**TABLE
                      OF CONTENTS**
 
 **TEXT**
 
 1.0
                            Summary
                            11.1
                            Introduction
                            11.2
                            Property
                                Exploration
                            21.3
                            Geological
                                Setting
                            21.4
                            Pinson
                                Project - Geology, Alteration, and Mineralization
                            31.5
                            Mineral
                                Resource Estimation
                            31.6
                            Conclusions
                            51.7
                            Recommendations
                            62.0
                            Introduction
                                and Terms of Reference
                            82.1
                            Introduction
                            82.2
                            Terms
                                of Reference
                            83.0
                            Disclaimer
                            94.0
                            Property
                                Description and Location
                            104.1
                            Location
                            104.2
                            Land
                                Status and Agreements
                            114.2.1
                            Pinson
                                Mining Company Agreement
                            124.2.2
                            Underlying
                                Agreements - Unpatented Federal Mining Claims
                            154.2.2.1
                            BEE
                                DEE group
                            154.2.2.2
                            J.
                                M. Torok Unpatented Claims
                            154.2.2.3
                            VEK/Andrus
                                Unpatented Claims
                            154.2.3
                            Underlying
                                Agreements - Patented Fee Lands
                            164.2.3.1
                            Christison,
                                et al Lease
                            164.2.3.2
                            C.
                                Quinn Lease
                            164.2.3.3
                            Harris
                                Lease
                            164.2.4
                            Underlying
                                Agreements - Other Agreements
                            164.2.4.1
                            Christison
                                - Seven Dot Agreement
                            174.2.4.2
                            Rayrock
                                (Glamis Gold) Acquisition
                            174.2.4.3
                            Cordilleran
                                Overriding Royalty
                            184.2.4.4
                            Getchell
                                Gold/Newmont Capital Overriding Royalty
                            184.2.4.5
                            Echo
                                Bay Lands
                            184.3
                            Royalty
                                Summary
                            185.0
                            Accessibility,
                                Climate, Local Resources, Infrastructure and Physiography
                            205.1
                            Accessibility
                            205.2
                            Climate
                            215.3
                            Local
                                Resources and Infrastructure
                            215.3.1
                            Background
                            215.3.2
                            Physical
                                Infrastructure
                            225.4
                            Adjacent
                                Operations
                            225.5
                            Physiography,
                                Flora, and Fauna
                            225.5.1
                            Physiography
                            225.5.2
                            Flora
                            225.5.3
                            Fauna
                            226.0
                            History
                            246.1
                            Summary
                            246.2
                            Initial
                                Discovery
                            246.3
                            Pre-1970
                                Development
                            246.4
                            Cordex
                                Syndicate Exploration and Development
                            246.5
                            Pinson
                                Mining Company Exploration and Development
                            256.6
                            Homestake-Barrick
                                Exploration
                            256.7
                            Pinson
                                Project Production Summary
                            256.8
                            Atna
                                Resources Exploration
                            257.0
                            Geological
                                Setting
                            267.1
                            Regional
                                Setting
                            267.2
                            Pinson
                                Mine Setting
                            308.0
                            Deposit
                                Type
                            348.1
                            Sediment-hosted,
                                Carlin-type Gold System
                            349.0
                            Mineralization
                            369.1
                            Host
                                Rocks
                            369.2
                            Alteration
                            379.3
                            Mineralized
                                Zone Configuration
                            3810.0
                            Exploration
                            4210.1
                            Introduction
                            4210.2
                            Geologic
                                Mapping and Geochemical Sampling
                            4210.3
                            Drilling
                            4310.4
                            Trenching
                                and Channel Sampling
                            4310.5
                            Geophysics
                            4310.6
                            Underground
                                Drifting / Evaluation
                            4411.0
                            Drilling
                            4511.1
                            Summary
                                of Past and Present Programs
                            4511.1.1
                            Drilling
                                by Earlier Operators
                            4511.1.2
                            Drilling
                                by Atna Resources
                            4511.2
                            Drilling
                                methods
                            4611.2.1
                            Reverse
                                Circulation Rotary Drilling
                            4711.2.2
                            Diamond
                                Core Drilling
                            4811.3
                            Logging
                            4811.3.1
                            Reverse
                                Circulation Rotary Chip Logging
                            4811.3.2
                            Diamond
                                Drill Core Logging
                            4812.0
                            Sampling
                                Method and Approach
                            5012.1
                            Sampling
                                Methods
                            5012.1.1
                            Reverse
                                Circulation Rotary
                            5012.1.2
                            Diamond
                                Core Drilling
                            5012.2
                            Sample
                                Quality - Recovery
                            5012.2.1
                            Reverse
                                Circulation Rotary
                            5012.2.2
                            Core
                            5012.3
                            Sample
                                Interval
                            5112.3.1
                            Reverse
                                Circulation Rotary
                            5112.3.2
                            Core
                            5112.4
                            Sample
                                Preparation, Quality Control Measures and Security
                            5112.4.1
                            Sample
                                Preparation and Quality Control Measures - RC Rotary
                                Drilling
                            5112.4.2
                            Sample
                                Preparation and Quality Control Measures - Core Drilling
                            5212.4.3
                            Security
                                - Reverse Circulation and Core Samples
                            5412.4.4.1
                            On-site
                            5412.4.4.2
                            Laboratory
                                Sample Preparation
                            5412.5
                            Certified
                                Standard Insertion
                            5512.5.1
                            Protocol
                            5512.5.2
                            Summary
                                of Results
                            5612.6
                            Blank
                                Sample Insertion
                            5912.6.1
                            Protocol
                            5912.6.2
                            Summary
                                of Results
                            5912.7
                            Duplicate
                                Samples - Reverse Circulation Rotary
                            6012.7.1
                            Protocol
                            6012.7.2
                            Summary
                                of Results
                            6112.8
                            Check
                                Assays of Mineralized Samples
                            6212.8.1
                            Protocol
                            6212.8.2
                            Summary
                                of Results
                            6212.9
                            Laboratory
                                Quality Assurance and Control
                            6613.0
                            Data
                                Verification
                            6813.1
                            Summary
                            6813.2
                            Database
                                of Previous Drilling
                            6813.2.1
                            Tables
                            6913.2.2
                            Data
                                Corrections
                            6913.2.3
                            General
                                description of pre Atna assay results and procedures.
                            7113.3
                            Pulp
                                Selection
                            7213.4
                            Re-Assay
                                Methods
                            7313.4.1
                            Processing
                                by BSi Inspectorate
                            7313.4.2
                            Processing
                                by ALS Chemex
                            7313.5
                            Re-Assay
                                Results
                            7413.6
                            Discussion
                            7614.0
                            Database
                                Audit
                            7814.1
                            Analytical
                                Data
                            7814.1.1
                            Validation
                                Process
                            7814.2
                            Drill-hole
                                Collar Location
                            7915.0
                            Adjacent
                                Properties
                            8015.1
                            Summary
                            8015.2
                            Preble
                                Mine
                            8015.3.
                            Getchell/Turquoise
                                Ridge Mine Complex
                            8015.3.1
                            History
                            8015.3.2
                            Geologic
                                Setting
                            8115.3.3
                            Gold
                                geology
                            8115.4
                            Twin
                                Creeks
                            8215.4.1
                            Physiography
                            8215.4.2
                            Stratigraphy
                            8315.4.3
                            Structure
                            8315.4.4
                            Erosion
                                & Alluviation
                            8415.4.5
                            Mineralization
                            8415.4.6
                            Alteration
                            8515.4.7
                            Summary
                            8616.0
                            Mineral
                                Processing and Metallurgical Testing
                            8717.0
                            Mineral
                                Resources Estimates
                            8817.1
                            Introduction
                            8817.2
                            Geologic
                                Model, Domains and Coding
                            8917.2.1
                            Geologic
                                Model
                            8917.2.2
                            Domains
                                and Coding
                            8917.3
                            Available
                                Data
                            9417.4
                            Compositing
                            9617.5
                            Exploratory
                                Data Analysis
                            9617.5.1
                            Basic
                                Statistics by Domain
                            9717.5.2
                            Contact
                                Profiles
                            9817.5.3
                            Histograms
                                and Log-Probability Plots
                            9917.5.4
                            Conclusions
                                and Modeling Implications
                            10317.6
                            Bulk
                                Density Data
                            10317.7
                            Evaluation
                                of Outlier Grades
                            10317.8
                            Variography
                            10417.9
                            Model
                                Setup and Limits
                            10517.10
                            Interpolation
                                Parameters
                            10717.11
                            Validation
                            10817.11.1
                            Visual
                                Inspection
                            10817.11.2
                            Model
                                Checks for Change of Support
                            10917.11.3
                            Comparison
                                of Interpolation Methods
                            11117.11.4
                            Swath
                                Plots
                            11217.12
                            Resource
                                Classification
                            11417.13
                            Key
                                Assumptions of Economic and Technical Parameters
                            11717.14
                            Mineral
                                Resources
                            11818.0
                            Other
                                Relevant Data and Information
                            12119.0
                            Interpretation
                                and Conclusions
                            12320.0
                            Recommendations
                            12420.1
                            Recommended
                                Program and Budget
                            125References
                            128
 
  
  **FIGURES**
 
 Figure
                                4-1: Location Map of the Pinson Mine Project
                            11Figure
                                4-2: Generalized Land Status Map
                            12Figure
                                4-3: Detailed Land Status and Agreement Map
                            14Figure
                                7-1: Regional Stratigraphy
                            27Figure
                                7-2: Regional Geology
                            29Figure
                                7-3: TectonoStratigraphy
                            30Figure
                                7-4: Mine Site Geology
                            33Figure
                                9-1: Grade-Thickness Long Section, CX Fault Zone
                            39Figure
                                9-2: Grade-Thickness Long Section, Range Front Fault
                                Zone
                            41Figure
                                12-1:  Standards Run With Gravimetric Finish.
                            58Figure
                                12-2: Standards Run With AA Finish
                            59Figure
                                12-3: Comparison of Duplicate Samples Taken at the
                                Drill vs. Assay
                                Sample.
                            62Figure
                                12-4: Sample Variance of All Check Samples
                            63Figure
                                12-5: X-Y Pair Plot of Check vs. Original Assay,
                                By Grade
                            64Figure
                                12-6: Variance of AA-Finish samples < 3000 ppb
                            65Figure
                                12-7: Gravimetric Finish Comparisons - -Check Assays
                                to Original
                                Assays
                            66Figure
                                12-8: Laboratory Blind Duplicates
                            67Figure
                                13-1: Test Result Variances
                            75Figure
                                17-1: Rotated Vertical NW-SE Cross-Sections
                            88Figure
                                17-2: Cross Sectional View of CX and Range Front
                                Fault
                                Zones
                            90Figure
                                17-3: Isometric View of CX and Range Front Fault
                                Zones
                            91Figure
                                17-4: Sectional View of HG Zone Trends Within Fault
                                Zones
                            92Figure
                                17-5: Comparison of Indicator Probability Estimation
                                Techniques -
                                Plan
                            93Figure
                                17-6: Comparison of Indicator Probability Estimation
                                Techniques -
                                Section
                            93Figure
                                17-7: CX High-Grade Zone Modifications
                            94Figure
                                17-8: Range Front HG Zone Modifications
                            94Figure
                                17-9: Distribution of Drill Holes by Type - CX Zone
                            95Figure
                                17-10: Distribution of Drill Holes by Type - Range
                                Front
                                Zone
                            96Figure
                                17-11: Contact Profile of CX HG vs. LG Domains
                            99Figure
                                17-12: Contact Profile of Range Front HG vs. LG Domains
                            99Figure
                                17-13: Histogram of Gold in CX Fault Zone
                            100Figure
                                17-14: Histogram of Gold in CX HG Zone
                            100Figure
                                17-15: Histogram of Gold in CX LG Portion of Fault
                                Zone
                            101Figure
                                17-16: Histogram of Gold in Range Front Fault Zone
                            101Figure
                                17-17: Histogram of Gold in Range Front HG Zone
                            102Figure
                                17-18: Histogram of Gold in Range Front LG Portion
                                of Fault
                                Zone
                            102Figure
                                17-19: Log-Probability Plot of Gold in CX Fault Zone
                            102Figure
                                17-20: Log-Probability Plot of Gold in CX HG Zone
                            103Figure
                                17-21: Log-Probability Plot of Gold in CX LG Portion
                                of Fault
                                Zone
                            103Figure
                                17-22: Log-Probability Plot of Gold in Range Front
                                Fault
                                Zone
                            104Figure
                                17-23: Log-Probability Plot of Gold in Range Front
                                HG Zone
                            104Figure
                                17-24: Log-Probability Plot of Gold in Range Front
                                LG Portion of Fault
                                Zone
                            105Figure
                                17-25: CX Zone Block Model Limits
                            108Figure
                                17-26: Range Front Zone Block Model Limits
                            109Figure
                                17-27: CX HG Zone Drill Hole and Block Grade Distribution
                            112Figure
                                17-28: Range Front HG Zone Drill Hole and Block Grade
                                Distribution
                            112Figure
                                17-29: CX HG Zone Krige/IDW/Herco Plots
                            112Figure
                                17-30: Range Front HG Zone Krige/IDW/Herco Plots
                            113Figure
                                17-31: Swath Plot CX HG Zone, East-West
                            114Figure
                                17-32: Swath Plots CX HG Zone, North-South
                            114Figure
                                17-33: Swath Plot CX HG Zone, Vertical
                            115Figure
                                17-34: Swath Plot Range Front HG Zone, East-West
                            115Figure
                                17-35: Swath Plot Range Front HG Zone, North-South
                            115Figure
                                17-36: Swath Plot Range Front HG Zone, Vertical
                            116Figure
                                17-37: Confidence Limits Distribution by Drill-hole
                                Spacing
                            117Figure
                                17-38: CX Zone Resource Classification
                            119Figure
                                17-39: Range Front Zone Resource Classification
                            119Figure
                                18-1: Location of Final Phase I Range Front Holes
                                (APRF-229A and
                                APRF-230)
                            123
  
 **TABLES**
 
 Table
                                1-1: Mineral Resource, Combined CX and Range Front
                                Zones
                            5Table
                                4-1: Royalty Summary
                            19Table
                                5-1: Seasonal Temperature Variations
                            21Table
                                9-1: Inventory of Alteration Types in Atna Phase
                                I
                                Drilling
                            38Table
                                11-1: Summary of Previous Drilling.
                            45Table
                                11-2: Summary of Atna Resources Phase I Drilling
                            46Table
                                12-1: RockLabs Reference Material.
                            55Table
                                12-2: Failed Gravimetric standards
                            57Table
                                12-3: Decorative Stone (Blank Sample) Analysis
                            60Table
                                12-4: Statistics of Lab Variance in AA vs. Gravimetric
                                Finish
                            64Table
                                12-5: Failure Rate for 3 Check Assay Jobs.
                            66Table
                                13-1: Field Definitions in (HMC) Pinson Database
                            70Table
                                13-2: CDN Resource Laboratory Standards
                            73Table
                                13-3: Analyses of Standards Used in Testing.
                            75Table
                                17-1: Summary of Geologic Domains
                            94Table
                                17-2: Drill-hole Sample Statistics by Fault Zone
                            97Table
                                17-3: Drill-hole Sample Statistics by HG/LG Portion
                                of Fault
                                Zone
                            98Table
                                17-4: Proportion of Contained Gold in Decile/Percentile
                                of
                                Samples
                            106Table
                                17-5: Variogram Parameters
                            107Table
                                17-6: CX Zone Block Model Limits
                            108Table
                                17-7: Range Front Zone Block Model Limits
                            109Table
                                17-8: Interpolation Parameters for Ordinary Krige
                                Estimates
                            110Table
                                17-9: Interpolation Parameters for IDW Estimates
                            110Table
                                17-10: Comparison of Interpolation Methods
                            113Table
                                17-11: Quarterly and Yearly Confidence Limits
                                Determination
                            117Table
                                17-12: Mineral Resource, CX Zone
                            120Table
                                17-13: Mineral Resource, Range Front Zone
                            121Table
                                17-14: Mineral Resource, Combined CX and Range Front
                                Zones
                            122Table
                                18-1: Significant Drill Results From Holes APRF-229A
                                and
                                APRF-230
                            123
 
  
  **APPENDICES**
  **APPENDIX
                      - SECTION 4: Property Description and Location**
 Appendix
                      4-1, Pinson 2005 Land Budget Projection
 Appendix
                      4-2, Exhibit A, Part I, Unpatented Mining Claims
 Appendix
                      4-3, Exhibit A, Part II, Fee Lands
  **APPENDIX
                      - SECTION 6: History**
 Appendix
                      6-1, Discovery & Production History
  **APPENDIX
                      - SECTION 9: Mineralization**
 Appendix
                      9-1 Section 6800
 Appendix
                      9-2 Section 7100
 Appendix
                      9-3 Section 7700
  **APPENDIX
                      - SECTION 12: Sampling Methods and Approach**
 Appendix
                      12-1, Sample Sequence
 Appendix
                      12-2 OXE21
 Appendix
                      12-3 OXN33
 Appendix
                      12-4 OXK18
 Appendix
                      12-5 SF12
 Appendix
                      12-6 SK11
 Appendix
                      12-7 SN16
 Appendix
                      12-8 SP17
 Appendix
                      12-9 SQ18
 Appendix
                      12-10 CHECKS and STANDARDS
  **APPENDIX
                      - SECTION 13: Data Verification**
 Appendix
                      13-1, Pulp Re-Assay List
  **APPENDIX
                      - SECTION 14: Database Audit**
 Appendix
                      14-1 Error Analysis of Randomly Selected Pinson Database Assays
 Appendix
                      14-2, Drill Hole Collar Table
  **APPENDIX
                      - SECTION 17: Mineral Resources Estimates**
 Appendix
                      17-1, CX HG Zone Correlogram (pdf file)
 Appendix
                      17-2, Range Front HG Zone Correlogram (pdf file)
 Appendix
                      17-3, Block Model and Drill Hole Cross Sections (pdf file)
 
 
 
 **1.0**  **Summary**
  
 **1.1**
                            **Introduction**
  In
                      the
                      fall of 2004, Atna Resources commissioned Robert Sim, P. Geo.
                      of Sim Geological,
                      to prepare an independent Qualified Person’s mineral resource estimate, review
                      and Technical Report for the Pinson Mine Property located in
                      Humboldt County,
                      Nevada. Robert Sim is an independent consultant specializing
                      in mineral resource
                      estimations. Mr. Sim received assistance in the preparation
                      of this report from
                      several of Atna’s personnel including William Stanley, L.G., Vice-President,
                      Exploration and site project geologists, Gary Edmondo, Donald
                      MacKerrow and
                      Neill (Vic) Ridgley. Robert Sim, P.Geo serves as the Qualified
                      Person for the
                      preparation of this Technical Report as defined in National
                      Instrument 43-101,
                      Standards of Disclosure for Mineral Project, and in compliance
                      with Form
                      43-101F1 (the Technical Report). Mr. Sim understands that this
                      report will be
                      submitted to the TSX Exchange in support of the required filings
                      by Atna
                      Resources Ltd.
 
 This
                      report was initially released under an effective date of February
                      15, 2005. It
                      has been amended in December 2005 in order to correct several
                      disclosure and
                      filing issues. There have not been any changes to the overall
                      content or
                      conclusions of the report with respect to data collected subsequent
                      to the
                      original release of the report. Therefore, the effective date
                      of this report
                      remains February 15, 2005.
 
 This
                      report represents the first Technical Report completed on the
                      Pinson Mine
                      Property for Atna Resources Ltd.
 
 Work
                      reported on in this Technical Report includes the review of
                      a exploration
                      programs at the property conducted prior to Atna Resources
                      involvement,
                      including, but not limited to: exploration drilling campaigns
                      carried out by the
                      Cordex I Syndicate, Pinson Mining Company, Homestake Mining
                      Company (as operator
                      of the property), and Barrick Gold Exploration (subsequent
                      to Barrick’s
                      acquisition of Homestake Mining). Additionally, this Technical
                      report summarizes
                      all data collected by Atna Resources as part of its Phase 1
                      exploration drilling
                      efforts between August 2004 and February 15 th ,
                      2005.
 
 The
                      Pinson Property is located approximately 27 air miles northeast
                      of the town of
                      Winnemucca in north-central Nevada. Atna controls, through
                      its agreement with
                      Pinson Mining Company, approximately 12,785 acres of fee lands
                      and unpatented
                      federal lode claims centered on the Pinson Mine (UTM coordinates:
                      478294.7 E,
                      4553517.9N ,
                      Zone
                      11, North American Datum of 1927). Access to the property is
                      superb, with paved
                      interstate and secondary state highways to within four (4)
                      miles of the
                      property, and well maintained mine-access, gravel roads traversing
                      the
                      property.
 
 The
                      property is comprised of 568 federal unpatented mining claims
                      (8,485 acres) and
                      4,280 acres of patented fee lands that are either owned outright
                      or leased by
                      Pinson Mining Company and subject to the Atna Resources agreement.
 
 Atna’s
                      rights to the property are governed by an Exploration Agreement
                      with Option to
                      Venture with Pinson Mining Company, a Nevada Partnership dated
                      August 12, 2004.
                      Pinson Mining Company is now 100% owned by Barrick Gold as
                      the result of
                      Barrick’s acquisition of Homestake Mining Company, who was a 50% co-owner
                      of
                      Pinson Mining Company. To earn a 70% interest in the property,
                      Atna must
                      complete the expenditure of US$12.0 million on qualifying exploration
                      expenditures over a four (4) year period, including US$1.5
                      million in the first
                      12 months of the agreement (completed) and deliver to Pinson
                      Mining Company a
                      pre-feasibility study recommending further development of the
                      property. Atna has
                      spent in excess of US$2.0 million on the property through February
                      15, 2005.
                      After completion of Atna’s earn-in requirements, Pinson Mining Company may elect
                      to 1) back into the project to a 70% joint venture interest
                      through the
                      expenditure of US$30 million over a three (3) year period (thus
                      leaving Atna
                      with a 30% interest); 2) participate in the project’s continued development at
                      the 70% Atna / 30% Pinson Mining Company interest levels; or
                      3) sell Atna its
                      30% interest in the property for US$15.0 million.
 
 The
                      Pinson Mine produced approximately 985,000 ounces of gold from
                      several open pit
                      mines from the 1970s through mine closure in 2000. Mineralization
                      is hosted
                      dominantly by black calcareous and carbonaceous silty shales,
                      and limy
                      siltstones of the lower portion of the Ordovician Comus Formation.
                      Like the
                      neighboring active mines of Getchell, Turquoise Ridge, and
                      the Twin Creeks
                      complex, mineralization at the property may be characterized
                      as being a
                      "Carlin-type," sediment-hosted gold system. Low-grade mineralization
                      was
                      exploited by open pit methods which have been mostly exhausted.
                      However, gold
                      mineralization continues beneath the pit limits along zones
                      of strong structural
                      preparation that served as “feeder-faults” for mineralizing fluids to the low
                      grade zones historically mined at Pinson.
 
 **1.2**
                            **Property
                                Exploration**
  Exploration
                      has been carried out at the property from the late 1930’s through to the present
                      by a number of individuals and mining/exploration companies.
                      The original
                      discovery on the property was made by Clovis Pinson and Charles
                      Ogee in the mid
                      to late-1930s, but production from their gold discovery in
                      sedimentary rocks did
                      not produce until after World War II. Ore from this original
                      discovery was
                      shipped and processed at the Getchell mine mill in 1949 and
                      1950 from a small
                      open pit. Total production by Pinson and Ogee amounted to approximately
                      100,000
                      tons grading approximately 0.14 opt gold.
 
 Minor
                      exploration occurred on the property between 1950 and 1970
                      with a few drill
                      holes completed by Homestake Mining and Nevada Goldfields.
                      The property was
                      dormant until the Cordex Syndicate I (John Livermore, Peter
                      Galli, and Rayrock
                      Mines) began picking up property in the district in 1970 and
                      began exploration
                      drilling shortly thereafter. The Cordex and/or Rayrock work
                      resulted in the
                      discovery of the A, B, C, CX, CX West, and Mag deposits at
                      the property between
                      1970 and 1985. Production from these deposits generated approximately
                      986,000
                      ounces of gold up until the project was closed in 2000. Each
                      of the operators
                      conducted extensive exploration including over 2,000 exploration
                      and development
                      drill holes, geophysical and geochemical surveys as well as
                      geologic mapping and
                      sampling. The last major exploration effort was conducted from
                      1997 through 2000
                      by Homestake (on behalf of the Homestake-Barrick partnership,
                      PMC). Homestake
                      drilled over 200 holes in numerous targets throughout the property
                      with the hope
                      of extending the mine life via a new discovery. This work confirmed
                      that the
                      gold mineralization within the CX fault zone continued below
                      and beyond the
                      existing pit limits and that mineralization associated with
                      the Range Front
                      fault zones had significant strike and down-dip continuity.
 
 Atna
                      Resources’ work has focused on the exploration and confirmation of the
                      CX and
                      Range Front mineral zones. Atna has completed 31 drill holes
                      totaling 29,740.5
                      feet. Of the 31 drill holes completed, at the cut-off date
                      for the mineral
                      resource section of the report 29 holes had final laboratory
                      assay results. Two
                      holes remained pending (APRF-229A and APRF-230).
 
 **1.3**
                            **Geological
                                Setting**
  Sediment-hosted,
                      "Carlin-type" gold systems account for the vast majority of
                      the gold production
                      in Nevada and for most economic gold discoveries made since
                      1975. Mineralization
                      in these environments lies mainly in four geographic belts
                      of mostly Paleozoic
                      carbonate rocks. These belts are located in north-central Nevada,
                      and the three
                      most productive pass through the townsites of Carlin (“Carlin Trend”), Battle
                      Mountain (“Battle Mountain-Eureka Trend”) and Golconda (“Getchell Trend”). The
                      fourth belt, the “Independence Trend”, is located north of the town of Elko and
                      is the location of the Jerritt Canyon group of mines (Queenstake
                      Resources) and
                      the Big Springs Mine (Golden Gate Resources). Collectively,
                      these belts hold a
                      geochemical endowment of over 200 million ounces of gold.
 
 Northern
                      Nevada’s geology is complex, but is dominated by Basin and Range brittle,
                      extensional tectonics resulting in the characteristic northerly-trending
                      basins
                      and ranges throughout the state. In the ranges (horst blocks),
                      marine
                      sedimentary rocks are exposed spanning the entire range of
                      Paleozoic rocks that
                      are complexly thrust, intruded by younger Cretaceous intrusions.
                      and both
                      intruded and capped by Tertiary-age volcanic rocks. Of primary
                      interest to the
                      Pinson mineral system are the lower Ordovician rocks of the
                      Comus Formation and
                      the underlying Cambrian Preble Formation.
 
 **1.4**
                            **Pinson
                                Project - Geology, Alteration, and
                                Mineralization**
  Pinson’s
                      geologic setting is dominated by three main elements - sedimentary
                      stratigraphy
                      of Ordovician to Cambrian age, Cretaceous plutonism, and high
                      angle, brittle
                      structural deformation. Marine sedimentary rocks make up the
                      bulk of the rocks
                      within the property sequence and serve as the main host rocks
                      for the gold
                      mineral system. The sediments were intruded in the Cretaceous
                      by granodiorite
                      intrusions including the Osgood Mountain stock (which forms
                      the footwall of the
                      Range Front mineral zone) and created a broad contact metamorphic
                      aureole into
                      the sedimentary sequence at the Pinson Mine project. Tertiary
                      and older brittle
                      fault structures along the southeastern flank of the Osgood
                      Mountain Range
                      create a network of permeable fractures that provided primary
                      access routes for
                      gold mineralizing hydrothermal solutions into the Ordovician
                      and Cambrian host
                      rocks.
 
 Gold
                      mineralization at the project is characterized as a Carlin-type,
                      sediment-hosted
                      system similar to most other productive gold systems of this
                      type in Northern
                      Nevada including the adjacent properties in commercial production.
                      These gold
                      systems are associated with local silicification of the sediments,
                      particularly
                      along structural feeder faults, broad zones of de-calcification
                      of the
                      sedimentary section, and the introduction of very fine-grained
                      pyrite,
                      arsenian-pyrite, orpiment, realgar, stibnite and, commonly,
                      re-mobilized carbon.
                      Mineralization is often found in both structurally-prepared
                      zones along faults
                      and within locally important receptive host lithologies (e.g.
                      thin-bedded
                      calcareous carbonaceous siltstones, debris flows, and karst
                      breccias).
                      Mineralization may be associated with argillization of the
                      host lithologies and
                      the development of sericite in the matrix of the clastic sedimentary
                      rocks.
 
 Gold
                      is
                      primarily associated with the introduction of fine-grained
                      disseminated
                      auriferous and arsenian pyrite. Additionally, minor silicification
                      may also be
                      present as a late-stage flooding of brecciated limy sedimentary
                      rocks creating
“jasperoid” bodies along the structural traces. Two principal zones of
                      mineralization are the focus of this Technical Report - the
                      CX zone and the
                      Range Front zone. The CX zone was the principal fault zone
                      controlling
                      mineralization previously mined in the CX pit; the Range Front
                      zone has not been
                      mined historically and the initial zone of mineralization was
                      outlined by
                      Homestake’s work in the late 1990s. Both of these zones are controlled
                      principally by high-angle brittle fault zones. However, another
                      important
                      mineral control is the presence of receptive host lithologies
                      along the fault
                      zones.
 
 **1.5**
                            **Mineral
                                Resource Estimation**
  The
                      mineral resource estimations were made from 3-dimensional block
                      models generated
                      using commercial mine planning software (MineSight).
 
 The
                      mineral resource estimate was generated from drill-hole sample
                      assay results and
                      a geologic model which relies on the spatial distribution of
                      gold. Individual
                      domains, reflecting distinct zones or types of mineralization,
                      have been defined
                      and interpolation characteristics have been defined for each
                      domain based on the
                      geology, drill-hole spacing and geostatistical analysis of
                      the data. The degree
                      of confidence in the resources has been classified based on
                      the proximity to
                      sample locations and/or surface exposures and are reported,
                      as required by NI
                      43-101, according to the CIM standards on Mineral Resources
                      and
                      Reserves.
 
 The
                      report includes only estimates for mineral resource. No mineral
                      reserves are
                      prepared or reported in this Technical Report.
 
 Based
                      on
                      the information available in the drilling database (401 drill
                      holes including
                      core and RC holes), 3-dimensional wireframe solids were generated
                      for the CX and
                      Range Front fault zones. The shape and location of the gold
                      bearing “high-grade”
(HG) portion within these fault zones were estimated using
                      a combination of
                      geostatistical and geologically interpretative methods.
 
 The
                      block
                      model grade interpolation, by ordinary kriging, was conducted
                      using hard
                      boundary code matching within the HG zone domains. For comparison
                      purposes,
                      inverse distance and nearest neighbor estimations of grade
                      were also conducted.
                      The Mineral Resources contained within the HG zones of the
                      combined CX and Range
                      Front zones are shown in Table 1-1 and are classified as Measured,
                      Indicated and
                      Inferred as per CIM reporting standards.
 
 Based
                      on
                      projected economic and technical parameters, derived primarily
                      from nearby
                      (similar) operations, the “base case” operating cut-off grade for the Pinson
                      deposit in estimated to be 0.20 ounces per ton gold.
  
 Table
                      1-1: Mineral Resource, Combined CX and Range Front Zones
 ***Category***
                            ***Cut-off***
                              ***(Au
                                opt)***
                            ***Tons***
                              ***(000)***
                            ***Grade***
                              ***(Au
                                opt)***
                            ***Contained***
                              ***Au
                                (koz)***Measured
                            0.15
                            445
                            0.27
                            119**0.20**
                            **319**
                            **0.30**
                            **97**0.25
                            213
                            0.34
                            730.30
                            130
                            0.39
                            50Indicated
                            0.15
                            1,313
                            0.30
                            400**0.20**
                            **1,148**
                            **0.32**
                            **371**0.25
                            860
                            0.36
                            3050.30
                            585
                            0.39
                            230Measured
                                +
                            0.15
                            1,758
                            0.30
                            519Indicated
                            **0.20**
                            **1,467**
                            **0.32**
                            **467**0.25
                            1,073
                            0.35
                            3790.30
                            715
                            0.39
                            281Inferred
                            0.15
                            4,211
                            0.32
                            1,332**0.20**
                            **3,889**
                            **0.33**
                            **1,273**0.25
                            3,054
                            0.36
                            1,0840.30
                            1,612
                            0.43
                            690
 (Base
                      case cut-off grade = 0.20optAu)
 
 **1.6**
                            **Conclusions**
  Mineralization
                      located within the CX and Range Front mineralized zones at
                      the Pinson Mine
                      project represent significant bodies of gold-mineralized rocks
                      with
                      characteristics similar to the economic and productive Carlin-type
                      gold systems
                      currently in production in the Getchell Gold Belt and other
                      districts in
                      Northern Nevada.
 
 Gold
                      mineralization is hosted by the same stratigraphic units hosting
                      the Getchell
                      deposit. Pinson’s mineralization has a similar structural control to that
                      present at the Getchell Mine, five miles to the north, occurring
                      within the
                      network of faults making up the horst bounding, Basin and Range
                      fault zone along
                      the southeastern margin of the Osgood Mountains. Gold grades
                      within both the CX
                      and Range Front zones are similar to grades at other underground
                      mine properties
                      in the region currently in production and the zones remain
                      open in several
                      directions.
 
 Owing
                      to
                      the vast amount of information existing prior to Atna’s commencement of work at
                      the property and data collected from Atna’s 31 drill holes, the geologic
                      understanding of the mineral system’s configuration, structure and stratigraphic
                      control are adequate to support the current resource model
                      contained within this
                      Technical Report.
 
 Generally,
                      drilling is rather wide spread, particularly in the deeper
                      portions of the two
                      gold mineralized zones that are the focus of Atna’s work. Additional drilling
                      planned in conjunction with underground access development
                      will provide the
                      additional data density required to bring portions of the mineral
                      resource into
                      mineral reserves, once a mine plan is in place and a pre-feasibility
                      study
                      completed.
 
 Atna’s
                      re-assaying program on the existing pulps from earlier drilling
                      confirmed the
                      extent and analytical values within industry error standards.
                      Atna’s sampling
                      procedures of both core and reverse circulation drill holes
                      have been conducted
                      according to accepted industry standards. Logging procedures
                      for both core and
                      cuttings utilize similar approaches and techniques in use by
                      all major mining
                      companies and in the adjacent mine properties. Sample preparation
                      and analysis
                      by BSi Inspectorate of Reno, Nevada was performed using industry-standard
                      analytical procedures, incorporating blind internal check samples
                      and analytical
                      standards and blanks to insure reliability and reproducibility.
 
 Atna
                      has
                      a written Quality Assurance and Quality Control procedure in
                      place which
                      includes the insertion of blind certified analytical standards,
                      blank samples,
                      duplicate samples, and replicate assays. The program includes
                      the routine
                      submission of the mineralized pulps to a second laboratory,
                      ALS Chemex, of Reno,
                      Nevada for replicate analysis. Atna has taken and continues
                      to take adequate
                      quality control and assurance steps to insure the quality of
                      the analytical data
                      on the Pinson Property.
 
 The
                      analytical database utilized to produce the resource model
                      contained within this
                      Technical Report was audited with minor error rates. Over 95%
                      of the existing
                      drill-hole intercepts were re-assayed by ALS Chemex with the
                      re-assay results
                      within acceptable ranges.
 
 Methods
                      utilized to determine the resources models for the Range Front
                      and CX mineral
                      zones at the Pinson Project by Robert Sim are consistent with
                      practices in
                      standard use in the industry.
 
 **1.7**
                            **Recommendations**
  The
                      next
                      exploration phase at the project should include the development
                      of underground
                      access to the Range Front and CX mineral zones. Development
                      of the underground
                      access will provide platforms for detailed underground drilling
                      of the both the
                      CX and Range Front zones. An initial drill spacing of 100-feet
                      by 100-feet is
                      recommended to be completed in the shallow portion of the Range
                      Front zone to
                      refine the understanding of the geology, structural controls
                      and detailed
                      distribution of high gold grades, and to obtain additional
                      sample material for
                      metallurgical testing. To be most cost-effective, the drilling
                      should be carried
                      out from both the surface (drill holes less than 1,000 feet
                      deep) and from
                      underground access.
 
 Development
                      of the underground access will also provide opportunities to
                      define mining and
                      development ground conditions and therefore refine the economic
                      model and mine
                      plan for extraction of the mineral resources at the property.
                      Underground access
                      will also allow the bulk sampling of the CX and Range Front
                      zones and
                      underground characterization of the mineral zones and evaluation
                      of the mining
                      methods within each of the zones.
 
 All
                      underground workings should be mapped in detail (1:240). A
                      face and rib sampling
                      program should be maintained throughout the underground drifting
                      program and the
                      collected data added to the resource modeling database.
 
 If
                      not
                      accomplished via the underground definition drilling program,
                      a series of six
                      (6) reverse circulation rotary (RC) holes should be selected
                      and “twinned” with
                      diamond drill holes. This validation process, if the core results
                      are similar to
                      the original RC samples, will provide confirmation of the RC
                      sample results.
                      Each of these twin holes should be within 10 feet of the intercepts
                      in the
                      original RC drill holes.
 
 Detailed
                      surface mapping and sampling of the CX mineral zone is recommended
                      within the CX
                      pit (where pit wall and bench conditions are safe). Mapping
                      at a scale of 1:240
                      and continuous channel sampling of the bench walls are recommended.
                      Results from
                      this work can then be added to the resource database and models.
 
 Because
                      drilling is rather widespread in the deeper portions of the
                      Range Front and CX
                      zones, it is recommended that the drill-hole density be increased
                      to 200-foot
                      centers. Completing this work will require a large amount of
                      surface drilling
                      with drill holes averaging approximately 1,300 feet in length.
                      Alternatively,
                      these holes can be drilled as underground access is developed
                      to increase the
                      drill density of the two zones and be completed as a development
                      decline is
                      completed.
 
 Additionally,
                      drilling along strike and down the dip of the zones is warranted
                      as both the CX
                      and Range Front zones remain open to expansion.
 
 The
                      costs
                      associated with the recommended additional work at Pinson are
                      summarized as
                      follows:
 
 Surface
                                and Underground diamond drilling (32,000ft)
                            US$1,622,500Metallurgical
                                Testing
                            US$100,000Underground
                                development (3,500ft drift)
                            US$4,500,000Dewatering
                                (2 wells)
                            US$2,500,000Permitting
                            US$650,000Project
                                Team - personnel
                            US$650,000Land
                                costs
                            US$250,000Miscellaneous
                                costs
                            US$400,000Contingency
                                @ ~12%
                            US$1,324,500**Proposed
                                Project Budget**
                            **US$12,000,000**
  
 **2.0**  **Introduction
                      and Terms of Reference**
  
 **2.1**  **Introduction**
  Robert
                      Sim, P.Geo., is an independent consulting geologist engaged
                      by Atna Resources to
                      produce a mineral resource estimation for the Range Front and
                      CX Zones located
                      within the Pinson gold property. Robert Sim, a licensed Professional
                      Geoscientist in the Province of British Columbia, Canada, is
                      a Qualified Person
                      and is responsible for the preparation of the mineral resource
                      estimate and the
                      subsequent supervision of the preparation of this Technical
                      Report.
 
 Robert
                      Sim received assistance in the preparation of this report from
                      several of Atna
                      Resources personnel or contractors including the following:
 
 ·
                            Gary
                                P. Edmondo, Site (contract) Geologist: Database and
                                Sample Protocol
                                Management
 ·
                            Donald
                                G. MacKerrow, Site (contract) Geologist:
                                Contributor
 ·
                            Neill
                                H. (Vic) Ridgley, CPG #5138: Site (contract) Geologist
                                and Principal
                                Editor
 ·
                            William
                                R. Stanley L.G., MBA, Vice-President, Exploration,
                                Atna Resources. Mr.
                                Stanley assisted in the preparation of this report
                                which is*not*directly related to the generation of the resource
                                block model or
                                recommendations and conclusions.
 
 This
                      report is based on drilling and sampling (assay) information
                      as of February 15,
                      2005. This report is based on information known to Atna Resources
                      Inc. as of
                      March 23, 2005. All measurement units used are in Imperial
                      (feet, ounces gold
                      per short ton, tons) and any reference to currency is expressed
                      in United States
                      dollars.
 
 **2.2**  **Terms
                      of Reference**
  Robert
                      Sim is not associated with Atna Resources, or any associated
                      company. Sim was
                      paid a fee for his work on this Technical Report and his evaluation
                      and
                      development of the mineral resource model that is the focus
                      of this Technical
                      Report. The fees paid Sim for this work were at the rates that
                      are customary and
                      normal in the industry for an engagement of this sort and for
                      work of this
                      type.
 
 Robert
                      Sim, in preparing this report, relied upon the extensive geologic
                      and analytical
                      database developed by previous operators (both exploration
                      and production data).
                      The sources of information are listed in the Reference section
                      at the conclusion
                      of this Technical Report and are for the most part housed at
                      the Pinson Mine
                      site in the project archives. William Stanley provided on-site,
                      periodic
                      oversight of the project and its personnel throughout the first
                      phase of work by
                      Atna, and Sim visited the site September 22 through 25, 2004.
                      Sim reviewed the
                      QA/QC results and program for adequacy.
 
 Mr.
                      Edmondo, Mr. MacKerrow, and Mr. Ridgley are independent consulting
                      exploration
                      and mining geologists with +14, +25, and +30 years experience
                      respectively in
                      the mineral industry.
  
 **3.0**  **Disclaimer**
  The
                      results and opinions expressed in this report are based upon
                      the authors’ field
                      observations, the geological and technical data listed in the
                      References and
                      general technical expertise in the field of geology and mineral
                      deposits. Robert
                      Sim has carefully reviewed the information provided to him
                      by Atna and its
                      consultants and believed the information used by him to develop
                      the mineral
                      resource model to be reliable.
 
 Sim
                      reserves the right, but will not be obliged, to revise the
                      conclusions and
                      recommendations made in this report, particularly with respect
                      to the
                      development of the resource model and the results of the mineral
                      resource
                      calculations, if additional information becomes available and
                      know to the author
                      subsequent to the date of this report.
 
 The
                      opinions and results reported within this Technical Report
                      are conditional on
                      available geologic and analytical data being current, accurate,
                      and complete to
                      the effective date (February 15, 2005) of this report.
  
 **4.0**  **Property
                      Description and Location**
  **4.1**  **Location**
  The
                      Pinson Mine site is located 27 air miles (43 kilometers) northeast
                      of
                      Winnemucca, in southeastern Humboldt County, Nevada, on the
                      east flank of the
                      Osgood Mountains ( Figure
                      4-1 ).
                      Additionally, the property is located in approximately 35 driving
                      miles
                      east-northeast of the town of Winnemucca, Nevada, or 50 driving
                      miles
                      west-northwest of the town of Battle Mountain, Nevada. Winnemucca
                      itself lies
                      175 miles northeast of Reno, Nevada.
 
 The
                      Pinson properties (Pinson Mine, Preble Mine, and Kramer Hill)
                      owned by Pinson
                      Mining Company (PMC) lie along the eastern flank of the Osgood
                      Mountains in the
                      Potosi and Golconda mining districts of eastern Humboldt County,
                      Nevada
                      representing a key position on the Getchell trend. Approximately
                      34,100 acres of
                      fee land, claims and leases make up this land package. Atna
                      Resources has rights
                      to the northern portion of PMC’s land position centered at the Pinson Mine and
                      controls approximately 12,765 acres through its agreement with
                      PMC.
 
 Figure
                      4-1. Location Map of the Pinson Mine Project
 (Source:
                      Atna Resources, March 2005)
 
 **4.2**  **Land
                      Status and Agreements** ****
  The
                      Pinson property is made up of a number of property parcels
                      that are either
                      wholly owned by Pinson Mining Company or under lease/option
                      by Pinson Mining
                      Company and therefore subject to the Atna-Pinson Mining Company
                      (“PMC”) earn-in
                      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 Pinson Mining Company and subject to
                      Atna’s earn-in
                      agreement is 14,018 acres.
  Figure
                      4-2, Land Status, shows the general property positions held
                      by PMC and
                      subject to the earn-in agreement between Atna Resources and
                      Pinson Mining
                      Company.
 
 
 Figure
                      4-2. Generalized Land Status Map
 (Source:
                      Atna Resources, Inc., March 2005)
 
 A
                      text
                      summary of the land position is shown in Appendix
                      4-1, Pinson 2005 Land Budget Projection, and
                      in
                      extended table form in Appendix
                      4-2, Exhibit A Part I, Unpatented Mining Claims and Appendix
                      4-3, Exhibit A Part
                      II, Fee Lands .
 
 The
                      Company has received a title opinion on the core area of four
                      square miles of
                      the Pinson property, within which all currently identified
                      mineral resources and
                      currently perceived exploration potential of the property exists,
                      rendered by
                      Richard Thompson of Harris & Thompson, Reno, Nevada (See Figure 4-3 for Area
                      of Detailed Title Opinion).
 
 **4.2.1**  **Pinson
                      Mining Company Agreement**
  Atna
                      and
                      PMC executed an Exploration Agreement with Option for Mining
                      Venture on August
                      12th, 2004. The agreement allows Atna, through exploration
                      and property
                      maintenance expenditures, to earn up to a one hundred percent
                      (100%) interest in
                      the project over a four (4) year period. Under the terms of
                      the agreement, Atna
                      is obligated to spend US$1.5 million in the first year of the
                      agreement on
                      exploration and property maintenance on the Pinson Property
                      (this phase of the
                      earn-in was completed by Atna prior to December 31st, 2004).
                      Additionally, Atna
                      must spend an additional US$10.5 million during the next three
                      years of the
                      agreement (US$12.0 million total) and deliver to Pinson Mining
                      Company a
                      pre-feasibility study on the mineral resources evaluated on
                      the property. Once
                      the US$12.0 million in exploration expenditures are completed
                      and the
                      pre-feasibility study is provided to PMC, Atna will vest in
                      a 70% joint venture
                      interest in the property. Figures 4-2, Generalized Land Status
                      and Figure 4-3,
                      Detailed Land Status and Agreement Map, display the Area of
                      Interest for the
                      Exploration Agreement with Option for Mining Venture and the
                      land holdings
                      within the Area of Interest.
 
 After
                      Atna’s completion of the required earn-in expenditures and delivery
                      of the
                      pre-feasibility study to PMC, the agreement allows PMC several
                      options going
                      forward. PMC may elect to:
 
 1)
                      Participate as a 30% joint venture partner in the continued
                      development of the
                      project (Atna remains operator);
 
 2)
                      Back-in to a 70% joint venture interest in the project via
                      the expenditure of
                      US$30.0 million over a 36 month period (PMC would be operator
                      during the back-in
                      period); or
 
 3)
                      Elect
                      to offer to sell its 30% interest in the project to Atna for
                      US$15.0 million.
                      PMC must make its election within 60 days of Atna’s completion of its earn-in
                      requirements. If Barrick elects to sell its interest to Atna,
                      Atna may either
                      elect to purchase the interest or to not purchase the interest.
                      If Atna elects
                      to purchase PMC’s remaining 30% interest, Atna has a nine-month period to
                      arrange the financing to close the purchase.
 
  
   Figure
                      4-3, Detailed Land Status and Agreement Map
 (Source:
                      Atna Resources, Inc. & Pinson Mining Company, August 2004 - March
                      2005)
 
 **4.2.2**  **Underlying
                      Agreements - Unpatented Federal Mining Claims**
  Several
                      lease agreements are in place to control portions of the properties
                      comprising
                      the Pinson Project land holdings. Because of the complex ownership
                      and royalty
                      interests in the project area, all readers should consult Figure
                      4-3, Detailed
                      Land Status while reading the summary text of the underlying
                      agreements in
                      Sections 4.2.2, 4.2.3, and 4.2.4. Additionally, Table 4-1,
                      Land and Royalty
                      Summary, follows Section 4.2.4 and summarizes the complex land
                      status and
                      royalty agreements related to the property subject to the Atna-Pinson
                      Mining
                      Company agreement.
 
 **4.2.2.1**  **BEE
                      DEE group**
 Newmont
                      Capital Limited (50%) and W. G. Austin Trust (50%) are the
                      underlying owners of
                      the BEE DEE group of 58 unpatented federal mining claims located
                      in Sections 4,
                      5 and 6 of Township 37 North, Range 42 East and Sections 31,
                      32, and 33 of
                      Township 38 North, Range 42 East. The agreement provides for
                      annual minimum
                      advanced royalty payments, paid in monthly installments, to
                      the owners totaling
                      US$73,608 and the maintenance of the unpatented claims. Maintenance
                      fees to the
                      Bureau of Land Management and Humboldt County are current and
                      the next fees,
                      US$7,476.00, will be due in August and October 2005. The agreement
                      expires March
                      8, 2010 unless extended by either PMC or Atna by written notice
                      for an
                      additional 10-year term.
 
 The
                      agreement calls for a royalty of 4% Net Smelter Return until
                      royalties totaling
                      US$500,000 are paid to the owners. Thereafter, the royalty
                      is 2% Net Smelter
                      Return. All advanced production royalty payments are credited
                      against actual
                      production payments due.
 
 **4.2.2.2**  **J.
                      M. Torok Unpatented Claims**
 Mr.
                      Torok
                      is the underlying owner of 23 unpatented lode claims held by
                      PMC under the terms
                      and conditions of a Mining Lease agreement which expires on
                      February 14, 2011
                      unless renewed by PMC by written notice. Of the 23 claims covered
                      under the
                      lease, 5 claims are within the Pinson Project area of interest
                      and are part of
                      Atna’s property (Section 20, Township 38 North, Range 42 East).
                      The terms of the
                      agreement call for an annual advanced royalty payment of US$506
                      (pro-rata share
                      of claims within the Pinson Project area of interest) per year
                      and PMC is
                      required to maintain the unpatented claims in good standing.
                      Maintenance fees to
                      the BLM and Humboldt County are currently US$3,071 per year,
                      with the next fees
                      due in August and October of 2005.
 
 The
                      lease
                      carries a mineral production royalty of 5% Net Smelter Return
                      (conventional
                      milling) or a 4% Net Smelter Return (heap leach) royalty. All
                      advanced
                      production royalty payments are credited against actual production
                      payments
                      due.
 
 **4.2.2.3**  **VEK/Andrus
                      Unpatented Claims**
 VEK
                      Associates and Andrus Resources Corporation are owners of 56
                      unpatented lode
                      claims under lease by PMC and subject to the Atna-PMC agreement.
                      Term of the
                      lease continues through June 14, 2008 unless extended by written
                      notice by PMC.
                      The lode claims are located in Sections 4, 8, and 16, Township
                      37 North, Range
                      42 East. PMC’s lease agreement with VEK/Andrus includes provisions for a
                      minimum
                      annual advanced royalty payment of US$25,000 (currently payment
                      is US$31,000),
                      indexed to the consumer price index. Maintenance of the unpatented
                      mining claims
                      is the responsibility of PMC and will be US$7,076.00, due in
                      August and
                      September, 2005.
 
 The
                      agreement calls for a production royalty of 4% Net Smelter
                      Return on all mineral
                      production from the subject property. All advanced production
                      royalty payments
                      are credited against actual production payments due.
 
 **4.2.3**  **Underlying
                      Agreements - Patented Fee Lands**
  Three
                      lease agreements are in place controlling three separate patented
                      fee land
                      parcels within the Atna-PMC area of mutual interest at the
                      Pinson
                      Property.
 
 **4.2.3.1**  **Christison,
                      et al Lease**
 A
                      58.3333% interest in a 120 acre parcel in the southwest quarter
                      of Section 28,
                      Township 38 North, Range 42 East, is subject to a Mining Lease
                      agreement between
                      PMC and J. Christison (50% interest) and M. Murphy (8.3333%
                      interest). The other
                      41.6667% interest in this patented land parcel is owned directly
                      by PMC (subject
                      to a 2% retained Net Smelter Return Royalty by the sellers
                      on their pro-rata
                      undivided interest). The Christison lease provides for annual
                      advanced royalty
                      payments totaling US$17,172 per year (payable monthly on a
                      pro-rata ownership
                      basis).
 
 The
                      agreement also provides for a Net Smelter Return Royalty of
                      3% until
                      US$1,500,000 in royalty payments have been made upon which
                      the production
                      royalty rate decreases to 2%. All advanced royalty payments
                      are credited against
                      any future actual production royalties.
 
 **4.2.3.2**  **C.
                      Quinn Lease**
 The
                      Quinn
                      lease covers a 40 acre patented fee land parcel described as
                      the southeast
                      quarter of the northeast quarter of Section 13, Township 37
                      North, Range 42
                      East. The lease calls for an advanced minimum royalty payment
                      of US$1,000
                      annually from January 1, 2006 through January 1, 2010 and US$1,500
                      annually from
                      January 1, 2011 through January 1, 2015. Unless extended by
                      mutual agreement,
                      the lease will terminate on December 31, 2015.
 
 Included
                      in the agreement is a retained production royalty of 5% Net
                      Smelter Return for
                      milled ores and 4% of Net Smelter Return for heap leached ores
                      or other lower
                      recovery processing, payable to Quinn. No mineral production
                      has occurred on the
                      property to date.
 
 **4.2.3.3**  **Harris
                      Lease**
 PMC
                      leases 1,160 acres of land from R. Harris in the region and
                      320 acres of the
                      lease are a part of the Pinson Project lands. The lease cost
                      per year to the
                      Pinson Project is US$3,040, and is recoupable from actual production
                      royalty
                      payments for those payments made after January 1, 2002 ( payments
                      are paid
                      annually). The lands subject to this agreement are more specifically
                      described
                      as the south one-half of Section 13, Township 37 North, Range
                      42 East. The
                      agreement expires on December 31, 2013 unless extended by written
                      notice to
                      Harris.
 
 The
                      lease
                      calls for a 5% Net Smelter Return production royalty on all
                      minerals produced
                      from the property. To date, no mineral production has been
                      made from the Pinson
                      portion of the property.
 
 **4.2.4**  **Underlying
                      Agreements - Other Agreements**
  Several
                      other agreements affect the lands subject included in the Atna-PMC
                      agreement
                      including the Christison Seven Dot Range Management agreement.
 
 **4.2.4.1**  **Christison
                      - Seven Dot Agreement**
 This
                      agreement provides annually US$10,000 to be deposited and drawn
                      upon for range
                      improvements by the Christison’s Seven Dot cattle operation. Only 50% of this
                      cost is borne by the Pinson Project with the remainder paid
                      by PMC for the
                      remaining acreage which includes lands near its Preble project
                      to the south of
                      the Pinson property. This fund was set up to allow PMC to assist
                      and mitigate
                      effects of its operations on the Christison cattle business
                      and avoid the
                      continual requests for assistance from its neighbors, the Christisons,
                      to
                      provide backhoes, grader, or bulldozer work to benefit their
                      cattle grazing
                      business.
 
 **4.2.4.2**  **Rayrock
                      (Glamis Gold) Acquisition**
 Barrick
                      Gold and Homestake Mining (co-owners of Pinson Mining Company
                      at the time)
                      purchased Rayrock’s (now Glamis Gold) interest in Pinson Mining Company on
                      November 30, 1996 and Homestake became operator of the Pinson
                      Mine (which was in
                      production at the time). Subsequent to this purchase, Barrick
                      Gold purchased
                      Homestake and therefore PMC is not a wholly owned subsidiary
                      of Barrick
                      Gold.
 
 This
                      purchase transaction included an overriding royalty interest
                      in the lands
                      controlled by Pinson Mining Company at the time of the transaction.
                      This
                      overriding royalty varies dependent upon the type of land (patented
                      fee versus
                      unpatented claims) and any underlying royalties existing on
                      both owned and
                      leased parcels at the time of the transaction. For fee lands
                      owned by Pinson
                      Mining Company, Rayrock would be paid a 2.5% Net Smelter Return
                      Royalty on lands
                      not subject to an underlying royalty and 0.5% on those parcels
                      subject to a
                      royalty which would increase to a 1% Net Smelter Return royalty
                      if the average
                      gross value per ton of ore produced was greater than US$175/ton.
 
 On
                      fee
                      lands leased by Pinson Mining Company and subject to royalties
                      payable to a
                      third-party, the Rayrock royalty would vary from a minimum
                      of 0.5% Net Smelter
                      Return to a maximum of 5% Net Smelter Return as a result of
                      the underlying
                      royalty. The royalty percentage to Rayrock will be determined
                      as the difference
                      between a total royalty load of 6% less the underlying royalty;
                      however the
                      royalty will not exceed 5% or be reduced to less than 0.5%
                      Net Smelter Return.
                      For example, if the underlying royalty is 4%, then the Rayrock
                      overriding
                      royalty would be 6% less 4%, or a 2% royalty payable to Rayrock.
                      If the
                      underlying royalty is 0.5%, the Rayrock royalty would be 6%
                      less 0.5% = 5.5%,
                      which is greater than 5%, which would then be reduced to 5%.
                      If the underlying
                      royalty is 6% or greater, the Rayrock royalty interest would
                      be limited to 0.5%
                      of the Net Smelter Return.
 
 If
                      the
                      lands were controlled by unpatented lode mining claims and
                      not subject to
                      underlying third-party agreements with retained royalties,
                      the retained
                      production royalty would be 2.5% Net Smelter Return. If the
                      unpatented mining
                      claims have underlying retained royalties, then the Net Smelter
                      Return royalty
                      would be determined as is the royalty described above under
                      the patented lands
                      leased by PMC and subject to an underlying royalty, again with
                      a maximum of 5%
                      Net Smelter Return and a minimum of 0.5% Net Smelter Return
                      royalties dependent
                      upon the underlying royalty load.
 
 Additionally,
                      there is a production royalty “holiday” from production from existing pits and
                      extensions of mineralization within the pits applicable to
                      this agreement. The
                      initial “holiday” was limited to 200,000 ounces of gold production and there
                      remains approximately 80,000 “holiday” gold ounces remaining prior to the
                      project incurring any liability on this overriding royalty.
 
 **4.2.4.3**  **Cordilleran
                      Overriding Royalty**
 Cordilleran
                      Exploration, the original developers of the Pinson Project,
                      hold an overriding
                      royalty position on several parcels including the patented
                      lands of Sections 21
                      and 29, Township 38 North, Range 42 East. Cordilleran has a
                      3% Net Smelter
                      Return production royalty on Section 21 and a 5% Net Smelter
                      Return royalty on
                      Section 29. Cordilleran also holds an overriding royalty on
                      the Cord and Pacific
                      unpatented lode mining claims of 5% of Net Smelter Return.
                      Both these parcels
                      are in turn subject to the Rayrock overriding royalty. The
                      Cordilleran royalty
                      also covers the Tip Top claims in the south half of Section
                      30, Township 38
                      North, Range 42 East, and the Pacific claims making up the
                      majority of the west
                      half of the northwest quarter and the northwest quarter of
                      the southwest quarter
                      of Section 28, Township 38 North, Range 42 East.
 
 **4.2.4.4**  **Getchell
                      Gold/Newmont Capital Overriding Royalty**
 PMC
                      purchased three and three-quarter square miles of fee lands
                      from the Getchell
                      Mine. Getchell retained a 5% Net Smelter Return Royalty on
                      these parcels
                      (Sections 23, 27, 33, and the west one half and northeast quarter
                      of Section 25,
                      Township 38 North, Range 42 East. Additionally, Newmont Capital
                      controls (via
                      its acquisition of Euro Nevada Corporation) an additional 2%
                      Net Smelter Return
                      royalty on these parcels.
 
 **4.2.4.5**  **Echo
                      Bay Lands**
 PMC
                      purchased unpatented lode mining claims owned by Echo Bay Mines
                      (now Kinross) in
                      1998. Echo Bay retained a 2.5% Net Smelter Return Royalty on
                      the claims sold to
                      PMC. Additionally, these lands were subject to a finder’s fee agreement between
                      Echo Bay and Tony Eng where Mr. Eng is due US$5,000 per year
                      or a 1% Net Smelter
                      Return Royalty for bringing the claims to Echo Bay. Mr. Eng’s royalty interest
                      is subject to a maximum payment of US$135,000 in royalties
                      or advanced
                      royalties. Mr. Eng is due a minimum annual payment of US$5,000.
                      Lands subject to
                      this royalty override are the claims located in the Sections
                      24, 26, 35 and the
                      north half of Section 36, Township 38 North and Section 30,
                      Township 38 North,
                      Range 43 East.
 
 **4.3**  **Royalty
                      Summary**
  The
                      Pinson property package is made up of 38 property parcels and
                      nearly all are
                      burdened by one or more retained mineral production royalties.
                      Each parcel’s
                      royalty agreement (or agreements) is structured slightly different
                      than others
                      and therefore the royalty for any given parcel is likely to
                      be slightly
                      different than an adjacent parcel. The mineral resource, the
                      primary focus of
                      this technical report, occurs entirely within Sections 28,
                      29, 32, and 33;
                      Township 38 North; Range 42 East. Due to the relatively high-level
                      of
                      uncertainty for resource-level tonnage and grade calculations,
                      particularly when
                      the majority of the resource is categorized as “Inferred”, Atna has not yet
                      broken down the resource into individual property parcels.
                      Additionally, many of
                      the retained production royalty agreements include advanced
                      royalty payments
                      (see above sections) that are recoupable from actual production
                      royalty
                      payments, therefore initially the actual royalties paid upon
                      commencement of
                      production from any given parcel may be significantly less
                      than the stated
                      royalty rate defined in the table below. Ultimately, should
                      a minable reserve be
                      established, Atna will determine exactly what resource blocks
                      are located on
                      which parcels such that an accurate mine plan, royalty payment
                      burden, and cash
                      flow model for the project may be established as part of a
                      full feasibility
                      study on the project’s mineral resources and or reserves (if reserves are
                      established in the future).
  Table
                      4-1
                      is a summary of the individual royalty burden on all parcels
                      subject to the
                      Atna-PMC earn-in agreement:
 
 Table
                      4-1: Royalty Summary
 **Parcel
                                Location**
                            **Property
                                Description**
                            **Acreage**
                            **Royalty
                                Description**Township
                                38 North, Range 41 EastSection
                                36
                            18-lode
                                claims-PMC
                            360
                            5.0%
                                NSR; and $0.50 per ton of ore produced.Township
                                38 North, Range 42 EastSection
                                16
                            12-lode
                                claims
                            264
                            5.5%
                                NSR3-lode
                                claims
                            56
                            5.0%
                                NSRSection
                                20
                            28-lode
                                claims
                            460
                            No
                                Royalty Burden5-lode
                                claims
                            102
                            4
                                -5% NSR on precious metals, 2.5% NSR on base metals,
& $1.00 to
                                $1.50/ton for barite or barium based on specific
                                gravity of
                                ore.4-lode
                                claims
                            78
                            5.5%
                                NSRSection
                                21
                            640
                                acres of private land
                            640
                            5.5%
                                NSRSection
                                22
                            18-lode
                                claims
                            360
                            5.0%
                                NSRSection
                                23
                            640
                                acres of private land
                            640
                            7.5%
                                NSR.Section
                                24
                            36-lode
                                claims
                            640
                            2.5%
                                NSR
                              1.0%
                                NSR capped at $135,000Section
                                25
                            480
                                acres of private land
                            480
                            7.5%
                                NSRSection
                                26
                            36-lode
                                claims
                            640
                            2.5%
                                NSR)
                              1.0%
                                NSR capped at $135,000Section
                                27
                            640
                                acres of private land
                            640
                            7.5%
                                NSR.Section
                                28
                              (see
                                footnote 1)
                            23-lode
                                claims
                            400
                            5.0%
                                NSR7-lode
                                claims
                            120
                            5.5%
                                NSR120
                                acres, private land
                            50
                                (net)
                            2.0%
                                NSR70
                                (net)
                            5.0%
                                NSRSection
                                29
                              (see
                                footnote 1)
                            640
                                acres of private land
                            640
                            5.5%
                                NSRSection
                                30
                            32-lode
                                claims- PMC
                            545
                            No
                                Royalty burden5-lode
                                claims-PMC
                            95
                            5.0%
                                NSRSection
                                32
                              (see
                                footnote 1)
                            18-lode
                                claims
                            370
                            2.0%
                                NSR20-lode
                                claims
                            270
                            5.0%
                                NSRSection
                                33
                              (see
                                footnote 1)
                            640
                                acres of private land
                            640
                            7.5%
                                NSRSection
                                34
                            36-lode
                                claims
                            640
                            2.5%
                                NSR
                              1.0%
                                NSR capped at $135,000Section
                                36
                            18-lode
                                claims
                            320
                            2.5%
                                NSR
                              1.0%
                                NSR-capped at $135,000Township
                                38 North, Range 43 EastSection
                                30
                            36-lode
                                claims
                            640
                            2.5%
                                NSR
                              1.0%
                                NSR-capped at $135,000Township
                                37 North, Range 41 EastSection
                                12
                            25-lode
                                claims
                            450
                            5.0%
                                NSR
                              $0.50
                                per ton of ore producedSection
                                13
                            40-acre
                                fee land
                            40
                            5.0%
                                - 5.5% NSR320-acre
                                fee land
                            320
                            5.0%
                                - 5.5% NSRSection
                                14
                            24-lode
                                claims
                            438
                            5.0%
                                NSR and
                              $0.50
                                per ton of ore producedTownship
                                37 North, Range 42 EastSection
                                4
                            10-lode
                                claims
                            200
                            No
                                Royalty burden20-lode
                                claims
                            320
                            5.0%
                                NSR8-lode
                                claims
                            120
                            5.0%
                                NSRSection
                                6
                            36-lode
                                claims
                            640
                            5.0%
                                NSRSection
                                8
                            30-lode
                                claims
                            520
                            5.0%
                                NSR6-lode
                                claims
                            120
                            No
                                RoyaltySection
                                16
                            3-lode
                                claims
                            50
                            5.0%
                                NSRSection
                                18
                            18-lode
                                claims
                            360
                            5.0%
                                NSR and
                              $0.50
                                per ton of ore produced18-lode
                                claims
                            280
                            2.5%
                                NSR
                              1.0%
                                NSR-capped at $135,000**Total
                                Acreage**
                            **14,018**
 Table
                      Footnotes
 1)
                            The
                                resource announced in February 2005 by Atna Resources,
                                Ltd. for the Pinson
                                project and supported by the Pinson Gold Property
                                Technical Report (NI
                                43-101, Technical Report filed in March 2005 with
                                Sedar) is located with
                                in four (4) square miles highlighted in the land/royalty
                                table above
                                (Sections 28, 29, 32, and 33 of Township 38 North,
                                Range 42 East). Due to
                                the relatively high-level of uncertainty for resource-level
                                tonnage and
                                grade calculations, particularly when the majority
                                of the resource is
                                categorized as “Inferred”, Atna has not yet broken down the resource into
                                individual property parcels. Ultimately, should a
                                minable reserve be
                                established, Atna will determine exactly what resource
                                blocks are located
                                on which parcels such that an accurate mine plan,
                                royalty payment burden,
                                and cash flow model for the project may be established
                                as part of a full
                                feasibility study on the project’s mineral resources and or reserves (if
                                reserves are established in the
                                future).
 
 
 **5.0**  **Accessibility,
                      Climate, Local Resources, Infrastructure and Physiography**
  **5.1**  **Accessibility**
  Road
                      access to the Pinson Mine is by traveling east from Winnemucca
                      on Interstate 80
                      for 15 miles (24 km), turning north at the Golconda exit, proceeding
                      through
                      Golconda to Nevada State Highway 789 and continuing to the
                      end of the paved road
                      (16 miles). At that point the road forks and is unpaved. The
                      right fork leads to
                      the Ken Snyder Mine and the townsite of Midas. The left fork
                      leads to Pinson
                      Mine (4 miles), Getchell and Turquoise Ridge Mines (11 miles)
                      and terminates at
                      Twin Creeks Mine (15 miles).
 
 **5.2**  **Climate**
  There
                      are
                      11 climatologic stations within a radius of approximately 80
                      miles from the
                      Pinson Mine project area. These stations include: Battle Mountain,
                      Carlin
                      Newmont Mine, Golconda, Gold Banks Mine, Imlay, Leonard Creek,
                      Paradise Valley
                      Ranch, Paris Ranch, Rye Patch Dam, Sleeper Mine and Winnemucca,
                      the closest
                      weather station to Pinson Mine. Climatological records from
                      these stations range
                      in duration from 2 to 65 years. Precipitation data from the
                      Pinson Mine are also
                      available from 1980 up to the present. Based on the available
                      data, the average
                      monthly and annual precipitation, temperature, and evaporation
                      for the Pinson
                      Mine project area were developed. (Water Management Consultants,
                      1998).
 
 Precipitation,
                      although low, occurs steadily from October through June, and
                      falls significantly
                      in July through September. In a typical year, there are 27
                      days with measurable
                      precipitation, amounting to 16” of snow and 8” of rain.
 
  Based
                      on
                      30-year averages, these are the expected seasonal variations
                      in
                      temperatures:
  Table
                      5-1: Seasonal Temperature Variations
 **Month**
                            **Extreme
                                Low**
                            **Average
                                Low**
                            **Average
                                High**
                            **Extreme
                                High****January**
                            -
                                1
                                F (- 18 C)
                            17
                                F (- 8 C)
                            41
                                F ( 5 C)
                            57
                                F (14 C)**April**
                            16
                                F (- 9 C)
                            31
                                F (- 1 C)
                            62
                                F (17 C)
                            80
                                F (27 C)**July**
                            38
                                F (3 C)
                            53
                                F (12 C)
                            91
                                F (33 C)
                            102
                                F (39 C)**October**
                            15
                                F (- 9 C)
                            31
                                F (- 1 C)
                            67
                                F (20 C)
                            84
                                F (29 C)
 
 **5.3**  **Local
                      Resources and Infrastructure**
  **5.3.1**  **Background**
  Nevada
                      is
                      a mining state and well accustomed to mining. Humboldt County
                      itself is entirely
                      rural, with one population center, Winnemucca, the county seat,
                      located in the
                      southeastern part of the county. Winnemucca describes itself
                      as a "high desert
                      city full of classic charm," which has been continuously occupied
                      since about
                      1830 when it became a base camp for trappers, and later as
                      a way-station for
                      pioneers migrating to the California goldfields after 1849
                      (Winnemucca, NV web
                      site, 2005). Historically, Winnemucca was a local ranching
                      community which
                      branched out into support for large-scale mining following
                      the discovery of
                      significant gold deposits in the 1980s. Today, Winnemucca continues
                      in that
                      role, and has evolved as well into a jumping-off point for
                      local outdoor
                      recreation, as it is surrounded by vast tracts of Federally-administered
                      public
                      lands.
 
 **5.3.2**  **Physical
                      Infrastructure**
  The
                      major
                      highways are paved or well maintained. Interstate 80 traverses
                      the northern
                      third of Nevada, from Wendover, Utah to Verdi, California.
                      State Highway 789,
                      leading from Golconda northeast towards Pinson, is paved to
                      within 4 miles of
                      Pinson. The unpaved portion, which begins as a "Y" junction
                      at the end of
                      pavement, is considered a private road under the control of
                      Newmont Mining
                      Corporation. That road is well maintained and serves as the
                      main access roads to
                      both Newmont’s Twin Creeks Mine complex and Placer Dome’s Getchell and Turquoise
                      Ridge mines.
 
 Winnemucca
                      is served by a general aviation airport and daily passenger
                      rail service. Bus
                      service was terminated several years ago.
 
 Landline
                      dialup telephone service for the Internet is slow from the
                      minesite (28.8 kb via
                      modem, or less), but high-speed broadband is available through
                      satellite.
                      Cellular phone service is available, but contingent on the
                      strength of receiving
                      antennas, topography and lines of sight.
 
 **5.4**  **Adjacent
                      Operations**
  Two
                      active mine sites exist a few miles further north of Pinson:
                      the
                      Getchell/Turquoise Ridge complex at 5 miles, and the Twin Creeks
                      complex at 10
                      miles. Both sites create much passenger vehicle, shuttle bus
                      and freight-truck
                      traffic. In particular, Newmont ships refractory gold ores
                      from other Northern
                      Nevada properties to Twin Creeks for processing, and all Getchell/Turquoise
                      Ridge ores are processed at the Twin Creeks facilities.
 
 **5.5**  **Physiography,
                      Flora, and Fauna**
  **5.5.1**  **Physiography**
  The
                      Pinson Mine is situated in the Great Basin physiographic province
                      and the Basin
                      and Range tectonic province. North-south mountain ranges and
                      parallel
                      intermontane basins characterize the area. The entire region
                      is a closed
                      drainage system with all the permanent streams flowing to interior
                      "sinks" such
                      as the Carson and Humboldt sinks, or interior lakes such as
                      Pyramid and Walker.
                      Elevations in the area range from about 4,000 feet above mean
                      sea level in the
                      basinal areas, to over 9,000 feet in the surrounding ranges.
                      The terrain is
                      generally moderate.
 
 **5.5.2**  **Flora**
  The
                      Pinson Mine area is located in a sagebrush vegetation community,
                      with mixed
                      sagebrush-grass zones occurring at higher elevations or in
                      broad valleys.
                      Sagebrush and shrub species observed in the compilation of
                      earlier environmental
                      assessments (EAs) for Pinson include two varieties of sagebrush
                      (big and low);
                      three of rabbitbrush (rubber, green and low); bitterbrush;
                      little leaf
                      horsebrush; and desert peach. Grasses recognized include Sandberg
                      bluegrass,
                      cheatgrass, Basin wild rye, wheatgrass, needlegrass, pepperweed,
                      Russian
                      thistle, halogeton, phlox, lupine, balsamroot and Indian paintbrush
                      (BLM,
                      2001).
 
 **5.5.3**  **Fauna**
  The
                      area
                      supports a large number of small mammals, in particular Nuttall’s cottontail
                      rabbit and the black-tailed jackrabbit. These are by far the
                      most commonly
                      observed animals. Other small mammals known in the area include
                      the deer mouse,
                      western harvest mouse, Great Basin pocket mouse, long-tailed
                      vole,
                      chisel-toothed kangaroo rat, least chipmunk, and Townsend’s ground squirrel
                      (BLM, 2001). Mule deer and antelope also inhabit the foothills.
                      Predator mammals
                      identified as occasional visitors would include mountain lion,
                      bobcat, coyote
                      and badger. Scorpions and bull snakes have been seen on the
                      property (La Peire,
                      personal communication, 2005)
 
 The
                      vegetation is sufficiently dense to provide habitat suitable
                      for small ground-
                      and shrub-nesting birds, such as horned larks, sparrows, sage
                      thrashers,
                      nighthawks, barn swallows, meadowlarks, magpies and flycatchers.
                      Game birds
                      include mourning doves, California and mountain quail, sage
                      grouse, Hungarian
                      partridge and chukars. Raptor nests are not in evidence, but
                      it is likely that
                      golden eagles, western burrowing owl, ferruginous hawks and
                      prairie falcons are
                      the principal avian predators (BLM, 2001). A pair of ravens
                      has occupied the pit
                      areas throughout Atna’s exploration program.
  
 **6.0**  **History**
  **6.1**  **Summary**
  Mineral
                      exploration and discovery developed fitfully in this valley,
                      beginning with the
                      post-Civil War discovery of gold and silver in the Osgood Range,
                      resulting in
                      the organization of the Fremont Mining District in 1874 and
                      its reorganization
                      into the Potosi Mining District in 1878. The district as now
                      defined extends
                      from Kelly Creek Valley on the east to the south end of the
                      Osgood on the west,
                      approximately diagonally southwest from T. 39 N., R. 42 W.
                      to T. 37 N., R. 40 W.
                      (Tingley, 1998, p. 57).
 
 **6.2**  **Initial
                      Discovery**
  Within
                      the valley, mineral production was not significant until the
                      discovery of the
                      Getchell Mine in 1934. That discovery initiated a period of
                      gold production
                      there which continued intermittently until 1967. During this
                      period local
                      ranchers, Charles Ogee and Clovis Pinson, prospected and discovered
                      small
                      siliceous outcrops resembling Getchell ore, and leased them
                      to the Getchell Mine
                      owners, resulting in mining of approximately 100,000 tons in
                      1949-1950 from an
                      initial pit exposing ore grading 0.14 ounce per ton (opt) gold
                      (4.8 g/t)
                      (Kretschmer, 1983; McLachlan et al., 2000).
 
 **6.3**  **Pre-1970
                      Development**
  Exploration
                      efforts between 1950 and 1970 were limited to two programs:
 
 ·
                            A
                                1963 drilling campaign by Nevada Goldfields Corporation
                                to prove up a
                                resource of 47,000 tons @ 0.17 opt (5.8
                                g/t)
 ·
                            A
                                1968 JV between Getty Oil and Homestake Mining to
                                explore the Pinson
                                claims and complete 2 core holes
 
 **6.4**  **Cordex
                      Syndicate Exploration and Development**
  The
                      property remained functionally dormant until 1970, when an
                      exploration group
                      known as the Cordex I Syndicate (John Livermore, Peter Galli
                      and Rayrock
                      Resources) leased the property on the strength of its similarity
                      to Getchell and
                      structural position along the range-front fault zone bordering
                      the Osgoods.
                      Following a surface mapping and sampling program, 17 rotary
                      holes were completed
                      in and around the initial Pinson pit in 1971 and confirmed
                      only low-grade gold
                      values. An 18th step-out hole discovered a 90' (27.4 m) intercept
                      of 0.17 (5.8
                      g/t), indicative of a subcropping extension to known mineralization
                      northeast of
                      the original pit, resulting in the definition of what would
                      become the "A" zone
                      at the Pinson property - a 60 foot x 1,000 foot shear zone
                      estimated to contain
                      1.5 M tons of 0.18 opt Au.
 
 Continued
                      exploration southwest of the original pit defined the "B" zone,
                      estimated at 1.7
                      M tons at 0.15 opt Au. No production was attempted at the time
                      because of low
                      gold prices ($65 per oz) (Kretschmer, 1983; McLachlan et al.,
                      2000).
 
 The
                      gradual rise of gold prices to > $250 per oz. in the late 1970s allowed the
                      Cordex I Syndicate - which then consisted of several minority
                      partners - to
                      reorganize into a partnership known as Pinson Mining Company,
                      with Rayrock Mines
                      as the operator, and begin production. Homestake Mining Company
                      and Barrick Gold
                      became partners in Pinson Mining through their purchase of
                      some of the minority
                      interests (McLachlan et al., 2000).
 
 **6.5**  **Pinson
                      Mining Company Exploration and Development**
  Pinson
                      Mining began development of the A Pit in 1980, and produced
                      gold from it the
                      next year. Production from the B Pit followed in 1982. Step-out
                      drilling in
                      1982-1983 to the northeast of the A zone intersected 2 more
                      discrete zones: the
                      C zone extending ENE from the A zone, and the CX zone extending
                      NE from the C
                      zone. C zone production replaced the final B zone production
                      in 1988, and CX
                      production was delayed until 1990, owing to the slightly greater
                      stripping
                      requirement to reach ore.
 
 Step-out
                      drilling NE of the CX zone in 1984 located an apparently independent
                      fault
                      system (striking NNW, dipping steeply E) that became the core
                      of the MAG
                      Deposit, which went into production in 1987. In 1993, step-out
                      drilling NW of
                      the CX zone once again established more ore in proximity, a
                      CX West zone
                      subparallel to, and closer to, the Osgood Mountain front. Pinson
                      Mining Company
                      produced from the CX, CX West and MAG pits as long as possible
                      in the mid to
                      late 1990s, until a combination of falling gold prices and
                      erratic mill feed
                      forced closure of its oxide mill in early 1998. Continued attempts
                      to expand
                      production of oxide ore failed, and all active mining ceased
                      on January 28, 1999
                      (McLachlan et al., 2000).
 
 **6.6**  **Homestake-Barrick
                      Exploration**
  Homestake
                      and Barrick conducted a JV exploration program from 1996 to
                      2000 expending some
                      $12 million on the project. The JV then determined it would
                      not expend any
                      further funds on exploration. Subsequent to that decision,
                      Barrick acquired
                      Homestake Mining Company and drilled an additional three exploration
                      drill holes
                      in 2003.
 
 **6.7**  **Pinson
                      Project Production Summary**
  Historically,
                      the district was credited with Au production in excess of 1
                      M oz, but less than
                      100,000 oz. Ag (Tingley, 1998, p. 108 & 120). Independently, Barrick
                      compiled a similar record of production and credits the Pinson
                      mine property
                      with production of 986,000 ounces of gold ( Appendix
                      6-1, Discovery & Production History) .
 
 **6.8**  **Atna
                      Resources Exploration**
  Atna
                      Resources began project planning during July of 2004 and began
                      drilling at the
                      Pinson property in August 2004 after the execution of the earn-in
                      agreement with
                      Pinson Mining Company on August 12 th .
  
 **7.0**  **Geological
                      Setting**
  **7.1**  **Regional
                      Setting**
  For
                      the
                      last half-century, sediment-hosted, Carlin-type gold systems
                      have accounted for
                      most economic gold discoveries in Nevada. Mineralization in
                      these environments
                      lies mainly in four geographic belts of mostly Paleozoic carbonate
                      rocks. These
                      belts are located in north-central Nevada, and the three most
                      productive pass
                      through the townsites of Carlin (“Carlin Trend”), Battle Mountain (“Battle
                      Mountain-Eureka Trend”) and Golconda (“Getchell Trend”). The fourth belt, the
“Independence Trend”, is located north of the town of Elko and is the location
                      of the Jerritt Canyon group of mines (Queenstake Resources)
                      and the Big Springs
                      Mine (Golden Gate Resources). Collectively, these belts hold
                      a geochemical
                      endowment of over 200 million ounces of gold. A key to understanding
                      this
                      endowment lies in understanding the structural relationships
                      of the
                      stratigraphic section.
 
 The
                      Paleozoic era throughout north-central Nevada is a period in
                      which a craton
                      extended from the Mid-Continent westward to about the longitude
                      of present-day
                      Battle Mountain (Stewart, 1980). East of the inferred craton
                      margin was a gently
                      sloping (miogeoclinal) carbonate shelf, consisting of a variety
                      of quiet-water
                      quartzite, limestone, and intrabasinal shale (“Eastern Assemblage” rocks); and
                      west of the margin was a much deeper oceanic environment depositing
                      a sequence
                      of siliciclastic sediments, largely composed of deep-water
                      shale, chert, and
                      volcanic ashes and flows (“Western Assemblage” rocks).
 
 During
                      the Paleozoic, sedimentary rocks were structurally deformed
                      by a series of
                      east-directed compressional tectonic events. There were at
                      least two such events
                      of primary importance: A Devonian-Mississippian event, transporting
                      pre-Devonian
                      deep-water sediments eastward ("Antler orogeny") created the
                      Roberts Mountain
                      and associated thrust faults. This was followed by a Permo-Triassic
                      event,
                      transporting Mississippian to Permian age deep-water sediments
                      eastward ("Sonoma
                      orogeny") creating the Golconda and Humboldt Thrust faults.
                      A period of tectonic
                      quiescence, allowing for the deposition of local basin sands
                      and conglomerates
                      and shallow limestones of the “overlap” sequence, marked erosion and subsidence
                      during Mississippian to Permian times, and separated the two
                      compressional
                      events.
 
 Both
                      compressional events deformed rock units into a series of folds,
                      and thrust the
                      western assemblage siliciclastic rocks over the eastern assemblage
                      carbonate
                      rocks, forming one of the principal structural traps necessary
                      for the formation
                      of Carlin-type sediment-hosted gold deposits.
 
 Compressional
                      tectonics continued until the earliest Tertiary with the emplacement
                      of granitic
                      stocks, the development of additional fold and thrust belts,
                      and the onset of
                      strike slip faulting. Much of this activity was west of the
                      Battle
                      Mountain-Eureka Trend, but extended as far east as Western
                      Utah and Southern
                      Wyoming.
 
 Beginning
                      in Tertiary time, about 48 Ma, extensional tectonics became
                      the primary tectonic
                      regime in the Great Basin. This structural style formed a series
                      of horsts and
                      grabens, resulting in the present-day landscape of northerly
                      oriented parallel
                      mountain ranges and valleys (Stewart, 1980). Owing to the large
                      number of
                      Carlin-type deposits with ages between 35 and 48 Ma (Arehart
                      et al., 2003), the
                      onset of extension has been considered by some (Ilchik and
                      Barton, 1997) to be
                      an important factor in the genesis of these deposit types.
 
 Figure
                      7-1. Regional Stratigraphy
 (Source:
                      Atna Resources, March 2005)
 
 In
                      a
                      general sense, this geologic history of north-central Nevada
                      is reflected
                      somewhat in the geology of the Osgood Mountains. The range,
                      as mapped by Hotz
                      and Willden (1964), and Erickson and Marsh (1974) shows a variety
                      of rock units
                      through time (Figure 7-1, Regional Stratigraphy). These initial
                      workers show the
                      oldest Cambrian-aged siliclastics (Preble and Osgood Mtn. quartzite)
                      to be
                      overlain by Ordovician carbonate rocks (Comus Formation), and
                      folded into a
                      broad, north plunging anticline. The west flank of this anticline
                      has been
                      overthrust by deep-water siliceous shale and cherts of the
                      Ordovician Valmy
                      Formation, while in the core of the range, and in scattered
                      localities on the
                      east side of the range, sands and conglomerates of the Battle
                      Formation and
                      limestones of the Etchart Formation lie unconformably on, or
                      are in fault
                      contact with, these older folded rocks (Figure 7-2, Regional
                      Geology ).
 
 A
                      second
                      structural event has been mapped by these early workers along
                      the northwest and
                      southern flanks of the Osgood Mountains. This event displaces
                      Mississippian
                      volcanics and Pennsylvanian shales, marking the Golconda and
                      Humboldt thrusts.
                      Before the onset of extension in the Tertiary, Cretaceous stocks
                      consisting of
                      diorite and granodiorite were intruded into the core of the
                      range, and created a
                      large, thermally-metamorphosed aureole with several tungsten
                      skarns surrounding
                      the stock. Capping the sequence are Tertiary volcanic rocks
                      consisting of older
                      rhyolite tuffs, Miocene basalt and andesite flows, and younger
                      basalt
                      flows.
 
 Due
                      to
                      structural complexity and lithologic variations within the
                      range, more recent
                      workers (Jones, 1991, Madden-McGuire and Marsh, 1991, and McLachlan
                      et al.,
                      2000) have distinguished terranes based on age, structural
                      history, and
                      lithology. Four principal terranes have been identified (Figure
                      7-3,
                      TectonoStratigraphy).
 
 These
                      are:
  ·
                            An
                                Osgood Mountain terrane, consisting of the structural
                                block cored by
                                pre-Cambrian/Cambrian Osgood Mountain quartzite in
                                the southern Osgoods,
                                and in the Pinson-area, Cambrian-Lower Ordovician
                                Preble phyllites,
                                Ordovician Lower and Upper Comus, and an intrusive
                                Cretaceous granodiorite
                                stock. The domain of these rocks extends northward,
                                from Preble through
                                Pinson to Getchell. Further northeast, at the Turquoise
                                Ridge and Twin
                                Creeks Mines, the Upper Comus is additionally overlain
                                by a local
                                assemblage (Twin Creeks Member) of calcareous shales
                                intruded by numerous
                                mafic sills.
 
 The
                      remaining three terranes are structural overlap sequences which
                      generally crop
                      out further north:
  ·
                            A
                                Leviathan allochthon terrane, presumably Ordovician,
                                exposed only at
                                Turquoise Ridge and Twin Creeks, characterized by
                                cherty, basaltic, and
                                pelagic (tuffaceous) sequences thrust over the Twin
                                Creeks
                                Member.
 ·
                            An
                                "Antler overlap" sequence, consisting of a regional
                                Battle Mountain
                                quartzite-rich conglomerate and overlying Pennsylvanian-Permian
                                Etchart
                                calcareous sandstone/fossiliferous limestone pairing,
                                all of which are
                                locally absent at Pinson.
 ·
                            A
                                Golconda allochthon terrane, transporting Mississippian
                                Goughs Canyon and
                                Penn-Permian Farrel Canyon sediments, but restricted
                                areally to the
                                northern part of the Osgood Mountains, far from Pinson
                                proper.
  
 Figure
                      7-2 Regional Geology
 (Source:
                      Atna Resources, March 2005)
  
 Figure
                      7-3. TectonoStratigraphy
 (Source:
                      Atna Resources, March 2005)
 
 **7.2**  **Pinson
                      Mine Setting**
  The
                      Pinson Mine site lies on the east flank of a large stock of
                      Cretaceous
                      granodiorite which cores the southern part of the Osgood Mountains
                      (Figure 7-4,
                      Mine Site Geology). Sediments peripheral to the east side of
                      the stock dip
                      moderately to steeply southeast, east and northeast, depending
                      on their
                      circumferential position. The lowest stratigraphic units preserved
                      against the
                      granodiorite contact are Cambrian Preble phyllitic shales,
                      limestone interbeds,
                      and variously hornfelsed sediments. These are overlain by a
                      thick sequence of
                      variegated Ordovician Comus sediments with a significant carbonate
                      content.
                      Generally, the lowest parts of the Comus are massive, micritic
                      limestones; the
                      middle portion is dominated by mixed limestone shale interbedded
                      sequences,
                      often combined with local debris flows; and the upper Comus
                      is characterized by
                      mildly to non-calcareous shales.
 
 The
                      Comus
                      Formation is in enigmatic depositional relationship to the
                      underlying Preble
                      Formation. It is routinely believed to be conformable or depositional,
                      but in
                      fact at Pinson Mine the contact is for the most part faulted,
                      subparallel to the
                      envelope of the Range Front Fault.
 
 The
                      Cretaceous granodiorite stock, emplaced at 90-92 Ma (Groff
                      et al., 1997, cited
                      in McLachlan et al., 2000) has created an irregular contact
                      metamorphic aureole
                      extending up to 10,000 feet (3,000 m) from its perimeter. The
                      effects on the
                      metamorphosed sedimentary section vary:
 ·
                              Much
                                  of the Preble section is
                                  hornfelsed;
 ·
                              The
                                  Upper Preble in particular is converted to a maroon,
                                  biotite-cordierite
                                  hornfels;
 ·
                              The
                                  Lower Comus is commonly calc-silicated (converted
                                  to wollastonite and
                                  idocrase);
 ·
                              The
                                  Upper Comus may be converted to chiastolite
                                  hornfels.
  The
                      most
                      important structural feature of the Pinson Mine area is the
                      network of faults
                      that borders the escarpment marking the southern and eastern
                      edge of the Osgood
                      granodiorite. This fault system has been variously interpreted
                      as a single
                      master fault (Range Front Fault) curving around the stock or,
                      more likely, a
                      network of shorter, straighter segments that collectively accommodate
                      several
                      thousand feet of displacement while making a 50 degree bend
                      around the SE corner
                      of the stock (Pinson Fault on south margin; CX Fault on southeast
                      margin; Range
                      Front Fault on east margin). Sedimentary rocks in the vicinity
                      of this
                      curvilnear system generally dip steeply away from the contacts
                      of the
                      granodiorite.
 
 The
                      relation of the Range Front and CX faults to Pinson stratigraphy
                      may be
                      characterized as follows:
 
 ·
                            The
                                "floor" of the complex is the Osgood
                                granodiorite;
 ·
                            The
                                Cambrian Preble may be in intrusive contact with
                                the
                                granodiorite
 ·
                            The
                                Range Front fault will mark the approximate location
                                of the contact
                                between the Cambrian Preble and Ordovician Comus.
                                The contact zone will be
                                brittlely broken or ductilely
                                sheared.
 ·
                            The
                                CX fault zone will separate Lower Comus from Middle
                                Comus.
 ·
                            The
                                Upper Comus may be folded in a synform between the
                                Range Fault and CX
                                faults, and be involved in some Range Front mineralization,
                                but will not
                                be geometrically involved in any CX
                                faulting.
 
 In
                      addition to the large-scale fault system described above, there
                      are numerous NW
                      and a few E-W structures identified in past mapping and drilling.
                      Generally,
                      these appear to be mostly older than, and truncated by, the
                      main system. Some of
                      these faults have been reactivated enough to disrupt the continuity
                      of the main
                      Pinson system.
 
 North
                      of
                      the Pinson Mine proper, a few core holes have intersected definite
                      repetitions
                      of the Preble/Comus stratigraphic section. It is
                      probable that a sole thrust locally places Preble over Comus.
                      Imbricate systems
                      of this nature produce thrust duplexes which are highly susceptible
                      to
                      mineralization. Well-exposed examples are currently being mined
                      in, for example,
                      the Cortez District south of Battle Mountain (Hays et al.,
                      2004).
 
 Figure
                      7-4. Mine Site Geology
 (Source:
                      Atna Resources, March 2005)
  
 **8.0**  **Deposit
                      Type**
  
 **8.1**  **Sediment-hosted,
                      Carlin-type Gold System**
  Gold
                      mineralization at the Pinson Mine is considered to be typical
                      of ‘Carlin-type,’
or sediment hosted gold deposits.
 
 ‘Carlin-type’
                      mineralization was first recognized from discoveries in east-central
                      Nevada in
                      the early 1960s (Carlin Mine). Similar deposits had been mined
                      prior to the
                      1960s (for example Getchell, first mined in the 1930s), but
                      their discovery in
                      Nevada in 1961, and the recognition of the gold endowment they
                      represented, has
                      led to the opening of more than 100 mines, producing about
                      200 million ounces of
                      gold, assuring Nevada a leading position in world gold production
                      (Cline, 2004,
                      p. 1).
 
 Carlin-type
                      gold deposits display the following characteristics:
 
 ·
                            Gold
                                occurs primarily as ionic substitution or micron-sized
                                particles, often in
                                arsenian pyrite, locally termed “sooty
                                pyrite”.
 ·
                            Gold
                                is hosted primarily by silty limestone to calcareous
                                siltstone lithologies
                                in the vicinity of major structural
                                zones.
 ·
                            Gold
                                mineralization is concentrated in structural traps
                                and/or replacement
                                horizons of receptive permeable
                                beds.
 ·
                            Subtle
                                alteration, dominated by decalcification and argillization
                                of the host
                                rock, and accompanied by selective silicification
                                (jasperoid) and
                                carbon-flooding.
 ·
                            “Gangue”
                                (non-economic) minerals - calcite (calcium carbonate),
                                siderite (iron
                                carbonate), and-ferroan-dolomite (calcium-magnesium
                                carbonate) - occur as
                                geochemical fronts at many deposits, but are not
                                ubiquitous.
 ·
                            “Pathfinder”
                                elements (Sb, As, Hg) often occur in spatial association
                                as the minerals
                                orpiment, realgar, stibnite, or
                                cinnabar.
 ·
                            Dikes,
                                although not ubiquitous at some deposits, are characteristic
                                at most
                                (Getchell, Goldstrike, Meikle, Jerritt Canyon) and
                                occupy many of the
                                mineralized fault zones in the
                                deposits
 
 Mass-balance
                      analysis of plausible chemical reactions in individual deposits
                      has led to a
                      belief that (1) fluid-wallrock interactions and (2) sulfidation
                      of reactive iron
                      are important deposit-scale mechanisms of mineralization. Although
                      this chemical
                      feature is well-documented (Hofstra and Cline, 2000; Stenger
                      et al., 1998), the
                      underlying reason for it is not.
 
 Except
                      for the gold-arsenian pyrite association, other features of
                      Carlin-type systems
                      do not seem to be characteristic of a particular process (such
                      as banded veins
                      in epithermal systems) that would tie into a genetic explanation
                      for the
                      occurrence of the system (Seedorff and Barton, 2004). The deposits
                      require
                      sources of heat, gold, sulfur, and iron; a means of fluid transport;
                      and
                      receptive rocks. The receptive rocks, fortunately, exist over
                      a large area of
                      east-central Nevada, as explained earlier in the general review
                      of Paleozoic
                      stratigraphy. There are numerous occurrences of telescoped
                      overthrust sections,
                      both older-over-younger and younger-over-older, which place
                      potential ore hosts
                      in a variety of complex structural and stratigraphic settings,
                      which create a
                      variety of traps, and large regional structures cutting through
                      these sections
                      that serve as pathways for circulation of hydrothermal fluids.
 
 One
                      enigma remains the heat source. Both magmatic and metamorphic
                      sources have been
                      discounted, as there seems to be no direct age relationship
                      to major stocks, and
                      regional metamorphism would have likely occurred in the Late
                      Cretaceous or
                      Earliest Tertiary, when plate collisions, underthrusting of
                      continental slabs
                      and crustal-thickening events were active. Two theories are
                      gaining currency,
                      though:
 
 1.
                            Regional
                                Eocene magmatism was probably a major source of thermal
                                energy throughout
                                the Carlin-type province (Johnston and Ressel,
                                2004);
 2.
                            Basinal
                                mechanisms, which rely on the onset of Basin-Range
                                extension to create
                                crustal permeability, could have facilitated the
                                widespread circulation of
                                heated meteoric water (Seedorff and Barton,
                                2004).
 
 Ambiguous
                      igneous and radiometric evidence exists to lend support to
                      either of the above
                      hypotheses: presumed Tertiary dikes occur at many of the deposits,
                      and a great
                      number of deposits have been dated at 39-42 Ma (Arehart et
                      al.,
                      2003).
  
 **9.0**  **Mineralization**
  Past
                      production focused solely on oxidized ore. Oxidation is extensive
                      in the
                      CX-Pinson fault system, affecting the entire length of the
                      zone and penetrating
                      up to 1500 feet in depth. The oxidation process generated pervasive
                      limonite,
                      hematite, and other iron and arsenic oxides. Oxidation is variably
                      developed in
                      the Range Front fault. In some fault and shear zones, oxidation
                      is present at
                      depths of 1800 feet; in other places oxidation gives way at
                      shallow depths
                      (<500 feet) to sulfide mineralization.
 
 Sulfide
                      mineralization is a pervasive event consisting of two stages
                      of pyrite
                      development, a non-ore pyrite, and an ore-stage arsenian pyrite.
                      In hand
                      specimens, gold bearing pyrite is a dull brassy to black color
                      and extremely
                      fine-grained. Remobilized carbon is usually associated with
                      the pyrite, giving
                      the sulfides a “sooty” appearance. Gold is primarily contained in pyrite, or
                      found as rims around fine pyrite grains ( Wallace
                      and Wittkopp, 1983 ,
                      Foster,
                      1994). Detailed geochemical work suggests there is also a primary
                      positive Au-Hg
                      (and weaker Au-As) correlation, as well as a negative Au-Ba
                      association, which
                      is preserved in the unoxidized environment (Foster and Kretschmer,
                      1991). No
                      other major elements (Pb, Zn, Cu, Mo, F) show any positive
                      or negative relation
                      to Au.
 
 **9.1**  **Host
                      Rocks**
  The
                      environments being targeted for continued exploration are shown
                      in three
                      representative cross sections which span the area of the current
                      resource
                      calculation and structures under study:
 
 ·
                            Section
                                6800 NE (Appendix
                                9-1)
                                shows the principal relationships involving the CX
                                fault and related
                                strands.
 ·
                            Section
                                7100 NE (Appendix
                                9-2)
                                is 300 feet further NE along strike of the CX fault
                                zone, and picks up the
                                definable beginnings of the Range Front fault
                                zone.
 ·
                            Section
                                7700 NE (Appendix
                                9-3)is
                                another 600 feet further NE along the same trend,
                                and shows principally
                                the Range Front fault zone.
 
 In
                      all
                      three sections, several features of stratigraphy and structure
                      are
                      evident.
 
 Host
                      rocks for gold mineralization at Pinson are a sequence of interbedded
                      shale,
                      siltstone, and limestone of the Upper and Lower Comus Formation
                      of Ordovician
                      age. These rocks are exposed in outcrop and the mine pits along
                      the east flank
                      of the Osgood Mountains. The Upper Comus is a gently east-dipping
                      complex
                      consisting of black carbonaceous shale interbedded with varying,
                      but minor,
                      amounts of calcareous siltstone and silty limestone. Beneath
                      the Upper Comus
                      lies a large volume of rock assigned to the Lower Comus, which
                      consists of a
                      monotonous sequence of interbedded shale and limestone in roughly
                      equal
                      proportions. Local variations in the Upper and Lower Comus
                      have been assigned
                      unit names of “Ocls” and “Ocib” depending on relative abundance of limestone
                      versus shale.
 
 Within
                      the Lower Comus interbedded shale/limestone unit, there are
                      large irregular pods
                      of Ordovician contact-metamorphosed carbonates, ranging from
                      pure marble to
                      garnet-epidote skarn to calc-silicated, wollastonite-dominated
                      rocks. These are
                      combined as skarn/marble (“Osm”) and shown separately on the cross-sections.
                      Finally, the lowest defined stratigraphic unit is the Cambrian
                      Preble,
                      ordinarily a maroon colored hornfelsed phyllite in the Pinson
                      mine
                      area.
 
 Structurally,
                      the cross-sections are dominated by two large fault systems.
                      The CX fault zone,
                      appearing on 6800 NE and 7100 NE, is a zone of brittle fracture
                      within the Ocib
                      package, and creates one dominant and several narrower splays
                      of mineralization.
                      The Range Front fault zone (displayed on cross-sections 7100
                      NE and 7700 NE), in
                      contrast, is much thicker and persistent, and involves the
                      Cambrian/Ordovician
                      contact zone in extensive brecciation. On the sections, the
                      contact zone is
                      represented as a single line, but in reality is obliterated
                      in many core
                      intercepts by a broad zone of shearing.
 
 Internally,
                      the rocks display a significant degree of ductile deformation
                      of undetermined
                      age. Numerous instances of necking, rotation and dismembering
                      of beds, polished
                      slip surfaces, healed discontinuities and sheath folding are
                      evidence of
                      deformation under high confining pressures, and mask less extreme
                      features, such
                      as debris-flows and related soft-sediment deformation.
 
 **9.2**  **Alteration**
  Alteration,
                      consisting of silicification, decalcification, argillization,
                      introduced carbon
                      and pyrite, is enhanced along structural zones. Primary alteration
                      associated
                      with the gold mineral system has been affected by a later stage
                      of oxidation,
                      with or without the development of clay fracture-fillings and
                      veinlets.
 
 The
                      alteration suite at Pinson displays features common to other
                      Carlin-type,
                      sediment-hosted environments. Historical accounts of the Pinson
                      Mine (McLachlan
                      et al., 2000) describe alteration found along the CX and MAG
                      faults.
 
 In
                      the CX
                      environment, which includes the A, B, C, CX and CX West pits,
                      there were
                      gradational changes in the style and intensity of alteration.
                      Beginning in the
                      southwest, the B Pit was noted as a faulted interface between
                      carbonates and
                      argillites, with gold deposition occurring in weakly silicified
                      and kaolinized
                      fractures. Nearby, the A Pit was dominated by the development
                      of gold-rich
                      jasperoid (silicification of limestone-dominant rocks); within
                      it, arsenical
                      pyrite contained inclusions of <5 micron free gold. Accessory minerals were
                      chalcedony, kaolinite, marcasite, pyrite and sericite. Further
                      northeast, the C
                      Pit hosted ore in decalcified carbonates cut by small cross-faults.
 
 The
                      CX
                      Fault Zone, developed in the CX Pit, was characterized by a
                      swarm of subparallel
                      fault strands containing silica-pyrite replacements along narrow
                      zones of
                      carbonate. Silicification was more prevalent here than in the
                      Range Front zone.
                      A large volume of the adjacent hangingwall carbonate was thoroughly
                      decalcified,
                      but barren. Broad pervasive zones of alteration are not present
                      within the CX
                      mineral zone. Argillization and calcite veining occur in and
                      adjacent to the
                      fault zone. In many instances the fault breccia matrix has
                      been completely
                      argillized (Kretschmer, 1983). A deep core test undertaken
                      in 1993 (DDH-1541)
                      encountered a leached, gold-bearing zone containing marcasite,
                      arsenopyrite, and
                      traces of cinnabar, realgar, stibnite, sphalerite, galena and
                      native arsenic.
                      The CX West Pit, a fault zone parallel to but 600 feet west
                      of the CX, hosted
                      ores extracted from the faulted contact zone separating lower,
                      calc-silicated
                      Comus carbonates from Upper Comus argillites.
 
 The
                      MAG
                      pit developed near the projected intersection of the north-northwest
                      trending
                      MAG fault and the northeast trending CX fault. Certain lithologies
                      (calcareous
                      argillite and shale) were preferentially mineralized relative
                      to others (pure
                      argillite and calc-silicates). The dominant alteration elements
                      were total
                      decalcification and leaching of the carbonate host, accompanied
                      by extensive
                      argillization. Pervasive silicification healed fault gouge
                      and breccias,
                      produced jasperoids in the leached rock, and replaced undisturbed
                      rock adjacent
                      to the silicified structures.
 
 The
                      Range
                      Front fault zone, in contrast to the CX-related system, displays
                      primarily
                      pervasive argillization and decalcification of the host rock.
                      Where strongest,
                      the zones consist of punky, spongy decalcified limestone in
                      an argillically
                      altered shaley, silty matrix. White and green clay fracture-
                      and void-fill
                      veinlets and patchy zones occur which give the rock a mottled
                      appearance.
                      Silicification appears minor and occurs as a broad overprint,
                      perhaps related to
                      diagenesis, or as altered clasts in breccia zones. Calcite
                      veining is prevalent
                      throughout the system but is strongest along the margins of
                      the Range Front
                      fault envelope.
 
 In
                      the
                      Atna exploration program to date, mineralized core holes in
                      both the CX and
                      Range Front (RF) zones encountered the alteration features
                      typical of past
                      Pinson mining experience, and expected in Carlin-type systems,
                      as detailed
                      below:
 
 Table
                      9-1: Inventory of Alteration Types in Atna Phase I Drilling
 **Alteration
                                Type**
                            **Example
                                CX Holes**
                            **Example
                                RF Holes**Weak
                                silicification
                            201,
                                204
                            208,
                                215, 223, 229AStrong
                                silicification
                            204,
                                206, 211, 213, 216, 219
                            209,
                                212, 221, 227, 230Decalcification
                            206,
                                216
                            212Argillization
                            203,
                                204, 211, 216, 220
                            202,
                                209, 212, 215Carbon
                                flooding
                            216,
                                219, 226
                            202,
                                221, 225Secondary
                                pyrite
                            219,
                                226
                            202,
                                207, 215, 221Orpiment
                                & realgar
                            226
                            202,
                                215, 223, 228Oxidation
                            203,
                                219
                            230Brecciation
                            204,
                                211, 216, 219, 220
                            205,
                                207, 209, 210, 212,
                              215,
                                221, 222, 223, 225
 
 **9.3**  **Mineralized
                      Zone Configuration**
  Figures
                      9-1 and 9-2 show grade thickness contours defining the current
                      known morphology
                      of the CX and Range Front Fault mineralized zones in longitudinal
                      section. The
                      sections are oriented approximately N30E, with the left edge
                      southwest, the
                      right edge northeast, and the section dipping toward the viewer
                      at 55 degrees.
                      The sections represent the grade multiplied by the thickness
                      of mineralization
                      along the strike of the fault plane. Pinson Mining Company
                      drill holes are shown
                      in green and recent Atna Resources drilling shown in yellow
                      ochre.
 
 The
                      CX
                      mineral zone (Figure 9-1) is the smaller of the two, with an
                      approximate strike
                      length of nearly 2000 feet and an overall down-dip extent in
                      excess of 1500
                      feet, with grades averaging better than 0.25 oz/ton. From the
                      section it can be
                      seen that mineralization is poddy near the surface, with three
                      separate zones of
                      mineralization at and just below pit level. Below about 4500
                      feet in elevation,
                      mineralization becomes more consistent, with two separate bodies
                      in evidence.
                      Both extend down dip over 600 feet, with strike lengths of
                      300 to 500 feet.
                      These two zones are separated by a weak to non-mineralized
                      zone. Causes for this
                      barren zone are not fully understood, but post mineral faulting
                      is a likely
                      cause.
 
 Atna
                      Resources’ drill program in the CX was designed to define the extents
                      of the
                      southern mineral zone, and firm up the potential down dip extent
                      in the northern
                      mineral zone. Holes APCX-226, 224, 218 and 216 limited the
                      extent of the
                      southern mineral zone on the south and north edges, helping
                      to refine the barren
                      zone between the north and south zones. Hole APCX-219, arguably
                      the best Atna
                      drill hole into CX mineralization, added significant width
                      and grade potential
                      to the northern mineral zone. This hole also helps define a
                      roughly 20 degree
                      northeast oriented rake in thicker, higher grade mineralization.
                      This thicker
                      zone remains open at depth to the northeast.
 
 
 Figure
                      9-1. Grade-Thickness Long Section, CX Fault Zone
 (Source:
                      Atna Resources, March 2005)
 
 Mineralization
                      along the Range Front Fault, in contrast to the CX Fault, appears
                      to be more
                      consistent (Figure 9-2). Drill spacing in the Range Front system
                      is broad at
                      this stage, but what appears to be developing is a near vertical
                      zone of
                      mineralization from about 4700 feet in elevation, down to approximately
                      3500
                      feet, with grades greater than 0.1 oz/ton gold. In the early
                      stages of
                      exploration, this columnar area appears to consist of two connected
                      zones below
                      4400 feet, and a separate zone above 4500 feet. The area between
                      the zones is
                      weakly mineralized (see APRF-215), and may represent post-mineral
                      offset along
                      the CX West Fault, an ENE trending, west-dipping fault.
 
 Prior
                      to
                      Atna’s program, mineralized intercepts in the Range Front zones
                      were sparse,
                      with holes spaced 400 to 600 feet apart. Atna’s program was designed primarily
                      to fill in between these intercepts and step out from known
                      thick high grade
                      intercepts in holes HPR-050, HPC-162, HPC-144, and HPC-075
                      drilled by Homestake
                      Mining Company (HMC) as operator of the Project for the Homestake/Barrick
                      partnership. Atna’s program has begun to define an upper zone of mineralization
                      with offsets of hole HPR-050 that carry mineralization up dip
                      almost 300 feet to
                      hole APRF-207, 400 feet to the southwest (hole APRF-209), and
                      200 feet southeast
                      in hole APRF-212. Atna drilling at deeper elevations is also
                      beginning to define
                      a zone of mineralization surrounding holes APRF-225 and APRF-223.
                      These two
                      holes were drilled 400 feet downdip of hole HPR-050, halfway
                      to intercepts at
                      depth in HMC holes 144, 162, and 075. Hole APRF-221, targeted
                      within the
                      triangle defined by the last 3 holes, confirmed continuity
                      of mineralization
                      among these holes.
 
 
 Figure
                      9-2. Grade-Thickness Long Section, Range Front Fault Zone
 (Source:
                      Atna Resources, March 2005)
 
 As
                      in the
                      CX mineral zone, an apparent rake is developing in the thicker,
                      higher grade
                      intercepts which plunges NE from 10 to 30 degrees. The rake
                      in both the CX and
                      Range Front zones probably represents the trend and plunge
                      of intersections
                      between fault planes and favorable lithologic horizons.
  
 **10.0**  **Exploration**
  
 **10.1**  **Introduction**
  Exploration
                      approaches at Pinson have consisted primarily of mapping, geochemical
                      sampling
                      and drilling. These approaches have been successful in discovering
                      about 1
                      million ounces of gold in several exploited open pit deposits.
                      Several
                      geophysical approaches have been applied with limited or non-measurable
                      success.
                      Geophysics has largely been applied to exploratory programs
                      along strike of
                      known mineralized zones and as grass-roots applications to
                      find additional
                      mineralized zones.
 
 **10.2**  **Geologic
                      Mapping and Geochemical Sampling**
  Cordex
                      Syndicate, and its successor, Pinson Mining Company, explored
                      the property
                      largely through mapping and geochemical sampling. There are
                      three known mapping
                      programs:
 
 1)
                            A
                                regional mapping program from Preble to Getchell
                                by Pete Chapman in the
                                late 1970s. The map has yet to be recovered from
                                the Pinson property
                                archives.
 2)
                            A
                                1:6000 scale mapping program of the Pinson property
                                in 1983. Portions of
                                the map series have been located in Pinson property
                                archives.
 3)
                            A
                                1:2400 scale mapping program of the Pit areas through
                                the active life of
                                the mine. Portions of the map series have been located
                                in Pinson property
                                archives.
 
 In
                      addition, bench mapping in the pits occurred during mining,
                      and was followed up
                      by detailed 1:1200 scale maps of the A, B, C, CX, MAG, CXW,
                      and Bluebell pits by
                      Tom Chadwick in 2000, after the cessation of mining activities.
                      Chadwick’s maps
                      were completed under the Homestake Mining/Barrick partnership
                      agreement.
 
 Several
                      geochemical programs were completed by the Cordex Syndicate
                      and Pinson Mining
                      Company during early discovery of the Pinson Mine, throughout
                      active mining, and
                      by Homestake Mining Company. These are:
 
 1)
                            Cordex
                                Syndicate took rock chip samples during ongoing mapping.
                                A total of 737
                                samples were taken in this program. Samples were
                                assayed consistently for
                                gold, silver, arsenic, antimony, and mercury, with
                                select samples also
                                analyzed for lead, zinc, copper, and manganese. The
                                dual programs of
                                sampling and mapping were responsible for the discoveries
                                of the Blue Bell
                                and Felix Canyon pit areas (Thompson et al.,
                                2000).
 2)
                            Pinson
                                Mining completed 6 float chip geochemical grids consisting
                                of 8,756
                                samples. These grids cover the MAG deposit, and on
                                strike to the south of
                                the A and B pits.
 3)
                            A
                                biogeochemical study of sagebrush was run in the
                                1990s. Results from this
                                study were inconclusive.
 4)
                            312
                                additional rock samples and 273 additional soil samples
                                were taken under
                                the Homestake/Barrick JV program. These sample programs
                                were completed on
                                strike to the south of the existing pit areas, and
                                to the west of the A,
                                B, C, and CX pits, near the Granite Creek Tungsten
                                Mine.
 
 **10.3**  **Drilling**
  
 There
                      are
                      several generations of drill programs on the property, beginning
                      in 1963 with
                      Nevada Goldfields Corporation’s drilling program.
 
 1)  Reverse
                      circulation drilling by Nevada Goldfields Corporation in the
                      1960’s to prove up
                      a small resource in the “B” pit area.
 2)
                            A
                                2-hole program (core) by Homestake Mining Company
                                in
                                1968.
 3)
                            Exploration
                                and development drilling by the Cordex Syndicate
                                and Pinson Mining Company
                                from 1970 to 1996. This program led to the initial
                                discovery of the A, and
                                B pits, and led to successive discoveries of the
                                C, CX, and Mag Pits.
                                Within the Atna-Pinson Mining Company Area of Interest
                                there are 2,323
                                holes, totaling 1,063,734 feet, drilled by the Cordex
                                Syndicate or Pinson
                                Mining Company.
 4)
                            A
                                206-hole program by Homestake Mining Company from
                                1997 to
                                2000.
 5)
                            A
                                3
                                hole program by Barrick during
                                2003.
 6)
                            Atna
                                Resources completed 31 drill holes, a combination
                                of reverse circulation
                                rotary and diamond drilling from August 2004 through
                                February 2005
                                totaling 29,740.5 feet of drilling
 7)
                            Miscellaneous
                                exploratory holes in the area include a twelve hole
                                program by Echo Bay
                                Exploration, scattered holes by the USGS for research
                                purposes, and
                                numerous drill holes in and around the Granite Creek
                                and Pacific Tungsten
                                Mines.
 
 Homestake
                      Mining Company’s activities from 1997 to 2000 were the last extensive effort
                      to
                      explore for gold on the property, resulting in the identification
                      of deeper high
                      grade gold resources in the CX and Range Front Fault Zones
                      which have been the
                      focus of Atna’s exploration and resource definition work.
 
 **10.4**  **Trenching
                      and Channel Sampling**
  No
                      trench
                      or channel sample programs are known.
 
 **10.5**  **Geophysics**
  Numerous
                      geophysical surveys have been completed during the course of
                      activity at Pinson.
                      These include regional and detailed surveys. Regional surveys
                      include gravity
                      and aeromagnetics. Detailed surveys run were mostly electromagnetic
                      in nature
                      and include IP, EM, MT, and CSAMT surveys. A brief summary
                      includes:
 
 1)
                            Airborne
                                EM and magnetics by the USGS at 1⁄4 mile spacing throughout much of the
                                Getchell Trend.
 2)
                            Ground
                                based magnetics covering the CX zone completed in
                                1970 by the Cordex
                                Syndicate.
 3)
                            Regional
                                gravity surveys, both public and private, compiled
                                by Homestake Mining
                                Company in 1997.
 4)
                            Ground-based
                                magnetic survey at the north edge of the MAG pit
                                completed in 1998 by
                                Homestake Mining Company.
 5)
                            Several
                                generations of AMT (EM, IP, CSAMT) completed by Pinson
                                Mining
                                Company.
 6)
                            Several
                                CSAMT lines completed by Homestake Mining Company
                                in 1998 to
                                2000.
 7)
                            Several
                                EM lines completed by Homestake Mining company in
                                2000
 
 Technical
                      reports and data sets are available for these surveys. No interpretive
                      reports
                      have been located. The geophysical surveys previously completed
                      at the project
                      have not been utilized by Atna as part of its exploration efforts
                      to define
                      mineralization associated with the CX and Range Front mineral
                      zones.
 
 **10.6**  **Underground
                      Drifting / Evaluation**
  A
                      small
                      exploration drift was put into the upper “B” zone by Cordex Syndicate in the
                      early 1970s for bulk testing. Results are unknown, as no report
                      has been found
                      in the Pinson property archives.
  
 **11.0**  **Drilling**
  **11.1**  **Summary
                      of Past and Present Programs**
  **11.1.1**  **Drilling
                      by Earlier Operators**
  A
                      total
                      of 2,325 holes have been drilled inside the Atna-PMC JV agreement
                      area. Pinson
                      Mining Company, or Pinson’s predecessors - Rayrock Mines and the Cordex
                      Syndicate - drilled the majority of those holes (2,100), while
                      Homestake Mining
                      Company drilled 206 targeted holes. Holes drilled by other
                      companies are
                      scattered about on the property, including 4 by Barrick, 12
                      by Echo Bay at the
                      north end of the property, and numerous holes drilled prior
                      to 1970. The digital
                      database, initially established by Homestake Mining Company,
                      had been set up to
                      track only HMC data from 1997 on. All data prior to 1997 was
                      lumped into “OTHER”
in the Drilled_By field, negating any method for tracking who
                      drilled any
                      particular hole. Table 11-1 Summary of Previous Drilling, provides
                      the digital
                      record of the previous known drilling activity on the property.
 
 Table
                      11-1: Summary of Previous Drilling.
 **Drilled
                                By**
                            **#
                                of Holes**
                            **Total
                                Footage**
                            **Average
                                Depth**HOMESTAKE
                            206
                            236,255
                            1147OTHER
                                (PMC or Others)
                            2119
                            1,072,320
                            395
 
 The
                      vast
                      majority of PMC holes were development holes in and around
                      the existing pit
                      areas. There are over 1200 drill holes within the A, B, C,
                      CX, MAG, CXW, Felix,
                      and Bluebell pit areas. All but 9 are either conventional or
                      reverse circulation
                      rotary drill holes, and most (778) were drilled vertically.
                      All of the 9 core
                      holes drilled by Pinson Mining are in the B, C, CX, and Mag
                      pit areas, and
                      served one or more of the following purposes; stratigraphy,
                      metallurgy, or deep
                      tests on mineralized structures. A nearly complete set of original
                      drill logs is
                      available in the archives of Pinson Mining Company at the Pinson
                      project
                      site.
 
 Homestake
                      Mining Company drilled 206 holes on the property with the vast
                      majority (146)
                      focused on the CX and Range Front Fault systems, accounting
                      for 134,000 feet of
                      the total HMC footage. Forty of these holes were drilled either
                      entirely as HQ
                      core, or as reverse circulation pre-collars with HQ core tails.
                      The rest,
                      including pre-collared portions of core holes, were drilled
                      by reverse
                      circulation methods. All original HMC drill logs are available
                      onsite.
 
 Barrick
                      Gold Exploration drilled three holes in 2003 to test targets
                      identified
                      subsequent to Barrick’s acquisition of Homestake Mining. Drilling tested the
                      deep (>3,000 feet) extensions of the CX fault zone near its projected
                      intersection with the fault zone controlling mineralization
                      in the Mag
                      Pit.
 
 **11.1.2**  **Drilling
                      by Atna Resources**
  Atna’s
                      program followed up the drilling by both Pinson Mining Company
                      (PMC) and
                      Homestake Mining Company (HMC) that identified the mineral
                      zones beneath the CX
                      pit and along the Range Front Fault. As part of its due diligence
                      to define a
                      mineral resource, Atna drilled 31 holes, totaling 29,740.5
                      feet of combined RC
                      and core, to test previously drilled mineralization in the
                      two primary targets.
                      Atna’s program had four-objectives:
 
 1.
                            To
                                prove existence of the mineralized zones in terms
                                of grade and thickness,
                                particularly in regions where the only information
                                available was reverse
                                circulation drilling.
 2.
                            To
                                develop continuity to the mineral zones by drilling
                                between known
                                intercepts, particularly in areas where intercepts
                                were greater than 400
                                feet apart.
 3.
                            To
                                establish size limits to known mineralized bodies,
                                especially in areas
                                where marginal and potential economic intercepts
                                coexisted.
 4.
                            To
                                obtain rock quality data on hangingwall, foot wall,
                                and mineralized zones
                                to plan future underground exploration, reserve definition
                                drilling
                                platforms, and bulk sampling
                                programs.
 
 Of
                      the
                      29,740.5 feet of drilling completed by Atna Resources Inc.,
                      13,000 feet in 13
                      holes were drilled into the CX Fault zone and 16,740.5 feet
                      in 18 holes were
                      drilled into the Range Front Fault zone. (The prefixes APCX-
                      and APRF- indicate
                      the CX and Range Front targets, respectively) Table 11-2 Summary
                      of Atna
                      Resources Phase I Drilling, summarizes the drill holes by depth,
                      RC footage, and
                      core footage. Both the CX and Range Front faults are NE striking,
                      SE dipping
                      faults. Consequently, all of Atna’s drill holes were oriented to the WNW, around
                      300 degrees azimuth, and angled from 45 degrees to 75 degrees.
                      Coring began
                      between 100 to 200 feet above the fault zones and terminated
                      usually from 50 to
                      100 feet after the footwall zone of the fault was encountered.
 
 Atna’s
                      area of immediate focus within the CX Fault zone and southern
                      portion of the
                      Range Front Fault zone contains numerous shallow drill holes
                      (see Table 11-1),
                      but only 370 drill holes from PMC and HMC actually pierce the
                      fault zones. The
                      majority of holes drilled by PMC within Atna’s Phase I exploration area have
                      either been mined out, or are too short to pierce the fault
                      structure.
 
 **11.2**  **Drilling
                      methods**
  Atna’s
                      program utilized both reverse circulation (RC) and diamond
                      core drilling (DDH)
                      methods. Reverse circulation drilling was used primarily as
                      pre-collars for
                      diamond core tails. This was done to minimize costs in the
                      barren material above
                      the mineralized fault zones. Diamond drilling was utilized
                      to provide better
                      confidence in sample quality than can be expected from RC drilling
                      methods, as
                      well as to provide for rock quality calculations and better
                      geologic definition
                      of the structurally controlled ore zones for engineering and
                      modeling purposes.
                      The distribution of reverse circulation versus core holes is
                      discussed in
                      Section 17.3 of this report.
 
 Table
                      11-2: Summary of Atna Resources Phase I Drilling
 **Hole
                                Number**
                            **Total
                                Depth**
                            **RC
                                Footage**
                            **Diamond
                                Footage**APCX-201
                            440
                            0
                            440APRF-202
                            788.5
                            0
                            788.5APCX-203
                            845
                            400
                            445APCX-204
                            980
                            385
                            595APRF-205
                            674
                            385
                            289APCX-206
                            222
                            0
                            222APRF-207
                            635
                            635
                            0APRF-208
                            1,090
                            700
                            390APRF-209
                            676
                            350
                            326APRF-210
                            645
                            400
                            245APCX-211
                            1,010
                            500
                            510APRF-212
                            980
                            600
                            380APCX-213
                            1,100
                            700
                            400APCX-214
                            1,020
                            600
                            420APRF-215
                            1,010
                            600
                            410APCX-216
                            1,045
                            460
                            585APRF-217
                            920.5
                            600
                            320.5APCX-218
                            1080
                            700
                            380APCX-219
                            1,160
                            800
                            360APCX-220
                            1248
                            970
                            278APRF-221
                            1832
                            800
                            1032APRF-222
                            650
                            650
                            0APRF-223
                            1300
                            1000
                            300APCX-224
                            1439
                            1060
                            379APRF-225
                            1387
                            1080
                            307APCX-226
                            1412
                            1100
                            312APRF-227
                            780
                            260
                            520APRF-228
                            500
                            500
                            0APRF-229
                            432
                            432
                            0APRF-229A
                            1515
                            1045
                            470APRF-230
                            924.5
                            700
                            224.50**Total
                                Drilled**
                            **29,740.5**
                            **18,412**
                            **11,328.5**
 
 **11.2.1**  **Reverse
                      Circulation Rotary Drilling**
  The
                      RC
                      drilling conducted by Atna was completed by DeLong Construction
& Drilling
                      of Winnemucca, Nevada using a Schramm 1500 truck mounted drill,
                      supported by a
                      water truck, pipe truck, and service truck, and staffed by
                      a driller, helper and
                      sampler.
 
 RC
                      drilling was used principally for pre-collaring core holes.
                      The pre-collar
                      portion consisted of drilling through non- or weakly-mineralized
                      rock and
                      stopping at a known depth above target mineralization. After
                      drilling, the hole
                      was cased using 4 5/8 inch threaded steel pipe to maintain
                      the integrity of the
                      hole until the core rig arrived to finish the hole to target
                      depth.
 
 Drilling
                      started out using a 5 5/8 inch hammer bit. The hammer bit used
                      a pounding action
                      along with rotation to break the rock into pieces, and air
                      pressure to lift the
                      cuttings up out of the hole, and into the sample splitter.
                      When the air system
                      was no longer powerful enough to drive the hammer in the presence
                      of high
                      downhole water pressure, the hammer bit was replaced with a
                      tri-cone bit. A
                      tri-cone uses three rotating wheels with pointed carbide buttons
                      to grind the
                      rock into little pieces. Air pressure is used, as with the
                      hammer bit, to lift
                      the ground-up cuttings to the sampling apparatus.
 
 **11.2.2**  **Diamond
                      Core Drilling**
  The
                      diamond core program conducted by Atna was completed by two
                      contractors, Ruen
                      Drilling of Clark Fork, Idaho and Layne Christensen of Chandler,
                      Arizona.
 
 Ruen
                      used
                      an LF-1500 truck-mounted drill capable of depths up to 1500
                      feet with HQ rods,
                      and 2000 feet with NQ. The rig was suitable for the shallower
                      core tails, up to
                      about 1400'. For deeper holes (up to 1800') it was necessary
                      to resort to a
                      Longyear 3000 truck-mounted rig, capable of drilling to 3000’ with HQ rods. This
                      rig was provided by Layne Christensen. Both contractors staffed
                      their rigs with
                      a minimum of two (driller and helper), and added a water-truck
                      driver for deeper
                      holes.
 
 Coring
                      was completed using HQ triple and dual tube extraction methods.
                      In triple-tube
                      extraction, the rock is cut using a diamond-impregnated bit.
                      The cut rock is fed
                      through the center of the bit as drilling deepens and is stored
                      inside a split
                      tube contained in an outer core tube. After a run is completed,
                      a wireline is
                      dropped down the hole to pull the combined assembly. The triple
                      tube is then
                      extracted from the outer core tube by using hydraulic pressure
                      to force the
                      triple-tube from the outer tube. Core is recovered from this
                      tube by opening the
                      internal split tube and placing the core into the core boxes
                      for transport,
                      logging, and storage. This method ensures a greater degree
                      of rock integrity,
                      allowing for better lithologic, structural, and rock quality
                      designation (RQD)
                      descriptions of the rock. Standard dual- tube extraction of
                      core follows the
                      same procedure, except that the core retrieval is accomplished
                      using just the
                      outer tube of the above configuration, and is extracted by
                      direct pumping of the
                      cylinder of drill core itself, or by pounding the rock out
                      of the tube. In
                      highly fractured zones this often leads to degradation of intact
                      core.
 
 **11.3**  **Logging**
  **11.3.1**  **Reverse
                      Circulation Rotary Chip Logging**
  Reverse
                      circulation chips were collected by the drill sampler in 20-compartment
                      plastic
                      trays with recloseable lids, and brought to a logging trailer
                      for examination
                      under a standard binocular microscope. Each compartment contained
                      a
                      representative amount of drill cuttings from a 5-foot sample
                      run. Gross
                      lithologic types, alteration and other features were noted
                      on the logs. A
                      schematic graphic log was also drawn to aid the reader in interpretation
                      of
                      gross lithologic variations. Breaks in lithology and/or alteration
                      were noted by
                      drawing lines across the log sheet at the appropriate footage(s),
                      with the
                      depths of the breaks noted at the line. Sample numbers were
                      plotted alongside
                      the appropriate footages on the logs as an aid in comparing
                      lithology and
                      alteration to assays.
 
 **11.3.2**  **Diamond
                      Drill Core Logging**
  At
                      the
                      logging facility, the core was laid out, left to right, on
                      tables for
                      examination. The core was oriented up-and-down (toward and
                      away from the
                      viewer), with the shallowest interval to the lower left and
                      the deepest interval
                      to the upper right. Logging tools included bristle brushes
& spray bottles
                      (to clean core), protractors, scribes, dilute hydrochloric
                      acid, hand lens,
                      binocular microscope, and logging forms.
 
 The
                      logging form includes a logical, visible place to record footage.
                      Each length of
                      core marked off by existing core blocks were marked on the
                      log by drawing a
                      horizontal line across the appropriate part of the log. The
                      footage cut and
                      recovered figure prominently in this record, with entries made
                      for each "box"
                      created by the horizontal lines marking footage. Intervals
                      of no recovery were
                      indicated by horizontal lines crossing the entire page, and
                      a blanked-out zone
                      of 'no information.' Visually, it is instantly obvious on the
                      log what is
                      missing and, perhaps, why. This is an appropriate place to
                      confirm, add or
                      incorporate the RQD data acquired earlier if it is not being
                      maintained in a
                      separate worksheet.
 
 The
                      logger pays particular attention to accurately documenting
                      anomalies in footage
                      shown on the blocks, and accounts for missing core by inserting
                      blocks
                      reflecting that, along with a cursory explanation on the block
                      and a more
                      substantial explanation on the log itself.
 
 A
                      graphic
                      drawing of the lithology is present, to include major rock
                      types using
                      conventional or agreed-upon symbols, and the major structural
                      features of
                      contact relationships, dip and fractures, accurately plotted
                      as to angle from
                      the core axis. Other details of alteration and secondary mineral
                      suites are
                      added, as appropriate, and a comment area of the log includes
                      a description of
                      the rock that was cut.
  
 **12.0**  **Sampling
                      Method and Approach**
  The
                      objective of the sampling program is to collect a clean, uncontaminated
                      representative sample that is correctly labeled when drilled
                      and logged, and
                      accurately tracked from the drill rig to the assay lab, and
                      back to the mine
                      site.
 
 **12.1**  **Sampling
                      Methods**
  **12.1.1**  **Reverse
                      Circulation Rotary**
  During
                      the drilling process, cuttings from the bit are sent up the
                      drill pipe and
                      initially into a cyclone for homogenization and mixing. From
                      the cyclone,
                      cuttings are fed into a rotary splitter that takes a representative
                      split
                      (usually a 1⁄4 split), sending one split portion to the sample port, and the
                      larger through the reject port. Cuttings are placed in 10” x 17” sample bags
                      that are clearly marked using the drill hole number and a numeric
                      sequence
                      prepared beforehand using a spreadsheet. An example of the
                      sampler’s logging
                      sheet is included as Appendix
                      12-1, Sample Sequence) .
                      This
                      sheet is used to track bag numbers and footages, standards,
                      blanks, and
                      duplicates. A small portion of sample is also kept for logging
                      purposes and is
                      placed in a chip tray compartment that is clearly marked as
                      to footage and
                      sample number.
 
 **12.1.2**  **Diamond
                      Core Drilling**
  At
                      the
                      rig, core drillers are responsible for obtaining a complete
                      and representative
                      sample of the cored interval, generally in runs not to exceed
                      5 feet and in
                      shorter increments in difficult conditions. Core is recovered
                      from the barrel by
                      using a wireline core tube, if possible outfitted with an inner
                      'triple-tube.'
 
 **12.2**  **Sample
                      Quality - Recovery**
  Sample
                      recovery for reverse circulation drilling is measured by weight
                      of material
                      captured. For a typical 6 inch diameter hole this will usually
                      result in 8 to 10
                      lbs. of material on a 1⁄4 split. Core recovery is measured by the ratio of length
                      of material returned in the tube versus the total length drilled
                      for the run,
                      and expressed as a percent.
 
 **12.2.1**  **Reverse
                      Circulation Rotary**
  Reverse
                      circulation sample recovery was excellent, with full 5-10-lb.
                      bags collected
                      from every interval of every hole, with the exception of about
                      15 samples in the
                      entire Atna set of approximately 6100 samples. The missing
                      samples occurred in
                      isolated zones of badly broken ground.
 
 **12.2.2**  **Core**
  Core
                      sample recovery was also excellent, in excess of 99% of the
                      10,000 feet cored.
                      There were fewer than 60 instances of core loss, each one averaging
                      less than 2
                      feet and the vast majority of these losses were due to voids
                      within the
                      stratigraphy.
 
 **12.3**  **Sample
                      Interval**
  **12.3.1**  **Reverse
                      Circulation Rotary**
  The
                      normal truck-mounted reverse circulation drill in Nevada uses
                      20’ drill rods,
                      and the sampler collects 1 sample every 5’. Such was the case with the Atna
                      drill program. Samples were submitted for assay, as collected
                      on the rig, in
                      addition standards, blanks and duplicates were inserted into
                      the sample sequence
                      as described below in 12.5, 12.6, and 12.7.
 
 **12.3.2**  **Core**
  The
                      typical truck-mounted core rig in the U.S. may be capable of
                      using a core barrel
                      up to 10’ in length, but clients will often require the core length to
                      be
                      limited to 5’ runs for reasons of sample integrity and to guarantee more
                      onsite
                      attention to the hole. The Atna program used a 5’ barrel. All of the core
                      drilling completed by Ruen - that is, the shallower holes -
                      was recovered with a
                      triple-tube assembly, which allows extraction of core from
                      the inner tube with
                      less disturbance of the core. A few of the deeper holes in
                      the program,
                      completed by Layne Christensen, were cored with a standard
                      two-tube assembly,
                      because triple-tube equipment was not available.
 
 After
                      the
                      core is logged, it is the geologist's responsibility to determine
                      the
                      appropriate sample intervals. As Pinson is an underground exploration
                      target,
                      the geologist is careful to extract as much analytical information
                      from the core
                      samples as possible by adhering to rigid guidelines to better
                      define boundaries
                      between likely-mineralized and likely-barren samples. The original
                      core blocks
                      used by core drillers to mark the end of a cored run ordinarily
                      serve as the
                      primary sample boundary, subject to the rules below; where
                      a conflict exists
                      between the blocks and those rules, the rules prevail, and
                      extra blocks are
                      inserted by the geologist to compensate:
 
 ·
                            A
                                sample must NEVER cross a lithology
                                boundary.
 ·
                            A
                                sample must not cross an obvious alteration boundary,
                                including
                                oxidation.
 ·
                            A
                                sample must not exceed 7 feet in length, and only
                                be that long if sure to
                                be barren; 5 feet maximum is
                                better.
 ·
                            Any
                                core blocks that do not mark a sample boundary, for
                                whatever reason (such
                                as 'cave,', 'loss,' 'void,' etc.), must be labeled
                                in black magic marker
                                for photographic visibility.
 
 Each
                      block that marks a sample boundary is outline-highlighted in
                      red magic marker,
                      and these interval boundaries are entered on the sample sequence
                      log alluded to
                      earlier.
 
 **12.4**  **Sample
                      Preparation, Quality Control Measures and Security**
  **12.4.1**  **Sample
                      Preparation and Quality Control Measures - RC Rotary
                      Drilling**
  For
                      each
                      drill hole requiring reverse circulation drilling, the drill
                      crew was provided
                      with a set of bags prenumbered in sequential order (1 through
                      XXX). The bags
                      themselves carried only an exterior designation of drill-hole
                      number and sample
                      number. Since the sample numbering sequence includes blanks
                      and standards
                      inserted every 10 th sample,
                      the driller's sampler cannot be expected to keep track of his
                      sample collection
                      based on the bag numbering. (Conventionally, RC exploration
                      either relies on
                      direct footage, or sample numbers in multiples of 5 feet).
                      In order to prevent
                      numeric confusion, yet permit Atna to submit "blind" sample
                      numbers to the assay
                      lab, several steps were taken.
 
 First,
                      the rig sampler was provided with chip trays accurately numbered
                      with both true
                      footage and the corresponding bag number. Second, he was provided
                      with a
                      deliberately incomplete set of bags; he was deprived of all
                      the bags intended
                      for standards and blanks. Third, since the ultimate completed
                      depth of the hole
                      is not known in advance, the bags for duplicates (to be collected
                      every 100')
                      were merely prelabeled with the letters 'A,' 'B,' 'C,' etc
                      and flagged with a
                      tear-off paper tag. The cuttings and tray chips themselves
                      were collected as a
                      continuous fraction of the return stream from the drill rig.
                      The cuttings were
                      diverted to a 10"x17" mesh bag, and the tray chips were diverted
                      to a kitchen
                      strainer. The filled chip trays were collected by an Atna geologist
                      for logging
                      under a binocular microscope and remain with Atna, while the
                      sample bags are
                      shipped to the analytical laboratory for preparation and assay.
 
 Sample
                      bags are allowed to dry/drain at the drill site and an Atna
                      geologist visits the
                      drill site and confirms the numbering and accuracy of the sample
                      suite. Samples
                      are then brought down to the shipment staging area, Atna personnel
                      then
                      relabeled the 'A,' 'B,' 'C,' etc. bags (representing the 100'
                      duplicate samples)
                      by assigning the correct sequential numbers for them; they
                      form the tail-end of
                      the sample list submitted to the lab and therefore are blind
                      to the laboratory
                      personnel. The samples are then loaded in 4' x 4' x 3' wooden
                      crates for pickup
                      by the laboratory.
 
 **12.4.2**  **Sample
                      Preparation and Quality Control Measures - Core Drilling**
  Traditionally,
                      core is forced out of core tubes by upending the tube, and
                      tapping on it with a
                      ball-peen hammer. Exceptionally, to preserve structural integrity,
                      companies
                      have requested/required that drillers attach a water line to
                      the cap of the core
                      tube and gradually "pump" the core out. This method is often
                      ignored by the
                      drill crew in the absence of close supervision. The triple
                      tube core barrel
                      eliminates this problem by allowing the interior core container
                      to be opened
                      lengthwise. Atna used a triple-tube for all of its shorter
                      holes completed by
                      Ruen Drilling.
 
 The
                      core
                      so obtained was carefully pumped out of the tube assemblies
                      and laid out on a
                      rack, intact. The drill crew recorded the Rock Quality Data
                      (RQD) values on a
                      worksheet and photographed it, using a digital camera to capture
                      both the core
                      and a whiteboard showing hole number and footage interval on
                      display. For the
                      deeper holes that did not receive triple-tube treatment and
                      were therefore
                      emptied in the traditional way, the geologist later recorded
                      the most credible
                      RQD values from core in the core box, and did not photograph
                      it for RQD
                      purposes, since it has already been 'broken up' for boxing.
 
 The
                      RQD
                      measurement was established by measuring the total length of
                      all pieces in a
                      core run that exceed 2x the diameter of the core. In practice,
                      2x the core
                      diameter is 0.3 feet. This number was summed, and written as
                      a numerator in a
                      fraction where the denominator was the total run drilled. On
                      worksheets
                      maintained by Atna, the raw values recorded are the length
                      of the longest piece,
                      and the sum of all qualifying pieces within the run Dividing
                      the former by the
                      latter yields the numeric RQD.
 
 The
                      drill
                      crews placed the core in waxed cardboard core boxes, with tops
                      and bottoms
                      accurately labeled as to Company - Property- Hole ID - Box
                      # -- From - To. The
                      bottom of the core box was laid out longways from left to right,
                      with the marked
                      or labeled end to the left and the unlabeled end to the right.
                      There are 5 rows
                      or trays. The first portion of core was laid in the upper left-hand
                      tray, and
                      continuously laid in the tray from left to right, advancing
                      "down" one row as
                      each tray is completed. The bottom of the core terminated in
                      the lower right
                      corner. A wooden block was inserted at the end of each run,
                      and in locations
                      deemed important by the drillers to note adverse conditions,
                      such as caving,
                      voids, or mislatches (situations where the core tube failed
                      to seat properly in
                      the core barrel). The ending block for the run was marked with
                      an ending footage
                      on the thin edge, and two numbers on the larger surface:
 
 **C** [cut] -
                      m.n feet  **R** [recovered] - m.n feet
 
 The
                      Cut
                      number results from measured rod footage and the Recovered
                      number stems from a
                      taped measurement of core *in
                      situ* .
 
 If
                      the
                      drillers were not photographing the core, they marked the **mechanical** breaks
                      they made to fit the core in trays with the letter **'M'** on each
                      side of the break. After boxing, the core was rubber-banded,
                      a box at a time,
                      and loaded into vehicles for careful transport to the logging
                      area, where it was
                      carefully unloaded and logged).
 
 Each
                      box
                      of core, once logged (see 11.3.2, Diamond Drill Core Logging),
                      was moved to the
                      deck of the logging trailer for photography on a wooden stand
                      with a digital
                      camera, along with a legible placard indicating Hole # and
                      From - To footage.
                      After photography, the labeled end of the box top is marked
                      on the upper right
                      corner with a large red "P" in Magic Marker.
 
 Since
                      digital cameras were used for this photography, the quality
                      of the photos was
                      checked immediately before the core was disturbed for sampling.
                      Both the core
                      box photos taken by the geologic staff and the RQD photos taken
                      by the drill
                      crews were downloaded as quickly as practicable, checked for
                      quality and
                      clarity, renamed with meaningful file names, and printed out
                      as 3x5 photos for
                      archiving in 3-ring binders.
 
 The
                      geologists provided the sampler with working copies of two
                      documents: the
                      geologic core log and the basic sample sequence list, which
                      contained the
                      drill-hole number and a continuation of the numeric sequence
                      carried forward
                      from the precollar portion of the hole (Appendix
                      12-1, Sample Sequence) .
                      Although the sampler worked from the sample list itself, it
                      was useful for them
                      to be able to see why and how sample boundaries were picked.
                      It also added a
                      redundancy check on the geologist's accuracy.
 
 A
                      decision to saw versus split the core hydraulically depended
                      on the condition of
                      the rock and the geologist’s opinion of whether the core was barren or
                      mineralized. Barren core was generally split with a hydraulic
                      splitter, for the
                      sake of speed. Mineralized silicified core was sawn; mineralized
                      intact
                      unsilicified core might have been hydraulically split, but
                      this was not common
                      (the vast majority of the mineralized core was sawn); mineralized
                      broken core
                      was invariably separated and divided equally.
 
 The
                      sampling operation avoided bias, wherever possible, by dividing
                      the core in half
                      perpendicular to the trace of the visible bedding. The portion
                      to be saved
                      remained in the core box, in its proper position, with core
                      blocks in place, and
                      the box was rubber-banded once again for safety. After the
                      core was split, the
                      samples were bagged and boxed in 4' x 4' x 3' wooden crates.
                      Once logged,
                      photographed and sampled, the core was palleted, covered with
                      fitted tarps, and
                      moved to industrial shelving on an outdoor cement pad for storage
                      and
                      reference.
 
 **12.4.3**  **Security
                      - Reverse Circulation and Core Samples**
  Crated
                      samples are delivered to the analytical laboratory in the numbered
                      bags, along
                      with a transmittal sheet stating whether the samples are “cuttings” or “core”,
                      the range of sample numbers, and the total sample count. The
                      lab has no
                      knowledge of the spatial reference of the individual samples,
                      beyond being able
                      to figure out that sequential numbers from a drill hole represent
                      top-to-bottom
                      sampling. In the case of cuttings, they can also infer that
                      the sample intervals
                      are 5 feet long (standard in Nevada). In the case of core,
                      it will be obvious
                      from the volume that the maximum sample length would be 6 feet,
                      but there would
                      be no way of identifying any interval, and many such core samples
                      will have a
                      variety of lengths, ranging from 1 foot to 6 feet.
 
 In
                      addition, because of Atna’s insertion of blanks and standards in the sample
                      stream, the lab cannot know with certainty exactly what footage
                      a particular
                      sample represents. Although forewarned that duplicates are
                      present, the lab does
                      not know where they occur in the group. By inspection of the
                      submitted sample
                      bag, the lab will be able to identify the blanks (red landscaping
                      stone) and
                      standards (pulp powder in Kraft envelopes), and will know that
                      they occur in
                      sample numbers divisible by 5, but will have no idea of the
                      accepted value of
                      each.
 
 **12.4.4**  **Sample
                      Preparation**
 
 **12.4.4.1**  **On-site**
 
 Sample
                      bags that are intended as Standards and Blanks are labeled
                      at the logging
                      trailer, but these particular bags are removed from any numbered
                      sequence bags
                      provided to an RC driller at the rig to minimize errors. For
                      standards, the code
                      number and grade value is written on the sampler’s sheet at the correct sample
                      ID value, and inserted into the appropriately marked sample
                      bag.
 
 Standards
                      and Blanks, numbered as described above, are inserted in the
                      crates at a rate of
                      one standard and one blank for every 20 drill samples (see
                      12.5 and 12.6,
                      below).
 
 Each
                      crate contains the raw samples, duplicates, standards and blanks
                      intended for
                      each hole. To the extent possible, all samples for one hole
                      are aggregated
                      together, and sample transmittal sheets are filled out in duplicate
                      (one to the
                      lab, one for file retention), with one job number assigned
                      to each hole
                      shipment.
 
 Atna's
                      copy of the transmittal sheet is stored in a three-ring binder
                      in the logging
                      trailer. Once assays have been received, a copy of the assay
                      sheets will be
                      stored with the drill logs and the original with the transmittal
                      sheets. The
                      transmittal sheets are indexed by job number.
 
 Copies
                      of
                      the sample sequence list, the lithology log and assays are
                      stored in three ring
                      binders, indexed by hole number. Originals of all logs and
                      assays are stored in
                      file cabinets on a per-hole basis, also indexed by hole number.
                      Atna personnel
                      contact the lab to obtain a job number assignment for hole
                      or partial hole
                      shipment, and arranges for sample pickup by the lab's driver.
                      In a number of
                      cases, an Atna geologist returning to Reno on break may deliver
                      a crate directly
                      to the lab.
 
 **12.4.4.2**  **Laboratory
                      Sample Preparation**
 
 BSi
                      Inspectorate Analytical Laboratories, an ISO 9002-accredited
                      facility (#37295),
                      is the primary assay lab for Atna’s Pinson Project analytical work. Sample
                      preparation procedures employed by Inspectorate are as follows:
 
 First,
                      samples are thoroughly dried prior to crushing. Crushing consists
                      of a two stage
                      process. Initially samples are sent through a jaw crusher,
                      and then through a
                      roll mill to reduce better than 80% of the sample to -10 mesh.
                      A 300 gram split
                      is obtained from the coarse reject using a Jones riffle splitter.
                      The split
                      material is further reduced, with better than 90% of the split
                      reduced to -150
                      mesh, using a ring and puck pulverizer.
 
 After
                      pulverization the sample is sent to the analytical portion
                      of the lab where a 30
                      gram sample of the pulp is digested and analyzed for gold using
                      standard fire
                      assay methods. Samples are finished using AA, and, for any
                      sample running over 3
                      g/t (0.1 oz/t), a gravimetric analysis is also completed.
 
 **12.5**  **Certified
                      Standard Insertion**
  To
                      increase the integrity of the sample handling process, from
                      collection to
                      shipment to assay, standards are inserted in the sample stream
                      at a rate of one
                      standard for every 20 drill samples. For each group of 20 drill
                      samples, the
                      15 th sample
                      is a standard: standards are therefore numbered 15, 35, 55,
                      75, etc. The
                      reference standards were obtained from RockLabs in Elko, and
                      consisted of a
                      suite of both oxide and refractory certified powders. RockLabs
                      also supplied
                      statistics for the certified standards, shown in Table 12-1,
                      RockLabs Reference
                      Material.
 
 Table
                      12-1: RockLabs Reference Material.
 **Character**
                            **Sample
                                ID**
                            **Accepted
                                Analytical Value**
                            **95%
                                CI**
                            **Std
                                Dev.**Oxide
                            OXE
                                21,
                            0.651
                                ppm Au
                            +/-
                                0.012
                            0.026OXN
                                33,
                            7.378
                                ppm Au
                            +/-
                                0.088
                            0.208OXK
                                18,
                            3.463
                                ppm Au
                            +/-
                                0.058
                            0.132Sulfide
                            SF
                                12,
                            0.819
                                ppm Au
                            +/-
                                0.012
                            0.028SK
                                11,
                            4.823
                                ppm Au
                            +/-
                                0.050
                            0.110SN
                                16,
                            8.367
                                ppm Au, 17.64 ppm Ag
                            +/-
                                0.087
                            0.217SP
                                17,
                            18.13
                                ppm Au
                            +/-
                                0.180
                            0.434SQ
                                18,
                            30.49
                                ppm Au
                            +/-
                                0.350
                            0.88
 
 Certificates
                      for the standards are provided as pdf files in Appendix
                      12-2 through 12-9.
 
 **12.5.1**  **Protocol**
  Standards
                      are stored in plastic bins at the logging trailer. An appropriate
                      powder from
                      RockLabs is weighed in lots of 100g and placed in unlabelled,
                      sealed Kraft
                      envelopes. The envelopes are then placed in plastic bins individually
                      labeled
                      with the code number and gold content. The actual Kraft envelope
                      containing the
                      powdered standard is NOT labeled.
 
 When
                      a
                      sample shipment is being prepared, standards with different
                      gold concentrations
                      are selected randomly from the available group in Table
                      12-1 and
                      inserted into the sample stream. A listing of code numbers
                      and corresponding
                      values is added to each internally maintained sample list,
                      archived, and
                      available to all Atna personnel who deal with sample collection
                      and
                      shipping.
 
 Standards
                      were evaluated based on their variance from the accepted value,
                      and by
                      comparison to accepted standard deviations. If any assay from
                      a standard
                      exceeded 2 times the accepted standard deviation, the standard
                      was flagged. If
                      more than two of the same standard in the same batch failed,
                      the batch was
                      flagged. Comparisons to variances from values were checked
                      continuously for the
                      standards. Any batches where standards exceeded 10% variance
                      were flagged and
                      the assay lab was notified of the issues.
 
 Standard
                      assays are maintained in the database table, Appendix
                      12-10 ,
                      CHECKS_STANDARDS
 
 **12.5.2**  **Summary
                      of Results**
  Standard
                      evaluation was broken into two sets based on the issues outlined
                      in section
                      12.8.2. These issues are very apparent in the AA standards
                      analyses, but
                      gravimetric assay comparisons to the standards used are excellent
                      (Figure 12-1).
                      Out of 218 standards there were only 18 failures, or a rate
                      of 1 in 12 (Table
                      12-2). Two of these failures were either misnumbered bags,
                      or standards placed
                      into the wrong bags ( APCX-224
                      215, and APR-210 075), and 4 can be considered actual bad assays
                      (APRF-227-035,
                      APR-210-115, APRF-215-015, and APCX-214-075). All other assays
                      have variances
                      falling between 10 and 20%, with 5 standards assaying at just
                      over 10%. An
                      interesting observation for these standard results is that
                      contained gold
                      concentrations of the standards are between 3 and 8 ppm. All
                      have exceeded the
                      2x accepted standard deviation flag, however, and have been
                      considered
                      failed.
 
 Variances
                      and standard deviation checks for the 110 AA finish standard
                      results are poor.
                      At least 70% of the samples failed the 2x standard deviation
                      flag, and at least
                      40 exceed the 10% variance limit. Some of this can be accounted
                      for. At least 6
                      standards are affected by out-of-sequence errors. These have
                      been fixed. Others
                      include two mislabeled standards (APC-206-035 and APRF-217-135),
                      and six true
                      busts.
 
 There
                      are
                      2 standards, OXK 18 and OXN 33, which routinely assayed with
                      variances better
                      than 10% (7 analyses) but missed the standard deviation flag.
                      The remaining
                      analytical problems involve the standards SF12 and OXE21. Accepted
                      values are
                      0.891 ppm and 0.651 ppm, respectively. SF12 is a sulfide matrix
                      while OXE21 is
                      an oxide matrix. Standard deviations for these two particular
                      standards are
                      tight, at 3% each. Except for the 6 true busts all values generated
                      for these
                      two standards fall within 20% variance, and often between 10
                      and 15% of the
                      accepted value (Figure 12-2).
 
 The
                      lab
                      considered the values acceptable, according to its equipment
                      standards. Since
                      only two standards are affected by the phenomenon, matrix problems
                      (improper
                      digestions or fluxes caused by non-, or weakly-reactive, reagents)
                      may be the
                      issue. ALS Chemex has experienced issues with clay-rich matrices
                      causing
                      incomplete digestion (Howard Shafer, personal communication,
                      2004).
 
 Given
                      the
                      problems with standards SF12 and OXE21 it is hard to accept
                      the values at lower
                      levels. However these standards only represent assays from
                      500 ppb to 900 ppb,
                      at the lower end of the scale of Atna’s current interests. Gravimetric analyses
                      and AA analyses on standards over 3000 ppb are acceptable and
                      lend confidence to
                      the overall quality control program, particularly at the assay
                      concentrations of
                      interest to Atna.
 
 Table
                      12-2: Failed Gravimetric standards
 
 Job
                            Sample
                            AU_PPB
                            Au
                                oz/ton
                            Accepted
                                value
                            PPB
                                Variance
                            Oz/ton
                                for Standard
                            Oz/ton
                                Variance105-01-89
                            APCX-226
                                275
                            3609.00
                            0.12
                            3463
                            4.22%
                            0.10
                            16.83%105-01-63
                            APRF-229
                                055
                            3438.00
                            0.12
                            3463
                            -0.72%
                            0.10
                            16.83%105-00-49
                            APCX-224
                                335
                            3718.00
                            0.12
                            3463
                            7.36%
                            0.10
                            16.83%105-00-31
                            APCX-216
                                215
                            6680.00
                            0.19
                            7378
                            -9.46%
                            0.22
                            -13.10%104-29-42
                            APRF-227
                                035
                            20356.00
                            0.26
                            30490
                            -33.24%
                            0.89
                            -70.76%104-28-94
                            APCX-224
                                215
                            18280.00
                            0.49
                            7378
                            147.76%
                            0.22
                            129.56%104-27-01
                            APR-210
                                115
                            8190.00
                            0.29
                            7378
                            11.01%
                            0.22
                            33.83%104-27-00
                            APCX-220
                                215
                            3900.00
                            0.11
                            3463
                            12.62%
                            0.10
                            10.89%104-26-09
                            APRF-217
                                035
                            25821.00
                            0.77
                            30490
                            -15.31%
                            0.89
                            -13.64%104-25-50
                            APCX-216
                                035
                            28550.00
                            0.69
                            30490
                            -6.36%
                            0.89
                            -22.86%104-25-49
                            APRF-215
                                015
                            7000.00
                            0.21
                            8376
                            -16.43%
                            0.24
                            -14.86%104-25-49
                            APRF-215
                                035
                            3690.00
                            0.11
                            3463
                            6.56%
                            0.10
                            10.89%104-25-48
                            APCX-218
                                055
                            7765.00
                            0.24
                            7378
                            5.25%
                            0.22
                            10.60%104-25-02
                            APCX-214
                                075
                            6596.00
                            0.21
                            8376
                            -21.25%
                            0.24
                            -14.86%104-24-99
                            APR-211
                                115
                            3810.00
                            0.11
                            3463
                            10.02%
                            0.10
                            10.89%104-24-60
                            APR-210
                                075
                            3541.00
                            0.10
                            7378
                            -52.01%
                            0.22
                            -52.60%104-23-93
                            APR-208
                                155
                            7620.00
                            0.10
                            8376
                            -9.03%
                            0.24
                            -59.89%104-23-91
                            APC-202
                                015
                            6720.00
                            0.19
                            7378
                            -8.92%
                            0.22
                            -10.78%
  
 Figure
                      12-1. Standards Run With Gravimetric Finish.
 (Red
                      lines represent 10% variance)
  
 Figure
                      12-2. Standards Run With AA Finish
 (Red
                      lines represent 10% variance).
 
 **12.6**  **Blank
                      Sample Insertion**
  Blank
                      samples are used for the purpose of checking the primary and
                      secondary crushing
                      process at the analytical lab, particularly the adequacy of
                      equipment cleaning
                      between samples. Blanks are considered to have failed if they
                      exceed 2 times the
                      detection limit of the analytical device. Since Atna has not
                      used pure blank
                      material, blanks are considered to have failed if they exceed
                      20% of the
                      accepted values as outlined above. Assay are to be re-run if
                      failure rates
                      exceed 1 in 5 samples.
 
 **12.6.1**  **Protocol**
  Commercial
                      decorative stone purchased commercially in 50-pound bags was
                      used as the blank
                      material. The material was stored, in the original packaging,
                      in a bin outside
                      the core-logging trailer. One to two 18 oz scoops of material
                      per sample was
                      considered sufficient (about 1.2 kg per sample). The material
                      was placed in
                      sample bags marked with the appropriate hole number and sample
                      number for
                      insertion into the sample stream, then stored with the actual
                      drill cuttings
                      prior to shipment. Blanks are inserted into the sample stream
                      at a rate of one
                      blank for every 20 drill samples. For each group of 20 drill
                      samples, the fifth
                      sample is a blank: blanks are therefore numbered 05, 25, 45,
                      65, etc'. Blank
                      samples are inserted into the sample sequence on site and prepped
                      by the lab
                      with the actual drill samples.
 
 A
                      series
                      of initial assays were completed on the decorative stone to
                      provide a base line
                      for analytical values. These results indicate the material,
                      although not
                      completely devoid of gold, is sufficiently barren to be able
                      to discern if
                      contamination occurs because of improper cleaning techniques
                      at the lab. Two
                      separate pulps were created for the gold assays. **Table
                      12-3** lists
                      the analytical results.
 
 Acceptable
                      values for the material used to evaluate lab sample preparation
                      methods for
                      drill assays are from the clipped column, where the highest
                      value and lowest
                      value were thrown out. Ranges of acceptable values are from
                      less than detection
                      to 26 ppb (1 standard deviation from the mean). Samples exceeding
                      the upper end
                      of the range are considered to have failed.
 
 **12.6.2**  **Summary
                      of Results**
  A
                      total
                      of 358 blank samples from 63 separate assay jobs were compared
                      for failure
                      rates. Of the 358 samples only 21 failed, yielding a failure
                      rate of 1 in 18 for
                      the entire program. Of the 63 assay jobs analyzed, only three
                      jobs contained
                      samples exceeding the 1 in 5 failure rate for inserted coarse
                      blanks.
 
 Seven
                      blank samples from the failed jobs were reviewed. Of those
                      seven, 2 samples
                      represented poor cleaning, and the remaining 5 are unknown
                      failures. The two
                      samples representing poor cleaning were preceded by high grade
                      results
                      (>0.100 oz/ton) and came from the same job. Two other blanks
                      from this job
                      were also preceded by high grade samples and passed the failure
                      rate screen.
                      These two samples represent an isolated incident.
 
 The
                      5
                      failures in question were preceded in sequence by normal drill
                      assay samples
                      with gold values less than the blank samples had, and may indicate
                      contamination
                      from another step in the assay procedure. However, all other
                      samples surrounding
                      the blanks assayed with consistent low grade values and showed
                      no signs of
                      contamination spikes. It is entirely probable that the blank
                      material used has
                      greater variance in gold concentration than the initial round
                      of assays on the
                      material would suggest.
 Results
                      for the blank insertion program indicate proper cleaning procedures
                      were
                      followed at the lab, and sample preparation errors have not
                      influenced assay
                      results.
 
 Table
                      12-3: Decorative Stone (Blank Sample) Analysis
 **Decorative
                                stone Initial analysis - September 9, 2004****BSi
                                Inspectorate Final Report - Job No: 104-20-06****All
                                Analyses by fire assay with AA finish****Run
                                1**
                            
                            **Run
                                2****Sample
                                Number**
                            **Au
                                ppb**
                            **Ag
                                ppm**
                            **Au
                                ppb**
                            
                            **Combined
                                Average**
                            **Clipped
                                hi-lo**BWA-001
                            63
                            0.1
                            53
                            
                            58
                            3BWA-002
                            5
                            0.1
                            10
                            
                            8
                            3BWA-003
                            6
                            0.1
                            7
                            
                            7
                            2BWA-004
                            6
                            0.1
                            7
                            
                            7
                            5BWA-005
                            7
                            0.1
                            12
                            
                            10
                            5BWA-006
                            -5
                            -0.1
                            -5
                            
                            3
                            3BWA-007
                            7
                            0.1
                            6
                            
                            7
                            7BWA-008
                            -5
                            -0.1
                            -5
                            
                            3
                            3BWA-009
                            -5
                            -0.1
                            -5
                            
                            3
                            3BWA-010
                            6
                            -0.1
                            -5
                            2.5
                            4
                            4BWB-001
                            6
                            -0.1
                            -5
                            2.5
                            4
                            4BWB-002
                            8
                            0.1
                            -5
                            2.5
                            5
                            5BWB-003
                            45
                            0.2
                            252
                            
                            149
                            17BWB-005
                            51
                            0.1
                            12
                            
                            32
                            21BWB-006
                            19
                            0.1
                            14
                            
                            17
                            32BWB-007
                            18
                            -0.1
                            24
                            
                            21
                            58BWB-009
                            16
                            0.1
                            -5
                            2.5
                            6BWB-010
                            13
                            -0.1
                            10
                            
                            12Average
                            15
                            
                            21
                            
                            19
                            11Standard
                                Deviation
                            19
                            
                            60
                            
                            35
                            1595%
                                CI
                            9
                            
                            27
                            
                            16
                            7*Note:
                                Less than detection values converted to +2.5 for
                                statistical
                                purposes*
 
 **12.7**  **Duplicate
                      Samples - Reverse Circulation Rotary**
  Duplicate
                      samples were taken in the field at the drill rig every 100
                      feet and were used to
                      evaluate sampling protocols at the rig to ensure adequate representation
                      of
                      material was being obtained. Duplicate samples should fall
                      within 30% of the
                      original assay with a failure rate not exceeding 1 in 10 samples.
                      If the failure
                      rate exceeds 1 in 10 samples then collection methods at the
                      rig need to be
                      modified.
 
 **12.7.1**  **Protocol**
  Duplicate
                      samples were taken every 100 feet of depth at the drill rig,
                      with the first
                      duplicate sample starting at 95-100 foot depth. Samples were
                      obtained by placing
                      a 50-50 splitter on the sample port of the rotary splitter
                      when drilling wet.
                      Dry drilling required the use of a Jones splitter where the
                      samples, both assay
                      and duplicate, were obtained from a 50-50 split of the sample
                      material from the
                      cyclone.
 
 Duplicate
                      samples were inserted at the end of the sample sequence. In
                      order to maintain a
                      continuous sequence of sample numbers a second set of sample
                      bags were labeled
                      with hole number and “Duplicate A”, “Duplicate B”, etc.. Attached to the bag was
                      a removable piece of paper with hole number and footage for
                      the duplicate
                      sample. This labeling system was necessary because the last
                      sample number at the
                      end of the RC portion of drilling was not known until finished.
                      After RC
                      drilling was completed, new bags for the duplicate samples
                      were labeled that
                      continued the proper numeric sample sequence from the end of
                      the hole. Duplicate
                      sample material was then placed into the properly numbered
                      sample bag for
                      shipment to the lab. Records were kept on the sampler’s record sheet noting the
                      footages for each duplicate sample and a cross reference from
                      the primary bag
                      label (Duplicate A, etc.) to the actual sample number.
 
 **12.7.2**  **Summary
                      of Results**
  Figure
                      12-3 shows is an x-y pair graph showing a 30% warning line
                      from a baseline
                      reference. Samples falling on the high line exceed the 30%
                      acceptance limit and
                      therefore have failed the protocol screen. Of the 171 samples
                      only 5 fall above
                      the line. This yields a failure rate of 1 in 20.
 
 Two
                      of
                      the five samples were determined to have had the bags switched,
                      either at the
                      rig by the sampler, or during the relabeling of the bags for
                      insertion in the
                      sample sequence. It has not been determined which has occurred.
                      The other three
                      samples are due to poor quality control at the rig, with a
                      poor split as the
                      likely cause.
 
 Results
                      from the duplicate program indicate sampling procedures at
                      the rig are
                      sufficient to indicate proper representation of the rock sample
                      is being sent
                      for assay.
  
 Figure
                      12-3. Comparison of Duplicate Samples Taken at the Drill vs.
                      Assay
                      Sample.
 
 **12.8**  **Check
                      Assays of Mineralized Samples**
  Check
                      samples were sent to ALS Chemex labs for verification of assays
                      run by the
                      primary lab, BSi Inspectorate. A total of 214 samples were
                      sent for check
                      analyses. Check assays should fall to within 10% of the original
                      value if the
                      original pulp was used for the re-assay, and within 30% if
                      the check assay came
                      from a coarse reject duplicate. Failure rates for jobs occur
                      where less than 90%
                      of the samples do not fall within the 10% error rate.
 
 **12.8.1**  **Protocol**
  The
                      check
                      assay program consisted of identifying samples with initial
                      results greater than
                      0.10 opt gold, and included samples with values less than 0.10
                      opt gold if they
                      were part of a mineralized zone with an overall intercept at
                      better than 0.10
                      opt gold. After identification, a job order was placed with
                      the original lab
                      (BSi Inspectorate) to have the original pulps pulled and sent
                      over to ALS Chemex
                      for re-analysis. All check samples were analyzed by ALS Chemex
                      using a 30 gram
                      split of the original pulp and run using standard fire assay
                      techniques with a
                      gravimetric finish.
 
 **12.8.2**  **Summary
                      of Results**
  A
                      total
                      of 318 samples were submitted to ALS Chemex as checks on BSi
                      analytical quality.
                      At first glance the number of samples exceeding acceptable
                      error limits is over
                      the allotment given for failure rates (Figure 12-4).
 
 Figure
                      12-4 is a plot of sample variance, sorted by grade with higher
                      grades (values in
                      ppb) to the right. The red line is the 3000 ppb demarcation
                      point, and the green
                      line is the 150 ppb demarcation point. Samples below 150 ppb
                      Au show extreme
                      variations, which is understandable at such low concentrations.
                      Samples between
                      1000 and 3000 ppb gold show more consistent variation, with
                      the majority falling
                      within a 20% error limit. In samples above 3 ppm the variations
                      become much
                      tighter, with the majority falling into the 10% error range. **** The
                      reasons for the variance are the graph essentially compares
                      AA finishes from BSi
                      Inspectorate with gravimetric finishes from ALS Chemex. To
                      truly check the
                      validity of the check samples one must separate the data into
                      two sets, and
                      eliminate all samples below 150 ppb Au due to the inherent
                      high variations
                      generated at such low concentrations of gold.
  
 Figure
                      12-4. Sample Variance of All Check Samples
 
 Eliminating
                      samples with values below 150 ppb Au leaves 254 samples. Of
                      these 254 samples
                      110 represent assays between 1000 and 3000 ppb Au comparing
                      gravimetric to AA
                      finishes, and 144 above 3000 ppb Au comparing gravimetric to
                      gravimetric
                      finishes. Figure 12-5 shows the checks versus original assay
                      pairs and a 10%
                      error level (redline) relative to expected values for the 254
                      samples above 150
                      ppb Au (this graph is also a mix of AA-gravimetric comparisons).
                      Table 12-4
                      summarizes the results of the two grade intervals.
 
 Table
                      12-4: Statistics of Lab Variance in AA vs. Gravimetric Finish
 Grade
                                Level
                            Number
                                of samples
                            #
                                Within 10% Error
                            #
                                Within 20% Error
                            Rate
                                below 10%
                            Rate
                                Below 20%
                            Comparison
                                Method150
                                - 3000
                            110
                            74
                            21
                            67%
                            19%
                            AA:Grav>
                                3000
                            140
                            120
                            136
                            86%
                            97%
                            Grav:Grav
 
 The
                      graph
                      shows 56 samples to occur at or above the 10% error level but
                      only 12 samples
                      well above the 10% error level. The rest of the samples appear
                      to hug the line,
                      falling between 10 and 20% error levels. Since the graph really
                      is representing
                      AA versus Gravimetric analyses the errors between 10 and 20%
                      can be explained by
                      measurement **** errors
                      associated with AA analyses above 8000 ppb, and measurement
                      errors associated
                      with gravimetric analyses below about 5000 ppb (errors for
                      both methods become
                      larger as the upper and lower thresholds of the equipment are
                      approached and
                      exceeded). This would tend to exacerbate the errors in variation
                      seen between
                      the two methods.
 
 
 Figure
                      12-5. X-Y Pair Plot of Check vs. Original Assay, By Grade
 
 To
                      fully
                      estimate the percentage errors associated with the two methods
                      they must be
                      compared separately. However, for samples between 1000 and
                      3000 ppb, the
                      comparisons are still between AA and gravimetric finishes due
                      to the analytical
                      methods applied at ALS Chemex. Because these samples may fall
                      below cutoff grade
                      it is not as critical to compare these explicitly. Figure 12-6
                      shows the results
                      of the samples between 1000 and 3000 ppb Au.
 
 The
                      red
                      line on the graph represents the 1000 ppb break, with samples
                      to the right of
                      the line assaying above 1000 ppb. Variations left of the red
                      line consistently
                      fall within the 20% error level, but a significant number falling
                      outside the
                      20% error level also. Variation errors become much less as
                      higher grades are
                      encountered, and by 2000 ppb (green line) very few analyses
                      have greater than
                      20% variance. As 3000 ppb is approached the variances become
                      far less, and begin
                      to fall within the accepted 10% variance level.
 
 In
                      contrast, assay variations on a gravimetric to gravimetric
                      comparison are
                      typically within the less than 10% error limits (Figure 12-7),
                      even though a
                      significant number also fall between 10 and 20% variance. The
                      larger proportion
                      of these samples assay at less than 8000 ppb, toward the lower
                      end of
                      gravimetric finish ranges and may be accounted for by errors
                      associated with the
                      gravimetric units at both labs.
 
 Comparing
                      the gravimetric results from ALS Chemex to the AA results from
                      BSi Inspectorate
                      for these samples one finds that sample variance between the
                      two assays fall
                      within the 10% accepted limit. This suggests BSi Inspectorate
                      gravimetric
                      machinery may not be well calibrated at lower gold concentrations.
                      Other
                      considerations such as differences in reagents and fluxes used,
                      and experience
                      of the fire assay personnel may also lead to unidentifiable
                      errors between the
                      two labs.
 
 
 Figure
                      12-6. Variance of AA-Finish samples < 3000 ppb
 
  
 Figure
                      12-7 Gravimetric Finish Comparisons - -Check Assays to Original
                      Assays
 
 Although
                      there were many more samples outside the accepted 10% variance
                      limit failure
                      rate, only 14 serious busts were found that required attention
                      (Table 12-5).
                      These busts were from 3 check assay jobs, with only one job
                      (RE04074554)
                      considered as a bad assay batch, but from the check lab (ALS
                      Chemex) rather than
                      the primary, BSi Inspectorate. These 4 samples were re-assayed,
                      with results
                      bringing the samples into conformity with acceptable standards.
 
 Table
                      12-5: Failure Rate for 3 Check Assay Jobs.
 Job
                                Number
                            #
                                samples
                            #
                                Failures
                            RateRE04074554
                            31
                            4
                            13%RE04083801
                            62
                            4
                            6%RE05000525
                            47
                            5
                            11%
 
 Of
                      the
                      remaining ten assays, 4 samples assay below 6000 ppb and can
                      be attributed to
                      machine error, the other 5 have values greater than 0.5 oz/ton.
                      These
                      higher-grade assays have variances in gravimetric analyses
                      at less than 20%,
                      usually between 12 and 15%. Discussions with the laboratories
                      suggest
                      differences in equipment, reagents, and methods may account
                      for the variations.
                      Variations at this concentration level, in so few samples,
                      can be accepted
                      because of the consistency in error between the two labs (the
                      errors are always
                      between 12 and 15%).
 
 Due
                      to
                      the inconsistency in assay method applied it is difficult to
                      assess the accuracy
                      of the laboratories’ analytical procedures for the entire batch of samples. The
                      simple fact that variance errors are consistently less than
                      20% for most
                      comparisons indicates variation due to analytical methods (AA
                      vs. gravimetric),
                      rather than procedural errors, can account for the differences.
                      The errors in
                      gravimetric comparisons, the only truly correlative analytical
                      methods that are
                      available, suggest some tightening of procedures can be achieved
                      at both labs
                      (busts at Chemex and low gravimetric analyses at less than
                      8 ppm at
                      Inspectorate). Only 14 assays, due to a variety of reasons,
                      from a set of 254
                      were found to be of truly poor quality. These represent less
                      than 10% of the
                      number of assays used in the statistical studies, and indicate
                      acceptable levels
                      of analytical quality for the primary assay values.
 
 **12.9**  **Laboratory
                      Quality Assurance and Control**
  Internal
                      QA/QC samples were provided to Atna Resources Inc. by the assay
                      lab. Internal
                      lab protocol consisted of running 1 in 20 to 1 in 40 samples
                      (depending on job
                      size) as internal duplicates to check assay adequacy. Results
                      were posted on the
                      final certificate under the heading “QA/QC Au ppb”. The duplicate sample was
                      taken from the coarse reject with the preparation of an entirely
                      new pulp, and
                      run as blind samples within the job. Evaluation of the results
                      looked at the
                      number of samples falling outside an accepted 10% range. If
                      less than 90% of the
                      samples are within the 10% range, then affected assays falling
                      outside the 10%
                      range should be re-run.
 
 Evaluation
                      of the laboratory duplicates compared the original assay to
                      the blind duplicate.
                      A total of 460 duplicates were inserted by the lab throughout
                      the program. To
                      make meaningful comparisons, though, only those samples greater
                      than 30 times
                      detection (above 150 ppb) were used, as variances at lower
                      levels are extreme
                      and meaningless. Given these parameters, only 177 samples were
                      used to evaluate
                      lab internal QA/QC. Of the 177 samples, 10 (5.6%) fell outside
                      the accepted 10%
                      of the original assay (94% of the samples were within the allowable
                      10% error
                      range).
 
 Figure
                      12-8 represents an x-y scatter plot with red lines representing
                      a 10 percent
                      error. Two samples with the largest variances were found to
                      contain data entry
                      errors. These have been corrected in the database. Other samples
                      exceeding the
                      error limits are unexplained, but given only 5.6% of the samples
                      were bad, the
                      internal lab duplicates validate assay adequacy and accuracy.
  
 Figure
                      12-8. Laboratory Blind Duplicates
  
 **13.0**  **Data
                      Verification**
  
 **13.1**  **Summary**
  Verification
                      of previous exploration drilling assay results is required
                      as part of prudent
                      due-diligence studies for the acquisition and ongoing exploration
                      of the Pinson
                      Mine property. The process of data verification follows several
                      threads. One
                      thread is retroactive correction and maintenance of the large
                      Pinson Mining
                      Company database. A second important thread consists of re-analyzing
                      existing
                      drill sample pulps from mineralized intercepts within the CX
                      and Range Front
                      target areas. Pulps were taken from the onsite pulp library
                      maintained by Pinson
                      Mining Co., which includes all drilling done on the property
                      while PMC was
                      operator.
 
 **13.2**  **Database
                      of Previous Drilling**
  Barrick
                      supplied digital data on CD for the Pinson Mine. Contained
                      on the CD were two
                      Microsoft Access databases containing surface sample locations
                      and geochemistry,
                      and, most importantly, drill-hole location, assay, geology,
                      and survey data.
                      This data set was also duplicated in a Vulcan data set, and
                      as ASCII text files
                      used to import/export in Vulcan. After Atna established a working
                      office at the
                      mine site, additional data was found, and it was learned that
                      Homestake
                      personnel had put together the entire data set digitally.
 
 HMC
                      essentially compiled the Pinson Mine assay database under two
                      separate efforts.
                      One was the entry of older Pinson Mining company data, probably
                      from a
                      combination of hand entry and extraction from the MedSystem
                      database that was
                      used at the mine. The other was the acquisition of new data
                      from ongoing HMC
                      exploration efforts. Data were initially compiled in Excel
                      spreadsheets before
                      final storage in an Access database. Homestake’s Access database contained
                      tables for the following information:
 
 1)
                            Collar
                                information
 2)
                            Downhole
                                survey information
 3)
                            Geologic
                                information
 4)
                            Assay
                                information
 5)
                            Geochemistry
 6)
                            Grade
                                thickness
 
 While
                      the
                      database is useable in the structure it was created in, Atna
                      had additional data
                      to track, and decided to create a new data structure appropriate
                      for its own
                      work, and then import the Homestake data structure into the
                      new Atna
                      structure.
 
 Data
                      acquisition issues forced the datasets into 2 separate Microsoft
                      Access
                      databases, one for Atna Resources data and the other for historic
                      data. Data
                      management was structured in this manner to allow ongoing cleaning
                      of historic
                      data without interfering with introduction of newly acquired
                      data. These data
                      sets are being maintained as separate entities until they can
                      be integrated with
                      confidence. Both databases have the same table structures,
                      field names, and
                      table names, and should be easy to merge.
 
 
 **13.2.1**  **Tables**
  In
                      both
                      databases, the main data sets are contained in the following
                      tables:
 
 DH_Collar
                      - all collar information
 DH_Assay
                      - all gold assay information
 DH_Geochem
                      - all drill-hole trace element geochemistry
 DH_RQD
                      -
                      RQD data
 DH_Survey
                      - down hole survey data
 DH_Geology
                      - lithology and formation information
 DH_Alteration
                      - alteration data
 
 For
                      the
                      Atna Resources database the following tables also apply:
 
 TRANSMITTALS
                      - lab job certificate numbers (key field for assays and a tracking
                      device)
 DH_SAMPLERS_RECORD_SHEET
                      - cross reference list of drill-hole footages, sample numbers,
                      standards, and
                      blanks. Sample Type is also referenced so as to quickly discriminate
                      between
                      core from RC.
 CHECKS_STANDARDS
                      - all check and standard assays for QA/QC
 
 Although
                      these tables exist in the historic data set there is no information
                      contained in
                      them.
 
 **13.2.2**  **Data
                      Corrections**
  Prior
                      to
                      entering data into the newly created data structure, any errors
                      were identified
                      and resolved. The basis for fixing identified errors was the
                      well-maintained
                      filing system containing most, if not all, drill logs, downhole
                      survey data, and
                      HMC assay data. While Pinson Mining Company was operator, assaying
                      was done in
                      the mine’s own labs, and Atna Resources has yet to locate original drill-hole
                      assay sheets from that era. Atna's only source for these gold
                      assays are values
                      hand-entered onto lithology logs. Consequently, it has been
                      difficult to check
                      the validity of some historic data, except as part of Atna’s reassay program
                      completed on existing pulps from these earlier drilling programs.
 
 The
                      verification process involved the following steps:
 1)
                            Comparing
                                collar data to survey, assay, and geology data for
                                incorrect depths,
                                Azimuths, and dip values.
 2)
                            Check
                                survey, assay, and geology data for missing and/or
                                overlapping
                                intervals
 3)
                            Randomly
                                check drill-hole geologic, survey, and assay data
                                against logs and
                                hardcopy data.
 4)
                            Plot
                                sections and check for obvious errors in hole trace
                                orientations and
                                potential missing assay data (no data
                                present).
 
 The
                      following errors were detected and resolved:
 
 *Collar
                      Table* -
                      Approximately 100 known errors involving incorrect depths,
                      azimuths, and dip
                      values have been corrected
 
 *Geology
                      Table* -
                      Approximately 70 known errors correcting length overruns (survey
                      depth greater
                      than TD), overlapping intervals, and missing intervals.
 
 Accuracy
                      of geologic data is subjective and based on the logger for
                      lithology and
                      formation call. Typographical errors in the database are not
                      known, but probably
                      occur. Other errors that have not been fixed include multiple
                      entries (i.e. Flt,
                      FT, Fault) for the same data type and duplicate entries for
                      the same interval.
                      Actual drill logs will be Atna’s definitive source for interpreting
                      geology.
 
 The
                      geology table has not actually been loaded into the new data
                      structure, but
                      rather resides in its original form as a separate table within
                      the
                      database.
 
 *Survey
                      Table* -
                      Approximately 110 errors including length overruns, missing
                      intervals, out of
                      sequence intervals, and bad azimuth or dip values.
 
 *Geochem
                      Table* - All
                      data has missing intervals. Data has not been fixed yet, and
                      will be done on
                      loading when data is needed. Homestake did not run all intervals
                      from the drill
                      holes sampled in their geochemistry program, leaving large
                      gaps in the from and
                      to sequences within the database.
 
 *Assay
                      Table (DH_Assay)*
 
 This
                      is
                      the most important table in the database for generating resource
                      estimates and
                      must be clean. The original structure of the table contained
                      the following
                      fields.
 
 Table
                      13-1: Field Definitions in (HMC) Pinson Database
 **FIELD**
                            **Data
                                Type**HOLEID
                            Hole
                                name identifierFROM
                            Beginning
                                assay intervalTO
                            End
                                assay intervalAUPPB
                            HMC-Chemex
                                Fire assays in ppbAUFA
                            HMC
                                and Pinson Fire Assay in oz/tonAUCN
                            HMC
                                cyanide assays and Pinson AA cyanide soluble assaysAUMOZ
                            FACalc
                                oz/ton multiplied by 1000FACALC
                            Ounce
                                per ton numbers used for modeling, Calculated from
                                AUPPB or taken from
                                AUFA fieldsCN_FA
                            Ratio
                                of CN vs. FA analysesCN_FA_T
                            UnknownCALC_CN
                            Unknown
 
 This
                      structure was used primarily for pre-Atna resource
 modeling
                      efforts in Vulcan software.
 
 Many
                      of
                      the problems and errors encountered in the assay database came
                      about as a result
                      of the pulp re-assay program. That program, described below,
                      caught several
                      errors, ranging from simple clerical entry errors to the practice
                      of entering
                      only single Fire Assay values for the Pinson Mining Co. data,
                      regardless of
                      check assays and any additional assay reporting. Below is a
                      summary of errors
                      caught while validating the data.
 
 *Incorrect
                      assays* :
                      -
                      Several holes (for example, RH-123) have assay values entered
                      showing grade,
                      where the only source of information indicates either no grade,
                      or assay values
                      in the wrong interval.
 
 *Missing
                      intervals* :
                      -
                      Approximately 25 holes with intervals actually missing.
 
 *Intervals
                      beyond hole depths* :
                      -
                      Approximately 60 holes with intervals beyond hole depths, including
                      many
                      intervals containing anomalous and low grade gold values.
 
 *Overlapping
                      intervals* :
                      - 35
                      holes with overlapping intervals.
 
 *Typos* :
                      -Several assays have typos caught by the pulp re-assay program.
                      Many probably
                      still exist. In one instance the typo changed a 10 ppm assay
                      to 1
                      ppm
 
 Other
                      errors in the assay database that are less egregious include:
 
 *"Less
                      than" detection* :
                      -
                      Although not significant for ATNA's purposes, since the company
                      is focused on
                      high grade values, it leads to a general sense of poor quality
                      control and
                      checks on the original database. HMC converted all "less than"
                      detection values
                      to "+1⁄2" value. This was done for statistical purposes during resource
                      estimation. Converting less than detection values is not an
                      issue generally, but
                      it has been inconsistently applied. All “less than” detection values have been
                      identified and converted back to reflect original results on
                      certificates or
                      drill logs.
 
 *Missing
                      assays* :
                      -
                      Homestake Mining Company entered "-1" for any assay that was
                      missing. This
                      included -1 for any analyses that were not run, and for samples
                      with missing
                      intervals due to poor recovery, voids, or fractures. Since
                      Atna is pursuing a
                      structural target, it is important to make the distinction.
                      In the current
                      database a value of -8 or -9 has been entered to reflect the
                      distinction. "-8"
                      values indicate no assay was run, even though a sample was
                      taken, or if it is
                      not known why an assay is not present. A "-9" indicates no
                      assay due to
                      insufficient sample, or missing sample, attributable to geologic
                      reasons.
                      Numerous holes have been fixed but many others have not. These
                      discoveries
                      continue as holes are plotted on section.
 
 
 **13.2.3**  **General
                      description of pre Atna assay results and procedures.**
  Because
                      no assay certificates exist for Pinson Mining Company drilling,
                      it cannot be
                      said with certainty where actual assays were completed, nor
                      whether the assays
                      were accurately entered on the log sheets. It has been generally
                      accepted the
                      assays were completed at the mine site.
 
 Pinson
                      Mining Company's standard practice was to run assays using
                      AA methods. For all
                      assays this was generally done on a cyanide leach, as interest
                      lay only in
                      identifying leachable ore. After a certain date (unknown) Pinson
                      Mining began to
                      run fire assays with an AA finish on all assays over 0.01 opt,
                      and selectively
                      ran check assays at third-party laboratories for numerous high-grade
                      zones. All
                      the assay information was hand written on the lithologic log.
 
 Pinson
                      Mining Co detection limits were <0.003 and <0.001 oz/ton, with the
                      distinction between detection limits being the age of the assay.
                      These values
                      were also converted to “+1/2” detection limit values. In addition, 0.0005 and
                      0.0006 oz/ton were also found in the database for Pinson Mining
                      Company Holes.
                      On the original logs, these assays were reported as “Nil”, <0.003, or as
                      "<0.001 oz/ton." For Pinson Mining company holes, all “less than” detection
                      values have been converted to -0.001 or -0.003 for oz/ton in
                      the
                      database.
 
 Validity
                      for using Pinson Mining Company data derives from the pulp
                      re-assay
                      program.
 
 Homestake
                      Mining Company assayed all drill holes at ALS Chemex in Reno,
                      NV. ALS Chemex
                      provided sample pickup and preparation services. These procedures
                      are consistent
                      with standard practices in the industry and include:
 
 1)
                            A
                                primary crush to less than -80 mesh
 2)
                            Split
                                of 300 grams of material for pulverization to -180
                                mesh
 3)
                            A
                                30 gram split for digestion and
                                assay
 
 All
                      assays were completed using the AUAA23 Fire Assay method. Initial
                      assay results
                      were finished using an AA machine with results reported in
                      ppb values. If
                      results came back less than 10,000 ppb gold these were reported
                      on the
                      certificate using the actual ppb value. Samples that assayed
                      greater than 10,000
                      ppb on the initial AA finish, were re-assayed using an assay-grade
                      gravimetric
                      finish. These gravimetric assays were reported on the same
                      certificate using
                      ounce per ton values in a separate column. The value “>10000” was placed in
                      the ppb column for any gravimetric analyses.
 
 Detection
                      limits for gold analyses on ALS Chemex assay certificates are
                      -5 ppb and -0.0005
                      for oz/ton. Most HMC holes reporting such values were converted,
                      for statistical
                      purposes, to 2.5 ppb and .0003 opt. Several HMC holes also
                      had actual ppb
                      results of 34.3, 17.8, 18.9, and 56.0 reported as 2.5 ppb values
                      in the
                      database. For HMC holes all "less than" detection values have
                      been converted
                      back to -5 and -0.0005, respectively, for ppb and oz/ton in
                      the
                      database.
 
 Homestake
                      also ran, as standard practice, a cyanide shake leach assay
                      on any result
                      greater than 0.01 oz/ton (334 ppb). These were reported on
                      the certificate under
                      a column labeled Au CN OPT. Detection limits for the cyanide
                      assays were less
                      than 0.001 oz/ton.
 
 Pulps
                      from HMC’s exploration drilling were also subject to re-assay.
 
 **13.3**  **Pulp
                      Selection**
  Atna
                      Resources re-analyzed 652 pulps from drill-hole samples as
                      part of a due
                      diligence effort to confirm the presence of strong gold mineralization
                      at depth
                      and along strike from open pits and other hypothesized structures
                      at the Pinson
                      Mine. Selection of pulps was based on grade, and whether or
                      not the mineralized
                      intercept was contained within either the Range Front or CX
                      fault zone. Grade
                      ranges for samples to pull were those intervals above 0.10
                      oz/ton, unless the
                      sample was internal to a mineralized intercept. The pulps came
                      from the mine’s
                      pulp library stored on site.
 
 Intervals
                      pulled are listed in Appendix
                      13-1 ,
                      Pulp
                      Re-Assay List. Care was taken to maintain the order and status
                      of the library.
                      All pulps pulled for re-assay were replaced in their original
                      boxes, in order,
                      and the boxes restored to their original locations on the mine
                      site. After
                      pulling and cataloguing the pulps, Atna staff delivered the
                      pulps to the BSi
                      Inspectorate laboratory facility in Reno for re-bagging and
                      insertion of blind
                      standards and blanks. ALS Chemex Laboratories completed the
                      analytical
                      work.
 
 **13.4**  **Re-Assay
                      Methods**
  **13.4.1**  **Processing
                      by BSi Inspectorate**
  BSi
                      Inspectorate re-bagged the pulps using the following process:
 
 1)
                            In
                                order to maintain a uniform sample sequence with
                                the insertion of blind
                                standards and blanks original pulps must be re-bagged
                                and
                                re-numbered.
 2)
                            Existing
                                pulps were rolled and a 100 gram split taken for
                                the new
                                assay.
 3) Pulps
                      were re-bagged in a new envelope and given a new sample number.
                      A
                      cross-reference list was maintained to index the original pulp
                      sample numbers to
                      the new split pulp sample numbers. The original list was given
                      to BSi
                      Inspectorate as an Excel spreadsheet containing existing pulp
                      sample numbers and
                      locations for the insertion of blind standards and blanks.
                      BSi Inspectorate then
                      filled in an index field on the list with the new sample number
                      sequence. The
                      list was delivered to Atna Resources, both as hard copy and
                      digital, once pulp
                      preparation was completed.
 4) BSi
                      Inspectorate inserted certified standards from CDN Resource
                      Laboratories Ltd.
                      into the sample sequence at a rate of 1 standard for every
                      20 samples. Standards
                      were given sample numbers that maintained a uniform numbering
                      sequence for the
                      entire job (see step 1). These numbers were listed on the cross-reference
                      sheet
                      with the following additional information: accepted assay value
                      for the
                      standard, matrix type, and Standard Reference ID #. Statistics
                      for the certified
                      standards were available from CDN Resource Laboratories’ website. Table 13-2,
                      CDN Resource Laboratories Standards, lists the standards.
 5) BSi
                      Inspectorate also prepared and inserted into the sample sequence
                      silica sand
                      blanks at a rate of 1 for every 20 samples. Standards and Blanks
                      were not
                      inserted adjacent to each other. Again, sample numbers for
                      blanks maintained a
                      uniform numbering sequence for the entire job, and were identified
                      in the BSi
                      Inspectorate cross reference list as “silica sand blank” along with a
                      corresponding sample number.
 6) Samples
                      were delivered to ALS Chemex in four separate batches for analysis.
 
 **13.4.2**  **Processing
                      by ALS Chemex**
  Samples
                      were analyzed by ALS Chemex with these conditions:
 1)
                                New
                                    fusion crucibles.
 2)
                                Gold
                                    assays determined by 1 assay-ton, Fire assay
                                    with an AA finish (Au-AA25),
                                    or via a gravimetric finish for samples greater
                                    than 100
                                    ppm.
 3)
                                Results
                                    reported directly to Atna
                                    Resources.
 
 Atna
                      compared and contrasted the reproducibility of the gold values
                      obtained in the
                      re-analysis project with those originally reported to Pinson
                      Mining Company. A
                      statistical analysis of the analytical data, certified gold
                      standards, and
                      silica blanks was completed to assist in gauging the reliability
                      of the
                      data.
 
 Table
                      13-2: CDN Resource Laboratory Standards
 **Standard
                                Name**
                            Accepted
                                Value and Error Range**CDN-GS-1**
                            5.07
                                ± 0.43 g/t Au**CDN-GS-2**
                            1.53
                                ± 0.18 g/t Au**CDN-GS-3**
                            0.79
                                ± 0.07 g/t Au**CDN-GS-4**
                            3.45
                                ± 0.21 g/t Au**CDN-GS-5**
                            20.77
                                ± 0.91 g/t Au**CDN-GS-6**
                            9.99
                                ± 0.50 g/t Au**CDN-GS-7**
                            5.15
                                ± 0.46 g/t Au**CDN-GS-8**
                            33.5
                                ± 1.7 g/t Au**CDN-GS-9**
                            1.75
                                ± 0.14 g/t Au**CDN-GS-P3**
                            0.30
                                ± 0.04 g/t Au**CDN-GS-10**
                            0.82
                                ± 0.09 g/t Au**CDN-GS-1A**
                            0.78
                                ± 0.08 g/t Au**CDN-GS-13**
                            1.80
                                ± 0.18 g/t Au**CDN-GS-11**
                            3.40
                                ± 0.27 g/t Au**CDN-GS-5A**
                            5.10
                                ± 0.27 g/t Au**CDN-GS-14**
                            7.47
                                ± 0.31 g/t Au**CDN-GS-12**
                            9.98
                                ± 0.37 g/t Au**CDN-GS-15**
                            15.31
                                ± 0.58 g/t Au**CDN-GS-20**
                            20.60
                                ± 0.67 g/t Au**CDN-GS-30**
                            33.5
                                ± 1.4 g/t Au
 
 **13.5**  **Re-Assay
                      Results**
  New
                      assay
                      values for the pulp program came back from ALS Chemex in 5
                      separate jobs. ALS
                      Chemex split the second pulp batch (491 samples) from Inspectorate
                      into two
                      separate jobs (270 and 221 samples) because the number of samples
                      exceeded
                      Chemex’s internal QC job size allotment of 300 samples. Results from
                      those
                      assays were compiled and statistically analyzed by comparing
                      the new assay
                      values to the original values.
 
 Initial
                      results of that analysis showed a significant decline in gold
                      concentrations for
                      numerous samples when compared to original assay results, many
                      of which were
                      also done by ALS Chemex Laboratories. The lower gold concentrations
                      occurred at
                      all grade levels, but happened to be particularly acute in
                      samples assaying
                      above 8 g/t Au. Additional statistical evaluations also showed
                      20% of the
                      analyses fell outside of an accepted 10% variance from original
                      gold results, as
                      well as uniformly lower results and large variances in values
                      of standards when
                      compared to accepted values.
 
 Several
                      samples were pulled from each assay job for additional testing.
                      Statistical
                      analyses of results from the testing, with some exceptions,
                      fell within accepted
                      10% variances from original assay results (Figure 13-1). This
                      is particularly
                      true of samples above 10 ppm, which, in the initial re-assay
                      tests fell below
                      the -10% variance level, and of all standards re-analyzed during
                      the testing
                      (Table 13-3). Re-analysis of these samples led to the conclusion
                      that bad assays
                      of the newly-submitted pulps were to blame, in particular improper
                      fluxing of
                      the sample. Two jobs had to be re-analyzed based on the tests.
  
 Figure
                      13-1. Test Result Variances
 (Red
                      lines are 10% acceptable limits).
 
 Table
                      13-3: Analyses of Standards Used in Testing.
 **Samp_ID**
                            **New_Au_ppb**
                            **Accpt_Au_ppb**
                            **HighFlux_Au_PPM
                                (method1)**
                            **Grav_Au_PPM
                                (Method 2)**
                            **Error
                                tolerance +/-**
                            **Within
                                Tolerance**RE04058845-27
                            770
                            780
                            0.75
                            
                            +/-
                                0.140 g/t
                            NoRE04058845-5
                            4550
                            5150
                            
                            
                            +/-
                                0.460 g/t
                            YesRE04054309-14
                            740
                            820
                            
                            
                            +/-
                                0.09 g/t
                            YesRE04054309-74
                            9460
                            9990
                            9.65
                            9.59
                            +/-
                                0.50 g/t
                            YesRE04057300-344
                            4840
                            5150
                            5.12
                            4.73
                            +/-
                                0.460 g/t
                            YesRE04056499-24
                            16950
                            20770
                            
                            20
                            +/-
                                0.91 g/t
                            Yes
                                (Gravimetric value)RE04056499-44
                            4770
                            5150
                            5.28
                            5.22
                            +/-
                                0.460 g/t
                            YesRE04056499-104
                            17950
                            20770
                            19.8
                            19.95
                            +/-
                                0.91 g/t
                            Yes
 *
                      Note
                      sample 27 was initially misreported as to original value (1775
                      ppb). The value
                      should be 780 ppb.
 
 High
                      variations in results between 10 and 25 ppm from several samples
                      in Figure 13-1
                      are from samples run by Pinson Mining Company. These variations
                      are at odds with
                      accuracy comparisons with the standards analyzed in the same
                      batch. Checks of
                      the original logs traced discrepancies in the data to various
                      problems,
                      including database entry errors, variances in original assays,
                      or poor quality
                      control on older Pinson Mining Co. jobs. Use of different pulps
                      for fire assay
                      analyses and check samples is also a part of the problem, as
                      indicated by
                      several analyses (e.g. RHA 456 460-465) where the Fire assay
                      value (on a
                      different pulp) was much less than the original AA assay, and
                      Atna’s re-assays
                      reflect the AA result. When comparing re-assay results with
                      Pinson Mining’s
                      original data there is at least one original assay value that
                      does correlate
                      well with the re-assay results, indicating the pulp in the
                      library came from
                      this assay rather than the original AA assay. In any event,
                      these variances were
                      tracked down and an acceptable reason and solution for the
                      variance was then
                      determined.
 
 After
                      resolution of variance issues, the results were incorporated
                      into the data set
                      and re-analyzed statistically. The analyses fell within acceptable
                      limits on the
                      second assay set and have been incorporated into the database
                      as the actual
                      values for the re-assay effort.
 
 **13.6**  **Discussion**
  Atna’s
                      re-assay results substantiate the accuracy of the original
                      HMC and PMC assay
                      results, showing the original numbers to be valid. Furthermore,
                      the re-assay
                      results also lend a degree of confidence to the Pinson Mining
                      Company assay data
                      as a whole, indicating that the values obtained by Pinson Mining’s original
                      assays and the values written on the logs and entered into
                      the database, can be
                      used even for those holes not re-assayed under this program.
 
 After
                      verification and correction of database records, Atna was able
                      to enter the data
                      set into a newly structured Access database. The assay table
                      was structured to
                      reflect the true nature of the assay data, with fields for
                      AA,, gravimetric,
                      Pinson fire assay data, and Homestake ppb data. A field was
                      also added to store
                      the values to be used in resource modeling and estimation.
 
 Since
                      there are several types and generations of assay data, even
                      for a particular
                      sample, the concern with the data set was, Which gold assay
                      value to use for
                      resource estimation. Standard geostatistical practice is to
                      use the original
                      assay so as to not alter the inherent variability within the
                      deposit (Bruce
                      Davis, personal communication, 2005). An order of precedence
                      must be used to
                      ensure that the highest quality assay method, and thus the
                      highest quality
                      value, is used from the several generations of available data.
                      The restructured
                      Atna database uses this order of precedence:
 
 1)
                            Atna
                                re-assay data for HMC and PMC holes
 2)
                            Fire
                                assay gravimetric data for HMC and Fire Assay AA
                                data for PMC
                                holes.
 3)
                            Fire
                                assay ppb values for HMC holes converted to OPT using
                                - oz/t = Au
                                ppb/34285.7
 4)
                            AA
                                assays for PMC holes.
 5)
                            Cyanide
                                assays for all others (purely theoretical, as some
                                higher-quality
                                measurement exists for every
                                sample).
 
 This
                      precedence was applied and the data stored in the Field AuFA_Calc,
                      and are the
                      values to be used for all modeling and resource estimation
                      purposes.
  
 **14.0**  **Database
                      Audit**
  **14.1**  **Analytical
                      Data**
  A
                      separate audit of the assay database followed the verification
                      and cleaning
                      process described in section 13 above. This audit was of assay
                      data from an MS
                      Access database of all drilling completed on the Pinson Mine
                      Property to the end
                      of exploration activities in 2001, and consisted of a mix of
                      data from Pinson
                      Mining Company and Homestake Mining Company drilling. Drill
                      data of material
                      interest to Atna are considered to **** be
                      those
                      holes intersecting the Range Front or CX fault zones in areas
                      where identified
                      gold mineralization has significant potential to be developed
                      into economic
                      reserves. A total of 370 holes from the Pinson Mine Assay database,
                      identified
                      through cross-section work, are being used for modeling and
                      resource estimates
                      for these two zones.
 
 **14.1.1**  **Validation
                      Process**
  Seventy-four
                      drill holes, representing 20% of the 370 holes of interest
                      to Atna, were picked
                      randomly using Microsoft Excel:
 1.
                                Each
                                    of the 370 holes was given a unique numeric index
                                    number in the Access
                                    database and then exported to
                                    Excel.
 2.
                                Using
                                    the Data Analysis toolpack add-in for Excel,
                                    a random sequence of numbers
                                    was generated using the unique index number as
                                    a
                                    reference.
 3.
                                The
                                    selected index numbers generated by Excel were
                                    imported back into Access
                                    and cross-referenced to drill-hole
                                    ID.
 4.
                                An
                                    assay set was extracted from the database using
                                    the cross-referenced
                                    drill-hole number list. This list was further
                                    winnowed for checking
                                    purposes by examining only assays greater than
                                    or equal to 0.08
                                    oz/ton.
 5.
                                Assay
                                    values from the database were compared to assay
                                    certificates for HMC data,
                                    and against values presented on drill-hole logs
                                    for Pinson Mining Company
                                    data. (Actual assay certificates have yet to
                                    be found for Pinson Mining
                                    Company work.)
 This
                      procedure generated a total of 7,479 individual assays for
                      the 74 drill holes.
                      Extracting values greater than or equal to 0.08 oz/ton yielded
                      a total of 216
                      assays to be checked for errors. Appendix
                      14-1,: Error Analysis of Randomly Selected Pinson Database
                      Assays ,
                      lists
                      the hole numbers and assay intervals used in the check process,
                      and the errors
                      found.
 
 Of
                      the
                      216 assays checked there were 16 errors, representing 7% of
                      the total number
                      checked. Only 7 of the 16 would materially affect the database
                      (3%). Of the 16
                      errors, four represent check values entered that were inconsistent
                      with the use
                      of the primary assay in the database, 4 errors represent assay
                      values that could
                      not be followed up with certificates. An additional three entries
                      were not made
                      that affect the value used for resource estimates. There was
                      one typographic
                      entry error, one unknown error, and one duplicate entry, which
                      then caused an
                      out of sequence error. The above errors have been changed in
                      the
                      database.
 
 The
                      total
                      number of errors found in the verification and cleaning process
                      was 475. The
                      verification process focused on the 370 holes used to calculate
                      the resource
                      estimate. A total of 61416 records (combined Collar, Survey,
                      Geology, and Assay
                      tables) exist in this subset of data, leading to an overall
                      error rate of
                      0.7%.
 
 **14.2**  **Drill-hole
                      Collar Location**
  Due
                      to
                      degradation by mining activity, reclamation, and other ground
                      disturbance,
                      physical location of pre-Atna drill-hole collars is impractical,
                      if not
                      impossible, for most ground surrounding the pit areas. However,
                      Pinson Mining
                      Company routinely surveyed drill-hole collar locations. This
                      was done by the
                      mine surveyor using a total station (R. Petray, personal communication,
                      2004).
                      Records for each hole were meticulously kept in a log book
                      listing hole number,
                      coordinate values, and elevations. This book is kept in the
                      file system onsite.
                      All coordinate values were obtained in local mine grid values.
 
 The
                      mine
                      grid origin of 10,000N, 10,000E was established on the common
                      corner of sections
                      28, 29, 32, and 33 of T48N, R24E, MDBM, now mined out. An Array
                      of control
                      points has been established throughout the property for survey
                      control and has
                      been well documented. Many of these points are still well marked
                      and can be used
                      for future surveys.
 
 Homestake
                      Mining Company drill holes were also surveyed in. These were
                      done with GPS units
                      and a local base station. GPS used was a Trimble LS5000 survey
                      grade RTK system.
                      Prior to surveying the holes a transformation from latitude-longitude
                      values to
                      local mine grid was established in the GPS data collector using
                      pre-existing
                      survey points. Mine grid coordinates were able to be read directly
                      from the GPS
                      unit and stored in files. (R. Petray, personal communication,
                      2004)
 
 Prior
                      to
                      Atna’s drilling campaign, a survey was completed to see if non-survey-grade
                      GPS
                      would temporarily locate collar coordinates for plotting purposes.
                      The GPS used
                      was a Trimble AG132 with autonomous precision of 5 meters.
                      Local grid
                      coordinates were obtained through ArcPad by using a datum definition
                      defined for
                      the Pinson Grid system. Settings were established in the AG
                      132 to read
                      differential GPS fixes from the Coast Guard beacon system if
                      they were
                      available. This correction, although not nearly optimum, brought
                      relative
                      accuracy of the surveys to within 15 feet, acceptable for initial
                      plotting.
                      After system setup, the unit was taken to the field and used
                      to resurvey control
                      points and several (15) drill holes (water monitor wells and
                      other). Results
                      from this survey show the GPS unit to be accurate to within
                      8 feet in the X
                      direction and 6 feet in the Y direction from any survey point
                      or known drill
                      hole.
 
 For
                      underground mining, the GPS coordinate accuracy is insufficient.
                      Due to this
                      fact, a professional surveyor using a total station obtained
                      Atna drill-hole
                      collar coordinates. The survey was completed in December, near
                      the end of
                      drilling activity and after completion of all drill-hole pre-collars.
                      The
                      surveyor used an Atna geologist as rod man because his knowledge
                      of the physical
                      drill-hole collar locations aided in the speed and accuracy
                      of the survey.
                      Coordinates and elevations are stored in the drill-hole collar
                      table of the Atna
                      database, and shown in Appendix
                      14-2 ,
                      Drill-hole Collar Table.
  
 **15.0**  **Adjacent
                      Properties**
  
 **15.1**  **Summary**
  The
                      valley east of the Osgood Mountains is a discrete unnamed valley
                      within the
                      Humboldt River drainage basin, hosting on its west flank a
                      series significant
                      gold deposits. From south to north, these are:
 
 ·
                            Preble
 ·
                            Pinson
                                (A Zone; B Zone; C Zone; CX Zone, CX West Zone; MAG
                                Zone; Range Front
                                Zone)
 ·
                            Getchell
                                / Turquoise Ridge complex
 ·
                            Twin
                                Creeks (an administrative consolidation of the former
                                Chimney Creek and
                                Rabbit Creek properties).
 
 Deposits
                      closest to the Osgood Mountain front (Preble, Pinson & Getchell) are
                      generally considered to be dominated by structural factors
                      produced by
                      high-angle faulting, while deposits somewhat distant from the
                      mountain front
                      (Turquoise Ridge and Twin Creeks) are credited with mineralization
                      dominated by
                      favorable stratigraphy-however structures play an important
                      role in focusing
                      these gold systems into the favorable stratigraphy.
 
 **15.2**  **Preble
                      Mine**
  The
                      Preble Deposit is located in the low hills east of the Osgood
                      Mountains and
                      north of the Humboldt River, in T. 36 N., R. 41 W. (Davis and
                      Tingley, 1999).
                      Its discovery in the 1970s was attributed to regional sampling
                      (Kretschmer,
                      1983) supported by follow-up rotary drilling. Production was
                      deferred until
                      1984, when gold prices then supported mining a resource of
                      1.7 M tons @ 0.062
                      opt Au (2.1 g/t) (McLachlan et al., 2000).
 
 The
                      locus
                      of this mineralization is a broad, NE-striking shear zone dipping
                      shallowly SE,
                      paralleling bedding. The principal host rocks are isoclinally
                      folded
                      carbonaceous and calcareous shales and silty limestones of
                      the Middle Preble
                      Formation. Silicification is the most prevalent form of alteration,
                      and is
                      expressed in a range of settings, from narrowly fracture-controlled,
                      to widely
                      dispersed in permeable horizons. Fractured settings provided
                      higher gold grades.
                      Multistage vein/alteration systems were recognized at Preble.
 
 **15.3.**  **Getchell/Turquoise
                      Ridge Mine Complex**
  **15.3.1**  **History**
  Historically,
                      the focus of exploration at Getchell was on its oxide potential,
                      dating from the
                      first discoveries in 1934 along the Osgood Mountain front.
                      The setting for these
                      discoveries was fracture-controlled mineralization in the Getchell
                      Fault, the
                      major N-S striking, Basin-Range fault. Deeper exploration on
                      the fault zone
                      resulted in high-grade discoveries.
 
 Additional
                      open pit resources were discovered about 3,000 feet east of
                      the main fault zone,
                      in an area later named Turquoise Ridge, and this area was mined
                      out between 1993
                      and 1995. Some of the deeper development holes for the pit
                      bottomed in pillow
                      basalts believed to be unproductive. Geologists suspected that
                      the already-mined
                      pits might actually represent leakage above a productive system,
                      and began a
                      delineation program in 1994 that resulted in a commitment to
                      shaft sinking. The
                      shaft itself traversed a high-grade zone, and became the focus
                      of early mine
                      development. By the end of 1998 the production shaft was in
                      service.
 
 **15.3.2**  **Geologic
                      Setting**
  The
                      Getchell deposits are sediment hosted, micron-gold deposits
                      whose grade is
                      influenced by the convergence of favorable stratigraphy - often
                      carbonaceous
                      mudstone and silty shales, or carbonate debris flow sequences
                      - and both high-
                      and low-angle structures of varying orientations.
 
 The
                      usual
                      formations mineralized are the Cambrian Preble, Ordovician
                      Comus, and Ordovician
                      Valmy. The Preble is part of the eastern platform sequence,
                      and overlain by
                      Cambro-Ordovician platform rocks, which include Comus carbonates.
                      Further west,
                      the Ordovician Comus includes both calcareous and argillaceous
                      sediments, and
                      interbedded mafic volcanics and tuffs. Still further west,
                      the Ordovician
                      Valmy(?) is represented by a more siliceous, cherty or volcanic
                      assemblage,
                      which is usually interpreted to be in east-directed overthrust
                      contact with
                      Comus beneath it. Locally, a depositional contact between Comus
                      and Valmy is
                      sometimes inferred. The lower Paleozoic section is usually
                      in unconformable or
                      high-angle fault contact with overlying Pennsylvania-Permian
                      Etchart limestone,
                      and the entire area was covered at one time by unconformable
                      sheets of Miocene
                      volcanics, now only preserved in isolated pockets.
 
 Unraveling
                      the true geologic relationships is significantly complicated
                      by the overprinting
                      effects of 4 discrete structural events:
 ·
                            The
                                Devono-Mississippian Antler orogeny, which thrust
                                western-facies siliceous
                                rocks over eastern-facies
                                carbonates;
 ·
                            The
                                Permo-Triassic Sonoma orogeny which reactivated
                                thrusting
 ·
                            The
                                Jurassic-Cretaceous Sevier Orogeny resulting from
                                Pacific Plate collision
                                North American plate;
 ·
                            The
                                mid-Tertiary inception of regional extensional
                                faulting.
 
 **15.3.3**  **Gold
                      geology**
  Gold
                      is
                      mined underground at Placer Dome’s Getchell Mine from two principal ore bodies;
                      the 194 ore body at the Getchell underground operations, and
                      the Turquoise Ridge
                      ore body, accessed by the Turquoise Ridge Shaft. Both ore bodies
                      are localized
                      at the intersections of NNS striking faults with NE striking
                      fault
                      zones.
 
 Getchell
                      geologists have separated the local stratigraphic section into
                      4 units, from top
                      to bottom (Edmondo, 2004):
 
 Unit
                      1:
                      siliceous shale and greenstone;
 Unit
                      2: a
                      debris flow package consisting of limestone clasts in a shale
                      and micrite
                      matrix;
 Unit
                      3:
                      primarily planar-laminated calcareous siltstones and shales
                      with limestone
                      interbeds;
 Unit
                      4:
                      dominantly black mudstone and micrite.
 
 Getchell
                      Underground mineralization is confined to the fault plane of
                      the Getchell Fault,
                      and to calcareous/carbonaceous rocks lying within 1,000 feet
                      of the fault. The
                      Getchell fault is a N-S striking 45-55 degree, east-dipping
                      structure with
                      several thousand feet of offset, and the 194 orebody lies in
                      the footwall of the
                      Getchell Fault, hosted in units 3 and 4.
 
 Turquoise
                      Ridge mineralization lies several thousand feet east, in the
                      hanging wall of the
                      Getchell Fault. Gold is preferentially found in horizons of
                      carbonate debris,
                      hosted by units 2 and 3. These units appear to be packages
                      of debris-flow
                      material that slumped from a carbonate platform into deeper
                      water. The packages
                      are volumetrically significant - the horizontal and vertical
                      dimensions are
                      measured in thousands of feet - and fed by a variety of faults.
 
 Both
                      ore
                      bodies contain a series of dike and sill like intrusions that
                      occur within the
                      major fault zones. These are primarily dacite (?) in composition,
                      but are
                      thoroughly altered. A major difference between the 194 and
                      Turquoise Ridge ore
                      bodies is the presence of calc-silicate alteration at the 194
                      ore body; due in
                      large part to the proximity of the Cretaceous Osgood Granodiorite.
 
 Ground
                      conditions at the two sites differ considerably. Calc silicate
                      alteration and
                      hornfels, produced by the Osgood stock, produced a much more
                      competent rock at
                      Getchell, creating more localized fracture sets and brecciation
                      in the host
                      rock. This is evident in the presence of consistent bedding
                      planes and sharp
                      fault contacts with minimal brecciation. Rock bolts, steel
                      sets, and steel mesh
                      are the primary control for rock stability. Shotcrete is rarely
                      used (<10% of
                      drifting) in the drifts at the 194 workings.
 
 In
                      contrast, at Turquoise Ridge all rocks are extremely broken
                      up and shattered,
                      then completely argillized such that no competency exists in
                      the host rocks at
                      all. Underground workings are held together through bolting,
                      mesh, and
                      shotcrete. Getchell geologists attribute the poor competency
                      to a much stronger
                      hydrothermal system at Turquoise Ridge than at Getchell; however,
                      the structural
                      ground preparation and distance from the stock may be important
                      factors as well.
                      Turquoise Ridge is located at the intersection of NS faults
                      parallel to the
                      Getchell Fault Zone and a large ENE trending fault zone extending
                      up to Newmont
                      Gold’s Twin Creeks Mine. These intersecting zones have produced
                      a large area of
                      disruption where original bedding has been destroyed by brecciation,
                      or so badly
                      fractured that it has no mechanical competency. The hydrothermal
                      system then
                      turned the rocks into clays, further destroying mechanical
                      properties of the
                      rock package.
 
 **15.4**  **Twin
                      Creeks**
  **15.4.1**  **Physiography**
  The
                      Twin
                      Creeks property lies in an alluviated valley southeast of the
                      Dry Hills, a
                      northeastern outlier of the Osgood Range in northern Humboldt
                      County, Nevada.
                      The Dry Hills is an area of gently north-dipping Upper Paleozoic
                      carbonate
                      sediments, stratigraphically higher than rocks in the rest
                      of the Osgood Range,
                      which consists mainly of Lower Paleozoic clastic sediments
                      intruded by a large
                      Cretaceous pluton, which forms the backbone of the Range.
 
 Topography
                      descends to the south and east from a high point in the Dry
                      Hills (northwest of
                      Twin Creeks), with a typical gradient of 100 feet per mile.
                      A blanket of
                      matrix-supported alluvium also originates to the northwest,
                      and thickens
                      southeastward more rapidly than the regional topographic slope,
                      reaching
                      thicknesses of over 700 feet three miles to the south.
 
 **15.4.2**  **Stratigraphy**
  Besides
                      the alluvial cover, the rock sequence at Twin Creeks consists
                      of four main
                      elements (MacKerrow et al., 1997):
 ·
                            A
                                group of Penn-Permian Etchart Formation mixed carbonate
                                lithologies in
                                depositional contact with:
 ·
                            A
                                tectonic unit (Leviathan Thrust Sheet) of possible
                                Devono-Mississippian
                                age, thrust eastward over:
 ·
                            A
                                tightly folded presumed Upper Ordovician group of
                                predominantly basaltic
                                sills and flows (with minor interbedded shales and
                                tuffs),
                                and:
 ·
                            An
                                equally tightly folded presumed Lower Ordovician
                                group of predominantly
                                shaley rocks (with minor mafic and basaltic igneous
                                rocks).
 
 The
                      Penn-Permian Etchart Formation was divided functionally into
                      three Members, and
                      is the principal host in Vista Pit, with occasional extensions
                      into northern
                      Mega Pit. The formation is a transgressive sequence, showing
                      a basal Lower
                      Member of siliciclastic-dominated carbonate, a medial Middle
                      Member dominated by
                      massive biomicritic limestones and dolomites, and an Upper
                      Member composed of
                      siliciclastic sand-and-siltstones.
 
 The
                      Devono-Mississippian Leviathan Thrust Sheet consists of an
                      informal Upper Member
                      comprised mostly of exceptionally thick sequences of pillow
                      basalts, and an
                      informal Lower Member dominated by interbedded greenstones,
                      cherts & tuffs.
                      The Lower Member of the sheet crops out along the west wall
                      of Mega Pit, where
                      it dips about 20 degrees to the west, and sporadically appears
                      as an
                      east-dipping remnant along the northeast wall, suggesting that
                      the Leviathan
                      Thrust surface defined a north-trending antiform now cored
                      by Mega
                      Pit.
 
 The
                      Ordovician package is coherently folded into an overturned,
                      eastward-verging Z.
                      This package consists of three elements: a generally flat-lying,
                      mildly arched
                      and warped Upper Limb on the west side of Section 19 known
                      as the Conelea
                      Anticline, an overturned Middle Limb with no name, and a mildly
                      arched upright
                      Lower Limb on the east side of Section 19 known as the Tapper
                      Anticline.
 
 **15.4.3**  **Structure**
  The
                      axial
                      trace of the Z-fold strikes north-northwest, and the fold plunges
                      gently NNW at
                      about 20 degrees. Because of the interplay of this gentle northward
                      plunge with
                      the regional southward slope of the bedrock surface, the practical
                      result is
                      that, sub-horizontal beds of the Upper Limb of the Z-fold crop
                      out immediately
                      beneath alluvium throughout North Mega Pit and on the western
                      side of South Mega
                      Pit, while the Upper Limb has been removed by erosion in the
                      south-central part
                      of Mega Pit, allowing the steeply dipping beds of the Middle
                      Limb to subcrop
                      directly beneath allluvium. Rocks of the third, Lower Limb
                      either subcrop east
                      of Mega Pit proper, or lie at depths of decreasing economic
                      interest (South and
                      North Mega Pit, respectively).
 
 Given
                      the
                      size of the altered and mineralized area and the complexity
                      of the folding, not
                      many significant high angle faults have been recognized. The
                      most important,
                      from the standpoint of structural understanding, are, from
                      oldest to
                      youngest:
  ·
                            A
                                district-scale Mega Pit thrust (Ear Thrust) following
                                the Upper Axial
                                Plane of the Z-fold in South Mega Pit, with relatively
                                little measurable
                                displacement.
 ·
                            A
                                district-scale Mega Pit thrust (DZ Fault) cutting
                                obliquely across the
                                axial planes of the Z-fold, from the Upper Axial
                                Plane in Mid-Mega Pit to
                                Lower in North Mega Pit, with perhaps several thousand
                                feet of
                                stratigraphic throw.
 ·
                            A
                                regional NE-trending, high angle, wide sheared zone
                                in North Mega Pit (TC
                                Fault) with nominal right-lateral (+/- 400') and
                                little (50')
                                down-to-the-north movement.
 ·
                            A
                                family of NE-trending, high-angle faults with negligible
                                right-lateral
                                movement in South Mega Pit (Wry-Tail, Bill’s, and #601
                                Fault).
 ·
                            A
                                long, N-S, high-angle, down-to-the-east east-dipping
                                Mega Pit fault (CP)
                                with differential bedrock and alluvial displacements
                                (100 feet and 50
                                feet, respectively);
 ·
                            A
                                district-scale, east-directed overthrust
                                (Leviathan);
 ·
                            A
                                long, N-S high-angle, down-to-the east east-dipping
                                fault (20,000)
                                bordering the Vista Pit area with at least 1,000
                                feet of
                                displacement
 
 As
                      far as
                      is known, most of the faults in Mega Pit can be shown to be
                      pre-mineral in that
                      they limit or compartmentalize (hydrothermal) fluid flow within
                      the mineralized
                      system. More often than not, only the hangingwalls of low-angle
                      faults are
                      mineralized, while the footwalls of high-angle faults are
                      mineralized.
 
 **15.4.4**  **Erosion
                      & Alluviation**
  A
                      strongly aligned (NNW-SSE), incised erosional channel evolved
                      along the Mega Pit
                      corridor, on top of the originally-exposed bedrock surface,
                      beginning somewhere
                      in mid-Mega Pit. The erosion which centered on this drainage
                      axis was driven in
                      part by the extensive regional N-S alteration present in both
                      the Upper and
                      Lower Limb Ordovician rocks (fabrics permitting easy erosion),
                      and the specific
                      geometry of upturned altered Middle Limb beds, which promoted
                      easy channel
                      incision. This early incision eroded headward (northward) along
                      strike, through
                      the rest of the Middle Limb sediments, into the relatively
                      flat beds of the
                      Upper Limb at the northern part of Mega Pit. This channel thalweg
                      became the
                      depositional center of a thick column of alluvial fill, which
                      acted as a giant
                      reservoir of oxygenated ground water, allowing even deeper
                      oxidation to develop.
                      The practical result is that a large amount of Mega Pit ore
                      was economic from
                      the first deep excavations because the oxidation had materially
                      lowered the
                      required economic grade cutoffs, and allowed extraction of
                      mineralized material
                      that never would have been economic as sulfide ore.
 
 **15.4.5**  **Mineralization**
  Mineralization
                      in Mega Pit occurs in several environments, including fracture
                      fillings in what
                      are likely feeder zones; as passive disseminations in permeable
                      beds bounded by
                      mafic sills; and as massive replacements in structurally incompetent
                      fold
                      hinges. The mineral suite consists principally of auriferous
                      pyrite,
                      supplemented by arsenian pyrite, orpiment, stibnite, and rare
                      realgar.
 
 The
                      fracture fillings require brecciation and a permeable matrix.
                      The passive
                      disseminations depend on prior decalcification of the sedimentary
                      rock within
                      the igneous 'sandwich'. The massive fold-hinge replacements
                      depend primarily on
                      pre-existing silicification, which can be shattered upon folding.
 
 In
                      spite
                      of the variety of ore environments, the hydrothermal system
                      is quite linear, and
                      confined to a N-S corridor centered on the midline of Sections
                      6, 7, 18, 19
& 30. Along this corridor, it is clear that the mineralizing
                      system is
                      opportunistically exploiting all potential hosts along its
                      longitudinal path,
                      and. transgressing north-dipping stratigraphy from south to
                      north, within a
                      fairly restricted vertical interval, so that the principal
                      hosts migrate
                      upsection as follows:
 
 Section
                      30: Middle Limb of Z-fold in Ordovician rocks
 Section
                      19: Middle & Upper Limbs of Z-fold in Ordovician rocks
 Section
                      18: Upper Limb of Z-fold in Ordovician rocks, & Leviathan
 Section
                      7: Leviathan and Lower Member of the Etchart
 Section
                      6: Lower & Middle Member of the Etchart
 
 **15.4.6**  **Alteration**
  There
                      are
                      seven recognizable types of alteration present at Twin Creeks.
                      In apparent
                      chronological order, from oldest to youngest, they are:
 
 ·
                            silicification
                                I (Mega Pit)
 ·
                            propylitization
                                (Mega Pit and Vista Pit)
 ·
                            pyritization
                                (Mega Pit)
 ·
                            decalcification
                                (Mega Pit and Vista Pit)
 ·
                            argillization
                                (Mega Pit and Vista Pit)
 ·
                            silicification
                                II (Vista Pit)
 ·
                            oxidation
                                (Mega Pit and Vista Pit)
 
 Silicification
                      I appears to be early, and related almost entirely to the emplacement
                      of the
                      Ordovician sills. This is based on the cross-sectional observation
                      that nearly
                      all sills of any consequence are rimmed by an envelope of silicification
                      (or
                      extended by a layer of silicification); the envelope itself
                      is displaced from
                      the contact by about 3'-7'. The intervening space, between
                      the sill and the
                      silica envelope, is pristine because the sills routinely do
                      not hornfels their
                      sedimentary contacts.
 
 Leviathan
                      Formation is universally propylitized through both pit areas.
                      The usual
                      characteristics are pervasive chloritic green color, calcite
                      veining, and minor
                      epidote.
 
 The
                      role
                      and importance of pyritization at Mega Pit is indeterminate.
                      A basic assumption
                      is that much pyrite has been either added to, or remobilized
                      within, the rocks.
                      Black shales show a much higher concentration of finely disseminated
                      pyrite than
                      would be expected from such organically-poor rocks. Likewise,
                      mafic phases in
                      the basalts are often supplemented with euhedral pyrite, either
                      as
                      disseminations in the matrix, or as networks of hairline fractures.
                      The role of
                      this pyrite as a gold-enhancing agent is uncertain.
 
 Decalcification
                      is routinely observed in altered rock sequences whose precursors
                      were
                      calcareous. Effects range from slight reduction in reaction
                      to acid to karsts
                      and solution breccias. The decalcification has made the calcareous
                      clastics
                      particularly receptive to gold mineralization.
 
 Argillization
                      refers especially to the alteration-related development of
                      clay fabrics,
                      especially in the contacts of sills. This appears to result
                      from
                      pyrite-generated sulfuric acid acting on the feldspars contained
                      in the sills.
                      However, thinner basalts in particularly well-mineralized areas
                      have been
                      completely penetrated by hydrothermal fluid, allowing an extensive
                      amount of
                      sulfuric acid to evolve and decimate the matrix of the basalt
                      itself.
 
 Various
                      styles of silicification II are recognized in the Vista Pit
                      area. Some are
                      associated with base-metal veins related to the Osgood stock;
                      some are
                      strata-bound occurrences of jasperoid in the hanging-wall of
                      the Leviathan
                      thrust complex; and some are stockworks in greenstones.
 
 The
                      Leviathan thrust surface seems to control the redox boundaries
                      throughout the
                      mine area. In Vista Pit, the contact of Etchart Formation with
                      Upper Leviathan
                      defines the regional redox surface. In Mega Pit, the oxidation
                      profile also
                      follows the sole of the Leviathan Thrust across most of section
                      19, except in
                      the vicinity of the central Middle Limb area, where the redox
                      surface dives
                      deeply in each of the steeply dipping shale beds between basalt
                      sills. In
                      general, the redox surface in the horizontally-bedded areas
                      lies at 350 feet
                      below surface, diving to up to 1,700 feet in the overturned
                      beds.
 
 **15.4.7**  **Summary**
  Twin
                      Creeks is a package of intercalated impermeable basalt and
                      permeable, mildly
                      calcareous clastic sediments. Although the stratigraphic section
                      dips gently
                      north, and is folded into an overturned chevron fold, the hydrologic
                      connectedness of the entire package allows a subhorizontal
                      corridor of
                      hydrothermal water access to all the permeable horizons, decalcifying
                      the
                      calcareous members and mineralizing them by replacement of
                      the dissolved fabric.
                      The corridor is surrounded to the west, east and below by a
                      prominent front of
                      remobilized calcite; the front above the corridor is absent
                      by erosion. The
                      widespread silicification is pre-mineral, and is only a contact
                      metamorphic
                      effect of the Ordovician intrusion of the basaltic sills, and
                      is therefore not
                      useful for exploration.
 
 The
                      root
                      zone or feeder for this system was a vertical, N-S fracture
                      zone occurring deep
                      in, and at the south end of, known economic mineralization,
                      and its existence
                      was not suspected until after years of drilling and mining.
                      Individual
                      high-grade accumulations occur along a rigid, N-S alignment
                      with no visible
                      fracture expression.
 
 The
                      economic value of Twin Creeks arises because the corridor of
                      altered rock lies
                      in a downfaulted block in an extension terrain. The vertical
                      extent of
                      alteration allowed deep erosion, and deposition of a thick
                      cap of alluvium over
                      the buried deposit. Highly oxygenated water in the alluvial
                      cap promoted deep
                      oxidation of the bedrock, converting marginal gold sulfide
                      grades to economic
                      oxide grades.
  
 **16.0**  **Mineral
                      Processing and Metallurgical Testing**
  This
                      technical report is in support of a resource calculation only.
                      While it is
                      anticipated that the project’s mineralized material will have metallurgical and
                      mineral processing characteristics similar to those at the
                      adjacent, producing
                      mine properties of Getchell and Twin Creeks, no detailed metallurgical
                      studies
                      have been completed by Atna Resources on the resource zones
                      summarized in this
                      technical report.
 **17.0**  **Mineral
                      Resources Estimates**
  **17.1**  **Introduction**
  The
                      mineral resource estimates for the CX and Range Front zones
                      were made from
                      3-dimensional block models generated using commercial mine
                      planning software
                      (MineSight).
 
 The
                      project limits are based on a local Pinson mine grid system
                      initially developed
                      during mine operations some years back The mine grid is not
                      rotated and the
                      origin (point 10000,10000) is located at 478294.7 E,
                      4553517.9N in the
                      UTM Zone 11, North American Datum of 1927 coordinate system.
                      The mineralized
                      zones occur roughly between 8500E to 11000E, 9500N to 13500N
                      and 2500 ft to 5500
                      ft elevation. The project limits are described in more detail
                      in section
                      17.9.
 
 A
                      series
                      of vertical cross sections, oriented approximately perpendicular
                      to the general
                      trend of the mineralized zones, are utilized for viewing the
                      deposits in cross
                      section. This series of 40 sections, numbered 5300NE through
                      9300NE, are
                      oriented at an azimuth of 120 degrees and are spaced at 100
                      ft intervals as
                      shown in Figure 17-1.
  
 Figure
                      17-1: Rotated Vertical NW-SE Cross-Sections
 
 The
                      mineral resource estimate was generated from drill-hole sample
                      assay results and
                      a geologic model which relates to the spatial distribution
                      of gold. Individual
                      domains, reflecting distinct zones or types of mineralization,
                      have been defined
                      and interpolation characteristics have been defined for each
                      domain based on the
                      geology, drill-hole spacing and geostatistical analysis of
                      the data. The degree
                      of confidence in the resources have been classified based on
                      the proximity to
                      sample locations and/or surface exposures and are reported,
                      as required by NI
                      43-101, according to the CIM standards on Mineral Resources
                      and
                      Reserves.
 
 This
                      report includes estimates for mineral resources. There are
                      no mineral reserves
                      prepared or reported in this Technical Report.
 
 **17.2**  **Geologic
                      Model, Domains and Coding**
  **17.2.1**  **Geologic
                      Model**
  The
                      CX
                      and Range Front are two sub-parallel fault zones which are
                      separated by
                      approximately 600 feet and dip to the southeast at about 55
                      degrees. These fault
                      zones range in thickness from 30 to over 300 feet and average
                      approximately 150
                      feet. The majority of the fault is relatively barren of mineralization;
                      however,
                      it does host a distinct, somewhat dendritic web or zone that
                      is highly enriched
                      in gold. The nature and distribution of the mineralization
                      is thought to result
                      from solutions which passed through the “path(s) of least resistance” depositing
                      microscopic gold in the receptive host.
 
 Grade
                      estimations conducted without a distinct internal HG domain
                      boundary would
                      result in the averaging of high and low grade samples throughout
                      the fault zone
                      resulting in a large but low-grade model. This contradicts
                      the nature and
                      distribution of the gold seen in both open pit exposures and
                      in the drill
                      holes.
 
 The
                      enriched, or high-grade (HG), portion of the fault zone is
                      often defined by the
                      presence of silica (veins), pyrite, or the visual identification
                      of traces of
                      orpiment, realgar, stibnite and/or cinnabar. Unfortunately,
                      the various vintages
                      of drilling on the property has resulted in a database which,
                      in areas, lacks
                      the details such as the identification of these trace minerals.
                      As a result, it
                      is difficult to produce a geologic model of the HG portion
                      of the fault zone
                      based on the available geological information.
 
 Therefore,
                      in order to reproduce the natural distribution of the mineralization
                      within the
                      fault zones, a separate HG zone domain has been developed through
                      a combination
                      of geostatistical applications and geologic interpretation
                      of the sample data.
                      This approach has resulted in a grade model which closely reflects
                      the trends
                      observed in the surface exposures and the drilling results.
 
 **17.2.2**  **Domains
                      and Coding**
  The
                      geologic model for the Pinson gold-bearing zones has been developed
                      in two
                      stages. Initially, the CX and Range Front fault zones have
                      been developed based
                      on the geologic logging information. Second, the high-grade
                      portions within the
                      fault zones are defined through a combination of geostatistical
                      and manual
                      methods.
 
 The
                      CX
                      and Range Front fault zones have been identified in drill holes
                      based on
                      information defined in the drill logs. This process included
                      a review of core
                      photos (where available) and re-logging of stored core/cuttings
                      from historic
                      drill holes where required.
 
 The
                      fault
                      zone intervals were displayed along the drill-hole traces and
                      the subsequent
                      geologic interpretation based on this data was conducted on
                      cross sections. The
                      interpreted sectional polylines were then linked to produce
                      3-dimensional
                      wireframe solids. The CX and Range Front fault zones are shown
                      in cross section
                      in Figure 17-2 and in an isometric view in Figure 17-3.
 
 It
                      should
                      be noted that geologic model has been extended above the current
                      surface
                      topography in the area of the CX pit. The information gained
                      from including the
                      mined-out portion of this zone enhances the estimation of the
                      remaining CX
                      resource. The final contained resource in this zone is limited
                      to the current
                      topographic surface.
  
 Figure
                      17-2: Cross Sectional View of CX and Range Front Fault Zones
  
 Figure
                      17-3: Isometric View of CX and Range Front Fault Zones
 
 Following
                      the generation of the fault zones, the high-grade gold-bearing
                      domains (HG zone)
                      were defined as follows. The drill-hole samples were composited
                      to standard
                      5-foot sample lengths (this step is described in more detail
                      in section 17.4).
                      Samples contained within the fault zones were evaluated both
                      visually and
                      statistically (described in detail in section 17.5) and an
                      indicator threshold
                      of 0.1 opt Au was selected to define the HG portion of the
                      fault zone. Samples
                      within each of the faults were assigned a value of zero (0)
                      if the grades were
                      below 0.1 opt Au and a value of one (1) if the grade was above
                      0.1 opt Au.
                      Probability estimations were then conducted defining the likelihood
                      of the
                      presence of the HG zone located within the fault zone boundaries.
                      The indicator
                      probabilities within blocks are estimated using an inverse
                      distance weighting
                      (IDW) technique with search directions controlled by “relative elevations” as
                      described below.
 
 Although
                      the CX and Range Front fault zones occur as relatively planar
                      structures, local
                      undulations exist as shown in figures 17-2 and 17-3. Based
                      on drilling data and
                      surface exposures, the HG zones located within the host fault
                      zones show
                      undulations and local branching, or bifurcation, into multiple
                      zones. The
                      indicator probability estimates using regular ellipse-oriented
                      IDW or ordinary
                      kriging (OK) methods resulted in very planar distributions
                      which are not
                      representative of the true nature of the HG zones. The “relative elevation” (RE)
                      approach assigns temporary elevation values to both drill-hole
                      composites and
                      the model blocks, relative to the location with respect to
                      a 3-D surface. Then,
                      during the resulting estimation, the search orientation is
                      controlled by the
                      shape of the designated surface. Note that similar results
                      could be achieved by
                      splitting the deposit into a number of individual domains,
                      each with a unique
                      search ellipse or set of variogram parameters. However, this
                      would be a
                      difficult and potentially inaccurate approach due to the relative
                      lack of sample
                      data over some portions of the deposit.
 
 The
                      controlling surfaces for the RE estimation were initially interpreted
                      on cross
                      sections defining the general trend of the HG sample intervals
                      with respect to
                      the overall shape of the host fault zones (Figure 17-4). The
                      interpreted lines
                      were joined to form 3D surfaces, one for the CX zone and one
                      for the Range Front
                      zone. The relative elevations with respect to these surfaces
                      were then assigned
                      to the composite samples and model blocks and the indicator
                      probabilities were
                      estimated for each of the two zones. Figure 17-5 shows a comparison
                      of the
                      indicator probability distributions resulting from the relative
                      elevation method
                      versus a regular ellipse oriented IDW estimate (note that the
                      probability
                      distribution resulting from an OK application produces very
                      similar results to
                      the regular ellipse oriented IDW estimate). Figure 17-6 shows
                      a similar
                      comparison, in cross section, from the Range Front zone.
  
 Figure
                      17-4: Sectional View of HG Zone Trends Within Fault Zones
  
 Figure
                      17-5: Comparison of Indicator Probability Estimation Techniques
                      -
                      Plan
  
 Figure
                      17-6: Comparison of Indicator Probability Estimation Techniques
                      -
                      Section
 
 A
                      series
                      of probability grade shells were produced from the block indicator
                      probability
                      estimates. A “grade shell” is essentially a 3-dimensional contoured surface
                      which envelops volumes at defined threshold limits. Probability
                      grade shells
                      were produced from 25% to 50% probability limits at 5% increments.
                      The
                      probability shells were then compared to the original gold
                      assay data on section
                      and plan. In general, the probability shells performed well
                      in areas with
                      relatively high sample density. However, in areas where the
                      drill-hole spacing
                      increases (typically at depth) or where the HG zone became
                      quite narrow, the
                      probability shells did not consistently represent the continuity
                      of the zone.
                      Ultimately, the 30% probability shell for the CX zone and the
                      35% shell for the
                      Range Front zone were selected as the best fit with the sample
                      data.
 
 Some
                      minor modifications were made to the probability shells as
                      follows. The lower
                      portion of the CX zone shell, which is not bounded by additional
                      drilling, was
                      limited to a distance of 170 feet from a drill hole (Figure
                      17-7). Also, a thin
                      zone on the north part of the shell was manually added to more
                      accurately
                      represent the continuity encountered in the drilling in this
                      area.
  
 Figure
                      17-7: CX High-Grade Zone Modifications
 
 Several
                      additions were made to the Range Front probability grade shell
                      in areas where
                      the indicator approach was not able to reproduce the continuity
                      of the narrow
                      portions of the deposit. These are shown in Figure 17-7. As
                      in the CX zone, the
                      lateral extent of the grade shell in mineralized areas not
                      bounded by additional
                      drilling, was limited to a distance of 150 feet from a drill
                      hole.
  
 Figure
                      17-8: Range Front HG Zone Modifications
 
 The
                      geologic domains are summarized in **Table
                      17-1** .
 
 Table
                      17-1: Summary of Geologic Domains
 ***Domain***
                            ***Code#***
                            ***Description***CX
                                Fault
                            ZONE=1
                            CX
                                Fault zoneRF
                                Fault
                            ZONE=2
                            Range
                                Front Fault zoneCX
                                HG Zone
                            HGZNE=1
                            Portion
                                of CX fault >0.1 opt AuCX
                                LG Zone
                            HGZNE=2
                            Portion
                                of CX fault <0.1 opt AuRF
                                HG Zone
                            HGZNE=3
                            Portion
                                of Range Front fault >0.1 opt AuRF
                                HG Zone
                            HGZNE=4
                            Portion
                                of Range Front fault <0.1 opt Au
 
 **17.3**  **Available
                      Data**
  The
                      exploration and production history on the Pinson property dates
                      back over more
                      than 50 years and as a result, there is a rather extensive
                      drill-hole database
                      consisting of almost 3000 holes. The resource estimate described
                      in this report
                      is based on the information provided from a total of 401 drill
                      holes which are
                      in close enough proximity to the CX and Range Front zones to
                      have an influence
                      on the resource modeling.
 
 Atna
                      Resources drilled a total of 31 holes during its 2004/05 program.
                      As of the data
                      freeze date for this resource estimate (February 15, 2005),
                      the assay results
                      from holes APRF-229A and APRF-230 have not been received, however,
                      the geology
                      logging information was utilized in the development of the
                      Range Front fault
                      zone domain.
 
 The
                      total
                      length of drilling in the 401 holes is 236,219 feet, of which
                      52 holes are
                      diamond drill (DD) cored holes and the remaining 349 are reverse
                      circulation
                      (RC) holes. Note that in an effort to reduce costs, many of
                      the recent Atna
                      holes were pre-collared and cased using a reverse circulation
                      drill rig with a
                      conversion to DD prior to intersecting the target fault zone.
                      Although RC
                      drilling comprises approximately 85% of the holes in the database,
                      the majority
                      of this type of drilling is limited to the shallow upper-portion
                      of the deposits
                      as shown in Figures 17-9 and 17-10. As a result, the diamond
                      drilling results
                      contribute more in relation to the overall resource estimation.
                      It is estimated
                      that DD holes cover approximately 65% of the lateral extent
                      of the CX zone and
                      approximately 85% of the area of the Range Front zone.
 
 
 Figure
                      17-9: Distribution of Drill Holes by Type - CX Zone
  
 Figure
                      17-10: Distribution of Drill Holes by Type - Range Front Zone
 
 Samples
                      in the database which were analyzed but returned values below
                      the detection
                      limit were assigned values equal to one half the detection
                      limit.
 
 There
                      are
                      a total of 45,121 samples analyzed for gold in the database.
                      The majority (89%)
                      of the sample intervals are a standard length of 5 feet; however
                      they range from
                      a minimum of 0.2 feet to a maximum of 82 feet. These large
                      intervals are
                      composite samples collected from primarily rotary holes in
                      areas where gold
                      mineralization is not anticipated.
 
 The
                      presence and location of the CX and Range Front fault zones
                      has been identified
                      from drill log data, core photos or re-logging of stored core,
                      in a total of 209
                      holes in the database. The fault domains have been developed
                      from the
                      information provided by these drill holes. The remaining 192
                      holes in the
                      database intersect one of the fault zones but the actual location
                      of the fault
                      in the hole cannot be confirmed (i.e. It is not clearly identified
                      in the drill
                      logs, there are no photos of the core and there is no material
                      stored from these
                      holes).
 
 **17.4**  **Compositing** ****
  Compositing
                      of drill-hole samples is performed in order to standardize
                      the database for
                      further statistical evaluation. This step eliminates any bias
                      related to the
                      sample length that may exist in the data.
 
 As
                      stated
                      previously, the vast majority (89%) of the original sample
                      intervals are 5 feet
                      in length. As a result of this fact, the composite length was
                      also selected at 5
                      feet. The reason for this is that the underlying nature of
                      the data is retained
                      in the composited data, where the selection of a longer composite
                      length
                      introduces some smoothing, which may mask some of the natural
                      features of the
                      data.
 
 Drill-hole
                      composites are length-weighted and have been generated “down-the-hole” meaning
                      that composites begin at the top of each hole and are generated
                      at 5-foot
                      intervals down the length of the hole.
 
 Prior
                      to
                      compositing, the original drill-hole samples were “speared” with the fault ZONE
                      domain solids. This step tags each sample interval with the
                      appropriate
                      ZONE-code designation (ZONE=1 for the CX fault and ZONE=2 for
                      the Range Front
                      fault zone). These contacts are then honored during compositing
                      (i.e. composites
                      begin and end at the ZONE domain boundaries).
 
 Several
                      holes were randomly selected and the composited values were
                      checked for
                      accuracy. No errors were found.
 
 **17.5**  **Exploratory
                      Data Analysis**
  Exploratory
                      data analysis (EDA) involves the statistical evaluation of
                      the database in order
                      to quantify the characteristics of the data. One of the main
                      purposes of this
                      exercise is to determine if there is evidence of spatial bias
                      which may require
                      the separation and isolation of domains during interpolation.
                      The application of
                      separate domains prevents unwanted mixing of data during interpolation
                      and the
                      resulting grade model will better reflect the unique properties
                      of the deposit.
                      However, use of domain boundaries in areas where the data is
                      not statistically
                      unique may impose a bias in the distribution of grades in the
                      model.
 
 A
                      domain
                      boundary, which segregates the data during interpolation, is
                      typically applied
                      if the average grade in one domain is significantly different
                      from that of
                      another domain. A boundary may also be applied where there
                      is evidence that
                      there is a significant change in the grade distribution across
                      the
                      contact.
 
 The
                      various domains that reflect differing styles and distribution
                      of gold
                      mineralization in the deposit are listed in Table 17-1. The
                      drill-hole
                      composites have been speared with these domains prior to statistical
                      analysis.
                      EDA evaluation of these domains includes basic statistics,
                      contact profiles,
                      histograms and log-probability plots.
 
 **17.5.1**  **Basic
                      Statistics by Domain**
  The
                      basis
                      statistics of samples contained within the CX and Range Front
                      fault zones are
                      summarized in Table 17-2.
 
 Table
                      17-2: Drill-hole Sample Statistics by Fault Zone
 ***Gold
                                (opt)***
                            ***CX
                                Fault***
                            ***Range
                                Front Fault***Total
                                #/ft samples
                            6,750/33,661
                            2,665/13,269Min
                            0.0001
                            0.0001Max
                            1.840
                            2.337Mean
                            0.030
                            0.037Std
                                Dev
                            0.095
                            0.122
 (Statistics
                      based on 5-foot drill-hole composite samples, weighted by sample
                      length)
 
 Table
                      17-3: Drill-hole Sample Statistics by HG/LG Portion of Fault
                      Zone
 ***Gold
                                (opt)***
                            ***CX
                                HG Zone***
                            ***CX
                                LG Zone***
                            ***RF
                                HG Zone***
                            ***RF
                                LG Zone***Total
                                #/ft samples
                            564/2,819
                            6,186/30,842
                            248/1,228
                            2,415/12,041Min
                            0.0005
                            0.0001
                            0.0009
                            0.0001Max
                            1.840
                            1.305
                            2.337
                            1.054Mean
                            0.241
                            0.011
                            0.295
                            0.011Std
                                Dev
                            0.220
                            0.031
                            0.277
                            0.035
 (Statistics
                      based on 5-foot drill-hole composite samples, weighted by sample
                      length)
 
 The
                      results from the tables above indicate that the Range Front
                      zone is slightly
                      higher grade than the CX zone. Although the physical extent
                      of the Range Front
                      zone is larger, the CX zone has more contained samples due
                      its higher density of
                      drill holes.
 
 Note
                      that
                      the low-grade (LG) portion of the fault zones contains several
                      relatively
                      high-grade samples (they are described in more detail in section
                      17.7 of this
                      report). These were considered somewhat anomalous during the
                      development of the
                      HG zone domains because they could not be included in the interpretation
                      with
                      any degree of confidence. Therefore, at present, they remain
                      outside of the HG
                      zone domain. The understanding of these intervals is expected
                      to improve with
                      additional drilling and it is anticipated that they may add
                      to overall resource
                      in the future.
 
 **17.5.2**  **Contact
                      Profiles**
  The
                      nature of grade trends between two adjacent domains is evaluated
                      using the
                      contact profile which graphically displays the average copper
                      grades at
                      increasing distances from the contact boundary. Contact profiles
                      that show a
                      marked difference in grade across a domain boundary, are an
                      indication that the
                      two data sets should be isolated during interpolation. Conversely,
                      if there is a
                      more gradual change in grade across a contact, the introduction
                      of “hard”
limitations to the data (i.e. segregation during interpolation)
                      may result in
                      very different trends in the grade model - in this case the
                      change in grade
                      between domains in the model is often more abrupt than the
                      trends seen in the
                      raw data. Finally, a flat contact profile indicates no grade
                      changes across the
                      boundary. Here, the segregation of the data, or the lack of
                      separation (i.e.
“hard” vs. “soft” domain boundaries) will produce similar results in the
                      model.
 
 The
                      very
                      nature of the construction of the CX and Range Front HG zones
                      produces domains
                      which differ in grade from the surrounding host. The contact
                      profile shown in
                      Figures 17-11 and 17-12 clearly show the change in gold grade
                      across the HG zone
                      boundaries.
  
 Figure
                      17-11: Contact Profile of CX HG vs. LG Domains
  
 Figure
                      17-12: Contact Profile of Range Front HG vs. LG Domains
 
 **17.5.3**  **Histograms
                      and Log-Probability Plots**
  The
                      sample data contained in the various domains is displayed in
                      a series of
                      histograms and probability plots (Figures 17-13 through 17-24).
 
 The
                      histograms of the fault zones as a whole show very skewed distributions
                      of data.
                      However, once separated, the HG vs. LG histograms are, as expected,
                      significantly different. The log-probability plots for the
                      fault zones (Figure
                      17-19 and Figure 17-22) exhibit subtle breaks in the slope
                      of the distribution
                      at a grade of 0.1 opt Au. This feature is more evident in the
                      Range Front
                      fault.
 
 This
                      break is accentuated when the HG and LG data is viewed separately.
                      For example,
                      Figure 17-20 shows the distribution of samples inside the CX
                      HG zone. There are
                      a series of samples below the 0.1 opt Au threshold for the
                      HG zone that show a
                      very different distribution trend when compared to the higher-grade
                      samples.
                      These low-grade samples represent narrow intervals which are
                      bracketed by
                      higher-grade material and are the result of generalizations
                      made during the
                      interpretation of the HG domain boundaries. It is expected
                      this mixing of
                      domains will be reduced with additional detailed drilling
                      information.
 
 
 Figure
                      17-13: Histogram of Gold in CX Fault Zone
  
 
 Figure
                      17-14: Histogram of Gold in CX HG Zone
  
 Figure
                      17-15: Histogram of Gold in CX LG Portion of Fault Zone
  
 Figure
                      17-16: Histogram of Gold in Range Front Fault Zone
  
 Figure
                      17-17: Histogram of Gold in Range Front HG Zone
 
 Figure
                      17-18: Histogram of Gold in Range Front LG Portion of Fault
                      Zone
 
 Figure
                      17-19: Log-Probability Plot of Gold in CX Fault Zone
 
 Figure
                      17-20: Log-Probability Plot of Gold in CX HG Zone
 
 Figure
                      17-21: Log-Probability Plot of Gold in CX LG Portion of Fault
                      Zone
  
 
 Figure
                      17-22: Log-Probability Plot of Gold in Range Front Fault Zone
  
 
 Figure
                      17-23: Log-Probability Plot of Gold in Range Front HG Zone
  
 
 Figure
                      17-24: Log-Probability Plot of Gold in Range Front LG Portion
                      of Fault
                      Zone
  **17.5.4**  **Conclusions
                      and Modeling Implications**
  The
                      results of the EDA indicate that the HG zones in the CX and
                      Range Front fault
                      zones are truly distinct in nature and should be isolated from
                      the lower-grade
                      material during the grade estimation process. This conclusion
                      is best supported
                      by the results of the contact profile analysis and the log-probability
                      distributions of the data.
 
 **17.6**  **Bulk
                      Density Data**
  There
                      are
                      no individual bulk density values available in the drill-hole
                      database from
                      which to conduct interpolation estimations in the block model.
                      Historical data
                      derived from the production experience at the Pinson mine indicates
                      an average
                      bulk density tonnage factor of 13 cubic feet per ton of material.
                      This value has
                      been retained for this resource estimation.
 
 **17.7**  **Evaluation
                      of Outlier Grades**
  The
                      presence of extreme sample grades was evaluated on the histograms
                      and
                      log-probability plots shown in Figures 17-11 through 17-21.
                      There are few
                      indications of anomalous values other than a few data points
                      in the upper grade
                      range of the Range Front LG portion of the fault zone (a domain
                      which is not
                      included in the final resource summary).
 
 A
                      decile
                      analysis of the data was also conducted in order to identify
                      the possible
                      existence of anomalous values. If the top-decile of the database
                      contains more
                      than 40% of the contained gold, or there is more than twice
                      the contained gold
                      than the previous (9th) decile, then some form of top-cutting
                      may be required
                      and the data must then be evaluated on a finer (percentile)
                      scale. At this
                      stage, if there is >10% of the contained gold in a single percentile bin, or
                      there is more than twice the contained gold than the previous
                      bin, then some
                      form of top-cutting may be required. The proportion of gold
                      in the HG and LG
                      domains of the CX and Range Front zones is summarized in table
                      17-4.
 
 Table
                      17-4: Proportion of Contained Gold in Decile/Percentile of
                      Samples
 *Percent
                                of contained gold (%)****Decile/Percentile***
                            ***CX
                                HG zone***
                            ***CX
                                LG Zone***
                            ***RF
                                HG Zone***
                            ***RF
                                LG Zone***80
                            15.2
                            18.8
                            15.1
                            16.090
                            31.4
                            **68.3**
                            32.0
                            **73.1**98
                            4.4
                            9.1
                            4.7
                            10.299
                            5.3
                            **21.3**
                            5.3
                            **23.0**
 
 The
                      results in the table above show that there are no anomalous
                      values in the two HG
                      domains. There are 7 samples in the CX HG zone which are greater
                      than 1 opt Au,
                      5 of which are less than 1.1 opt Au. The other two samples
                      (at 1.82 and 1.84 opt
                      Au) are from drill hole RHA-1567 and are in a thick area of
                      mineralization with
                      lots of proximal samples. As a result, the overall effect of
                      these two
                      high-grade samples on the resource is minimal.
 
 The
                      Range
                      Front HG zone has 5 samples which exceed 1 opt Au. These samples
                      were found to
                      be supported by adequate additional proximal samples and it
                      is felt that no
                      action with respect to top-cutting is required.
 
 Both
                      LG
                      domains contain several high-grade samples which are considered
                      anomalous. As
                      stated previously, these are relatively high-grade samples
                      which do not conform
                      to the interpretation of the HG domain. Based on the current
                      understanding of
                      the nature of the HG zone, these intervals are probably interconnected
                      with the
                      main HG portion of the deposit but this interpretation cannot
                      be supported by
                      the current density of drilling. Therefore, these few intervals
                      are essentially
                      excluded from the resource estimate and are assigned to the
                      LG zone. The LG
                      composite samples have been top-cut to a value of 0.25 opt
                      Au. This involves a
                      total of 9 samples in the CX LG zone and 5 samples in the Range
                      Front LG
                      zone.
 
 **17.8**  **Variography**
  The
                      degree of spatial variability in a mineral deposit depends
                      on both the distance
                      and direction between points of comparison. Typically, the
                      variability between
                      samples increases as the distance between samples also increases.
                      If the degree
                      of variability is related to the direction of comparison, then
                      the deposit is
                      said to exhibit anisotropic tendencies which can be summarized
                      with the search
                      ellipse. The semi-variogram is a common function used to measure
                      the spatial
                      variability within a deposit.
 
 The
                      components of the variogram include the nugget, sill and range.
                      Often, samples
                      compared over very short distances (even samples compared from
                      the same
                      location) show some degree of variability. As a result, the
                      curve of the
                      variogram often begins at some point on the y-axis above the
                      origin - this point
                      is called the “nugget”. The nugget is a measure of not only the natural
                      variability of the data over very short distances but also
                      a measure of the
                      variability that can be introduced due to errors during sample
                      collection,
                      preparation and assaying.
 
 The
                      degree of variability between samples typically increases as
                      the distance
                      between the samples becomes greater. Eventually, the degree
                      of variability
                      between samples reaches a maximum value. This is called the
“sill” and the
                      distance between samples at which this occurs is referred to
                      as the
“range”.
 
 The
                      spatial evaluation of the data in this report has been conducted
                      using a
                      correlogram rather than the traditional variogram. The correlogram
                      is normalized
                      to the variance of the data and is less sensitive to outlier
                      values, generally
                      giving better results.
 
 Correlograms
                      have been produced from the 5-foot composite drill-hole sample
                      data for the CX
                      HG and Range Front HG domains using the commercial software
                      program Sage 2001
                      (Isaacs and Co). Multidirectional correlograms were generated
                      at 30o intervals
                      both horizontally and vertically resulting in a total of 37
                      sample correlograms
                      in which an algorithm determines the best-fit model. The sample
                      correlograms are
                      included as Appendix
                      17-1 (CX Correlogram) and Appendix 17-2 (Range Front Correlogram) **,** and are
                      summarized in Table 17-5.
 
 **17.9**  **Model
                      Setup and Limits**
  Although
                      the CX and Range Front zones are only separated by about 600
                      feet, two separate
                      block models were initialized in order to minimize their size
                      and thus, reduce
                      calculation and manipulation times. Both models utilize the
                      same block size
                      (10x10x10 ft) and both models have been rotated by 30 degrees
                      which
                      approximately aligns it with the general trend of the zones
                      and reduces the
                      total number of blocks in the model.
 
 The
                      limits and orientation of the CX block model are shown in Figure
                      17-23.
 
 Table
                      17-5: Variogram Parameters
 **Domain**
                            **Nugget**
                            **S1**
                            **S2**
                            **1****st****Structure**
                            **2****nd****Structure****Range
                                (ft)**
                            **AZ**
                            **Dip**
                            **Range
                                (ft)**
                            **AZ**
                            **Dip****CX
                                HG**
                            0.550
                            0.181
                            0.269
                            461
                            4
                            -3
                            837
                            180
                            22157
                            96
                            -32
                            571
                            73
                            379
                            89
                            58
                            40
                            113
                            -45**RF
                                HG**
                            0.500
                            0.483
                            0.015
                            195
                            94
                            22
                            688
                            8
                            23146
                            203
                            38
                            626
                            227
                            618
                            341
                            44
                            305
                            106
                            16
  
 
 Figure
                      17-25: CX Zone Block Model Limits
 
 The
                      CX
                      zone model limits are summarized in Table 17-6.
  Table
                      17-6: CX Zone Block Model Limits
 ***Direction***
                            ***Min***
                            ***Max***
                            ***Size
                                (ft)***
                            ***#Blocks***X
                            0
                            1800
                            10
                            180Y
                            0
                            2600
                            10
                            260Z
                            3400
                            5200
                            10
                            180
 (Origin
                      8500E, 9500N rotated 30 degrees from north)
 
 The
                      limits and orientation of the Range Front block model are shown
                      in Figure 17-24
                      and are summarized in Table 17-7
 
 Figure
                      17-26: Range Front Zone Block Model Limits
 
 Table
                      17-7: Range Front Zone Block Model Limits
 ***Direction***
                            ***Min***
                            ***Max***
                            ***Size
                                (ft)***
                            ***#Blocks***X
                            0
                            2200
                            10
                            220Y
                            0
                            2700
                            10
                            270Z
                            2600
                            5600
                            10
                            300
 (Origin
                      8100E, 11200N rotated 30 degrees from north)
 
 **17.10**  **Interpolation
                      Parameters**
  The
                      block
                      model grade interpolation, by ordinary kriging (OK), was conducted
                      using
                      hard-boundary code matching within the Zone domains. This means
                      that the block
                      grade estimations within each domain were restricted to drill-hole
                      samples
                      located within that domain.
 
 The
                      results of the OK estimation were compared with the Hermitian
                      (Herco) polynomial
                      change of support model (also referred to as the Discrete Gaussian
                      correction,
                      this method is described in detail in section 17.11.2) utilizing
                      a series of
                      pseudo grade/tonnage distribution curves. Modifications were
                      made to the krige
                      interpolation parameters until the desired results were obtained.
 
 The
                      CX
                      and Range Front OK models have been generated with a relatively
                      limited number
                      samples in order to match the Herco distribution. This approach
                      reduces the
                      amount of smoothing (averaging) in the model and, while there
                      may be some
                      uncertainty on a localized scale, this approach produces reliable
                      estimations of
                      the recoverable grade and tonnage for the overall deposit.
 
 The
                      interpolation in each zone was conducted using a search ellipse
                      oriented
                      sub-parallel to the general trend of the mineralization. The
                      CX zone uses a
                      search ellipse measuring 700x700x100 feet oriented at an azimuth
                      of 40 degrees
                      and dips -60 degrees SE. The Range Front zone uses an ellipse
                      measuring
                      900x900x100 feet at an azimuth of 15 degrees and -65 SE dip.
 
 The
                      interpolation parameters used for the OK estimate are summarized
                      in Table
                      17-8.
 
 Table
                      17-8: Interpolation Parameters for Ordinary Krige Estimates
 **Domain**
                            **Search**
                            **#
                                Comps**Range
                                (ft)
                            Orientation
                                (AZ,Dip)
                            Max/Min
                                per Blk/X
                            Y
                            Z
                            X
                            Y
                            Z
                            Max
                                per hole**CX
                                HG**
                            700
                            700
                            100
                            130,-60
                            40,0
                            310,-30
                            6/3/2**RF
                                HG**
                            900
                            900
                            100
                            105,-65
                            15,0
                            285,-25
                            12/4/3
 
 For
                      comparison purposes, grade estimates were also conducted using
                      both the inverse
                      distance (IDW) interpolation method and a nearest neighbor
                      (NN) distribution.
                      Note that the IDW estimates were also “tuned” in comparison with the Herco
                      grade/tonnage distribution.
 
 As
                      stated
                      previously, the resource estimation is summarized within the
                      HG zone domains.
                      However, the gold content in the low-grade portion of the fault
                      zones has also
                      been estimated for the purposes of dilution studies in future
                      mine design
                      evaluations. The LG zone estimations were made using the relative
                      elevation IDW
                      method used in the indicator probability estimates described
                      in section 17.2.2
                      of this report.
 
 The
                      IDW
                      interpolation parameters are summarized in the table below.
 
 Table
                      17-9: Interpolation Parameters for IDW Estimates
 **Domain**
                            **Search**
                            **#
                                Comps**Range
                                (ft)
                            Orientation
                                (AZ,Dip)
                            Max/Min
                                per Blk/X
                            Y
                            Z
                            X
                            Y
                            Z
                            Max
                                per hole**CX
                                HG**
                            700
                            700
                            100
                            130,-60
                            40,0
                            310,-30
                            16/5/4**RF
                                HG**
                            900
                            900
                            100
                            105,-65
                            15,0
                            285,-25
                            30/6/5**CX
                                LG**
                            700
                            700
                            700
                            Relative
                                to gold zone trend
                            20/1/4**RF
                                LG**
                            900
                            900
                            900
                            Relative
                                to gold zone trend
                            20/1/4
 
 **17.11**  **Validation**
  The
                      resource model results were validated in several ways including
                      a thorough
                      visual review of the results, comparisons with the change of
                      support model,
                      comparisons with other methods and grade distribution comparisons
                      using swath
                      plots.
 
 **17.11.1**  **Visual
                      Inspection**
  Detailed
                      visual inspection of the block models has been conducted in
                      both cross section
                      and plan. This includes the proper coding and percentage of
                      blocks with respect
                      to the respective domains. The distribution of block grades
                      were also compared
                      relative to the drill-hole samples in order to ensure proper
                      representation in
                      the model. Examples of cross sections showing the drill-hole
                      and block model
                      grade distributions are shown in Figure 17-25 for the CX zone
                      and Figure 17-26
                      for the Range Front zone. Complete sets of cross sections through
                      the models are
                      included in Appendix
                      17-3.
 
 **17.11.2**  **Model
                      Checks for Change of Support**
  The
                      relative degree of smoothing in the block model estimates were
                      evaluated using
                      the Discrete Gaussian of Hermitian Polynomial Change of Support
                      method
                      (described by Journel and Huijbregts, Mining Geostatistics,
                      1978). With this
                      method, the distribution of the hypothetical block grades can
                      be directly
                      compared to the estimated (OK and IDW) model through the use
                      of
                      pseudo-grade/tonnage curves. Adjustments are made to the block
                      model
                      interpolation parameters until an acceptable match is made
                      with the Herco
                      distribution. In general, the estimated model should be between
                      5-10% higher in
                      tonnage and 5-10% lower in grade when compared to the Herco
                      distribution at the
                      projected cut-off grade. These differences account for selectivity
                      and other
                      potential ore-handling issues which commonly occur during mining.
 
 The
                      Herco
                      distribution is derived from the declustered composite grades
                      that have been
                      adjusted to account for the change in support as one goes from
                      smaller
                      drill-hole composite samples to the large blocks in the model.
                      The
                      transformation results in a less skewed distribution but with
                      the same mean as
                      the original declustered samples. Note that the standardized
                      block variance
                      values resulting from the correlogram-based OK estimate are
                      multiplied by the
                      variance of the declustered composite data to obtain relative
                      block variances
                      used in the Herco analysis.
 
 Comparisons
                      between the krige/IDW and Herco models are shown foe the CX
                      and Range Front HG
                      zones in Figures 17-27 and 17-28.
 
 
 Figure
                      17-27: CX HG Zone Drill Hole and Block Grade Distribution
 
 Figure
                      17-28: Range Front HG Zone Drill Hole and Block Grade Distribution
 
 Figure
                      17-29: CX HG Zone Krige/IDW/Herco Plots
  
 Figure
                      17-30: Range Front HG Zone Krige/IDW/Herco Plots
 
 The
                      results show good correlation at a typical cut-off limit for
                      an underground
                      operation of between 0.2 and 0.3 opt Au. The separation of
                      the lines at higher
                      cut-offs are an indication that the OK model may underestimate
                      the higher-grade
                      portions of the deposit and, conversely, the IDW model may
                      slightly overestimate
                      the higher grades.
 
 **17.11.3**  **Comparison
                      of Interpolation Methods**
  The
                      OK,
                      IDW and NN models are tabulated for comparison purposes in
                      Table
                      17-10.
 
 Table
                      17-10: Comparison of Interpolation Methods
 ***Cut-off***
                            ***OK
                                Model***
                            ***IDW
                                Model***
                            ***NN
                                Model****(Auopt)*
                            *kTons*
                            *Auopt*
                            *kTons*
                            *Auopt*
                            *kTons*
                            *Auopt***CX
                                Zone**:0
                            2,052
                            0.25
                            2,052
                            0.24
                            2,052
                            0.240.15
                            1,718
                            0.27
                            1,744
                            0.26
                            1,149
                            0.360.2
                            1,404
                            0.29
                            1,242
                            0.29
                            880
                            0.410.25
                            982
                            0.32
                            658
                            0.35
                            687
                            0.460.3
                            419
                            0.39
                            397
                            0.40
                            514
                            0.53**RF
                                Zone**:0
                            4,298
                            0.32
                            4,298
                            0.33
                            4,298
                            0.310.15
                            4,251
                            0.33
                            4,215
                            0.34
                            3,167
                            0.380.2
                            3,952
                            0.34
                            3,903
                            0.35
                            2,499
                            0.440.25
                            3,145
                            0.36
                            3,157
                            0.38
                            2,099
                            0.480.3
                            1,908
                            0.42
                            2,131
                            0.43
                            1,539
                            0.55
 
 The
                      variance on gold grades in the OK and IDW models is less generally
                      than 5% at
                      all cut-off limits. Local variances in tonnage and grade occur
                      primarily at
                      depth, where the drill-hole spacing increases.
 
 **17.11.4**  **Swath
                      Plots**
  A
                      swath
                      plot is a graphical display of the grade distribution derived
                      from a series of
                      bands, or swaths, generated in several directions through the
                      deposit. The grade
                      variations from the OK and IDW models are compared using the
                      swath plot to the
                      distribution derived from the declustered (NN) grade model.
 
 On
                      a
                      local scale, the NN model does not provide reliable estimations
                      of grade but, on
                      a much larger scale, it represents an unbiased estimation of
                      the grade
                      distribution based on the underlying data. Therefore, if the
                      OK and IDW models
                      are considered unbiased, their grade trends may show local
                      fluctuations on a
                      swath plot but, the overall trend should be similar to the
                      NN distribution of
                      grade.
 
 Swath
                      plots have been generated for the gold grade distribution in
                      both the CX HG
                      zone, shown in Figures 17-29, 17-30 and 17-31 and the Range
                      Front HG zone shown
                      in Figures 17-32, 17-33 and 17-35. It should be noted that
                      the 50-foot wide
                      swaths have been applied to the rotated block model. Therefore,
                      the X-axis
                      increments in the plots are listed by swath number, rather
                      than actual mine grid
                      coordinate values.
 
 
 Figure
                      17-31: Swath Plot CX HG Zone, East-West
 
 Figure
                      17-32: Swath Plots CX HG Zone, North-South
 
 Figure
                      17-33: Swath Plot CX HG Zone, Vertical
 
 
 Figure
                      17-34: Swath Plot Range Front HG Zone, East-West
 
 Figure
                      17-35: Swath Plot Range Front HG Zone, North-South
 
 Figure
                      17-36: Swath Plot Range Front HG Zone, Vertical
 
 There
                      are
                      local fluctuations which tend to increase in intensity at depth
                      or along the
                      fringes of the deposits where the drilling spacing tends to
                      increase. In
                      general, the results are similar between the models with no
                      indications of
                      significant grade bias.
 
 **17.12**  **Resource
                      Classification**
  A
                      common
                      method used in the classification of mineral resources involves
                      geostatistical
                      methods that define categories based on the confidence limits
                      of the estimation.
                      Measured resources are defined as material in which the predicted
                      grades are
                      within ±15% accuracy on a quarterly basis, at a 90% confidence limit.
                      In other
                      words, there is a 90% chance that the predicted grades for
                      a quarter-year of
                      production will be within ±15% of the actually achieved production grades.
                      Similarly, Indicated resources include material in which the
                      yearly production
                      grades are estimated with ±15% accuracy at the 90% confidence
                      limit.
 
 The
                      method is based on the large sample normal theory that assumes
                      that as the grade
                      estimations from smaller blocks are combined into larger ones,
                      the errors of the
                      estimation become normally distributed (as described by B.
                      Davis, 1997). The
                      steps in generating the classification parameters for the CX
                      and Range Front
                      zones are described as follows.
 
 This
                      exercise assumes a nominal daily production rate from either
                      of the zones of 500
                      tons per day which equates to a monthly production rate of
                      approximately 15,000
                      tons per month. At an average tonnage factor of 13 cubic feet
                      per ton, a block
                      measuring 60x60x60 feet represents approximately one month
                      of production (16,600
                      tons).
 
 A
                      block
                      equal in size to the volume of one month’s production is created and the kriging
                      variance is determined using a series of theoretical drill
                      holes at intervals
                      averaging 50, 100 and 200 foot spacing. The calculations are
                      done over a series
                      of drill-hole grids in order to evaluate the variation in the
                      results with
                      respect to the spacing of the drill data.
 
 The
                      correlogram used to determine the kriging variance in the large
                      block is derived
                      from the actual gold sample data which has been composited
                      to 5-foot intervals
                      (Table 17-5). Because the correlogram was used, the normalized
                      block kriging
                      variance (a variable which is output from the OK run) was standardized
                      to the
                      underlying data by multiplying by the square of the coefficient
                      of variation
                      (CV=std dev/mean from the original 5 ft composite data).
 
 The
                      relative standard error for a quarter year of production is
                      determined by taking
                      the square root of the standard block variance divided by three
                      (i.e. divide by
                      3 for a quarter-yr of production or divide by 12 in order to
                      determine the error
                      for a full year of production). Finally, the 90% confidence
                      limit is determined
                      by multiplying the relative standard error by 1.645. The results
                      of the exercise
                      are listed in Table 17-11 and shown in graphical form in Figure
                      17-37.
 
 Table
                      17-11: Quarterly and Yearly Confidence Limits Determination
 **DH**
                            **Norm
                                OK**
                            **Std.**
                            **Relative
                                Std. Error**
                            **Conf.
                                @ 90% Limit****Spacing
                                (ft)**
                            **Blk.Var.**
                            **(CV)sqd**
                            **Blk.Var.**
                            **Qtr**
                            **Year**
                            **Qtr**
                            **Year****CX
                                Zone:**200
                            0.1569
                            0.833
                            0.1307
                            0.2088
                            0.1044
                            34.3%
                            15.2%100
                            0.0546
                            0.833
                            0.0455
                            0.1233
                            0.0616
                            20.3%
                            10.1%50
                            0.0409
                            0.833
                            0.0341
                            0.1068
                            0.0533
                            15.6%
                            8.8%**Range
                                Front Zone:**200
                            0.1035
                            0.886
                            0.0915
                            0.1549
                            0.0874
                            28.8%
                            14.4%100
                            0.0761
                            0.886
                            0.0674
                            0.1499
                            0.0750
                            24.7%
                            12.3%50
                            0.0371
                            0.886
                            0.0329
                            0.1047
                            0.0523
                            15.2%
                            8.6%
 
 
 Figure
                      17-37: Confidence Limits Distribution by Drill-hole Spacing
 
 The
                      results of the exercise are very similar for both the CX and
                      Range Front zones.
                      A quarter of a year of production can be estimated at +/-15%
                      accuracy at the 90%
                      confidence limit with drill holes spaced at approximately 35-foot
                      intervals
                      (projected from the trends exhibited in Figure 17-35). Similarly,
                      one year of
                      production can be estimated at the same confidence levels with
                      drill holes
                      spaced at 175-200 foot intervals. (Note that an even grid of
                      drill holes spaced
                      at 200- foot intervals would result in the maximum distance
                      from a block in the
                      model to a drill-hole sample location of 125 feet).
 
 Some
                      additional factors that were considered in the designation
                      of classification
                      parameters are summarized as follows:
 
 ·
                            The
                                Pinson deposits are geologically similar to others
                                in the area and the
                                mode of formation is well understood. The nearby
                                Getchell deposit base its
                                classification on the spacing of drill holes. Measured
                                resources vary (by
                                zone) from between 50-100 feet. Indicated resources
                                are defined by drill
                                holes spaced at 150-foot intervals.
 ·
                            The
                                CX Zone was in operation and is currently exposed
                                on surface in the walls
                                and floor of the CX pit. This exposure provides information
                                regarding the
                                nature and continuity of the zone and greatly increases
                                the degree of
                                confidence in this portion of the
                                deposit.
 
 Ultimately,
                      the classification definitions are based on the confidence
                      in the continuity of
                      the mineralization and are expressed based on the distance
                      and proximity to the
                      drill-hole sample locations. The upper portion of the CX zone
                      has been upgraded
                      to a higher classification due to its exposure on surface.
 
 Typically,
                      a strict numerical classification based on “distance to” protocols can produce
                      minor patches or islands of blocks within large continuous
                      zones of a different
                      class. Retaining these “artifacts” inflicts a certain degree of clutter and
                      confusion when visually reviewing the distribution of resource
                      classes in the
                      model. Secondly, the locally complex class designation gives
                      an impression of
                      detail or complexity in the designation which is often not
                      supported by the
                      current density of drilling. Therefore, some local generalizations
                      were made -
                      manually re-classified in order to produce a cleaner and more
                      consistent class
                      distribution. These manual changes are described as follows.
                      The CX zone
“measured” criteria (3 holes within an average distance of 75 feet) included
                      zones which extended below 300 feet below surface - these areas
                      were
                      reclassified (downgraded) as indicated material. The original
                      contact between
                      indicated and inferred material in the Range Front zone was
                      somewhat ragged in
                      places and was more clearly defined through some minor manual
                      reclassification.
                      Ultimately, these changes are considered relatively minor and
                      are implemented to
                      make the various class designations more clearly defined and
                      more visually
                      apparent.
 
 The
                      resource classification parameters are defined as follows.
 
 **Measured
                      Resources** :
                      Material located within the high-grade domain which meets the
                      two criteria as
                      follows: Blocks which have been estimated by a minimum of three
                      drill holes
                      within an average distance of 75 feet and, second, which are
                      within a maximum
                      distance of 300 feet from surface exposures created during
                      previous production
                      activities. This includes only material in the vicinity of
                      the CX
                      pit.
 **Indicated
                      Resources** :
                      Blocks
                      which do not meet the criteria for measured resources but include
                      material
                      located within the high-grade zone in which grades have been
                      estimated by a
                      minimum of three drill holes within a maximum average distance
                      of 125
                      feet.
 **Inferred
                      Resources** :
                      The
                      remaining blocks in the high-grade zone which do not meet the
                      criteria for
                      measured or indicated resources. Internally, this is based
                      on drill holes with a
                      maximum spacing of 400 feet in the CX zone and up to 600 feet
                      in the Range Front
                      zone. On the peripheries of the deposit, which is not “closed” by drilling, the
                      resource extends a maximum distance of 150 feet from a drill
                      hole.
 
 The
                      distribution of resources by class in the CX and Range Front
                      zones is shown in
                      Figures 17-38 and 17-39.
 
 
 Figure
                      17-38: CX Zone Resource Classification
 
 Figure
                      17-39: Range Front Zone Resource Classification
 
 **17.13**  **Key
                      Assumptions of Economic and Technical Parameters**
  Generalized
                      economic and technical parameters have been estimated for the
                      Pinson project in
                      order to project the relative scale of the potential economic
                      viability of the
                      operation and it’s contained mineral resources. It is important to recognize
                      that this is a series of initial assumptions and does not represent
                      an economic
                      analysis for this project. As a result, this report contains
                      only mineral
                      resources and does *not* include
                      mineral reserves for the Pinson deposits.
 
 The
                      key
                      economic and technical assumptions, parameters and methods
                      used in this report
                      are primarily derived from proximal existing operations in
                      the Pinson area. Many
                      of the mines in Northern Nevada exhibit similar ore type, exploitation
                      methods
                      and metallurgical characteristics. The key assumptions are
                      listed as
                      follows:
 1)
                                Underground
                                    mining utilizing underhand, drift-and-fill exploitation
                                    methods. Cost
                                    estimated at US$50/ton of ore mined (inclusive
                                    of backfill costs). These
                                    costs are based upon the Company’s initial negotiations of contract rates
                                    for mining and development work with Small Mine
                                    Development
                                    (“SMD”).
 2)
                                Access
                                    to the mineralized zones will be via ramp/decline
                                    beginning from the
                                    bottom of the existing CX-pit
                                    floor.
 3)
                                The
                                    daily production rate from the combined Range
                                    Front and CX zones is
                                    estimated to be 700 tons per day.
 4)
                                Carlin-type,
                                    refractory gold ore (similar to Getchell, Meikle,
                                    Jerritt Canyon, Deep
                                    Star mines), with recoveries estimated to be
                                    93%.
 5)
                                Processed
                                    by toll milling at third-party mill (Newmont’s Twin Creeks, Gold Quarry,
                                    or Lone Tree mills; Barrick’s Goldstrike complex; and/or Queenstake’s
                                    Jerritt Canyon mill). Toll milling costs are
                                    estimated to be $25/ton
                                    milled, including transportation. This is based
                                    on initial discussions
                                    between Atna and the third-party operators and
                                    assumes that 100% of Pinson
                                    ore will require either autoclave or roaster
                                    processing.
 6)
                                Site
                                    indirect and administrative costs (General and
                                    Administrative costs) are
                                    estimated to be approximately
                                    $7/ton.
 7)
                                Projected
                                    gold price of $400/oz.
 The
“base
                      case” cut-off grade is calculated as follows:
  Mining
                      ($50/t) + Milling ($25/t) + G&A ($7/t) = total operating cost of
                      $82/ton
  Gold
                      price of $400/oz / 34.286 = $11.67/gram
 Total
                                Cost / gold price:
                            $82/t
                                / ($400/34.286)Recovery:
                            (93/100)=7.56g,
                                or 0.22optAu
 (Base
                      case cut-off rounded to 0.20optAu in tables)
 
 **17.14**  **Mineral
                      Resources**
  The
                      mineral resources are summarized for the CX zone in Table 17-12,
                      the Range Front
                      zone in Table 17-13 and for both zone combined in Table 17-14.
 
 Table
                      17-12: Mineral Resource, CX Zone
 ***Category***
                            ***Cut-off
                                (Au opt)***
                            ***Tons
                                (000)***
                            ***Grade
                                (Auopt)***
                            ***Contain
                                Au (koz)***Measured
                            0.15
                            445
                            0.27
                            119**0.20**
                            **319**
                            **0.30**
                            **97**0.25
                            213
                            0.34
                            730.30
                            130
                            0.39
                            50Indicated
                            0.15
                            502
                            0.28
                            143**0.20**
                            **427**
                            **0.30**
                            **130**0.25
                            278
                            0.34
                            960.30
                            156
                            0.40
                            63Measured
                                +
                            0.15
                            947
                            0.28
                            262Indicated
                            **0.20**
                            **746**
                            **0.30**
                            **226**0.25
                            490
                            0.34
                            1690.30
                            286
                            0.40
                            113Inferred
                            0.15
                            770
                            0.27
                            205**0.20**
                            **658**
                            **0.28**
                            **185**0.25
                            491
                            0.30
                            1480.30
                            134
                            0.36
                            48
 (Base
                      case cut-off grade = 0.20optAu)
 
 Table
                      17-13: Mineral Resource, Range Front Zone
 ***Category***
                            ***Cut-off
                                (Au opt)***
                            ***Tons
                                (000)***
                            ***Grade
                                (Auopt)***
                            ***Contain
                                Au (koz)***Measured
                            0.15
                            0
                            0
                            0**0.20**
                            **0**
                            **0**
                            **0**0.25
                            0
                            0
                            00.30
                            0
                            0
                            0Indicated
                            0.15
                            811
                            0.32
                            257**0.20**
                            **721**
                            **0.33**
                            **241**0.25
                            582
                            0.36
                            2100.30
                            429
                            0.39
                            167Measured
                                +
                            0.15
                            811
                            0.32
                            257Indicated
                            **0.20**
                            **721**
                            **0.33**
                            **241**0.25
                            582
                            0.36
                            2100.30
                            429
                            0.39
                            167Inferred
                            0.15
                            3,440
                            0.33
                            1,127**0.20**
                            **3,231**
                            **0.34**
                            **1,088**0.25
                            2,562
                            0.37
                            9360.30
                            1,479
                            0.43
                            642
 (Base
                      case cut-off grade = 0.20optAu)
 
 Table
                      17-14: Mineral Resource, Combined CX and Range Front Zones
 ***Category***
                            ***Cut-off
                                (Au opt)***
                            ***Tons
                                (000)***
                            ***Grade
                                (Auopt)***
                            ***Contain
                                Au (koz)***Measured
                            0.15
                            445
                            0.27
                            119**0.20**
                            **319**
                            **0.30**
                            **97**0.25
                            213
                            0.34
                            730.30
                            130
                            0.39
                            50Indicated
                            0.15
                            1,313
                            0.30
                            400**0.20**
                            **1,148**
                            **0.32**
                            **371**0.25
                            860
                            0.36
                            3050.30
                            585
                            0.39
                            230Measured
                                +
                            0.15
                            1,758
                            0.30
                            519Indicated
                            **0.20**
                            **1,467**
                            **0.32**
                            **467**0.25
                            1,073
                            0.35
                            3790.30
                            715
                            0.39
                            281Inferred
                            0.15
                            4,211
                            0.32
                            1,332**0.20**
                            **3,889**
                            **0.33**
                            **1,273**0.25
                            3,054
                            0.36
                            1,0840.30
                            1,612
                            0.43
                            690
 (Base
                      case cut-off grade = 0.20optAu)
  
 **18.0**  **Other
                      Relevant Data and Information**
  Two
                      drill
                      holes were completed after the cut-off date for data included
                      within this
                      Technical report. APRF-229A and APRF-230, illustrated in Figure
                      18-1, were both
                      finalized after February 15 th ,
                      2005,
                      the effective date of this report.
 
 
 Figure
                      18-1. Location of Final Phase I Range Front Holes (APRF-229A
                      and
                      APRF-230)
 
 The
                      assay
                      results from these two holes, shown below in Table 18-1, are
                      as
                      follows:
 
 Table
                      18-1: Significant Drill Results From Holes APRF-229A and APRF-230
 **Drill-hole
                                ID**
                            **Total
                                Depth**
                            **From**
                              
                              **(ft.)**
                            **To**
                              
                              **(ft.)**
                            **Intercept
                                Length (ft.)**
                            **Intercept
                                Length (meters)**
                            **Grade
                                (ounce/ton) Gold**
                            **Grade
                                (gram/tonne) Gold****APRF-229A**
                            1,515.0
                            1,466.0
                            1,474.5
                            8.5
                            2.59
                            0.458
                            15.70**APRF-230**
                            924.5
                            730.0
                            736.0
                            6.0
                            1.83
                            0.635
                            21.78including
                            734.0
                            736.0
                            2.0
                            0.61
                            1.108
                            37.97
 
 Drill
                      hole APRF-229A cut mineralization consistent with mineralization
                      extrapolated
                      from drill holes completed prior to the data cut-off date for
                      this report and
                      these results will not materially effect the results reported
                      within this
                      Technical Report. Drill hole APRF-230 was lost due to poor
                      drilling conditions
                      prior to fully penetrating the targeted Range Front zone. APRF-230
                      did cut
                      significant mineralization well above the zone, as displayed
                      above in Table
                      18-1. However, because this mineralized intercept is outside
                      the resource
                      evaluation envelopes, this data will have no effect on the
                      resource calculation
                      completed within this Technical Report.
  
 **19.0**  **Interpretation
                      and Conclusions**
  Current
                      data indicates the Pinson property contains two major zones
                      of gold
                      mineralization typical of other gold deposits in the district
                      and region. The CX
                      and Range Front zones are major brittle structural features
                      that focused
                      hydrothermal fluid flow and gold mineralization. Analytical
                      results from
                      drilling completed through February 15, 2005 by Atna and previous
                      operators has
                      outlined two gold-bearing mineral zones which remain open in
                      several areas along
                      strike and dip. These two zones display numerous physical and
                      geochemical
                      similarities to the neighboring Getchell, Turquoise Ridge,
                      and Twin Creeks
                      Mines, all of which are considered Carlin-type, sediment-hosted
                      gold deposits
                      and are currently being commercially exploited. Drill-hole
                      intercept data is
                      sufficiently dense within the CX and Range Front zones to provide
                      an adequate
                      level of confidence for the resource estimates established
                      in Section 17 of this
                      report.
 
 The
                      resource modeling techniques utilized in this Technical Report
                      are considered
                      consistent with practices currently in use in the mining industry.
                      The density
                      of the current drill coverage, primarily at depth, is relatively
                      wide-spaced
                      and, as a result, a high proportion of the resource remains
                      in the Inferred
                      category. Additional drilling is required to raise confidence
                      levels,
                      particularly in the deeper portions of both the CX and Range
                      Front, where
                      drill-hole pierce-points are generally on greater than 200-foot
                      centers. Future
                      drilling campaigns are planned with this objective in view,
                      and should be part
                      of an overall program to complete a pre-feasibility study,
                      mine plan and
                      establish mineral reserves within the CX and Range Front zones.
  
 **20.0**  **Recommendations**
  The
                      next
                      exploration phase at the project should focus on more fully
                      defining the nature
                      and distribution of gold within the Range Front and CX resource
                      blocks. This
                      phase should focus on the continuation of shallow Range Front
                      surface drilling,
                      and on development of underground access to both the Range
                      Front and CX mineral
                      zones.
 
 Drilling
                      in the shallow Range Front environment will enhance definition
                      of newly
                      discovered gold resources lying above 4500' elevation (see
                      Figure 9-2).
                      Development of underground access will provide platforms for
                      expanded drilling
                      of the existing resource blocks in both fault zones (see Figure
                      17-2) and raise
                      the confidence level attributable to these blocks. An initial
                      drill spacing of
                      100-feet by 100-feet (both surface and underground) is recommended
                      for the
                      shallow portion of the Range Front zone to refine the understanding
                      of the
                      geology, structural controls and detailed distribution of gold
                      grades.
 
 Detailed
                      drilling will also refine the variography for future resource
                      modeling and
                      define the appropriate drill spacing for reserve development.
                      It will also
                      generate sufficient mineralized material for preliminary metallurgical
                      testing
                      and process metallurgical planning.
 
 Once
                      detailed drilling is completed (or substantially completed)
                      on the upper Range
                      Front zone, the underground workings should be extended into
                      the mineralized
                      zone and a bulk sample collected for detailed metallurgical
                      testing.
 
 Development
                      of underground access and bulk sampling of the mineralized
                      zone(s) will provide
                      necessary cost and planning data for development of an economically
                      sound mine
                      plan allowing profitable exploitation of the gold resources
                      outlined and
                      discussed in this Technical Report.
 
 After
                      establishing an initial exploration level for resource definition
                      drilling, the
                      underground workings should be extended as a decline to provide
                      access to deeper
                      levels of the mineral zones for continued up-grading of the
                      resource confidence
                      levels and conversion of the “Inferred Resource” blocks into Indicated and/or
                      Measured resource categories. A minimum drill-hole spacing
                      of 200-foot centers
                      is necessary to evaluate the deeper resource blocks, based
                      upon the current
                      data. The drilling recommended in the shallow portions of the
                      Range Front zone
                      will directly influence the appropriate drill-hole spacing
                      throughout the
                      deposit(s), and it is certain that additional work will be
                      necessary as deeper
                      underground access is achieved and reserve development drilling
                      is being
                      conducted.
 
 All
                      underground workings should be structurally and geologically
                      mapped in detail -
                      a scale of 1:240 (1 inch = 20 feet) is recommended. A face-and-rib
                      sampling
                      program should be maintained throughout the underground drifting
                      program, and
                      the collected data added to the resource modeling database.
 
 Concurrent
                      with the development of the underground access, several reverse
                      circulation
                      rotary drill holes should be “twinned” with core holes. It is recommended that
                      at least six (6) earlier reverse circulation rotary drill holes
                      be twinned with
                      core holes designed to cut the mineralized zone within ten
                      (10) feet of the
                      existing drill-hole intercepts. Several of these holes may
                      be completed as
                      underground drill holes as part of the definition drill program
                      outlined above.
                      If the core results are comparable to the original RC sample
                      results, this
                      exercise will validate RC sample integrity and bolster the
                      confidence level of
                      these intercept values within the database.
 
 Detailed
                      surface mapping and sampling of the CX mineral zone is recommended
                      within the CX
                      pit (where pit wall and bench conditions are sufficiently safe
                      to allow such
                      work). Mapping at a scale of 1:240 and detailed continuous
                      channel sampling of
                      the bench walls perpendicular to the strike of the mineralized
                      zone are
                      recommended. Results from this work will then be added to the
                      resource database
                      and models.
 
 Exploratory
                      drilling along strike and down-dip of the zones is justified,
                      as both the CX and
                      Range Front zones remain open to expansion. While not the subject
                      of this
                      Technical Report, which focuses on the CX and Range Front mineralized
                      zones,
                      additional zones of exploitable mineralization may also be
                      discovered in
                      association with the numerous drill-hole gold intercepts which
                      occur well
                      outside the mineralized envelopes used in this study. Additional
                      exploration
                      drilling is warranted and recommended as work progresses on
                      the
                      project.
 
 As
                      an
                      adjunct of the additional drilling and underground work discussed
                      above, work
                      should continue on elimination of database errors both within
                      the existing data
                      set and on all new data added to the database. Atna’s current procedures are
                      ensuring data reliability and integrity, but continued vigilance
                      is an integral
                      part of making successful economic decisions as the project
                      progresses towards
                      exploitation.
 
 **20.1**  **Recommended
                      Program and Budget**
  Based
                      upon the recommendations described above, a program has been
                      designed to focus
                      on the Range Front zone’s mineralization between the surface and the 4,400-foot
                      level where both thicknesses and grades best suited for the
                      project’s initial
                      development (if reserves are established). The following program
                      and budget has
                      been designed with the initial focus on the Range Front zone
                      mineralization
                      above the 4,400-foot level:
 **Surface
                                Drilling-Range Front Zone**
                            US$Rotary
                                pre-collar drilling20
                                holes, 7,500 feet @ US$25/foot
                            $187,500Diamond
                                core drilling (core-tails)20
                                holes, 8,500 feet @ US$50/foot
                            $425,000Surface
                                drill sample prep., assays & standards5,000
                                samples @ $20/sample
                            $100,000Surface
                                roads and drill pads (dozer work)
                            $10,000**Underground
                                Drilling-Range Front Zone**32
                                holes, 16,000 feet @ US$50/foot
                            $800,000Underground
                                drill sample prep., assays & standards5,000
                                samples @ $20/sample
                            $100,000**Drilling
                                subtotal**
                            **$1,622,500****Metallurgical
                                Testing**Sample
                                compositing, direct cyanidization, roasting, and
                                autoclave
                                testing
                            $100,000**Metallurgical
                                subtotal**
                            **$100,000****Underground
                                adit/drill crosscut development**Contractor
                                mobilization
                            $100,000Portal
                                Development
                            $75,000Ventilation
                                - gen sets
                            $125,0003,500
                                feet of drifting @ US$1,200/foot
                            $4,200,000**Mining
                                subtotal**
                            **$4,500,000****Dewatering**Dewatering
                                well development2
                                -
                                28 inch wells @ 600 feet
                            $1,500,000Pumps,
                                piping, & discharge area development
                            $1,000,000**Dewatering
                                subtotal**
                            **$2,500,000****Permitting**Consulting
                                fees, permitting, groundwater, etc
                            $150,000Reclamation
                                bonding
                            $500,000**Permitting
                                subtotal**
                            **$650,000****Project
                                Team - personnel**Project
                                manager (engineering)
                            $100,000Project
                                geologist
                            $100,0003-Support
                                geologists
                            $240,0003-geotech
                            $150,0001-administrative/accounting
                            $60,000**Personnel
                                subtotal**
                            **$650,000****Land
                                costs**Land
                                payments & claim fees and expenses
                            $250,000**Land
                                costs subtotal**
                            **$250,000****Miscellaneous
                                costs**Rentals
                                (field vehicles)
                            $50,000Field
                                materials and supplies
                            $100,000Office
                                materials, office utilities
                            $50,000Project
                                insurance
                            $100,000Computers,
                                software, & all other
                            $100,000**Miscellaneous
                                costs subtotal**
                            **$400,000****Project
                                total**
                            **$10,672,500**Contingency
                                @ ~12%
                            $1,324,500**Proposed
                                Project Budget**
                            **$12,000,000**
  
 **References**
  
 Arehart,
                      G.B., Chakurian, A.M., Tretbar, D.R., Christensen, J.N., McInnes,
                      B.A. and
                      Donelick, R.A., 2003, Evaluation of radioisotope dating of
                      Carlin-type deposits
                      in the Great Basin, western North America, and implications
                      for deposit genesis:
                      Economic Geology, v. 98, p. 235-248.
 
 Benchmark
                      Maps, 2003, Nevada road and recreation atlas: Medford, OR;
                      95 p.
 
 Bureau
                      of
                      Land Management (BLM, Winnemucca Field Office), 2001, Granite
                      creek
                      administrative draft environmental assessment N63-EA01-xx,
                      prepared for Pinson
                      Mining Company, 47 p.
 
 Chevillon,
                      V., Berentsen, E., Gingrich, M., Howald, B. and Zbinden, E.,
                      2000, Geologic
                      overview of the Getchell Gold Mine geology, exploration and
                      ore deposits,
                      Humboldt County, Nevada, *in* Crafford, A.E.J. (ed.). Geology and ore deposits 2000: the
                      Great Basin and
                      beyond: Geological Society of Nevada Symposium Proceedings,
                      Field Trip # 9,
                      Geology and ore deposits of the Getchell region, Humboldt County,
                      Nevada, p.
                      113-121.
 
 Cline,
                      J.S., 2004, Introduction to Carlin-type deposits: Soc. Econ.
                      Geologists
                      Newsletter, No. 59 (Oct. 2004), p. 1.
 
 Crafford,
                      E.J., 2000, Overview of regional geology and tectonic setting
                      of the Osgood
                      Mountains region, Humboldt County, Nevada, *in* Crafford, A.E.J. (ed.). Geology and ore deposits 2000: the
                      Great Basin and
                      beyond: Geological Society of Nevada Symposium Proceedings,
                      Field Trip # 9,
                      Geology and ore deposits of the Getchell region, Humboldt County,
                      Nevada, p.
                      69-83.
 
 Davis,
                      B.M., 1997, Some Methods of Producing Interval Estimates for
                      Global and Local
                      Resources: SME Preprint 97-5,4p.
 
 Davis,
                      D.A. and Tingley, J.V., 1999, Gold and silver resources in
                      Nevada: Nev. Bureau
                      of Mines & Geology Map 120.
 
 Edmondo,
                      G., 2004, Internal company memoranda.
 
 Erickson,
                      R.L. and Marsh, S.P., 1974, Geologic Map of the Iron Point
                      Quadrangle, Humboldt
                      County, NV: U.S. Geological Survey Geologic Quadrangle Map
                      GQ-1175, scale
                      1:24,000.
 
 Foster,
                      J.M. and Kretschmer, E.L., 1991, Geology of the MAG deposit,
                      Pinson Mine,
                      Humboldt County, Nevada, *in* Raines,
                      G.L., Lisle, R.E., Schafer, R.W., and Wilkinson, W.H. (eds.),
                      Geology and ore
                      deposits of the Great Basin: Geological Society of Nevada,
                      1990 Symposium
                      Proceedings, p. 845-856.
 
 Foster,
                      J.M., 1994, Gold in arsenian framboidal pyrite in deep CX core
                      hole DDH-1541:
                      Unpublished Pinson Mining Company Report, June 21, 1994.
 
 Hays,
                      B.,
                      Koehler, S., Hart, K. and Whittle, T., 2004, Cortez Joint Venture
                      Field Trip, *in* Carraher, R., Zbinden, E. and O'Malley, P. (eds.), Geological
                      Society of Nevada
                      Special Publication No. 40: New discoveries, exploration and
                      mining activities
                      along the central and southern Battle Mountain-Eureka trend,
                      Lander and Eureka
                      Counties, Nevada, p. 91-115.
 
 Hofstra,
                      A.H. and Cline, J.S., 2000, Characteristics and models for
                      Carlin-type gold
                      deposits: Reviews in Economic Geology, v. 13, p. 163-220.
 
 Ilchik,
                      R.P. and Barton, M.D., 1997, An amagmatic origin of Carlin-type
                      gold deposits:
                      Economic Geology, v. 92, p. 269-288.
 
 Johnston,
                      M.K. and Bessel, M.W., 2004, Carlin-type and distal-disseminated
                      Au-Ag deposits:
                      Related distal expressions of Eocene intrusive centers in north-central
                      Nevada:
                      Soc. Econ. Geologists Newsletter, No. 59 (Oct. 2004), p. 12-14.
 
 Jones,
                      A.E., 1991, Tectonic significance of Paleozoic and early Mesozoic
                      terrane
                      accretion in northern Nevada: University of California, Berkeley,
                      Ph.D.
                      dissertation, 256 p., 3 maps.
 
 Kretschmer,
                      E.L., circa 1983, Guidebook geology of the Pinson Mine. Unidentified
                      report, 10
                      p.
 
 MacKerrow,
                      D.G., Whitney, M. and Ridgley, V., 1997, Geology at the Twin
                      Creeks Mine,
                      Humboldt County, Nevada: History, Development, Operations and
                      Potential.
                      Unpublished report.
 
 Madden-McGuire,
                      D.J. and Marsh, S. P., 1991, Lower Paleozoic host rocks in
                      the Getchell gold
                      belt: Several distinct allocthons or a sequence of continuous
                      sedimentation?:
                      Geology, v.19, p. 489-492.
 
 McLachlan,
                      C.D., Struhsacker, E.M. and W.F.Thompson, 2000, The gold deposits
                      of Pinson
                      Mining Company: a review of the geology and mining history
                      through 1999,
                      Humboldt County, Nevada, *in* Crafford, A.E.J. (ed.). Geology and ore deposits 2000: the
                      Great Basin and
                      beyond: Geological Society of Nevada Symposium Proceedings,
                      Field Trip # 9,
                      Geology and ore deposits of the Getchell region, Humboldt County,
                      Nevada, p.
                      123-153.
 
 Nevada
                      Department of Employment, Training & Rehabilitation, 2004.
                      (http://detr.state.nv.us/lmi/data/wages/TOC011.htm)
 
 Ridgley,
                      V., 2004, Internal company memoranda.
 
 Seedorff,
                      E. and Barton, M.D., 2004, Enigmatic origin of Carlin-type
                      deposits: an
                      amagmatic solution?: Soc. Econ. Geologists Newsletter, No.
                      59 (Oct. 2004), p.
                      14-16.
 
 Sierra
                      Pacific Economic Development Office, 2004.
                      (http://econdev.sierrapacific.com/sppc/county/humboldt/bus_overview/)
 
 Stenger,
                      D.P., Kesler. S.E., Peltonen, D.R. and Tapper, C.J., 1998,
                      Deposition of gold in
                      Carlin-type deposits: The role of sulfidation and decarbonation
                      at Twin Creeks,
                      Nevada: Economic Geology, v. 93, p. 201-215.
 
 Stewart,
                      J.H., 1980, Geology of Nevada, Nevada Bureau of Mines and Geology
                      Special
                      Publication 4, 136 p.
 
 Stoddard,
                      S.W., Feeney, S., Verre, K., Wong, L. and Harris, T.R., 1999,
                      Humboldt County
                      Economic Development Profile: University of Nevada, Reno, University
                      Center for
                      Economic Development, Technical Report 99/2000-11, 59 p.
                      (http://www.ag.unr.edu/uced/reports/technicalreports/fy1999_2000/992000_11rpt.pdf)
 
 Thompson,
                      W.F., 2003, [Geologic] Scoping Report for the Pinson Properties:
                      Internal
                      company report (March 2, 2003)
 
 Tingley,
                      J.V., 1998, Mining districts of Nevada: Nev. Bureau of Mines
& Geology
                      Report 47, 128 p.
 
 Wallace,
                      A., and Wittkopp, R.W., 1983, The mode of occurrence of gold
                      at the Pinson Mine
                      as determined by microprobe analyses, and metallurgical implications:
                      Unpublished Pinson Mining Company Report.
 
 Water
                      Management Consultants, Inc., 1998, Results of Hydrogeologic
                      and geochemical
                      studies at Pinson and provisional closure plan for the CX and
                      MAG pits:
                      Consulting report, July 1998.
 
 Winnemucca,
                      NV web site
                      (http://www.winnemucca.nv.us/)