**ATNA
          RESOURCES LTD.**
 
 **CONSOLIDATED
          FINANCIAL STATEMENTS**
 
 **December
          31, 2005 and 2004**
 **(Expressed
          in Canadian dollars)**
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  **D
          E V I S S E R G R A Y**
 **CHARTERED
          ACCOUNTANTS**
 
 401
          - 905
          West Pender Street
 Vancouver,
          BC Canada
 V6C
          1L6
 
 Tel:
          (604) 687-5447
 Fax:
          (604) 687-6737
 **AUDITORS'
          REPORT**
 
 To
          the
          Shareholders of Atna Resources Ltd.
 
 We
          have
          audited the consolidated balance sheets of Atna Resources Ltd. as at December
          31, 2005 and 2004 and the consolidated statements of operations and deficit
          and
          cash flows for each of the years in the three-year period ended December
          31,
          2005. These financial statements are the responsibility of the Company's
          management. Our responsibility is to express an opinion on these financial
          statements based on our audits.
 
 We
          conducted our audits in accordance with generally accepted auditing standards
          (“GAAS”) in Canada and the standards of the Public Company Accounting Oversight
          Board (United States) (“PCAOB”). Those standards require that we plan and
          perform an audit to obtain reasonable assurance whether the financial statements
          are free of material misstatement. An audit includes examining, on a test
          basis,
          evidence supporting the amounts and disclosures in the financial statements.
          An
          audit also includes assessing the accounting principles used and significant
          estimates made by management, as well as evaluating the overall financial
          statement presentation.
 
 In
          our
          opinion, these consolidated financial statements present fairly, in all
          material
          respects, the financial position of the Company as at December 31, 2005
          and 2004
          and the results of its operations and cash flows for each of the years
          in the
          three-year period ended December 31, 2005 in conformity with Canadian generally
          accepted accounting principles.
 
 “DeVisser
          Gray”
 
 **CHARTERED
          ACCOUNTANTS**
 
 Vancouver,
          British Columbia
 March
          21,
          2006
 
 
 **COMMENTS
          BY AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING
          CONFLICT**
 
 In
          the
          United States, reporting standards for auditors require the addition of
          an
          explanatory paragraph (following the opinion paragraph) when the financial
          statements are affected by significant uncertainties and contingencies
          such as
          those referred to in note 1 to these financial statements. Although we
          conducted
          our audits in accordance with both Canadian GAAS and the standards of the
          PCAOB,
          our report to the shareholders dated March 21, 2006 is expressed in accordance
          with Canadian reporting standards which do not require a reference to such
          matters when the uncertainties are adequately disclosed in the financial
          statements.
 
 “DeVisser
          Gray”
 
 **CHARTERED
          ACCOUNTANTS**
 
 Vancouver,
          British Columbia
 March
          21,
          2006
  
  
 **ATNA
                    RESOURCES LTD.****CONSOLIDATED
                    BALANCE SHEETS****December
                    31**2005
                
                2004**ASSETS**CURRENT
                    ASSETSCash
                    and cash equivalents
                $
                10,201,409
                
                $
                2,942,691Investments
                
                5,623,470
                
                
                3,654,764Marketable
                    securities (Note 3)
                
                493,405
                
                
                2,411,483Accounts
                    receivable
                
                99,418
                
                
                19,197Prepaid
                    expenses
                
                59,968
                
                
                22,71416,477,670
                
                
                9,050,849DEPOSITS
                    FOR RECLAMATION (Note 4)
                
                527,758
                
                
                6,950MINERAL
                    PROPERTIES (Note 5)
                
                16,652,809
                
                
                5,134,894EQUIPMENT
                
                87,964
                
                
                65,471$
                33,746,201
                
                $
                14,258,164**LIABILITIES**CURRENT
                    LIABILITIESAccounts
                    payable and accrued liabilities
                $
                1,479,305
                
                $
                971,188ASSET
                    RETIREMENT OBLIGATION (Note 4)
                
                247,000
                
                
                -1,726,305
                
                
                971,188**SHAREHOLDERS’
                    EQUITY**SHARE
                    CAPITAL (Note 6)
                
                51,286,111
                
                
                40,795,561SPECIAL
                    WARRANTS (Note 7)
                
                8,736,833
                
                
                -CONTRIBUTED
                    SURPLUS (Note 6(g))
                
                860,566
                
                
                151,193DEFICIT
                
                (28,863,614)
                
                
                (27,659,778)32,019,896
                
                
                13,286,976$
                33,746,201
                
                $
                14,258,164
 
 NATURE
          OF
          OPERATIONS (Note 1)
 COMMITMENTS
          (Note 11)
  SUBSEQUENT
          EVENTS (Note 15)
  
 ON
          BEHALF
          OF THE BOARD:
 
 *“William
          J. Coulter”*   *“David
          H. Watkins”*
 William
          J. Coulter, Director  David
          H.
          Watkins, Director
 
 *See
          accompanying notes to the financial statements*
  
  
 **ATNA
                    RESOURCES LTD.****CONSOLIDATED
                    STATEMENTS OF OPERATIONS AND DEFICIT****For
                    the Years Ended December 31**2005
                2004
                2003**EXPENSES**Investor
                    relations
                $
                403,138
                $
                363,859
                $
                176,922Wages
                    and benefits
                
                232,593
                
                202,546
                
                139,464Consultants
                    fees
                
                193,781
                
                5,459
                
                23,824Office
                    and miscellaneous
                
                178,123
                
                49,316
                
                62,935Stock-based
                    compensation expense (Note 6(e))
                
                148,866
                
                94,770
                
                94,576Legal
                    and audit
                
                132,157
                
                40,169
                
                45,773Exploration
                    and business development
                
                84,503
                
                208,268
                
                717,756Rent
                    and services
                
                74,900
                
                80,661
                
                61,349Insurance
                
                18,109
                
                1,956
                
                2,479Listing
                    and transfer agent fees
                
                45,241
                
                42,086
                
                35,156Amortization
                
                26,343
                
                7,929
                
                11,860Severance
                    payments
                
                -
                
                -
                
                175,175(1,537,754)
                
                (1,097,019)
                
                (1,547,269)**OTHER
                    INCOME (EXPENSES)**Investment
                    and miscellaneous income
                
                386,406
                
                119,315
                
                69,167Foreign
                    exchange gain (loss)
                
                39,395
                
                (7,306)
                
                (99,488)Loss
                    on disposal of equipment
                
                (1,207)
                
                (2,206)
                
                (5,614)Gain
                    on sale of marketable securities
                
                411,877
                
                45,858
                
                38,492Write
                    down of marketable securities
                
                (233,244)
                
                -
                
                (32,799)Gain
                    (loss) on sale of resource properties
                
                -
                
                (1,659,561)
                
                4,586Gain
                    on sale of subsidiary
                
                46,500
                
                -
                
                -Resource
                    properties written-off (Note 5)
                
                (315,809)
                
                (1,881,155)
                
                (743)VAT
                    receivables written-off
                
                -
                
                (40,537)
                
                (191,267)**LOSS
                    FOR THE YEAR**
                
                (1,203,836)
                
                (4,522,611)
                
                (1,764,935)**DEFICIT,
                    BEGINNING OF YEAR**
                
                (27,659,778)
                
                (23,137,167)
                
                (21,372,232)**DEFICIT,
                    END OF YEAR**
                $
                (28,863,614)
                $
                (27,659,778)
                $
                (23,137,167)**BASIC
                    AND DILUTED LOSS PER SHARE**
                $
                (0.03)
                $
                (0.14)
                $
                (0.08)**WEIGHTED
                    AVERAGE NUMBER OF SHARES OUTSTANDING**
                
                44,785,582
                
                31,156,922
                
                22,323,260
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 *See
          accompanying notes to the financial statements*
  
  
 **ATNA
                    RESOURCES LTD.****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS****For
                    the Years Ended December 31**2005
                2004
                2003**CASH
                    PROVIDED BY (USED FOR):****OPERATING
                    ACTIVITIES**Loss
                    for the year
                $
                (1,203,836)
                $
                (4,522,611)
                $
                (1,764,935)Less:
                    non-cash itemsAmortization
                
                26,343
                
                7,929
                
                11,860Loss
                    on disposition of asset
                
                1,207
                
                2,206
                
                5,614Marketable
                    securities written-down
                
                233,244
                
                -
                
                32,799Net
                    loss (gain) on sales of marketable securities
                
                (411,877)
                
                (45,858)
                
                (38,492)Loss
                    (gain) on sales of resource properties
                
                -
                
                1,659,561
                
                (4,586)Resource
                    properties written-off
                
                315,809
                
                1,881,155
                
                743Shares
                    issued in settlement of severance obligations
                
                -
                
                -
                
                175,175Stock-based
                    compensation expense
                
                148,866
                
                94,770
                
                94,576VAT
                    receivable written-off
                
                -
                
                -
                
                191,267(890,244)
                
                (922,848)
                
                (1,295,979)Net
                    change in non-cash working capital itemsInvestments
                
                (1,968,706)
                
                (3,654,764)
                
                -Accounts
                    receivable
                
                (80,221)
                
                (7,022)
                
                47,542Accounts
                    payable
                
                (439,107)
                
                605,971
                
                (287,552)Prepaid
                    expenses
                
                (37,254)
                
                (14,721)
                
                19,680VAT
                    receivable
                
                -
                
                -
                
                (9,950)(3,415,532)
                
                (3,993,384)
                
                (1,526,259)**FINANCING
                    ACTIVITIES**Shares
                    issued for cash, net of issue costs
                
                10,550,526
                
                4,216,718
                
                2,198,517Special
                    warrants issued for cash, net of issue costs
                
                9,237,364
                
                -
                
                -19,787,890
                
                4,216,718
                
                2,198,517**INVESTING
                    ACTIVITIES**Acquisition
                    of resource properties
                
                (235,139)
                
                (618,513)
                
                (239,426)Exploration
                    and development
                
                (10,934,512)
                
                (2,815,617)
                
                (455,489)Option
                    payments received
                
                190,850
                
                152,427
                
                -Exploration
                    recoveries and operating fees
                
                77,314
                
                207,747
                
                -Net
                    (purchases) proceeds of equipment
                
                (59,722)
                
                (55,444)
                
                2,725Purchase
                    of marketable securities
                
                -
                
                -
                
                (39,375)Proceeds
                    from disposal of marketable securities
                
                2,368,377
                
                163,950
                
                63,353Proceeds
                    from sales of resource properties
                
                -
                
                2,000,000
                
                -Reclamation
                    bond
                
                (520,808)
                
                (6,950)
                
                -(9,113,640)
                
                (972,400)
                
                (668,212)**INCREASE
                    (DECREASE) IN CASH AND CASH EQUIVALENTS
                    ANDEQUIVALENTS**
                
                7,258,718
                
                (749,066)
                
                4,046**CASH
                    AND CASH EQUIVALENTS, BEGINNING OF YEAR**
                
                2,942,691
                
                3,691,757
                
                3,687,711**CASH
                    AND CASH EQUIVALENTS, END OF YEAR**
                $
                10,201,409
                $
                2,942,691
                $
                3,691,757
 
 Supplemental
          disclosure with respect to cash flows (Note 8)
 
 
 
 *See
          accompanying notes to the financial statements*
  
   
 **1.**  **NATURE
          OF OPERATIONS**
 
 The
          Company is incorporated in British Columbia and involved in the acquisition
          of
          resource properties that are considered sites of potential economic
          mineralization, and is currently engaged in the exploration of these properties.
          Certain of the Company’s properties contain defined mineral resources that
          cannot be considered economic until a commercial feasibility study is carried
          out. The ability of the Company to realize the costs it has incurred to
          date on
          these properties is dependent upon it being able to develop a commercial
          ore
          body, to finance the required exploration and development costs and to
          acquire
          environmental, regulatory, and other such permits as may be required for
          the
          successful development of the property.
 
 **2.**  **SIGNIFICANT
          ACCOUNTING POLICIES**
 
 **(a)**  **Basis
          of Presentation**
 
 These
          consolidated financial statements include the accounts of the Company and
          its
          wholly-owned subsidiaries: Atna Resources Inc., incorporated in the State
          of
          Nevada, U.S.A.; Minera Atna Chile Limitada, incorporated in Chile; and
          Atna
          Cayman Ltd., incorporated in Cayman Islands. Atna Cayman Ltd. was wound
          up
          during 2004 and Minera Atna Chile was sold during 2005. The financial statements
          are prepared in accordance with Canadian generally accepted accounting
          principles (“GAAP”), which differ from U.S. GAAP as described in Note
          13.
 
 **(b)**  **Use
          of Estimates**
 
 The
          preparation of financial statements in conformity with Canadian generally
          accepted accounting principles requires management to make estimates and
          assumptions that affect the reported amounts of assets and liabilities
          and
          disclosure of contingent assets and liabilities at the date of the financial
          statements and the reported amounts of revenues and expenses during the
          reporting period. Significant areas requiring the use of management estimates
          relate to the determination of environmental and site reclamation obligations,
          impairment of property and equipment and rates for amortization. Actual
          results
          could differ from those estimates.
 
 **(c)**  **Fair value of financial instruments**
 
 **(i)**  **Fair
          value**
 
 The
          carrying values of cash and cash equivalents, investments, amounts receivables,
          and accounts payable and accrued liabilities approximate their fair values
          due
          to the short terms to maturity of the instruments.
 
 **(ii)**  **Interest
          rate risk**
 
 The
          Company is not exposed to significant interest rate risk due to the short-term
          maturity of its monetary current assets and current liabilities.
 
 **(iii)**  **Credit
          risk**
 
 The
          Company is not exposed to significant credit risk on its financial assets
          due to
          cash, cash equivalents and investments being placed with major financial
          institutions and amounts receivable due from government agencies.
 
  **ATNA
              RESOURCES LTD.**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              the Years Ended December 31, 2005 and
              2004**
  
 **2.**  **SIGNIFICANT
          ACCOUNTING POLICIES** (Continued)
 
 **(c)**  **Fair
          value of financial instruments** (Continued)
 
 **(iv)**  **Currency
          risk**
 
 The
          Company is exposed to foreign currency fluctuations to the extent certain
          expenditures incurred are not denominated in Canadian dollars. As at December
          31, 2005, cash included approximately $627,125 (2004 - $676,444) denominated
          in
          US Dollars.
 
 **(d)**  **Cash
          and Investments**
 
 Cash
          equivalents consist of temporary investments in commercial paper and money
          market deposits that are highly liquid and readily convertible to known
          amounts
          of cash. All cash equivalents are carried at their current market values,
          with
          any adjustments from cost recorded with interest income. Cash equivalents
          are
          inclusive of accrued interest amounts on securities that bear coupon interest,
          as receipt of these amounts is also considered to be certain and measurable.
          Investments are represented by holdings of trust units of pooled income
          and
          equity funds that are readily convertible to cash and are carried at the
          lower
          of cost or current market value.
 
 **(e)**  **Resource
          Properties**
 
 The
          Company capitalizes all costs related to investments in mineral property
          interests on a property-by-property basis. Such costs include mineral property
          acquisition costs and exploration and development expenditures, net of
          any
          recoveries. Costs are deferred until the extent of mineralization has been
          determined and economic feasibility can be established, and then depleted
          on a
          systematic and rational basis if the property achieves commercial production,
          or
          written off if the property is proven to be uneconomic, management elects
          to
          cease exploration work or if the Company’s rights to acquire the applicable
          mineral claims are allowed to lapse or are abandoned. The amounts shown
          for
          acquisition costs and deferred exploration expenditures represent costs
          incurred
          to date and do not necessarily reflect present or future values.
 
 All
          deferred mineral property expenditures are reviewed, on a property-by-property
          basis, to consider whether there are any conditions that may indicate
          impairment. When the carrying value of a property exceeds its net recoverable
          amount that may be estimated by quantifiable evidence of an economic geological
          resource or reserve, or the Company’s assessment of its ability to sell the
          property for an amount exceeding the deferred costs, provision is made
          for the
          impairment in value.
 
 From
          time
          to time, the Company may acquire or dispose of a mineral property interest
          pursuant to the terms of an option agreement. As such options are typically
          exercisable entirely at the discretion of the optionee, the amounts payable
          or
          receivable are recorded as property costs or recoveries when the payments
          are
          made or received. The Company may also periodically receive grants or assistance
          pursuant to various Canadian government programs. These amounts are recorded
          as
          recoveries against the capitalized cost of the property or properties to
          which
          they relate. When the amount of recoveries exceeds the total amount of
          capitalized costs of the property, the amount in excess of costs is credited
          to
          income.
 
 Although
          the Company has taken steps to verify the title to mineral properties in
          which
          it has an interest, in accordance with industry standards for the current
          stage
          of exploration of such properties, these procedures do not guarantee the
          Company’s title. Property title may be subject to unregistered prior agreements
          or transfers and title may be affected by undetected defects.
 
 
 
 
 **2.**  **SIGNIFICANT
          ACCOUNTING POLICIES** (Continued)
 
 **(f)**  **Equipment**
 
 Equipment
          is recorded at cost and amortized over its estimated useful economic life
          on a
          declining balance basis at annual rates of 30% and 20%, respectively, for
          computer and office equipment; on a straight-line basis over three years
          for
          exploration equipment.
 
 **(g)**  **Asset
          Retirement Obligations**
 
 The
          Company follows the recommendations of the Canadian Institute of Chartered
          Accountants in accounting for asset retirement obligations. The standard
          requires that the fair value of a liability for an asset retirement obligation
          be recognized in the period in which it is incurred or acquired. Also,
          when a
          liability is initially recorded, a corresponding increase to the carrying
          amount
          of the related asset is recorded. The liability is increased over time
          (accreted) by the discount factor that was applied in the initial measurement
          of
          fair value and the asset is amortized over the estimated life of the related
          asset. The amount of the liability will be subject to re-measurement at
          each
          reporting period.
 
 **(h)**  **Impairment
          of Long-Lived Assets**
 
 Long-lived
          assets are assessed for impairment when events and circumstances warrant.
          The
          carrying value of a long-lived asset is impaired when the carrying amount
          exceeds the estimated undiscounted net cash flow from use and fair value.
          In
          that event, the amount by which the carrying value of an impaired long-lived
          asset exceeds its fair value is charged to earnings.
 
 **(i)**  **Stock-Based
          Compensation**
 
 The
          Company accounts for stock-based compensation in accordance with the
          recommendations of the Canadian Institute of Chartered Accountants’ (“CICA”)
          Handbook Section 3870, *“Stock-Based
          Compensation and Other Stock-Based Payments”* (“CICA
          3870”). CICA 3870 establishes standards for the recognition, measurement and
          disclosure of stock-based compensation and other stock-based payments made
          in
          exchange for goods and services. The Company recognizes all stock-based
          awards
          made to consultants, employees and directors using the fair value based
          method
          applying the Black-Scholes option pricing model.
 
 **(j)**  **Income
          Taxes**
 
 The
          Company accounts for potential future tax assets and liabilities by recognizing
          the future tax consequences attributable to differences between the financial
          statement carrying amounts of existing assets and liabilities and their
          respective tax bases. Future tax assets and liabilities are measured using
          the
          tax rates that are expected to apply to taxable income in the years in
          which
          those temporary differences are expected to be settled. The effect on future
          tax
          assets and liabilities of a change in tax rates is recognized as income
          in the
          period that includes the date of the change. When the future realization
          of
          income tax assets does not meet the test of being more likely than not
          to occur,
          a valuation allowance in the amount of the potential future benefit is
          taken and
          no net future tax asset is recognized. Such an allowance currently applies
          fully
          to all of the Company’s potential income tax assets.
  **ATNA
              RESOURCES LTD.**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              the Years Ended December 31, 2005 and
              2004**
  
 **2.**  **SIGNIFICANT
          ACCOUNTING POLICIES** (Continued)
 
 **(k)**  **Foreign
          Currency Translation**
 
 The
          Company translates its foreign operations on the following basis: monetary
          assets and liabilities are translated at the rate of exchange in effect
          as at
          the balance sheet date and non-monetary assets and liabilities are translated
          at
          their applicable historical rates. Revenues and expenses are translated
          at the
          average rates prevailing for the year, except for amortization that is
          translated at the historical rates associated with the assets being amortized.
 
 Foreign
          exchange gains and losses from the translation of foreign operations are
          recognized in the current period.
 
 **(l)**  **Share
          Capital**
 
 Common
          shares issued for non-monetary consideration are recorded at their fair
          market
          value, based either upon the trading price of the Company’s shares on the
          Toronto Stock Exchange (“TSX”) on the date of the agreement to issue the shares
          or the average closing price of the last ten trading days of the Company’s
          shares on the TSX prior to the date of issue. Costs incurred to issue common
          shares are deducted from share capital.
 
 **(m)**  **Loss
          Per Share**
 
 Basic
          loss per share is calculated based on the weighted average number of common
          shares outstanding during the period. The Company uses the treasury stock
          method
          for calculating diluted earnings per share. However, diluted loss per share
          has
          not been presented as the potential exercise of options and warrants outstanding
          would have the effect of reducing the loss per share. Therefore, basic
          and
          diluted loss per share is the same.
 
 
 **3.**  **MARKETABLE
          SECURITIES**
 
 Marketable
          securities are carried at the lower of cost or quoted market value. When
          market
          value is below cost any unrealized loss is charged to income.
 
 During
          the year, marketable securities were written down by $233,244 (2004 - Nil)
          to a
          carrying value of $493,405 (2004 - $2,411,483).
 
 
 
  **ATNA
              RESOURCES LTD.**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              the Years Ended December 31, 2005 and
              2004**
  
 **3.**  **MARKETABLE
          SECURITIES** (Continued)
 
 At
          December 31, 2005, the Company held marketable securities as
          follows:
 
 
 December
                    31, 2005
                
                December
                    31, 2004Number
                    of
                
                Carrying
                
                Market
                
                Carrying
                
                MarketCompany
                Shares
                
                Amount
                
                Value
                
                Amount
                
                ValueApolo
                    Gold & Energy Inc.
                100,000
                $
                8,000
                $
                9,000
                $
                -
                $
                -Doublestar
                    Resources
                100,000
                
                19,000
                
                19,500
                
                22,000
                
                25,500Grandcru
                    Resources Corp.
                300,000
                
                40,500
                
                52,500
                
                75,000
                
                69,000Novicourt
                    Inc.
                -
                
                -
                
                -
                
                26,200
                
                37,800Pacific
                    Ridge Exploration Ltd.
                100,000
                
                6,000
                
                6,000
                
                10,000
                
                10,500Pacifica
                    Resources Ltd.
                872,393
                
                157,031
                
                157,031
                
                193,221
                
                222,460Prospector
                    Consolidated Resources
                300,000
                
                13,500
                
                13,500
                
                36,000
                
                52,500Sage
                    Gold Inc.
                500,000
                
                45,000
                
                70,000
                
                -
                
                -Silver
                    Quest Resources Ltd.
                12,500
                
                4,375
                
                4,750
                
                -
                
                -Southern
                    Rio Resources
                -
                
                -
                
                -
                
                9,375
                
                6,875Yukon
                    Gold Corporation Inc.
                266,666
                
                199,999
                
                239,999
                
                80,000
                
                80,000Yukon
                    Zinc Corp.
                -
                
                -
                
                -
                
                1,959,687
                
                2,844,000$
                493,405
                $
                572,280
                $
                2,411,483
                $
                3,348,635
 
 
 The
          Company holds share purchase warrants of Yukon Zinc Corp. to acquire up
          to
          5,000,000 common shares at $0.32 per share on or before June 16, 2006.
          Refer to
          note 15.
 
 
 **4.**  **DEPOSITS
          FOR RECLAMATION**
 
 The
          Company has posted environmental reclamation bonds in the amount of $527,758
          (US$452,000) (2004 - Cdn$6,950) with the Division of Environmental Protection,
          State of Nevada and the United States Department of the Interior to cover
          the
          estimated closure and reclamation costs of the Pinson Property.
 
 At
          December 31, 2005 the Company has recorded $247,000 as an estimated asset
          retirement relating to the current amount of reclamation required based
          on
          exploration and development conducted to date at the Pinson
          property.
 
 
 
 
 
 
  **ATNA
              RESOURCES LTD.**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              the Years Ended December 31, 2005 and
              2004**
  
 **5.**  **MINERAL
          PROPERTIES**
 
 At
          December 31, 2005 and 2004, the Company incurred expenditures on its mineral
          properties as follows:
 
 Pinson
                Jarbidge
                Beowawe
                Clover
                US
                
                Canada/NV
                NV
                NV
                NV
                Other
                Chile
                Yukon
                TotalBalance
                    atDecember
                    31, 2004
                $
                    2,366,046
                $
                    596,183
                $
                    242,605
                $
                    53,207
                $
                    718,524
                $
                    123,704
                $
                    1,034,625
                $
                    5,134,894Additions
                    during the period:Acquisition
                20,485
                12,085
                87,013
                60,425
                51,650
                -
                3,481
                235,139Exploration
                    and development:Professional
                    Fees and Wages
                -
                26,778
                1,825
                3,299
                429
                -
                -
                32,331Property
                    and Development
                10,637
                43,449
                17,711
                17,269
                15,205
                -
                -
                104,271Drilling
                487,790
                -
                1,450
                -
                -
                -
                -
                489,240Geology
                140,568
                18,316
                6,934
                15,498
                -
                -
                -
                181,316Environment
                -
                203
                -
                -
                -
                -
                -
                203Permitting
                24,945
                16,238
                -
                -
                -
                -
                -
                41,183Field
                    Office
                -
                8,623
                -
                -
                -
                -
                -
                8,623Travel
                    and Transportation
                -
                -
                -
                1,316
                -
                -
                -
                1,316Engineering
                134,887
                -
                -
                -
                -
                -
                -
                134,887Geochemistry
                28
                -
                -
                -
                -
                -
                -
                28Resource
                    Estimation
                23,730
                -
                -
                -
                -
                -
                -
                23,730Reserve
                    Definition
                2,617,696
                -
                -
                -
                -
                -
                -
                2,617,696Drilling
                    Support
                413,089
                -
                -
                -
                -
                -
                -
                413,089Surface
                    Drilling
                1,713,150
                -
                -
                -
                -
                -
                -
                1,713,150Surface
                    Infrastructure
                1,557,929
                -
                -
                -
                -
                -
                -
                1,557,929Underground
                    Infrastructure
                3,589
                -
                -
                -
                -
                -
                -
                3,589Production
                    Setup
                956,985
                -
                -
                -
                -
                -
                -
                956,985Test
                    Mining
                433,598
                -
                -
                -
                -
                -
                -
                433,598Dewatering
                1,245,649
                -
                -
                -
                -
                -
                -
                1,245,649Admin/Indirect
                    Costs
                1,922,923
                -
                -
                -
                -
                -
                -
                1,922,923Depreciation
                9,679
                -
                -
                -
                -
                -
                -
                9,67911,696,872
                113,607
                27,920
                37,382
                15,634
                -
                -
                11,891,415Additions
                    during period
                11,717,357
                125,692
                114,933
                97,807
                67,284
                -
                3,481
                12,126,554Asset
                    retirement obligation
                247,000
                -
                -
                -
                -
                -
                -
                247,000Cost
                    Recoveries
                -
                -
                (50,576)
                (16,617)
                (10,121)
                -
                -
                (77,314)Option
                    Payments
                -
                -
                (68,425)
                (60,425)
                (45,000)
                -
                (288,666)
                (462,516)Write-Offs
                -
                -
                -
                -
                -
                (76,228)
                (239,581)
                (315,809)Balance
                    atDecember
                    31, 2005
                $14,330,403
                $
                    721,875
                $
                    238,537
                $
                    73,972
                $
                    730,687
                $
                    47,476
                $
                    509,859
                $16,652,809
 
 
 
 
 
 
 
 
 
 
 
 **5.**  **MINERAL
          PROPERTIES** (Continued)
 
 Pinson
                Jarbidge
                Beowawe
                Clover
                US
                
                Canada/NV
                NV
                NV
                NV
                Other
                Chile
                Yukon
                TotalBalance
                    atDecember
                    31, 2003
                $
                    -
                $
                    44,646
                $
                    286,317
                $
                    67,333
                $
                    849,829
                $
                    119,395
                $
                    8,369,040
                $
                    9,736,560Additions
                    during the period:Acquisition
                224,286
                144,180
                92,554
                52,052
                64,732
                19,482
                80,000
                677,286Exploration
                    and development:Professional
                    Fees and Wages
                480,523
                257,872
                28,432
                7,473
                25,194
                4,827
                -
                804,321Drilling
                1,389,887
                -
                49,254
                -
                -
                -
                -
                1,439,141Geology
                -
                4,215
                8
                -
                849
                -
                114,625
                119,697Field
                    Office
                42,837
                6,823
                4,938
                261
                2,130
                -
                -
                56,989Camp,
                    equipment and supplies
                116,176
                30,376
                6,382
                -
                2,449
                -
                -
                155,383Travel
                    and Transportation
                14,149
                19,345
                1,680
                1,088
                1,443
                -
                -
                37,705Geochemistry
                88,240
                88,726
                2,050
                -
                5,669
                -
                -
                184,685Physical
                    work
                9,948
                -
                5,518
                -
                -
                -
                -
                15,4662,141,760
                407,357
                98,262
                8,822
                37,734
                4,827
                114,625
                2,813,387Additions
                    during period
                2,366,046
                551,537
                190,816
                60,874
                102,466
                24,309
                194,625
                3,490,673Cost
                    Recoveries
                -
                -
                (170,523)
                -
                -
                -
                -
                (170,523)Management
                    Fees
                -
                -
                (25,578)
                -
                -
                -
                -
                (25,578)Option
                    Payments
                -
                -
                (38,427)
                (75,000)
                (41,096)
                (20,000)
                (210,000)
                (384,523)Dispositions
                -
                -
                -
                -
                -
                -
                (5,630,560)
                (5,630,560)Write-offs
                -
                -
                -
                -
                (192,675)
                -
                (1,688,480)
                (1,881,155)Balance
                    atDecember
                    31, 2004
                $2,366,046
                $
                    596,183
                $
                    242,605
                $
                    53,207
                $
                    718,524
                $
                    123,704
                $
                    1,034,625
                $
                    5,134,894
  
 **(a)**  **United
          States**
 
 **(i)**  **Pinson
          Property, Nevada**
 
 The
          Company entered an Exploration Agreement (“the agreement”), effective August 12,
          2004, with Pinson Mining Company (“Pinson”), a controlled subsidiary of Barrick
          Gold Corporation, wherein the Company may acquire up to 100% interest in
          the
          Pinson Mine Property, Humboldt County, Nevada. Pursuant to the terms of
          the
          agreement, the Company may acquire a 70% interest in the Pinson Property
          by
          spending US$12 million over four years with a commitment to spend US$1.5
          million
          (incurred) in the first year. Upon the Company acquiring a 70% interest
          and
          delivering a preliminary feasibility study, Pinson may elect to back-in
          to
          reacquire a 70% interest by spending an additional US$30 million on the
          project
          over a 3-year period, form a 70:30 joint venture with the Company; or sell
          its
          remaining 30% interest to the Company for US$15 million.
 
 The
          property is subject to net smelter return (“NSR”) royalties varying from 3.5% to
          7.5% on various claim groups within the property.
 
 **(ii)**  **Triple
          Junction and Dixie Fork Properties, Nevada**
 
 The
          Company acquired a 100% interest, subject to a 3% NSR royalty (uncapped),
          in the
          36 ‘Triple Junction’ lode claims and the 31 ‘Dixie Fork’ lode claims located in
          Elko county, Nevada, by paying US$35,000 in cash and issuing 100,000 common
          shares.
  **ATNA
              RESOURCES LTD.**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              the Years Ended December 31, 2005 and
              2004**
  
 **5.**  **MINERAL
          PROPERTIES** (Continued)
 
 **(a)**  **United
          States** (Continued)
 
 **(ii)**  **Triple
          Junction and Dixie Fork Properties, Nevada** (Continued)
 
 In
          an
          agreement dated September 7, 2004, the Company granted an option to Sage
          Gold
          Inc. (“Sage”) to earn up to a 70% interest in the Company’s Triple
          Junction/Dixie Fork gold project. Sage may earn a 55% interest in the properties
          by drilling 10,000 feet before November 2007, and may then elect to form
          a joint
          venture with the Company, or to increase its interest to 70% before forming
          a
          joint venture, by funding and completing a bankable feasibility
          study.
 
 **(iii)**  **Beowawe
          Properties, Nevada**
 
 During
          2002, the Company obtained an option to acquire a 100% interest, subject
          to a 3%
          royalty on gold revenue less US$15 per realized ounce, in the 95 Beowawe
          lode
          claims located at the north end of the Carlin Gold District in Nevada.
          To
          exercise the option, the Company has to pay to the optionor an aggregate
          of
          US$80,000 (paid) in cash, allot and issue to the optionor up to 150,000
          common
          shares in three separate tranches of 50,000 shares each (100,000 shares
          issued),
          and carry out a combined minimum 20,000 feet of exploratory drilling (7,140
          feet
          drilled) on the Golden Cloud and/or Beowawe properties prior to November
          6,
          2005. In consideration of a payment of US$50,000, the remaining required
          drilling has been reduced to 6,000 feet on or before November 6, 2006.
          Following
          exercise of the option, the Company will have to make annual advance royalty
          payments of US$50,000 and US$75,000, respectively, for the first two years
          and
          US$100,000 each subsequent year until the commencement of commercial production.
          A finder’s fee is payable to a third party, equal to 5% of the first US$500,000
          expenditures and payments made by the Company during the first two years
          of the
          agreement, and 3% of all expenditures and payments that are in excess of
          US$500,000 during the first two years of the agreement. The finder’s fee is
          capped at US$500,000.
 
 In
          an
          agreement dated March 26, 2003, the Company obtained an option to acquire
          a 100%
          interest in 40 acres of fee land adjacent to the main Beowawe claim group,
          subject to a 3% royalty on gold revenue which can be purchased for US$250,000
          or
          700 ounces of gold, whichever is greater, per percentage point. To exercise
          the
          option, the Company has to pay to the Optionor an aggregate of US$42,500
          (US$42,500 paid) in cash prior to December 1, 2006 and an annual minimum
          royalty
          of US$5,000 thereafter.
 
 In
          a
          separate agreement dated June 5, 2003, the Company obtained an exclusive
          lease
          and option to acquire a 100% interest in an additional 40 acres of fee
          land
          adjacent to the main Beowawe claim group, subject to a 1% NSR royalty.
          The lease
          agreement requires the Company to pay advance royalties of US$500 (paid)
          on
          signing the agreement, US$1,000 (paid) prior to June 2004 and US$2,000
          each
          subsequent year until the commencement of commercial production. The Company
          has
          the right to buy a 100% interest in the property, including surface and
          mineral
          rights, at any time for US$250,000.
  **ATNA
              RESOURCES LTD.**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              the Years Ended December 31, 2005 and
              2004**
  
 **5.**  **MINERAL
          PROPERTIES** (Continued)
 
 **(a)**  **United
          States** (Continued)
 
 **(iii)**  **Beowawe
          Properties, Nevada** (Continued)
 
 Pursuant
          to an agreement dated September 21, 2005, the Company granted an option
          to Apolo
          Gold and Energy Inc. (“Apolo”) to acquire a 55% interest in the property by
          completing the following:
 
 -
              Issuance
                  to the Company of 100,000 common shares of Apolo on execution of
                  the
                  agreement (received); -
              Issuance
                  to the Company of 50,000 common shares or payment of US$50,000
                  of Apolo on
                  the first anniversary of the agreement (US$50,000
                  received); -
              Incurring
                  exploration expenditures on the property of US$1,700,000 over a
                  four year
                  period. 
 **(iv)**  **Clover
          Property, Nevada**
 
 In
          an
          agreement dated March 11, 2003, the Company obtained an option to acquire
          a 100%
          interest in 22 claims known as the Clover property, subject to a 3% NSR
          royalty,
          which can be purchased for US$1,000,000 per percentage point. Terms of
          the
          agreement include cumulative total payments to the vendor of US$305,000
          (US$80,000 paid) prior to March 11, 2010. The Clover property is subject
          to a
          Finder’s Agreement dated February 10, 2003, amended April 22, 2003, whereby the
          Company agreed to pay a finder’s fee of US$5,000 (paid) upon execution of the
          acquisition agreement, and US$10,000 (paid) and US$20,000, respectively,
          for the
          first two years after the agreement and US$30,000 on each subsequent anniversary
          until the commencement of commercial production (US$20,000 paid). The Finder’s
          fee is capped at a maximum of US$500,000.
 
 The
          Company granted certain options on the Clover property and received US$50,000
          in
          option payments; these options were terminated subsequent to the year
          end.
 
 **(v)**  **Jarbidge
          Properties, Nevada**
 
 By
          an
          agreement dated December 5, 2003 the Company obtained an option to acquire
          a
          100% interest in the 127 Jarbidge claims located in Elko County, Nevada
          by
          paying a total of US$600,000 (US$35,000 paid) to the optionor by December
          5,
          2009 and incurring aggregate exploration expenditures of US$300,000 in
          stages by
          December 5, 2006. The property is subject to NSR royalities ranging from
          1.5-2.5%.
 
 On
          December 15, 2004, the Company signed a separate lease agreement and option
          to
          acquire 10 unpatented mining claims, subject to a 2.5% production royalty,
          adjacent to the Jarbidge claims. The Company must make lease payments totalling
          US$19,800 in stages to December 14, 2007 (US $4,200 paid) and annual payments
          of
          US$9,000 each year thereafter. The Company may purchase the property and
          the
          production royalty at any time for US$375,000.
  **ATNA
              RESOURCES LTD.**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              the Years Ended December 31, 2005 and
              2004**
  
 **5.**  **MINERAL
          PROPERTIES** (Continued)
 
 **(a)**  **United
          States** (Continued)
 
 **(v)**  **Jarbidge
          Properties, Nevada** (Continued)
 
 In
          an
          agreement dated February 4, 2005, the Company obtained a mining lease with
          an
          option for the partial purchase of a royalty on eight (8) patented mining
          claims
          adjacent to the main Jarbidge claim group, subject to a 5% production royalty.
          Fifty percent (50%) of the production royalty may be purchased for US$2
          million.
          The lease requires annual payments to the lessor by the Company totalling
          US$117,500 over the first eight (8) years of the agreement (an initial
 payment
          of US$5,000 was paid upon signing on February 4, 2005 and US$5,000 was
          paid
          during 2005). Thereafter, an annual minimum royalty of US$25,000 is payable
          on
          or before the anniversary date of the agreement.
 
 In
          an
          agreement dated February 4, 2005, the Company obtained an option to acquire
          a
          100% interest in six unpatented federal lode claims adjacent to the main
          Jarbidge claim group, subject to a 1.5% to 3.0% production royalty which
          varies
          with the price of gold sold. To exercise the option, the Company will pay
          to the
          Optionor an aggregate of US$19,500 during the first four years of the agreement
          (US $1,500 was paid upon signing on February 4, 2005). Thereafter, an annual
          advance royalty payment of US$6,000 is due on or before the anniversary
          date of
          the agreement until a total of US$500,000 is received by the owner.
 
 **(vi)**  **Searchlight
          Property, Nevada**
 
 In
          an
          agreement dated January 17, 2004, the Company purchased a 100% interest
          on the
          Searchlight property by the issuance of 30,000 common shares.
 
 **(vii)**  **Lone
          Pine Property, Arizona**
 
 The
          Company purchased a 100% interest in the three potential claims, subject
          to a 2%
          NSR royalty granted as a finder’s fee (capped at US$2,000,000), comprising the
‘Lone Pine’ property by making a cash payment of US$100,000.
 
 **(b)**  **Canada**
 
 **(i)**  **Wolverine
          Property, Yukon**
 
 The
          Company had a 40% joint venture interest in the Wolverine property with
          Yukon
          Zinc Corporation (“YZC”) (formerly Expatriate Resources Ltd.) as the property
          operator and owner of the remaining 60% interest.
 
 During
          the year ended December 31, 2004 the Company sold its interest to YZC for
          $2,000,000 cash and 10,000,000 units of YZC valued at $2,271,000. Each
          unit
          consisted of one common share and one half of a share purchase warrant;
          each
          whole warrant is exercisable to purchase one common share of YZC for a
          price of
          $0.32 for two years. The disposition resulted in a loss of $1,659,561;
          however,
          the Company maintains an NSR royalty of 4-10% indexed to the price of
          silver.
 
 **(ii)**  **Wolf
          Property, Yukon**
 
 The
          Company holds a 65.6% interest in 18 mineral claims; due to a lack of recent
          exploration work conducted on the claims, at December 31, 2004 the Company
          wrote
          its interest in the Wolf property down to a nominal amount.
 
 **5.**  **MINERAL
          PROPERTIES** (Continued)
 
 **(b)**  **Canada** (Continued)
 
 **(iii)**  **Marg
          Property, Yukon**
 
 The
          Company purchased a 2/3 joint venture interest in the Marg property by
          making a
          cash payment of $250,000. Cameco Corporation was the owner of the remaining
          1/3
          interest.
 
 During
          2004, the Company purchased Cameco’s stake in the Marg joint venture by making a
          cash payment of $80,000. On November 25, 2004, the Company entered into
          an
          option agreement with another party whereby that party can earn a 100%
          interest
          in the Marg Property by making total cash payments of $600,000 ($200,000
          received) and issuing 400,000 common shares (266,666 shares received) to
          the
          Company on or before December 8, 2007.
 
 **(iv)**  **Ecstall
          Property, British Columbia**
 
 The
          Company has a 100% interest in 23 Crown Granted Mineral claims (21 claims
          with
          mining rights and two claims with surface rights), subject to a 3% (reducible
          to
          2.5%) NSR royalty.
 
 **(v)**  **White
          Bull Property, British Columbia**
 
 The
          Company holds a 100% interest in 24 mineral claim units.
 
 **(c** )  **Chile**
 
 **(i)**  **Celeste
          Property**
 
 The
          Company holds a 100% interest in the Celeste property, subject to a 2%
          NSR
          royalty. A land-use fee of US$50 per hectare of surface, payable if the
          land is
          used for waste dump, fill leaching or ancillary mining facilities, also
          applies.
 
 **(ii)**  **Cachinal
          Property**
 
 The
          Company entered into an option agreement with Valencia Ventures (“Valencia”)
          wherein Valencia may earn up to 70% interest in the Company’s Cachinal de la
          Sierra property in Chile by making
          cash payments totaling CDN$95,000 (CDN$20,000 received) and spending
          CDN$1,500,000 within three years. During the year ended December 31, 2005,
          the
          property was written down to a nominal value.
 
 
 **(d)**  **Realization
          of assets**
 
 The
          investment in and expenditures on resource properties comprise a significant
          portion of the Company’s assets. Realization of the Company’s investment in
          these assets is dependent upon the establishment of legal ownership, the
          attainment of successful production from the properties or from the proceeds
          of
          their disposal.
 
 Resource
          exploration and development is highly speculative and involves inherent
          risks.
          While the rewards if an ore body is discovered can be substantial, few
          properties that are explored are ultimately developed into producing mines.
          There can be no assurance that current exploration programs will result
          in the
          discovery of economically viable quantities of ore.
 
 
 
 
 **5.**  **MINERAL
          PROPERTIES** (Continued)
 
 **(d)**  **Realization
          of assets** (Continued)
 
 Environmental
          legislation is becoming increasingly stringent and costs and expenses of
          regulatory compliance are increasing. The impact of new and future environmental
          legislation on the Company’s operations may cause additional expenses and
          restrictions.
 
 If
          the
          restrictions adversely affect the scope of exploration and development
          on the
          mineral properties, the potential for production on the property may be
          diminished or negated.
 
 
 **(e)**  **Environmental
          Expenditures**
 
 The
          operations of the Company may in the future be affected from time to time
          to
          varying degrees by changes in environmental regulations, including those
          for
          future removal and site restoration costs. Both the likelihood of new
          regulations and their overall effect upon the Company vary greatly and
          are not
          predictable. The Company’s policy is to meet or, if possible, surpass standards
          set by relevant legislation, by application of technically proven and
          economically feasible measures.
 
 Environmental
          expenditures that relate to ongoing environmental and reclamation programs
          are
          charged against earnings as incurred or capitalized and amortized depending
          on
          their future economic benefits. Estimated future removal and site restoration
          costs, when the ultimate liability is reasonably determinable, are charged
          against earnings over the estimated remaining life of the related business
          operation, net of expected recoveries
 
 
 **6.**  **SHARE
          CAPITAL**
 
 **(a)**  **Authorized:**
 
 An
          unlimited number of common shares without par value
 An
          unlimited number of preferred shares without par value
 
 **(b)
                    Issued**
                **No.
                    of Shares**
                
                **Amount**Balance
                    as at December 31, 2003
                30,194,667
                **$**
                36,524,790Issued
                    for cashPrivate
                    placement, net of issue costs
                7,280,000
                
                3,648,758Exercise
                    of warrants
                1,036,205
                
                458,460Exercise
                    of options, for cash
                410,000
                
                109,500Issued
                    for other considerationExercise
                    of options, for stock-based compensation
                -
                
                38,153For
                    mineral property
                30,000
                
                15,900Balance
                    as at December 31, 2004
                38,950,872
                
                40,795,561Issued
                    for cashPrivate
                    placement, net of issue costs (Note 6 (c)(i))
                6,500,000
                
                4,729,332Private
                    placement, net of issue costs (Note 6 (c)(ii))
                500,000
                
                398,775Exercise
                    of warrants
                8,538,195
                
                5,074,192Exercise
                    of options, for cash
                940,000
                
                243,225Issued
                    for other considerationExercise
                    of options, for stock-based compensation
                -
                
                45,026Balance
                    as at December 31, 2005
                55,429,067
                $
                51,286,111
 
 
 
 
 **6.**  **SHARE
          CAPITAL** (Continued)
 
 **(c)**
              **Private
                  Placements** 
 **(i)**
              On
                  August 3, 2005, the Company completed a brokered private placement
                  for the
                  issuance of 6,500,000 common shares at a price of $0.80 per share
                  for
                  gross proceeds of $5,200,000. The agents received a 6.5% cash commission
                  of $338,000 and 520,000 agents’ warrants to acquire 520,000 shares of the
                  Company at a price of $0.80 per share until August 3, 2006. The
                  Company
                  incurred cash share issuance costs in the amount of $20,000 and
                  issued
                  agents’ warrants valued at $105,003 (refer to Note 6(e)) in connection
                  with the private placement. **(ii)**
              On
                  August 11, 2005, the Company completed a non-brokered private placement
                  for the issuance of 500,000 common shares at a price of $0.80 per
                  common
                  share for gross proceeds of $400,000. The Company incurred share
                  issue
                  costs of $1,225 in connection with the private
                  placement. **(iii)**
              On
                  August 3, 2005, the Company completed a brokered private placement
                  for the
                  issuance of 6,500,000 common shares at a price of $0.80 per share
                  for
                  gross proceeds of $5,200,000. The agents received a 6.5% cash commission
                  of $338,000 and 520,000 agents’ warrants to acquire 520,000 shares of the
                  Company at a price of $0.80 per share until August 3, 2006. The
                  Company
                  incurred cash share issuance costs in the amount of $20,000 and
                  issued
                  agents’ warrants valued at $105,003 (refer to Note 6(e)) in connection
                  with the private placement. **(iv)**
              On
                  August 11, 2005, the Company completed a non-brokered private placement
                  for the issuance of 500,000 common shares at a price of $0.80 per
                  common
                  share for gross proceeds of $400,000. The Company incurred share
                  issue
                  costs of $1,225 in connection with the private
                  placement. 
 
 **(d)**
              **Stock
                  Options** 
 Stock
          options to purchase common shares have been granted to directors, employees
          and
          consultants of the Company at exercise prices determined with reference
          to the
          market value on the date of the grant. Under the Company’s Stock Option Plan,
          approved by the shareholders on April 14, 2005, the Company may grant stock
          options for the purchase of up to 5,000,000 common shares. Vesting of stock
          options is made at the discretion of the Board of Directors at the time
          the
          options are granted. At December 31, 2005, the Company had stock options
          outstanding for the purchase of 2,065,000 common shares, with an average
          remaining contractual life of 1.59 years, of which 1,577,500 stock options
          were
          exercisable at December 31, 2005.
 
 **Number
                    of**
                
                **Weighted
                    Average****Options**
                
                **Exercise
                    Price**Outstanding
                    at December 31, 2003
                1,680,000
                $
                0.25Exercised
                (410,000)
                
                0.27Cancelled/expired
                (50,000)
                
                0.45Granted
                865,000
                
                0.41Outstanding
                    at December 31, 2004
                2,085,000
                
                0.31Exercised
                (940,000)
                
                0.26Cancelled/expired
                (50,000)
                
                0.59Granted
                1,050,000
                
                0.67Outstanding
                    at December 31, 2005
                2,145,000
                $
                0.52
 
 The
          following summarizes the stock options outstanding at December 31,
          2005:
 
 **Number
                    of Shares**
                
                **Exercise
                    Price**
                **Expiry
                    Date**325,000
                $
                0.250
                June
                    16, 2006350,000
                
                0.500
                January
                    9, 2007350,000
                
                0.325
                April
                    20, 200740,000
                
                0.450
                July
                    5, 2007200,000
                
                0.590
                February
                    8, 2008775,000
                
                0.700
                April
                    18, 200825,000
                
                0.700
                May
                    31, 20082,065,000
 
 
 **6.**  **SHARE
          CAPITAL** (Continued)
 
 **(e)**  **Stock
          Based Compensation**
 
 During
          the year ended December 31, 2005, the Company granted stock options to
          directors, officers and employees to acquire up to an aggregate of 1,050,000
          common shares at exercise prices of $0.59 and $0.70 per share and the fair
          value
          of $148,866 has been recorded as an expense in these financial
          statements.
 
 The
          fair
          value of stock options used to calculate compensation expense and the fair
          value
          of agents’ warrants is estimated using the Black-Scholes Option Pricing Model
          with the following weighted average assumptions at December 31,
          2005:
 
 2005
                
                2004Risk-free
                    interest rate
                2.28%
                
                2.50%Expected
                    dividend yield
                -
                
                -Expected
                    stock price volatility
                50%
                    to 65%
                
                35%Expected
                    option life in years
                1
                    to 3
                
                3
 
 Option
          pricing models require the input of highly subjective assumptions, particularly
          as to the expected price volatility of the stock. Changes in these assumptions
          can materially affect the fair value estimate and therefore it is management’s
          view that the existing models do not necessarily provide a single reliable
          measure of the fair value of the Company’s stock option grants.
 
 **(f)**  **Warrants**
 
 At
          December 31, 2005, the Company had outstanding warrants to purchase an
          aggregate
          of 947,500 common shares as follows:
 
 Exercise
                Expiry
                Outstanding
                
                
                
                OutstandingPrice
                Date
                December
                    31, 2004
                Issued
                Exercised
                Expired
                December
                    31, 2005$
                0.740
                Sep
                    30, 2005
                710,000
                -
                650,000
                60,000
                -$
                0.450
                Sep
                    30, 2005
                2,783,715
                -
                2,783,715
                -
                -$
                0.425
                Sep
                    30, 2005
                343,820
                -
                343,820
                -
                -$
                0.450
                Sep
                    30, 2005
                309,910
                -
                298,660
                11,250
                -$
                0.700
                Dec
                    06, 2005
                3,640,000
                -
                3,640,000
                -
                -$
                0.600
                Dec
                    06, 2005
                728,000
                -
                728,000
                -
                -$
                0.800
                Aug
                    03, 2006
                -
                520,000
                94,000
                -
                426,000$
                1.550
                Dec
                    16, 2006
                -
                521,500
                -
                -
                521,5008,515,445
                1,041,500
                8,538,195
                71,250
                947,500
 
  **ATNA
              RESOURCES LTD.**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              the Years Ended December 31, 2005 and
              2004**
  
 **6.**  **SHARE
          CAPITAL** (Continued)
 
 **(g)**  **Contributed
          Surplus**
 
 **Amounts**Balance
                    as at December 31, 2003
                $
                94,576Stock
                    based compensation expense
                
                94,770Exercise
                    of stock options
                
                (38,153)Balance
                    as at December 31,2004
                $
                151,193Fair
                    value of agents’ warrants
                
                605,533Stock-based
                    compensation expense
                
                148,866Exercise
                    of stock options
                
                (45,026)Balance
                    as at December 31, 2005
                $
                860,566
 
 **7.**  **SPECIAL
          WARRANTS**
 
 The
          Company has issued special warrants pursuant to a brokered private placement
          for
          the issuance of 7,450,000 common shares at a price of $1.35 per share for
          proceeds of $8,736,833 after broker’s commission and other share issue costs,
          including 521,000 agents’ warrants exercisable at $1.55 for a one year period
          valued at $500,529 (refer to Note 6(e)). Each special warrant will convert
          to
          one common share upon qualification by a short form prospectus.
 
 Subsequent
          to December 31, 2005, the prospectus received regulatory approval and shares
          were issued, see Note 14.
  **8.**  **SUPPLEMENTARY
          CASH FLOW DISCLOSURES**
 
 Supplementary
          disclosure of non-cash financing activities:
 
 2005
                
                2004
                
                2003Significant
                    non-cash operating, investing andfinancing
                    activities:Operating
                    activitiesAmortization
                    recorded in deferred property costs
                $
                9,679
                $
                21,193
                $
                7,747Investing
                    activitiesMarketable
                    securities received for option payments
                $
                271,666
                $
                201,000
                $
                -Marketable
                    securities received for sale of property
                
                -
                
                2,271,000
                
                22,500$
                271,666
                $
                2,472,000
                $
                22,500Financing
                    activitiesShares
                    issued for property
                $
                -
                $
                15,900
                $
                99,950Share
                    issued in settlement of severance obligation
                
                -
                
                -
                
                175,175Fair
                    value of agents’ warrants issued
                
                605,533
                
                -
                
                -$
                605,533
                $
                15,900
                $
                275,125Other
                    cash flow informationInterest
                    received
                $
                386,299
                $
                119,315
                $
                69,167
 
 
 **9** .  **RELATED
          PARTY TRANSACTIONS**
 
 There
          were no related party transactions in 2005, 2004 or 2003.
 
 **10.**  **SEGMENTED
          INFORMATION**
 
 The
          Company’s principal operating segment is in the mineral exploration industry
          with assets by geographical segment as follows:
  2005
                  2005
                
                2004Canada
                $
                16,291,162
                $
                9,426,839Chile
                
                47,476
                
                128,074United
                    States
                
                17,407,563
                
                4,703,251$
                33,746,201
                $
                14,258,164
 
 
 **11.**  **COMMITMENT**
 
 The
          Company has a lease commitment for its office premises which expires June
          30,
          2010. The cost of the entire premises is shared amongst several companies
          in
          proportion to the area occupied. The Company’s proportionate share of annual
          rental payments under this arrangement is approximately $64,000.
 
 
 **12.**  **INCOME
          TAXES**
 
 At
          December 31, 2005, the Company has non-capital losses carried forward for
          Canadian income tax purposes totaling approximately Cdn$4.8 million, expiring
          in
          various periods from 2006 to 2015, and resource and other tax pools available
          to
          reduce Canadian taxable income that aggregate approximately $15.8 million
          at
          December 31, 2005 (2004 - $13.6 million). The Company also has net operating
          loss carry forwards and resource deductions totaling approximately $12.4
          million
          of U.S. income tax purposes which are currently being substantiated, and
          if not
          utilised to reduce U.S. taxable income in future periods, will expire in
          various
          periods through 2025.
 
  The
          reconciliation of income tax provision computed at statutory rates to the
          reported income tax provision is as follows:
 
 **2005**
                
                **2004**33.27%
                
                35.30%Income
                    tax expense (benefit) computed at statutory rates
                (467,003)
                
                (1,490,720)Temporary
                    differences not recognized (recognized)
                (127,396)
                
                (882,121)Non-deductible
                    differences
                176,749
                
                501,172Unrecognized
                    (recognized) tax losses
                417,650
                
                1,871,669Income
                    tax (expense) benefit per financial statements
                -
                
                -
 
 
 
 
 
 
 
 
 **12.**  **INCOME
          TAXES** (Continued)
  The
          significant components of the Company’s future income tax assets as at December
          31, 2005 and 2004 are as follows:
 
 **2005**
                
                **2004**Future
                    income tax assetsLosses
                    carried forward, Canada
                
                1,656,408
                
                1,380,291Losses
                    carried forward, United States
                
                3,725,881
                
                956,999Mineral
                    properties
                
                5,214,939
                
                5,331,713Equipment
                
                57,952
                
                56,414Share
                    issuance costs
                
                443,457
                
                74,08111,098,637
                
                7,799,498Valuation
                    allowance
                
                (11,098,637)
                
                (7,799,498)Future
                    income taxes, net
                
                -
                
                -
 
 
 **13.**
                **DIFFERENCES
                    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                    PRINCIPLES (GAAP)**
  **Resource
          Property Costs**
 
 Under
          Canadian GAAP, mineral exploration expenditures may be deferred on prospective
          properties until such time as it is determined that further exploration
          is not
          warranted, at which time the property costs are written-off. Under U.S.
          GAAP,
          all exploration expenditures must be expensed until an independent feasibility
          study has determined that the property is capable of economic commercial
          production. The following items (a) to (d) provide a summary of the impact
          on
          the Company’s balance sheets and statements of operations and deficit that would
          result from the application of US accounting principles to resource property
          costs:
 2005
                
                2004
                
                2003**(a)****Assets**Resource
                    PropertiesResource
                    properties following Canadian GAAP
                $
                16,652,809
                $
                5,134,894
                $
                9,736,561Less
                    deferred exploration costs
                
                (16,652,809)
                
                (5,134,894)
                
                (9,736,561)Resource
                    properties following U.S. GAAP
                $
                -
                $
                -
                $
                -**(b)****Operations**Net
                    loss following Canadian GAAP
                $
                (1,203,836)
                $
                (4,522,611)
                $
                (1,764,935)Property
                    costs expensed under U.S. GAAP - net
                
                (11,833,724)
                
                (2,910,049)
                
                (784,698)Deferred
                    property costs written-off under
                  Canadian
                    GAAPCanadian
                    GAAP
                
                315,809
                
                1,881,155
                
                743Net
                    proceeds received on sale of property
                
                -
                
                3,971,000
                
                -Loss
                    on property sold under Canadian GAAP
                
                -
                
                1,659,561
                
                -Net
                    income (loss) under U.S. GAAP
                $
                (12,721,751)
                $
                79,056
                $
                (2,548,890)
 
 **13.**
                **DIFFERENCES
                    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                    PRINCIPLES (GAAP)**(Continued)
  **Resource
          Property Costs** (Continued)
 
 **(c)****Deficit**Closing
                    deficit under Canadian GAAP
                $
                (28,863,614)
                $
                (27,659,778)
                $
                (23,137,167)Adjustment
                    to deficit for exploration expenditures
                
                (16,652,809)
                
                (5,134,894)
                
                (9,736,561)of
                    prior years written-off under U.S. GAAPClosing
                    deficit under U.S. GAAP
                $
                (45,516,423)
                $
                (32,794,672)
                $
                (32,873,728)**(d)****Earnings
                    (loss) per share under U.S. GAAP**Earnings
                    (loss) per share
                $
                (0.28)
                $
                0.01
                $
                (0.11)
 
 
 **(e)**   **Stockholders’
          Equity**
 
 **(i)**  **Accumulated
          Other Comprehensive Income**
 
 Under
          SFAS 130, the Company is now required to record certain gains and losses
          as a
          component of Stockholder’s Equity, with the current changes in the component
          balances comprising the balance sheet figure disclosed in a separate statement
          or in a financial statement note. The only item in the Company’s financial
          statements impacting Comprehensive Income is the unrealized gains on the
          Company’s marketable securities.
 
 The
          following provides the continuity of Accumulated Other Comprehensive Income
          or
          Loss under US GAAP:
 
 Accumulated
                    Other Comprehensive Income - December 31, 2003
                $
                18,650Other
                    Comprehensive Income - 2004
                
                918,502Accumulated
                    Other Comprehensive Income - December 31, 2004
                
                937,152Other
                    Comprehensive Income - 2005
                
                78,875Realized
                    Proceeds included in previous years’ Comprehensive Income
                
                (937,152)Accumulated
                    Other Comprehensive Income - December 31, 2005
                $
                78,875
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 **13.**
                **DIFFERENCES
                    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                    PRINCIPLES (GAAP)**(Continued)
 
 ( **ii)**  **Marketable
          Securities**
 
 Under
          Canadian GAAP, no write-down to market value is required if an investment
          is
          considered by management to be held for the long-term, unless there has
          been an
          other-than-temporary decline in the value of that investment. Under US
          SFAS 115,
          the investments held by the Company are considered to be “available for sale
          securities” and are required to be reported at fair value, with any unrealized
          holding gains and losses included in current Other Comprehensive Income,
          a
          component of Stockholders’ Equity.
 
 The
          following provides a reconciliation to US GAAP of a pro-forma application
          of
          SFAS 115 to these financial statements:
 
 2005
                
                2004Investments
                    under Canadian GAAP
                $
                493,405
                $
                2,411,483Other
                    Comprehensive Income under U.S. GAAP - 2003
                
                18,650
                
                18,650Other
                    Comprehensive Income under U.S. GAAP - 2004
                
                918,502
                
                918,502Other
                    Comprehensive Income under U.S. GAAP - 2005
                
                78,875
                
                -Realized
                    proceeds included in previous years’
                  Comprehensive
                    Income under U.S. GAAP
                
                (937,152)
                
                -Investments
                    under US GAAP
                $
                572,280
                $
                3,348,635
 
 
 **14.**  **CERTAIN
          COMPARATIVE FIGURES AND CORRECTION OF ERROR**
 
 Certain
          comparative figures have been reclassified to conform to the current year’s
          presentation, and have also been adjusted to increase accounts payable
          by
          $300,000, with an offsetting increase in the loss on sale of resource
          properties.
 
 **15.**  **SUBSEQUENT
          EVENTS**
  In
          addition to items disclosed elsewhere in these notes, the following occurred
          during the period subsequent to December 31, 2005:
 
 **(a)**
                On
                    January 30, 2006, the Company granted stock options to employees
                    for the
                    purchase of up to 890,000 common shares at a price of $2.01 per
                    share to
                    January 30, 2009.
 
 **(b)**  On
          February 2, 2006, the Company completed a special warrant brokered private
          placement of 7,450,000 common shares at a price of $1.35 per share for
          gross
          proceeds of $10,057,500. An aggregate of 521,500 Agents’ Warrants to purchase up
          to 521,500 common shares at a price of $1.55 per share for a period of
          one year
          were granted to agents of the financing. Fees totalling $653,737 and other
          share
          issue costs of approximate $185,000 were paid in connection with the
          financing.
 
 **(c)**
                On
                    February 8, 2006 and February 21, 2006, the Company exercised
                    an aggregate
                    of 5,000,000 share purchase warrants of Yukon Zinc Corp. at a
                    price of
                    $0.32 per share and received 5,000,000 shares of Yukon Zinc Corp
                    and
                    460,000 shares of Pacifica Resources Ltd. The Company sold 4,700,000
                    shares of Yukon Zinc Corp. and 441,964 shares of Pacifica Resources
                    Ltd.
                    for net proceeds of $1,573,634.
 
 
 
 
 **15.**  **SUBSEQUENT
          EVENTS** (Continued)
 
 **(d)**  Subsequent
          to December 31, 2005, the Company issued 280,000 common shares for proceeds
          of
          $75,625 pursuant to the exercise of stock options and 399,570 common shares
          for
          proceeds of $340,079 pursuant to the exercise of warrants.