ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





Description
of Business and Report Date





Atna
Resources Ltd. (“Atna” or the “Company”) is engaged in the exploration,
development and production of gold properties located primarily in the United
States (“US” or “U.S.”). The Company also has mineral interests in Canada and
Chile. The Company is a reporting issuer in British Columbia, Alberta, Ontario
and Nova Scotia. Atna trades on the Toronto Stock Exchange under the symbol
“ATN” and in the US on the over-the-counter Bulletin Board under the symbol
“ATNAF”. The following discussion and analysis of the financial position and
results of operations for the Company is current up to March 19, 2010 (the
“Report Date”) and should be read in conjunction with the audited consolidated
financial statements and the notes thereto for the year ended December 31, 2009,
which have been prepared in accordance with Canadian generally accepted
accounting principles. Effective July 1, 2009, the Company changed its reporting
currency from the Canadian dollar (“CAD” or “C$”)to the United
States dollar (“USD” or
“US$”). See Changes in Accounting Policies for additional information.
All amounts are in USDs unless otherwise noted. Additional information relating
to the Company, including audited financial statements and the notes thereto for
the years ended December 31, 2009 and 2008, can be viewed on SEDAR at www.sedar.com and on
EDGAR at  www.edgar.com.





Highlights:





·
            In
      2009, Atna increased its NI 43-101 compliant measured and indicated
      mineral resource by a combined 81 percent to 2.0 million ounces of gold
      and its inferred mineral resources by 112 percent to 1.2 million ounces,
      both net of resources mined during
2009.


·
            Production
      at the Briggs Mine commenced in 2009 and a total of 24,272 ounces of
      contained gold was mined to produce a total of 11,198ounces of gold in
      doré, of which 10,886 ounces was sold at an average gold price of $962 per
      ounce. Cash cost of production was $908per ounce as
      calculated using non-GAAP Gold Institute standards. Estimated mined
      recoverable gold inventory at year end was 8,300 ounces in all stages of
      process.


·
            In
      February 2010, the Nevada department of Environmental Protection issued a
      Reclamation Permit for the Reward Mine, allowing Atna to initiate
      development of the project.


·
            The
      Columbia gold project in Montana declared a measured and indicated gold
      mineral resource of 741,680 ounces and an inferred gold mineral resource
      of 453,570 ounces.


·
            In
      March 2010 the Cecil R project adjacent to the Briggs Mine in California
      declared a measured and indicated gold mineral resource containing 73,490
      ounces and an inferred gold mineral resource containing 99,390
      ounces.


·
            In
      December 2009, the Company closed a $14.5 million gold participating bond
      (“Gold Bonds”) offering in Europe.


·
            In
      September 2009, the Company completed a C$1.5 million convertible debt
      financing.


·
            Effective
      July 1, 2009, the Company changed its reporting currency from Canadian
      dollars to US dollars.





Mine
Operations





Briggs
Mine





The
Briggs Mine (“Briggs”) is located on the west side of the Panamint Range near
Death Valley, California.  Briggs was initially constructed in 1995
and through December 31, 2009, has produced over 560,000 ounces of
gold.





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.


-1-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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 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.





Restart
activities at Briggs commenced in the fourth quarter 2008 and the first gold
pour was completed in May 2009. Gold production in the second quarter production
was primarily the result of mining prestripped ore left over from when the mine
was shut down in 2004. 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:





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.




-2-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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
                  
                  
                  ContainedMiningArea
                  
                  (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.





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





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.


-3-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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.





DEVELOPMENT
PROPERTIES





Reward
Mine





The
Reward Mine is located about 5.5 miles south-southeast of Beatty in Nye County,
Nevada.  In March 2008, the Company completed a positive economic
feasibility study for the Reward 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
      five percent increase in estimated direct operating
  costs





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


-4-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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 up to 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.





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.


-5-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





Pinson
Mine Property





The
Pinson Mine property is located in Humboldt County, Nevada, about 30 miles east
of Winnemucca. 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.




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




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 reverse circulation
(“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 feet, of drift excavation
completed. 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.





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.





In
January 2010, Atna acquired a 1.5 percent net smelter return royalty (“NSR”)
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 MVA.





Columbia
Project





The
Company wholly-owns or leases the Columbia Gold Project (“Columbia”), located
seven miles east of Lincoln and 45 miles northwest of Helena, in Lewis and Clark
County, Montana.


-6-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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)
                        
                        
                        Gold Ozs
                        
                        
                        (oz/ton)
                        
                        
                        Silver OzsCut-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 project will be required to complete an
environmental impact statement and the permitting process before any development
activities can take place on the property.





During
2010, the Company is planning to conduct additional metallurgical test work,
environmental base-line studies, and a preliminary economic assessment of
development alternatives for the property.





EXPLORATION
PROPERTIES





Clover





The
Clover property is situated 68 km northeast of Winnemucca in Elko County,
north-central Nevada. 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.





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.


-7-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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.




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 US Bureau of Land
Management (“BLM”) to 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.





On
January 6, 2009 GPRD announced assay results on three core drill holes and two
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 (“g/t”) (14 ft of 0.45 oz/t) gold, including 1.5 m of
31.7 g/t (5 ft of 0.93 oz/t) gold and 35 g/t silver, from 85 m (280 ft) drill
depth.


-8-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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.





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 Margaite 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.





Sand
Creek 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 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 was 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.





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.


-9-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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.





Summary
of Mineral Reserves and Resources





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





Category
                                    
                                    Tons (x1,000)
                                    
                                    
                                    Au
                                      (oz/ton)
                                    
                                    
                                    Contained
                                      OuncesBriggs
      (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


-10-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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





Category
                    
                    Tons (x1,000)
                    
                    
                    Au
                      (oz/ton)
                    
                    
                    Contained
                      OuncesMeasured & 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





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





Category
                    
                    Tons (x1,000)
                    
                    
                    Ag (oz/ton)
                    
                    
                    Contained OuncesMeasured & 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.


-11-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





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.





Legal
Issues





Kendall
Mine Lawsuits





In
October 2001, a plaintiff group filed suit in the State of Montana District
Court against Canyon and its wholly-owned subsidiary, CR Kendall
Corporation.





In
February 2007, Canyon entered into a settlement and release agreement with eight
of the twelve plaintiffs in this suit. Canyon’s share of the settlement was $0.1
million and the Company maintained a balance of $0.2 million recorded as a legal
settlement accrual on the consolidated balance sheet as of December 31, 2008. In
January 2009, the final outstanding lawsuit was dismissed with prejudice and the
$0.2 million held by the Court was released to the Company.


-12-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





Selected
Annual Information





The
following are selected annual information for the last five years ended December
31:





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





Summary
of Quarterly Results





The
following are the quarterly results for the eight most recent
quarters:





Quarterly results ended
                
                Dec-09
                
                
                Sep-09
                
                
                Jun-09
                
                
                Mar-09Total
      revenues
                
                $
                4,957,800
                
                
                $
                3,731,400
                
                
                Nil
                
                
                Nil(Loss)
      income for the quarter
                
                $
                (1,824,000
                )
                
                $
                (1,374,400
                )
                
                $
                (1,728,900
                )
                
                $
                (1,032,800
                )Basic
      and diluted loss per share
                
                $
                (0.02
                )
                
                $
                (0.02
                )
                
                $
                (0.02
                )
                
                $
                (0.01
                )





Quarterly results ended
                
                Dec-08
                
                
                Sep-08
                
                
                Jun-08
                
                
                Mar-08Total
      revenues
                
                Nil
                
                
                Nil
                
                
                $
                155,100
                
                
                NilIncome
      (loss) for the quarter
                
                $
                (424,100
                )
                
                $
                18,666,200
                
                
                $
                (1,424,800
                )
                
                $
                (1,012,300
                )Basic
      and diluted income (loss) per share
                
                $
                -
                
                
                $
                0.22
                
                
                $
                (0.02
                )
                
                $
                (0.02
                )





The above
quarterly results have been restated for changes in accounting policies as
described later in this management discussion and analysis in the section
“Changes in Accounting Policies”.





Quarterly
results can vary significantly depending on whether the Company realizes any:
gains or losses on the sale of investments, write-offs or write-downs on
properties, gains or losses on foreign exchange, or stock-based compensation
costs resulting from the granting of stock options. The Company is not impacted
by seasonality in its cost structure.





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
$0.2million for
the year ended December 31, 2008. Details of the $21.8million 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.





-13-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009







·
              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 due primarily to purchases of
property, plant and equipment at the Briggs Mine partially offset by proceeds
from sales of investments and other assets. Net cash provided by financing
activities of $13.8 million included $13.6 million of 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 – Three Months Ended December 31, 2009 versus Three Months Ended
December 31, 2008





For the
three months ended December 31, 2009, Atna recorded a net loss of $1.8 million,
or basic loss per share of $0.02, on revenues of $5.0 million. This compares to
net loss of $0.4 million, or a basic income per share of nil, on revenues of nil
for the three months ended December 31, 2008. Details of the $1.4million total negative
variances in the results between the quarters were as follows:




·
            A
      negative variance of $0.6 million related to a negative gross profit on
      fourth quarter gold sales.·
            A negative variance of $0.1million in general
      and administrative expenses due to the added corporate infrastructure to
      support production and development operations.·
            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 $0.4 million in interest income and expense
      due to lower cash balances and higher debt balances.·
            A positive variance of $0.6 million in unrealized gains on
      derivatives due a lower negative mark to market related to the Gold Bonds
      as a result of a lower gold price at year end compared to the Gold Bonds
      closing date.·
            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.




-14-




ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009





For the
fourth quarter ended December 31, 2009, cash and cash equivalents increased by
$11.3 million. The net increase was due primarily to the $13.6 million of net
cash proceeds from the issuance of Gold Bonds in December 2009 less net cash
used in operating activities of $1.1 million, $0.7 million of net cash used in
investing activities and $0.4 million of payments on capital
leases.




The
Company’s Briggs Mine began producing gold in May 2009. The Briggs mine
continued to be in the development stage during the second quarter of 2009 and
as a result $1.8 million of gold revenues were credited against capitalized
development costs.





Gold
production during the fourth quarter amounted to 4,623ounces, which was
approximately equal to the previous quarter. Gold ounces sold in the fourth
quarter increased by 29 percent from the previous quarter to 5,036 ounces.
Fourth quarter revenues increased by 33 percent to $5.0 million due to increased
gold sales and increased gold prices. Gold price realizations averaged $980 in
the fourth quarter compared to $953 in the previous quarter. Revenues are
expected to be trend higher in the first quarter of 2010 compared to the fourth
quarter of 2009. Production is expected to be slightly higher in the first
quarter of 2010 compared to the fourth quarter of 2009 as the number of ore tons
under leach increases and production stabilizes as a result of increased ore
mined from higher equipment utilization as additional mining areas become more
available. Gold price realizations are also trending higher in the first quarter
of 2010 compared to the fourth quarter of 2009 due to selling most of the gold
on the spot market rather than into lower priced forward contracts entered into
during 2009.





Although,
Briggs is expected to generate operating cash flows during the first quarter of
2010, on a consolidated basis we expect to continue to generate net losses for
the first quarter of 2010. In addition, the mine added an additional crushing
and mining shift in the fourth quarter to further increase
production.





Contractual
Obligations





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





Payments due by PeriodTotal
                  
                  
                  Less than
                    1-year
                  
                  
                  1-3 years
                  
                  
                  4-5 years
                  
                  
                  More than
                    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





Off-Balance
Sheet Arrangements





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


-15-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


Liquidity
& 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 eight 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.





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.


-16-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


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 of
                    SharesBeginning
      balance, January 1, 2009
                  
                  
                  83,291,133Activity
      during the period
                  
                  
                  -Ending
      balance, December 31, 2009
                  
                  
                  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 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 paid in
cash. 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 $1.2 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 16 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 for the
year ended December 31, 2009, none of which was capitalized. 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.


-17-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


Outstanding
Warrants





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





Expiration Date
                  
                  Underlying
                    Shares
                  
                  
                  Exercise Price
                    (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.





Related
Party Transactions





During
the year ended December 31, 2009, the Company had no related party
transactions.





Financial
Instruments





Financial
instruments are either recorded at amortized cost or fair value.
Held-to-maturity investments, loans and receivables and other financial
liabilities are measured at amortized cost. Held-for-trading financial assets
and liabilities and available-for-sale financial assets are measured on the
balance sheet at fair value. Derivative financial instruments are classified as
held-for-trading and are recorded on the balance sheet at fair value unless
exempted as a normal purchase and sale arrangement. Changes in fair value of
derivative financial instruments are recorded in earnings unless the instruments
are designated and meet the requirements for accounting treatment as a hedge.
The Company does not designate its derivative contracts as hedges and therefore
does not employ hedge accounting treatment. The Company has determined the
estimated fair values of its financial instruments based on appropriate
valuation methodologies as of the balance sheet date; however, considerable
judgment is required to develop these estimates. Realized gains and losses on
financial instruments are recorded as a component of operating cash
flow.





During
2009, CICA Handbook Section 3862, Financial Instruments – Disclosures (“Section
3862”), was amended to require disclosures about the inputs to fair value
measurements, including their classification within a hierarchy that prioritizes
the inputs to fair value measurement. The three levels of the fair value
hierarchy are:


·
            Level
      1 – Unadjusted quoted prices in active markets for identical assets or
      liabilities;




·
            Level
      2 – Inputs other than quoted prices that are observable for the asset or
      liability either directly or indirectly;
and




·
            Level
      3 – Inputs that are not based on observable market
  data.




-18-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


The
following table provides a comparison of fair values and carrying values as of
December 31:





2009
                                
                                
                                2008Category
                                
                                Level
                                
                                Estimated
                                  FairValue
                                
                                
                                Carrying
                                  Value
                                
                                
                                Estimated
                                  FairValue
                                
                                
                                Carrying
                                  ValueFinancial
      assets:Cash
      and cash equivalents
                                
                                Available-for-sale
                                
                                
                                n/a
                                
                                
                                13,060,300
                                
                                
                                
                                13,060,300
                                
                                
                                
                                16,707,300
                                
                                
                                
                                16,707,300Restricted
      cash
                                
                                Loans
      and receivable
                                
                                
                                1
                                
                                
                                4,076,100
                                
                                
                                
                                4,076,100
                                
                                
                                
                                4,021,500
                                
                                
                                
                                4,021,500Investments
                                
                                Available-for-sale
                                
                                
                                1
                                
                                
                                267,700
                                
                                
                                
                                267,700
                                
                                
                                
                                287,200
                                
                                
                                
                                287,200Total
      financial assets
                                
                                
                                
                                
                                
                                
                                
                                17,404,100
                                
                                
                                
                                17,404,100
                                
                                
                                
                                21,016,000
                                
                                
                                
                                21,016,000Financial
      liabilities:Accounts
      payable and accrued liabilities
                                
                                Financial
      liabilities at amortized cost
                                
                                
                                n/a
                                
                                
                                2,376,200
                                
                                
                                
                                2,376,200
                                
                                
                                
                                2,347,200
                                
                                
                                
                                2,347,200Derivative
      liabilities
                                
                                Held-for-trading
                                
                                
                                2
                                
                                
                                547,600
                                
                                
                                
                                547,600
                                
                                
                                
                                -
                                
                                
                                
                                -Notes
      payable
                                
                                Financial
      liabilities at amortized cost
                                
                                
                                2
                                
                                
                                2,158,400
                                
                                
                                
                                2,158,400
                                
                                
                                
                                825,000
                                
                                
                                
                                825,000Gold
      bonds, net of discount
                                
                                Financial
      liabilities at amortized cost
                                
                                
                                2
                                
                                
                                12,729,400
                                
                                
                                
                                12,729,400
                                
                                
                                
                                -
                                
                                
                                
                                -Capital
      leases
                                
                                Financial
      liabilities at amortized cost
                                
                                
                                n/a
                                
                                
                                2,979,200
                                
                                
                                
                                2,979,200
                                
                                
                                
                                46,400
                                
                                
                                
                                46,400Total
      financial liabilities
                                
                                
                                
                                
                                
                                
                                
                                20,790,800
                                
                                
                                
                                20,790,800
                                
                                
                                
                                3,218,600
                                
                                
                                
                                3,218,600





Derivatives





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





US$
                  
                  
                  Expiry Date
                  
                  
                  
                  
                  
                  US$Hedging Contract
                  
                  StrikePrice
                  
                  
                  2010
                  
                  
                  2011
                  
                  
                  Thereafter
                  
                  
                  Total
                  
                  
                  FairValueGold
      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.


-19-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


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.





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.





Gold price
risk: The Company’s primary products are gold and to a lesser extent
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 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. 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.


-20-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


Stock
Options





The
following table summarizes the stock options outstanding and exercisable at
December 31, 2009:





Exercise Price CAD
                    
                    
                    Options Outstanding
                    
                    
                    Options ExercisableLow
                    
                    High
                    
                    
                    Quantity
                    
                    
                    Weighted
                      Average
                      Remaining
                      Contractual
                      Life
                    
                    
                    Weighted
                      Average
                      Exercise
                      Price
                      CAD
                    
                    
                    Quantity
                    
                    
                    Weighted
                      Average
                      Remaining
                      Contractual
                      Life
                    
                    
                    Weighted
                      Average
                      Exercise
                      Price
                      CAD$
                    0.45
                    
                    $
                    0.75
                    
                    
                    
                    4,907,500
                    
                    
                    
                    4.5
                    
                    
                    $
                    0.59
                    
                    
                    
                    2,598,121
                    
                    
                    
                    4.3
                    
                    
                    $
                    0.540.76
                    
                    
                    1.25
                    
                    
                    
                    40,000
                    
                    
                    
                    4.6
                    
                    
                    
                    0.82
                    
                    
                    
                    20,000
                    
                    
                    
                    4.6
                    
                    
                    
                    0.821.26
                    
                    
                    1.36
                    
                    
                    
                    2,151,640
                    
                    
                    
                    1.1
                    
                    
                    
                    1.35
                    
                    
                    
                    2,151,640
                    
                    
                    
                    1.1
                    
                    
                    
                    1.35$
                    0.45
                    
                    $
                    1.36
                    
                    
                    
                    7,099,140
                    
                    
                    
                    3.5
                    
                    
                    $
                    0.82
                    
                    
                    
                    4,769,761
                    
                    
                    
                    2.9
                    
                    
                    $
                    0.91





Disclosure
Controls and Procedures and Internal Controls over Financial
Reporting




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.





-21-





ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


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.


Corporate
Governance





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





The
Company’s management is held accountable to the Board of Directors
(“Directors”). Directors are elected to the Board by shareholders on an annual
basis. The Directors are responsible for reviewing and approving the annual
audited financial statements and MD&A. Responsibility for the review and
approval of the Company’s quarterly unaudited interim financial statements and
MD&A is delegated by the Directors to the Audit Committee, which is
comprised of four directors, all of whom are independent of management.
Additionally, the Audit Committee pre-approves audit and non-audit services
provided by the Company’s auditors.





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





Changes
in Accounting Policies





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.


-22-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


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





The
following 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.


-23-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


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.





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. 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.


-24-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


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.





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.


-25-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


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.





Forward-Looking
Statements





Certain
statements included or incorporated by reference in this MD&A, including
information as to the future financial or operating performance of the Company,
and its projects, constitute forward-looking statements. The words “believe,”
“expect,” “anticipate,” “contemplate,” “target,” “plan,” “intends,” “continue,”
“budget,” “estimate,” “may,” “will,” “schedule” and similar expressions identify
forward-looking statements. Forward-looking statements include, among other
things, statements regarding anticipated capital spending and cash flows,
expectations regarding operations, production, drilling and approvals and the
timing of studies and reports. Forward-looking statements are based upon a
number of estimates and assumptions made by the Company in light of its
experience and perception of historical trends, current conditions and expected
future developments, as well as other factors that the Company believes are
appropriate in the circumstances. While these estimates and assumptions are
considered reasonable by the Company, they are inherently subject to significant
business, economic, competitive, political and social uncertainties and
contingencies. Many factors could cause the Company’s actual results to differ
materially from those expressed or implied in any forward-looking statements
made by, or on behalf of, the Company. Such factors include, among other things,
risks relating to additional funding requirements, exploration, development and
operating risks, competition, production risks, regulatory restrictions,
including environmental regulation and liability and potential title disputes.
These factors and others that could affect the Company’s forward-looking
statements are discussed in greater detail in the section headed “Risks and
Uncertainties” below. Investors are cautioned that forward-looking statements
are not guarantees of future performance and, accordingly, investors are
cautioned not to put undue reliance on forward-looking statements due to the
inherent uncertainty therein. Forward-looking statements are made as of the date
of this MD&A, or in the case of documents incorporated by reference herein,
as of the date of such document, and the Company disclaims any intent or
obligation to update publicly such forward-looking statements, whether as a
result of new information, future events or results or
otherwise.


-26-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


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





Risks
and Uncertainties





Mineral
exploitation is a competitive and capital intensive business, characterized by a
number of significant risks including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral deposits but from
finding minerals deposits, which, though present, are insufficient in quantity
and quality to return a profit from production. The exploitation of minerals
acquired or discovered by the Company may be affected by numerous factors which
are beyond the control of the Company and which cannot be accurately predicted,
such as the economy, the proximity and capacity of mining facilities, mineral
prices, and such other factors as government regulations, including regulations
relating to royalties, changes in taxation rates, increased fees, allowable
production methods, controls over importing and exporting minerals, and
environmental regulations, any of which could result in the Company not
receiving an adequate return on invested capital.





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





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





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


-27-


ATNA
RESOURCES LTD.


MANAGEMENT'S
DISCUSSION AND ANALYSIS


For
the Year Ended December 31, 2009


The
business of mineral exploration and extraction involves a high degree of risk
and very few properties ultimately achieve commercial production. The ability of
the Company to replace production in the future is dependent on its ability to
conduct exploration, development and mining operations. The Company may need to
raise capital through the use of equity, debt, asset sales, joint ventures or by
other means in order to fund exploration, development and mining operations. In
turn, the Company’s ability to raise capital depends in part upon the market’s
perception of its management and properties, but also upon the price of gold and
silver and the marketability of the Company’s securities. There is no assurance
that the Company’s production activities or financing activities will be
successful in providing the funds necessary to fund ongoing business
activities.





Recovery
of gold and silver from ore is impacted by many factors that create uncertainty.
Factors impacting gold and silver recovery include variation in crushed ore
size, ore grade, rock type, solution concentration, lime addition, temperature,
rainfall, irrigation time, pressure stripping, refining, timely implementation
of ore placement on the leach pad and other associated factors. The cost
structure of recovering metal is also impacted by numerous variables including
ore grade and recovery, fuel and consumable costs, labor and benefit cost,
equipment operating and maintenance costs and numerous other factors. Other
production risk factors may include labor strife, slope failure, lack of skilled
labor and management, availability of mining equipment, availability of
consumables, weather and other operational factors.





The
Company entered into gold hedging contracts in order to protect the future
operating cash flows of its Briggs Mine. The Company also enters into consumable
off-take agreements for its future diesel fuel consumption that may protect
against the increasing cost of 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 that 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 periods of increased
gold prices or could increase diesel costs during periods of low diesel
prices.





For additional information on risk
factors, please refer to the risk factors section of the company’s 20-F for the
year ended December 31, 2009, which can be found on SEDAR atwww.sedar.com.





Outlook





The
Company’s key milestones for 2010 follow:





·
            Increase
      production rates at the Briggs Mine and lower costs to achieve unit cost
      goals.


·
            Develop
      positive cash flow from the Briggs
Mine.


·
            Begin
      construction on the Reward Gold
Project.


·
            Complete
      another round of drilling on the Reward Mine to potentially increase
      reserves.


·
            Evaluate
      our options for the Pinson Gold Project based on the outcome of Barrick’s
      strategic review, which may include sale of their interest in the
      project.


·
            Complete
      preliminary economic assessments for the Columbia and Cecil R
      projects.


·
            Continue
      baseline environmental studies for both the Columbia and Cecil R
      projects.


·
            Continue
      to pursue new exploration, acquisition and asset sale opportunities that
      add value, accelerate growth and provide
cash.


-28-