Management’s
        Discussion and Analysis (“MD&A”) supplements, but does not form part of, the
        audited financial statements of the Company and the notes thereto for the
        fiscal
        year ended December 31, 2005. Consequently the following MD&A of the
        financial condition and results of operation for Atna Resources Ltd. should
        be
        read in conjunction with the audited financial statements for the years ended
        December 31, 2005 and 2004 and related notes thereto, which have been prepared
        in accordance with Canadian generally accepted accounting
        principles.
 
 Additional
        information relating to the Company can be viewed on SEDAR at www.sedar.com .
 
 **Forward-Looking
        Statements**
 
 This
        MD&A contains forward-looking statements which are subject to known and
        unknown risks and uncertainties and other factors that may cause the Company’s
        results to differ materially from those implied by the forward-looking
        statements. Readers are cautioned not to place undue reliance on these forward
        looking statements, which speak only as of March 20, 2006 (the “Report Date”),
        and readers are advised to consider such forward-looking statements in light
        of
        the risks set out below.
 
 **Disclosure
        Controls and Procedures**
 
 Management
        is responsible for establishing and maintaining disclosure controls and
        procedures for the Company. Based on an evaluation of the Company’s disclosure
        controls and procedures as of the end of the period covered by this MD&A,
        management believes such controls and procedures are effective in providing
        reasonable assurance that material items requiring disclosure are identified
        and
        reported in a timely manner.
 
 **Corporate
        Governance**
 
 Management
        of the Company is responsible for the preparation and presentation of the
        annual
        financial statements and notes thereto, MD&A and other information contained
        in this annual report. Additionally, it is Management’s responsibility to ensure
        the Company complies with the laws and regulations applicable to its
        activities.
 
 The
        Company’s management is held accountable to the Board of Directors
        (“Directors”), each member of which is elected annually on a three-year rotation
        by the shareholders of the Company. The Directors are responsible for reviewing
        and approving the annual audited financial statements and MD&A.
        Responsibility for the review and approval of the Company’s quarterly unaudited
        interim financial statements and MD&A is delegated by the Directors to the
        Audit Committee, which is comprised of four directors, all of which are
        independent of management. Additionally, the Audit Committee pre-approves
        audit
        and non-audit services provided by the Company’s auditors.
 
 The
        auditors are appointed annually by the shareholders to conduct an audit of
        the
        financial statements in accordance with generally accepted auditing standards.
        The external auditors have complete access to the Audit Committee to discuss
        the
        audit, financial reporting and related matters resulting from the annual
        audit
        as well as assist the members of the Audit Committee in discharging their
        corporate governance responsibilities.
 
 **Nature
        of the Business**
 
 The
        Company is an exploration-stage company whose primary activity is the
        exploration and development of gold properties primarily in the United States.
        The Company’s principal property, the Pinson Mine Property, is located in
        Humboldt County, Nevada. The Company has other properties located in Nevada,
        Arizona, Canada and Chile. The Company is a reporting issuer in British
        Columbia, Alberta, Ontario and Nova Scotia and trades on the TSX Exchange
        under
        the symbol “ATN”.
  - -
 
 **ATNA
            RESOURCES LTD.**
 **MANAGEMENT'S
            DISCUSSION AND ANALYSIS**        **FORM
            51-102F**
 **For
            the Year Ended December 31, 2005**
  Highlights
        and Exploration Activities for Fiscal 2005
  *Pinson
        Property, Nevada*
 
 The
        Company has completed the expenditure and reporting requirements to earn
        a 70
        percent interest in the Pinson property, Nevada. Sufficient work was completed
        to indicate that the property has good potential to be placed into commercial
        production. The preliminary capital cost estimate is relatively lower than
        comparable projects, because the Company is planning to mine and to sell
        ore for
        processing off-site. The decision to proceed with further development and
        to
        complete a feasibility study hinges on an election to be made by Pinson Mining
        Company (a wholly owned subsidiary of Barrick Gold Corporation) during the
        second quarter of 2006, which may lead to: (i) Atna operating an Atna (70%)
        Pinson (30%) joint venture; (ii) an Atna (30%) Pinson (70%) joint venture
        with
        Pinson operating; or (iii) Atna purchasing Pinson’s 30% interest to acquire 100%
        of the property for a cash payment of US$15 million. If Pinson elects to
        back in
        to a 70% interest, Pinson would be required to carry Atna for the next
        US$30,000,000 expenditure on the project.
 
 Work
        accomplished by the Company at the Pinson property during the year
        included:
 
 ·
              An
                  initial resource estimate was completed on the Pinson project.
                  A National
                  Instrument 43-101 compliant report was completed and filed with
                  the
                  Securities Commission on March 24, 2005. Results are summarized
                  as
                  follows:
 
 Resource
        Estimate: Range Front and CX Zones
 
 **0.15
                  Au opt**
                
                **cut-off**
              **0.25
                  Au opt**
                
                **cut-off****Tons**
              **Grade**
                
                **Au
                  opt**
              **Tons**
              **Grade**
                
                **Au
                  opt**Measured
              445,000
              0.27
              213,000
              0.34Indicated
              1,313,000
              0.30
              860,000
              0.36**M+I**
              **1,758,000**
              **0.30**
              **1,073,000**
              **0.35****and****Inferred**
              **4,211,000**
              **0.32**
              **3,054,000**
              **0.36**
 
 Contained
        Ounces: Range Front and CX Zones
 
 **0.15
                  Au opt**
                **cut-off**
              **0.25
                  Au opt**
                **cut-off**Measured
              119,000
              73,000Indicated
              400,000
              306,000**M+I**
              **519,000**
              **379,000****and****Inferred**
              **1,332,000**
              **1,084,000**
 
 ·
              Underground
                  exploration was started in May with the collaring of an adit within
                  the CX
                  open pit and driving a 16 ft. X 14 ft. access tunnel to explore
                  the Pinson
                  anticline and the Range Front mineralized
                  structure.
 
 ·
              The
                  high grade mineralized Ogee structure was discovered at 750 feet
                  in the
                  adit. Channel samples averaged 0.69 oz/ton Au over 35 feet. A decline
                  parallel to Ogee mineralization was established to provide drill
                  stations
                  for exploring Ogee. A number of high grade drill intercepts (including
                  OG4
                  - 147.5 ft. of 0.97 oz/ton gold; OG10 - 58.5 ft. of 1.69 oz/ton
                  gold)
                  confirmed that the zone has potential to increase the total Pinson
                  resource in an area that is readily accessible for underground
                  mining.
 
 ·
              Statistics
                  on work completed at Pinson
                  include:
 
 Surface
                  drilling:
              27,047
                  feetUnderground
                  drilling:
              12,683
                  feetUnderground
                  tunneling:
              3,010
                  feet
 
 ·
              Other
                  work completed on the property included completion and commissioning
                  of a
                  dewatering well, acquisition of appropriate environmental and operating
                  permits, and installation of electrical sub station to tie into
                  the power
                  grid.
 
 ·
              Metallurgical
                  test work established that the mineralization is amenable to processing
                  at
                  several plants within trucking distance of the
                  property.
 
 ·
              Qualifying
                  Expenditures in excess of US$12,000,000 were reached on the property
                  during January 2006. A comprehensive economic analysis of the project
                  was
                  presented to Pinson Mining Company during February 2006, to complete
                  the
                  Company’s requirements to earn a 70 percent interest in the
                  property.
 
 *Other
        Nevada Properties*
 
 Jarbidge
        - Completing the permitting process has taken longer than could be anticipated
        but the company is in the final stages and expects that permits will be in
        place
        to allow for a summer 2006 drill program. Sampling and mapping have identified
        a
        composite strike length of over 16,000 meters of epithermal quartz veins
        with
        high grade gold/silver mineralization in this historic gold
        district.
 
 Clover
        -The Company’s joint venture partner drilled two holes with no economically
        significant gold values before they dropped their option. A number of excellent
        targets remain untested. High grade gold has been intersected in previous
        drilling on the property, which is hosted in volcanic rocks and structures
        with
        alteration and mineralization similar to other deposits being mined in the
        area.
        The Company will pursue a new partner to advance the project or may decide
        to
        drill the most prospective targets itself later in the summer.
 
 Beowawe
        -
        A joint venture partner is advancing work on the property and expects to
        be
        ready to drill in the forthcoming season.
 
 *Other
        Properties*
 
 Chile
        -
        The Company’s joint venture partner on the Cachinal de la Sierra epithermal
        gold/silver prospect continues to find encouragement in their district wide
        project. The Celeste copper prospect has been leased to an exploration company
        with other active projects in the same area.
 
 Canada
        -
        Several projects have been maintained because of strategic locations in BC
        and
        the Yukon. Significant activity at Wolverine combined with strong base metal
        prices suggests that the royalty retained on Wolverine may have significant
        value to shareholders.
 
 **Selected
        Annual Information**
 
 Selected
        annual information from the audited financial statements for the years ended
        December 31, 2005, 2004 and 2003 is summarized in the table
        below.
  - -
 
 **ATNA
            RESOURCES LTD.**
 **MANAGEMENT'S
            DISCUSSION AND ANALYSIS**        **FORM
            51-102F**
 **For
            the Year Ended December 31, 2005**
  
 **2005($)**
              **2004
                  ($)**
              **2003($)**Total
                  revenues
              Nil
              Nil
              NilGeneral
                  and administrative expenses
              1,537,754
              1,097,019
              1,547,269Loss
                  for the year
              1,203,836
              4,522,611
              1,764,935Basic
                  and diluted loss per share
              0.03
              0.15
              0.08Working
                  capital
              14,998,365
              8,079,661
              3,704,283Total
                  assets
              33,746,201
              14,258,164
              13,547,416Total
                  long-term liabilities
              Nil
              Nil
              NilTotal
                  shareholders’ equity
              32,019,896
              13,286,976
              13,482,199Cash
                  dividends per share
              Nil
              Nil
              NilNumber
                  of shares issued and outstanding
              55,429,067
              38,950,872
              30,194,667
 
 **Results
        of Operations**
 
 During
        the year, the Company incurred exploration costs of $12,126,554 (2004 -
        $3,073,956; 2003 - $694,915). The costs were attributed to exploration
        expenditures of $11,696,872, acquisition costs of $20,485 and an asset
        retirement obligation of $247,000 on the Pinson property; exploration
        expenditures of $113,692 and acquisition costs of $12,085 on the Jarbidge
        property; exploration expenditures of $27,920, acquisition costs of $87,013
        and
        cost recoveries of ($119,001) on the Beowawe property; exploration expenditures
        of $37,382, acquisition costs of $60,425 and costs recoveries of ($77,042)
        on
        the Clover property; and exploration expenditures of $15,634, acquisition
        costs
        of $55,131 and cost recoveries of ($604,475) on other properties located
        in the
        USA, Canada and Chile. Of the exploration expenditures incurred on the Pinson
        property, $2,617,696 was incurred on reserve definition, $1,871,915 on
        underground development, $3,516,822 on surface drilling; $1,557,929 on surface
        infrastructure, $1,922,923 on administration and $209,587 on other.
 
 During
        the year, the Company incurred a loss of $1,203,836 (2004 - $4,522,611; 2003
        -
        $1,764,935) resulting in basic and diluted loss per share of $0.03 (2004
        -
        $0.15; 2003 - $0.08). The loss was primarily attributed to a write-off of
        mineral property costs of $315,809 (2004 - $1,881,448; 2003 - $743); a
        write-down of marketable securities of $233,244 (2004 - $Nil; 2003 - $32,799);
        a
        gain on sale of marketable securities of $411,877 (2004 - $45,858; 2003 -
        $38,492); and a loss on the sale of properties of $Nil (2004 - $1,615,809;
        2003
        - $4,586).
 
 During
        the year, the Company incurred general and administrative expenses of $1,537,754
        (2004 - $1,097,019; 2003 - $1,547,269). The increase was primarily attributed
        to
        an increase in consulting fees to $193,781 (2004 - $5,459; 2003 - $23,824)
        as a
        result of fees paid for financial consulting; an increase in office and
        miscellaneous expenses to $178,123 (2004 - $49,316; 2003 - $62,935) as a
        result
        of setting up and operating an office for the Pinson project **;** an
        increase in legal and audit costs to $132,157 (2004 - $40,169; 2003 - $45,773)
        as a result of additional professional services rendered due to the operation
        of
        the Pinson project and an increase in stock-based compensation to $148,866
        (2004
        - $94,770; 2003 - $94,576) as a result of the number of stock options that
        were
        vested over the period..
 
 During
        the year, the Company received interest and other income of $386,406 (2004
        -
        $119,315; 2003 - $69,167). The increase was due to having a greater amount
        of
        funds on deposit and the investment of a certain portion of the funds in
        longer
        term financial instruments.
 
 During
        the year, the Company completed a brokered and non-brokered private placement
        financing on August 4, 2005 and August 11, 2005, respectively, receiving
        aggregate net proceeds in the amount of $5,128,107 (2004 - $3,648,758; 2003
        -
        $2,099,277) by issuing 7,000,000 common shares at a price of $0.80 per share;
        completed a Special Warrants financing on December 16, 2005, receiving net
        proceeds of $9,331,663 by issuing 7,450,000 special warrants at a price of
        $1.35
        per special warrant with each special warrant convertible to one common share
        of
        the Company upon qualification by a short form prospectus; received aggregate
        proceeds of $243,225 (2004 - $109,500; 2003 - $99,250) from the exercise
        of
        stock options; and received aggregate proceeds of $5,074,192 (2004 - $458,460;
        2003 - $Nil) from the exercise of share purchase warrants.
  **Summary
        of Quarterly Results**
  
 Results
        for the eight most recent quarters ending with the last quarter for the three
        months ending on December 31, 2005 are summarized in the table
        below.
  **Three
                  months ended**
              **Dec-05**
              **Sep-05**
              **Jun-05**
              **Mar-05**Total
                  Revenues
              Nil
              Nil
              Nil
              NilGeneral
                  and administrative expenses
              523,513
              361,123
              343,901
              309,217Loss
                  for the period
              597,066
              229,749
              362,803
              14,218Basic
                  and diluted loss per share
              0.03
              0.01
              0.01
              0.01Total
                  assets
              33,746,201
              22,098,941
              15,087,814
              13,906,562Exploration
                  expenditures
              4,473,231
              4,837,487
              1,893,278
              922,558
  
 **Three
                  months ended**
              **Dec-04**
              **Sep-04**
              **Jun-04**
              **Mar-04**Total
                  Revenues
              Nil
              Nil
              Nil
              NilGeneral
                  and administrative expenses
              342,188
              232,024
              229,190
              293,617Loss
                  for the period
              2,245,620
              395,544
              1,569,304
              312,143Basic
                  and diluted loss per share
              0.15
              0.07
              0.05
              0.01Total
                  assets
              14,258,164
              11,795,334
              11,918,507
              13,376,362Exploration
                  expenditures
              2,118,430
              1,009,437
              213,288
              149,518
  
  Quarterly
        results can vary significantly depending on whether the Company realizes
        any
        gain or loss on sale of its investments, abandons or writes down properties,
        incurs gains or losses on foreign exchange, or grants stock options. See
        “Results of Operations”.
  **Liquidity
        and Capital Resources**
 
 At
        December 31, 2005, the Company had cash, cash equivalents and investments
        totaling $15,824,879 (2004 - $6,597,455; 2003 - $3,691,757) and working capital
        of $14,998,365 (2004 - $8,079,661; 2003 - $3,704,283). E xpenditures
        in excess of US$12,000,000 were reached on the Pinson property during January,
        2006, meeting earn-in requirements, consequently,
        the Company estimates that it has adequate working capital for property
        maintenance requirements and administrative overhead for the next 12 months.
 
 The
        Company has financed its operations and capital expenditures through the
        sale of
        its equity securities and from the proceeds of the sale of marketable
        securities. The Company expects to obtain financing in the future primarily
        though equity financing. There can be no assurance that the Company will
        succeed
        in obtaining additional financing, now or in the future. Failure to raise
        additional financing on a timely basis could cause the Company to suspend
        its
        operations and eventually to forfeit or sell its interests in its properties. However,
        the Company has been successful to date in arranging financing and management
        is
        of the opinion that it will continue to do so.
 
 **Financing
        and Investing Activities**
 
 During
        the year, the Company completed a brokered and a non-brokered private placement
        financing on August 4, 2005 and August 11, 2005, respectively, to raise
        aggregate net proceeds of $5,128,107 through the issuance of 7,000,000 common
        shares at a price of $0.80 share. In conjunction with the brokered private
        placement, 520,000 agents’ warrants were issued to acquire 520,000 shares of the
        Company at a price of $0.80 per share until August 3, 2006. The Company also
        completed a Special Warrants financing on December 16, 2005, to raise net
        proceeds of $9,331,663 through the issuance of 7,450,000 special warrants
        at
        $1.35 per share. On February 2, 2006, each special warrant was exercised
        into
        one common share of the Company for an issuance of 7,450,000 common shares.
        In
        conjunction with the special warrants financing, 521,500 special warrants
        were
        issued to a syndicate of agents for the purchase of 521,500 common shares
        of the
        Company at a price of $1.55 per share until December 16, 2006.
 During
        the 2005 fiscal year, the Company received proceeds in the amount of $5,074,192
        pursuant to the exercise of 8,538,195 previously issued share purchase warrants,
        $243,225 pursuant to the exercise of 940,000 stock options, $43,202 pursuant
        to
        the receipt of a dividend and the sale of shares of Novicourt Inc., $2,327,175
        pursuant to the sale of Yukon Zinc Corporation shares and $46,500 from the
        sale
        of the Company’s subsidiary, Minera Atna Chile Limitada.
 
 During
        the 2005 fiscal year, the Company spent $12,126,554 (2004 - $3,073,956; 2003
        -
        $694,915) on deferred exploration, of which $11,717,357 (2004 - $2,921,115;
        2003
        - $$Nil) was spent on the Pinson property.
 
 **Financial
        Instruments**
 
 The
        fair
        value of the Company’s cash, accounts receivable and accounts payable is
        estimated to approximate their carrying values. It is management’s opinion that
        the Company is not exposed to significant interest, currency, or credit risk
        arising from these financial statements.
 
 **Outstanding
        Share Data**
 
 **No.
                  of Shares**
              **Exercise
                  Price**
              **Expiry
                  Date**Issued
                  & Outstanding shares at December 31, 2005
              55,429,067
              n/a
              n/aIssued
                  after December 31, 2005
              8,003,682
              n/a
              n/aEmployees
                  Stock Options
              2,755,000
              $0.25
                  - $2.01
              Jun
                  16/06 - Jan 30/09Warrants
              547,930
              $0.80
                  - $1.35
              Aug
                  3/06 - Dec 16/06Fully
                  diluted at March 20, 2006
              66,735,679
              n/a
              n/a
  
 **Risks
        and Uncertainties**
 
 The
        Company’s principal activity is mineral exploration and development. Companies
        in this industry are subject to many and varied kinds of risks, including
        but
        not limited to, environmental, commodity prices, political and
        economic.
 
 The
        junior resource market, where the Company raises its funds, is volatile and
        there is no guarantee that the Company will be able to raise funds as it
        requires them. However, the Company has been successful to date in arranging
        financing and management is of the opinion that it will continue to do
        so.
 
 Although
        the Company has taken steps to verify title to mineral properties in which
        it
        has an interest, there is no guarantee that the property will not be subject
        to
        title disputes or undetected defects.
 
 The
        Company is subject to the laws and regulations relating to environmental
        matters
        in all jurisdictions in which it operates, including provisions relating
        to
        reclamation, discharge of hazardous material and other matters. The Company
        conducts its exploration activities in compliance with applicable environmental
        protection legislation and is not aware of any existing environmental problems
        related to its properties that may cause material liability to the
        Company.
 
 **Outlook**
 
 The
        Company has given notice to Pinson Mining Company that obligations to earn
        a 70
        % interest in the Pinson property have been fulfilled. Under the terms of
        the
        Atna/Pinson Mining agreement, Pinson Mining has a 60 day period to notify
        Atna
        of its intent to make one of the following elections:
 
 1.
              Pinson
                  Mining may elect to participate in a mining venture with a participating
                  interest of 30 %. Atna would continue as Operator with a 70 % interest
                  and
                  both parties would fund their pro-rata share of
                  expenditures.
 
 2.
              Pinson
                  Mining may elect to back in to a 70 % interest in the property
                  by funding
                  the next $30 million of expenditures within 3 years. Upon completion
                  of
                  the back in obligation, Pinson Mining and Atna would form a mining
                  venture
                  and each would contribute its pro rata share of further expenditures.
                  If
                  Pinson Mining failed to complete the back in expenditure within
                  3 years,
                  it would convey a 70 % interest to Atna and either participate
                  to the
                  extent of its 30% interest in a mining venture or offer to sell
                  its 30 %
                  interest to Atna for $15 million.
 
 3.
              Pinson
                  Mining may convey a 70 % interest to Atna and offer to sell its
                  remaining
                  30 % interest to Atna for US$15
                  million.
 
 There
        is
        uncertainty as of this date over what decision Pinson Mining will make regarding
        future participation in the Pinson project. The decision is expected before
        the
        end of April. The Company’s shareholders are well positioned to benefit from any
        of the possible decision scenarios.