
Atna’s recent sale of its royalty portfolio provided approximately US$20 million
of net proceeds, which is sufficient to re-start and operate the Briggs Mine
without additional financing. Based on the current stock price, Atna does not
expect the exercise of options and warrants to be a significant source of funds
during 2009.
 
 31
 Gold
production from the Briggs Mine is expected to be approximately 19,000 ounces
during 2009. When the Briggs mine is operating at full production level, annual
gold production is expected to range from 40,000 to 50,000 ounces per year. The
estimated capital requirements during 2009 to complete the Briggs Mine and
sustain operations are expected to be approximately US$11 million inclusive of
capitalized lease payments. The Briggs Mine is expected to produce gold through
the year 2014 based upon the current mine plan, which was determined using a
gold price of US$750 per ounce. Cash cost of operation is projected to be US$470
per ounce produced with no project debt service, which is expected to generate
positive cash flow in today’s gold markets.
 
 The
Company entered in to gold hedging contracts with the intent to protect the cash
flow from the possibility of lower gold prices during 2009. The hedge position
represents approximately 30 percent of the expected production during 2009. The
floor price of the gold hedges are currently higher than our mine planning price
and if the hedge reaches the 50 percent limit of production it may help support
a higher mine planning price. If the Company used a higher gold price for mine
planning it could increase the size and scope of the project. A larger project
may require increased stripping cost to uncover additional ore that may result
in increased cash cost of operations on more ounces of gold
production.
 
 In early
2009, the Company was granted a US$10 million line of credit with an equipment
manufacturer to lease equipment with that manufacturer. During the first quarter
of 2009, the Company leased approximately US$2.6 million of mining equipment
under the line of credit.
 
 Cash
balances for the Company as of March 23, 2009 are approximately $12.0
million.  The reduction in cash since December 31, 2008 primarily
reflects ongoing development and start-up costs at the Briggs Mine.
 
 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 the Briggs
Mine will 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 the Briggs Mine, debt markets, equity
markets, joint ventures and asset sales. If the Briggs Mine fails to generate
enough cash to implement management’s development plans and the debt and equity
markets continue to lack liquidity, the Company’s ability to expand and sustain
future cash flows could be delayed or adversely impacted.
 
 Financing
Transactions
 
 In
September 2008, the Company sold its portfolio of royalty interests for US$20
million. The sale of the royalties resulted in a gain and proceeds of
approximately $21.1 million.
 
 During
the year ended December 31, 2008 there were 850,000 common shares issued related
to the exercise of stock options that resulted in cash proceeds to the Company
of $0.6 million.
 
 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 $29.6 million. Canyon
is now a wholly-owned US subsidiary of Atna.
 
 The
following table summarizes common shares outstanding as of December 31,
2008:
 
 32
   Number
      ofSharesShares
      Outstanding, January 1, 2008
                
                
                64,722,588Exercise
      of stock options
                
                
                850,000Issuance
      for merger
                
                
                17,114,237Issuance
      for property purchase
                
                
                604,308Shares
      Outstanding, December 31, 2008
                
                
                83,291,133
 Convertible
Debentures
 
 There are
$1.0 million of 6% debentures outstanding, which are denominated in US dollars.
The debentures are convertible until March 2011 to common shares at any time at
a conversion rate of US$4.31 per common share for a total of 0.2 million
underlying common shares.
 
 Capital
Expenditures
 
 Capital
expenditures for the year ended December 31, 2008 and 2007 totalled $10.0
million and $2.1 million, respectively. The spending in 2008 was due primarily
to the capitalization of development costs at the Briggs Mine and the
acquisition of the Columbia property claims. Total capital spending for 2009 is
expected to be approximately US$11 million most of which is related to
completion of the Briggs Mine. Additional capital spending will be required to
begin developing the Reward Mine in Nevada, but that mine’s development is
subject to permit and financing completion.
 
 Outstanding
Warrants
 
 The
following table summarizes warrants outstanding as of December 31,
2008:
  Underlying
                
                
                Exercise
      PriceExpiration
      Date
                
                Shares
                
                
                (USD)June
      1, 2009
                
                
                987,360
                
                
                
                4.69May
      25, 2011
                
                
                2,435,294
                
                
                
                2.20Total/average
                
                
                3,422,654
                
                
                $
                2.92
 Surety
Bonds
 
 The
Briggs Mine operates under permits granted by various agencies including 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 US$4.4
million of which US$4.2 million are reclamation bonds supported by a surety. All
surety bonds are subject to annual review and adjustment. Additional reclamation
bonds may be required to fully implement the current mine plan or to expand the
mine plan at the Briggs Mine. These additional bonds may need to be funded with
cash if an agreement cannot be reached with a third party surety.
 
 In
September 2007, Canyon settled a complaint of default with the surety company
supporting the above reclamation bonds. As of March 23, 2009, US$0.5 million
remains to be funded to the collateral account that will be made in two equal
payments in 2009 and 2010. The surety’s request for monies as collateral
represents a reimbursable deposit that is included in restricted cash to support
required future reclamation of the Briggs Mine site and therefore no liability
has been accrued for unfunded collateral.
 
 C.
                US
      GAAP Reconciliation with Canadian
GAAP
 
 In prior
years, 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. This change has been applied retroactively and the
comparative figures in the consolidated financial statements have been
restated.
 
 33
 During
2008, the Company issued options to US employees that were denominated in
Canadian dollars. According to the US GAAP guidance in FASB 123R “Share-Based
Payments”, those options would be classified as liabilities rather than as
equity. This difference between Canadian GAAP and US GAAP is the only
significant difference in 2008. The impact of that difference on the summary
consolidated financial disclosures for the balance sheet, statement of
operations and cash flows is as follows:
  2008
                
                
                2007
                
                
                2006(a)  AssetsTotal
      assets - Canadian GAAP
                
                $
                82,082,200
                
                
                $
                13,487,700
                
                
                $
                15,894,800US
      GAAP adjustment - none
                
                
                -
                
                
                
                -
                
                
                
                -Total
      assets - US GAAP
                
                $
                82,082,200
                
                
                $
                13,487,700
                
                
                $
                15,894,800(b)  LiabilitiesTotal
      liabilities - Canadian GAAP
                
                $
                9,912,900
                
                
                $
                1,075,500
                
                
                $
                534,900US
      GAAP adjustment - option liability
                
                
                279,200
                
                
                
                -
                
                
                
                -Total
      liabilities - US GAAP
                
                $
                10,192,100
                
                
                $
                1,075,500
                
                
                $
                534,900(c)  Shareholders'
      equityTotal
      shareholders' equity - Canadian GAAP
                
                $
                72,169,300
                
                
                $
                12,412,200
                
                
                $
                15,112,900US
      GAAP adjustment - option liability
                
                
                (279,200
                )
                
                
                -
                
                
                
                -Total
      shareholders' equity - US GAAP
                
                $
                71,890,100
                
                
                $
                12,412,200
                
                
                $
                15,112,900(d)
      OperationsNet
      income (loss) - Canadian GAAP
                
                $
                20,315,600
                
                
                $
                (3,348,300
                )
                
                $
                (2,565,800
                )US
      GAAP adjustment - net option expense
                
                
                217,400
                
                
                
                -
                
                
                
                -Net
      income (loss) under U.S. GAAP
                
                $
                20,533,000
                
                
                $
                (3,348,300
                )
                
                $
                (2,565,800
                )(e)
      Earnings per shareBasic
      and diluted income (loss) per share - Canadian GAAP
                
                $
                0.26
                
                
                $
                (0.05
                )
                
                $
                (0.04
                )US
      GAAP adjustment - net option expense
                
                $
                -
                
                
                $
                -
                
                
                $
                -Basic
      and diluted income (loss) per share - US GAAP
                
                $
                0.26
                
                
                $
                (0.05
                )
                
                $
                (0.04
                )(f)
      Cash flows from operating activitiesOperating
      activities - Canadian GAAP
                
                $
                (3,906,500
                )
                
                $
                (1,647,600
                )
                
                $
                (4,705,800
                )US
      GAAP adjustment - net option expense
                
                
                -
                
                
                
                -
                
                
                
                -Operating
      activities - US GAAP
                
                $
                (3,906,500
                )
                
                $
                (1,647,600
                )
                
                $
                (4,705,800
                )(g)
      Cash flows from investing activitiesInvesting
      activities - Canadian GAAP
                
                $
                18,667,700
                
                
                $
                1,346,000
                
                
                $
                (2,700,500
                )US
      GAAP adjustment - none
                
                
                -
                
                
                
                -
                
                
                
                -Investing
      activities - US GAAP
                
                $
                18,667,700
                
                
                $
                1,346,000
                
                
                $
                (2,700,500
                )(h)
      Cash flows from financing activitiesFinancing
      activities - Canadian GAAP
                
                $
                501,400
                
                
                $
                283,600
                
                
                $
                739,700US
      GAAP adjustment - none
                
                
                -
                
                
                
                -
                
                
                
                -Financing
      activities - US GAAP
                
                $
                501,400
                
                
                $
                283,600
                
                
                $
                739,700
 Pro forma
disclosure: The following are pro forma disclosures related to the results of
operations for the years ended December 31, 2008 and 2007 as if the Canyon
Merger had been completed at the beginning of the period:
  34
  2008
                            
                            
                            2007(a)  RevenuesTotal
    revenues
                            
                            $
                            156,800
                            
                            
                            $
                            -Pro forma adjustments - Canyon
      Merger
                            
                            
                            -
                            
                            
                            
                            266,700Total revenues - pro
      forma
                            
                            $
                            156,800
                            
                            
                            $
                            266,700(b) Net income
      (loss)Net income
      (loss)
                            
                            $
                            20,315,600
                            
                            
                            $
                            (3,348,300
                            )Pro forma adjustments - Canyon
      Merger
                            
                            
                            (1,466,700
                            )
                            
                            
                            (6,990,700
                            )Net income (loss) - pro
      forma
                            
                            $
                            18,848,900
                            
                            
                            $
                            (10,339,000
                            )(c) Earnings per
      shareBasic and diluted income (loss)
      per share
                            
                            $
                            0.26
                            
                            
                            $
                            (0.05
                            )Pro forma adjustments - Canyon
      Merger
                            
                            
                            (0.02
                            )
                            
                            
                            (0.09
                            )Basic and diluted income (loss)
      per share - pro forma
                            
                            $
                            0.24
                            
                            
                            $
                            (0.14
                            )
  D.
              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.
 
 E.
              Trend
      Information
 
 During
2008, the Company’s changed its main activity from the exploration of its
mineral properties to the development of its minerals properties. Although the
Company had no gold production during 2008, the Company sold its remaining
interest in the Wolverine property for US$20 million and these types of asset
sales are in the normal course of business for the Company. The Company’s
financial success will be dependent upon its ability to successfully bring the
Briggs Mine into production at a profit during 2009. Additional developments
beyond the Briggs Mine may take years to complete and the amount of resulting
income, if any, is difficult to determine with certainty. The market value of
current assets and future discoveries of mineralized material is largely
dependent upon factors beyond the Company’s control such as metal prices,
availability of financing and many other factors.
 
 The cost
for diesel fuel continues to fluctuate with the market price of oil. Diesel fuel
will 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.
 
 F.           Off-Balance
Sheet Arrangements
 
 As of
December 31, 2008 there were no derivatives outstanding. As of March 23, 2009
the Company has the following gold derivatives outstanding (in
USD):
  Expiry
      DateHedging
      Contract
                
                Strike
      Price
                
                
                2009
                
                
                2010
                
                
                Total
                
                
                Fair
      ValueOwned
      Put Options
                
                $
                800
                
                
                
                3,000
                
                
                
                -
                
                
                
                3,000
                
                
                $
                134,000Sold
      Call Options
                
                $
                1,300
                
                
                
                3,000
                
                
                
                -
                
                
                
                3,000
                
                
                $
                (84,000
                )Forward
      Gold Sales
                
                $
                955
                
                
                
                3,000
                
                
                
                -
                
                
                
                3,000
                
                
                $
                3,000$
                53,000
 The
Company has entered in to a zero cost gold collar and gold forward sales
contracts in early 2009 that all expire in 2009. The purpose of these hedge
positions is to protect the cash flows from gold sales during the second half of
2009. The put and call option contracts are European style options that are
settled net at the expiry date. The options have expiry dates from July to
December at the rate of 500 ounces per month during 2009. The forward gold sales
have a fixed delivery price of US$955 per ounce and expire at a rate of 1,000
ounces per month during the fourth quarter of 2009. All derivative contracts
have counterparty risk and all of the gold derivatives have been placed with a
single counterparty. 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.
  35
  Under the
terms of the zero cost collar hedging contracts, Atna will pay the counterparty
on a contract expiry date if the gold price is above the sold call option strike
price of US$1,300 per ounce. The counterparty will pay the Company on a contract
expiry date if the gold price is below the owned put option strike price of
US$800 per ounce. If the gold price on the contract expiry date falls between
US$800 and US$1,300 per ounce there are no settlement payments required by
either party. Under the terms of the forward gold sale hedging contracts, Atna
will pay the counterparty if the gold price is above the forward price of US$955
per ounce and the counterparty will pay the Company if the gold price is below
US$955 per ounce.
 
 The fair
market value was estimated based on the gold price per once from the London PM
Fix on March 20, 2009 of US$954. The net fair value of the hedge position will
be positive to the Company when gold prices fall and be negative when gold
prices rise relative to the gold price on the date of the previous fair value
calculation. Beginning in the first quarter of 2009, the Company will recognize
fair value these derivative positions.
 
 G.           Tabular
Disclosure of Contractual Obligations
 
 The
Company’s material contractual obligations are as follows:
  Payments
      due by PeriodLess
      than
                
                
                
                
                
                
                
                
                More
      thanTotal
                
                
                1-year
                
                
                1-3
      years
                
                
                3-5
      years
                
                
                5-yearsLong
      term debt obligations
                
                
                1,004,900
                
                
                $
                -
                
                
                $
                1,004,900
                
                
                $
                -
                
                
                $
                -Capital
      lease obligations
                
                
                56,500
                
                
                
                56,500
                
                
                
                -
                
                
                
                -
                
                
                
                -Operating
      lease obligations
                
                
                202,900
                
                
                
                130,400
                
                
                
                72,500
                
                
                
                -
                
                
                
                -Asset
      retirement obligations
                
                
                5,992,100
                
                
                
                753,200
                
                
                
                4,753,600
                
                
                
                66,200
                
                
                
                419,100Total
                
                $
                7,256,400
                
                
                $
                940,100
                
                
                $
                5,831,000
                
                
                $
                66,200
                
                
                $
                419,100
 ITEM
      6.
              DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
 
 A.
                Directors
      and Senior Management
 
 The
members of the board of directors and officers of the Company as at March 31,
2009, are as follows:
 
 Name
      and Position in the Registrant
                  Other
      Principal Directorships
                  Principal
      Business Activities Outside the CompanyDavid
      H. Watkins
                    Executive
      Chairman, and Director
                  Maudore
      Minerals Ltd.; Golden Goose Resources Ltd.; EURO Resources
      S.A.;
                    Commander
      Resources Ltd.; Canplats Resources Corp.; Golden Minerals
      Company
                  NoneJames
      K.B. Hesketh
                    President,
      Chief Executive Officer and Director
                  None
                  NoneWilliam J. Coulter(1,
      2)
                    Director
                  Commander
      Resources Ltd.; Galore Resources Inc.
                  Independent
      InvestorGlen D. Dickson(1
      ,2)
                    Director
                  Gold-Ore
      Resources Ltd.; Red Dragon Resources Ltd.
                  Chairman
      and CEO of Gold-Ore Resources Ltd.David K. Fagin(1,
      2)
                    Director
                  Pacific
      Rim Mining Ltd.; Golden Star Resources Ltd.
                  ConsultantRonald D. Parker(1,
      2)
                    Director
                  None
                  Chief
      Executive Officer of Gammill Inc.William
      R. Stanley
                    Vice
      President – Exploration
                  None
                  NoneDavid
      P. Suleski
                    Vice-President
      and Chief Financial Officer
                  None
                  None
  36
 (1)  Member
of the Audit Committee.
 (2)  Member
of the Compensation Committee.
  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
Watkins was appointed Executive Chairman in January 2009. 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. He graduated with a M.Sc. degree in Geology from
Carleton University in Ottawa, and a B.A. in Geology from Queen's University at
Kingston.
 
 James
Hesketh 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.
Dicksonhas
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 was appointed a director of the Company on March 18,
2008. Mr. Parker was a former Director of Canyon. He joins Atna's 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.
 
 William J.
Coulterhas
been a Director of the Company since 1984.  Mr. Coulter has over 40 years
experience in the mineral resource sector. He has served as founding Director
and has held management positions with numerous junior mining exploration and
hydrocarbon companies, and has extensive experience in financing, mergers and
acquisitions.
 
 David K.
Fagin was appointed a Director of the Company on March 18, 2008. Mr.
Fagin was 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.
 
 37
 William R.
Stanleywas
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.
 
 Mr.
Stanley held increasing levels of responsibility with Homestake Mining Company
from 1979 through 1993 and was responsible for several gold deposit discoveries,
two of which were commercially viable and placed into production by
Homestake.  From 1993 through 2000, he was employed by Cyprus Amax Minerals
Company as its US Exploration Manager where he was responsible for exploration
in the Great Basin, Alaska, and Mexico.  Prior  to joining Atna
in 2004, Mr. Stanley was an independent mining consultant providing services to
both major and junior exploration firms.
 
 David P.
Suleski was appointed Vice President, Chief Financial Officer and
Corporate Secretary of the Company on March 18, 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.
 
 (B)
                Compensation
  38
 
 Name
      and principal position
                    (a)
                  Year
                    (b)
                  Salary
                    ($)
                    (c)
                  Option-based
      awards
                    ($)
                    (3)
                    (e)
                  Non-equity
      incentive plan compensation
                    Annual
      incentive plans
                    ($)
                    (3)
                    (f1)
                  Total
      compensation
                    ($)
                    (i)William
      J. Coulter
                  2008
                  11,312
                  91,350
      (4)
                  nil
                  102,662Glen
      D. Dickson
                  2008
                  11,924
                  91,350
      (4)
                  nil
                  103,274David
      K. Fagin
                  2008
                  13,396
                  29,850
                  nil
                  43,246Ronald
      D. Parker
                  2008
                  10,853
                  29,850
                  nil
                  40,703David
      H. Watkins – Chief Executive Officer
                  2008
                  183,904
                  279,600
                  42,268
                  505,772David
      P. Suleski – Vice President, Chief Financial Officer (1)
                  2008
                  149,240
                  39,800
                  6,727
                  195,767G.
      Ross McDonald - Chief Financial Officer (1)
                  2008
                  24,570
                  -
                  3,900
                  28,470James
      K. B. Hesketh – President, Chief Operating Officer (2)
                  2008
                  239,850
                  204,600
                  9,173
                  453,623William
      R. Stanley  – Vice President, Exploration
                  2008
                  140,243
                  214,800
                  25,728
                  380,771
 
 (1)
                G.
      Ross McDonald resigned as Chief Financial Officer of the Company on March
      18, 2008. David P. Suleski was appointed as Chief Financial Officer on
      March 18, 2008.
 (2)
              James
      K. B. Hesketh served on the Atna Board of Directors prior to the Canyon
      Merger and was granted 125,000 options as a director of the Company. The
      fair value of those options was included in column (e) at a fair value of
      $0.492 per option for a total of
$61,500.
 (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.
 (4)
              Mr.
      Coulter and Mr. Dickson each received two option grants during 2008 one in
      January and one in December due to a change in the timing of the annual
      director grants. In the past, director grants were granted in January. In
      2008 annual director grants were granted in December and in the future we
      expect that the annual director grants will be granted in
      December.
 
 The
following 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, 2008:
 
 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.
 
 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. In the absence of instructions to the contrary, the enclosed proxy will be
voted for the nominees listed below.
 
 39
 MANAGEMENT
DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A
DIRECTOR. IF, PRIOR TO THE MEETING, ANY VACANCIES OCCUR IN THE SLATE OF NOMINEES
LISTED BELOW, IT IS INTENDED THAT DISCRETIONARY AUTHORITY WILL BE EXERCISED BY
THE PERSON NAMED IN THE PROXY AS NOMINEE TO VOTE THE SHARES REPRESENTED BY PROXY
FOR THE ELECTION OF ANY OTHER PERSON OR PERSONS AS DIRECTOR.
 
 The
following sets out the names of the nominees for election as directors, the
province or state and country in which each is ordinarily resident, all offices
of the Company now held by each, their principal occupations, the period of time
for which each has been a Director of the Company, other reporting issuer
directorships held and the number of voting common shares of the Company
beneficially owned by each, directly or indirectly, or over which control or
direction is exercised, as at the date hereof.
 
 Name
      and Office
                  Held
      with the Company, and Province and Country of Residence
                Present Principal
      Occupation(1)
                Director
      Since
                Voting
      Securities Beneficially
                  Owned(2)Nominees
      for Election whose terms of office, if elected, will expire at the Annual
      General Meeting in 2010William
      J. Coulter(3,4)
                  British
      Columbia, Canada
                Independent
      Investor; Binjas Holdings Ltd. and The Jay Willy Trading Co.
      Ltd.
                June
      1984
                190,000(5)James
      K.B. Hesketh
                  President
      and Chief Executive Officer
                  Colorado,
      United States
                President
      & Chief Executive Officer of the Company; former President and Chief
      Executive Officer, Canyon
                September
      2001
                137,400David
      K. Fagin(3,4,6)
                  Colorado,
      United States
                Consultant;  Director
      of Pacific Rim Mining Ltd. and Golden Star Resources Ltd.
                March
      2008
                31,754Ronald
      D. Parker(3,4,6)
                  Missouri,
      United States
                Chief
      Executive Officer of Gammill Inc.
                March
      2008
                20,426Glen
      D. Dickson, (3,4)
                  British
      Columbia, Canada
                Geologist;
      Chairman and Chief Executive Officer, Gold-Ore Resources
    Ltd.
                December
      2002
                25,000Directors
      whose terms of office will expire at the Annual General Meeting in
      2010David
      H. Watkins (7)
                  Executive
      Chairman
                  British
      Columbia, Canada
                Geologist;
      Executive Chairman of the Company
                March
      2000
                1,274,880
  (1)
                Unless
      otherwise stated above, each of the above named directors has held the
      principal occupation or employment indicated for at least five
      years.
 (2)
                In
      aggregate, the Director and officers of the Company owns directly,
      indirectly or beneficially, or exercise control or direction over, a total
      of 1,994,109 voting common shares of the Company. This figure represents
      approximately 2.4% of the total number of issued and outstanding common
      shares of the Company as at March 31, 2009.  These figures, not
      being within the knowledge of the Company, have been furnished by each of
      the respective Directors and officers. This column shows the common shares
      of the Company beneficially owned, directly or indirectly, or over which
      control or direction is exercised as of March 31,
  2009.
  40
 (3)
                Member
      of the Audit Committee.
 (4)
                Member
      of the Compensation
Committee.
 (5)
                35,000
      of these shares are registered in the name of Binjas Holdings Ltd. a
      nonreporting company, controlled by William J.
  Coulter.
 (6)
                Appointed
      as a director of the Company on March 18, 2008 subsequent to the closing
      of the Canyon Merger.
 (7)
                Although
      the articles of the Company now provide for the election of directors for
      a one-year term expiring at the following annual general meeting, prior to
      the articles being amended Mr. Watkins was elected to a three year term as
      director of which he has served two years of the
  term.
 
 Termination
of Employment, Change in Responsibilities and Employment Contracts
 
 During
the most recently completed financial year, as a result of the Canyon Merger
during 2008, the Company entered into employment and change of control
agreements on March 18, 2008 (the “Employment Agreements”) with each of James K.
B. Hesketh and David P. Suleski.
 
 Upon
completion of the Canyon Merger, Mr. James Hesketh, the President, CEO and a
director of Canyon, became Atna’s President and Chief Operating Officer and
entered into an employment and change of control agreement with Atna. Upon
completion of the Canyon Merger, Mr. David Suleski, Chief Financial Officer,
Vice President, Treasurer and Corporate Secretary of Canyon, became Atna’s Vice
President and Chief Financial Officer and also entered into an employment and
change of control agreement with Atna.
 
 The
following summary of the Employment Agreements of Mr. Hesketh and Mr. Suleski is
qualified in its entirety by reference to the form of Employment Agreement as
filed on Form F4/A with EDGAR. The Employment Agreement will terminate two years
after the closing of the Canyon Merger, unless terminated sooner pursuant to
terms 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,
(ii) a severance payment equal to the sum of two times the employee’s annual
salary plus two times the employee’s average annual bonus received during the
preceding two completed calendar years, in the case of Mr. Hesketh, and a
severance payment equal to the sum of 1.5 times the employee’s annual salary
plus 1.5 times the employee’s average annual bonus received during the preceding
two completed calendar years, in the case of Mr. Suleski, (iii) vesting of all
equity awards that vest based on time, (iv) possible performance-based equity
and long-term incentive awards, (v) all other allowable rights under any
compensatory or benefit plan, and (vi) continuation of health insurance coverage
for a period of one year for the employee and the employee’s spouse and
dependent children at Atna’s expense upon timely COBRA election (collectively,
“Severance Compensation”). If Atna makes a material reduction in the employee’s
annual salary, the employee may terminate their employment with Atna for good
cause and receive the same compensation listed above for termination of
employment without cause.
 
 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 (unless that
employee served as an executive assistant to the employee in question). The
covenant not to compete also prohibits the employee from inducing any customers
of Atna to curtail or cancel their business with Atna, inducing any Atna
employee to terminate their employment with Atna, or assisting any third party
in soliciting any employee of Atna.
 
 If there
is a Change of Control (as defined in the Employment Agreement and including
transactions such as certain mergers or a sale of all or substantially all of
Atna’s assets), Atna will make a lump sum cash payment to the employee equal to
the sum of two times the employee’s annual salary and average annual bonus, in
the case of Mr. Hesketh, and 1.5 times the employee’s annual salary and average
annual bonus, in the case of Mr. Suleski, both as calculated using the
immediately preceding calendar years. If the employee receives compensation
pursuant to a Change in Control, the employee will not be entitled to receive
Severance Compensation (other than any accrued compensation) unless at least one
year elapsed between the time that the employee received compensation pursuant
to the Change in Control and the time that Atna terminates the employment of the
employee without cause or the employee terminates employment for good reason.
Atna is also obligated to pay a tax gross-up payment to cover certain taxes
which may be incurred in connection with a change of control.
 
 41
 The
Company entered into change in control agreements on January 11, 2007 (the
“Control Agreements”) with each of David H. Watkins and William R.
Stanley.  For the purposes of the Control Agreements, a “change of
control” is deemed to have occurred in the following circumstances:
 
 ·
              The
      acquisitions by any person or any group of persons acting jointly or in
      concert (as defined in the Securities Act (British Columbia)) whether
      directly or indirectly, of voting securities of the Company which,
      together with all other voting securities of the Company held by such
      person or persons, constitutes, in the aggregate, more than 35% of all
      outstanding voting securities of the
Company;
  ·
              The
      sale, lease, or other disposition of all or substantially all of the
      assets of the Company to another person other than a subsidiary of the
      Company; or
  ·
              An
      amalgamation, arrangement or other form of business combination of the
      Company with another company which results in the holders of voting
      securities of that other company holding in the aggregate more than 35% of
      all of the outstanding voting securities of the company resulting from the
      business combination.
  Pursuant
to the terms of the Control Agreements, upon the occurrence of both a change in
control and the termination of employment within 12 months following the change
in control, other than for cause, or resignation from employment from the
Company for good reason (as defined in the Control Agreements), the terminated
or resigning party will be entitled to a termination payment that will include a
payment of: (i) two times the annual base salary; (ii) two times the annual
bonus; and (iii) all vacation pay due and any unpaid bonus’ as at the last day
of employment. Mr. Watkins is also entitled to two times the annual cost to the
Company of all benefits received as at the last day of employment, or the
Company may, at its option, continue such coverage for a 24-month
period.
 
 Salary
payments related to the above agreements are based on the current salary at the
time of the event. The bonus payment is based on the any payment received from
the previous year. 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 2009 the following estimated payments would be
required:
 
 Name
              Employment
      Contract Payment ($)David
      W. Watkins
              542,000James
      K.B. Hesketh
              1,063,000David
      P. Suleski
              409,000William
      R. Stanley
              531,000
 
 
 Description
      of Board Committees
 
 The Board
has established two full-time committees, an Audit Committee and a 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:
 
 Audit Committee
Charter
 
 Purpose
 
 42
 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 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.
 
 Committee
Membership
 
 The Audit
Committee of the Board of Directors (the “Board”) shall consist of at least
three directors.  Each member of the Audit Committee shall meet the
listing standards relating to independence of the Toronto Stock Exchange (the
“Exchange”) and all other applicable regulatory authorities.  Under
the Sarbanes-Oxley Act, at least one member of the Committee must be a
“financial expert”, whose qualifications include financial literacy,
independence and accounting or related financial expertise.  The Audit
Committee shall report to the Board.  A majority of the members of the
Committee shall constitute a quorum.  The members of the Audit
Committee shall be appointed and replaced by the Board.
 
 Meetings
and Procedures
 
 The Audit
Committee shall convene at least four times a year.
 
 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 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 financial statements and quarterly
      financial statements with management and the
  auditor.
 9.
              Have
      the authority to engage independent counsel and other advisers as it
      determines necessary to carryout its duties.  The Company shall
      provide for appropriate funding, as determined by the Audit Committee,
      in
 its
      capacity as a committee of the Board, for payment of compensation to any
      advisers employed by the Audit committee and to the auditor employed by
      the Company for the purpose of rendering or issuing an audit
      report.
 10.
              Discuss
      with management and the auditor the Company’s policies with respect to
      risk assessment and risk
management.
 43
  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 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.
 
 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 Toronto Stock Exchange and all other applicable regulatory
authorities.  The Compensation Committee shall report to the
Board.  A majority of the members of the Compensation Committee shall
constitute a quorum.  The members of the Compensation Committee shall
be appointed and replaced by the Board.
 
 Committee
Authority and Responsibilities
 
 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.
 
 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.
  44
  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, 2008, the Company had approximately 41 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
              8
              2Executive
      office
              Vancouver
      Canada
              1
              -Briggs
      Mine
              California
      USA
              28
              2Kendall
      Reclamation Site
              Montana
      USA
              4
              -
 
 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 31, 2009:
 
 Name
                #
      of Common Shares Held
                Number
      of Stock Options
                Exercise
      Price
                  $
                Expiry
      DateDavid
      H. Watkins
                1,274,880
                183,000
                  200,000
                  400,000
      (1)
                1.36
                  1.36
                  0.45
                Jan
      11/2010
                  Jan
      24/2011
                  Dec
      17/2013William
      J. Coulter
                200,000
                91,500
                  125,000
                  150,000
      (1)
                1.36
                  1.36
                  0.45
                Jan
      11/2010
                  Jan
      24/2011
                  Dec
      17/2013Glen
      D. Dickson
                25,000
                91,500
                  125,000
                  150,000
      (1)
                1.36
                  1.36
                  0.45
                Jan
      11/2010
                  Jan
      24/2011
                  Dec
      17/2013David
      K. Fagin
                31,754
                64,000
      (2)
                  150,000
      (1)
                1.32
                  0.45
                Mar
      18/2012
                  Dec
      17/2013Ronald
      D. Parker
                20,426
                64,000
      (2)
                  150,000
      (1)
                1.32
                  0.45
                Mar
      18/2012
                  Dec
      17/2013James
      K.B. Hesketh
                137,400
                91,500
                  125,000
                  196,800
                  400,000
      (1)
                1.36
                  1.36
                  1.32
                  0.45
                Jan
      11/2010
                  Jan
      24/2011
                  Mar
      18/2012
                  Dec
      17/2013William
      R. Stanley
                285,000
                152,500
                  175,000
                  200,000
                1.36
                  1.36
                  0.45
                Jan
      11/2010
                  Jan
      24/2011
                  Dec
      17/2013David
      P. Suleski (3)
                54,649
                118,400
      (2)
                  200,000
      (1)
                1.32
                  0.45
                Mar
      18/2012
                  Dec
      17/2013G.
      Ross McDonald (3)
                30,000
                -
                -
                -
 (1)
              This
      option grant is 50 percent vested as of March 31, 2009. The unvested
      options vest 50 percent on each anniversary date over the next two
      years.
 (2)
              These
      options were granted at the merger date to replace outstanding Canyon
      options.
 (3)
              G.
      Ross McDonald resigned as Chief Financial Officer of the Company on March
      18, 2008. David P. Suleski was appointed as Chief Financial Officer on
      March 18, 2008.
  45
 Incentive
Stock Options Plan
 
 The
Company has a stock option plan in place (the “2007 Plan”).  The 2007
Plan was established in 2007 to provide incentive to provide incentive to
qualified parties to increase their proprietary interest in the Company and
thereby encourage their continuing association with the Company.  Key
provisions of the 2007 Plan include:
 
 (a)
              the
      maximum number of common shares issuable pursuant to options granted under
      the 2007 Plan will be a number equal to 10% of the issued and outstanding
      common shares on a non-diluted basis at any
  time;
  (b)
              a
      restriction that no more than 10% of the total number of issued and
      outstanding common shares on a non-diluted basis may be issuable to
      insiders of the Company pursuant to options granted to insiders under the
      2007 Plan;
  (c)
              a
      restriction that no more than 10% of the total number of issued and
      outstanding common shares  on a non-diluted basis are issued to
      insiders of the Company within any one-year period pursuant to options
      granted to insiders under the 2007
Plan;
  (d)
              the
      option price per common share is to be determined by the Board of
      Directors provided that such exercise price is not less than the market
      price on the date of grant of such options or such other minimum price as
      may be required by the TSX;
  (e)
              the
      vesting period of all options shall be determined by the
      Board;
  (f)
              options
      may be exercisable for a period of up to a maximum term of five years,
      subject to a blackout period allowance, such period to be determined by
      the Board of Directors of the Company, and the options are
      non-transferable;
  (g)
              options
      held by individuals who are terminated without cause are subject to an
      accelerated expiry term for those options which requires that options held
      by those individuals expire on the earlier of: (a) the original expiry
      term of such options; (b) 30 days after the Optionee ceases active
      employment with the Company; or (c) 30 days after the date of delivery of
      written notice of retirement, resignation or
  termination;
  (h)
              options
      held by an individual who ceases to be employed by the Company for cause
      or is removed from office or becomes disqualified from being a director
      will terminate immediately;
  (i)
              options
      which expire unexercised or are otherwise cancelled will be returned to
      the 2007 Plan and may be made available for future option grant pursuant
      to the provisions of the 2007 Plan;
  (j)
              optionees
      may, rather than exercise their options, elect to terminate such option,
      in whole or in part, and receive either an equivalent number of common
      shares or cash payment in lieu thereof;
and
  (k)
              the
      Board may, from time to time, subject to applicable law and the prior
      approval, if required, of the TSX or any other applicable regulatory body,
      suspend, terminate, discontinue or amend the 2007 Plan and the Board may
      amend the 2007 Plan or options granted under it without shareholder
      approval.
  46
  Maximum
Shares Available
  The
maximum number of common shares of Atna that may be issuable under the 2007 Plan
is a number equal to 10% of the number of issued and outstanding common shares
of Atna on a non-diluted basis at any time. As of March 31, 2009 the maximum
number of options underlying common shares was 8,329,113.
  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 2007 Plan restricts the
maximum number of common shares of Atna that under the 2007 Plan are issued, or
that may be issuable, to insiders (as defined under applicable securities
law).  Under the 2007 Plan, no more than 10% of the total number of
issued and outstanding common shares on a non-diluted basis may
be:  (i) issuable to insiders of Atna pursuant to options granted
to insiders under the 2007 Plan; or (ii) issued to insiders of Atna within
any one year period pursuant to options granted to insiders under the 2007 Plan,
in both cases together with all of Atna’s previously established and outstanding
or proposed share compensation arrangements.
  Share
Appreciation Rights
  The 2007
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
2007 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 2007 Plan provide that the Board of Directors of Atna
may, from time to time, subject to the 2007 Plan, applicable law and the prior
approval, if required, of the TSX or any other regulatory body having authority,
or of the shareholders of Atna, suspend, terminate, discontinue or amend the
2007 Plan.  The Board may not amend the 2007 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 2007 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.
  47
  Legal
Proceedings
  Atna has
no material legal proceedings.
  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.
  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 affect 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 (ie. 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.
  48
  Quantitative
and Qualitative Disclosures of Market Risk
 
 Refer to
the discussion of quantitative and qualitative disclosures of market risk in
Item 11.
  ITEM
      7.
              MAJOR
      SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS
 
 A.
              Major
      Shareholders
 
 To the
knowledge of the Directors and senior officers of the Company, and based upon
the Company’s review of the records maintained by Computershare Trust Company of
Canada, electronic filings with the System for Electronic Document Analysis and
Retrieval (“SEDAR”) and insider reports filed with System for Electronic
Disclosure by Insiders (SEDI), as at March 31, 2009, only the following
shareholder beneficially owned, directly or indirectly, or exercised control or
direction over more than 10% of the voting rights attached to the common shares
of the Company:
 
 Name
                Number
      of Shares
                Percentage
      of Outstanding SharesAnglo
      Pacific Group plc
                  London,
      England
                13,719,500
                16.5%
 
 The
above-named shareholder did not possess voting rights different from those of
other Company shareholders.
 
 Tabled
below is the distribution of the registered shareholders of the Company at
December 31, 2008, as provided by the Company’s transfer agent:
 Country
                Total
      Holders
                %
                Total
      Holdings
                %Canada
                37
                13
                62,921,015
                76USA
                230
                85
                20,119,205
                24Other
      Countries
                5
                2
                250,913
                0
 
 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 indebted to the Company since the beginning of the last financial year of
the Company.
 
 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.
  49
 Neither
the aforementioned person, nor any director, officer, employee nor partner, as
applicable, of the aforementioned company or partnership 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
      Statements and Other Financial Information Financial
      Statements
 
 Attached
hereto as Exhibit 15.1 (i) to (vi) are the audited financial statements of the
Company for the fiscal years ended December 31, 2007 and 2006.  The
financial statements are accompanied by auditors' reports and related
notes.  See “Item 17. Financial Statements”.
 
 Legal
Proceedings
 
 Not
applicable.
 
 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
 
 Mineral Property
- Exploration Costs: 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. This change has been applied retroactively and the comparative figures
in the consolidated financial statements have been restated. The effect of this
change on the restated consolidated balance sheet as of December 31, 2007 and
2006, is to decrease mineral properties and increase accumulated deficit by
$16.0 million and $17.9 million, respectively. The effect of this change on the
restated consolidated statements of operations for the year ended December 31,
2007 and 2006, is to (decrease) increase net loss by ($1.9) million and $1.8
million, respectively; and the restated net loss per share (decreased) increased
by ($.02) and $0.03,respectively.
 
 Recent
Accounting Pronouncements
 
 The
following describes any recently issued accounting standard 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, the 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 Company will evaluate
the impact of Section 1582 to the financial statements beginning on January 1,
2010.
 
 Section
1601 – Consolidated Financial Statements – In January 2009, the 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 Company will evaluate the impact of Section 1601 to
the financial statements beginning on January 1, 2010.
 
 50
 Section
1602 – Non-Controlling Interests – In January 2009, the CICA issued Section
1602, which, together with new Section 1601, replaces Section 1600 and
establishes standards for accounting for a non-controlling interest in a
subsidiary in consolidated financial statements subsequent to a business
combination.   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
1602 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 Consolidated Financial Statements,
Section 1601.  The company presently has no reporting entities that contain
minority interest ownership.
 
 Section
3064 - Goodwill and Intangibles - In January 2008, the CICA issued Section 3064.
This section establishes standards for the recognition, measurement,
presentation and disclosure of goodwill, subsequent to the initial recognition,
and intangible assets by profit-oriented enterprises. This section applies to
annual and interim financial statements relating to fiscal years beginning on or
after October 1, 2008. Earlier adoption is encouraged.  The Company
does not believe this new standard will have an effect on its financial
position, results of operations or cash flows.
 
 Section
3031 – Inventories – In June 2007, the CICA issued Section 3031 replacing
Section 3030. The section provides guidance with respect to the determination of
cost and requires inventories to be measured at the lower of cost and net
realizable value. The reversal of previous write-downs to net realizable value
when there is a subsequent increase in the value of inventories is now required.
The cost of the inventories should be based on a first-in, first-out or a
weighted average cost formula. Techniques used for the measurement of cost of
inventories, such as the standard cost method, may be used for convenience if
the results approximate cost. The new standard also requires additional
disclosures including the accounting policies used in measuring inventories, the
carrying amount of the inventories, amounts recognized as an expense during the
period, write-downs and the amount of any reversal of any write-downs recognized
as a reduction in expenses. The adoption of this section had no material impact
on the Company’s consolidated financial statements.
 
 Section
1535 - Capital Disclosures - In February 2007, the CICA issued Handbook Sections
1535, “Capital Disclosures”, which requires the disclosure of both qualitative
and quantitative information that provides users of financial statements with
information to evaluate the entity’s objectives, policies and processes for
managing capital. The new section is effective for years beginning on or after
October 1, 2007. The Company has implemented the new disclosures in footnote
number 15.
 
 Section
3862 - Financial Instruments - In February 2007, the CICA issued two new
standards, Section 3862 “Financial Instruments Disclosures” and Section 3863
“Financial Instruments Presentation” These sections will replace the existing
Section 3861 “Financial Instruments Disclosure and Presentation.” Section 3862
provides users with information to evaluate the significance of the financial
instruments of the entity’s financial position and performances, nature and
extent of risks arising from financial instrument, and how the entity manages
those risks. Section 3863 deals with the classification of financial
instruments, related interest, dividends, losses and gains, and the
circumstances in which financial assets and financial liabilities are offset.
The new sections are effective for years beginning on or after October 1, 2007.
The Company has implemented this requirement in its consolidated financial
statements and footnotes.
 
 International
Financial Reporting Standards (“IFRS”) - In 2006, the Canadian Accounting
Standards Board (“AcSB”) published a new strategic plan that will significantly
affect financial reporting requirements for Canadian companies. The AcSB
strategic plan outlines the convergence of Canadian GAAP with IFRS over an
expected five year transitional period. In February 2008 the AcSB announced that
2011 is the changeover date for publicly-listed companies to use IFRS, replacing
Canada’s own GAAP. The date is for interim and annual financial statements
relating to fiscal years beginning on or after January 1, 2011.
 
 51
 US
Standards
 
 The
Financial Accounting Standards Board (“FASB”) has issued FASB Statement No. 162,
“The Hierarchy of Generally Accepted Accounting
Principles”.  Statement 162 is effective November 15, 2008 and is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. GAAP for
nongovernmental entities.
 
 In
February 2007, FASB issued Statement No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”(“SFAS 159”). This Statement is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provisions of FASB Statement No. 157, Fair Value Measurements.This
Statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with
the Board’s long-term measurement objectives for accounting for financial
instruments. The Company adopted SFAS No. 159 on January 1, 2008 and the
adoption did not have an impact on the reconciliation to US GAAP.
 
 In
September 2006, FASB issued Statement No. 157, “Fair Value Measurements”(SFAS
157”). This standard provides guidance for using fair value to measure assets
and liabilities.  SFAS 157 applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value but does not
expand the use of fair value in any new circumstances.  The standard
clarifies that for items that are not actively traded, fair value should reflect
the price in a transaction with a markets participant, including an adjustment
for risk.  Under SFAS  157, fair value refers to the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants in the market which the
reporting entity transacts.  This Statement is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. Earlier application is encouraged,
provided that the reporting entity has not yet issued financial statements for
that fiscal year, including financial statements for an interim period within
that fiscal year. The Company adopted SFAS 157 on January 1, 2008 and the
adoption did not have an impact on the reconciliation to US GAAP.
 
 In
December 2007, the FASB issued Statement No. 141 (revised 2007), “Business
Combinations” (“SFAS 141R”), which significantly changes the ways companies
account for business combinations and will generally require more assets
acquired and liabilities assumed to be measured at their acquisition date fair
value. Under SFAS 141R, legal fees and other transaction-related costs are
expensed as incurred and are no longer included in goodwill as a cost of
acquiring the business. SFAS 141R also requires, among other things, acquirers
to estimate the acquisition date fair value of any contingent consideration and
to recognize any subsequent changes in the fair value of contingent
consideration in earnings. In addition, restructuring costs the acquirer
expected, but was not obligated to incur, will be recognized separately from the
business acquisition. SFAS 141R is effective for the Company’s fiscal year
beginning July 1, 2009, and is to be applied prospectively. The Company will
evaluate the impact of SFAS 141R to the reconciliation to US GAAP beginning on
January 1, 2010.
 
 In
December 2007, the FASB issued Statement No. 160, “Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).
SFAS 160 requires all entities to report non-controlling interests in
subsidiaries as a separate component of equity in the consolidated financial
statements. SFAS 160 establishes a single method of accounting for changes in a
parent’s ownership interest in a subsidiary that do not result in
deconsolidation. Companies will no longer recognize a gain or loss on partial
disposals of a subsidiary where control is retained. In addition, in partial
acquisitions, where control is obtained, the acquiring company will recognize
and measure at fair value 100 percent of the assets and liabilities, including
goodwill, as if the entire target company had been acquired. SFAS 160 is
effective for the Company’s fiscal year beginning July 1, 2009, and is to be
applied prospectively. The Company will evaluate the impact of SFAS 160 to the
reconciliation to US GAAP beginning on January 1, 2010.
 
 In March
2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No. 133”
(“SFAS 161”). SFAS 161 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. SFAS 161 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. SFAS 161 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 Company
will evaluate the impact of SFAS 161 to the reconciliation to US GAAP beginning
on January 1, 2010.
 
 52
 In May
2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”). SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with US generally accepted accounting principles for
nongovernmental entities. SFAS 162 is effective 60 days following the approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
“The Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles”. The Company does not expect a significant impact on the
reconciliation to US GAAP due to SFAS 162.
 
 In June
2008, the FASB ratified EITF 07-5, “Determining Whether an Instrument (or
Embedded Feature) is Indexed to an Entity’s Own Stock” EITF 07-5 provides
guidance in determining whether or not derivative financial instruments are
indexed to a company’s own stock. It is effective the fist fiscal year beginning
after December 15, 2008, including interim periods within those fiscal
years.  The Company will adopt EITF 07-5 on January 1, 2009 and
expects a significant impact on its US GAAP reconciliation.
 
 In
October 2008, the FASB issued FSP FAS 157-3 “Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active”. FSP FAS 157-3
clarifies the application of FASB Statement No. 157 “Fair Value Measurements”.
FAS FSP 157-3 is effective as of the issuance date.  The Company does
not expect a significant impact on the reconciliation to US GAAP due to FSP FAS
157-3.
 
 ITEM
9.  THE OFFERING AND
LISTING
 
 A.
              Offer
      and Listing Details
 
 The high
and low closing prices in Canadian Dollars for the Company’s common stock on the
Toronto Stock Exchange are set forth below.
 
 For
the five most recent full financial years: the annual high and low market
prices:
 
 High - $
                        
                        
                        Low - $2004
                        
                        
                        0.95
                        
                        
                        
                        0.292005
                        
                        
                        2.29
                        
                        
                        
                        0.572006
                        
                        
                        2.41
                        
                        
                        
                        0.952007
                        
                        
                        1.93
                        
                        
                        
                        1.292008
                        
                        
                        1.75
                        
                        
                        
                        0.31
 
 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
      2007First
      Quarter, ended 03/31/07
                        
                        
                        1.71
                        
                        
                        
                        1.29Second
      Quarter, ended 06/30/07
                        
                        
                        1.65
                        
                        
                        
                        1.31Third
      Quarter, ended 09/30/07
                        
                        
                        1.93
                        
                        
                        
                        1.34Fourth
      Quarter, ended 12/31/07
                        
                        
                        1.91
                        
                        
                        
                        1.40Fiscal
      2008First
      Quarter, ended 03/31/08
                        
                        
                        1.75
                        
                        
                        
                        1.24Second
      Quarter, ended 06/30/08
                        
                        
                        1.19
                        
                        
                        
                        0.71Third
      Quarter, ended 09/30/08
                        
                        
                        0.73
                        
                        
                        
                        0.43Fourth
      Quarter, ended 12/31/08
                        
                        
                        0.59
                        
                        
                        
                        0.31Fiscal
      2009Period
      ended 03/19/09
                        
                        
                        0.84
                        
                        
                        
                        0.51
  53
  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
      1-19, 2009
                    
                    
                    0.70
                    
                    
                    
                    0.57
                    
                    
                    
                    70,649February-09
                    
                    
                    0.80
                    
                    
                    
                    0.64
                    
                    
                    
                    139,879January-09
                    
                    
                    0.84
                    
                    
                    
                    0.51
                    
                    
                    
                    74,829December-08
                    
                    
                    0.59
                    
                    
                    
                    0.32
                    
                    
                    
                    127,262November-08
                    
                    
                    0.42
                    
                    
                    
                    0.32
                    
                    
                    
                    117,475October-08
                    
                    
                    0.47
                    
                    
                    
                    0.31
                    
                    
                    
                    174,432September-08
                    
                    
                    0.65
                    
                    
                    
                    0.43
                    
                    
                    
                    134,648
 
 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 Toronto
Stock Exchange under the symbol “ATN” since March 14, 1996.  The
Company is also listed on the electronic pink sheets in the U.S. under the
symbol “ATNAF”. In addition, the Company’s common shares were listed and traded
on the Vancouver Stock Exchange on September 12, 1986, however, at the request
of the Company, due to relatively low trading volumes, they were de-listed from
trading on the Vancouver Stock Exchange on January 31, 1997.
 
 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.
 
 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
 
 A.
              Share
      Capital
 
 The table
presented below reports on the current authorized capital of the
Company.
 
 Designation
      of Security
                Authorized
                Outstanding
      as at Dec. 31, 2008
                Outstanding
      as at March 31, 2009Common
      Shares without par value
                Unlimited
                83,291,133
      shares
                83,291,133
      sharesPreferred
      Shares without par value
                Unlimited
                Nil
                Nil
  54
  As at
March 31, 2009, the Company had outstanding stock options to purchase a total of
4,564,640 common shares, exercisable at prices ranging from $0.45 to $1.36 per
share prior to December 17, 2013.
 
 The
following table sets out a history of the Company's share capital for the three
most recently completed fiscal years to the date of this document:
 
 2008
                
                2007
                
                2006Number
      of
                  Shares
                
                Amount
                  $
                
                Number
      of
                  Shares
                
                Amount
                  $
                
                Number
      of
                  Shares
                
                Amount
                  $Opening
      balance
                64,722,600
                
                61,217,300
                
                64,176,800
                
                60,839,300
                
                55,429,000
                
                51,286,100Issued
      for:Private
      placement
                -
                
                -
                
                -
                
                -
                
                7,450,000
                
                8,730,600Warrants
                -
                
                -
                
                -
                
                -
                
                502,800
                
                362,800Exercise
      of stock options
                850,000
                
                766,900
                
                545,800
                
                378,000
                
                795,000
                
                459,800Canyon
      Merger
                17,114,200
                
                29,612,900
                
                -
                
                -
                
                -
                
                -Property
      purchase
                604,300
                
                496,700
                
                -
                
                -
                
                -
                
                -Closing
      balance
                83,291,100
                
                92,093,800
                
                64,722,600
                
                61,217,300
                
                64,176,800
                
                60,839,300
 
 B.
              Memorandum
      and Articles of Association
 
 The
Company was incorporated as Atna Resources Ltd. under the Province of British
Columbia Company
Act by registration of a Memorandum and Articles.  On April 12,
1996, the Company adopted a revised Memorandum pursuant to which the authorized
capital was increased from 20,000,000 to 100,000,000 common
shares.  On May 20, 2003, the Company adopted a revised Memorandum
pursuant to which the authorized capital was altered and increased to
150,000,000 Shares, divided into 100,000,000 Common Shares without par value and
50,000,000 Preferred Shares without par value.  The said Common and
Preferred Shares shall have attached thereto the Special Rights and Restrictions
as set forth in the Articles of the Company.  On April 14, 2005, the
Company adopted the Business
Corporations Act (British Columbia) (the “BCBCA”) as legislated by the
Province of British Columbia on March 29, 2004.  Under the BCBCA, the
Company adopted new Articles consistent with the terms and provisions of the
BCBCA pursuant to which the authorized capital was increased to an unlimited
amount.
 
 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.
 
 2007
 
 In May
2007, the Company terminated the option agreements it had to acquire an interest
in the Beowawe project, Nevada.
 
 The
Company and Canyon executed an Agreement and Plan of Merger date November 16,
2007, whereby Atna would acquire all of the issued and outstanding shares of
common stock of Canyon at an exchange ratio of 0.32 shares of Atna for each
share of Canyon.
 
 2008
 
 55
 The
Company entered into an Option Agreement dated February 15, 2008, whereby Golden
Predator Mines US Inc. shall assume Canyon’s interest in the advanced stage
Adelaide and Tuscarora gold exploration properties located in Humboldt and Elko
Counties in Nevada.
 
 The
Company entered into a Employment Agreements dated March 18, 2008 with James
K.B. Hesketh and David P. Suleski  as detailed in Item 6 C. under the
heading “Termination of
Employment, Change in Responsibilities and Employment
Contracts”.
 
 The
Company entered into a Patented Mining Claims Purchase and Exchange Agreement
dated May 30, 2008 with various sellers of patented mining claims for the
Columbia gold property in Montana. Details were disclosed in the June 16, 2008
Company press release that was filed on SEDAR and EDGAR.
 
 The
Company entered a Royalty Purchase and Sale Agreement dated September 3, 2008 to
sell its portfolio of royalty interests for US$20 million to International
Royalty Corporation. The royalty package comprises four royalty interests,
including a sliding scale precious metal net smelter return royalty on the
Wolverine Project located in the Yukon Territory; a 3 percent NSR royalty on
portions of the McDonald gold property in Montana and royalty interests on
properties in the Dominican Republic and Argentina. Details were disclosed in
the September 4, 2008 Company press release that was filed on SEDAR and
EDGAR.
 
 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.
 
 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 Internal Revenue Code of 1986, as amended (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
 
 56
 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 SpecialU.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.
 
 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 thanU.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
 
 57
 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, 2009, 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.
 
 As
discussed below, the Company reasonably believes that it was a “passive foreign
investment company” for the taxable year ended December 31, 2007 but not for the
tax year ended December 31, 2008.  (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.  A U.S. Holder that
does not convert foreign currency received as a distribution into U.S. dollars
on the date of receipt generally will have a tax basis in such foreign currency
equal to the U.S. dollar value of such foreign currency on the date of
receipt.  Such a U.S. Holder generally will recognize ordinary income
or loss on the subsequent sale or other taxable disposition of such foreign
currency (including an exchange for U.S. dollars).
 
 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.
 
 58
 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 (including “passive income,” “high
withholding tax interest,” “financial services income,” “general income,” and
certain other categories of income).  Dividends paid by the Company
generally will constitute “foreign source” income and generally will be
categorized as “passive income” or, in the case of certain U.S. Holders,
“financial services income.”  However, for taxable years beginning
after December 31, 2006, the foreign tax credit limitation categories are
reduced to “passive income” and “general income” (and the other categories of
income, including “financial services income,” are eliminated).  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.
 
 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%, 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.
 
 59
 Controlled
Foreign Corporation
 
 The
Company generally will be a “controlled foreign corporation” under
Section 957 of the Code (a “CFC”) if more than 50% 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% or more of the total voting power of the outstanding shares
of the Company (a “10% Shareholder”).
 
 If the
Company is a CFC, a 10% Shareholder generally will be subject to current
U.S. federal income tax with respect to (a) such 10% 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% 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% 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% 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% 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% or more of the total value of the outstanding
shares of another foreign 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.
 
 The
Company reasonably believes that it was a “passive foreign investment
company” for the taxable year ended December 31, 2007 but not for the tax year
ended December 31, 2008.  (See more detailed discussion at “Additional
Rules that May Apply to U.S. Holders—Passive Foreign Investment Company”
below).
 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.”
 
 60
 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.
 
 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.
 
 61
 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.
 
 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.
 
 62
 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 (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.
 
 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 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.
 
 63
  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 share holders 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 DISCLOSURE ABOUT MARKET RISK
 
 Quantitative
Information about Market Risk
 
 The
Company has quantified the market risk of the gold derivatives in Item 5 E.
Under the heading “off-balance sheet obligations”.
 
 Qualitative
Information about Market Risk
 
 The
Company entered into gold zero cost collars and forward price contracts in order
to protect the future operating cash flows of its Briggs Mine. All of these
contracts expire during 2009 and represent approximately 30 percent of the
expected gold production during 2009. The Company 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 from
declining gold prices or increasing diesel prices. The Company’s primary risk
related to gold hedging may results from a shortfall of expected gold
production. If gold production levels fall short of its hedge obligations when
the hedge contract has a negative fair value, it may compound the potential
reduction in cash flows. 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 the hedging programs are
designed to protect cash flow from 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.
 
 The
Company may have y market risk, related to fluctuations in exchange
rates.  Exchange rate risk may arise if the Company is required to use
different currencies for various aspects of its operations. The Company uses the
Canadian dollar as its reporting currency and is therefore exposed to foreign
exchange fluctuations in the United States where the Company is conducting
exploration, development and mining activities.
 
 The
Company has not entered into any material foreign exchange contracts to minimize
or mitigate the effects of foreign exchange fluctuations on the Company’s
operations.  During 2008 the Company exchanged its Canadian dollars
for US dollars in order to fund its foreign operations. The US dollar holdings
form a natural hedge against US dollar based spending, which represented most of
the spending for 2008. Because the Company holds most of its cash in US dollars
and the reporting currency is Canadian dollars, the Company may
be  subject to material foreign exchange fluctuations.
 
 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 request that the Rights Plan be confirmed at the
Annual and Extraordinary General Meeting held on May 8, 2008 and therefore the
Company does not have a valid Rights Plan.
  64
  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 not effective for the fiscal year ended December 31, 2008,
because of a material weaknessin disclosure controls and
procedures, as further described below.
 
 Identified
Material Weakness
 
 In
connection with the filing of the Company’s Form 20-F for the fiscal year ending
December 31, 2008 (“2008 Form 20-F”), the Company did not provide a complete
report on internal controls over financial reporting.  Failure to
provide such a report on internal controls over financial reporting with its
2008 Form 20-F has caused the Company to conclude that its disclosure controls
and procedures were not effective as of December 31, 2008.  Therefore,
the Company has filed this amendment to its 2008 Form 20-F (the “Amended 2008
Form 20-F”), to identify such material weakness and to address the Company’s
plan to remediate such weakness in the future.
 
 Remediation
of Material Weakness
 
 The
following is a summary description of the changes in the Company’s disclosure
controls and procedures implemented during the year ended December 31, 2009 to
remediate the material weakness that the Company has identified:
 
 ·
              The
      Company took steps to ensure the closing process was moved forward to
      ensure adequate time to thoroughly review its financial report and related
      disclosures.
 ·
              The
      Company hired another senior staff accountant to relieve some of the time
      pressures in the closing process.
 ·
              The
      accounting staff has increased the utilization of additional review
      checklists and GAAP accounting
software.
 
 The
Company believes that, as of the date of the filing of this Amended 2008 Form
20-F, the Company has remediated the material weakness in its disclosure
controls and procedures identified above. The above disclosed material weakness
did not result in adjustments to the Company’s consolidated financial statements
for the year ended December 31, 2008.




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.
 
 Management
assessed the effectiveness of internal control over financial reporting as of
December 31, 2008. 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, 2008.
 
 This
Amended 2008 Form 20-F 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 temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
 ITEM
      16.
              AUDIT
      COMMITTEE FINANCIAL EXPERT AND CODE OF
ETHICS
 
 A.
              Audit
      Committee Financial Expert
 
 The
Company’s Board of Directors 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 of
Directors in absence of such designation, or affect the duties, obligations or
liability of any other member of the Audit Committee or Board of
Directors.
 
 B.
              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.
  65
  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.
 
 C.
                Principal
      Accountant Fees and Services
 
 Audit
Fees
 
 For the
years ended December 31, 2008 and 2007, fees payable to the Company’s external
auditors are shown below. Ehrhardt Keefe Steiner & Hottman PC  was
appointed as the auditors of the Company by the Board of Directors on March 31,
2008 and this appointment was approved by the shareholders at the Annual General
Meeting held May 8, 2008. De Visser Gray, Chartered Accountants, of Vancouver,
British Columbia was the Company’s auditors for the year ended December 31, 2007
and in previous years.
 
 December
      31, 2008
                  ($)
                December
      31, 2007
                  ($)Audit
      and related fees
                  Tax
      fees
                  All
      other
                111,700
                  24,600
                  109,300
                35,000
                  2,500
                  -
 
 (1)
              Audit
      fees paid during 2008. Audit fees estimated and accrued for
      2007.
 (2)
              All
      other fees contain fees billed related to services performed in connection
      with the Canyon Merger.
 
 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 2008 were approved by the Audit Committee
pursuant to the pre-approval policies and procedures contained in the Audit
Committee Charter.
 
 D.
                Exemption
      from the Listing Standards for Audit
Committees
 
 Disclosure
not required.
 
 E.
                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, 2008.
 
 
 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.
 
 66
 These
financial statements were prepared in accordance with Canadian GAAP and are
expressed in Canadian dollars.  There are material differences between
US and Canadian GAAP.  A reconciliation of the financial statements to
US GAAP is set forth in Note 20 to the 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
                    
                    Consolidated
      Audited Financial Statements
                    (1)(i)
                    Report
      of Independent Registered Public Accounting Firm dated March 31,
      2009.
                    (1)Report
      of Independent Auditors dated March 31, 2009.(ii)
                    Consolidated
      Balance Sheets as at December 31, 2008 and 2007.
                    (1)(iii)
                    Consolidated
      Statements of Operations and Deficit for the years ended December 31,
      2008, 2007 and 2006.
                    (1)(iv)
                    Consolidated
      Statements of Cash Flows for the years ended December 31, 2008, 2007 and
      2006.
                    (1)(v)
                    Notes
      to Consolidated Financial Statements
                    (1)(vi)
                    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 of Financial Conditions and Results of Operations
      for the years ended December 31, 2008 and 2007.
                    (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
                    (1)Consent
      of Independent AuditorsExhibit
      99.0
                    
                    BC
      Business Corporations 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
 
 
 Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrant certifies that it meets all the requirements for filing on Form 20-F
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorised.
 
 
 ATNA
RESOURCES LTD.
 
 /s/
“James K.B. Hesketh”
 
 James
K.B. Hesketh
 President
and Chief Executive Officer
 
 March 31,
2009
  67