UNITED
STATES SECURITIES & EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
20-F





(Mark
One)





 ̈
            
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934ORx
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31, 2009OR ̈
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _____________ to _____________OR ̈
            
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934Date
      of event requiring this shell company report
      __________________





Commission
File Number: 0-29336





ATNA
RESOURCES LTD.


(Exact
name of registrant as specified in its charter)





Province
of British Columbia (Canada)


(Jurisdiction
of incorporation or organization)





14142
Denver West Parkway, Suite 250


Golden,
Colorado 80401


United
States


(Address
of principal executive offices)





Securities
registered or to be registered pursuant to Section 12(b) of the
Act:


None





Securities
registered or to be registered pursuant to Section 12(g) of the
Act:


Common
Shares Without Par Value





Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:


None





Indicate
the number of outstanding shares of each of the Registrant's classes of capital
or common stock as


of the
close of the period covered by the annual report:





Title
      of Each Class
              Issued
      and Outstanding as at December 31, 2009Common
      Shares without par value
              83,291,133Preferred
      Shares without par value
              Nil





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈
Yes     x No





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.


 ̈
Yes     x No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) , and (2) has been subject to such filing requirements for
the past 90 days.


x
Yes      ̈ No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.  (Check one):


 ̈ Large accelerated
filer     ̈ Accelerated
filer     x Non-accelerated
filer




Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:
  ̈ U.S. GAAP ̈ International Financial
Reporting Standards as issued by the International Accounting Standards
BoardxOther


Indicate
by check mark which financial statement item the registrant has elected to
follow:


x Item
17      ̈ Item 18





If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Securities Exchange Act of
1934):


 ̈
Yes     x No








TABLE OF
CONTENTS





PART
      I
                    
                    
                    
                    1ITEM
      1.
                    IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
                    
                    
                    1ITEM
      2.
                    OFFER
      STATISTICS AND EXPECTED TIMETABLE
                    
                    
                    1ITEM
      3.
                    KEY
      INFORMATION
                    
                    
                    1ITEM
      4.
                    INFORMATION
      ON THE COMPANY
                    
                    
                    7ITEM
      5.
                    OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
                    
                    
                    33ITEM
      6.
                    DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
                    
                    
                    40ITEM
      7.
                    MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
                    
                    
                    52ITEM
      8.
                    FINANCIAL
      INFORMATION
                    
                    
                    53ITEM
      9.
                    THE
      OFFERING AND LISTING
                    
                    
                    57ITEM
      10.
                    ADDITIONAL
      INFORMATION
                    
                    
                    58ITEM 11.
                    QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
                    
                    
                    68ITEM
      12.
                    DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES
                    
                    
                    69PART
      II
                    
                    
                    
                    69ITEM
      13.
                    DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES
                    
                    
                    69ITEM
      14.
                    MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
                    
                    
                    69ITEM
      15.
                    CONTROLS
      AND PROCEDURES
                    
                    
                    70ITEM
      16.
                    AUDIT
      COMMITTEE FINANCIAL EXPERT AND CODE OF ETHICS
                    
                    
                    70PART
      III
                    
                    
                    
                    72ITEM
      17.
                    FINANCIAL
      STATEMENTS
                    
                    
                    72ITEM
      18.
                    FINANCIAL
      STATEMENTS
                    
                    
                    72ITEM
      19.
                    EXHIBITS
                    
                    
                    73


i





CAUTIONARY
INFORMATION ABOUT FORWARD-LOOKING STATEMENTS




The U.S.
Securities and Exchange Commission (the “SEC”) encourages companies to disclose
forward-looking information so that investors can better understand a company’s
prospects and make informed investment decisions. Certain statements contained
in this document constitute forward-looking statements.  Statements
concerning mineral reserve and resource estimates may also be deemed to
constitute forward-looking statements to the extent that they involve estimates
of the mineralization that will be encountered if the property is
developed.  The use of any of the words “anticipate”, “continue”,
“estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar
expressions are intended to identify forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results or events to differ materially from those anticipated
in such forward-looking statements.  Management believes the
expectations reflected in those forward-looking statements are reasonable, but
no assurance can be given that these expectations will prove to be correct and
such forward-looking statements included herein should not be unduly relied
upon. These statements speak only as of the date hereof.




In
particular, this document contains forward-looking statements pertaining to the
following:




·
            any
      projections of earnings, revenues, synergies, cost savings or other
      financial items;


·
            any
      statements of the plans, strategies and objectives of management for
      future operations, including the development of  the Reward Mine
      and production and operating costs at the Briggs
  Mine;


·
            any
      statements regarding future economic conditions or
      performance;


·
            any
      statements of belief; and


·
            any
      assumptions regarding the
foregoing.




The
actual results could differ materially from those anticipated in these forward
looking statements as a result of the risk factors set forth below and elsewhere
in this document from:




·
            U.S.
      tax consequences of a passive investment company or
  PFIC;


·
            fluctuations
      in gold and other metals prices;


·
            risks
      related to hedging metal production and key operating
    inputs;


·
            risks
      related to the exploration, permitting, development and mining of precious
      metals;


·
            risks
      related to estimation of reserves and
resources;


·
            risks
      related to governmental regulation, including environmental
      regulation;


·
            risks
      related to the ability to finance the development of mineral
      properties;


·
            uncertainty
      of capital costs, operating costs, production, metal recoveries and
      economic returns;


·
            risks
      related to the uncertainty of the title of
  assets;


·
            uncertainty
      inherent in litigation, and the difficulty of predicting decisions of
      judges and juries;


·
              the
      need to attract and retain qualified management and technical
      personnel;


·
            risks
      related to reclamation activities on properties;
  and


·
            other
      risks that are described in the section entitled “Risk Factors,”
      presented in Item 3. D. of this Form
20-F.




This list
is not exhaustive of the factors that may affect any of the forward-looking
statements of Atna Resources Ltd. or its subsidiaries (collectively, “Atna,” the
“Company,” “we” or “us”). Forward-looking statements are statements about the
future and are inherently uncertain, and actual achievements of the Company or
other future events or conditions may differ materially from those reflected in
the forward-looking statements due to a variety of risks, uncertainties and
other factors, including, without limitation, those referred to in the Annual
Report on Form 20-F, under the heading "Risk Factors'' and elsewhere. The
Company's forward-looking statements are based on the beliefs, expectations and
opinions of management on the date the statements are made, and the Company does
not assume any obligation to update forward-looking statements if circumstances
or management's beliefs, expectations or opinions should change. For the reasons
set forth above, investors should not place undue reliance on forward-looking
statements.


ii


GLOSSARY
OF SELECTED MINING TERMS





Cut-off Grade:  The
minimum grade of mineralized material used to establish reserves and
resources.





Doré:  Unrefined
gold and silver bullion consisting of approximately 90 percent precious metals
that will be further refined to almost pure metal.





Feasibility
Study:  An engineering study designed to define the technical,
economic, and legal viability of a mining project with a high degree of
reliability.





Grade:  The metal
content of ore, usually expressed in troy ounces per ton or grams per tonne. In
this report we consistently use ounces per ton to describe our grades of
reserves or mineralized material. (See “Ounces per Ton” or “Grams per
Tonne”  below).





Grams per Tonne (“g/t”):
Metric units used to describe the grade of ore, reserve or resource. It
represents the portion of an ounce estimated to be contained in a metric ton of
rock.





Heap Leaching:  A
method of recovering gold or other precious metals from a heap of ore placed on
an impervious pad, whereby a dilute leaching solution is allowed to percolate
through the heap, dissolving the precious metal, which is subsequently captured
and recovered.





Net Smelter Return (“NSR”)
Royalty:  A defined percentage of the gross revenue from a
mineral extraction operation, less a proportionate share of transportation,
insurance, and processing costs.





Ounces per Ton
(“oz/ton”):  English units used to describe the grade of ore,
reserve or resource. It represents the portion of an ounce estimated to be
contained in a ton of rock.





Patented Mining
Claim:  A patented mining claim is one for which the federal
government has passed its title to the claimant, making it private land. A
person may mine and remove minerals from a mining claim without a mineral
patent. However, a mineral patent gives the owner exclusive title to the
locatable minerals. It also gives the owner title to the surface and other
resources.





Reclamation:  The
process of returning land to another use after mining is completed.





Recoverable:  That
portion of metal contained in ore that can be extracted by
processing.





Run-of-Mine:  Mined
ore of a size that can be processed without further crushing.





Strip Ratio:  The
ratio between tonnage of waste and ore in an open-pit mine.





Tons or
Tonnes:  Tons or short tons contain 2,000 pounds and tonnes or
metric tons contain 2,204.6 pounds or 1,000 kilograms.





Unpatented Mining
Claim:  A parcel of property located on federal lands pursuant
to the General Mining Law and the requirements of the state in which the
unpatented claim is located, the paramount title of which remains with the
federal government. The holder of a valid, unpatented lode-mining claim is
granted certain rights including the right to explore and mine such claim under
the General Mining Law.





Waste:  Barren rock
or mineralized material that is too low in grade to be economically
processed.





MINERAL
RESERVE AND RESOURCE DISCLOSURE





Mineral
Reserves and Mineral Resources are defined under National Instrument 43-101 as
follows.





Mineral
Reserve





A Mineral
Reserve is the economically mineable part of a Measured or Indicated Mineral
Resource demonstrated by at least a Preliminary Feasibility Study. This Study
must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of reporting,
that economic extraction can be justified. A Mineral Reserve includes diluting
materials and allowances for losses that may occur when the material is
mined.


iii





Proven Mineral
Reserve:A
‘Proven Mineral Reserve’ is the economically mineable part of a Measured Mineral
Resource demonstrated by at least a Preliminary Feasibility Study. This Study
must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of reporting,
that economic extraction is justified.





Probable Mineral
Reserve:A
‘Probable Mineral Reserve’ is the economically mineable part of an Indicated
and, in some circumstances, a Measured Mineral Resource demonstrated by at least
a Preliminary Feasibility Study. This Study must include adequate information on
mining, processing, metallurgical, economic, and other relevant factors that
demonstrate, at the time of reporting, that economic extraction can be
justified.





Mineral
Resource





A Mineral
Resource is a concentration or occurrence of diamonds, natural solid inorganic
material, or natural solid fossilized organic material including base and
precious metals, coal, and industrial minerals in or on the Earth’s crust in
such form and quantity and of such a grade or quality that it has reasonable
prospects for economic extraction. The location, quantity, grade, geological
characteristics and continuity of a Mineral Resource are known, estimated or
interpreted from specific geological evidence and knowledge.





Measured Mineral
Resource:A ‘Measured Mineral Resource’ is that part of a Mineral
Resourcefor
which quantity, grade or quality, densities, shape, and physical characteristics
are so well established that they can be estimated with confidence sufficient to
allow the appropriate application of technical and economic parameters, to
support production planning and evaluation of the economic viability of the
deposit. The estimate is based on detailed and reliable exploration, sampling
and testing information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes that are spaced
closely enough to confirm both geological and grade continuity.





Indicated Mineral
Resource:An
‘Indicated Mineral Resource’ is that part of a Mineral Resourcefor
which quantity, grade or quality, densities, shape and physical characteristics
can be estimated with a level of confidence sufficient to allow the appropriate
application of technical and economic parameters, to support mine planning and
evaluation of the economic viability of the deposit. The estimate is based on
detailed and reliable exploration and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed.





Inferred Mineral
Resource:An
‘Inferred Mineral Resource’ is that part of a Mineral Resourcefor
which quantity and grade or quality can be estimated on the basis of geological
evidence and limited sampling and reasonably assumed, but not verified,
geological and grade continuity. The estimate is based on limited information
and sampling gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes.





Cautionary Note to U.S. Investors
Concerning Estimates of Mineral Reserves and Mineral
Resources:





We advise
U.S. investors that the definitions of the terms “mineral reserve,” “proven
mineral reserve” and “probable mineral reserve” under CIM Standards are
different than the definitions adopted by the U.S. Securities and Exchange
Commission (the “SEC”) and applicable to U.S. companies filing reports with the
SEC pursuant to SEC Industry Guide 7. It is the view of the SEC’s staff
that:


·
            A “final” or “bankable”
      feasibility study is required to meet the requirements to designate
      reserves under Industry Guide
7.


·
            A historic three-year average
      price is to be used in any reserve or cash flow analysis to designate
      reserves.


·
            To meet the “legal” part of the
      reserve definition, the primary environmental analysis or document should
      have been submitted to governmental
  authorities.





Cautionary Note to U.S. Investors –
The SEC permits U.S. mining companies, in their filings with the SEC, to
disclose only those mineral deposits that a company can economically and legally
extract or produce. We use certain terms in this report, such as “measured,”
“indicated,” and “inferred resources” which the SEC guidelines generally
prohibit U.S. registered companies from including in their filings with the SEC.
U.S. investors are urged to consider closely the disclosure in our Form 20-F
which may be obtained from us or viewed on the SEC website at http://www.sec.gov/edgar.shtml.


iv


PART
I





ITEM
      1.
            IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISORS





This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide any information under this item.





ITEM
      2.
            OFFER
      STATISTICS AND EXPECTED TIMETABLE





This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide any information under this item.





ITEM
      3.
            KEY
      INFORMATION





A.
            Selected
      Financial Data





The
following table summarizes certain consolidated financial information, which
includes the accounts of the Company and its wholly owned subsidiary Canyon,
incorporated in the State of Delaware, USA. The audited financial statements
have been prepared in accordance with Generally Accepted Accounting Practices
(‘GAAP’) in Canada and conform in all material respects with accounting
principles generally accepted in the US except as indicated in Item 5 B. US GAAP
Reconciliation with Canadian GAAP. The following information should be read in
conjunction with these financial statements and notes thereto, included in Item
17 of this report.  Monetary data not labeled herein is stated in
United States dollars (“US$” or “USD”), except for certain disclosures that are
reported in Canadian dollars (“CAD” or “C$”).  See Exchange Rates Data
in this section.





Year
      ended
                
                2009
                
                
                2008
                
                
                2007
                
                
                2006
                
                
                2005Total
      revenues
                
                $
                8,689,200
                
                
                $
                155,100
                
                
                Nil
                
                
                Nil
                
                
                NilNet
      income (loss)
                
                $
                (5,960,100
                )
                
                $
                15,805,000
                
                
                $
                (3,116,400
                )
                
                $
                (2,261,400
                )
                
                $
                (10,498,800
                )Basic
      and diluted income (loss) per share
                
                $
                (0.07
                )
                
                $
                0.20
                
                
                $
                (0.05
                )
                
                $
                (0.04
                )
                
                $
                (0.23
                )Working
      capital
                
                $
                11,652,200
                
                
                $
                14,884,300
                
                
                $
                10,765,000
                
                
                $
                11,940,500
                
                
                $
                12,863,100Total
      assets
                
                $
                79,857,300
                
                
                $
                67,411,600
                
                
                $
                13,558,400
                
                
                $
                13,627,200
                
                
                $
                14,659,900Total
      liabilites
                
                $
                25,819,900
                
                
                $
                8,137,000
                
                
                $
                1,095,100
                
                
                $
                670,400
                
                
                $
                1,480,500Total
      shareholders' equity
                
                $
                54,037,400
                
                
                $
                59,274,600
                
                
                $
                12,463,300
                
                
                $
                12,956,800
                
                
                $
                13,179,400Number
      of shares issued and outstanding
                
                
                83,291,133
                
                
                
                83,291,133
                
                
                
                64,722,588
                
                
                
                64,176,838
                
                
                
                55,429,067





Exchange Rate
Data





Unless
otherwise indicated, all monetary references herein are denominated in United
States Dollars.  The exchange rates used herein were obtained from
Bank of Canada; however, they cannot be guaranteed.





As of
December 31, 2009 and March 19, 2010, the noon rate as quoted by Bank of Canada
was CAD$0.956 and CAD$0.985 equals US $1.00, respectively.





The
following table sets out the USD to CAD high and low exchange rates for each
month during the previous six months.





HighforPeriod
                        
                        
                        LowforPeriodFebruary-2010
                        
                        
                        .960
                        
                        
                        
                        .932January-2010
                        
                        
                        .976
                        
                        
                        
                        .938December-2009
                        
                        
                        .961
                        
                        
                        
                        .933November-2009
                        
                        
                        .956
                        
                        
                        
                        .928October-2009
                        
                        
                        .972
                        
                        
                        
                        .922September-2009
                        
                        
                        .942
                        
                        
                        
                        .904




1




The
following table sets forth the average exchanges rates for the past five years,
expressed as US dollars per CAD dollars.





Year
                      
                      Average2009
                      
                      
                      .8762008
                      
                      
                      .9382007
                      
                      
                      .9302006
                      
                      
                      .8822005
                      
                      
                      .825





B.
            Capitalization
      and Indebtedness





This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide any information under this item.





C.
            Reasons
      for the Offer and Use of Proceeds





This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide any information under this item.





D.
            Risk
      Factors





The
securities of the Company are considered speculative due to the nature of the
Company’s business and the present stage of its development.  A
prospective investor should consider carefully the following
factors:





Risk
Factors Relating to the Company





We
have been a Passive Foreign Investment Company, or PFIC, which could result in
adverse U.S. Tax Consequences to U.S. Investors.





Shareholders
who are U.S. taxpayers should be aware that Atna expects not to be a passive
foreign investment company (“PFIC”) for the current fiscal year, although it may
have been a PFIC in prior years and could also be a PFIC in subsequent years. If
Atna is a PFIC for any year during a U.S. taxpayer’s holding period, then such
U.S. taxpayer generally will be required to treat any so-called “excess
distribution” received on its common shares, or any gain realized upon a
disposition of common shares, as ordinary income and to pay an interest charge
on a portion of such distribution or gain, unless the taxpayer makes a timely
and effective qualified electing fund (“QEF”) election or a mark-to-market
election with respect to the shares of Atna. In certain circumstances, the sum
of the tax and the interest charge may exceed the amount of the excess
distribution received, or the amount of proceeds of disposition realized, by the
taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a
current basis its share of Atna’s net capital gain and ordinary earnings for any
year in which we are a PFIC, whether or not we distribute any amounts to our
shareholders. A U.S. taxpayer who makes the mark-to-market election, generally,
must include as ordinary income in each year, the excess of the fair market
value of the common shares over the taxpayer’s tax basis therein. Refer to
additional details under “Material United States Federal
Income Tax Consequences Related to the Canyon Merger – Passive Foreign
Investments Company Rules” for more information.




2




Precious
and Base Metal Price Fluctuations


The
profitability of the Company’s operations is dependent upon the market price of
certain precious and base metals. The price of such metals or interest related
thereto has fluctuated widely and is affected by numerous factors beyond the
control of the Company. These factors include international economic and
political conditions, expectations of inflation, international currency exchange
rates, interest rates, global or regional consumptive patterns, speculative
activities, levels of supply and demand, increased production due to new mine
developments and improved mining and production methods, availability and costs
of metal substitutes, metal stock levels and inventory carrying costs. The exact
effect of these factors cannot be accurately predicted, but the combination of
these factors may result in Atna not receiving an adequate return on invested
capital or the investment not retaining its value.





Hedging
Risks related to Precious Metal Production and Key Operating Inputs





The
Company entered into gold zero cost collars, forward price contracts and a gold
bond payable in gold in order to protect the future operating cash flows of its
Briggs Mine or in the case of the gold bond, finance the Company’s operations.
The year-end hedge position represents between 23 percent and 26 percent of
expected production during 2010 and approximately eight percent in 2011. The
Company may also enter into consumable off-take agreements that may protect
against the increasing cost of consumables like diesel fuel. The Company’s goal
is to protect the Company’s cash flows from declining gold prices or increasing
diesel prices. The Company’s primary risk related to gold hedging may results
from a shortfall of expected gold production. If gold production levels fall
short of its hedge obligations when the hedge contract has a negative fair
value, it may compound the potential reduction in cash flows. The Company’s
primary risk mitigation for hedge transactions is its policy to limit net hedge
levels to 50 percent of its expected gold production or diesel usage. Although a
hedging program is designed to protect cash flow from a decline in the price of
gold or rise in the price of diesel fuel; it could also limit the Company’s gold
realizations during period of increased gold prices or could increase diesel
costs during periods of low diesel prices.





Operating
Hazards and Risks





Mining
operations generally involve a high degree of risk, which even a combination of
experience, knowledge and careful evaluation may not be able to overcome.
Hazards such as unusual or unexpected formations and other conditions are
involved. Operations in which the Company has a direct or indirect interest will
be subject to all the hazards and risks normally incidental to exploration,
development and production of precious and base metals, any of which could
result in work stoppages, damage to or destruction of mines and other producing
facilities, damage to life and property, environmental damage and possible legal
liability for any or all damage. The Company maintains liability insurance in an
amount that it considers adequate for its operations; however, the Company may
become subject to liability for pollution, cave-ins or hazards against which it
cannot insure or against which it may elect not to insure. The payment of such
liabilities may have a material adverse effect on the Company’s financial
position.





Exploration
and Development





Mineral
exploration and development involves a high degree of risk and few properties
explored ultimately are developed into producing mines. There is no assurance
that Atna’s mineral exploration and development activities will result in any
discovery or development of bodies of commercial ore. The long-term
profitability of Atna’s operations will be in part directly related to the cost
and success of its exploration programs, which may be affected by a number of
factors.





Substantial
expenditures are required to establish reserves through drilling, to develop
metallurgical processes to extract metal from ore and to develop the mining and
processing facilities and infrastructure at any site chosen for mining. Although
substantial benefits may be derived from the discovery of a major mineralized
deposit, no assurance can be given that minerals will be discovered in
sufficient quantities to justify commercial operations or that the funds
required for development can be obtained on a timely basis.





The
marketability of any minerals acquired or discovered may be affected by numerous
factors which are beyond the Company’s control and which cannot be accurately
predicted, such as market fluctuations, the proximity and capacity of milling
facilities, mineral markets and processing equipment, and other factors such as
government regulations, including regulations relating to royalties, allowable
production, importing and exporting minerals and environmental
protection.




3




Calculation
of Reserves and Resources and Precious and Base Metal Recovery





There is
a degree of uncertainty attributable to the calculation of reserves and
resources and corresponding grades being mined or dedicated to future
production. Until reserves or resources are actually mined and processed,
quantity of mineralization and grades must be considered as estimates only. In
addition, the quantity of reserves and resources may vary depending on metal
prices, operating costs, and design parameters. Any material change in quantity
of reserves, resources, grade or stripping ratio may affect the economic
viability of the Company’s properties. In addition, there can be no assurance
that precious or other metal recoveries in small-scale laboratory tests will be
duplicated in larger scale tests under on-site conditions or during
production.





Government
Regulation





Operations,
development and exploration on the Company’s properties are affected to varying
degrees by government regulations relating to matters such as, but not limited
to, environmental protection, health, safety and labour; mining law reform;
restrictions on production; price controls; tax increases; maintenance of
claims; tenure; and expropriation of property. There is no assurance that future
changes in such regulation, if any, will not adversely affect the Company’s
operations.





Environmental
Factors





All
phases of the Company’s operations are subject to environmental regulation and
permitting in the various jurisdictions in which the Company operates.
Environmental legislation is evolving in a manner which will require stricter
standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a heightened
degree of responsibility for companies and their officers, directors and
employees. There is no assurance that future changes in environmental
regulation, if any, will not adversely affect the Company’s operations.
Environmental hazards may exist on the Company’s properties unknown to the
Company at present, which have been caused by previous or existing owners or
operator of the properties.





Competition
and Agreements with Other Parties





The
mining industry is intensely competitive at all phases, and the Company competes
with many companies possessing greater financial resources and technical
facilities. Competition in the mining business could adversely affect the
Company’s ability to acquire suitable producing properties or prospects for
mineral exploration in the future.





The
Company may, in the future, be unable to meet its share of costs incurred under
agreements to which it is a party and the Company may have its interest in the
properties subject to such agreements reduced as a result. Furthermore, if other
parties to such agreements do not meet their share of such costs, the Company
may be unable to finance the cost required to complete recommended
programs.





Ongoing
Financing and the Development of the Reward Mine





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, development and mining
stage, the future ability of the Company to conduct exploration, development and
mining operations 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 obtain 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, development, and 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. There is no
assurance that the Company will be successful in obtaining the required
financing.





In
February 2010, the Company has announced plans to begin Phase 1 infrastructure
development work on the Reward Mine in Nevada. Phase 1 is expected to cost $3.0
million over a six month period beginning in March 2010.





The bulk
of Reward Mine construction costs will be incurred during Phase 2, which could
be completed within a nine month period after the completion of Phase 1.
Initiation of Phase 2 work will be dependent upon a number of factors including
availability of adequate financing, free cash flow from the Briggs Mine,
availability of equipment, staffing and other financing and logistical issues.
Phase 2 activities will include the construction of leach pad facilities,
purchase or lease of a semi portable crushing plant, and the installation of
offices, lab and shop facilities. Pre-stripping of mine waste would also
commence simultaneously with the other Phase 2 development
activities.


4





Cash
Flow





The
Company currently has future cash flow from its Briggs Mine to fund all of its
corporate overhead, exploration and development projects. The Briggs Mine is the
Company’s sole operating unit that began gold production during the second
quarter of 2009due to the mining
of previously stripped ore left over from when the mine was shut down in
2004. The Company has sufficient cash balances to fund working capital
balances until it reaches planned production and cash flow levels at the Briggs
Mine. Any further significant development work may require additional asset
sales, debt financing, or equity issuances. The Company has limited financial
resources and there is no assurance that additional funding will be available to
allow the Company to fulfil its obligations on existing development, exploration
or joint venture properties. Failure to obtain additional financing could result
in delay or indefinite postponement of further development and/or exploration
and the possible, partial or total loss of the Company’s interest in certain
properties.





Conflict
of Interest





Certain
directors and officers of the Company are officers and/or directors of, or are
associated with other natural resource companies that acquire interest in
mineral properties. Such associations may give rise to conflicts of interest
from time to time. The directors are required by law, however, to act honestly
and in good faith with a view to the best interests of the Company and its
shareholders and to disclose any personal interest which they may have in any
material transactions which is proposed to be entered into with the Company and
to abstain from voting as a director for the approval of any such
transaction.





Title
to Assets





Although
the Company has or will receive title opinions for any properties in which it
has a material interest in Canada and the US, there is no guarantee that title
to such properties will not be challenged or impugned. The Company has not
conducted surveys of all of the claims in which its holds direct or indirect
interests and therefore, the precise area and location of such claims may be in
doubt. The majority of the Company’s properties are located in the US where
mineral title is held through either patented or unpatented mining claim, fee
mineral right, and as leased mineral interests. Members of the US Congress have
repeatedly introduced bills which would supplant or alter the provisions of the
Mining Law of 1872. If enacted, such legislation could change the cost of
holding unpatented mining claims and could significantly impact our ability to
develop mineral resources on unpatented mining claims. Such bills have proposed,
among other things, to either eliminate or greatly limit the right to a mineral
patent and to impose a federal royalty on production from unpatented mining
claims. Although it is impossible to predict at this point what any legislated
royalties might be, enactment could adversely affect the potential for
development of such mining claims and the economics of existing operating mines
on federal unpatented mining claims. Passage of such legislation could adversely
affect the Company’s financial performance.


The
Company’s Canadian mineral claims may be subject to prior unregistered
agreements or transfers or native land claims and title may be affected by
undetected defects. Native land claim settlements are more advanced in the Yukon
Territory than they are in British Columbia, and none of the Company’s
properties in the Yukon Territory cover areas where the Federal Crown proposes
to transfer mineral rights to the First Nations. However, there is no guarantee
that this will not change before settlements are finalized.





Dividends





The
Company has not, since the date of its incorporation, declared or paid any
dividends on its Common Shares and does not currently intend to pay dividends.
Earnings, if any, are expected to be retained to finance further growth and
development of the business of the Company for the foreseeable
future.





Resale
of Shares





The
continued operation of the Company will be dependent upon its ability to
generate operating revenues and to procure additional financing. There can be no
assurance that any such revenues can be generated or that other financing can be
obtained. If the Company is unable to generate such revenues or obtain such
additional financing, any investment in the Company may be lost. In such event,
the probability of resale of the shares purchased would be
diminished.


5





Joint
Ventures





Certain
of the properties in which the Company has an interest are operated through
joint ventures with other mining companies. In particular, the Company holds an
interest in the Pinson Mining Property with the remaining interest held by
Pinson Mining Company (“PMC”). The Company’s interest in the Pinson Mining
Property is subject to the risks normally associated with the conduct of joint
ventures. The existence or occurrence of one or more of the following
circumstances and events could have a material adverse impact on the viability
of the Company’s interests held through joint ventures and on the Company’s
future cash flows, earnings, results of operations and financial condition:
(i) disagreements with joint venture partners on how to develop and operate
mines efficiently; (ii) inability of joint venture partners to meet their
obligations to the joint venture or third parties; (iii) litigation between
joint venture partners regarding joint venture matters; (iv) the sale of a joint
venture partner’s interest to a third party; and (v) limited legal rights to
influence the direction of project development where Atna is not the operator of
the project.





Potential
Litigation





From time
to time, during the ordinary course of business, the Company and its
subsidiaries and affiliates may be threatened with, or may be named as a
defendant in, various actions, disputes, and legal proceedings, including claims
of breach of contract, lost profits or other consequential damage claims. A
significant judgment against the Company or any of its subsidiaries or
affiliates or a failure to settle any dispute on terms satisfactory to the
Company could have a material adverse effect on the Company’s ability to
continue operations.





Risk
factors Specific to the Company





Gold
Recovery at the Briggs Mine





CR Briggs
Corporation, a wholly-owned subsidiary of the Company, operates the Briggs Mine.
Mining operations at the Briggs Mine commenced during 2009 and the project has
been producing gold since the second quarter of 2009. Production of gold doré
during 2009 was approximately 11,200 ounces. The Briggs Mine has historically
produced gold using the heap leaching recovery process. This process involves
the application of cyanide solutions by drip irrigation to ore stacked on an
impervious pad. As the solution percolates through the heap, gold is dissolved
from the ore into solution. This solution is collected and processed with
activated carbon that collects the gold from the solution onto the carbon. The
gold laden carbon is further processed through pressure stripping the carbon
into a more highly concentrated gold bearing solution. The gold bearing solution
is further concentrated by an electrowinning circuit, which collects the gold
onto electric cathodes which are then melted into gold doré bars. Factors
impacting gold recovery include variation in crushed ore size, ore grade, rock
type, solution concentration, lime addition, temperature, rainfall, irrigation
time, pressure stripping, refining efficiencies, leach  pad dynamics
and other associated factors.





Production
Costs and Risk Factors at the Briggs Mine





The cost
of gold produced may be impacted by numerous variables including ore grade and
gold recovery, stripping ratio, fuel and consumable costs, labor and benefit
cost, equipment operating and maintenance costs, and numerous other factors.
Production risk factors may include labor strife, slope failure, poor gold
recovery, unavailability of skilled labor and management, availability of mining
equipment, availability of consumables used in mining, mine plan implementation,
weather, governmental regulations and other operating factors.





Recent
California Legislation and Regulations May Prohibit the Company From Developing
Any Projects Adjacent To The Briggs Mine.





On April
10, 2003, the California State Mining and Geology Board enacted a Backfill
Regulation that requires that all future metal mines be backfilled with certain
exceptions to the original contour of the landscape. Any new open pit
developments on our properties outside the existing Briggs plan of operations
area may be required to comply with these regulations, although the statutes
recognize that under certain circumstances existing permit areas may be extended
to incorporate mining locations necessary for the continued operation or
expansion of the existing operation without the backfilling
requirement.


6





Atna
Has Significant Obligations At The Briggs Mine, Which May Adversely Impact
Liquidity.





The
Briggs Mine operates under permits granted by various agencies including the
BLM, Inyo County, California, the California Department of Conservation, and the
Lahontan Regional Water Quality Control Board (“Lahontan”). The Company has
posted cash and reclamation bonds with these agencies in the amount of $4.4
million of which $4.2 million are reclamation bonds supported by a surety. All
surety bonds are subject to annual review and adjustment.





Montana
Regulatory Authorities May Impose Additional Reclamation Requirements On Our
Closure Of The Kendall Mine That Would Significantly Increase Our Funding
Requirements For Such Closure.





Atna’s
wholly-owned subsidiary, CR Kendall Corporation, is reclaiming and closing the
Kendall Mine. In 1999 and 2000, the Montana Department of Environmental Quality
(“MDEQ”) revised the required reclamation cash account from the existing $1.9
million to approximately $14.2 million. The Company believes the revised bond
amount exceeds the cost of remaining work and our subsidiary filed an
administrative appeal to the MDEQ’s actions, which is still pending. In February
2001, CR Kendall Corporation entered into an agreement with the MDEQ under which
the $1.9 million supporting the then existing bond was transferred to an
interest bearing account at the MDEQ for use in continuing reclamation at the
Kendall minesite and the appeals regarding bond amounts were
stayed.





In
January 2002, CR Kendall became aware that the MDEQ intended to proceed with an
Environmental Impact Statement (“EIS”) to determine the closure requirements for
final reclamation at the Kendall Mine. This EIS study remains unfinished.
Depending on the outcome of the EIS, the reclamation costs may vary from the
current estimate. The release of our financial obligation on the property will
only take place once the regulatory agencies have given final approval to all
closure measures and are satisfied that the mine has met all reclamation
requirements. There is no assurance of agency satisfaction with the mine
closure. The amounts necessary to achieve a final mine closure may be impacted
by the outcome of the described pending matters and Atna may not have sufficient
funds to complete the Kendall reclamation if such matters are resolved adversely
to Atna, which would have a material adverse effect on our
business.





ITEM
      4.
            INFORMATION
      ON THE COMPANY





A.
            History
      and Development of the Company





Atna
Resources Ltd. was incorporated for a perpetual duration under the Company Act (British
Columbia) on May 30, 1984, by registration of its Memorandum and Articles under
its present name. The Company was extra-territorially registered in the Yukon
Territory on April 13, 1995. The Company’s business is to explore, acquire,
develop, and mine precious metals, uranium and other mineral
properties.





Atna
merged with Canyon on March 18, 2008 (the “Canyon Merger”), at which time Canyon
became a wholly owned subsidiary of the Company. Canyon was incorporated for a
perpetual duration by virtue of the General Corporation Laws of the State of
Delaware in 1979.





Atna’s
headquarters is located at 14142 Denver West Parkway, Suite 250, Golden,
Colorado, USA, 80401. The toll free telephone number for the Atna headquarters
is 877-692-8182. Bull, Housser & Tupper LLP is the Company’s Canadian legal
counsel and is located at 3000 Royal Centre, 1055 West Georgia Street,
Vancouver, BC, Canada V6E 3R3.





During
the past three fiscal years, the Company’s capital and exploration expenditures
have been incurred on projects located in the United States. The Company’s
expenditures during the last three years have focused on property development,
reserve and resource development, and general corporate purposes.  The
Company has spent $17.2 million on mine development, $3.9 million on exploration
and $9.4 million on general corporate purposes. Property, plant and mine
equipment increased by approximately $34.3 million as a result of the Canyon
Merger.


7





The
Company’s expenditures have been financed primarily from proceeds from asset
sales, debt financings, and the exercise stock options as follows:





Financing Source
              
              2009
              
              
              2008
              
              
              2007
              
              
              TotalProceeds
      from asset sales
              
              
              70,500
              
              
              
              20,020,000
              
              
              
              276,700
              
              
              
              20,367,200Net
      Proceeds from debt financings
              
              
              14,981,900
              
              
              
              -
              
              
              
              -
              
              
              
              14,981,900Exercise
      of stock options
              
              
              (7,400
              )
              
              
              568,100
              
              
              
              288,800
              
              
              
              849,500Total
      financing sources
              
              
              15,045,000
              
              
              
              20,588,100
              
              
              
              565,500
              
              
              
              36,198,600





After the
Canyon Merger on March 18, 2008, the Company’s primary focus shifted to the
development of the Briggs Mine and the permitting activities at the Reward
Mine.





The
Company has sufficient working capital to meet general corporate purposes,
support the Briggs Mine if free cash flow is not achieved, Phase 1
infrastructure development at Reward and debt service costs for the next 12
months.





B.
            Business
      Overview





Atna
Resources Ltd. is incorporated in British Columbia and the corporate office is
located in Golden, Colorado. References to “Atna Resources”, “Atna”, and the
“Company”, all mean Atna Resources Ltd. and all of the wholly-owned and
majority-owned subsidiaries of Atna Resources Ltd., or any one or more of them,
as the context requires. Atna was originally organized in 1984 to explore for,
acquire, and develop precious metals.





The
Company is involved in all phases of the mining business from exploration,
development drilling, feasibility studies, permitting, construction, operation
and final closure of mining properties. Atna’s ongoing exploration and
development efforts are focused primarily on precious metals in the Western
United States (“US” or “U.S.”). The Company has conducted a portion of its
mineral exploration and development activities through joint ventures with other
companies.





The
Company’s primary focus for 2010 is to increase the value of its four core gold
properties: Briggs, Pinson, Reward and Columbia. Briggs is located in
southeastern California and commenced gold production in May 2009 due to the
mining of previously stripped ore left over from when the mine was shut down in
2004. Briggs mined gold ore that contained a total of 24,272 ounces during
2009 and produced a total of 11,198ounces of gold in doré,
of which 10,886 ounces were sold at an average gold price of $962 per ounce.
Estimated mined recoverable gold inventory at year end was 8,300 ounces in all
stages of processing.





Atna
expects that basic cash requirements over the next 12 months can be funded
through a combination of existing cash, cash flow from the Briggs operation,
short-term investments, debt, asset sales and, if necessary, equity issuances.
Atna’s 2008 sale of its royalty portfolio provided approximately $20 million of
net proceeds, which was sufficient to re-start and operate the Briggs Mine
without additional financing until October 2009 when Atna closed C$1.5 million
in convertible debentures. In December 2009, the Company closed a $14.5 million
Gold Bond offering. Based on the Company’s current low stock price, the Company
does not expect the exercise of options and warrants to be a significant source
of funds during 2010.





The
Company’s other significant assets include exploration joint venture agreements
with Yamana Gold Inc. on the Clover property and with Golden Predator Mines Inc.
on the Adelaide and Tuscarora properties. The Kendall Mine, located near
Lewistown, Montana, is in the final stage of reclamation and closure activities,
principally relating to a final Environmental Impact Study, top soil placement
and water management.





The
Company is not affected by seasonality, but raw materials used in the production
and processing of gold ores have increased significantly in price during the
past three years. In addition, there is strong competition for experienced
mining staff that has also increased the general cost of doing business. As a
producing gold company, fuel cost is a significant cost factor and fuel costs
have been volatile and generally increasing over the last three
years.


8





The
Company’s strategy is to utilize its existing property positions to add to
shareholder value by taking a property portfolio approach. The Company will sell
or trade those properties that are not core to the Company’s business strategy
and seek to develop those properties that can be developed economically in a
timely manner to create the cash flow that will support the Company. At the same
time, the Company will seek to create an increasingly valuable pipeline of
development properties through drilling, development and property acquisition or
joint ventures to enhance future growth prospects.





The
Company’s near-term strategy is to focus on the production operations at the
Briggs Mine with the goal of reaching targeted production rates of approximately
36,000 to 40,000 ounces in 2010. The Briggs Mine has achieved positive operating
cash flow for February 2010 and these cash flows may support the Company while
also providing funds to advance other core projects. The Company has begun Phase
1 infrastructure development at its Reward Mine in Nevada, which provides the
Company a second near-term production project. The Company is working with
Barrick Gold to unlock value from our 30 percent interest in the Pinson gold
project in Nevada. In addition, the Company announced a significant new gold and
silver mineral resource for our Columbia project in Montana. These activities
will provide a long term pipeline of development opportunities for the
Company.





In this
current difficult economic environment, the Company is well positioned with a
solid cash balance and near term gold production to acquire mineral properties
in a later stage of exploration. These opportunities may include properties that
were closed due to lack of capital. The Company continually reviews acquisition
opportunities that could provide potential long term value through further
investment. The Company targets acquisitions that have the potential to provide
positive cash flow over a significant operating reserve life and annually
produces at least 50,000 ounces of gold. The target property would need to be
located in a setting where positive community relations exist, where development
of that property would not create long term environmental issues and has a
reasonable chance at obtaining the required permits.





Demand
for gold as a safe haven against the devaluation of paper currency and other
factors in the financial marketplace has more of an impact on the price of gold
than does the annual production of gold due to the relatively large above-ground
supplies of gold available to the market place. Therefore, our principal
objective is to acquire suitable mining prospects that could provide a
reasonable return on capital without regard to global gold production
levels.





The
marketing of all minerals is affected by numerous factors, many of which are
beyond our control. Such factors include the price of the mineral in the
marketplace, imports of minerals from other nations, demand for minerals, the
availability of adequate refining and milling facilities, and the market price
of competitive minerals used in the same industrial applications. The market
price of minerals is extremely volatile and beyond our control. Gold prices are
generally influenced by basic supply/demand fundamentals, inflation, alternative
investment markets, and the strength or weakness of the US dollar. The market
dynamics of supply/demand can be heavily influenced by economic policy; e.g.,
central banks sales/purchases, political unrest, conflicts between nations, and
general perceptions about inflation. Fluctuating metal prices may have a
significant impact on our results of operations and operating cash flow.
Decreasing mineral prices will adversely affect the market values of our
properties and may lead to the recording of asset impairments.





The
decision to put a mine into production and the commitment of the funds necessary
for that purpose must be made long before the first revenues from production
will be received. Between 2005 and 2009, the average annual London PM Fix price
per ounce of gold has steadily increased from $445 to $972. The economics of a
mine may change over time due to gold price fluctuations during the project’s
life. Although it is possible to protect against price fluctuations by hedging
in certain circumstances, the volatility of mineral prices represents a
substantial risk to the mining industry. We have hedged a portion of our gold
production as part of our risk management strategy to maintain pricing for our
principal product, gold.





The
exploration, development, and production programs conducted in the US are
subject to local, state, and federal regulations regarding environmental
protection. A significant amount of the mining and exploration activities are
conducted on public lands. The USDA Forest Service extensively regulates mining
operations conducted in National Forests. Department of Interior Bureau of Land
Management (“BLM”) regulations cover mining operations carried out on most other
public lands. Exploration for or the production of minerals are subject to
existing laws and regulations relating to exploration procedures, safety
precautions, employee health and safety, air quality standards, pollution of
water sources, waste materials, odor, noise, dust and other environmental
protection requirements adopted by federal, state and local governmental
authorities. As a result, environmental assessment or environmental impact
studies may be required before any proposed exploration work or production
activities can be commenced. The requirements imposed by any such authorities
may be costly, time consuming, and may delay operations. Future legislation and
regulations designed to protect the environment, as well as future
interpretations of existing laws and regulations, may require substantial
increases in equipment and operating costs and delays, interruptions, or a
termination of operations. We cannot accurately predict or estimate the impact
of any such future laws or regulations, or future interpretations of existing
laws and regulations, on our operations.


9





The US
has an extensive framework of environmental legislation that undergoes constant
revision. We participate in the legislative process through independent contact
with legislators and through trade organizations to assist legislative bodies in
making informed decisions.





Historic
mining activities have occurred on certain of the Company’s properties. In the
event that such historic activities have resulted in releases or threatened
releases of regulated substances into the environment there exits the potential
for liability under federal or state remediation statutes. Except as discussed
in the Company’s periodic filings with the SEC, the Company is not aware of any
pending claims under these statutes at this time, and cannot predict whether any
such claims will be asserted in the future.





Environmental
regulations add to the cost and time needed to bring new mines into production
and add to operating and closure costs for mines already in operation. As mines
are placed into production, the costs associated with regulatory compliance can
be expected to increase. Such costs are a normal cost of doing business in the
mining industry, and may require significant capital and operating expenditures
in the future. The Company believes that we are currently in material compliance
with all applicable environmental regulations and there are no material
enforcement procedures currently ongoing.


10


C.
            Organizational
      Structure





The
Company owns all or the rights to all of the issued and outstanding shares of
the common stock of Canyon, incorporated by virtue of the General Corporation
Laws of the State of Delaware. The above organizational chart reflects the
Company’s legal ownership of significant active subsidiaries and ownership
interests in various gold properties as of March 19, 2010. Properties are
routinely acquired, sold, subjected to a joint-venture, or abandoned in the
ordinary course of business.








11





D.
              Property,
      Plant and Equipment





Summary
of Mineral Reserves and Resources





Gold
Mineral Reserves - Proven and Probable at December 31, 2009 (3)





Category
                                  
                                  Tons (x1,000)
                                  
                                  
                                  Au(oz/ton)
                                  
                                  
                                  ContainedOuncesBriggs(1)-
      100% AtnaProven
                                  
                                  
                                  5,740
                                  
                                  
                                  
                                  0.022
                                  
                                  
                                  
                                  127,220Probable
                                  
                                  
                                  5,238
                                  
                                  
                                  
                                  0.020
                                  
                                  
                                  
                                  105,450Briggs
      reserves
                                  
                                  
                                  10,978
                                  
                                  
                                  
                                  0.021
                                  
                                  
                                  
                                  232,670Reward(2)-  100%
      AtnaProven
                                  
                                  
                                  1,366
                                  
                                  
                                  
                                  0.027
                                  
                                  
                                  
                                  37,220Probable
                                  
                                  
                                  5,781
                                  
                                  
                                  
                                  0.024
                                  
                                  
                                  
                                  136,480Reward
      reserves
                                  
                                  
                                  7,147
                                  
                                  
                                  
                                  0.024
                                  
                                  
                                  
                                  173,700Total
      reserves
                                  
                                  
                                  18,125
                                  
                                  
                                  
                                  0.022
                                  
                                  
                                  
                                  406,370





1.
            Briggs  0.007
      opt incremental leach cut-off grade & $845 per ounce
    gold


2.
            Reward
      >$0.01 net incremental value & $845 per ounce
  gold


3.
            Briggs
      reserves are current to December 31, 2009 and have been reconciled for
      mine production





Gold
Mineral Resources - Measured, Indicated and Inferred (7)





Category
                                
                                Tons (x1,000)
                                
                                
                                Au(oz/ton)
                                
                                
                                ContainedOuncesMeasured & indicatedBriggs
      - 100% (1)
                                
                                
                                32,531
                                
                                
                                
                                0.020
                                
                                
                                
                                642,000Reward
      - 100% (2)
                                
                                
                                11,003
                                
                                
                                
                                0.024
                                
                                
                                
                                259,000Pinson
      - 30% (3,4)
                                
                                
                                752
                                
                                
                                
                                0.426
                                
                                
                                
                                320,000Columbia
      - 100% (5)
                                
                                
                                16,665
                                
                                
                                
                                0.045
                                
                                
                                
                                742,000Cecil-R
      - 100% (6)
                                
                                
                                3,240
                                
                                
                                
                                0.023
                                
                                
                                
                                73,490Total
      measured & indicated
                                
                                
                                64,191
                                
                                
                                
                                0.032
                                
                                
                                
                                2,036,490InferredBriggs
      - 100% (1)
                                
                                
                                15,313
                                
                                
                                
                                0.017
                                
                                
                                
                                264,172Reward
      - 100% (2)
                                
                                
                                2,819
                                
                                
                                
                                0.018
                                
                                
                                
                                51,000Pinson
      - 30% (3,4)
                                
                                
                                1,012
                                
                                
                                
                                0.340
                                
                                
                                
                                344,000Columbia
      - 100% (5)
                                
                                
                                10,705
                                
                                
                                
                                0.042
                                
                                
                                
                                454,000Cecil-R
      - 100% (6)
                                
                                
                                5,144
                                
                                
                                
                                0.019
                                
                                
                                
                                99,390Total
      inferred
                                
                                
                                34,993
                                
                                
                                
                                0.035
                                
                                
                                
                                1,212,562


12


Silver
Mineral Resources - Measured, Indicated and Inferred (7)





Category
                        
                        Tons (x1,000)
                        
                        
                        Ag(oz/ton)
                        
                        
                        ContainedOuncesMeasured & indicatedColumbia
      - 100% (5)
                        
                        
                        16,665
                        
                        
                        
                        0.128
                        
                        
                        
                        2,135,480InferredColumbia
      - 100% (5)
                        
                        
                        10,705
                        
                        
                        
                        0.097
                        
                        
                        
                        1,035,790





1.
            NI
      43-101 Technical Report Briggs Gold Project, March 2009, updated on
      February 2010


2.
            NI
      43-101 Technical Report Reward Gold Project, March 2008, updated February
      2010


3.
            Pinson
      Project Basis: Atna  30 percent, Barrick 70 percent; 0.20 oz/ton
      cut-off grade


4.
            NI
      43-101 Technical Report Pinson Gold Property, June
  2007


5.
            NI
      43-101 Technical Report Columbia Gold Property, September
    2009


6.
            NI
      43-101 Cecil R press release, March 2,
2010


7.
            Resource
      estimates include proven and probable
reserves





Mr. Alan
Noble, Ore Reserves Engineering of Lakewood, Colorado, Registered Professional
Engineer, State of Colorado, is acting as the independent qualified person in
the preparation of “Technical Report on the Briggs Mine Project, March 2009.”
This report was updated in August 2009, by Mr. Mike Read, Chlumsky, Armbrust
& Meyer, LLC of Lakewood, Colorado, who was responsible for preparing the
ore reserve estimate and mine plan and is the independent qualified person for
those sections of the technical report. Mineral Reserves and resources were
updated by Mr. Read to December 31, 2009 to account for 2009 mining at Briggs,
price, cost and design parameter changes.





Mr. Fred
Barnard, Ph.D., California Professional Geologist #7432, Mr. Greg Chlumsky, MMSA
#0117QP, and Mr. Robert L. Sandefur, Colorado P.E. #11370, acted as qualified
persons in the development of the Reward Project feasibility report “NI 43-101
Technical Report Reward Gold Project, March 2008.” Mr. Mike Read, Chlumsky,
Armbrust & Meyer, LLC of Lakewood, Colorado, was responsible for preparing
the ore reserve estimate and mine plan and is the independent qualified person
for those sections of the technical report and its update to December 31,
2009.





The
updated mineral resource calculation and Technical Report for the Pinson project
with an effective date of June 1, 2007, was prepared under the supervision of
Mr. William Stanley, VP Exploration of Atna, a Licensed Geologist and Qualified
Person. The projections from drill hole data points are consistent with
projections made in the original resource estimate for the property, which were
prepared by Mr. Rob Sim, an independent consulting resource geologist, first
published in February 2005, supported by Technical Reports filed on SEDAR March
2005 and subsequently revised and re-filed in December 2005.





The
Columbia Gold Project resource estimate was prepared by Gustavson Associates,
LLC of Lakewood, Colorado, under the direction of Mr. Donald E. Hulse, P.E., an
independent Qualified Person.





Robert
Sandefur, P.E., of Chlumsky, Armbrust & Meyer, LLC of Lakewood, Colorado,
was responsible for preparing the Cecil R mineral resource estimate. Mr.
Sandefur is an independent Qualified Person and co-author of the Technical
Report which will be filed for the Cecil R Project on SEDAR.





The
mineral resources reported above other than those declared as proven and
probable mineral reserves have no demonstrated economic viability at this time.
The quantity and grade of reported inferred resources in these estimations are
based on limited information and should be considered conceptual in nature. It
is uncertain if further exploration will result in discovery of an indicated or
measured mineral resource within those areas classed as inferred.





Cautionary
Note to U.S. Investors concerning estimates of Measured and Indicated
Resources.  This section uses the terms “measured” and “indicated
resources.” The Company advises U.S. investors that while those terms are
recognized and required by Canadian regulations, the SEC does not recognize
them.  U.S. investors are cautioned not to assume that any part or all
of mineral resources in these categories will ever be converted into
reserves.


13


Cautionary
Note to U.S. Investors concerning estimates of Inferred
Resources.  This section uses the term “inferred resources.” The
Company advises U.S. investors that while this term is recognized and required
by Canadian regulations, the SEC does not recognize it.  “Inferred
resources” have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility.  It cannot be
assumed that all or any part of an Inferred Mineral Resource will ever be
upgraded to a higher category.  Under Canadian rules, estimates of
Inferred Mineral Resources may not form the basis of feasibility or
pre-feasibility studies, except in rare cases.  U.S. investors are
cautioned not to assume that part or all of an inferred resource exists, or is
economically or legally minable.





PRODUCTION
PROPERTY





Briggs
Mine





The
Briggs Mine (“Briggs”) was acquired by the Company in 1990.  It is
located on the west side of the Panamint Range near Death Valley,
California.  Atna has mineral rights over approximately 3,300 acres in
the area of the mine.  From the city of Ridgecrest, Briggs is accessed
by State Highway 178, which passes through the mining town of Trona and to the
ghost town of Ballarat, a distance of 42 miles.  The mine is reached
from Ballarat by means of an improved dirt road which heads south and skirts the
east side of Panamint Valley, a distance of eight miles.  The legal
description of the project area is Townships 21 through 23, and Range 44 East,
Mount Diablo Meridian.  Briggs owns or controls 265 unpatented claims,
including 15 mill site claims, on U.S. Bureau of Land Management (“BLM”)
administered land either directly or through leasehold interests. No royalties
are payable at Briggs.  In addition to Briggs, the Company owns or
controls four satellite deposits located between two and four miles north of
Briggs: the Cecil R, Jackson, Mineral Hill and Suitcase deposits located on a
total of 22 unpatented claims and three patented claims either directly or
through leasehold interests. All of the mining claims are located on land
prescribed for multiple use management by the BLM.





Briggs
was constructed in 1995 and through December 31, 2009, has produced over 560,000
ounces of gold.  From 1996 to 2004, a total of 75 million tons of rock
had been mined by open-pit methods, including 24 million tons of
ore.  Approximately 735,000 ounces of gold were placed on the leach
pad during this period.  Through 2004, ore was mined from four
open-pits, the Goldtooth, Briggs Main, Briggs South Ultimate (“BSU”) and Briggs
North, from south to north, respectively. In addition, a small amount of
underground mining was performed out of the Briggs North
open-pit.  Most of the ore was crushed in three stages to 80 percent
minus 1⁄4 inch size and conveyor-stacked on the leach pad.  Gold
recovery at this crush size is estimated to be approximately 80 percent. Gold is
recovered from leach solutions in a carbon adsorption plant and refined into
doré bars on site.





A
Technical Report detailing the estimation of open pit and underground reserves
and resources at Briggs was completed in May 2008. The report concluded that a
positive economic return may be achieved by re-starting Briggs. An updated
Technical Report was completed in May 2009, further increased reserves available
for open pit mining. A further expansion to gold resources at Briggs based on
additional drilling was announced in August 2009, which was used as a basis for
the December 31, 2009 reserve statement for Briggs.





On
February 26, 2010 Briggs’ mine production averaged over 80 ounces of gold per
day for a period of greater than 30 days. The mine is expected to produce
positive cash flow in 2010. The production target for 2010 is 36,000 to 40,000
ounces of gold.





Cash cost
of production for 2010 is estimated to range from $600 to $625 per ounce of
gold. Life of mine cash cost of production is expected to range from $500 to
$525 per ounce of gold. Projected cash costs have increased from prior
expectations due to an increase in fuel cost, the primary consumable at Briggs,
and an increase in life-of-mine strip ratio due to a reduction in pit slope
angle. Productivity improvement and cost containment will be a primary focus of
operations in 2010.


14











Restart
activities at Briggs commenced in the fourth quarter 2008 and the first gold
pour was completed in May 2009. Overall spending for 2009 was generally on
target with original budget.  In-process gold inventory at year end
2009 was approximately 8,300 ounces with an inventory value of $6.9 million.
Production details for Briggs in 2009 are shown in the following
table:


15





First
                    
                    
                    Second
                    
                    
                    Third
                    
                    
                    Fourth
                    
                    
                    TotalProduction Statistic
                    
                    Quarter
                    
                    
                    Quarter
                    
                    
                    Quarter
                    
                    
                    Quarter
                    
                    
                    2009Waste
      tons
                    
                    
                    280,555
                    
                    
                    
                    1,008,220
                    
                    
                    
                    1,171,873
                    
                    
                    
                    792,701
                    
                    
                    
                    3,253,349Ore
      tons
                    
                    
                    232,534
                    
                    
                    
                    180,061
                    
                    
                    
                    330,019
                    
                    
                    
                    591,580
                    
                    
                    
                    1,334,194Total
      tons
                    
                    
                    513,089
                    
                    
                    
                    1,188,281
                    
                    
                    
                    1,501,892
                    
                    
                    
                    1,384,281
                    
                    
                    
                    4,587,543Ore
      grade (oz/ton)
                    
                    
                    0.039
                    
                    
                    
                    0.015
                    
                    
                    
                    0.015
                    
                    
                    
                    0.013
                    
                    
                    
                    0.018Gold
      ounces mined
                    
                    
                    9,141
                    
                    
                    
                    2,635
                    
                    
                    
                    5,077
                    
                    
                    
                    7,419
                    
                    
                    
                    24,272Gold
      ounces produced in doré
                    
                    
                    -
                    
                    
                    
                    1,972
                    
                    
                    
                    4,603
                    
                    
                    
                    4,623
                    
                    
                    
                    11,198Gold
      ounces sold
                    
                    
                    -
                    
                    
                    
                    1,955
                    
                    
                    
                    3,895
                    
                    
                    
                    5,036
                    
                    
                    
                    10,886Cash
      cost of gold production ($/oz)
                    
                    na
                    
                    
                    na
                    
                    
                    $
                    893
                    
                    
                    $
                    923
                    
                    
                    $
                    908




Note:
Cash cost of gold production is a non-GAAP measure and is calculated utilizing
Gold Institute standards.  Production accounting commenced at Briggs
at the beginning of the third quarter.





The cash
cost of gold production was higher than anticipated for 2009, primarily due to
start up conditions:





·
            Small
      working areas;


·
            Limited
      availability of trained operators and mining
  professionals;


·
            Mining
      equipment availability; and


·
            Leach
      pad dynamics.





Approximately
$15.7 million in capital has been spent on the Briggs project through December
31, 2009. Capital spending for 2010 at Briggs is projected to be approximately
$5.1 million. This amount includes approximately $2.0 million in capital lease
payments for major mining equipment and $1.9 million in spending towards
completion of a $3.2 million leach pad expansion. The pad expansion will add an
additional seven million tons of leach pad capacity, which will be sufficient
for all ores included in the current minable reserves.





Gold
reserves at Briggs have been updated to account for the following
changes:





·
            2009
      gold production;


·
            Updated
      gold resource estimate (announced on August 11, 2009) that included
      additional results from 2008 and 2009 drill
  programs;


·
            A
      reduction in slope angle in the east sector of the Briggs Main
      Pit;


·
            An
      increase in the three year trailing gold price outlook from $750 per ounce
      to $845 per ounce; and


·
            A
      six percent increase in estimated direct operating
  costs.





Briggs
Mine revised gold mineral reserves estimated using a 0.007 ounce per ton cut-off
grade is shown in the following table:





Tons
                        
                        
                        Gold
                        
                        
                        ContainedMining Area
                        
                        (x1,000)
                        
                        
                        (oz/ton)
                        
                        
                        OuncesBriggs
      Main
                        
                        
                        4,950
                        
                        
                        
                        0.016
                        
                        
                        
                        79,336BSU
                        
                        
                        1,409
                        
                        
                        
                        0.023
                        
                        
                        
                        32,686Gold
      Tooth - North
                        
                        
                        2,250
                        
                        
                        
                        0.026
                        
                        
                        
                        58,508Gold
      Tooth - South
                        
                        
                        2,370
                        
                        
                        
                        0.026
                        
                        
                        
                        62,137Total
      Briggs reserves
                        
                        
                        10,978
                        
                        
                        
                        0.021
                        
                        
                        
                        232,667





The
estimate shown above does not include 676,800 tons of in-pit inferred material
containing approximately 10,000 ounces of gold. This material is currently
considered as waste in the overall mine plan. No changes to pit design
parameters other than those mentioned above were made. The remaining life of
mine waste to ore stripping ratio increased from 2.2 to 2.8. This increase in
stripping ratio was primarily due to the use of a shallower slope angle in the
eastern sector of Briggs Main Pit and a shortfall in waste mining during
2009.


16





The
following table rolls forward Briggs Mine contained ounces of gold mineral
reserves for the year ended December 31, 2009:




Beginning
                                                              
                                                              
                                                              
                                                              
                                                              Other
                                                              
                                                              Ending2009
                                                              
                                                              Production
                                                              
                                                              
                                                              Changes
                                                              
                                                              2009Proven
                                                              
                                                              
                                                              147,000
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              127,217Probable
                                                              
                                                              
                                                              120,000
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              105,450Total
      Briggs reserves
                                                              
                                                              
                                                              267,000
                                                              
                                                              (24,272
                                                              )
                                                              
                                                              (10,061
                                                              )
                                                              
                                                              232,667





Briggs
Mine revised mineral resources estimated using a 0.006 ounce per ton cut-off
grade is shown in the following table:





Tons
                  
                  
                  Gold
                  
                  
                  ContainedCategory
                  
                  (x1,000)
                  
                  
                  (oz/ton)
                  
                  
                  OuncesMeasured
      & Indicated
                  
                  
                  32,531
                  
                  
                  
                  0.020
                  
                  
                  
                  642,000Inferred
                  
                  
                  15,313
                  
                  
                  
                  0.017
                  
                  
                  
                  264,172





Mobile
equipment at Briggs includes six 85- to 100-ton trucks, three 14-cubic-yard
loaders, three blast hole drills, four dozers, and two graders. The three-stage
crushing plant at Briggs has a nominal capacity of 600 to 700 tons per hour
depending on hardness of ore feed. The gold recovery plant utilizes a
conventional ADR process and the refinery utilizes conventional furnace
technology. Power for the mine is currently supplied by four 1.1 megawatt diesel
generators. In 2008, a new leach pad extension capable of holding 7.0 million
tons of new ore was built. A second expansion will be constructed in 2010 to
expand capacity to add an additional 7.0 million tons of capacity.





The
life-of-mine plan for Briggs mining operations is located entirely within the
existing permit boundary area. However, a portion of the mine plan area will
require an amendment to the existing reclamation plan and placement of
additional reclamation bonds prior to mining. Significant reclamation activities
were conducted at the Briggs Mine during 2005 and into 2006, including
re-contouring, capping, and re-vegetation of selected areas.  Portions
of this reclamation area will be re-disturbed with new mining. In those areas,
topsoil will be reclaimed and stockpiled for future reclamation work. Concurrent
reclamation is conducted wherever possible during active mining.





The
Briggs gold deposit is hosted by Precambrian quartz-rich gneiss and amphibolite
which have been severely deformed by faults of Mesozoic to Tertiary
age.  High-angle faults and shear zones are believed to have acted as
conduits that channeled gold-bearing hydrothermal fluids upwards into a series
of stacked low-angle faults.  The primary high angle fault system in
the Briggs Mine area, which is believed to be the primary conduit for gold
mineralization, is the north-south trending Goldtooth fault.





Briggs
Satellite Projects





The Cecil
R satellite project is located four miles north of the Briggs Mine. The Company
completed an initial NI 43-101 compliant mineral resource estimate and technical
report in March 2010.  The following table displays the mineral
resource estimate at various cut-off grades.


17





Tons
                        
                        
                        Gold
                        
                        
                        ContainedCategory
                        
                        (x1,000)
                        
                        
                        (oz/ton)
                        
                        
                        OuncesCut-off Grade 0.005 oz/ton gold
      :Measured
      & Indicated
                        
                        
                        5,444
                        
                        
                        
                        0.016
                        
                        
                        
                        89,370Inferred
                        
                        
                        8,724
                        
                        
                        
                        0.014
                        
                        
                        
                        125,820Cut-off Grade 0.010 oz/ton gold
      :Measured
      & Indicated
                        
                        
                        3,240
                        
                        
                        
                        0.023
                        
                        
                        
                        73,490Inferred
                        
                        
                        5,144
                        
                        
                        
                        0.019
                        
                        
                        
                        99,390Cut-off Grade 0.015 oz/ton gold
      :Measured
      & Indicated
                        
                        
                        2,090
                        
                        
                        
                        0.028
                        
                        
                        
                        59,390Inferred
                        
                        
                        2,982
                        
                        
                        
                        0.024
                        
                        
                        
                        72,840





Work at
Cecil R leading up to the new NI 43-101 resource estimated included over 94
drill holes, surface geologic mapping, surface and underground sampling, and 3D
geologic modeling. Gold mineralization at Cecil R is hosted by the same geologic
unit which hosts the nearby Briggs Mine gold deposit. The gently west dipping
blanket-like zone of gold mineralization dips beneath Quaternary gravel cover
and is distributed over an area 1,500 feet by 1,200 feet and has a thickness of
10 to 60 feet.





Work on
the Cecil R project will continue during 2010 with economic evaluation of the
newly defined resource, baseline environmental studies, infill drilling to
upgrade resource classification, metallurgical testing, and
permitting.










During
2006, Canyon acquired the Suitcase and Mineral Hill deposits for 30,000 shares
of restricted common stock. The properties are located east and upslope from the
Cecil R and Jackson deposits.  In addition, Canyon will pay $135,000
in installments over ten years, plus a three percent NSR royalty that may be
reduced to one percent for $0.5 million per point of reduction.


18





Both
deposits have been actively explored by a number of mining companies since the
early 1980s.  In 1990, Pegasus Gold Corp conducted detailed helicopter
supported exploration work, including an 8,033 foot RC drilling program.
Cimarron Resources completed a 3,625 foot drill program on the Suitcase deposit
in 1997. These programs confirmed both areas as having significant quantities of
gold mineralization. Most holes averaged only 100 to 200 feet in vertical depth
and the deeper potential of both deposits, particularly Mineral Hill with its
steep structural controls of gold mineralization, remains to be
tested.





Environmental Regulation and
Permits





The
Briggs Mine operates under the requirements of the following significant permits
and agencies:  (1) Plan of Operations, BLM; (2) Mining and Reclamation
Plan, Inyo County; (3) Waste Discharge Requirements, Lahontan Regional Water
Quality Control Board (“Lahontan”); (4) Permits to Operate, Great Basin Unified
Air Pollution Control District; and (5) a stream bed alteration permit with
California Fish and Game. In January 2000, the Briggs Mine obtained an amendment
to its operating permit that allows mining of the Briggs North and Goldtooth
deposits. The amendment was obtained through an Environmental Assessment
conducted by the BLM and an equivalent document approved by the Inyo County
Planning Commission.





The BLM,
Inyo County, the California Department of Conservation, and Lahontan jointly
require Briggs to maintain reclamation bonds totaling $4.3 million to ensure
appropriate reclamation of the Briggs Mine and to mitigate any “foreseeable
release” of pollutants to state waters. The principal amounts of the bonds are
subject to annual review and adjustment, approximately $4.2 million of the bonds
are backed by a surety company and the bonds are partially collateralized as
follows: (1) $1.1 million held directly by the surety or the county; (2) a
security interest in 28,000 acres of real property mineral interests in Montana.
As part of the settlement with the surety during 2007, Canyon agreed to make
additional cash deposits with the surety totaling $1.0 million no later than
December 31, 2010. As of December 31, 2009, approximately $0.25 million remains
to be funded.





On April
10, 2003, the California State Mining Geology Board enacted a Backfill
Regulation that requires that all future metal mines be backfilled with certain
exceptions to the original contour of the landscape.  Any new open-pit
developments on our satellite properties outside the existing Briggs plan of
operations area may be required to comply with these regulations, although the
Act recognizes that under certain circumstances, existing permit areas may be
extended to incorporate mining locations necessary for the continued operation
or expansion of the existing operation without the backfilling
requirement.





DEVELOPMENT
PROPERTIES




Pinson
Mine Property




The
Pinson Mine property is located in Humboldt County, Nevada, about 30 miles east
of Winnemucca.  It is accessible by an all weather road leading about ten
miles north of the Golconda Exit from Interstate Highway 80 within the Getchell
Gold Belt in north-central Nevada.




In April
2009, Atna entered into a Mining Venture Agreement (“MVA”) for the Pinson gold
project with Pinson Mining Company (“PMC”), a Nevada general partnership
comprised of Homestake Mining Company of California and Barrick Holding Company
of California, both subsidiaries of Barrick Gold Corporation (NYSE:ABX). 
Under the MVA, Atna owns a 30 percent equity interest in the joint venture and
PMC owns 70 percent. PMC will manage the project. Atna’s share of
project expenditures for 2009 and January 2010 totaled $0.5
million.




The
Company entered into an Exploration Agreement (“the agreement”), effective
August 12, 2004, with PMC. Pursuant to the terms of the agreement, the Company
completed its obligations to earn a 70 percent interest in the Pinson Mine
Property and provided notice of its earn-in to PMC in January 2006. As of
December 30, 2009, the Company had spent a total of approximately $14.5 million
on the project, which was expensed for accounting purposes.




The
Company’s earn-in triggered an election by PMC to back-in to the project by
spending an additional US$30 million to advance exploration and development of
the project over a three-year period. In January 2009, PMC notified the Company
that it had reached its back-in requirement.


19




In June
2007, the Company completed an updated Technical Report on the Pinson Property
and revised the mineral resource calculations based upon all available data from
its work through June 2006. PMC completed substantial exploration work on
the Pinson Property subsequent to this resources estimate and that work has not
been incorporated into a revised NI 43-101 compliant technical report as of the
date of this report. The June 2007 mineral resource estimate is summarized in
the following table utilizing a cut-off gold grade of 0.20 oz/ton:




Tons
                    
                    
                    Gold
                    
                    
                    ContainedCategory
                    
                    (x1,000)
                    
                    
                    (oz/ton)
                    
                    
                    OuncesMeasured
      & Indicated
                    
                    
                    2,505
                    
                    
                    
                    0.424
                    
                    
                    
                    1,063,000Inferred
                    
                    
                    3,374
                    
                    
                    
                    0.340
                    
                    
                    
                    1,146,600







20





The
Pinson property is made up of a number of property parcels that are either
wholly-owned or under lease/option by PMC.  The property includes 3,800
acres of patented fee lands wholly-owned by PMC, 360 acres of leased patented
fee lands, 8,496 acres of federal unpatented lode mining claims wholly-owned by
PMC, and 1,362 acres of leased federal unpatented lode claims.  A total of
553 unpatented federal lode mining claims (both owned and leased by PMC) are
included in the property position.  Total acreage controlled by the joint
venture is 14,018 acres. The property is subject to net smelter return (“NSR”)
royalties varying from 3.5 percent to 7.5 percent on various claim groups within
the property.





The
Pinson Mine property is located within the Getchell Gold Belt where it
intersects the north end of the Battle Mountain Eureka trend.  The Pinson
Mine produced over 987,000 ounces of gold from relatively low-grade oxidized ore
by open pit mining methods, prior to 2000.  Gold production came from
decalcified, locally silicified and/or argillized, fine-grained, limy
sedimentary rocks of the Cambrian aged Comus Formation.  Mineralization is
focused along and adjacent to the Getchell Fault zone.





Atna
commenced a drill program in August 2004, to define a resource and to acquire
geotechnical data in two target areas from near surface to a depth of 1,500 –
2,000 feet.  Drilling focused on the relatively shallow portions of the CX
zone and on the Range Front zone.  A total of 30 holes, including about
20,000 feet of reverse circulation pre-collars and 10,000 feet of core tails
were completed in February 2005.





In 2006,
PMC and its affiliate Barrick Exploration completed a detailed gravity survey
within the area of interest. This work was followed by exploration and
delineation drilling in 2007 and 2008. A total of 163 drill holes were completed
consisting of 50,721 feet. of RC drilling and 61,857 feet of core drilling.
Surface drilling consisted of 103 drill holes, underground drilling total 60
drill holes. Combined drill footage was 112,578 feet. This drilling targeted the
Summer Camp, HPRI04, Range Front, Ogee and CX underground resources areas and
the Mag open pit resource area. In general, the drilling program did not extend
any of the known resources significantly. Drilling was suspended in December of
2008. In 2008, underground exploration drifting was re-started with 2,010 ft, of
drift excavation completed. The underground drift was designed to allow
delineation drilling to be completed in the CX, Ogee and Range Front Zones. The
underground excavation contract was terminated in January of
2009.  Over 4,000 feet of underground drift and workings have been
completed at the site.





Underground
workings at Pinson are being de-watered using deep de-watering wells.  A
total of four wells have been drilled and two rapid infiltration basins (RIBs)
have been constructed. PMC is in the process of acquiring additional water
rights that will allow the underground to be de-watered at the required rate. In
addition, PMC upgraded site electrical systems to support underground tunneling
and ventilation operations and constructed a lined stock pad for the stockpiling
of future mined ores. A second portal collar was also established for a planned
secondary access to the underground workings.





PMC has
completed an in-house review of the project for both underground and open pit
mining potential. They are currently reviewing their strategic options in
regards to the project, which may include sale of their interest. Should they
decide to sell their interest, Atna retains a right of first refusal to match
any offer within 60 days of that offer being presented to Atna. The 2010
budget for the Pinson project includes ongoing underground pumping and
maintenance operations. Atna’s share of the 2010 budget is $0.3
million.





Reward
Mine





The
Reward Mine is located on approximately 1,600 acres in southwestern Nye County,
Nevada, about 5.5 miles south-southeast of Beatty. Access is
gained via state highway 95 to the site access road turnoff followed by
a two mile gravel access road.Atna holds 18 unpatented lode claims
under three mining leases, which expire in 2024 and 2025, which typically carry
a three percent NSR royalty.  During 2006, Canyon acquired six patent
placer claims totaling 220 acres for $0.1 million and a residual three percent
NSR royalty. Atna now owns or leases 116 unpatented lode mining claims,
three unpatented placer claims, and six patented placer claims.


21











In March
2008, the Company completed a positive economic feasibility study for the Reward
Gold Mine (“Reward”). The feasibility study recommends development of a
conventional open pit mining, ore crushing, and heap leach gold production
operation. Operating synergies and cost benefits from the nearby Briggs Mine
could positively affect the operation.





Gold
reserves at Reward have been updated to account for the following
changes:





·
            An
      increase in the gold price outlook from $700 per ounce to $845 per
      ounce


·
            A 5
      percent increase in estimated direct operating
  costs


22





Reward
revised gold mineral reserves estimated using an internal net value of greater
than $0.01/ton is shown in the following table:





Tons
                  
                  
                  Gold
                  
                  
                  ContainedCategory
                  
                  (x1,000)
                  
                  
                  (oz/ton)
                  
                  
                  OuncesProven
                  
                  
                  1,366
                  
                  
                  
                  0.027
                  
                  
                  
                  37,220Probable
                  
                  
                  5,781
                  
                  
                  
                  0.024
                  
                  
                  
                  136,480Total
      Reward reserves
                  
                  
                  7,147
                  
                  
                  
                  0.024
                  
                  
                  
                  173,700





The
following table rolls forward the Reward Mine contained ounces of gold mineral
reserves for the year ended December 31, 2009:





Beginning
                
                
                Price & Cost
                
                
                EndingCategory
                
                2009
                
                
                Changes
                
                
                2009Proven
                
                
                36,000
                
                
                
                1,220
                
                
                
                37,220Probable
                
                
                121,000
                
                
                
                15,480
                
                
                
                136,480Total
      Reward reserves
                
                
                157,000
                
                
                
                16,700
                
                
                
                173,700




The
Reward operation is expected to produce approximately 139,000 ounces of gold
over a four year mine life at estimated average cash cost of $435 per ounce of
gold produced. The feasibility study included capital costs for crushing and
process plants, facilities and infrastructure, mining fleet and deferred
stripping of $24.3 million.  The Company is currently updating project
capital and economic outlooks to account for higher gold prices, operating costs
and increased gold reserves.





Reward
has received all major permits required to initiate development activities. A
project manager has been retained for the project and an office is being opened
in Beatty, Nevada. Immediate development activities include the completion of
design engineering, development of contractor bid packages, and initial
infrastructure development.  Infrastructure development includes
access road improvements, fencing, and placement of orders for long lead-time
items, power line and water supply development. Anticipated cost for this phase
of work will be approximately $3.0 million to be expended over a period of six
months beginning in March 2010.





Phase 2
activities include the construction of leach pad facilities, purchase of a
semi-portable crushing plant, and installation of an office, lab and shop
facilities. Pre-stripping of mine waste would also commence simultaneously with
the other construction activities. Timing on this construction phase will be
dependent upon a number of factors including the availability of free cash flow
from our Briggs Mine operation, availability of equipment, staffing and other
financing and logistical issues. We anticipate that Phase 2 construction could
be completed within a nine month period after the completion of Phase
1.





Final
reclamation and closure cost, which is included in overall production cost, is
estimated at approximately $2.5 million. The cost for reclamation and closure
bonds of approximately $5.9 million was estimated using the State of Nevada
statutory cost estimating model and has been approved by State regulatory
authorities. Bonds may be posted using a number of financial instruments
including cash or surety. This amount would be in addition to the capital
estimates stated above.





The
Reward property contains an intensely sheeted, north-south shear zone and
associated veins, which vary from steeply dipping to modest dip (45 degrees) to
the east, within a sequence of quartzitic beds, schists, and dolomites. The
Reward gold-mineralized structure has been sampled by more than 310 holes
totaling more than 100,000 feet drilled by a number of mining entities over the
past 15 years. Gold mineralization has been encountered over a strike length of
more than 2,400 feet and to a depth of 400 feet along the Reward structure. The
width of mineralization within the structural zone ranges from a few feet to up
to 200 feet. The mineralized structure remains open and untested at depth and
along strike to the south.


23





Mining
operations at Reward would utilize conventional 100-ton open pit trucks and
compatible loaders. Mined ore will be crushed to minus 3/8 inch and placed on a
lined pad for leaching and gold recovery. Process solutions will be captured in
solution tanks and circulated through activated carbon to capture entrained
gold. This loaded carbon would subsequently be dewatered, packaged, and
transported for final gold recovery to either Briggs in Inyo County, California,
or to a third party processing facility.





Environmental Regulation and
Permitting





During
2009 work was completed on an Environmental Assessment for Reward and the US
Bureau of Land Management signed the Record of Decision and Finding of No
Significant Impact to approve development of Reward in August 2009. In January
2010, the Nevada Division of Environmental Protection issued a Reclamation
Permit that became effective February 7, 2010. This permit, subject to the
placement of reclamation bonds, will allow Atna to commence construction of the
Reward Mine. Other major permits, including the Class II Air Quality Operating
Permit, Water Pollution Control Permit, and a Permit to Change Point of
Diversion, Manner of Use and Place of Use of The Public Waters, have also been
issued by the State of Nevada.





Columbia
Project





The
Company wholly-owns or leases the Columbia Gold Project (“Columbia”). The
Columbia property is located seven miles east of Lincoln and 45 miles northwest
of Helena, in Lewis and Clark County, Montana. Access to the properties is by
dirt roads from a paved highway that crosses the property.  Columbia
consists of approximately 24 patented and 68 unpatented mining claims. During
2008, the land position at Columbia was consolidated through the acquisition of
10 patented mining claims. The patented claims are subject to NSR royalties that
range from zero percent to six percent.





Between
1989 and 1993, exploration, bulk sampling, development studies, metallurgical
testing, and environmental baseline studies were conducted on the Columbia
property.  By 1993, total drilling on the property was 378 holes totaling
159,410 feet of drilling.  In addition, some 8,000 feet of surface
trenching was completed.





The
Company engaged an independent engineering firm with Qualified Persons, to
complete the first NI 43-101 compliant Technical Report and Mineral Resource
Estimate on the property in 2009 and announced the results of that study in
October 2009 (dated October 16, 2009 and filed on SEDAR on October 21, 2009).
The table below displays the results of this study at various cut-off
grades.





Tons
                        
                        
                        Gold
                        
                        
                        Contained
                        
                        
                        Silver
                        
                        
                        ContainedCategory
                        
                        (x1,000)
                        
                        
                        (oz/ton)
                        
                        
                        GoldOzs
                        
                        
                        (oz/ton)
                        
                        
                        SilverOzsCut-off Grade 0.010 oz/ton gold
      :Measured
      & Indicated
                        
                        
                        32,839
                        
                        
                        
                        0.030
                        
                        
                        
                        971,280
                        
                        
                        
                        0.100
                        
                        
                        
                        3,287,460Inferred
                        
                        
                        22,971
                        
                        
                        
                        0.027
                        
                        
                        
                        627,890
                        
                        
                        
                        0.083
                        
                        
                        
                        1,898,630Cut-off Grade 0.020 oz/ton gold
      :Measured
      & Indicated
                        
                        
                        16,665
                        
                        
                        
                        0.045
                        
                        
                        
                        741,680
                        
                        
                        
                        0.128
                        
                        
                        
                        2,135,480Inferred
                        
                        
                        10,705
                        
                        
                        
                        0.042
                        
                        
                        
                        453,570
                        
                        
                        
                        0.097
                        
                        
                        
                        1,035,790Cut-off Grade 0.050 oz/ton gold
      :Measured
      & Indicated
                        
                        
                        3,932
                        
                        
                        
                        0.090
                        
                        
                        
                        355,730
                        
                        
                        
                        0.202
                        
                        
                        
                        795,420Inferred
                        
                        
                        2,236
                        
                        
                        
                        0.086
                        
                        
                        
                        191,440
                        
                        
                        
                        0.117
                        
                        
                        
                        261,740





Montana
state law currently prohibits the development of the Columbia project as an
open-pit mine using cyanide based recovery technology. As a result, the Company
is conducting conventional gravity and froth flotation recovery analysis on bulk
samples from the mineralized zones. Initial results are promising, but
additional test work and economic analysis is required to economically optimize
this process route.





The
Columbia property is covered by middle Tertiary andesitic volcanic rocks. The
most important controls on mineralization are north to northwest-trending faults
that have localized quartz-pyrite-precious metal mineralization.  The
structures generally dip to the west and can be up to 150 feet wide. Gold and
silver occur in high grade quartz veins that are localized near the margins of
the shear zone, as well as in lower grade shattered zones between the high grade
veins. Gold mineralization occurs as fine-grained free gold as well as submicron
particles associated with pyrite.


24





The
Company is planning additional metallurgical test work, environmental base-line
studies, and economic analysis of the process alternatives during 2010 with the
goal of narrowing the project’s development alternatives and began mine
permitting.











Environmental
Regulation





Columbia
is located on patented and unpatented mining claims within a U.S. National
Forest. As with all mining projects, careful environmental study and permitting
will be required before a mine can be developed on the property. There are no
assurances that all needed permits will be issued, issued timely, or issued
without onerous conditions. An environmental impact statement and the permitting
process will require completion before any development activities can take place
on the property.


25


EXPLORATION
PROPERTIES




Clover




The
Clover property is situated 68 km northeast of Winnemucca in Elko County,
north-central Nevada, and consists of 110 unpatented lode claims covering
approximately 2,000 acres. Access is via all weather gravel roads off Nevada
State Route 18 and accessed from Interstate 80 at the Golconda
exit.  Driving time from Winnemucca is approximately 45
minutes.  A series of poorly maintained dirt roads provide access to
most areas of the property.  The topography on the property is
moderate, rising to 6,400 feet above sea level off the 5,000 feet above sea
level pediment covered valley bottom.




In an
agreement dated March 11, 2003, the Company obtained an option to acquire a 100
percent interest in 22 claims on the Clover property, subject to a three percent
NSR royalty.  Terms of the agreement include cumulative total payments to
the vendor of $0.3 million over 7.5 years. Atna completed the payments to the
underlying owner of the property in March 2010 and now owns 100 percent of the
property subject to the three percent NSR royalty to the original
owner.





The
Company optioned the property to Yamana Gold in November 2006. Yamana Gold has
been exploring the project since that time and has now completed all cash
payments to Atna required under the terms of the earn-in agreement ($0.4
million), but must complete the remaining portion of the work requirements of
its earn-in. To date, Yamana has spent approximately $1.3 million of the
required $3.3 million in exploration expenditures. Over the course of the next
18 to 24 months, dependent upon when permits are received, Yamana must spend an
additional $2.0 million in exploration expenditures to complete the expenditure
requirement and to earn a 51 percent venture interest in the project. Upon
completion of these initial vesting requirements, Yamana may elect to earn an
additional 19 percent interest in the project (70 percent total) by taking the
project through prefeasibility within 30 months of making the election to
increase its interest. Should Yamana earn an interest in the project, Atna will
retain either a 49 percent or 30 percent interest.




The
Clover prospect is a low sulfidation epithermal, vein-hosted gold prospect
situated along the northern margin of the Midas trough, near the Ken Snyder
Mine, on the southwest flank of the Snowstorm Mountains.  The property
is underlain by mid-Miocene aged, bi-modal volcanic rocks on the western margin
of the Northern Nevada Rift.  These rocks are the stratigraphic
equivalents to the units that host bonanza veins in the Midas
district.  Altered rhyolitic volcaniclastic rocks exposed throughout
the property contain anomalous gold (0.020-0.070 ppm). Gold mineralization
occurs within a north-northwest trending, structurally complex corridor named
the Jake Creek trend.


26









In 1982,
Nassau Minerals had claims in the area and completed geological mapping, rock
geochemical sampling, and drilled eight shallow, reverse-circulation (RC) holes
totaling 1,535 feet.  Amax Gold joint-ventured the property from
Nassau in 1987 and during 1988 completed additional geological/geochemical
surveys and drilled 16 RC holes totaling 6,835 feet.  Nassau joint
ventured the property with Touchstone from 1989 to 1992 and completed three RC
holes totaling 970 feet.  Nassau dropped the claims in
1993.


27




Gold
Fields/Santa Fe held claims in the property area in 1994 and conducted extensive
sampling and drilled 10 holes before dropping the property.  Echo Bay
acquired the property in 1995 and completed geological mapping, rock and soil
geochemical sampling, ground magnetic and IP geophysical surveys, and drilled 24
RC holes for 12,762 feet in 1996.  In 1997, Romarco Nevada Inc. joint
ventured the property with Echo Bay, and in 1998 drilled 17 RC and diamond holes
for 9,471.5 feet.




During
2005, New Sleeper Gold permitted drill access roads and completed three diamond
drill holes totaling 2,733 feet.  The drilling was conducted near
previous drilling at Clover Hill where previous results included significant
gold intercepts.  No significant gold intercepts were cut in the New
Sleeper drilling.  No exploration work was conducted on the property
during 2006.




During 2007, Yamana Gold carried out geological
mapping and geochemical surveying on the property.  Yamana received
drilling permits in October and commenced a 12,000 foot RC drilling program in
November.  Yamana completed seven 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
completed a second round of drilling in 2008 that included 10 RC drill holes
(8,000 to 9,000 feet) to follow-up encouraging gold and silver results
intersected in 2007 drilling. In 2008, Yamana cut several zones of gold
mineralization in the Clover Hill target area including:





·
            35
      feet grading 0.321 oz/ton gold and 0.54 oz/ton silver (hole
      CV006)


·
            25
      feet grading 0.03 oz/ton gold and 7.97 oz/ton silver (hole
      CV007)





Yamana Gold is completing permitting
activities required by the BLMto allow a third round of drilling. Yamana
anticipate’s that the BLM will grant the permits before the end of the second
quarter of 2010 and drilling is to commence shortly thereafter. Planned work in
2010 includes drilling to extend and in-fill gold mineralization in the Clover
Hill area and an initial round of drilling on the Saddle Target in the northern
portion of the property where seven new drill sites are
planned.





Tuscarora
and Adelaide Properties





On
February 15, 2008, the Company entered into an Option Agreement with Golden
Predator Royalty & Development Corporation ("GPRD"), where Golden Predator
would assume the obligation of Atna regarding the option with Newmont on the
Adelaide and Tuscarora gold exploration properties in Nevada.  Golden
Predator is obligated under its Option Agreement to complete $3.0 million in
expenditures by end 2011 to earn a 100 percent equity position in the project
subject to various earn-back rights held by Newmont. At the end of 2009, a total
of approximately $2.0 million had been spent toward the total spending
requirements. Atna is entitled to receive annual option payments equivalent in
value to 35 percent of the cost of work performed in the year. Atna received 0.3
million shares of Golden Predator as its 2009 option payment for the properties.
In addition, Atna shall retain an NSR of up to 1.5 percent but not less than 0.5
percent.  When a positive production decision has been made, Atna may
receive an additional production payment equivalent to $2.50 per ounce of gold
or gold equivalent ounce based on the established reserves or measured and
indicated ounces at that time, but not less than $250,000 for each
property.








In
addition, when a positive production decision has been made, Atna may receive a
production payment equivalent to $2.50 per ounce of gold or gold equivalent
ounce based on the established reserves or measured and indicated ounces at that
time, but not less than $250,000 for each property.





On
January 6, 2009, GPRD announced assay results on three core drill holes and two
reverse circulation (“RC”) drill holes at the Adelaide Project, located in
Southeastern Humboldt County, Nevada. The diamond drill results were the first
of a 13-hole diamond drilling program currently in progress, which offset high
grade intercepts in previous RC drilling. Core hole GPAD03, targeting the North
Margarite Vein, intersected 4.3 m of 15.42 gram per ton (“gm/t”) (14 ft of 0.45
oz/t) gold, including 1.5 m of 31.7 gm/t (5 ft of 0.93 oz/t) gold and 35 gm/t
silver, from 85 m (280 ft) drill depth.





In August
2009, GPRD completed an NI 43-101compliant technical report on the Adelaide
project. The technical report summarized all past exploration, including
successful exploration results from the company’s 2008-2009 drilling program,
where several +1.0 ounce/ton gold intercepts were intersected. Potential for
high grade, bonanza vein-style system was demonstrated in the drilling. A work
plan was recommended consisting of detailed mapping, compilation work, RC and
diamond drilling, and three dimensional modeling.


28


In
December 2009, GPRD reported that it had completed a 13 hole RC drill program
totaling 2,240 meters of drilling.  Significant mineralization was
encountered in this recent drilling highlighted by 21.7 gram per tonne (“g/t”)
gold across a true vein width of 7.1 meters, including 31.6 gpt gold across a
true vein width of 4.3 meters.  This drilling was focused primarily on
the Margarite vein structure,





GPRD has
initiated permitting for an exploration drift on the Adelaide property to
advance delineation drilling and metallurgical testing on the Margarite
vein.  The current plan is to develop underground workings to
approximately 250 feet below surface of the Margarite pit floor to establish
underground drilling platforms. These drill platforms will allow GPRD to further
delineate the know mineralization and to continue testing the same structure
down-dip, and also test parallel vein targets.





At the
Adelaide Project, gold mineralization is hosted within Tertiary banded
epithermal quartz-chalcedony veins and vein stockworks within the Cambrian
Preble Formation phyllites. Gold grades within the veins vary widely, but
bonanza-grades have been encountered in previous drilling by Newmont and the
current operator GPRD.





The
Tuscarora Mining District hosts numerous gold mineralized low-sulfidation,
quartz-chalcedony-adularia veins and mineralized shear zones.  Gold
bearing veins are hosted within Eocene intermediate volcanic and volcaniclastic
rocks. The district has seen recent production from the Dexter Mine (1988-1991)
where a small open pit gold deposit was exploited by Horizon Gold Shares. Only
limited work is being conducted by GPRD on this property.





Sand
Creek and Converse Uranium Joint Ventures, Wyoming





The Sand
Creek uranium joint venture area of interest is located to the south and east of
Douglas, Wyoming. In late 2005, the Company made the decision to review its
historical files and reactivate its uranium exploration program and acquired
mineral rights on approximately 3,000 acres by leasing and claim staking in
three separate locations within the program area, located along the southern end
of the Powder River Basin in Wyoming.





The
Company entered into the Converse Uranium Joint Venture (“Converse JV”) with New
Horizon Uranium Corporation (“New Horizon”) in January 2006. In August 2006, the
Converse JV joined with High Plains Uranium (now part of  Uranium One
Exploration USA Inc, “Uranium One”) to form the Sand Creek Joint Venture (“Sand
Creek JV”). The purpose of these joint ventures is to combine property positions
over a portion of the Sand Creek JV area.  The area of interest for
the Sand Creek JV covers an area of approximately 92,000 acres, located east and
south of Douglas, Wyoming.





Effective
February 2, 2009, the Company terminated the Converse JV when New Horizon failed
to meet its requirements to earn a participating interest in the
project.  In June 2009, the Company entered into a Supplemental
Agreement to the Sand Creek Uranium Project Exploration, Development and Mine
Operating Agreement. Under this Supplemental Agreement, Uranium One assumed the
role of project manager and may spend up to $1.6 million before December 31,
2012 to increase its interest in the project from 30 percent to 51 percent. The
Company is carried at no expense while Uranium One spends the funds to increase
its interest. During 2009, approximately $0.36 million was spent by Uranium One
on drilling activities. Uranium One’s equity interest in the project increased
to 32.6 percent and while Atna’s interest reduced to 67.4percent.





If
Uranium One does not earn up to a 51 percent position, then the Company will
assume the role of operator in the project.  At termination or
completion of the Supplemental Agreement, the existing Exploration, Development
and Mine Operating Agreement will remain effective and the partners’ operating
interests will be set in proportion to the amount of their respective
expenditures.





Sand
Creek uranium joint venture area was identified by the Company and its former
joint venture partners during a uranium exploration program in the early 1980s.
Drilling during 1981 and 1982 in the program area consisted of 88 drill holes
for approximately 69,000 feet. Within the program area, uranium drill hole
intercepts, as defined by down-hole gamma logging, identified the potential for
multiple uranium roll front type uranium deposits. Uranium mineralization in the
program area is hosted in the Chadron Formation, which is composed of
sandstones, conglomerates, and red to green siltstones and claystones. The
sandstones are lenticular in nature and average from five to 20 feet in
thickness and occasionally range up to 45-feet thick.  All of the
claims are underlain by the uranium host rocks of the Chadron
Formation.


29








In late
2006, a drill program began in the western portion of the Sand Creek JV area and
14 holes were completed totaling 10,395 feet, which clearly demonstrated the
presence of “roll front” style uranium mineralization. A follow up drill program
consisting of approximately 16 drill holes totaling 11,700 feet was completed in
mid-2007. Three of the 16 holes intercepted significant grades. The drilling
program consisted primarily of wide-spaced, reconnaissance style drilling with
drill hole spacing of 500 to 1,000 feet.





During
2009, Uranium One, completed 24 drill holes to an average depth of 755 feet
totaling 18,074 feet of drilling. Ten of the twenty-four holes drilled
encountered encouraging uranium intercepts of greater than 0.25 percent U3O8 x
feet thickness with a highlight of 6 feet at 0.11 percent U3O8.  The
drilling program was designed to test the step-out and in-fill potential of the
project’s roll front-style uranium mineralization.


30





Montana
Mineral Rights





Atna owns
approximately 0.9 million acres of mineral rights and fee lands in western
Montana.  The fee mineral rights underlie surface rights owned by
other parties.  The lands and mineral rights are comprised primarily
of lands assembled in the early 1900s by the former Anaconda Company for their
timber and mineral potential.  The lands occur in thirteen counties in
the mountainous terrain west of the Continental Divide, with most of the lands
being located within 50 miles east and west of Missoula, extending to the Idaho
State line, and within 60 miles west of Kalispell in north western Montana. The
mineral rights and fee lands contain many known occurrences of mineral
commodities including gold, silver, copper, barite and phosphate. Atna is
currently marketing approximately 860,000 acres of the total mineral rights
package.





Tram
Prospect





The Tram
prospect is located at the very western end of Yucca Mountain about 15 miles
north of Canyon’s Reward Project and 6 miles east of the town of Beatty in
southern Nye County, Nevada.  The Company staked 22 lode claims to
cover an area of intense advanced argillic alteration, silicification and
disseminated limonite after pyrite hosted in andesitic to dacitic volcanic rocks
of Miocene Age. The setting is similar to the area surrounding the Bullfrog Mine
some 8 miles to the west.  Two wide-spaced reconnaissance RC holes
drilled on the Tram prospect in the mid-1980s intersected several 10-foot to
30-foot zones of 0.01 to 0.02 oz/ton gold. The area is thought to be floored by
a major north dipping detachment-style low-angle fault that served as the
primary plumbing control for gold bearing hydrothermal fluids at Bullfrog. The
detachment fault has been mapped from Bullfrog to about 4 miles south of Tram
where it also hosts gold mineralization mined in two small open-pits in the
1980s. Production from these pits was about 130,000 ounces of gold.





No work
is anticipated for the 2010 field season.





Atlanta





The
Atlanta gold project is located in Lincoln County, Nevada. Atna has 135
unpatented federal lode claims covering possible strike and dip extensions of
gold-silver mineralization centered at the Atlanta Mine. The Atlanta Mine
produced approximately 147,000 ounces of gold and three million ounces of silver
grading 0.08 oz/ton gold (2.7 g/t gold) and 1.6 oz/ton silver (55.9 g/t silver)
between 1979 and 1985 via open pit methods. Gold-silver mineralization is
epithermal in nature and is hosted along the margin of the Oligocene Indian Peak
caldera principally within the young volcanic rocks. Mineralization is
associated with hydrothermal breccias, moderate to strong silicification, banded
to massive chalcedonic veining, and pervasive argillization of the hanging wall
volcaniclastics (intra-caldera fill). Surface geologic mapping and sampling is
planned for the 2010 field season.





Canadian
Properties





Atna
holds mineral rights, and in one case patented mineral and surface rights, in
five properties located in the Yukon and British Columbia. Three of the
properties are volcanogenic base metal massive sulfide targets; one property is
a Sedex base metal and gold property and one property is a volcanic rock-hosted
gold prospect.  Two of the properties have measured historic resources
(non-NI 43-101 compliant), while the remaining four properties are at various
stages of exploration. Since the 1997 field season, only a minimal amount of
exploration work has been conducted on the properties as the Company shifted its
primary interest to gold. Two properties without resources have seen a limited
amount of core drilling while the other two properties remain undrilled. All of
the properties have been explored to some extent in the past by means of
geochemical sampling, geological mapping, and various geophysical techniques.
All of the five properties have significant potential and warrant continued
exploration for the discovery and development of base and precious
metals.





No work
program is presently contemplated for these properties and the Company is
currently marketing these properties.


31





ROYALTY
INTERESTS





Royalty
Sale





In
September 2008, the Company sold a portfolio of royalty interests for $20
million. The royalty package was comprised of four royalty interests; a sliding
scale precious metal net smelter return (“NSR”) royalty on the Wolverine Project
located in the Yukon Territory, a three  percent NSR royalty on
portions of the McDonald gold property in Montana, and royalty interests on
properties in the Dominican Republic and Argentina.





Pinson
Royalty





In
January 2010, Atna acquired a 1.5 percent NSR royalty pertaining to
approximately four sections of land within the area of interest of the Pinson
Mine Project. This interest was acquired from Barrick Turquoise Ridge Inc., a
subsidiary of Barrick Gold. One of these sections contains gold resources
previously announced by Atna. Barrick acquired the royalty in its merger of
Placer Dome in 2006 and this royalty interest was covered under the area of
mutual interest clause within the Pinson MVA.





CLOSURE
PROPERTY





Kendall
Mine





The
Kendall Mine (“Kendall”) is located approximately 20 miles north of Lewistown,
Montana, and is accessible by paved U.S. highway and graded dirt
roads.  Atna controls approximately 1,052 acres in 70 patented claims
and fee land.  The Kendall Mine was developed as an open-pit,
heap-leach gold mine in September 1988. Through 1995, the Kendall operation
leached gold and silver from crushed ore on a year-round
basis.  Mining and crushing of all remaining ore was completed in
January 1995.  Leaching of the remaining gold in the heap leach pads
continued through early 1998.  All economic gold has now been
recovered, and the mine is currently in a reclamation and closure
mode.  The Kendall Mine produced approximately 302,000 ounces of gold
and approximately 136,000 ounces of silver from 1988 through
1998.  From 1998 to the present time, the Company has continued with
closure activities, principally relating to collection, treatment and disposal
of water contained in the process system and mine area, and re-vegetation of
waste rock dump surfaces.





Environmental Regulation
& Reclamation





The
Kendall Mine operated under permits issued by the Montana Department of
Environmental Quality (“MDEQ”) and other regulatory agencies.  A life
of mine permit was granted by the MDEQ on November 1, 1989.  The
Company is negotiating details of final mine closure with the MDEQ and the MDEQ
has approved the portions of the closure plan related to re-contouring,
re-vegetation, drainage and heap dewatering, but discussions of long-term water
handling and heap closure methods continue.





The
Kendall Mine permit area covers approximately 1,040 acres of which approximately
448 acres are disturbed.  As of December 31, 2008, a total of 370
acres or approximately 83 percent of the disturbed mining area has been
reclaimed. Contouring and placement of top soil on all disturbed areas, with the
exception of the leach pad areas was substantially completed by end of
2008.  CR Kendall has approximately $2.4 million on deposit in an
interest bearing account with the MDEQ for reclamation at the Kendall
Mine.





In
February 2002, the MDEQ issued a decision that a comprehensive EIS is needed for
completion of reclamation at Kendall. The MDEQ has never completed this EIS. In
2006, CR Kendall was given approval to commence leach pad capping
operations.  A bentonite enhance basal layer has now been placed on
all leach pads.  Atna’s estimate to achieve mine closure could be
impacted by the outcome of an agency decision following an EIS.





Regulatory
agencies must give final approval to all closure measures and be satisfied that
the mine has met all reclamation requirements.  There is no assurance
of agency satisfaction with mine closure.  The Kendall Mine uses
internal and external technical and legal experts to monitor and ensure
environmental compliance. Atna believes the operation is currently in material
compliance with all environmental and safety regulations.


32




ITEM
      4A.
            UNRESOLVED
      STAFF COMMENTS








ITEM 5.
            OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS





The
following discussion of the results of operations of the Company for each of the
years in the three-year period ended December 31, 2009, should be read in
conjunction with the financial statements of the Company included in Item 17 -
Financial Statements.





The
Company's financial statements are presented in US dollars and have been
prepared in accordance with Canadian GAAP. Material differences between Canadian
and U.S. GAAP, as applicable to the Company, are set forth in Note 20 to the
financial statements of the Company included in Item 17 - Financial
Statements.





A.
            Results
      from Operations





The
Company has financed its operations principally through the sale of assets,
issuance of debt and equity securities. The Company successfully restarted its
Briggs Mine during 2009, and its gold production is currently the Company’s
primary source of revenue. The Company is in the first phase of developing its
Reward Mine located in Nevada as a second source of gold production and revenue.
The long-term success of the Company depends on the Company continuing to be
able to place into production its portfolio of advanced stage
exploration/development properties or by discovering or acquiring additional
advanced-stage properties with the potential to generate profit and cash
flow.





The price
of gold is denominated in US dollars, and our current gold production operations
and significant properties are located primarily in the US. The Company owns
foreign mineral rights primarily in the form of royalties which may create
foreign currency exposure in the future when, and if, these foreign properties
are placed in production. As of July 1, 2009, the Company changed its reporting
currency from Canadian dollars to US dollars to better match the Company’s
primary exposure to the US dollar. Most of the Company’s current ongoing
expenses, revenues and assets are denominated in US dollars and that is expected
to continue in the foreseeable future.





Members
of the US Congress have repeatedly introduced bills which would supplant or
alter the provisions of the Mining Law of 1872. If enacted, such legislation
could change the cost of holding unpatented mining claims and could
significantly impact our ability to develop mineralized material on unpatented
mining claims. Such bills have proposed, among other things, to either eliminate
or greatly limit the right to a mineral patent and to impose a federal royalty
on production from unpatented mining claims. Although it is impossible to
predict at this point what any legislated royalties might be, enactment could
adversely affect the potential for development of such mining claims and the
economics of existing operating mines on federal unpatented mining claims.
Passage of such legislation could adversely affect the Company’s financial
performance.





On April
10, 2003, the California State Mining and Geology Board enacted a Backfill
Regulation that requires that all future metal mines be backfilled with certain
exceptions to the original contour of the landscape. Any new open pit
developments on our properties outside the existing Briggs plan of operations
area may be required to comply with these regulations, although the Act
recognizes that under certain circumstances existing permit areas may be
extended to incorporate mining locations necessary for the continued operation
or expansion of the existing operation without the backfilling
requirement.





The
global economy is currently in a period of high commodity prices and as a result
the mining industry is attempting to increase production. This has caused
significant upward price pressures on the operating costs of mining companies
especially in the area of skilled labor. The skilled labor needed by the mining
industry is in tight supply and its cost is increasing. Many competitors have
lower costs and their mines are located in better locations that may give them a
competitive advantage in hiring and retaining qualified employees.





The cost
of fuel to run machinery and generate electricity is closely correlated to the
price of oil. Over the past two years the price of oil has risen significantly
and has increased the operating cost of mines dependant on fuel and oil to run
their business. Continued upward price pressures in operating costs may cause
lower operating cash flows than expected which would have an adverse
impact.


33





Results
of Operations – Year Ended December 31, 2009 versus Year Ended December 31,
2008





For the
year ended December 31, 2009, Atna recorded net loss of $6.0 million, or basic
loss per share of $0.07, on revenues of $8.7 million. This compares to net
income of $15.8 million, or a basic income per share of $0.20, on revenues of
$0.2 million for the year ended December 31, 2008. Details of the $21.8 million
total negative variances in the results between the years were as
follows:





·
            A
      negative variance of $19.6 million in gain on asset disposals due to last
      year’s sale of royalties.


·
            A
      negative variance of $0.4 million related to a negative gross profit on
      gold sales during 2009.


·
            A
      positive variance of $0.7 million in general and administrative expenses
      was due primarily to decreased expenses related to merger related costs
      incurred during the first half of 2008 and post merger employee cost
      reductions.


·
            A
      negative variance of $0.9 million related to increased exploration expense
      due to spending at the Cecil R property, Briggs, Columbia and
      Pinson.


·
            A
      positive variance of $1.2 million due to a lower revision to final site
      restoration costs in 2009.


·
            A
      positive variance of $0.5 million due to no property write downs during
      2009.


·
            A
      negative variance of $0.8 million in interest income and expense due to
      lower cash balances and higher debt
balances.


·
            A
      positive variance of $0.4 million due to no write downs of marketable
      securities during 2009.


·
            A
      negative variance of $3.0 million due to no income tax benefits recorded
      in 2009.





At
December 31, 2009, cash and cash equivalents totaled $13.1 million, which
represented a net decrease of $3.6 million during the year. Net cash used in
operating activities was $9.6 million and resulted from primarily the net loss
from operations and cash used to build gold inventory-in-process. Net cash used
in investing activities of $7.8 million was primarily due to purchases of
property, plant and equipment at the Briggs Mine partially offset by proceeds
from sales of assets. Net cash provided by financing activities of $13.8 million
included $13.6 million net proceeds from the issuance of the Gold Bonds and $1.4
million of proceeds from the issuance of debentures partially offset by $1.1
million of payments on capital leases.





Although
the Company has significant potential future tax assets in the form of operating
loss carryforwards, its ability to generate future taxable income to realize the
benefit of these assets will depend primarily on bringing new mines into
production. As commodity prices, capital, legal, and environmental uncertainties
associated with that growth requirement are considerable, the Company has
applied some of its future tax assets related to the expected taxable income at
the Briggs Mine and the Reward Project to the future tax liabilities that were
generated as a result of the merger. The Company continues to apply a
significant valuation allowance to its other future tax assets not related to
the merger. Changes in the valuation allowance are primarily due to changes in
operating loss carryforwards and other temporary differences. The net loss
carryforwards will expire from 2010 through 2029. In addition, as a result of
the merger between the Company and Canyon, in March 2008, the Company’s
utilization of Canyon’s operating loss carryforwards will be substantially
restricted under section 382 of the US Internal Revenue Code due to the change
in ownership.





Results
of Operations – Year Ended December 31, 2008 versus Year Ended December 31,
2007





For the
year ended December 31, 2008, Atna recorded net income of $15.8 million, or
basic income per share of $0.20, on proceeds of approximately $20.0 million from
the sale of royalties. This compares to a net loss of $3.1 million, or a basic
loss per share of $0.05, on revenues of nil for the year ended December 31,
2007. The positive variance of $18.9 million was due primarily to the following
factors:


·
            Positive
      variance of $19.7 million in gain on asset disposals due to the sale of
      royalties.


·
            Negative
      variance of $2.3 million in selling, general and administrative expenses
      due to the consolidation of Canyon’s costs and other Canyon related
      operating costs partially offset by cost reductions in the Atna
      operations.


·
            Positive
      variance related to new income tax benefits of $3.0 million related to
      available tax net operation losses carry forwards that are expected to be
      utilized in the future.


·
            Negative
      variance of $1.4 million in provision for final site restoration due to an
      increase in expected final reclamation costs at the Kendall Mine that was
      acquired in the merger with Canyon.


·
            Negative
      variance of $0.3 million in reduced property and receivable
      write-downs.


34




·
            Negative
      variance of $0.4 million due to the accretion expense related to the
      Briggs and Kendall mines acquired in the Canyon
  Merger.


·
            Negative
      variance of $0.8 million in other income and expense, excluding the impact
      of the royalty sale. The variance was due primarily to a $0.4 million
      negative variance as a result of a write-off of marketable securities,
      lower interest income, and lower gains on the sales of
      investments.


·
            Positive
      variance of $1.2 million due to a decrease in exploration spending due to
      focus on Briggs restart.





At
December 31, 2008, cash and cash equivalents totaled $16.7 million, which
represented a net increase of $13.1 million during the year. The net increase
was due primarily to the $20.0 million of proceeds from the sale of royalties,
proceeds of $6.8 million from the sale of investments, cash provided by exercise
of stock options of $0.6 million offset by cash used in operating activities of
$6.1 million and capital expenditures of $8.2 million.





B.
              Liquidity
      and Capital Resources





Atna
expects that basic cash requirements over the next 12 months can be funded
through a combination of existing cash, cash flow from the Briggs operation,
short-term investments, debt, asset sales and, if necessary, equity issuances.
Atna’s 2008 sale of its royalty portfolio provided approximately $19.8 million
of net proceeds, which was sufficient to re-start and operate the Briggs Mine
without additional financing until October 2009 when Atna closed a C$1.5 million
convertible debenture. In December 2009, the Company closed a $14.5 million Gold
Bond offering. Based on the Company’s current low stock price, the Company does
not expect the exercise of options and warrants to be a significant source of
funds during 2010.





Gold
production from the Briggs Mine was 11,200 ounces for 2009. Gold production is
expected to range from 36,000 to 40,000 during 2010. Briggs Mine 2010 gold
production cash cost is estimated to be $600 to $625 per ounce and the current
life of mine cash cost is expected to range from $500 to $525 per ounce.
Projected cash costs have increased from prior expectations due to an increase
in fuel cost, the primary consumable at Briggs, and an increase in life-of-mine
strip ratio. The Briggs Mine is expected to produce gold through the year 2015
based upon the current mine plan, which was determined using a gold price of
$845 per ounce. The Briggs Mine is expected to generate positive cash flows
during the 2010 based on current gold prices.





The
Company entered into gold hedging contracts with the intent to protect the cash
flow from the possibility of lower gold prices during 2010 and beyond. The
current hedge position for 2010 consists primarily of a 6,000 ounce gold collar
with a floor price of $800 and a maximum price of $1,100 and 3,257 gold ounces
committed under the Gold Bonds repayment terms at a maximum price of $1,113. The
hedge position represents between 23 percent and 26 percent of expected
production during 2010 and approximately 8 percent in 2011.





In early
2009, the Company was granted a $10 million line of credit with an equipment
manufacturer to lease equipment with that manufacturer. As of March 19, 2010,
the Company’s outstanding lease obligations were approximately $4.0 million for
mining equipment.





Atna
continually evaluates business opportunities such as joint ventures, mergers
and/or acquisitions with the objective of increasing share value by creating
additional cash flow both to sustain us and to provide future sources of funds
for growth. While the Company expects that the future cash flows from the Briggs
Mine will help to finance its continuing activities, there are no assurances of
success in this regard. To implement the Company’s future goals of developing
its other mining properties, additional sources of funds will be required.
Expected sources of funds include cash flow from the Briggs Mine, debt markets,
equity markets, joint ventures and asset sales. If the Briggs Mine fails to
generate enough cash to implement management’s development plans and the debt
and equity markets lack liquidity, the Company’s ability to expand and sustain
future cash flows could be delayed or adversely impacted.





Financing
Transactions





Asset Sales: In September
2008, the Company sold its portfolio of royalty interests for $20 million. The
sale of the royalties resulted in a gain of approximately $19.8
million.





Equity Issuance: During the
fiscal year ended December 31, 2008, there were 850,000 common shares issued
related to the exercise of stock options that resulted in cash proceeds to the
Company of $0.6 million.




35




On March
18, 2008, the Company completed the Canyon Merger. Atna acquired all of Canyon’s
issued and outstanding common shares, warrants, and debentures. As a result of
the Canyon Merger, Atna’s issued and outstanding common shares increased by
approximately 17.1 million and share capital increased by $29.8 million. Canyon
is now a wholly-owned US subsidiary of Atna.





No common
shares were issued or sold by the Company during the current year. A roll
forward of the Company’s beginning and ending common shares outstanding as of
December 31, 2009 is as follows:




Number
      ofSharesBeginning
      balance
                
                
                83,291,133Activity
      during the period
                
                
                -Ending
      balance
                
                
                83,291,133





Notes Payable: As of December
31, 2009, there was $1.3 million of 12 percent debentures outstanding in current
liabilities. The debentures are convertible until September 18, 2010 to common
shares at any time at a conversion rate of C$0.76 per common share for a total
of 2.0 million underlying common shares. The debentures are callable by the
Company after six months without penalty.





As of
December 31, 2009, there was $0.8 million of six percent debentures outstanding
in non-current liabilities. The debentures are convertible until March 2011 to
common shares at any time at a conversion rate of $4.31 per common share for a
total of 0.2 million underlying common shares.





Gold Bonds Payable:On
December 9, 2009, the Company closed a private placement of $14.5 million of
gold bonds. The gold bonds, which will mature on December 31, 2013, and have an
interest rate of 10 percent per annum on the declining balance. The gold bonds
will be redeemed in sixteen equal quarterly installments equivalent to the
market value of approximately 814 ounces of gold per quarter based on a closing
gold price approximately ten trading days prior to the end of each quarter. The
gold bond agreement limits the Company’s hedge position to 50 percent of the
future estimated consolidated gold production.





The
Company recorded an initial discount on the gold bonds of $1.8 million. The
discount was comprised of $1.1 million of transaction costs associated with the
gold bonds and the $0.7 million initial fair value of the embedded derivative.
The discount is amortized using the effective interest method and was $0.1
million during 2009.





The
embedded derivative is the result of the gold bonds being amortized by the
Company delivering 13,028 ounces of gold over a sixteen equal quarterly
payments. The fair value of the embedded derivative fluctuates with changes in
the price of gold and changes in the forward price of gold. The initial fair
value of the embedded derivative was discounted at the Company’s assumed
borrowing rate of 12 Percent. The change in fair value of the embedded
derivative from the date of closing to December 31, 2009 resulted in a gain of
$0.6 million, which was recorded in the consolidated statements of operations in
unrealized (loss) gain on derivatives.





Total interest expense recorded related
to the gold bonds was $0.1 million, nil and nil as of December 31, 2009, 2008
and 2007. Future debt payments will be $3.6 million, $3.6 million, $3.6 million
and $3.6 million for the years ended December 31, 2010, 2011, 2012, and
2013.





Capital
Expenditures





Capital
expenditures for the year ended December 31, 2009 and 2008 totaled $8.6 million
and $8.2 million, respectively. The spending in 2009 was due primarily to the
capitalization of development costs and mining equipment leases at the Briggs
Mine. The capital requirements for 2010 to sustain Briggs Mine operations are
expected to be approximately $5.1 million inclusive of capitalized lease
payments. Development spending during 2010 on the Reward Project in Nevada is
expected to be approximately $3.0 million related primarily to preconstruction
activities including infrastructure improvements and fence construction. An
additional $0.9 million will be placed into escrow to support environmental
bonding requirements. Additional capital spending will be required to begin the
construction and pre-stripping waste at Reward and this spending will be subject
to availability of free cash flow from the Briggs Mine and financing from other
sources.




36




Outstanding
Warrants





The
following table summarizes warrants outstanding as of December 31,
2009:





Underlying
                
                
                Exercise PriceExpiration Date
                
                Shares
                
                
                (USD)May
      25, 2011
                
                
                2,435,294
                
                
                
                2.20





Surety
Bonds





The
Briggs Mine operates under permits granted by various agencies including the
BLM, Inyo County, California, the California Department of Conservation, and the
Lahontan Regional Water Quality Control Board (“Lahontan”). The Company has
posted cash and reclamation bonds with these agencies in the amount of $4.4
million of which $4.2 million are reclamation bonds supported by a surety. All
surety bonds are subject to annual review and adjustment.





C.
              US
      GAAP Reconciliation with Canadian
GAAP





In prior
years, there was one significant difference between Canadian GAAP and US GAAP,
which was the accounting for mineral properties. Effective January 1, 2008, the
Company changed its accounting policy for mineral properties from deferring
exploration costs incurred during the exploration stage to expensing such costs
in the year incurred. This change has been applied retroactively and the
comparative figures in the consolidated financial statements have been
restated.





The
Company issued options to US employees that were denominated in Canadian
dollars. According to the US GAAP guidance related to Share-Based Payments,
those options would be classified as liabilities rather than as equity. As of
December 31, 2009, the total liability related to this adjustment was $0.7
million and as of December 31, 2008 the total liability related to this
adjustment was $0.2 million.





In 2009,
a new statement was effective related to Determining Whether an Instrument (or
Embedded Feature) is indexed to an Entity’s Own Stock, which provides guidance
in determining whether or not derivative financial instruments are indexed to a
company’s own stock. It was determined that the Company’s outstanding warrants
and the US denominated notes payable would be recorded as a liability for US
GAAP. As of December 31, 2009, the total liability related to this adjustment
was $0.1 million.





In 2009,
the Company capitalized $1.2 million of transaction costs related to the
issuance of the gold bonds. Canadian GAAP records the transaction costs as a
discount to the liability. US GAAP records the transaction costs as an asset.
Both GAAPs amortize transaction costs to interest expense using the effective
interest method.





As of
December 31, 2009, the amortized balance of gold bond transaction costs is $1.1
million, which is shown as a difference in assets and liabilities.





The
impact of these differences on the summary consolidated financial disclosures
for the balance sheet, statement of operations and cash flows is as
follows:




37





As
      of December 31,
                
                2009
                
                
                2008
                
                
                2007(a)  AssetsTotal
      assets - Canadian GAAP
                
                $
                79,857,300
                
                
                $
                67,411,600
                
                
                $
                13,558,400US
      GAAP adjustment - transaction costs
                
                
                1,122,100
                
                
                
                -
                
                
                
                -Total
      assets - US GAAP
                
                $
                80,979,400
                
                
                $
                67,411,600
                
                
                $
                13,558,400(b)  LiabilitiesTotal
      liabilities - Canadian GAAP
                
                $
                25,819,900
                
                
                $
                8,137,000
                
                
                $
                1,095,100US
      GAAP adjustment - option/warrant/transaction costs
                
                
                1,842,500
                
                
                
                211,100
                
                
                
                -Total
      liabilities - US GAAP
                
                $
                27,662,400
                
                
                $
                8,348,100
                
                
                $
                1,095,100(c)  Shareholders'
      equityTotal
      shareholders' equity - Canadian GAAP
                
                $
                54,037,400
                
                
                $
                59,274,600
                
                
                $
                12,463,300US
      GAAP adjustment - option/warrant liabilities
                
                
                (720,400
                )
                
                
                (211,100
                )
                
                
                -Total
      shareholders' equity - US GAAP
                
                $
                53,317,000
                
                
                $
                59,063,500
                
                
                $
                12,463,300





For
      the Years Ended December 31,
                  
                  2009
                  
                  
                  2008
                  
                  
                  2007(d)
      OperationsNet
      loss - Canadian GAAP
                  
                  $
                  (5,960,100
                  )
                  
                  $
                  15,805,000
                  
                  
                  $
                  (3,116,400
                  )US
      GAAP adjustment - net option/warrant expense
                  
                  
                  (351,500
                  )
                  
                  
                  285,500
                  
                  
                  
                  -Net
      income (loss) under U.S. GAAP
                  
                  $
                  (6,311,600
                  )
                  
                  $
                  16,090,500
                  
                  
                  $
                  (3,116,400
                  )(e)
      Earnings per shareBasic
      and diluted income (loss) per share - Canadian GAAP
                  
                  $
                  (0.07
                  )
                  
                  $
                  0.20
                  
                  
                  $
                  (0.05
                  )US
      GAAP adjustment - net option/warrant expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Basic
      and diluted income (loss) per share - US GAAP
                  
                  $
                  (0.07
                  )
                  
                  $
                  0.20
                  
                  
                  $
                  (0.05
                  )(f)
      Cash flows from operating activitiesOperating
      activities - Canadian GAAP
                  
                  $
                  (9,633,200
                  )
                  
                  $
                  (6,064,100
                  )
                  
                  $
                  (3,803,100
                  )US
      GAAP adjustment - net option/warrant expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Operating
      activities - US GAAP
                  
                  $
                  (9,633,200
                  )
                  
                  $
                  (6,064,100
                  )
                  
                  $
                  (3,803,100
                  )(g)
      Cash flows from investing activitiesInvesting
      activities - Canadian GAAP
                  
                  $
                  (7,842,600
                  )
                  
                  $
                  18,769,900
                  
                  
                  $
                  3,522,500US
      GAAP adjustment - none
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Investing
      activities - US GAAP
                  
                  $
                  (7,842,600
                  )
                  
                  $
                  18,769,900
                  
                  
                  $
                  3,522,500(h)
      Cash flows from financing activitiesFinancing
      activities - Canadian GAAP
                  
                  $
                  13,820,000
                  
                  
                  $
                  495,600
                  
                  
                  $
                  264,000US
      GAAP adjustment - none
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Financing
      activities - US GAAP
                  
                  $
                  13,820,000
                  
                  
                  $
                  495,600
                  
                  
                  $
                  264,000





D.
            Research
      and Development, Patents and Licenses,
etc.





As the
Company is a mineral exploration company with no research and development, the
information required by this section is not applicable.





E.
            Trend
      Information





During
2009, the Company was successful in placing its Briggs Mine into production and
completed the permitting of the Reward Mine. Gold production from Briggs
totalled 11,200 ounces in 2009, but is expected to range from 36,000 to 40,000
ounces during 2010.  The Company’s financial success will be dependent
upon its ability to generate sufficient levels of cash flow from the Briggs Mine
to support the debt service and corporate overhead during 2010. The future
development of the Reward Mine may take longer than expected due to the
financing and market certainty inherent in the mining industry. The market value
of the Company’s assets is largely dependent upon factors beyond the Company’s
control such as precious metal prices, availability of financing at reasonable
terms and many other factors.





The cost
for diesel fuel continues to fluctuate with the market price of oil. Diesel fuel
is and will continue to be a significant operating and reclamation expense. The
Company expects continued high fuel costs, increased hiring costs, and the cost
of retaining qualified mining personnel to have an impact on continuing
operations in the future.




38




F.
            Off-Balance
      Sheet Arrangements





As of
December 31, 2009, the Company had no outstanding off-balance sheet
arrangements.





G.
            Tabular
      Disclosure of Contractual
Obligations





The
Company’s material contractual obligations as of December 31, 2009:





Payments due by PeriodLess than
                
                
                
                
                
                
                
                
                More thanTotal
                
                
                1-year
                
                
                1-3 years
                
                
                4-5 years
                
                
                5-yearsLong
      term debt obligations
                
                $
                16,658,400
                
                
                $
                4,946,200
                
                
                $
                11,712,200
                
                
                $
                -
                
                
                $
                -Capital
      lease obligations
                
                
                2,979,200
                
                
                
                1,623,600
                
                
                
                1,355,600
                
                
                
                -
                
                
                
                -Operating
      lease obligations
                
                
                113,000
                
                
                
                73,000
                
                
                
                40,000
                
                
                
                -
                
                
                
                -Asset
      retirement obligations
                
                
                6,945,500
                
                
                
                938,900
                
                
                
                2,472,600
                
                
                
                3,041,900
                
                
                
                492,100Total
                
                $
                26,696,100
                
                
                $
                7,581,700
                
                
                $
                15,580,400
                
                
                $
                3,041,900
                
                
                $
                492,100




39





ITEM
      6.
            DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES





A.
              Directors
      and Senior Management





Names
municipalities of residence, offices and principal occupations of the directors
and senior executives of the Company are as follows:





Name and
                          Municipality of
                          Residence
                        
                        Office held with
                          the Company
                        
                        Director or
                          Officer since
                        
                        Other Principal
                          Directorships
                        
                        Principal
                          OccupationDavid
      H. Watkins
                          British
      Columbia Canada
                        
                        Executive
      Chairman
                        
                        March
      2000
                        
                        Maudore
      Minerals Ltd.; Golden Goose Resources Ltd.; EURO Resources
      S.A.;
                          Commander
      Resources Ltd.; Golden Minerals Company; Camino Minerals Corp.; Valley
      High Ventures
                        
                        NoneJames
      K.B. Hesketh
                          Colorado,
      United States
                        
                        President,
      Chief Executive Officer and Director
                        
                        September
      2001
                        
                        None
                        
                        NoneGlen D. Dickson(1
      ,2)
                          British
      Columbia, Canada
                        
                        Director
                        
                        December
      2002
                        
                        Gold-Ore
      Resources Ltd.;  Brazilian Gold Corp.
                        
                        Chairman
      and CEO of Gold-Ore Resources Ltd.David K. Fagin(1,
      2)
                          Colorado,
      United States
                        
                        Director
                        
                        March
      2008
                        
                        Pacific
      Rim Mining Ltd.; Golden Star Resources Ltd.
                        
                        InvestorRonald D. Parker(1,
      2)
                          Missouri,
      United States
                        
                        Director
                        
                        March
      2008
                        
                        None
                        
                        Chief
      Executive Officer of Gammill Inc.Christopher
      E. Herald
                          Colorado
      United States
                        
                        Director
                        
                        August
      2009
                        
                        Solitario
      Exploration and Royalty Corp., Underworld Resources Inc., Denver Gold
      Group
                        
                        Chief
      Executive Officer of Solitario Exploration and Royalty
    Corp.John
      Theobald
                          London,
      England, UK
                        
                        Director
                        
                        October
      2009
                        
                        Anglo
      Pacific Group Plc., Maudore Minerals Ltd.
                        
                        Chief
      Operation Officer of Anglo Pacific Group Plc.William
      R. Stanley
                          Arizona,
      United States
                        
                        Vice
      President – Exploration
                        
                        January
      2004
                        
                        None
                        
                        NoneDavid
      P. Suleski
                          Colorado,
      United States
                        
                        Vice-President
      and Chief Financial Officer
                        
                        March
      2008
                        
                        None
                        
                        None


(1)  Member
of the Audit Committee.


(2)  Member
of the Compensation Committee.





Each
director shall, unless he resigns or his office becomes vacant for any reason,
hold office until the close of the next annual meeting of shareholders or until
his successor is elected or appointed.





There are
no family relationships between any of the directors and officers of
Atna.





There are
no arrangements or understandings with major shareholders, customers, suppliers
or others, pursuant to which any person referred to above was selected as a
director or member of senior management, except for Mr. Theobald who was
recommended by Anglo Pacific Group Plc. (a 17 percent shareholder) as a
director.




40





The
business experience, functions and areas of experience of each director and
officer, including activities performed outside the Company, are as
follows:





David H.
Watkins 65 was appointed Executive Chairman in January 2009. Mr. Watkins
has over 40 years experience in exploration, development, and mining
operations.  During the early part of his career, he served as
exploration geologist for Newmont and Noranda. He later joined Falconbridge
Copper Ltd. as an Exploration Geologist and rose to Chief Geologist responsible
for exploration in Quebec and mine operations at Lake Dufault and Opemiska. Mr.
Watkins was appointed Vice President, Exploration in 1986 and later became
President of Minnova Inc., the successor company to Falconbridge Copper. Mr.
Watkins served as President of Cyprus Exploration and Development Corporation
and Senior Vice President, Exploration for Cyprus Amax Minerals Company for six
years prior to joining Atna in 1999. Mr. Watkins served as President and CEO of
Atna from 1999 to 2008.





James K. B.
Hesketh 52 became President and Chief Executive Officer in January 2009.
Mr. Hesketh has a diverse career in the mining industry, with over 30 years in
positions covering mining finance, corporate business development, mine
operations, mine engineering and consulting with companies including NM
Rothschild & Sons (Denver) Inc., Cyprus Amax Minerals Company, Pincock,
Allen & Holt, Inc., and Dresser Industries. Prior to Mr. Hesketh's current
role, he was President and CEO of Canyon and served as a Director of
Atna.





Glen D.
Dickson60
has been a Director of the Company since 2002.  Mr. Dickson obtained
his B.Sc. (Advanced) degree in Geology in 1974 and has been involved in mineral
exploration continuously since then with a variety of Canadian major and junior
exploration companies. Mr. Dickson served as Senior Geologist with Asamera
Minerals Inc. from 1987 to 1992, and later served as President and Chief
Executive Officer of Cumberland Resources Ltd from 1993 through
2002.  Mr. Dickson is currently the Chief Executive Officer of
Gold-Ore Resources Ltd.





Ronald D.
Parker 59 was appointed a director of the Company on March 18,
2008. Mr. Parker was a former Director of Canyon. He joins Atna's board
through the Canyon Merger. Mr. Parker currently serves as President and CEO of
Gammill Inc, a manufacturing company. From 1998 to 2002, he served as President
and CEO of Apollo Gold Inc. Mr. Parker has held several positions with Homestake
Mining Company and its subsidiaries including Vice President of Homestake Mining
Company, President of Homestake Canada, Inc., President of Prime Resources
Group, Inc. and General Manager of the McLaughlin Mine.





David K.
Fagin 71 was appointed a Director of the Company on March 18, 2008. Mr.
Fagin was former Director of Canyon.  From 1992 to 1996, he served as
Chairman and CEO of Golden Star Resources Ltd. and then as non-executive
Chairman for an additional two years. From 1997 to 2000, he served as Chairman
and CEO of Western Exploration and Development Ltd., and later as consultant and
Corporate Director. Mr. Fagin has served as President and Director of Homestake
Mining Company, Rosario Resources Corporation, and as Vice President of AMAX
Inc. He is currently Director of Pacific Rim Mining Ltd. and Golden Star
Resources Ltd., both publicly held mining companies.





Christopher E.
Herald 56 joined Atna's Board of Directors in August 2009. He has over 30
years of experience in the mining industry and has been President & CEO and
a Director of Solitario Exploration and Royalty Corporation since 1992. Mr.
Herald also serves as Chairman of the Denver Gold Group, a non-profit mining
industry association recognized for organizing the preeminent North American,
European and Asian gold precious metal forums for institutional investors. He
was instrumental in discovering the 1.5 million ounce high-grade Buckhorn
Mountain Gold deposit for Crown Resources and its subsequent sale to Kinross
Gold for approximately $240 million in 2006. Chris was also responsible for the
initial exploration successes of the 1.5 million ounce Kettle River open pit and
underground deposits. During his career, he has held various positions in
Anaconda Minerals, Echo Bay Mines and Crown Resources.





John
Theobald 52 joined Atna's board in October 2009. He is a mining executive
with over thirty years international experience in exploration, operations,
business development and mining finance. He is currently executive director and
chief operating officer of Anglo Pacific Group plc; a London based listed mining
royalty company. Mr. Theobald spent the early part of his career with Anglo
American Corporation including time on the Witwatersrand goldfields in South
Africa. After a short tenure with Phelps Dodge Mining Company and vice-president
of a Canadian junior gold company, Mr. Theobald held various senior positions
with Iscor Mining (since split into Kumba Iron Ore and Exxaro Resources),
Metorex and the major industrial minerals group SCR-Sibelco. Mr. Theobald is
qualified as a Chartered Engineer and has a BSc with Honours in geology from the
University of Nottingham.




41




William R.
Stanley54
was appointedVice
President of Exploration in 2004.  Mr. Stanley has over 30 years experience
as a mineral exploration geologist.  While the vast majority of Mr.
Stanley’s exploration experience is in the Western United States, he has also
developed and led international exploration efforts in Mexico, Chile, and New
Zealand.  Mr. Stanley holds a Bachelor of Science degree in Geology, from
Central Washington University, a Master of Business Administration from Arizona
State University. Prior to joining Atna, Mr. Stanley was an independent mining
consultant providing services to both major and junior exploration firms. He has
held positions with Cyprus Amax as the US Exploration Manager, and Homestake
Mining Company as Senior Exploration Geologist where he was responsible for
several gold deposit discoveries, two of which were placed into
production.





David P.
Suleski 49 was appointed Vice President, Chief Financial Officer and
Corporate Secretary of the Company in March 2008.  Prior to that Mr.
Suleski served as Vice President, Chief Financial Officer, Treasurer and
Corporate Secretary of Canyon since 2006.  Mr. Suleski is currently
responsible for the Company’s internal and external financial reporting, risk
management, treasury, Corporate Secretary, human resources functions for the
Company.  Mr. Suleski has held various controller, assistant controller and
treasurer positions with Golden Star Resources, Apex Silver Mines and Cyprus
Amax.  Other related business experience includes NM Rothschild & Sons
and PricewaterhouseCoopers.




42




(B)
            Compensation





Name and principal position
                                (a)
                              
                              Year
                                (b)
                              
                              Fee or
                                Salary
                                ($)
                                (c)
                              
                              
                              Option-
                                based
                                awards
                                ($)
                                (4)
                                (e)
                              
                              
                              Non-equity
                                incentive
                                plan
                                compensation
                                Annual
                                incentive
                                plans
                                ($)
                                (4)
                                (f1)
                              
                              
                              Total
                                compensation
                                ($)
                                (i)William
      J. Coulter (1)
                              
                              2009
                              
                              
                              7,153
                              
                              
                              nil
                              
                              
                              nil
                              
                              
                              
                              7,153Glen
      D. Dickson
                              
                              2009
                              
                              
                              16,012
                              
                              
                              
                              32,760
                              
                              
                              nil
                              
                              
                              
                              48,772David
      K. Fagin
                              
                              2009
                              
                              
                              17,500
                              
                              
                              
                              32,760
                              
                              
                              nil
                              
                              
                              
                              50,260Ronald
      D. Parker
                              
                              2009
                              
                              
                              13,787
                              
                              
                              
                              32,760
                              
                              
                              nil
                              
                              
                              
                              46,547Christopher
      E. Herald (2)
                              
                              2009
                              
                              
                              9,494
                              
                              
                              
                              60,067
                              
                              
                              nil
                              
                              
                              
                              69,561John
      Theobald (3)
                              
                              2009
                              
                              
                              5,000
                              
                              
                              
                              32,760
                              
                              
                              nil
                              
                              
                              
                              37,760David
      H. Watkins – Executive Chairman of the Board
                              
                              2009
                              
                              
                              105,084
                              
                              
                              
                              32,760
                              
                              
                              nil
                              
                              
                              
                              137,844James
      K. B. Hesketh – President, Chief Executive Officer
                              
                              2009
                              
                              
                              225,000
                              
                              
                              
                              109,200
                              
                              
                              
                              12,000
                              
                              
                              
                              346,200David
      P. Suleski – Vice President, Chief Financial Officer
                              
                              2009
                              
                              
                              140,000
                              
                              
                              
                              54,600
                              
                              
                              
                              10,000
                              
                              
                              
                              204,600William
      R. Stanley  – Vice President, Exploration
                              
                              2009
                              
                              
                              131,560
                              
                              
                              
                              54,600
                              
                              
                              
                              10,000
                              
                              
                              
                              196,160





(1)
              Mr.
      Coulter retired on August 7,
2009.


(2)
                Mr.
      Herald was appointed to the Board of Directors on August 7, 2009.(3)
                Mr.
      Theobald was appointed to the Board of directors on October 7,
    2009.


(4)
              Dollar
      amounts provided for option-based awards reflect fair value on the date of
      grant and dollar amounts for annual incentive plans, both are determined
      with reference to Compensation Discussion and Analysis
    below.





The
foregoing table and accompanying notes set forth all compensation paid by the
Company to its directors and senior management for the positions held as of the
fiscal year ended December 31, 2009:





No part
of this compensation was paid pursuant to a profit sharing plan. There were no
amounts set aside for a pension, retirement or similar benefits plans for any
director or officer.




43




C.
            Board
      Practices





Election
of Directors





Directors
of the Company are elected at the annual general meeting to hold office until
the next general meeting or until that person ceases to be a Director before
then.





Termination
of Employment, Change in Responsibilities and Employment Contracts





During
the most recently completed financial year, as a result of the Canyon Merger
during 2008, the Company entered into employment and change of control
agreements on March 18, 2008 (the “Employment Agreements”) with each of James K.
B. Hesketh and David P. Suleski.





Upon
completion of the Canyon Merger, Mr. James Hesketh, the President, CEO and a
director of Canyon, became Atna’s President and Chief Operating Officer and
entered into an employment and change of control agreement with Atna. Upon
completion of the Canyon Merger, Mr. David Suleski, Chief Financial Officer,
Vice President, Treasurer and Corporate Secretary of Canyon, became Atna’s Vice
President and Chief Financial Officer and also entered into an employment and
change of control agreement with Atna.





The
following summary of the Employment Agreements of Mr. Hesketh and Mr. Suleski is
qualified in its entirety by reference to the form of Employment Agreement as
filed on Form F4/A with EDGAR. The Employment Agreement will terminate two years
after the closing of the Canyon Merger, unless terminated sooner pursuant to
terms of the agreement, and may be renewed for periods of one year at a time
thereafter. If Atna terminates the employment of the employee without cause, or
the employee terminates employment for good reason (as defined in the
agreement), then the employee will be entitled to: (i) accrued compensation,
(ii) a severance payment equal to the sum of two times the employee’s annual
salary plus two times the employee’s average annual bonus received during the
preceding two completed calendar years, in the case of Mr. Hesketh, and a
severance payment equal to the sum of 1.5 times the employee’s annual salary
plus 1.5 times the employee’s average annual bonus received during the preceding
two completed calendar years, in the case of Mr. Suleski, (iii) vesting of all
equity awards that vest based on time, (iv) possible performance-based equity
and long-term incentive awards, (v) all other allowable rights under any
compensatory or benefit plan, and (vi) continuation of health insurance coverage
for a period of one year for the employee and the employee’s spouse and
dependent children at Atna’s expense upon timely COBRA election (collectively,
“Severance Compensation”). If Atna makes a material reduction in the employee’s
annual salary, the employee may terminate their employment with Atna for good
cause and receive the same compensation listed above for termination of
employment without cause.





The
Employment Agreement contains a covenant not to compete with the company during
the term of employment and for a period of one year following termination of
employment, including recruitment of any employee away from Atna (unless that
employee served as an executive assistant to the employee in question). The
covenant not to compete also prohibits the employee from inducing any customers
of Atna to curtail or cancel their business with Atna, inducing any Atna
employee to terminate their employment with Atna, or assisting any third party
in soliciting any employee of Atna.





If there
is a Change of Control (as defined in the Employment Agreement and including
transactions such as certain mergers or a sale of all or substantially all of
Atna’s assets), Atna will make a lump sum cash payment to the employee equal to
the sum of two times the employee’s annual salary and average annual bonus, in
the case of Mr. Hesketh, and 1.5 times the employee’s annual salary and average
annual bonus, in the case of Mr. Suleski, both as calculated using the
immediately preceding calendar years. If the employee receives compensation
pursuant to a Change in Control, the employee will not be entitled to receive
Severance Compensation (other than any accrued compensation) unless at least one
year elapsed between the time that the employee received compensation pursuant
to the Change in Control and the time that Atna terminates the employment of the
employee without cause or the employee terminates employment for good reason.
Atna is also obligated to pay a tax gross-up payment to cover certain taxes
which may be incurred in connection with a change of control.




44




The
Company entered into change in control agreements on January 11, 2007 (the
“Control Agreements”) with each of David H. Watkins and William R.
Stanley.  For the purposes of the Control Agreements, a “change of
control” is deemed to have occurred in the following circumstances:





·
            The
      acquisitions by any person or any group of persons acting jointly or in
      concert (as defined in the Securities Act (British Columbia)) whether
      directly or indirectly, of voting securities of the Company which,
      together with all other voting securities of the Company held by such
      person or persons, constitutes, in the aggregate, more than 35 percent of
      all outstanding voting securities of the
  Company;




·
            The
      sale, lease, or other disposition of all or substantially all of the
      assets of the Company to another person other than a subsidiary of the
      Company; or




·
            An
      amalgamation, arrangement or other form of business combination of the
      Company with another company which results in the holders of voting
      securities of that other company holding in the aggregate more than 35
      percent of all of the outstanding voting securities of the company
      resulting from the business
combination.




Pursuant
to the terms of the Control Agreements, upon the occurrence of both a change in
control and the termination of employment within 12 months following the change
in control, other than for cause, or resignation from employment from the
Company for good reason (as defined in the Control Agreements), the terminated
or resigning party will be entitled to a termination payment that will include a
payment of: (i) two times the annual base salary; (ii) two times the annual
bonus; and (iii) all vacation pay due and any unpaid bonus’ as at the last day
of employment. Mr. Watkins is also entitled to two times the annual cost to the
Company of all benefits received as at the last day of employment, or the
Company may, at its option, continue such coverage for a 24-month
period.





Salary
payments related to the above agreements are based on the current salary at the
time of the event. The bonus payment is based on the any payment received from
the previous year. The option-based payment is based on the fair value of
options received in the previous year. Assuming that an event triggered a
contractual payment during 2010 the following estimated maximum payments would
be required:





Name
                    
                    Employment
                      Contract Payment ($)David
      W. Watkins
                    
                    
                    296,000James
      K.B. Hesketh
                    
                    
                    1,261,000David
      P. Suleski
                    
                    
                    559,000William
      R. Stanley
                    
                    
                    402,000





Description
of Board Committees





The Board
has established two full-time committees, an Audit Committee and a Compensation
Committee. These committees are comprised entirely of independent non-related
directors. The Board has adopted a charter with respect to its Audit and
Compensation Committees and a Code of Ethics for Officers, as more fully set
forth below:





Audit Committee
Charter





Purpose





The
Committee serves as the representative of the Board for the general oversight of
the Company’s affairs relating to:




45




·
              the
      internal controls and management information systems of the
      Company


·
              the
      quality and integrity of the Company’s financial
  statements


·
              the
      Company’s compliance with legal and regulatory
  requirements


·
              the
      auditor’s qualifications and independence;
and


·
              the
      performance of the Company’s internal audit function and
      auditors.





Through
its activities, the Committee facilitates open communication among directors,
auditors and management by meeting in private sessions regularly with these
parties.





The
Committee also provides oversight regarding significant financial matters,
including borrowing, currency exposure, dividends, share issuance and
repurchases, and the financial aspects of the Company’s benefit
plans.





Committee
Membership





The Audit
Committee of the Board of Directors (the “Board”) shall consist of at least
three directors.  Each member of the Audit Committee shall meet the
listing standards relating to independence of the Toronto Stock Exchange (the
“Exchange”) and all other applicable regulatory authorities.  Under
the Sarbanes-Oxley Act, at least one member of the Committee must be a
“financial expert,” whose qualifications include financial literacy,
independence and accounting or related financial expertise. The Audit Committee
shall report to the Board. A majority of the members of the Committee shall
constitute a quorum. The members of the Audit Committee shall be appointed and
replaced by the Board.





Meetings
and Procedures





The Audit
Committee shall convene at least four times a year.





It shall
endeavor to determine that auditing procedures and controls are adequate to
safeguard Company assets and to assess compliance with Company policies and
legal requirements.





Responsibilities





The Audit
Committee shall:





1.
            Have
      the sole authority to select, compensate, oversee, evaluate and, where
      appropriate, replace the auditor.


2.
            Annually
      review the management arrangements for the
  Company.


3.
            Annually
      review and approve the proposed scope of each fiscal year’s internal and
      outside audit at the beginning of each new fiscal
  year.


4.
            Review
      and approve any audit and non-audit services and fees to be provided by
      the Company’s auditor.


5.
            At
      or shortly after the end of each fiscal year, review with the auditor and
      management, the audited financial statements and related opinion and costs
      of the audit of that year.


6.
            Review
      funding and investment policies, implementation of funding policies and
      investment performance of the Company’s benefit
  plans.


7.
            Provide
      any recommendations, certifications and reports that may be required by
      the Exchange or applicable regulatory authorities including the report of
      the Audit Committee that must be included in the Company’s annual proxy
      statement.


8.
            Review
      and discuss the annual audited financial statements and quarterly
      financial statements with management and the
  auditor.


9.
            Have
      the authority to engage independent counsel and other advisers as it
      determines necessary to carry out its duties. The Company shall provide
      for appropriate funding, as determined by the Audit Committee,
      in


its
      capacity as a committee of the Board, for payment of compensation to any
      advisers employed by the Audit committee and to the auditor employed by
      the Company for the purpose of rendering or issuing an audit
      report.


10.
            Discuss
      with management and the auditor the Company’s policies with respect to
      risk assessment and risk
management.


11.
            Meet
      separately, periodically, with management and the
  auditor.


12.
            In
      consultation with the auditor and management, review the integrity of the
      Company’s financial reporting
process.


13.
            Review
      periodically the effect of regulatory and accounting initiatives, as well
      as off-balance sheet structures, on the financial statements of the
      Company.




46




14.
            Review
      with the auditor:


(a)      any
audit problems or other difficulties encountered by the auditor in the course of
the audit process, including any restrictions on the scope of the auditor’s
activities or on access to requested information, and any significant
disagreements with management; and


(b) management’s
responses to such matters.


15.
            Review
      and discuss with the auditor the responsibility, budget and staffing of
      the Company’s internal audit
function.


16.
            Report
      regularly to the Board. Such report to the Board may take the form of an
      oral report by the Chairman or any other member of the Audit Committee
      designated by the Audit Committee to make such
  report.


17.
            Perform
      a review and evaluation, at least annually, of the performance of the
      Audit committee. In addition, the Audit Committee shall review and
      reassess, at least annually, the adequacy of this Charter and recommend to
      the Board any improvements to this Charter that the Audit Committee
      considers necessary or valuable. The Audit Committee shall conduct such
      evaluations and reviews in such manner as it deems
      appropriate.





Compensation Committee
Charter





Purpose





The
Compensation Committee is appointed by the Board to discharge the Board’s
responsibilities relating to compensation to the Company’s executive. The
Compensation Committee has overall responsibility for approving and evaluation
the management, the compensation plans, policies and programs of the Company.
The Compensation Committee is also responsible for producing an annual report on
executive compensation for inclusion in the Company’s proxy statement, in
accordance with applicable rules and regulations.





Committee
Membership





The
Compensation Committee shall consist of no fewer than three members, each of
whom shall be a director of the Company. Each member of the Compensation
Committee shall meet the listing standards relating to independence of The
Toronto Stock Exchange and all other applicable regulatory authorities. The
Compensation Committee shall report to the Board. A majority of the members of
the Compensation Committee shall constitute a quorum. The members of the
Compensation Committee shall be appointed and replaced by the
Board.





Committee
Authority and Responsibilities





1.
            The
      Compensation Committee shall annually review and approve corporate goals
      and objectives relevant to compensation, evaluate management’s performance
      in light of those goals and objectives, and determine management’s
      compensation levels based on this evaluation. In determining the long-term
      incentive component of management compensation, the Compensation Committee
      will consider the Company’s performance and relative shareholder return,
      the value of similar incentive awards to management at comparable
      companies, the awards given to management in past years, and other factors
      it deems appropriate.





2.
            The
      Compensation Committee shall have the sole authority to retain and
      terminate any compensation consultant to be used to assist in the
      evaluation of management compensation and shall have sole authority to
      approve the consultant’s fees and other retention terms, all at the
      Company’s expense.





3.
            The
      Compensation Committee shall annually review and determine the
      compensation of management, including incentive-compensation plans and
      equity-based plans.





4.
            The
      Compensation Committee shall annually review and approve, for management
      of the Company:





(a)
            the
      annual base salary level;


(b)
            the
      annual incentive opportunity level;


(c)
            the
      long-term incentive opportunity
level;


(d)
            the
      terms of any employment agreements, severance arrangements, and change in
      control agreements/provisions, in each case as, when and if appropriate;
      and




47




(e)
            any
      special or supplemental benefits.





5.
            The
      terms of any employment agreements or contracts, including those for new
      hire, temporary employees or consultants, should be reviewed and approved
      by the Compensation Committee.





6.
            The
      Compensation Committee may form and delegate authority to subcommittees,
      when appropriate.





7.
            The
      Compensation Committee shall make regular reports to the
      Board.





8.
            The
      Compensation Committee shall review and reassess the adequacy of this
      Charter annually and recommend any proposed changes to the Board for
      approval. The Compensation Committee shall annually evaluate its own
      performance.





9.
            The
      Compensation Committee, and each member of the Compensation Committee in
      his or her capacity as such, shall be entitled to rely, in good faith, on
      information, opinions, reports or statements, or other information
      prepared or presented to them by:





(a)
            officers
      and other employees of the Company, whom such member believes to be
      reliable and competent in the matters presented;
  and


(b)
            counsel,
      public accountants or other persons as to matters, which the member
      believes to be within the professional competence of such
      person.





D.           Employees





As of
December 31, 2009, the Company had approximately 129 full-time and part-time
employees. The following table provides information on the activity and
geographical location of the Company’s employees and contractors:





Activity
                              
                              Geographical
                                Location
                              
                              Number of Employees
                              
                              Average Number
                                of ContractorsCorporate
      headquarters
                              
                              Colorado
      USA
                              
                              9
                              
                              1Canadian
      office
                              
                              Vancouver
      Canada
                              
                              1
                              
                              -Briggs
      Mine
                              
                              California
      USA
                              
                              109
                              
                              5Kendall
      Reclamation Site
                              
                              Montana
      USA
                              
                              4
                              
                              -




48





E.
            Share
      Ownership





The
following table sets forth the share ownership of those persons listed in
subsection 6.B above and includes details of all options to purchase common
shares of the Company held by such persons at March 19, 2010:





Name
                                                                  
                                                                  # of Common
                                                                    Shares Held
                                                                  
                                                                  
                                                                  Number of Stock
                                                                    Options
                                                                  
                                                                  
                                                                  Exercise Price
                                                                    CAD$
                                                                  
                                                                  Expiry DateWilliam
      J. Coulter
                                                                  
                                                                  nil
                                                                  
                                                                  
                                                                  
                                                                  125,000
                                                                  
                                                                  
                                                                  
                                                                  1.36
                                                                  
                                                                  Jan
      24/2011150,000
                                                                  (1)
                                                                  
                                                                  
                                                                  0.45
                                                                  
                                                                  Dec
      17/2013Glen
      D. Dickson
                                                                  
                                                                  38,500
                                                                  
                                                                  
                                                                  
                                                                  125,000
                                                                  
                                                                  
                                                                  
                                                                  1.36
                                                                  
                                                                  Jan
      24/2011150,000
                                                                  (1)
                                                                  
                                                                  
                                                                  0.45
                                                                  
                                                                  Dec
      17/2013120,000
                                                                  (3)
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Dec
      17/2014David
      K. Fagin
                                                                  
                                                                  31,754
                                                                  
                                                                  
                                                                  
                                                                  64,000
                                                                  (2)
                                                                  
                                                                  
                                                                  1.32
                                                                  
                                                                  Mar
      18/2012150,000
                                                                  (1)
                                                                  
                                                                  
                                                                  0.45
                                                                  
                                                                  Dec
      17/2013120,000
                                                                  (3)
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Dec
      17/2014Ronald
      D. Parker
                                                                  
                                                                  20,426
                                                                  
                                                                  
                                                                  
                                                                  64,000
                                                                  (2)
                                                                  
                                                                  
                                                                  1.32
                                                                  
                                                                  Mar
      18/2012150,000
                                                                  (1)
                                                                  
                                                                  
                                                                  0.45
                                                                  
                                                                  Dec
      17/2013120,000
                                                                  (3)
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Dec
      17/2014Christopher
      E. Herald
                                                                  
                                                                  nil
                                                                  
                                                                  
                                                                  
                                                                  100,000
                                                                  
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Aug
      6/2014120,000
                                                                  (3)
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Dec
      17/2014John
      Theobald
                                                                  
                                                                  Nil
                                                                  
                                                                  
                                                                  
                                                                  120,000
                                                                  (3)
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Dec
      17/2014David
      H. Watkins
                                                                  
                                                                  1,174,880
                                                                  
                                                                  
                                                                  
                                                                  200,000
                                                                  
                                                                  
                                                                  
                                                                  1.36
                                                                  
                                                                  Jan
      24/2011400,000
                                                                  (1)
                                                                  
                                                                  
                                                                  0.45
                                                                  
                                                                  Dec
      17/2013120,000
                                                                  (3)
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Dec
      17/2014James
      K.B. Hesketh
                                                                  
                                                                  137,400
                                                                  
                                                                  
                                                                  
                                                                  125,000
                                                                  
                                                                  
                                                                  
                                                                  1.36
                                                                  
                                                                  Jan
      24/2011196,800
                                                                  (2)
                                                                  
                                                                  
                                                                  1.32
                                                                  
                                                                  Mar
      18/2012400,000
                                                                  (1)
                                                                  
                                                                  
                                                                  0.45
                                                                  
                                                                  Dec
      17/2013400,000
                                                                  (3)
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Dec
      17/2014David
      P. Suleski
                                                                  
                                                                  54,649
                                                                  
                                                                  
                                                                  
                                                                  118,400
                                                                  (2)
                                                                  
                                                                  
                                                                  1.32
                                                                  
                                                                  Mar
      18/2012200,000
                                                                  (1)
                                                                  
                                                                  
                                                                  0.45
                                                                  
                                                                  Dec
      17/2013200,000
                                                                  (3)
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Dec
      17/2014William
      R. Stanley
                                                                  
                                                                  285,000
                                                                  
                                                                  
                                                                  
                                                                  175,000
                                                                  
                                                                  
                                                                  
                                                                  1.36
                                                                  
                                                                  Jan
      24/2011200,000
                                                                  (1)
                                                                  
                                                                  
                                                                  0.45
                                                                  
                                                                  Dec
      17/2013200,000
                                                                  (3)
                                                                  
                                                                  
                                                                  0.71
                                                                  
                                                                  Dec
      17/2014


(1)
            This
      option grant is 75 percent vested as of March 19, 2010. The unvested
      options vest on the next anniversary
date.


(2)
            These
      options were granted at the merger date to replace outstanding Canyon
      options and are fully vested.


(3)
            This
      option grant is 33.33 percent vested as of March 19, 2010. The unvested
      options vest equally over the next two anniversary
  dates.





Incentive
Stock Options Plan





The
Company has a stock option plan in place (the “2007 Plan”).  The 2007
Plan was established in 2007 to provide incentive to provide incentive to
qualified parties to increase their proprietary interest in the Company and
thereby encourage their continuing association with the Company.  Key
provisions of the 2007 Plan include:





(a)
            the
      maximum number of common shares issuable pursuant to options granted under
      the 2007 Plan will be a number equal to 10 percent of the issued and
      outstanding common shares on a non-diluted basis at any
    time;




49




(b)
            a
      restriction that no more than 10 percent of the total number of issued and
      outstanding common shares on a non-diluted basis may be issuable to
      insiders of the Company pursuant to options granted to insiders under the
      2007 Plan;




(c)
            a
      restriction that no more than 10 percent of the total number of issued and
      outstanding common shares  on a non-diluted basis are issued to
      insiders of the Company within any one-year period pursuant to options
      granted to insiders under the 2007
Plan;




(d)
            the
      option price per common share is to be determined by the Board of
      Directors provided that such exercise price is not less than the market
      price on the date of grant of such options or such other minimum price as
      may be required by the TSX;




(e)
            the
      vesting period of all options shall be determined by the
      Board;




(f)
            options
      may be exercisable for a period of up to a maximum term of five years,
      subject to a blackout period allowance, such period to be determined by
      the Board of Directors of the Company, and the options are
      non-transferable;




(g)
            options
      held by individuals who are terminated without cause are subject to an
      accelerated expiry term for those options which requires that options held
      by those individuals expire on the earlier of: (a) the original expiry
      term of such options; (b) 30 days after the Optionee ceases active
      employment with the Company; or (c) 30 days after the date of delivery of
      written notice of retirement, resignation or
  termination;




(h)
            options
      held by an individual who ceases to be employed by the Company for cause
      or is removed from office or becomes disqualified from being a director
      will terminate immediately;




(i)
            options
      which expire unexercised or are otherwise cancelled will be returned to
      the 2007 Plan and may be made available for future option grant pursuant
      to the provisions of the 2007 Plan;




(j)
            optionees
      may, rather than exercise their options, elect to terminate such option,
      in whole or in part, and receive either an equivalent number of common
      shares or cash payment in lieu thereof;
and




(k)
            the
      Board may, from time to time, subject to applicable law and the prior
      approval, if required, of the TSX or any other applicable regulatory body,
      suspend, terminate, discontinue or amend the 2007 Plan and the Board may
      amend the 2007 Plan or options granted under it without shareholder
      approval.




Maximum Shares Available





The
maximum number of common shares of Atna that may be issuable under the 2007 Plan
is a number equal to 10 percent of the number of issued and outstanding common
shares of Atna on a non-diluted basis at any time. As of March 19, 2010 the
maximum number of options underlying common shares was 8,330,886.





Maximum
Shares Available to Insiders





To ensure
that insiders of Atna have the opportunity to vote on certain approvals listed
in Section 613(a) of the TSX Company Manual, the 2007 Plan restricts the
maximum number of common shares of Atna that under the 2007 Plan are issued, or
that may be issuable, to insiders (as defined under applicable securities
law).  Under the 2007 Plan, no more than 10 percent of the total
number of issued and outstanding common shares on a non-diluted basis may
be:  (i) issuable to insiders of Atna pursuant to options granted
to insiders under the 2007 Plan; or (ii) issued to insiders of Atna within
any one year period pursuant to options granted to insiders under the 2007 Plan,
in both cases together with all of Atna’s previously established and outstanding
or proposed share compensation arrangements.





Share
Appreciation Rights





The 2007
Plan introduces the concept of share appreciation rights.  Under the
share appreciation rights, optionees have the right to receive a certain number
of common shares calculated pursuant to the difference between the fair value of
a common share and the option exercise price upon exercise or, subject to the
consent of Atna, cash payment calculated pursuant to section 4.11(b) of the
2007 Plan in lieu of purchasing common shares of Atna upon the exercise of the
option.  The cash settlement alternative, with the consent of the
Company, may provide optionees with an alternative means to exercise their
options and provides Atna with a means of reducing the dilution normally
associated with option exercises.




50





Amending
Provisions





The
amending provisions in the 2007 Plan provide that the Board of Directors of Atna
may, from time to time, subject to the 2007 Plan, applicable law and the prior
approval, if required, of the TSX or any other regulatory body having authority,
or of the shareholders of Atna, suspend, terminate, discontinue or amend the
2007 Plan.  The Board may not amend the 2007 Plan without the approval
of the shareholders of Atna and the TSX with respect to the following;
(a) altering the maximum number of shares available under the 2007 Plan;
(b) amending the terms of an option granted to an insider of Atna;
(c) extend the expiration term from a blackout period allowance;
(d) making a change to the class of eligible participants which would have
the potential of broadening or increasing participation by insiders;
(e) adding any form of financial assistance; or (f) adding a deferred
or restricted share unit or any other provision which results in an eligible
participant receiving Shares while no cash consideration is received by
Atna.





Legal
Proceedings





As of
December 31, 2009 Atna has no material legal proceedings.





Exchange
Controls





Atna is a
Province of British Columbia, Canadian corporation.  There is no law
or governmental decree or regulation in Canada that restricts the export or
import of capital, or affects the remittance of dividends, interest or other
payments to a non-resident holder of common shares, other than withholding tax
requirements. Any such remittances to United States residents are generally
subject to withholding tax, however no such remittances are likely in the
foreseeable future.





There is
no limitation imposed by the laws of Canada or by the charter or other
constituent documents of Atna on the right of a non-resident to hold or vote its
common shares, other than as provided in the Investment Canada Act (Canada) (the
“Investment Act”). The following discussion summarizes the material features of
the Investment Act for a non-resident who proposes to acquire a controlling
number of Atna’s common shares. It is general only, it is not a substitute for
independent advice from an investor’s own advisor, and it does not anticipate
statutory or regulatory amendments. Atna does not believe the Investment Act
will have any affect on it or on its non-Canadian shareholders due to a number
of factors including the nature of its operations and Atna’s relatively small
capitalization.





The
Investment Act generally prohibits implementation of a “reviewable” investment
by an individual, government or agency thereof, corporation, partnership, trust
or joint venture (each an “entity”) that is not a “Canadian” as defined in the
Investment Act (i.e. a “non-Canadian”), unless after review the Director of
Investments appointed by the minister responsible for the Investment Act is
satisfied that the investment is likely to be of net benefit to Canada. The size
and nature of a proposed transaction may give rise to an obligation to notify
the Director to seek an advance ruling. An investment in Atna’s common shares by
a non-Canadian (other than a “WTO Investor” as that term is defined in the
Investment Act and which term includes entities which are nationals of or are
controlled by nationals of member states of the World Trade Organization) when
Atna was not controlled by a WTO Investor, would be reviewable under the
Investment Act if it was an investment to acquire control of Atna and the value
of the assets of Atna, as determined in accordance with the regulations
promulgated under the Investment Act, was over a certain figure, or if an order
for review was made by the federal cabinet on the grounds that the investment
related to Canada’s cultural heritage or national identity, regardless of the
value of the assets of Atna. An investment in the common shares by a WTO
Investor, or by a non-Canadian when Atna was controlled by a WTO Investor, would
be reviewable under the Investment Act if it was an investment to acquire
control of Atna and the value of the assets of Atna, as determined in accordance
with the regulations promulgated under the Investment Act, was not less than a
specified amount, which currently exceeds approximately Cdn$250 million. A
non-Canadian would acquire control of Atna for the purposes of the Investment
Act if the non-Canadian acquired a majority of the common shares. The
acquisition of less than a majority but one-third or more of the common shares
would be presumed to be an acquisition of control of Atna unless it could be
established that, on the acquisition, Atna was not controlled in fact by the
acquirer through the ownership of the common shares.




51


The
foregoing assumes Atna will not engage in the production of uranium or own an
interest in a producing uranium property in Canada, or provide any financial
service or transportation service, as the rules governing those businesses are
different.




Certain
transactions relating to the common shares of Atna would be exempt from the
Investment Act, including:





(a)
            an
      acquisition of the common shares by a person in the ordinary course of
      that person’s business as a trade or dealer in
  securities,


(b)
            an
      acquisition of control of Atna in connection with the realization of
      security granted for a loan or other financial assistance and not for a
      purpose related to the provisions of the Investment Act,
    and


(c)
            an
      acquisition of control of Atna by reason of an amalgamation, merger,
      consolidation or corporate reorganization following which the ultimate
      direct or indirect control in fact of Atna, through the ownership of the
      common shares, remain unchanged.





Quantitative and Qualitative Disclosures of Market
Risk





Refer to
the discussion of quantitative and qualitative disclosures of market risk in
Item 11.





ITEM
      7.
            MAJOR
      SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS





A.
            Major
      Shareholders





To the
knowledge of the Company, and based upon the Company’s review of current public
filings, as at March 19, 2010, only the following shareholders beneficially
owned, directly or indirectly, or exercised control or direction over more than
5 percent of the voting rights attached to the common shares of the
Company:





Name
                                    
                                    Number of Shares
                                    
                                    Percentage of Outstanding SharesAnglo
      Pacific Group plc
                                      England,
      UK
                                    
                                    14,084,500
                                    
                                    17.0%Lloyd
      l. Miller, III
                                      Florida, USA
                                    
                                    5,976,191
                                    
                                    7.2%Sprott
      Asset Management
                                      Ontario, Canada
                                    
                                    4,648,748
                                    
                                    5.6%





The
above-named shareholder did not possess voting rights different from those of
other Company shareholders.

















Tabled
below is the distribution of the registered shareholders of the Company at
December 31, 2009, as provided by the Company’s transfer agent:




Country
                                
                                Total Holders
                                
                                Holders %
                                
                                Total Holdings
                                
                                Holdings %Canada
                                
                                2306
                                
                                26
                                
                                30,308,299
                                
                                36USA
                                
                                6542
                                
                                73
                                
                                35,091,320
                                
                                42Other
      Countries
                                
                                121
                                
                                1
                                
                                17,909,328
                                
                                22





The
Company is not directly or indirectly owned or controlled by another
corporation, by any foreign government, or by any other natural or legal person
severally or jointly. The Company knows of no arrangements, the operation of
which may at a subsequent date result in a change in control of the
Company.





B.           Related
Party Transactions





There
were no related party transactions for the last fiscal year.




52





Indebtedness
to Company of Directors, Executive Officers and Senior Officers





No
directors or senior officers of the Company are indebted to the Company or have
been indebted to the Company since the beginning of the last financial year of
the Company.





C.
            Interests
      of Experts and Counsel





This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide any information under this item.





Ehrhardt
Keefe Steiner & Hottman PC, auditors of the Company, has advised the Company
that it is independent within the Rules of Professional Conduct of the Institute
of Chartered Accountants of British Columbia and within the meaning of
applicable securities laws of Canada.




Neither
the aforementioned person, nor any director, officer, employee nor partner, as
applicable, of the aforementioned company or partnership is currently expected
to be elected, appointed or employed as a director, officer or employee of the
Company or of any associate or affiliate of the Company.





ITEM
      8.
            FINANCIAL
      INFORMATION





A.
            Consolidated
      Statements and Other Financial Information Financial
      Statements





Attached
hereto as Exhibit 15.1 (i) to (vi) are the audited financial statements of the
Company for the fiscal years ended December 31, 2009, 2008 and
2007.  The financial statements are accompanied by auditors' reports
and related notes.  See “Item 17. Financial Statements.”





Legal
Proceedings





Not
applicable.





Dividend
Distributions





The
Company is permitted to pay dividends under its governing
documents.  The Company has no current plans to pay any
dividends.





B.
            Significant
      Changes





Changes
in Accounting Policies





Change in
reporting currency:Effective July 1, 2009,
the Company changed its reporting currency from the CAD to the USD. The Company
believes that USD reporting provides better information regarding the Company’s
results of operations and related business activities. USD reporting is expected
to improve investors’ ability to compare the Company’s financial results with
other publicly traded companies in the mining industry whose primary assets are
located in the United States. Prior to July 1, 2009, the Company reported its
annual and quarterly consolidated balance sheets and the related consolidated
statements of operations and cash flows in CADs. In making this change in
reporting currency, the Company followed the guidance of the Emerging Issues
Committee (EIC) of the Canadian Institute of Chartered Accountants (CICA), as
described in EIC-130,
Translation Method when the Reporting Currency Differs from the Measurement
Currency or there is a Change in the Reporting Currency.





Based on
EIC-130, the financial statements for all years and periods presented have been
translated into the new reporting currency using the current rate method. Under
this method, the statement of operations and cash flow statement items for each
year and period have been translated into the reporting currency using the
average exchange rates prevailing during each reporting period. All assets and
liabilities have been translated using the exchange rate prevailing at the
consolidated balance sheet dates. Shareholders’ equity transactions since
January 1, 2007 have been translated using the rates of exchange in effect as of
the dates of the various capital transactions, whereas shareholders’ equity
balances on January 1, 2007 have been translated at the exchange rate on that
date. All resulting exchange differences arising from the translation are
included as a separate component of other comprehensive income. All comparative
financial information has been restated to reflect the Company’s results as if
they had been historically reported in USDs.




53





The
following table shows the effect of the change in reporting currency to USD on
previously reported amounts:





2008
                
                
                2007USD
                
                
                CAD
                
                
                USD
                
                
                CADTotal
      assets
                
                $
                67,411,600
                
                
                $
                82,082,200
                
                
                $
                13,558,400
                
                
                $
                13,487,700Total
      liabilities
                
                $
                8,137,000
                
                
                $
                9,912,900
                
                
                $
                1,095,100
                
                
                $
                1,075,500Shareholders'
      Equity
                
                $
                59,274,600
                
                
                $
                72,169,300
                
                
                $
                12,463,300
                
                
                $
                12,412,200Net
      income (loss)
                
                $
                15,805,000
                
                
                $
                20,315,600
                
                
                $
                (3,116,400
                )
                
                $
                (3,348,300
                )Income
      (loss) per share
                
                $
                0.20
                
                
                $
                0.26
                
                
                $
                (0.05
                )
                
                $
                (0.05
                )





Mineral property
- exploration costs:Effective January 1,
2008, the Company changed its accounting policy for mineral properties from
deferring exploration costs incurred during the exploration stage to expensing
such costs in the year incurred. This change has been applied retroactively and
the comparative figures in the consolidated financial statements have been
restated. The effect of this change on the restated consolidated balance sheet
as of December 31, 2007, is to decrease mineral properties and increase
accumulated deficit by $13.6 million. The effect of this change on the restated
consolidated statements of operations for year ended December 30, 2007, is to
decrease exploration expenses and net loss by $1.8 million and the restated net
loss per share decreased by $0.03.





International
Financial Reporting Standards:In February 2008, the
CICA confirmed that International Financial Reporting Standards ("IFRS") will be
mandatory in Canada for all publicly accountable entities for fiscal periods
beginning on or after January 1, 2011. The Company is analyzing the impact of
IFRS on its consolidated financial statements and anticipates that there will be
changes in accounting policies that may materially affect the Company’s
accounting policies. Management has completed a project plan that identified
differences in accounting policies and has begun the key steps required to
ensure a successful transition to IFRS.





Recent
Accounting Pronouncements





This note
describes any recently issued accounting standard relevant to our Company and
business that may impact the Company in the future. It includes standards that
have been recently adopted or ones that have been issued and not yet
adopted.





Canadian
Standards





Section
3862 – Financial Instruments-Disclosures - In June 2009, the CICA amended
Section 3862 to require enhanced disclosure about the fair value assessments of
the financial instruments.  The new disclosures are based on a fair
value hierarchy that categorizes financial instruments measured at fair value at
one of three levels according to the reliability of the inputs used to estimate
the fair values.





EIC-174 –
Abstract on Impairment Testing of Mineral Exploration Properties – In March
2009, the CICA issued an Emerging Issues Committee (“EIC”)
Abstract.  This Abstract provides guidance on capitalization of
exploration costs related to mining properties in particular and on impairment
of long-lived assets in general.  Application of this new standard did
not have an impact on the Company’s financial statements.





EIC-173 –
Abstract on Credit Risk and the Fair Value of Financial Assets and Financial
Liabilities - In January 2009, the CICA issued an Emerging Issues Committee
(“EIC”) Abstract.  This Abstract provides guidance on taking into
account an entity’s own credit risk and the credit risk of the counterparty when
determining the fair value of financial assets and financial liabilities,
including derivative instruments. Application of this new standard should be
applied retrospectively in interim and annual financial statements for periods
ending on or after the date of issuance of the abstract. The adoption of this
guidance did not have a material impact on the Company’s financial
statements.





Section
1582 – Business Combinations – In January 2009, the CICA issued Section 1582,
which replaces Section 1581 and establishes standards for the accounting for a
business combination.  Section 1581 has been re-filed under
“Superseded Accounting Recommendations” with a Supplement added setting out the
previous wording of paragraphs in other Handbook material that has been amended
substantially as a consequence of approving new Section 1582.  The
superseded Section 1581 will be withdrawn from the Handbook when it is no longer
effective.  Section 1582 applies prospectively to business
combinations for which the acquisition date is on or after January 1,
2011.  Earlier application is permitted.  If an entity
applies this Section before January 1, 2011, it shall disclose that fact and
apply Consolidated Financial Statements, Section 1601, and Non-controlling
Interests, Section 1602, at the same time.  The Company will evaluate
the impact of Section 1582 to the financial statements beginning on January 1,
2010.




54





Section
1601 – Consolidated Financial Statements – In January 2009, the CICA issued
Section 1601, which, together with new Section 1602, replaces Section 1600 and
establishes standards for the preparation of consolidated financial
statements.   Section 1600 has been re-filed under “Superseded
Accounting Recommendations”.  The superseded Section 1600 will be
withdrawn from the Handbook when it is no longer effective.  Section
1601 applies to interim and annual consolidated financial statements relating to
fiscal years beginning on or after January 1, 2011.  Earlier adoption
is permitted as of the beginning of a fiscal year.  An entity adopting
this Section for a fiscal year beginning before January 1, 2011 also adopts
Business Combinations, Section 1582, and Non-controlling Interests, Section
1602.   The Company will evaluate the impact of Section 1601 to
the financial statements beginning on January 1, 2010.





Section
3031 – Inventories – In June 2007, the CICA issued Section 3031 replacing
Section 3030. The section provides guidance with respect to the determination of
cost and requires inventories to be measured at the lower of cost and net
realizable value. The reversal of previous write-downs to net realizable value
when there is a subsequent increase in the value of inventories is now required.
The cost of the inventories should be based on a first-in, first-out or a
weighted average cost formula. Techniques used for the measurement of cost of
inventories, such as the standard cost method, may be used for convenience if
the results approximate cost. The new standard also requires additional
disclosures including the accounting policies used in measuring inventories, the
carrying amount of the inventories, amounts recognized as an expense during the
period, write-downs and the amount of any reversal of any write-downs recognized
as a reduction in expenses. Section 3031 is effective for years beginning on or
after December 15, 2007. The adoption of this section had no material impact on
the Company’s consolidated financial statements.





Section
1535 - Capital Disclosures - In February 2007, the CICA issued Handbook Sections
1535, “Capital Disclosures,” which requires the disclosure of both qualitative
and quantitative information that provides users of financial statements with
information to evaluate the entity’s objectives, policies and processes for
managing capital. The new section is effective for years beginning on or after
October 1, 2007. The Company has implemented the new disclosures in footnote
number 15.





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





International
Financial Reporting Standards (“IFRS”) – In 2006, the Canadian Accounting
Standards Board (“AcSB”) published a new strategic plan that will significantly
affect financial reporting requirements for Canadian companies. The AcSB
strategic plan outlines the convergence of Canadian GAAP with IFRS over an
expected five year transitional period. In February 2008 the AcSB announced that
2011 is the changeover date for publicly-listed companies to use IFRS, replacing
Canada’s own GAAP. The date is for interim and annual financial statements
relating to fiscal years beginning on or after January 1, 2011.





US
Standards





In June
2009, the Financial Accounting Standards Board (“FASB”) issued a new statement
related to The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles. This standard establishes only
two levels of US GAAP, authoritative and nonauthoritative.  The FASB
Codification has become the source of authoritative, nongovernmental GAAP,
except for the rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. The adoption of this statement did
not have any impact on the Company’s financial position and results of
operations, as the Codification was not intended to change or alter existing
GAAP.




55





In May
2009, the FASB issued a new statement related to Subsequent Events. This
statement establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued. This statement is effective for interim or annual financial periods
ending after June 15, 2009, and shall be applied prospectively. The Company’s
reporting is currently in accordance with this statement.





In
October 2008, the FASB issued a new statement related to Determining the Fair
Value of a Financial Asset When the Market for That Asset Is Not Active. This
statement clarifies the application of previous statements related to fair
value. This statement is effective as of the issuance date.  The
Company does not expect a significant impact on the reconciliation to US GAAP
due to this statement.





In June
2008, the FASB ratified a new statement related to Determining Whether an
Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock. This
statement provides guidance in determining whether or not derivative financial
instruments are indexed to a company’s own stock. It is effective the first
fiscal year beginning after December 15, 2008, including interim periods within
those fiscal years. The Company adopted this statement on January 1, 2009 and it
had an immaterial impact on its US GAAP reconciliation.





In May
2008, the FASB issued a new statement related to The Hierarchy of Generally
Accepted Accounting Principles. This statement is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with US generally accepted accounting principles for
nongovernmental entities. This statement is effective 60 days following the
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles”. The Company does not expect a significant
impact on the reconciliation to US GAAP due to this statement.





In March
2008, the FASB issued a new statement related to Disclosures about Derivative
Instruments and Hedging Activities. This statement intends to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity’s financial position, financial performance and cash flows. This
statement also requires disclosure about an entity’s strategy and objectives for
using derivatives, the fair values of derivative instruments and their related
gains and losses. This statement is effective for fiscal years and interim
periods beginning after November 15, 2008, and will be applicable to the
Company’s fiscal year beginning July 1, 2009. The Company will evaluate the
impact of this statement to the reconciliation to US GAAP beginning on January
1, 2010.





In
December 2007, the FASB issued a new statement related to Business Combinations,
which significantly changes the ways companies account for business combinations
and will generally require more assets acquired and liabilities assumed to be
measured at their acquisition date fair value. Under this statement, legal fees
and other transaction-related costs are expensed as incurred and are no longer
included in goodwill as a cost of acquiring the business. This statement also
requires, among other things, acquirers to estimate the acquisition date fair
value of any contingent consideration and to recognize any subsequent changes in
the fair value of contingent consideration in earnings. In addition,
restructuring costs the acquirer expected, but was not obligated to incur, will
be recognized separately from the business acquisition. This statement is
effective for the Company’s fiscal year beginning July 1, 2009, and is to be
applied prospectively. There was no impact on the Company’s US GAAP
reconciliation as a result of the implementation of this statement.





In
September 2006, FASB issued a new statement related to Fair Value Measurements.
This standard provides guidance for using fair value to measure assets and
liabilities.  This statement applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value but does not
expand the use of fair value in any new circumstances.  The standard
clarifies that for items that are not actively traded, fair value should reflect
the price in a transaction with a markets participant, including an adjustment
for risk.  Under this statement, fair value refers to the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants in the market which the reporting entity
transacts.  This Statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement on January 1, 2008 and the adoption did not
have an impact on the reconciliation to US GAAP.




56





ITEM
      9.
            THE
      OFFERING AND LISTING





A.
            Offer
      and Listing Details





The high
and low closing prices in Canadian Dollars for the Company’s common stock on the
Toronto Stock Exchange are set forth below.





For
the five most recent full financial years: the annual high and low market
prices:





High - $
                      
                      
                      Low - $2005
                      
                      
                      2.29
                      
                      
                      
                      0.572006
                      
                      
                      2.41
                      
                      
                      
                      0.952007
                      
                      
                      1.93
                      
                      
                      
                      1.292008
                      
                      
                      1.75
                      
                      
                      
                      0.312009
                      
                      
                      0.94
                      
                      
                      
                      0.51





For
the two most recent full financial years and any subsequent period: the high and
low market prices for each full financial quarter:





High - $
                        
                        
                        Low - $Fiscal
      2008First
      Quarter, ended 03/31/08
                        
                        
                        1.75
                        
                        
                        
                        1.24Second
      Quarter, ended 06/30/08
                        
                        
                        1.19
                        
                        
                        
                        0.71Third
      Quarter, ended 09/30/08
                        
                        
                        0.73
                        
                        
                        
                        0.43Fourth
      Quarter, ended 12/31/08
                        
                        
                        0.59
                        
                        
                        
                        0.31Fiscal
      2009First
      Quarter, ended 03/31/09
                        
                        
                        0.84
                        
                        
                        
                        0.51Second
      Quarter, ended 06/30/09
                        
                        
                        0.94
                        
                        
                        
                        0.66Third
      Quarter, ended 09/30/09
                        
                        
                        0.86
                        
                        
                        
                        0.63Fourth
      Quarter, ended 12/31/09
                        
                        
                        0.84
                        
                        
                        
                        0.66Fiscal
      2010Period
      ended 03/03/10
                        
                        
                        0.75
                        
                        
                        
                        0.61





For
the most recent 6 months: the high and low market prices and the average daily
trading volumes for each month:





High - $
                    
                    
                    Low - $
                    
                    
                    Average
                      VolumeMarch
      1-3, 2010
                    
                    
                    0.63
                    
                    
                    
                    0.62
                    
                    
                    
                    106,266February-10
                    
                    
                    0.66
                    
                    
                    
                    0.61
                    
                    
                    
                    76,942January-10
                    
                    
                    0.75
                    
                    
                    
                    0.65
                    
                    
                    
                    99,100December-09
                    
                    
                    0.73
                    
                    
                    
                    0.66
                    
                    
                    
                    146,435November-09
                    
                    
                    0.76
                    
                    
                    
                    0.67
                    
                    
                    
                    180,681October-09
                    
                    
                    0.84
                    
                    
                    
                    0.70
                    
                    
                    
                    122,823September-09
                    
                    
                    0.86
                    
                    
                    
                    0.64
                    
                    
                    
                    144,266





B.           Plan
of Distribution





This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide any information under this
item.


57


C.           Markets





The
Company’s common shares have been listed and traded in Canada on the Toronto
Stock Exchange under the symbol “ATN” since March 14, 1996. The Company is also
traded on the OTC Bulletin Board in the US under the symbol
“ATNAF”.





D.
            Selling
      Shareholders





This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide any information under this item.





E.
            Dilution





This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide any information under this item.





F.
            Expenses
      of the Issue





This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide any information under this item.





ITEM
      10.
            ADDITIONAL
      INFORMATION




58




B.
            Memorandum
      and Articles of Association




The information
required by this Item 10.B is contained in
the Company's registration statements on Form 20-FR filed under
the Exchange Act with the Commission on June 23, 1997 and on Form
F-4/A (File No. 333-147973) filed under the Securities Act with the Commission
on January 17, 2008, including any amendments or reports filed for the purpose
of updating such description.





C.
            Material
      Contracts





The
following is a chronological summary of all material mineral property
acquisitions and dispositions by the Company for the two years immediately
preceding publication of this document.





2008





The
Company entered into an Option Agreement dated February 15, 2008, whereby Golden
Predator Mines US Inc. shall assume Canyon’s interest in the advanced stage
Adelaide and Tuscarora gold exploration properties located in Humboldt and Elko
Counties in Nevada.





The
Company entered into a Employment Agreements dated March 18, 2008 with James
K.B. Hesketh and David P. Suleski  as detailed in Item 6 C. under the
heading “Termination of
Employment, Change in Responsibilities and Employment
Contracts”.





The
Company entered into a Patented Mining Claims Purchase and Exchange Agreement
dated May 30, 2008 with various sellers of patented mining claims for the
Columbia gold property in Montana. Details were disclosed in the June 16, 2008
Company press release that was filed on SEDAR and EDGAR.





The
Company entered a Royalty Purchase and Sale Agreement dated September 3, 2008 to
sell its portfolio of royalty interests for US$20 million to International
Royalty Corporation. The royalty package comprises four royalty interests,
including a sliding scale precious metal net smelter return royalty on the
Wolverine Project located in the Yukon Territory; a three percent NSR royalty on
portions of the McDonald gold property in Montana and royalty interests on
properties in the Dominican Republic and Argentina. Details were disclosed in
the September 4, 2008 Company press release that was filed on SEDAR and
EDGAR.





2009





Effective
February 2, 2009, the Company entered into an agreement with New Horizon Uranium
Corporation to terminate the Converse Uranium Project Exploration, Development
and mine Operating Agreement dated January 23, 2006. The Company was granted all
the shares of Horizon Wyoming Uranium Inc. (“Horizon Wyoming”) as a result of
the termination. In addition, the Company becomes owner of 70 percent of the
Sand Creek Uranium Joint Venture with Uranium One Exploration USA Inc. owning
the remaining 30 percent.





Effective
April 9, 2009, the Company entered into a Mining Venture Agreement (“MVA”) for
the Pinson gold project in Humboldt County, Nevada, with the Pinson Mining
Company (PMC), a Nevada general partnership comprised of Homestake Mining
Company of California and Barrick Holding Company of California, both
subsidiaries of Barrick Gold Corporation.  Under the MVA, Atna will
own a 30 percent equity interest in the joint venture and PMC will own 70
percent.  PMC will manage the project.





Effective
June 2, 2009, the Company entered into a Supplemental Agreement to the Sand
Creek Uranium Project Exploration, Development and Mine Operating Agreement
dated August 25, 2006, with High Plains Uranium Inc. (“High Plains”), a
subsidiary of Uranium One Inc. Under this Supplemental Agreement, High Plains
shall assume the role of project manager and may spend up to US$1.6 million
before December 31, 2012 to increase its interest in the project from 30 percent
to 51 percent. Atna’s equity position may decrease from 70 percent to 49
percent, should High Plains meet this commitment.




59





D.
            Exchange
      Controls





Canada
has no system of exchange controls.  There are no Canadian
restrictions on the repatriation of capital or earnings of a Canadian public
company to non-resident investors.  There are no laws in Canada or
exchange restrictions affecting the remittance of dividends, profits, interest,
royalties and other payments to non-resident holders of the Company's
securities, except as discussed in ITEM 10.E., “Taxation” below.





E.
            Taxation





U.S.
Federal Income Tax Consequences




The
following is a summary of the anticipated material U.S. federal income tax
consequences to a U.S. Holder (as defined below) arising from and relating to
the acquisition, ownership, and disposition of Common Shares.





This
summary is for general information purposes only and does not purport to be a
complete analysis or listing of all potential U.S. federal income tax
consequences that may apply to a U.S. Holder as a result of the acquisition,
ownership, and disposition of Common Shares.  In addition, this summary
does not take into account the individual facts and circumstances of any
particular U.S. Holder that may affect the U.S. federal income tax consequences
of the acquisition, ownership, and disposition of Common Shares. 
Accordingly, this summary is not intended to be, and should not be construed as,
legal or U.S. federal income tax advice with respect to any U.S. Holder. 
Each U.S. Holder should consult its own financial advisor, legal counsel, or
accountant regarding the U.S. federal income, U.S. state and local, and foreign
tax consequences of the acquisition, ownership, and disposition of Common
Shares.





Scope
of this Summary





Authorities





This
summary is based on the Internal Revenue Code of 1986, as amended (the “Code”),
Treasury Regulations (whether final, temporary, or proposed), published rulings
of the Internal Revenue Service (the “IRS”), published administrative positions
of the IRS, the Convention Between Canada and the United States of America with
Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended
(the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable
and, in each case, as in effect and available, as of the date of this Annual
Report.  Any of the authorities on which this summary is based could be
changed in a material and adverse manner at any time, and any such change could
be applied on a retroactive basis.  This summary does not discuss the
potential effects, whether adverse or beneficial, of any proposed legislation
that, if enacted, could be applied on a retroactive basis.





U.S.
Holders





For
purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares
that, for U.S. federal income tax purposes, is (a) an individual who is a
citizen or resident of the U.S., (b) a corporation, or any other entity
classified as a corporation for U.S. federal income tax purposes, that is
created or organized in or under the laws of the U.S. or any state in the U.S.,
including the District of Columbia, (c) an estate if the income of such
estate is subject to U.S. federal income tax regardless of the source of such
income, or (d) a trust if (i) such trust has validly elected to be
treated as a U.S. person for U.S. federal income tax purposes or (ii) a
U.S. court is able to exercise primary supervision over the administration of
such trust and one or more U.S. persons have the authority to control all
substantial decisions of such trust.





Non-U.S.
Holders





For
purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common
Shares other than a U.S. Holder.  This summary does not address the U.S.
federal income tax consequences of the acquisition, ownership, and disposition
of Common Shares to non-U.S. Holders.  Accordingly, a non-U.S. Holder
should consult its own financial advisor, legal counsel, or accountant regarding
the U.S. federal income, U.S. state and local, and foreign tax consequences
(including the potential application of and operation of any income tax
treaties) of the acquisition, ownership, and disposition of Common
Shares.




60





U.S. Holders Subject to
Special U.S. Federal Income Tax Rules Not Addressed





This
summary does not address the U.S. federal income tax consequences of the
acquisition, ownership, and disposition of Common Shares to U.S. Holders that
are subject to special provisions under the Code, including the following U.S.
Holders:  (a) U.S. Holders that are tax-exempt organizations,
qualified retirement plans, individual retirement accounts, or other
tax-deferred accounts; (b) U.S. Holders that are financial institutions,
insurance companies, real estate investment trusts, or regulated investment
companies; (c) U.S. Holders that are dealers in securities or currencies or
U.S. Holders that are traders in securities that elect to apply a mark-to-market
accounting method; (d) U.S. Holders that have a “functional currency” other
than the U.S. dollar; (e) U.S. Holders that are liable for the alternative
minimum tax under the Code; (f) U.S. Holders that own Common Shares as part
of a straddle, hedging transaction, conversion transaction, constructive sale,
or other arrangement involving more than one position; (g) U.S. Holders
that acquired Common Shares in connection with the exercise of employee stock
options or otherwise as compensation for services; (h) U.S. Holders that
hold Common Shares other than as a capital asset within the meaning of
Section 1221 of the Code; or (i) U.S. Holders that own (directly,
indirectly, or constructively) 10% or more, by voting power or value, of the
outstanding shares of the Company.  U.S. Holders that are subject to
special provisions under the Code, including U.S. Holders described immediately
above, should consult their own financial advisor, legal counsel or accountant
regarding the U.S. federal income, U.S. state and local, and foreign tax
consequences of the acquisition, ownership, and disposition of Common
Shares.





If an
entity that is classified as a partnership (or “pass-through” entity) for U.S.
federal income tax purposes holds Common Shares, the U.S. federal income tax
consequences to such partnership (or “pass-through” entity) and the partners of
such partnership (or owners of such “pass-through” entity) generally will depend
on the activities of the partnership (or “pass-through” entity) and the status
of such partners (or owners).  Partners of entities that are classified as
partnerships (or owners of “pass-through” entities) for U.S. federal income tax
purposes should consult their own financial advisor, legal counsel or accountant
regarding the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of Common Shares.





Tax Consequences Other than
U.S. Federal Income Tax Consequences Not Addressed





This
summary does not address the U.S. state and local, U.S. federal estate and gift,
or foreign tax consequences to U.S. Holders of the acquisition, ownership, and
disposition of Common Shares.  Each U.S. Holder should consult its own
financial advisor, legal counsel, or accountant regarding the U.S. state and
local, U.S. federal estate and gift, and foreign tax consequences of the
acquisition, ownership, and disposition of Common Shares.





U.S.
Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition
of Common Shares




Distributions on Common
Shares





General
Taxation of Distributions





A U.S.
Holder that receives a distribution, including a constructive distribution, with
respect to the Common Shares will be required to include the amount of such
distribution in gross income as a dividend (without reduction for any Canadian
income tax withheld from such distribution) to the extent of the current or
accumulated “earnings and profits” of the Company.  To the extent that a
distribution exceeds the current and accumulated “earnings and profits” of the
Company, such distribution will be treated (a) first, as a tax-free return
of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and,
(b) thereafter, as gain from the sale or exchange of such Common Shares.
 (See more detailed discussion at “Disposition of Common Shares”
below).





Reduced
Tax Rates for Certain Dividends





For
taxable years beginning after December 31, 2002 and before January 1, 2011, a
dividend paid by the Company generally will be taxed at the preferential tax
rates applicable to long-term capital gains if (a) the Company is a
“qualified foreign corporation” (as defined below), (b) the U.S. Holder
receiving such dividend is an individual, estate, or trust, and (c) such
dividend is paid on Common Shares that have been held by such U.S. Holder for at
least 61 days during the 121-day period beginning 60 days before the
“ex-dividend date.”




61




The
Company generally will be a “qualified foreign corporation” under
Section 1(h)(11) of the Code (a “QFC”) if (a) the
Company is incorporated in a possession of the U.S., (b) the Company is
eligible for the benefits of the Canada-U.S. Tax Convention, or (c) the
Common Shares are readily tradable on an established securities market in the
U.S.  However, even if the Company satisfies one or more of such
requirements, the Company will not be treated as a QFC if the Company is a
“passive foreign investment company” (as defined below) for the taxable year
during which the Company pays a dividend or for the preceding taxable
year.  In 2003, the U.S. Department of the Treasury (the “Treasury”) and
the IRS announced that they intended to issue Treasury Regulations providing
procedures for a foreign corporation to certify that it is a QFC.  Although
these Treasury Regulations have not yet been issued, the Treasury and the IRS
have confirmed their intention to issue these Treasury Regulations.  It is
expected that these Treasury Regulations will obligate persons required to file
information returns to report a dividend paid by a foreign corporation as a
dividend from a QFC if the foreign corporation has, among other things,
certified under penalties of perjury that the foreign corporation was not a
“passive foreign investment company” for the taxable year during which the
foreign corporation paid the dividend or for the preceding taxable
year.





As
discussed below, the Company reasonably believes that it was not a “passive
foreign investment company” for the taxable year ended December 31, 2008 and for
the tax year ended December 31, 2009.  (See more detailed discussion at
“Additional Rules that May Apply to U.S. Holders—Passive Foreign Investment
Company” below).





If the
Company is not a QFC, a dividend paid by the Company to a U.S. Holder, including
a U.S. Holder that is an individual, estate, or trust, generally will be taxed
at ordinary income tax rates (and not at the preferential tax rates applicable
to long-term capital gains).  The dividend rules are complex, and each U.S.
Holder should consult its own financial advisor, legal counsel, or accountant
regarding the dividend rules.





Distributions Paid in Foreign
Currency





The
amount of a distribution paid to a U.S. Holder in foreign currency generally
will be equal to the U.S. dollar value of such distribution based on the
exchange rate applicable on the date of receipt.





Dividends
Received Deduction





Dividends
paid on the Common Shares generally will not be eligible for the “dividends
received deduction.”  The availability of the dividends received deduction
is subject to complex limitations that are beyond the scope of this discussion,
and a U.S. Holder that is a corporation should consult its own financial
advisor, legal counsel, or accountant regarding the dividends received
deduction.





Disposition
of Common Shares





A U.S.
Holder will recognize gain or loss on the sale or other taxable disposition of
Common Shares in an amount equal to the difference, if any, between (a) the
amount of cash plus the fair market value of any property received and
(b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise
disposed of.  Any such gain or loss generally will be capital gain or loss,
which will be long-term capital gain or loss if the Common Shares are held for
more than one year.  Gain or loss recognized by a U.S. Holder on the sale
or other taxable disposition of Common Shares generally will be treated as “U.S.
source” for purposes of applying the U.S. foreign tax credit rules.  
(See more detailed discussion at “Foreign Tax Credit” below).





Preferential
tax rates apply to long-term capital gains of a U.S. Holder that is an
individual, estate, or trust.  There are currently no preferential tax
rates for long-term capital gains of a U.S. Holder that is a corporation. 
Deductions for capital losses are subject to significant limitations under the
Code.





Foreign
Tax Credit





A U.S.
Holder that pays (whether directly or through withholding) Canadian income tax
with respect to dividends paid on the Common Shares generally will be entitled,
at the election of such U.S. Holder, to receive either a deduction or a credit
for such Canadian income tax paid.  Generally, a credit will reduce a U.S.
Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas
a deduction will reduce a U.S. Holder’s income subject to U.S. federal income
tax.  This election is made on a year-by-year basis and applies to all
foreign taxes paid (whether directly or through withholding) by a U.S. Holder
during a year.




62





Complex
limitations apply to the foreign tax credit, including the general limitation
that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.
federal income tax liability that such U.S. Holder’s “foreign source” taxable
income bears to such U.S. Holder’s worldwide taxable income.  In applying
this limitation, a U.S. Holder’s various items of income and deduction must be
classified, under complex rules, as either “foreign source” or “U.S.
source.”  In addition, this limitation is calculated separately with
respect to specific categories of income.  Dividends paid by the Company
generally will constitute “foreign source” income and generally will be
categorized as “passive income.”  The foreign tax credit rules are complex,
and each U.S. Holder should consult its own financial advisor, legal counsel, or
accountant regarding the foreign tax credit rules.





Information
Reporting; Backup Withholding Tax





Payments
made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, or
proceeds arising from the sale or other taxable disposition of, Common Shares
generally will be subject to information reporting and backup withholding tax,
at the rate of 28 percent, if a U.S. Holder (a) fails to furnish such U.S.
Holder’s correct U.S. taxpayer identification number (generally on Form W-9),
(b) furnishes an incorrect U.S. taxpayer identification number, (c) is
notified by the IRS that such U.S. Holder has previously failed to properly
report items subject to backup withholding tax, or (d) fails to certify,
under penalty of perjury, that such U.S. Holder has furnished its correct U.S.
taxpayer identification number and that the IRS has not notified such U.S.
Holder that it is subject to backup withholding tax.  However, U.S. Holders
that are corporations generally are excluded from these information reporting
and backup withholding tax rules.  Any amounts withheld under the U.S.
backup withholding tax rules will be allowed as a credit against a U.S. Holder’s
U.S. federal income tax liability, if any, or will be refunded, if such U.S.
Holder furnishes required information to the IRS.  Each U.S. Holder should
consult its own financial advisor, legal counsel, or accountant regarding the
information reporting and backup withholding tax rules.





Additional
Rules that May Apply to U.S. Holders





If the
Company is a “controlled foreign corporation” or a “passive foreign investment
company” (each as defined below), the preceding sections of this summary may not
describe the U.S. federal income tax consequences to U.S. Holders of the
acquisition, ownership, and disposition of Common Shares.





Controlled
Foreign Corporation





The
Company generally will be a “controlled foreign corporation” under
Section 957 of the Code (a “CFC”) if more than 50 percent of the total
voting power or the total value of the outstanding shares of the Company is
owned, directly or indirectly, by citizens or residents of the U.S., domestic
partnerships, domestic corporations, domestic estates, or domestic trusts (each
as defined in Section 7701(a)(30) of the Code), each of which own, directly
or indirectly, 10 percent or more of the total voting power of the outstanding
shares of the Company (a “10 percent Shareholder”).





If the
Company is a CFC, a 10 perecent Shareholder generally will be subject to
current U.S. federal income tax with respect to (a) such 10 percent
Shareholder’s pro rata share of the “subpart F income” (as defined in
Section 952 of the Code) of the Company and (b) such 10 percent
Shareholder’s pro rata share of the earnings of the Company invested in “United
States property” (as defined in Section 956 of the Code).  In
addition, under Section 1248 of the Code, any gain recognized on the sale
or other taxable disposition of Common Shares by a U.S. Holder that was a 10
percent Shareholder at any time during the five-year period ending with
such sale or other taxable disposition generally will be treated as a dividend
to the extent of the “earnings and profits” of the Company that are attributable
to such Common Shares.  If the Company is both a CFC and a “passive foreign
investment company” (as defined below), the Company generally will be treated as
a CFC (and not as a “passive foreign investment company”) with respect to any 10
percent Shareholder.





The
Company does not believe that it has previously been, or currently is, a
CFC.  However, there can be no assurance that the Company will not be a CFC
for the current or any subsequent taxable year.





Passive
Foreign Investment Company





The
Company generally will be a “passive foreign investment company” under
Section 1297 of the Code (a “PFIC”) if, for a taxable year, (a) 75% or
more of the gross income of the Company for such taxable year is passive income
or (b) 50 percent or more of the assets held by the Company either produce
passive income or are held for the production of passive income, based on the
fair market value of such assets (or on the adjusted tax basis of such assets,
if the Company is not publicly traded and either is a “controlled foreign
corporation” or makes an election).  “Passive income” includes, for
example, dividends, interest, certain rents and royalties, certain gains from
the sale of stock and securities, and certain gains from commodities
transactions.




63





For
purposes of the PFIC income test and asset test described above, if the Company
owns, directly or indirectly, 25 percent or more of the total value of the
outstanding shares of another corporation, the Company will be treated as if it
(a) held a proportionate share of the assets of such other foreign
corporation and (b) received directly a proportionate share of the income
of such other foreign corporation.  In addition, for purposes of the PFIC
income test and asset test described above, “passive income” does not include
any interest, dividends, rents, or royalties that are received or accrued by the
Company from a “related person” (as defined in Section 954(d)(3) of the
Code), to the extent such items are properly allocable to the income of such
related person that is not passive income.





Based on
currently available information, the Company reasonably believes that it
was not a “passive foreign investment company” for the taxable year ended
December 31, 2008 and for the tax year ended December 31,
2009. The
determination of whether the Company was, or will be, a PFIC for a taxable year
depends, in part, on the application of complex U.S. federal income tax rules,
which are subject to differing interpretations.  In addition, whether the
Company will be a PFIC for each subsequent taxable year depends on the assets
and income of the Company over the course of each such taxable year and, as a
result, cannot be predicted with certainty as of the date of this Annual
Report.  Accordingly, there can be no assurance that the IRS will not
challenge the determination made by the Company concerning its PFIC
status.





Default
PFIC Rules Under Section 1291 of the Code





If the
Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of
the acquisition, ownership, and disposition of Common Shares will depend on
whether such U.S. Holder makes an election to treat the Company as a “qualified
electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”)
or a mark-to-market election under Section 1296 of the Code (a
“Mark-to-Market Election”).  A U.S. Holder that does not make either a QEF
Election or a Mark-to-Market Election will be referred to in this summary as a
“Non-Electing U.S. Holder.”





A
Non-Electing U.S. Holder will be subject to the rules of Section 1291 of
the Code with respect to (a) any gain recognized on the sale or other
taxable disposition of Common Shares and (b) any excess distribution paid
on the Common Shares.  A distribution generally will be an “excess
distribution” to the extent that such distribution (together with all other
distributions received in the current taxable year) exceeds 125% of the average
distributions received during the three preceding taxable years (or during a
U.S. Holder’s holding period for the Common Shares, if shorter).





Under
Section 1291 of the Code, any gain recognized on the sale or other taxable
disposition of Common Shares, and any excess distribution paid on the Common
Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s
holding period for the Common Shares.  The amount of any such gain or
excess distribution allocated to prior years of such Non-Electing U.S. Holder’s
holding period for the Common Shares (other than years prior to the first
taxable year of the Company beginning after December 31, 1986 for which the
Company was not a PFIC) will be subject to U.S. federal income tax at the
highest tax applicable to ordinary income in each such prior year.  A
Non-Electing U.S. Holder will be required to pay interest on the resulting tax
liability for each such prior year, calculated as if such tax liability had been
due in each such prior year.  Such a Non-Electing U.S. Holder that is not a
corporation must treat any such interest paid as “personal interest,” which is
not deductible.  The amount of any such gain or excess distribution
allocated to the current year of such Non-Electing U.S. Holder’s holding period
for the Common Shares will be treated as ordinary income in the current year,
and no interest charge will be incurred with respect to the resulting tax
liability for the current year.





If the
Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder
holds Common Shares, the Company will continue to be treated as a PFIC with
respect to such Non-Electing U.S. Holder, regardless of whether the Company
ceases to be a PFIC in one or more subsequent years.  A Non-Electing U.S.
Holder may terminate this deemed PFIC status by electing to recognize gain
(which will be taxed under the rules of Section 1291 of the Code discussed
above) as if such Common Shares were sold on the last day of the last taxable
year for which the Company was a PFIC.




64





QEF
Election





A U.S.
Holder that makes a QEF Election generally will not be subject to the rules of
Section 1291 of the Code discussed above.  However, a U.S. Holder that
makes a QEF Election will be subject to U.S. federal income tax on such U.S.
Holder’s pro rata share of (a) the net capital gain of the Company, which
will be taxed as long-term capital gain to such U.S. Holder, and (b) and
the ordinary earnings of the Company, which will be taxed as ordinary income to
such U.S. Holder.  Generally, “net capital gain” is the excess of
(a) net long-term capital gain over (b) net short-term capital loss,
and “ordinary earnings” are the excess of (a) “earnings and profits” over
(b) net capital gain.  A U.S. Holder that makes a QEF Election will be
subject to U.S. federal income tax on such amounts for each taxable year in
which the Company is a PFIC, regardless of whether such amounts are actually
distributed to such U.S. Holder by the Company.  However, a U.S. Holder
that makes a QEF Election may, subject to certain limitations, elect to defer
payment of current U.S. federal income tax on such amounts, subject to an
interest charge.  If such U.S. Holder is not a corporation, any such
interest paid will be treated as “personal interest,” which is not
deductible.





A U.S.
Holder that makes a QEF Election generally (a) may receive a tax-free
distribution from the Company to the extent that such distribution represents
“earnings and profits” of the Company that were previously included in income by
the U.S. Holder because of such QEF Election and (b) will adjust such U.S.
Holder’s tax basis in the Common Shares to reflect the amount included in income
or allowed as a tax-free distribution because of such QEF Election.  In
addition, a U.S. Holder that makes a QEF Election generally will recognize
capital gain or loss on the sale or other taxable disposition of Common
Shares.





The
procedure for making a QEF Election, and the U.S. federal income tax
consequences of making a QEF Election, will depend on whether such QEF Election
is timely.  A QEF Election will be treated as “timely” if such QEF Election
is made for the first year in the U.S. Holder’s holding period for the Common
Shares in which the Company was a PFIC.  A U.S. Holder may make a timely
QEF Election by filing the appropriate QEF Election documents at the time such
U.S. Holder files a U.S. federal income tax return for such first year. 
However, if the Company was a PFIC in a prior year, then in addition to filing
the QEF Election documents, a U.S. Holder must elect to recognize (a) gain
(which will be taxed under the rules of Section 1291 of the Code discussed
above) as if the Common Shares were sold on the qualification date or
(b) if the Company was also a CFC, such U.S. Holder’s pro rata share of the
post-1986 “earnings and profits” of the Company as of the qualification
date.  The “qualification date” is the first day of the first taxable year
in which the Company was a QEF with respect to such U.S. Holder.  The
election to recognize such gain or “earnings and profits” can only be made if
such U.S. Holder’s holding period for the Common Shares includes the
qualification date.  By electing to recognize such gain or “earnings and
profits,” such U.S. Holder will be deemed to have made a timely QEF
Election.  In addition, under very limited circumstances, a U.S. Holder may
make a retroactive QEF Election if such U.S. Holder failed to file the QEF
Election documents in a timely manner.





A QEF
Election will apply to the taxable year for which such QEF Election is made and
to all subsequent taxable years, unless such QEF Election is invalidated or
terminated or the IRS consents to revocation of such QEF Election.  If a
U.S. Holder makes a QEF Election and, in a subsequent taxable year, the Company
ceases to be a PFIC, the QEF Election will remain in effect (although it will
not be applicable) during those taxable years in which the Company is not a
PFIC.  Accordingly, if the Company becomes a PFIC in another subsequent
taxable year, the QEF Election will be effective and the U.S. Holder will be
subject to the QEF rules described above during any such subsequent taxable year
in which the Company qualifies as a PFIC.  In addition, the QEF Election
will remain in effect (although it will not be applicable) with respect to a
U.S. Holder even after such U.S. Holder disposes of all of such U.S. Holder’s
direct and indirect interest in the Common Shares.  Accordingly, if such
U.S. Holder reacquires an interest in the Company, such U.S. Holder will be
subject to the QEF rules described above for each taxable year in which the
Company is a PFIC.





Each U.S.
Holder should consult its own financial advisor, legal counsel, or accountant
regarding the availability of, and procedure for making, a QEF Election. 
U.S. Holders should be aware that there can be no assurance that the Company
will satisfy record keeping requirements that apply to a QEF, or that the
Company will supply U.S. Holders with information that such U.S. Holders require
to report under the QEF rules, in event that the Company is a PFIC and a U.S.
Holder wishes to make a QEF Election.




65





Mark-to-Market
Election





A U.S.
Holder may make a Mark-to-Market Election only if the Common Shares are
marketable stock.  The Common Shares generally will be “marketable stock”
if the Common Shares are regularly traded on a qualified exchange or other
market.  For this purpose, a “qualified exchange or other market” includes
(a) a national securities exchange that is registered with the Securities
and Exchange Commission, (b) the national market system established
pursuant to section 11A of the Securities and Exchange Act of 1934, or
(c) a foreign securities exchange that is regulated or supervised by a
governmental authority of the country in which the market is located, provided
that (i) such foreign exchange has trading volume, listing, financial
disclosure, surveillance, and other requirements designed to prevent fraudulent
and manipulative acts and practices, remove impediments to and perfect the
mechanism of a free, open, fair, and orderly market, and protect investors (and
the laws of the country in which the foreign exchange is located and the rules
of the foreign exchange ensure that such requirements are actually enforced)
(ii) the rules of such foreign exchange effectively promote active trading
of listed stocks.  If the Common Shares are traded on such a qualified
exchange or other market, the Common Shares generally will be “regularly traded”
for any calendar year during which the Common Shares are traded, other than in
de minimis quantities, on at least 15 days during each calendar
quarter.  The Company believes that its Common Shares should qualify
as marketable stock.





A U.S.
Holder that makes a Mark-to-Market Election generally will not be subject to the
rules of Section 1291 of the Code discussed above.  However, if a U.S.
Holder makes a Mark-to-Market Election after the beginning of such U.S. Holder’s
holding period for the Common Shares and such U.S. Holder has not made a timely
QEF Election, the rules of Section 1291 of the Code discussed above will
apply to certain dispositions of, and distributions on, the Common
Shares.





A U.S.
Holder that makes a Mark-to-Market Election will include in ordinary income, for
each taxable year in which the Company is a PFIC, an amount equal to the excess,
if any, of (a) the fair market value of the Common Shares as of the close
of such taxable year over (b) such U.S. Holder’s tax basis in such Common
Shares.  A U.S. Holder that makes a Mark-to-Market Election will be allowed
a deduction in an amount equal to the lesser of (a) the excess, if any, of
(i) such U.S. Holder’s adjusted tax basis in the Common Shares over
(ii) the fair market value of such Common Shares as of the close of such
taxable year or (b) the excess, if any, of (i) the amount included in
ordinary income because of such Mark-to-Market Election for prior taxable years
over (ii) the amount allowed as a deduction because of such Mark-to-Market
Election for prior taxable years.





A U.S.
Holder that makes a Mark-to-Market Election generally also will adjust such U.S.
Holder’s tax basis in the Common Shares to reflect the amount included in gross
income or allowed as a deduction because of such Mark-to-Market Election. 
In addition, upon a sale or other taxable disposition of Common Shares, a U.S.
Holder that makes a Mark-to-Market Election will recognize ordinary income or
loss (such ordinary loss not to exceed the excess, if any, of (a) the
amount included in ordinary income because of such Mark-to-Market Election for
prior taxable years over (b) the amount allowed as a deduction because of
such Mark-to-Market Election for prior taxable years).





A
Mark-to-Market Election applies to the taxable year in which such Mark-to-Market
Election is made and to each subsequent taxable year, unless the Common Shares
cease to be “marketable stock” or the IRS consents to revocation of such
election.  Each U.S. Holder should consult its own financial advisor, legal
counsel, or accountant regarding the availability of, and procedure for making,
a Mark-to-Market Election.





Other
PFIC Rules





Under
Section 1291(f) of the Code, the IRS has issued proposed Treasury
Regulations that, subject to certain exceptions, would cause a U.S. Holder that
had not made a timely QEF Election to recognize gain (but not loss) upon certain
transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts and
exchanges pursuant to corporate reorganizations).  However, the specific
U.S. federal income tax consequences to a U.S. Holder may vary based on the
manner in which Common Shares are transferred.





Certain
additional adverse rules will apply with respect to a U.S. Holder if the Company
is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. 
For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses
Common Shares as security for a loan will, except as may be provided in Treasury
Regulations, be treated as having made a taxable disposition of such Common
Shares.





The PFIC
rules are complex, and each U.S. Holder should consult its own financial
advisor, legal counsel, or accountant regarding the PFIC rules and how the PFIC
rules may affect the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of Common Shares.




66





F.
            Dividends
      and Paying Agents





This Form
20-F is being filed as an Annual Report under the Exchange Act and, as such,
there is no requirement to provide any information under this
section.





G.
            Statement
      by Experts





This Form
20-F is being filed as an Annual Report under the Exchange Act and, as such,
there is no requirement to provide any information under this
section.





H.
            Documents
      on Display





Documents
referred to in this Annual Report may be inspected at the head office of the
Company at Suite 250 – 14142 Denver West Parkway, Golden, Colorado 80401 or the
Company's Canadian legal counsel located at 3000 - 1055 West Georgia Street,
Vancouver, British Columbia, V6E 3R3 during normal business hours.





The
Company is subject to the information requirements of the Exchange Act and, to
the extent required of Canadian companies, will file periodic reports and other
information with the Commission. All such reports and information may be ready
and copied at the public reference facilities listed below. The Company intends
to give its shareholders annual reports containing audited financial statements
and a report thereon from its independent chartered accountants and quarterly
reports for the first three quarters of each year containing unaudited interim
financial information.





The
Company’s SEC filing, and the exhibits thereto, are available for inspection and
copying at the public reference facilities maintained by the Commission in
Judiciary Plaza, 100 F Street, NE, Room 1580, Washington, DC
20549.  Copies of these filings may be obtained from these offices
after the payment of prescribed fees.  Please call the Commission at
(202) 551-8090 for further information on the public reference rooms. These
filings are also available at no charge at the SEC’s Website at http://www.sec.gov.





The
Company will also provide its shareholders with proxy statements prepared
according to Canadian law. As a Canadian company, the Company is exempt from the
Exchange Act rules about prescribing the furnishing and content of proxy
statements to shareholders and is also exempt from the short-swing profit
recovery and disclosure regime of section 16 of the Exchange
Act.


67





ITEM
11.              QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK





Quantitative
Information about Market Risk





Derivatives





As of
March 19, 2010 the Company had the following derivatives
outstanding:





US$
                          
                          
                          Expiry Date
                          
                          
                          
                          
                          
                          US$Hedging Contract
                          
                          Strike Price
                          
                          
                          2010
                          
                          
                          2011
                          
                          
                          Thereafter
                          
                          
                          Total
                          
                          
                          Fair ValueGold
      Bond Forwards - Ozs
                          
                          $
                          1,113
                          
                          
                          
                          3,257
                          
                          
                          
                          3,257
                          
                          
                          
                          6,514
                          
                          
                          
                          13,028
                          
                          
                          $
                          (251,000
                          )Owned
      Put Options - Ozs
                          
                          $
                          800
                          
                          
                          
                          5,000
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          5,000
                          
                          
                          $
                          4,000Sold
      Call Options - Ozs
                          
                          $
                          1,100
                          
                          
                          
                          5,000
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          5,000
                          
                          
                          $
                          (349,000
                          )$
                          (596,000
                          )





During
2009, the Company established several gold hedging positions. The open positions
consist of a gold collar that will expire in 2010 and gold participating bonds
(“Gold Bonds”) that are payable by delivering a total of 13,028 ounces of gold
over a four year period expiring December 31, 2013. The purpose of these hedge
positions is to limit exposure to gold price fluctuations during 2010 and
beyond. The collars consist of an equal number of put and call option contracts
with similar expiry dates. The put and call option contracts are European style
options that are settled net at the expiry date. The outstanding options have
expiry dates from January to December 2010 at the rate of 500 ounces per month.
The outstanding call option related to the Gold Bonds expires quarterly from
March 31, 2010 to December 31, 2013 at a rate of 814 ounces per quarter. All
derivative contracts have counterparty risk and all of the gold options have
been placed with a single counterparty. The Company believes that these
outstanding contracts will be settled in the normal course of business. The
Company’s policy is to not hedge more than 50 percent of the projected
production and retain a 25 percent production reserve tail. At December 31,
2009, the hedge position covers approximately 25 percent of projected 2010
production at the Briggs Mine.





Under the
terms of the option contracts, Atna will pay the counterparty on the contract
expiry date if the gold price is above the sold call option strike price of
$1,100 per ounce and the counterparty will pay the Company on the contract
expiry date if the gold price is below the owned put option strike price of $800
per ounce. If the gold price on the contract expiry date falls between the put
strike price of $800 and the call strike price of $1,100 per ounce there are no
settlement payments required by either party.





Under the
terms of the embedded derivative contracts in the Gold Bonds agreement, Atna
will deliver the value of 814 ounces of gold each quarter on the contractual
delivery date, which will be used to purchase shares of a gold exchange traded
fund (“ETF”) for each bond holders account and 6.25 percent of the original face
value of the Gold Bonds will be redeemed.





The fair
market value in the table above was estimated based on the gold price per ounce
from the London PM Fix on March 19, 2010 of $1,106. The change in the net fair
value of the hedge position will be positive to the Company when gold prices
fall and will be negative when gold prices rise relative to the gold price on
the date of the previous fair value calculation.





Qualitative
Information about Market Risk





Risk
management





The
Company is exposed to a number of market risks that are part of its normal
course of business. The Company has a risk management program that includes
senior management and when appropriate the board of directors. Management sets
policies approved by the board to identify and manage market risks affecting the
Company. As a result, the Company incorporates the use of various financial
instruments to manage these risks.




68





Gold price
risk: The Company’s primary products are gold and to a lesser extend
silver. The value of the Company’s assets, its earnings and its operating cash
flows are significantly impacted by the market price of gold. The price of gold
is influenced by numerous factors beyond the Company’s control, including supply
and demand and world geopolitical events.





Management
and the board of directors have set a gold hedge limit of 50 percent of annual
production plus a reserve tail of 25 percent of the life-of-mine production as a
cushion for unforeseen production issues. The Company has entered into gold
derivative contracts to mitigate the impacts of lower gold prices on its
operations. The gold derivative contracts include the purchase of put options
and the sale of call options, which in some cases are structured as a collar and
forward gold sales, including embedded derivatives in the gold bond financial
instrument. The Company fair values its derivative positions and does not employ
hedge accounting.





Foreign exchange
risk: The Company is not significantly impacted by foreign exchange risk.
The Company’s assets, liabilities, revenues and costs are all primarily
denominated in US dollars. Effective July 1, 2009, the Company restated its
financial statements to report its results in US dollars to remove the impact on
its reporting of fluctuations in the US dollar and Canadian dollar exchange
rate.





Counterparty
credit risk: The Company’s sales of gold to third parties expose the
Company to the credit risk of nonpayment by the counterparty. The Company
manages the counterparty credit risk by monitoring the credit worthiness of our
customer.  The Company sells all of its gold to one counterparty, but
at any one time the level of receivable is usually less than two percent of the
Company’s total revenues. All of the Company’s financial assets are held in
large highly rated US or Canadian financial institutions that the Company
believes have an acceptable level of counterparty risk. As of December 31, 2009
there were no significant concentrations of counterparty credit risk and no
amounts were held as collateral.





Liquidity
risk: Liquidity risk represents the risk that the Company cannot fund its
current operations. The Company’s goal is to maintain sufficient liquidity to
fund current operations for the next year after taking into account its current
cash and short-term investment balances and cash flows from operations and
potential asset sales. The Company believes that its current liquidity position
is sufficient to fund the Company’s operations for the foreseeable
future.





ITEM
      12.
            DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY
SECURITIES





This Form
20-F is being filed as an Annual Report under the Exchange Act and, as such,
there is no requirement to provide any information under this
section.





PART
II





ITEM
      13.
            DEFAULTS,
      DIVIDEND ARREARAGES AND
DELINQUENCIES





Not
applicable.





ITEM
      14.
            MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS





The
Company had a Shareholder Rights Plan (the “Rights Plan”), which was last
confirmed by the shareholders at the Annual and Extraordinary General Meeting
held on June 8, 2001 and at the Annual and Extraordinary General Meeting held on
April 14, 2005. Management did not request that the Rights Plan be confirmed at
the Annual and Extraordinary General Meeting held on May 8, 2008 and therefore
the Company does not have a valid Rights Plan.




69




ITEM
      15.
              CONTROLS
      AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
 
 The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms and that such
information is accumulated and communicated to our chief executive officer and
chief financial officer to allow timely decisions regarding required
disclosure.  Management, including our chief executive officer and our
chief financial officer, after evaluating the effectiveness of our disclosure
controls and procedures (as defined in the U.S. Securities Exchange Act of 1934
under Rule 13a-15(e)) has concluded that our disclosure controls and procedures
were not effective for the fiscal year ended December 31, 2008,
because of a material weaknessin internal control over
financial reporting, as described below.  However, as the result of
modifications the Company has made to its internal control over financial
reporting procedures, as further described below, management, including our
chief executive officer and chief financial officer, has concluded that our
disclosure controls and procedures were effective for the fiscal year ended
December 31, 2009.
 
 Identified
Material Weakness
 
 In the
Company’s annual report on Form 20-F for the fiscal year ended December 31, 2008
(“2008 Form 20-F”), which shall be amended concurrently with the filing of this
annual report, management identified one material weakness in its disclosure
controls and procedures, as described below.  The Company did not
provide a complete report on internal controls over financial
reporting.  Failure to provide such a report on internal controls over
financial reporting with its 2008 Form 20-F has caused the Company to conclude
that its disclosure controls and procedures were not effective as of December
31, 2008.
 
 Remediation
of Material Weakness
 
 The
following is a summary description of the changes in the Company’s disclosure
controls and procedures implemented during the year ended December 31, 2009 to
remediate the material weakness that the Company has identified:
 
 ·
              The
      Company took steps to ensure the closing process was moved forward to
      ensure adequate time to thoroughly review its financial report and related
      disclosures.
 ·
              The
      Company hired another senior staff accountant to relieve some of the time
      pressures in the closing process.
 ·
              The
      accounting staff has increased the utilization of additional review
      checklists and GAAP accounting
software.
 
 The
Company believes that as of the date of the filing of this annual report on Form
20-F, that the Company has remediated the material weakness in its disclosure
controls and procedures identified above. The above disclosed material weakness
did not result in adjustments to the Company’s consolidated financial statements
for the year ended December 31, 2009.
 
 Management’s
Annual Report on Internal Control Over Financial Reporting
 
 Management,
including the chief executive officer and chief financial officer, is
responsible for establishing and maintaining adequate internal control over
financial reporting, as defined under Exchange Act Rules 13a-15(f) and
15d-15(f). Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States. Internal
control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets, (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made only in
accordance with appropriate authorizations; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of assets that could have a material effect on the financial
statements.
 
 Management
assessed the effectiveness of internal control over financial reporting as of
December 31, 2009. In conducting its assessment of internal control over
financial reporting, management based its evaluation on the framework in
“Internal Control – Integrated Framework” issued by the Committee of Sponsoring
Organizations, or the COSO, of the Treadway Commission. Based on that
assessment, and the remediation of the material weakness identified in the 2008
Form 20-F, management has concluded that internal control over financial
reporting was effective as of December 31, 2009.
 
 This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial report. Management’s report was not subject to attestation by
the  independent registered public accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only management’s
report in this annual report.
 
 The
changes discussed above under the heading “Remediation of Material Weakness”
identify significant changes in internal control over financial reporting that
occurred during our fiscal year ended December 31, 2009, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.




ITEM
      16.
              AUDIT
      COMMITTEE FINANCIAL EXPERT AND CODE OF
ETHICS
  ITEM
      16A.
                  AUDIT
      COMMITTEE FINANCIAL EXPERT
 The
Company’s Board of Directors has determined that it has at least one audit
committee financial expert (as such term is defined in the rules and regulations
of the SEC) serving on its Audit Committee. Mr. David Fagin has been determined
to be such audit committee financial expert and is independent as defined in
National Instrument 58-101, meaning that, he has no direct or indirect
relationship with the issuer which could, in the view of the Board, reasonably
be expected to interfere with the exercise of his independent judgement, and is
not otherwise deemed not to be independent. The SEC has indicated that the
designation of an audit committee financial expert does not make Mr. Fagin an
“expert” for any purpose, impose on him any duties, obligations or liability
that are greater than the duties, obligations or liability imposed on him as a
member of the Audit Committee and the Board of Directors in absence of such
designation, or affect the duties, obligations or liability of any other member
of the Audit Committee or Board of Directors.




70




ITEM
      16B.
              CODE
      OF ETHICS
 The
Company has adopted the following code of ethics that applies to all the
Company’s Officers, including the Chief Executive Officer and the Chief
Financial Officer.  The Code of Ethics has been posted to the
Company’s website at
http://www.atna.com/i/pdf/CodeEthics.pdf.





It is the
policy of the Company that all officers, including the Chief Executive Officer
and the Chief Financial Officer, adhere to and advocates the following
principles governing their professional and ethical conduct in the fulfillment
of their responsibilities:





1.
            Act
      with honesty and integrity, avoiding actual or apparent conflicts between
      his or her personal, private interest and the interest of the Company,
      including receiving improper personal benefits as a result of his or her
      position.





2.
            Provide
      stakeholders with information that is accurate, complete, objective,
      relevant, timely and
understandable.





3.
            Comply
      with laws of federal, provincial and local governments applicable to the
      Company, and the rules and regulations of private and public regulatory
      agencies having jurisdiction over the
Company.





4.
            Act
      in good faith, responsibly, with due care, and diligence, without
      misrepresenting or omitting material facts or allowing independent
      judgment to be compromised.





5.
            Respect
      the confidentiality of information acquired in the course of the
      performance of his or her responsibilities except when authorized or
      otherwise legally obligated to disclose.  Do not use
      confidential information, acquired in the course of the performance of his
      or her responsibilities, for personal advantage.  Do not compete
      directly or indirectly with the
Company.





6.
            Proactively
      promote ethical behavior among subordinates and
  peers.





7.
            Use
      corporate assets and resources employed or entrusted in a responsible
      manner.





8.
            Advance
      the Company’s legitimate interest and proactively promote high integrity
      as a responsible member  of his or her business team and/or in
      his or her work environment.




ITEM
      16C.
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
 Audit
Fees





For the
years ended December 31, 2009 and 2008, fees payable to the Company’s external
auditors are shown below. The Company’s auditors Ehrhardt Keefe Steiner &
Hottman PC was approved by the shareholders at the Annual General Meeting held
May 5, 2009. De Visser Gray, Chartered Accountants, of Vancouver, British
Columbia was the Company’s auditors for the year ended December 31, 2007 and in
previous years.





December
      31, 2009
                              ($)
                            
                            December
      31, 2008
                              ($)Audit
      fees (1)
                            
                            149,650
                            
                            111,700Tax
      fees
                            
                            -
                            
                            -All
      other (2)
                            
                            nil
                            
                            109,300





(1)
            All
      figures based on fees paid to the principal accountant for the annual
      audit during 2009 and 2009.


(2)
            All
      other fees contain fees billed related to services performed in connection
      with the Canyon Merger.





71




The
Company’s Audit Committee Charter incorporates the Company’s pre-approval
policies and procedures.  All services rendered by Ehrhardt Keefe
Steiner & Hottman PC during 2009 were approved by the Audit Committee
pursuant to the pre-approval policies and procedures contained in the Audit
Committee Charter.





D.
            Exemption
      from the Listing Standards for Audit
Committees





Disclosure
not required.





E.           Purchases
of Equity Securities by the Issuer and Affiliated Purchasers





The
Company did not repurchase any of its shares in the fiscal year ended December
31, 2009.





F.           Change
in Registrant’s Certifying Accountant





Disclosure
not required.





G.          Corporate
Governance





Disclosure
not required.





PART
III





ITEM
      17.
            FINANCIAL
      STATEMENTS





See the
Financial Statements and Exhibits listed in Item 19 hereof and filed as part of
this annual report.





These
financial statements were prepared in accordance with Canadian GAAP and are
expressed in United States dollars.  There are material
differences between US and Canadian GAAP.  A reconciliation of the
financial statements to US GAAP is set forth in Note 20 to the financial
statements and in Item 5.B, titled “Liquidity and Capital
Resources”.  For a history of exchange rates in effect for Canadian
dollars as against U.S. dollars, see Item 3.A, titled “Selected Financial
Data”.





ITEM
      18.
            FINANCIAL
      STATEMENTS





Not
applicable.


72


ITEM
      19.
            EXHIBITS





Exhibit
      15.1
                  
                  
                  
                  Consolidated
      Audited Financial Statements and Notes thereto
                  
                  (1)(i)
                  
                  Report
      of Independent Registered Public Accounting Firm Ehrhardt Keefe Steiner
      & Hottman PC dated March 25, 2010. Report of Independent Registered
      Public Accounting Firm De Visser Gray LLP dated March 27, 2008, except for
      Note 3 which date is March 25, 2010.
                  
                  (1)(ii)
                  
                  Consolidated
      Balance Sheets as at December 31, 2009 and 2008.
                  
                  (1)(iii)
                  
                  Consolidated
      Statements of Operations for the years ended December 31, 2009, 2008 and
      2007.
                  
                  (1)(iv)
                  
                  Consolidated
      Statements of Cash Flows for the years ended December 31, 2009, 2008 and
      2007.
                  
                  (1)(v)
                  
                  Notes
      to Consolidated Financial Statements
                  
                  (1)(vi)
                  
                  Financial
      Statements Schedules are omitted because they are not applicable, not
      required or because the required information is included in the
      consolidated financial statements or notes thereto filed
      herein.
                  
                  N/AExhibit
      15.2
                  
                  
                  
                  Management’s
      Discussion and Analysis for the years ended December 31, 2009 and
      2008.
                  
                  (1)Exhibit
      12.1
                  
                  
                  
                  Section
      302 Certifications by the Chief Executive Officer and Chief Financial
      Officer as required by rule 13a-14(a) or Rule 15d-14(a).
                  
                  (1)Exhibit
      13.1
                  
                  
                  
                  Section
      906 Certifications by the Chief Executive Officer and Chief Financial
      Officer as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350
      of Chapter 63 of Title 18 of the United States code.
                  
                  (1)Exhibit
      14.1
                  
                  
                  
                  Consents
      of Independent Registered Public Accounting Firm Ehrhardt Keefe Steiner
      & Hottman PC and De Visser Gray LLP.
                  
                  (1)





(1)
            Attached
      hereto





SIGNATURES





The
registrant hereby certifies that it meets all the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.





ATNA
RESOURCES LTD.





/s/
“James K.B. Hesketh”





James
K.B. Hesketh


President
and Chief Executive Officer


March 26,
2010


73