**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**





**Description
      of Business and Report Date**




Atna
      Resources Ltd. (the “Company”) is engaged in the exploration, development and
      production of gold properties located primarily in the United States. The
      Company also has properties in Canada and Chile. The Company is a reporting
      issuer in British Columbia, Alberta, Ontario and Nova Scotia and trades on
      the
      TSX Exchange under the symbol “ATN”. The
      following discussion and analysis of the financial position and results of
      operations for the Company speaks only as to March 25, 2008 (the “Report Date”)
      and should be read in conjunction with the audited consolidated financial
      statements and the notes thereto for the year ended December 31, 2007, which
      have been prepared in accordance with Canadian generally accepting accounting
      principles.





Additional
      information relating to the Company, including audited financial statements
      and
      the notes thereto for the years ended December 31, 2007 and 2006, can be viewed
      on SEDAR at www.sedar.com .





**Exploration
      and Acquisition Activities**





**Highlights**





·
            Merger
                agreement signed with Canyon
                Resources.


o
            Creates
                a multimillion ounce gold company with near term
                production.


o
            Exceptional
                management team with proven skills and
                experience


o
            Strong
                portfolio of gold development, exploration and royalty
                properties.


o
            focus
                in the Western USA, particularly
                Nevada.


·
            Pinson
                Mining Company (Barrick) has expended US$5.9 million of their US$30
                million back-in obligation at
                Pinson.


·
            Yamana
                Gold (Meridian) intersects gold in drill program at
                Clover.





**Exploration
      Activities**





***Atna
      - Canyon Resources Merger***





An
      Agreement and Plan of Merger between Atna Resources Ltd. and Canyon Resources,
      Inc. was signed November 16, 2007 and finalized on March 18, 2008. The merger
      with Canyon creates a multi-million ounce gold company highly leveraged to
      the
      price of gold and brings the Company a step closer to its goal of gold
      production. The Briggs Mine, Inyo County, California, produced over 550,000
      ounces of gold from 1996 until closure in 2004. In February 2008, the Briggs
      mine feasibility study was updated. The property is fully permitted and will
      be
      fast tracked to restart production at a rate of about 35,000 ounces per year,
      subject to available financing. Recent drilling indicates additional exploration
      potential that may increase the resource and the potential production rate.
      The
      Reward Project, Nye County, Nevada has a completed feasibility study and is
      at
      an advanced stage of mine permitting. Reward could be brought into production
      at
      an annual rate of about 35,000 ounces per year by mid 2009, subject to
      completion of permitting and financing.





The
      combined exploration, development, and royalty portfolios of the companies
      further enhance the potential for cash flow, discovery, and growth.





Atna’s
      board and management team will be augmented with key players from Canyon. The
      complimentary talents and experience from both companies will provide the
      necessary technical oversight and governance to ensure the successful
      transformation of Atna into a junior gold producer.





***Pinson
      Property, Nevada***





Pinson
      Mining Company (“PMC”), an affiliate of Barrick Gold Corporation, commenced
      material work at the Pinson project in August 2007. Dewatering resumed in August
      and underground crews mobilized in January, 2008. Underground utilities and
      ventilation have been re-established and additional ground support including
      rib
      bolts and shotcrete have been installed throughout the existing workings.
      Drifting began the week of February 18, 2008 extending the 4780-level drift
      to
      establish new drill stations for further resource definition of the Range Front
      gold mineralization. The 4780-level drift will also be extended to establish
      a
      secondary escape way (required for production mining to commence). Additional
      work planned by PMC includes continuing the decline established by Atna to
      the
      Ogee zone providing mining access and diamond drill stations and to establish
      new workings at the 4400-level for deeper drilling in the Range Front and Ogee
      zones. This phase of development is expected to entail installation of
      approximately 6,500 linear feet of new underground workings.








**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**





Surface
      drilling continues with three core drills and one reverse circulation rotary
      drill as PMC continues to conduct definition drilling in the CX, CX-West, and
      Range Front zones while new underground drill stations are prepared. Through
      the
      end of December, PMC has completed 34,227 feet of drilling in 40 drill holes
      (23,514 feet of reverse circulation rotary and 10,713 feet of core). Assays
      continue to lag behind the drilling with nearly 15% of the drilled footage
      awaiting analytical results - 50% of that core (4,889 feet of drilling have
      assays pending).





Early
      results from the program are encouraging and support Atna’s 2007 resource
      calculation for the project. Early highlights from the drilling program are
      as
      follows:





**Range
      Front, Ogee, and CX-West Zones**


**Drill
                Hole Number**
            
            **From (ft)**
            
            **To (ft)**
            
            **Length (ft)**
            
            **Gold (oz/t)**
            
            **Zone**BRFC-002(1)
            
            
            445.0
            
            
            485.0
            
            
            40.0
            
            
            0.049
            
            
            Range
                Front – south of resource envelopeincluding
            
            
            445.0
            
            
            450.0
            
            
            5.0
            
            
            0.181BRFC-003(1)
            
            
            573.0
            
            
            598.0
            
            
            25.0
            
            
            0.037
            
            
            Range
                Front – south of resource envelopeBRFC-007(2)
            
            
            210.0
            
            
            230.0
            
            
            20.0
            
            
            0.069
            
            
            Range
                Front
              (hanging
                wall)BRFC-009(2)
            
            
            60.0
            
            
            80.0
            
            
            20.0
            
            
            0.599
            
            
            CX-West
                (RC)BRFC-010(2)
            
            
            245.0
            
            
            300.0
            
            
            55.0
            
            
            0.299
            
            
            CX-West
                (RC)BRFC-019(3)
            
            
            375.0
            
            
            405.0
            
            
            30.0
            
            
            0.352
            
            
            Ogee
                (RC)including
            
            
            380.0
            
            
            400.0
            
            
            20.0
            
            
            0.497BRFC-020a(3)
            
            
            445.0
            
            
            460.0
            
            
            15.0
            
            
            0.131
            
            
            Range
                Front
              (hanging
                wall)BRFC-022(4)
            
            
            650.0
            
            
            740.0
            
            
            90.0
            
            
            0.284
            
            
            Range
                Front
              (hanging
                wall)including
            
            
            650.0
            
            
            665.0
            
            
            15.0
            
            
            0.867including
            
            
            700.0
            
            
            720.0
            
            
            20.0
            
            
            0.540BRFC-023(3)
            
            
            630.0
            
            
            640.0
            
            
            10.0
            
            
            0.128
            
            
            Range
                Front
              (hanging
                wall)and
            
            
            675.0
            
            
            695.0
            
            
            20.0
            
            
            0.215
            
            
            Range
                Front
              (hanging
                wall)including
            
            
            675.0
            
            
            685.0
            
            
            10.0
            
            
            0.343


(1) Core-tail
      completed; assays complete.


(2) Core-tail
      completed; assays complete on pre-collar; assays pending on
      core-tail.


(3) Pre-collar
      RC only, core-tail not yet completed; pre-collar assays complete.


(4) Hole
      deviated and would have twinned existing hole. Core-tail not
      planned.





**CX
      Zone**





PMC
      is
      conducting definition drilling in the CX zone and has completed 8 pre-collar
      RC
      holes with 5 core tails. Assays have been received from only one of the
      completed core-tails: hole number BCXC-018 cut 11.8 feet grading 0.236 oz/ton
      gold in the core-tail, confirming this area within the CX resource shell. Three
      of the pre-collar holes deviated from the planned path and no core-tails will
      be
      done, as they would only twin existing core holes.


-2-





**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**





**Drill
                Hole Number**
            
            **From (ft)**
            
            **To (ft)**
            
            **Length (ft)**
            
            **Gold (oz/t)**
            
            **Zone**BCXC-018(1)
            
            
            1060.2
            
            
            1120.6
            
            
            60.4
            
            
            0.097
            
            
            CXincluding
            
            
            1060.2
            
            
            1072.0
            
            
            11.8
            
            
            0.236






(1)
            Core-tail
                completed; assays complete.





Atna
      owns
      a 70% interest in the property and Pinson Mining Company (PMC) owns 30%. PMC
      may
      reverse the party’s interests by spending US$30 million on further work to
      advance and develop the property before April 6, 2009. PMC reported project
      expenditures through Januay 31, 2008 of approximately $5.9 million.





***Jarbidge
      Property, Nevada***





Atna
      carried out 12,798.8 feet of drilling on the Jarbidge property and subsequently
      decided to terminate the option interests at the project in March 2008. Most
      of
      the properties were reconveyed to the underlying owners.





***Clover***





Atna’s
      venture partner, Yamana Gold, commenced drilling activities at the project
      in
      November 2007. Yamana completed seven (7) drill holes totaling 5,320 feet before
      suspending the program due to winter weather conditions. The holes ranged in
      depth from 600 feet to 915 feet and were inclined at various angles to cut
      the
      structural zones thought to host the gold and silver mineralization. Yamana
      is
      expected to resume drilling in the spring of 2008, when weather permits.





The
      following table summarizes significant results from the Yamana/Clover drill
      program:





Drill
                hole
            
            From (feet)
            
            To (feet)
            
            Length (feet)*
            
            oz/ton Au
            
            oz/ton AgCV001
            
            
            810
            
            
            815
            
            
            5
            
            
            0.004
            
            
            1.58and
            
            
            850
            
            
            860
            
            
            10
            
            
            0.002
            
            
            1.52CV004
            
            
            550
            
            
            560
            
            
            10
            
            
            0.031
            
            
            0.08CV005
            
            
            440
            
            
            470
            
            
            30
            
            
            0.031
            
            
            0.05including
            
            
            465
            
            
            470
            
            
            5
            
            
            0.110
            
            
            0.22CV006
            
            
            590
            
            
            660
            
            
            70
            
            
            0.190
            
            
            0.31including
            
            
            590
            
            
            625
            
            
            35
            
            
            0.321
            
            
            0.54including
            
            
            600
            
            
            605
            
            
            5
            
            
            1.581
            
            
            0.81CV007
            
            
            415
            
            
            575
            
            
            160
            
            
            0.012
            
            
            1.43including
            
            
            415
            
            
            485
            
            
            70
            
            
            0.014
            
            
            3.19or
            
            
            415
            
            
            440
            
            
            25
            
            
            0.031
            
            
            7.97


*Intercept
      lengths do not represent true widths of the mineralized zones. Insufficient
      information currently exists in the areas of the mineralized intercepts to
      determine accurately the true widths.





The
      Clover prospect is a low-sulphidation, vein-hosted, epithermal gold prospect
      located in Nevada’s Midas mining district within the prospective Northern Nevada
      Rift. Clover’s geologic setting is similar to Newmont’s Ken Snyder (Midas) mine
      (1999 published reserves of 2.8 M tons averaging 1.01 oz/ton Au, 11.6 oz/ton
      Ag). Clover has several targets that require follow-up work including a
      geophysical anomaly in the Jake Creek structural corridor near the occurrence
      of
      high-grade (0.90 oz/ton Au) gold bearing float and high-grade gold intersections
      from previous drilling (0.74 oz/ton Au over 31.8 ft., 0.23 oz/ton Au over 25
      ft., and 0.29 oz/ton Au over 10 ft.).





Yamana
      may earn a 51% interest in the Clover property by incurring exploration
      expenditures of US$3,300,000 and making payments to Atna totaling $635,000
      before June 19, 2010. Yamana may elect to increase its interest to 70% by
      completing a prefeasibility study within 30 months of vesting its initial 51%
      interest in the project.





**Selected
      Annual Information**





Selected
      annual information from the audited financial statements for the years ended
      December 31, 2007, 2006, and 2005 is summarized in the table
      below.


-3-





**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**





**Year End**
            
            **2007($)**
            
            **2006($)**
            
            **2005($)**Total
                revenues
            
            
            Nil
            
            
            Nil
            
            
            NilGeneral
                and administrative expenses
            
            
            2,499,713
            
            
            2,642,354
            
            
            1,537,754Loss
                for the year
            
            
            5,277,423
            
            
            727,509
            
            
            1,203,836Basic
                and diluted loss per share
            
            
            0.08
            
            
            0.01
            
            
            0.03Working
                capital
            
            
            10,570,757
            
            
            13,927,357
            
            
            14,998,365Total
                assets
            
            
            29,496,515
            
            
            33,832,542
            
            
            33,746,201Total
                long-term liabilities
            
            
            Nil
            
            
            Nil
            
            
            NilTotal
                shareholders’ equity
            
            
            28,421,046
            
            
            33,050,634
            
            
            32,019,896Cash
                dividends per share
            
            
            Nil
            
            
            Nil
            
            
            NilNumber
                of shares issued and outstanding
            
            
            64,722,588
            
            
            64,176,838
            
            
            55,429,067





**Results
      of Operations**





During
      the year, the Company incurred exploration expenditures of $2,096,155 (2006
      -
      $3,659,090; 2005 - $12,126,554). Costs were attributed to exploration
      expenditures of $81,097 on the Pinson property with cost recoveries of ($47,036)
      and asset retirement obligations of $65,700; exploration and acquisition
      expenditures of $1,464,395 on the Jarbidge property with asset obligations
      of
      $60,000 and write-offs of $2,999,807; exploration and acquisition expenditures
      of $304,831 on the Beowawe property with asset obligations of $7,000 and
      write-offs of ($330,193); exploration and acquisition expenditures of $110,316
      on the Clover property with option payments received of ($80,580); and
      exploration and acquisition expenditures of $135,516 on other properties located
      in the USA, Chile and Canada with cost recoveries of ($365,885), option payment
      received of ($191,155) and write-offs of ($57,333).





During
      the year, the Company incurred an operating loss of $5,277,423 (2006 - $727,509;
      2005 - $1,203,836; 2004) resulting in a basic and diluted loss per share of
      $0.08 (2006 - $0.01; 2005 - $0.03). The operating loss was comprised of general
      and administrative expenses of $2,499,713 (2006 - $2,642,354; 2005 -
      $1,537,754). The increase in general and administrative expenses was primarily
      attributed to the following items: (i) an increase in investor relations costs
      to $352,590 (2006 - $294,959; 2005 - $84,503) as a result of increased investor
      relations activities partially related to the Canyon merger; (ii) an increase
      in
      exploration and business development costs to $453,855 (2006 - $249,904; 2005
      -
      $84,503) as a result of the Company’s ongoing investigation of merger and
      acquisition opportunities; (iii) an increase in office and miscellaneous costs
      to $230,820 (2006 - $140,588; 2005 - $178,123) as a result of increased filing
      fees, management fees and telephone/fax costs which all components of office
      and
      miscellaneous costs; and (iv) an increase in insurance costs to $84,737 (2006
      -
      $49,741; 2005 - $18,109) as a result of increased costs for directors’ and
      officers’ liability insurance and general liability insurance.





During
      the year, the Company incurred other expenses and income comprised primarily
      of
      the following: (i) an increased loss for foreign exchange, a non-cash item,
      to
      ($125,455) (2006 - ($4,057); 2005 - $39,395) as a result of the fluctuation
      in
      the U.S. dollar exchange rate; (ii) an
      increase in gain on resource properties to $134,950 (2006 - Nil; 2005 - Nil)
      as
      a result of the sale of the Lone Pine property; an increase in the write-off
      of
      accounts receivable to ($187,778) (2006 - Nil; 2005 - Nil) resulting from the
      Beowawe property; and (iv) an increase on the write-down of resource properties
      to ($3,387,333) (2006 - ($122,357); 2005 - ($315,809)) as a result of the
      write-off of the Beowawe and Jarbidge properties.





During
      the year, investment
      and miscellaneous income increased to $511,237 (2006 - $543,053; 2005 -
      $386,406).


-4-





**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**





**Summary
      of Quarterly Results and Fourth Quarter Review**





Results
      for the eight most recent quarters ending with the last quarter for the three
      months ending on December 31, 2007 are summarized in the table
      below.


**Three
                  months ended**
              
              **Dec-07**
              
              **Sep-07**
              
              **Jun-07**
              
              **Mar-07**Revenue
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              NilGeneral
                  and administrative expenses
              
              
              926,008
              
              
              347,542
              
              
              407,536
              
              
              818,627Loss
                  (gain) for the period
              
              
              3,274,965
              
              
              610,613
              
              
              672,051
              
              
              719,794Basic
                  and diluted loss per share
              
              
              0.08
              
              
              0.01
              
              
              0.01
              
              
              0.01Total
                  assets
              
              
              29,496,515
              
              
              32,464,491
              
              
              32,950,760
              
              
              33,648,418Exploration
                  expenditures
              
              
              600,833
              
              
              706,380
              
              
              556,182
              
              
              232,760


**Three
                  months ended**
              
              **Dec-06**
              
              **Sep-06**
              
              **Jun-06**
              
              **Mar-06**Revenue
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              NilGeneral
                  and administrative expenses
              
              
              459,688
              
              
              467,766
              
              
              675,376
              
              
              1,039,524Loss
                  (gain) for the period
              
              
              530,090
              
              
              107,832
              
              
              679,989
              
              
              (590,402
              )Basic
                  and diluted loss per share
              
              
              0.01
              
              
              0.01
              
              
              0.01
              
              
              0.01Total
                  assets
              
              
              33,832,542
              
              
              33,871,048
              
              
              33,870,586
              
              
              34,736,899Exploration
                  expenditures
              
              
              615,394
              
              
              370,458
              
              
              1,286,831
              
              
              1,180,399





During
      the fourth quarter of 2007, the Company incurred a loss of $3,274,965. The
      loss
      included the write-off of mineral properties during the quarter in the amount
      of
      $3,064,140. During the fourth quarter of 2007, the Company incurred $600,833
      in
      exploration expenditures, primarily on the Jarbidge property.




**Liquidity
      and Capital Resources**





At
      December 31, 2007, the Company had cash, cash equivalents and temporary
      investments totaling $10,557,552 (2006 - $13,517,024; 2005 - $15,824,879) and
      working capital of $10,570,757 (2006 - $13,927,357; 2005 - $14,998,365). The
      Company considers its existing working capital to be sufficient to fund property
      maintenance, administrative overhead and exploration expenditures for at least
      the next twelve months.





At
      December 31, 2007, the Company had a shared lease commitment for its office
      premises which expires June 30, 2010. The Company’s proportionate share of
      annual rental payments under the arrangement is approximately $64,000. Aside
      from the rental lease commitment, the company has no off-balance sheet
      arrangements or long-term obligations at December 31, 2007 as the majority
      of
      the Company’s property expenditures were of a discretionary nature with the
      majority of expenditures falling under the responsibility of joint venture
      partners.





The
      Company has financed its operations and capital expenditures through the sale
      of
      its equity securities and from the proceeds of the sale of marketable
      securities. The Company expects to obtain financing in the future primarily
      through equity financing. There can be no assurance that the Company will
      succeed in obtaining additional financing, now or in the future. However,
      the Company has been successful to date in arranging financing and management
      is
      of the opinion that it will continue to do so.





**Related
      Party Transactions**





During
      the year, the Company had no related party transactions.


-5-





**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**





**Financing
      and Investing Activities**





During
      the year, the Company received proceeds of $283,595 (2006 - $286,125; 2005
      -
      $243,225) from the exercise of stock options.





**Financial
      Instruments**





The
      fair
      value of the Company’s cash, accounts receivable and accounts payable is
      estimated to approximate their carrying values. It is management’s opinion that
      the Company is not exposed to significant interest, currency, or credit risk
      arising from these financial statements.





***Outstanding
      Share Data***





**No. of Shares**
            
            **Exercise Price**
            
            **Expiry Date**Issued
                & Outstanding shares at December 31, 2007
            
            
            64,722,588
            
            
            n/a
            
            
            n/aIssued
                after December 31, 2007:Employees
                Stock Options
            
            
            150,000
            
            
            $0.70
                - $2.01
            
            
            Apr
                18/08 - Jan 24/11Issued
                and Outstanding shares at March 25, 2007
            
            
            64,872,588
            
            
            n/a
            
            
            n/a




Note:
      Up
      to 17,114,238 common shares will be made issuable as a result of the Canyon
      merger transaction.




***Stock
      Options***




The
      following summarizes the stock options outstanding at March 25, 2008
      (post-merger):





**Number
                of Shares**
            
            **Exercise
                Price**
            
            **Expiry
                Date**700,000
            
            
            0.70
            
            
            April
                18, 2008690,000
            
            
            2.01
            
            
            January
                31, 200925,000
            
            
            1.28
            
            
            July
                7, 2009872,300
            
            
            1.36
            
            
            January
                11, 2010900,000
            
            
            1.36
            
            
            January
                24, 2011832,640
            
            
            1.32
            
            
            March
                18, 20124,019,940
            
            
            1.32
                Weighted-average





***Warrants***




The
      following summarizes the warrants outstanding at March 25, 2008
      (post-merger):





**Number of Shares**
            
            **Exercise Price**
            
            **Expiry Date**811,765
            
            
            US$2.00
            
            
            October
                17, 200873,920
            
            
            US$2.38
            
            
            December
                1, 2008564,961
            
            
            US$4.06
            
            
            December
                1, 2008987,360
            
            
            US$4.96
            
            
            June
                1, 20092,435,294
            
            
            US$2.20
            
            
            May
                25, 20114,873,300
            
            
            US$2.94
                Weighted-Average


-6-





**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**




***Convertible
      Debentures***




Post-merger
      Atna assumed US$825,000 of 6% convertible debentures from Canyon. The debentures
      are convertible by holders into common shares of Atna at any time before March
      1, 2011 at a conversion rate of US$4.31 per share for a total of 191,415 common
      shares.





**Disclosure
      and Internal Controls and Procedures**





Management
      is responsible for establishing and maintaining disclosure controls and
      procedures for the Company. Based on an evaluation of the Company’s disclosure
      controls and procedures as of the end of the period covered by this MD&A,
      management believes such controls and procedures are effective in providing
      reasonable assurance that material items requiring disclosure are identified
      and
      reported in a timely manner.





Management
      is also responsible for the design of internal controls over financial reporting
      to provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements. There has been no change in the
      Company’s internal control over financial reporting that occurred during the
      Company’s most recent interim period that has materially affected, or is
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting.





**Corporate
      Governance**





Management
      of the Company is responsible for the preparation and presentation of the annual
      financial statements and notes thereto, MD&A and other information contained
      in this annual report. Additionally, it is Management’s responsibility to ensure
      the Company complies with the laws and regulations applicable to its
      activities.





The
      Company’s management is held accountable to the Board of Directors
      (“Directors”), each member of which has in the past been elected annually on a
      three-year rotation by the shareholders of the Company. Subject to shareholder
      approval, it is proposed that the Articles of the Company be amended such that
      the term of office of each Director will expire each year at the annual general
      meeting. The Directors are responsible for reviewing and approving the annual
      audited financial statements and MD&A. Responsibility for the review and
      approval of the Company’s quarterly unaudited interim financial statements and
      MD&A is delegated by the Directors to the Audit Committee, which is
      comprised of four directors, all of whom are independent of management.
      Additionally, the Audit Committee pre-approves audit and non-audit services
      provided by the Company’s auditors.





The
      auditors are appointed annually by the shareholders to conduct an audit of
      the
      financial statements in accordance with generally accepted auditing standards.
      The external auditors have complete access to the Audit Committee to discuss
      the
      audit, financial reporting and related matters resulting from the annual audit
      as well as assist the members of the Audit Committee in discharging their
      corporate governance responsibilities.





**Changes
      in Accounting Policies**





Effective
      January 1, 2007, the Company adopted the following new accounting standards
      issued by the Canadian Institute of Chartered Accountants (“CICA”) relating to
      financial instruments. These new standards have been adopted on a prospective
      basis with no restatement to prior period financial statements:





Financial
      Instruments – Recognition and Measurement (Section 3855). This
      standard sets out criteria for the recognition and measurement of financial
      instruments for fiscal years beginning on or after October 1, 2006. This
      standard requires all financial instruments within its scope, including
      derivatives, to be included on a Company’s balance sheet and measured either at
      fair value or, in certain circumstances when fair value may not be considered
      most relevant, at cost or amortized to cost. Changes in fair value are to be
      recognized in the statements of operations and comprehensive
      income.





All
      financial assets and liabilities are recognized when the Company becomes a
      party
      to the contract creating the item. As such, any of the Company’s outstanding
      financial assets and liabilities at the effective date of adoption are
      recognized and measured in accordance with the new requirements as if these
      requirements had always been in effect. Any changes to the fair values of assets
      and liabilities prior to January 1, 2007 are recognized by adjusting opening
      deficit or opening accumulated other comprehensive income.


-7-





**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**





All
      financial instruments are classified into one of the following five categories:
      held for trading, held-to-maturity, loans and receivables, available-for-sale
      financial assets, or other financial liabilities. Initial and subsequent
      measurement and recognition of changes in the value of financial instruments
      depends on their initial classification:





Held-to-maturity
      investments, loans and receivables, and other financial liabilities are
      initially measured at fair value and subsequently measured at amortized cost.
      Amortization of premiums or discounts and losses due to impairment are included
      in current period net earnings.





Available-for-sale
      financial assets are measured at fair value. Revaluation gains and losses are
      included in other comprehensive income until the asset is removed from the
      balance sheet.





Held
      for
      trading financial instruments are measured at fair value. All gains and losses
      are included in net earnings in the period in which they arise.





All
      derivative financial instruments are classified as held for trading financial
      instruments and are measured at fair value, even when they are part of a hedging
      relationship. All gains and losses are included in net earnings in the period
      they arise.





In
      accordance with this new standard, the Company has classified its financial
      instruments as follows:





Marketable
      securities and investments are classified as available-for-sale securities.
      Such
      securities are measured at fair market value in the consolidated financial
      statements with unrealized gains or losses recorded in comprehensive income
      (loss). At the time securities are sold or otherwise disposed of, gains or
      losses are included in net earnings (loss).





The
      Company’s royalty agreement with Yukon Zinc Corp. is considered a derivative
      financial instrument under the new accounting standard and consequently is
      classified as held for trading and is measured at fair value. The fair value
      of
      this financial instrument cannot be determined until the property over which
      the
      Company has a royalty had been placed into commercial production.





Hedging
      (Section 3865) - This new standard specifies the circumstances under which
      hedge
      accounting is permissible and how hedge accounting may be performed. The Company
      currently does not have any hedges.





Comprehensive
      Income (Section 1530) - Comprehensive
      income is the change in shareholders’ equity during a period from transactions
      and other events from non-owner sources. This standard requires certain gains
      and losses that would otherwise be recorded as part of net earnings to be
      presented in other “comprehensive income” until it is considered appropriate to
      recognize into net earnings. This standard requires the presentation of
      comprehensive income, and its components, in a separate financial statement
      that
      is displayed with the same prominence as the other financial
      statements.





Accordingly,
      the Company now reports a consolidated statement of comprehensive income (loss)
      and included the account “accumulated other comprehensive income” in the
      shareholders’ equity section of the consolidated balance sheet.


-8-





**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**





**Recent
      Accounting Pronouncements**





Capital
      Disclosures - In February 2007, the issued Handbook Sections 1535, “Capital
      Disclosures”, which requires the disclosure of both qualitative and quantitative
      information that provides users of financial statements with information to
      evaluate the entity’s objective, policies and precedes for managing capital. The
      new section is effective for years beginning on or after October 1, 2007. The
      Company is in the process of assessing the impact of this new section on its
      financial statements.





Financial
      Instruments - In February 2007, the CICA issued two new standards, Section
      3862
“Financial Instruments Disclosures” and Section 3863 “Financial Instruments
      Presentation” Theses sections will replace the existing Section 3861 “Financial
      Instruments Disclosure and Presentation”. Section 3862 provides users with
      information to evaluate the significance of the financial instruments of the
      entity’s financial position and performances, nature and extent of risks arising
      from financial instrument, and how the entity manages those risks. Section 3863
      deals with the classification of financial instruments, related interest,
      dividends, losses and gains, and the circumstances in which financial assets
      and
      financial liabilities are offset. The new sections are effective for years
      beginning on or after October 1, 2007. The Company is in the process of
      assessing the impact of this new section on its financial
      statements.





International
      Financial Reporting Standards - In 2006, the Canadian Accounting Standards
      Board
      ("AcSB") published a new strategic plan that will significantly affect financial
      reporting requirements for Canadian companies. The AcSB strategic plan
      outlines the convergence of Canadian GAAP with IFRS over an expected five year
      transitional period.  In February 2008 the AcSB announced that 2011 is the
      changeover date for publicly-listed companies to use IFRS, replacing Canada's
      own GAAP. The date is for interim and annual financial statements relating
      to
      fiscal years beginning on or after January 1, 2011. The transition date of
      January 1, 2011 will require the restatement for comparative purposes of amounts
      reported by the Company for the year ended December 31, 2010. While the
      Company has begun assessing the adoption of IFRS for 2011, the financial
      reporting impact of the transition to IFRS cannot be reasonably estimated at
      this time.





**Forward-Looking
      Statements -** This
      Interim Management Discussion and Analysis (“MD&A”) is an update of the
      Company’s MD&A for the year ended December 31, 2007. Certain statements
      contained in the following MD&A constitute forward-looking statements. Such
      forward-looking statements are subject to known and unknown risks, uncertainties
      and other factors that may cause actual results to differ materially form those
      implied by the forward-looking statements. Readers are cautioned not to place
      undue reliance on these forward looking statements, which speak only as of
      March
      25, 2008 (the “Report Date”), and readers are advised to consider such
      forward-looking statements in light of the risks set out below.





**Risks
      and Uncertainties**





Mineral
      exploration is a speculative business, characterized by a number of significant
      risks including, among other things, unprofitable efforts resulting not only
      from the failure to discover mineral deposits but from finding minerals
      deposits, which, though present, are insufficient in quantity and quality to
      return a profit from production. The marketability of minerals acquired or
      discovered by the Company may be affected by numerous factors which are beyond
      the control of the Company and which cannot be accurately predicted, such as
      market fluctuations, the proximity and capacity of mining facilities, mineral
      markets and processing equipment, and such other factors as government
      regulations, including regulations relating to royalties, allowable production,
      importing and exporting minerals, and environmental protection, any of which
      could result in the Corporation not receiving an adequate return on invested
      capital.





The
      mining industry in general is intensely competitive and there is no assurance
      that, even if commercial quantities of mineral resources are discovered, a
      profitable market will exist for the sale of same. Factors beyond the control
      of
      the Company may affect the marketability of any mineral occurrences discovered.
      The price of gold has experienced volatile and significant movement over short
      periods of time, and is affected by numerous factors beyond the control of
      the
      Company, including international economic and political trends, expectations
      in
      inflation, currency exchange fluctuations, interest rates and global or regional
      consumption patterns, speculative activities and increased production due to
      improved mining and production methods.


-9-





**ATNA
                RESOURCES LTD.****MANAGEMENT'S
                DISCUSSION AND ANALYSIS**
            **FORM
                51-102F****For
                the Year Ended December 31, 2007**





All
      phases of the Company’s operations are subject to environmental regulation in
      the various jurisdictions in which it operates. Environmental legislation is
      evolving in a manner which will require stricter standards and enforcement,
      increased fines and penalties for non-compliance, more stringent environmental
      assessments of proposed projects and a heightened degree of responsibility
      for
      companies and their officers, directors and employees. There is no assurance
      that future changes in environmental regulations, if any, will not adversely
      affect the Company’s operations, or its ability to develop its properties
      economically. Before production may commence on any property, the Corporation
      must obtain regulatory and environmental approvals and permits. There is no
      assurance such approvals and permits will be obtained on a timely basis, if
      at
      all. Compliance with environmental and other regulations may reduce
      profitability, or preclude economic development of a property
      entirely.





In
      those
      jurisdictions where the Company has property interests, the Company makes a
      search of mining records in accordance with mining industry practices to confirm
      satisfactory title to properties in which it holds or intends to acquire an
      interest, but does not obtain title insurance with respect to such properties.
      The possibility exists that title to one or more of its properties might be
      defective because of errors or omissions in the chain of title. The ownership
      and validity of mining claims and concessions are often uncertain and may be
      contested. The Company is not aware of any challenges to the location or area
      of
      its mineral claims. There is no guarantee, however, that title to the Company’s
      properties and concessions will not be challenged or impugned in the future.
      The
      properties may be subject to prior unregistered agreements or transfers, and
      title may be affected by undetected defects.





The
      business of mineral exploration and extraction involves a high degree of risk
      with very few properties that are explored ultimately achieving commercial
      production. As a mining company in the exploration stage, the future ability
      of
      the Company to conduct exploration and development will be affected principally
      by its ability to raise adequate amounts of capital through equity financings,
      debt financings, joint venturing of projects and other means. In turn, the
      Company’s ability to raise such funding depends in part upon the market’s
      perception of its management and properties, but to a great degree upon the
      price of gold and marketability of securities of speculative exploration and
      development mining companies. The development of any ore deposits found on
      the
      Company’s exploration properties depends upon the Company’s ability to obtain
      financing through any or all of equity financing, debt financing, the joint
      venturing of projects, or other means. The is no assurance that the Company
      will
      be successful in obtaining the required financing.





**Outlook**





2008
      will
      see the realization of a key component in the Company’s growth strategy. With
      the completion of the Canyon merger, Atna will be focusing its resources to
      move
      both the Reward and the Briggs projects towards production. The combined company
      will provide a strong platform for continued growth, production and near-term
      cash flow. While development and production decisions on these two projects
      are
      likely be the key stories in Atna for 2008, the Company will continue to search
      for new exploration and acquisition opportunities to accelerate the Company’s
      growth and add value for our stockholders. Additionally, the progress and
      results of Pinson Mining Company’s (Barrick Gold) development work at Pinson
      will be of continued interest and should bring clarity to the project’s
      operational status and development timeline late in the year or early 2009.
      Pinson Mining must complete its $30 million in expenditures prior to April
      2009
      to successfully complete its back-in to a 70% interest in the project. If the
      expenditures are not completed in the next 13 months, Atna retains it current
      70% interest and once again becomes operator of the project. Pursuant to the
      agreement, PMC may have certain rights to take longer than April 2009 to
      complete its back-in to a 70% interest.





**Subsequent
      Events**





The
      Company has no subsequent events to report.


-10-