|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



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 (“U.S.”). The Company also has mineral interests in Canada. 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 U.S. 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 through March 23, 2012 (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, 2011, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”).
The Company’s reporting currency is the United States dollar (“USD” or “$”) and all amounts are
in USDs, except for certain disclosures that are made in Canadian dollars (“CAD” or “C$”), as noted. Additional
information relating to the Company, including audited consolidated financial statements and the notes thereto for the years ended
December 31, 2010 and 2009 and all National Instrument 43-101 (“NI 43-101”) technical reports referenced herein, can
be viewed on SEDAR at www.sedar.com and on EDGAR at www.edgar.com.



Highlights for 2011 and Subsequent Events
through the Report Date:



| | · | Through drilling at Briggs and Reward and the acquisition of a 70 percent interest in the Pinson
property (“Pinson”), Atna increased its global measured and indicated gold resource by 95 percent to approximately
3.9 million contained ounces in 2011. Inferred gold resources increased by 42 percent to approximately 1.7 million ounces.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Atna’s stock price increased from C$0.63 on December 31, 2010 to C$0.84 on December 31, 2011,
increasing further to C$1.20 as of March 23, 2012.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Atna generated net income of $15.1 million, $0.14 per share, in the year ended December 31, 2011
(“2011”). Income before income tax was $6.0 million, $0.06 per share. As of December 31, 2011, cash and cash equivalents
were $10.0 million.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In September 2011, the Company closed its transaction with Pinson Mining Company ("PMC"),
a subsidiary of Barrick Gold Corporation, acquiring PMC's 70 percent interest in Pinson. The acquisition gave Atna 100 percent
control of a high-grade gold resource on the Getchell gold belt of northern Nevada.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Briggs mine sold 32,371 ounces of gold in 2011, a 29 percent increase over 2010 results, to
produce $51.7 million in gross revenue, a 69 percent increase over 2010 gross revenue. The average selling price per ounce of gold
was $1,588.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Briggs produced $18.5 million in positive operating cash flow and $13.5 million of income before
tax.
| | - | -----------------------------------------------------------------------------------------------------

| | · | Proven and probable reserves at Briggs were increased in 2011 by 89,000 ounces, or 23 percent,
net of gold ounces mined in 2011, due to additional drilling and the use of a $1,300 three year trailing average price of gold,
adding over two years of additional mine life.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Proven and probable reserves at Reward were increased by 46 percent due to additional drilling
and the use of a $1,300 three year trailing average price of gold.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | On August 31, 2011, the Company closed a C$20 million Credit Agreement with Sprott Resource Lending
Partnership ("Sprott") to finance the Pinson acquisition and commence initial phases of development. In February 2012,
the term of this facility was extended, now due in three payments in 2013.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





-1-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011







Highlights for Fourth Quarter 2011:



| | · | Atna generated net income of $11.6 million, $0.10 per share, in the fourth quarter of 2011. Income
before tax was $2.5 million, $0.02 per share.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Company reversed $9.5 million, $0.08 per share, of an allowance against its deferred tax asset
principally in expectation of being able to use its past net operating loss carryforwards (“NOL’s”).
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Briggs mine sold 8,423 ounces of gold for the quarter, an eight percent increase over fourth
quarter 2010 volume, to produce $14.1 million in gross revenue, a 39 percent increase over the same period in 2010. The average
selling price was $1,675 per ounce in the quarter.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Briggs produced $4.7 million in positive operating cash flow and $4.0 million of income before
tax.
| | - | ---------------------------------------------------------------------------------------------------

| | · | Development of the Pinson mine commenced with the recruitment of an operating team and mobilization
of its underground mining contractor.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| | · | A 68 hole, 31,800 foot (9,700 meter) reverse circulation drilling program was completed at Briggs
with success in increasing gold resources and grades in the existing mine area.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A 15 hole, 8,880 foot (2,707 meters) reverse circulation drilling program was completed at the
Reward Project with success in increasing measured and indicated resources by 29 percent.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Mine Operations



Briggs Mine, California



The Briggs gold mining property (“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, 2011, Briggs has produced over 620,000 ounces of gold. The Briggs gold deposit is hosted by Precambrian quartz-rich
gneiss and amphibolite which have been strongly folded in Precambrian and Mesozoic periods and faulted during Mesozoic and Tertiary
periods. High-angle faults and shear zones are believed to have acted as conduits that channeled gold-bearing hydrothermal fluids
upwards into the gneiss and amphibolite package. The primary high angle fault system in the Briggs Mine area, which is believed
to be the primary conduit for gold mineralization, is the north to south trending Goldtooth fault.



Adrilling
program, which was completed in December 2011, successfully defined extensions to the North Main Briggs and Deep Briggs mineral
zones and encountered increased gold grades in these areas. This program included the drilling of 68 drill holes totaling over
31,800 feet (9,700 meters) and focused primarily on converting inferred resource to the measured and indicated confidence level.
The program resulted in an increase in total measured and indicated resource of 7.9 percent, net of ores mined in 2011, from year
end 2010.



Briggs produced $18.5 million in positive
operating cash flow and $13.5 million of operating profit for 2011. Gold sales were 32,371 ounces in 2011, an increase of 29 percent
relative to the year ended December 31, 2010 (“2010”). During 2011 gold was sold at an average realized price of $1,588
per ounce generating total revenues of $51.4 million, a 69 percent increase relative to 2010. Estimated, recoverable, in-process
gold inventory at Briggs increased in 2011 by 2,083 ounces to 15,543 ounces.



The table below summarizes the change in
gold reserves in contained ounces at Briggs in 2011. A later section of the report provides details regarding estimated mineral
reserve and resource balances.



|                      |  | Beginning |         |  |            |  |         | Other   |  |  | Ending | 
|--------------------- |  | --------- | ------- |  | ---------- |  | ------- | ------- |  |  | ------ | 
|Contained Ounces      |  | 2011      |         |  | Production |  |         | Changes |  |  | 2011   | 
|Proven                |  |           | 103,000 |  |            |  |         |         |  |  |        | 
|Probable              |  |           | 98,000  |  |            |  |         |         |  |  |        | 
|                      |  |           |         |  |            |  |         |         |  |  |        | 
|Total Briggs Reserves |  |           | 201,000 |  |            |  | (43,500 | )       |  |  | 89,429 | 



-2-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Other changes include the impact on reserve
estimates of the addition of new drilling information, changes in the three year trailing average price of gold, and changes in
projected operating costs.



Production statistics for Briggs for the
four quarters of 2011 and 2010 follow.



|                                    |  | First   |           |  | Second  |   |           | Third   |  |   | Fourth    |  |  | Total |          
|----------------------------------- |  | ------- | --------- |  | ------- | - | --------- | ------- |  | - | --------- |  |  | ----- | ---------
|Production Statistics for 2011      |  | Quarter |           |  | Quarter |   |           | Quarter |  |   | Quarter   |  |  | 2011  |          
|Waste tons                          |  |         | 2,766,400 |  |         |   | 2,627,900 |         |  |   | 2,512,300 |  |  |       | 1,983,100
|Ore tons                            |  |         | 608,400   |  |         |   | 662,600   |         |  |   | 615,800   |  |  |       | 759,100  
|Total tons                          |  |         | 3,374,800 |  |         |   | 3,290,500 |         |  |   | 3,128,100 |  |  |       | 2,742,200
|Strip ratio (waste / ore)           |  |         | 4.5       |  |         |   | 4.0       |         |  |   | 4.1       |  |  |       | 2.6      
|Ore grade (oz/ton)                  |  |         | 0.015     |  |         |   | 0.016     |         |  |   | 0.018     |  |  |       | 0.017    
|Contained gold ounces mined         |  |         | 8,900     |  |         |   | 10,700    |         |  |   | 11,000    |  |  |       | 12,900   
|Gold ounces produced in doré        |  |         | 6,700     |  |         |   | 7,700     |         |  |   | 9,400     |  |  |       | 8,400    
|Gold ounces sold                    |  |         | 6,600     |  |         |   | 7,700     |         |  |   | 9,700     |  |  |       | 8,400    
|Recoverable gold ounces inventory   |  |         | 14,100    |  |         |   | 14,500    |         |  |   | 12,700    |  |  |       | 15,500   
|Cash cost of gold production ($/oz) |  | $       | 927       |  |         | $ | 908       |         |  | $ | 913       |  |  | $     | 941      



|                                    |  | First   |           |  | Second  |   |           | Third   |  |   | Fourth    |  |  | Total |          
|----------------------------------- |  | ------- | --------- |  | ------- | - | --------- | ------- |  | - | --------- |  |  | ----- | ---------
|Production Statistics for 2010      |  | Quarter |           |  | Quarter |   |           | Quarter |  |   | Quarter   |  |  | 2010  |          
|Waste tons                          |  |         | 1,418,700 |  |         |   | 2,081,900 |         |  |   | 2,042,500 |  |  |       | 2,289,400
|Ore tons                            |  |         | 644,200   |  |         |   | 485,400   |         |  |   | 649,500   |  |  |       | 601,900  
|Total tons                          |  |         | 2,062,900 |  |         |   | 2,567,300 |         |  |   | 2,692,000 |  |  |       | 2,891,300
|Strip ratio (waste / ore)           |  |         | 2.2       |  |         |   | 4.3       |         |  |   | 3.1       |  |  |       | 3.8      
|Ore grade (oz/ton)                  |  |         | 0.015     |  |         |   | 0.014     |         |  |   | 0.019     |  |  |       | 0.016    
|Contained gold ounces mined         |  |         | 9,600     |  |         |   | 6,600     |         |  |   | 12,400    |  |  |       | 9,400    
|Gold ounces produced in doré        |  |         | 6,000     |  |         |   | 5,300     |         |  |   | 5,800     |  |  |       | 7,900    
|Gold ounces sold                    |  |         | 5,500     |  |         |   | 5,700     |         |  |   | 6,200     |  |  |       | 7,800    
|Recoverable gold ounces inventory   |  |         | 11,300    |  |         |   | 10,900    |         |  |   | 13,700    |  |  |       | 13,500   
|Cash cost of gold production ($/oz) |  | $       | 824       |  |         | $ | 865       |         |  | $ | 887       |  |  | $     | 760      



Cash cost of production per ounce is a
common gold mining industry measure not compliant with IFRS. Cash cost per ounce is calculated using the Gold Institute Standards
and is estimated by subtracting depreciation, depletion, amortization, changes in gold inventory, and silver by-product credits
from cost of sales. Cost of sales includes all mine-site operating costs, mine-site overhead, production taxes, royalties, mine-site
depreciation, amortization, depletion, production stripping costs net of capitalization, and changes in inventory.



The following schedule details the calculation
of cash cost of gold production per ounce for the years indicated.



|                                                    |  | 2011 |            |   | 2010 |  
|--------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Total cost of sales                                 |  | $    | 37,638,500 |   |      | $
|Less - mining related depreciation and amortization |  |      | (7,548,700 | ) |      |  
|Difference between ounces produced and ounces sold  |  |      | 717,300    |   |      |  
|Less - silver by-product credits                    |  |      | (360,500   | ) |      |  
|Total cash cost of production                       |  | $    | 30,446,600 |   |      | $
|                                                    |  |      |            |   |      |  
|Ounces produced (absorbed on carbon)                |  |      | 33,018     |   |      |  
|                                                    |  |      |            |   |      |  
|Total cash cost per ounce                           |  | $    | 922        |   |      | $



-3-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Briggs cash cost of production for 2011
was $922 per ounce, an 11 percent increase over the 2010 average of $828. Operatingcosts for
the quarter and year ended December 31, 2011 were negatively impacted by diesel fuel costs, representing over 22 percent of the
operating costs at Briggs. Diesel costs were lower than they otherwise would have been due to benefits derived from purchase contracts
for approximately 25 percent of Briggs’ diesel usage at delivered prices below then current market prices. A profit sharing
plan was initiated in 2011 for Briggs employees, costing four percent of the site’s profit and increasing costs by $0.6 million.
This plan was implemented as an incentive to retain personnel in the face of an industry-wide shortage of trained mining personnel.



Labor costs were also impacted in the fourth
quarter by adding and training personnel to operate 24 hours per day, seven days per week. These personnel were included in existing
operating crews, but produced only limited benefit to production during the training period. Staffing at Briggs now totals approximately
140 personnel. Gold production in the fourth quarter was also impacted by poor operating availability in the crushing circuit.
As a result of this issue, the Company invested in rebuilding and replacing aged crusher units in the plant’s tertiary circuit.
In addition, personnel changes have been made at Briggs to strengthen the management team. The net impact of the fourth operating
crew and improved availability in the crushing plant resulting from new and rebuilt units is expected to result in increased production
in 2012.



Briggs cash cost per ounce is expected
to average between $825 and $875 in 2012 as benefits from the increased production schedule, higher targeted plant availability
and productivity gains from increased operator experience are realized. Through the date of this report, additional fixed price
contracts to purchase approximately 30 percent of Briggs 2012 diesel requirements have been secured at an average price of $3.24
per gallon. The stripping ratio in 2012 and 2013 will be reduced, having removed the overburden from the existing pits in prior
years, and the deferred stripping asset will be amortized over future production.



Briggs’ production costs on a per-ton-mined
and processed basis are summarized below for the prior two years.



|Function           |  | Basis                          |  | 2011 |      |  | 2010 |  
|------------------ |  | ------------------------------ |  | ---- | ---- |  | ---- | -
|Mining             |  | $/ton of material, ore & waste |  | $    | 1.22 |  |      | $
|Crushing           |  | $/ton of ore processed         |  | $    | 2.64 |  |      | $
|Leach and Plant    |  | $/ton of ore processed         |  | $    | 3.24 |  |      | $
|Site Gen and Admin |  | $/ton of ore processed         |  | $    | 1.08 |  |      | $



Capital spending, inclusive of development,
was approximately $10.0 million in 2011. All planned project capital required under the existing mine plan has been spent. Sustaining
capital expenditures in 2012 are expected to be between $2.5 million and $3.0 million.



DEVELOPMENT PROPERTIES



Pinson Mine Property, Nevada



Pinson is located in Humboldt County, Nevada,
about 30 miles east of Winnemucca and is accessed by an all-weather road about ten miles north of the Golconda Exit from Interstate
Highway 80. The property is located on the Getchell Gold Belt in north-central Nevada near where it intersects the north end
of the Battle Mountain- Eureka trend. Prior to 2000, Pinson produced over 987,000 ounces of gold by open pit mining and oxide
heap-leach and mill recovery. Gold production came from decalcified, locally silicified and/or argillized, fine-grained, limy
sedimentary rocks of the Ordovician aged Comus Formation and is considered a Carlin-type, sedimentary host gold system. Mineralization
is focused along and adjacent to the Getchell Fault zone.



-4-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



In April 2009, Atna entered into a Mining
Venture Agreement (the “MVA”) for Pinson with Pinson Mining Company ("PMC"), a subsidiary of Barrick Gold
Corporation, superseding a prior Exploration and Development Agreement. Under the MVA, Atna owned a 30 percent equity interest
in the joint venture and PMC owned 70 percent. The joint venture spent over $50 million on drilling and development work at Pinson
from 2004 through 2011. In September 2011, Atna completed an Asset Purchase and Sale Agreement (“APSA”) with PMC
to acquire PMC’s 70 percent interest in the Pinson. The MVA was terminated by the APSA.



Upon closing of the APSA, Atna became the owner of four square
miles of land containing the historic Pinson Mine and the related mineral resources. PMC became sole owner of 21 square miles of
land and claims surrounding the four sections of land. As part of this transaction Atna also signed a non-exclusive Ore Milling
and Gold Purchase Agreement with an affiliate of PMC allowing Atna, at its option, to process Pinson sulfide ores at Barrick's
Goldstrike processing facilities. PMC retained a 10 percent, net profits royalty on production after the first 120,000 ounces of
gold are sold. Exclusive of the qualitative value of the processing agreement and future royalty payments to PMC, Atna paid $27.9
million for the 70 percent interest in Pinson inclusive of: US$15.0 million in cash, 15 million common shares of Atna, $1.5 million
in assumed reclamation obligations, and the net exchange of land.



In February 2012, Gustavson and Associates
completed a resource estimation effort including all data available for Pinson including the work completed by PMC. This work represents
the first effort to produce a property-wide gold resource estimate and includes both potential open pit resources (Mag Pit and
South Area) and the resources potentially extractable by underground methods. The results of this study were released on February
6, 2012 and are summarized below.



Pinson has a “small-mine” operating
permit allowing underground mining of 36,500 tons of ore per year. The Company began redevelopment of the mine based on this permit
in the fourth quarter of 2011. The decision to commence work is not based on the results of a technical report, but is based on
an analysis of the critical path required to attain commercial production in the fourth quarter 2012. Updated NI 43-101 compliant
mineral reserve estimates are expected to be released in the first half of 2012. Once these studies are completed, applications
for additional permits to operate at increased rates will be prepared and filed with the State of Nevada. No Federal filing is
required since the potential underground mining zones are located on private lands. New permits allowing increased levels of underground
production are expected early in 2013.



Approximately $20 million in Pinson development
costs have been budgeted for 2012. The Company expects to mine up to 36,500 tons as allowed under current permits to produce 10,000
to 15,000 ounces of gold in 2012. This production is budgeted to occur primarily in the fourth quarter of 2012.



Associated with the existing permits is
approximately $1.9 million in reclamation bonding. Atna provided the State of Nevada with approximately $0.6 million of this bonding
in 2011 and expects to provide the balance of approximately $1.3 million in the first half of 2012 when the State completes its
review of the bonding requirement.



An underground
mining contractor has been mobilized to the site and work on driving the secondary access has commenced. Under Mine Safety and
Health Administration (MSHA) regulations, commercial mining of ores may only be conducted once dual access has been established.
Once this access work is completed, then ore mining areas can be established. It is anticipated that an underhand cut-and-fill
mining method will be utilized due to poor rock competency in the ore zones. The company is in the process of mining a number of
large-scale, bulk, oxidized ore samples. A contract for the processing of this material at the nearby Twin Creeks processing plant
is being finalized with Newmont. Atna plans to ship this material in the first half of 2012 for test processing.In addition,
Atna is negotiating an ore sales agreement to process oxide ore on an ongoing basis at nearby facilities. Atna's
goal at Pinson over the next few years is to develop a mine capable of producing 75,000 to 100,000 ounces of gold per annum at
a competitive cost. It may take several years to achieve this target as this production level will require the development of numerous
working faces in the mine.



-5-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Approximately 4,000 feet (1,200 meters)
of underground workings have been excavated at Pinson. These workings are de-watered using an existing deep de-watering well. Three
additional wells have been drilled and the Company has pumps and related equipment on hand to put two of these wells into operation.
Water is currently being discharged into two existing rapid infiltration basins and a third basin has been permitted for construction.
Water rights to allow the underground project to be de-watered at a rate required to support underground mining operations were
granted in the year ended December 31, 2009 (“2009”). In addition, PMC upgraded site electrical systems to support
underground tunneling and ventilation operations and constructed a lined stock pad for the stockpiling of future mined sulfide
ores. A second portal collar was also established for a planned secondary access to the underground workings.



The Pinson mine had previously operated
as an open pit mine with gold produced from oxide ores through heap-leach and oxide mill recovery. Since 2004, the Pinson joint
venture conducted substantial drilling from surface in and around the existing open pits providing new information and expanding
the mineral resource base in and around the old pits. Re-evaluation of this potential in the currently robust gold market environment
has resulted in the development of a substantial measured and indicated mineral resource containing 981,700 gold ounces that is
believed to be amenable to open pit mining and heap-leach gold recovery. This resource is adjacent to but separate from the underground
resource.



The Company is planning to commence a feasibility
study to determine the economic potential of the open pit resource. While permits exist to commence underground development and
mining, the potential open pit is currently unpermitted and will be subject to the full permitting process prior to the commencement
of mining. Even though this is a brown-field site, this process may include the requirement to complete a full environmental impact
study.



Reward Mine, Nevada



The Reward mining property (“Reward”)
is located on approximately 2,214 acres in southwestern Nye County, Nevada, about 5.5 miles south-southeast of the town of Beatty.
Access is gained via state highway 95 to the site access road turnoff followed by a two mile gravel access road. Atna holds eight
placer claims and 14 unpatented lode claims under four mining leases, which expire in 2024 and 2025. Atna also owns 99 unpatented
claims and six patented claims. The leases and patented claims carry a three percent Net Smelter Return Royalty (“NSR”).
An NSR is a defined percentage of the gross revenues from a mining operation, less a proportionate share of incidental transportation,
insurance, refining, and smelting costs. Atna also owns 99 unpatented claims and six patented claims.



In March 2008, the Company completed a
positive economic feasibility study for Reward (filed on SEDAR on April 3, 2008). The feasibility study recommended 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.



In October 2011, the Company completed
a 15 hole, 8,880 foot (2,700 meter) drilling program at Reward, both in-filling and stepping out on known mineralization. A majority
of drill holes encountered ore-grade intercepts over potentially minable intervals. Several of the holes had both thicknesses and
grades significantly better than the deposit’s prior average and expanded the gold zones to the east and southeast. Mineralization
in this portion of the deposit is hosted by one or more gentle easterly dipping receptive host-beds within the Cambrian Woods Canyon
Formation phyllitic siltstones. The mineralized Woods Canyon has a thickness of up to 400 feet with 250 feet to 300 feet of the
unit mineralized. Gold mineralization is associated with minor white bull quartz veining and fracture-controlled and disseminated
iron oxides after pyrite. These drilling results have been incorporated into the estimated reserve and resources presented later
in this report. These encouraging results also justify an additional future drilling program at Reward as funding permits.



-6-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Reward has received the permits required
to initiate development and operating activities. During 2009 work was completed on an Environmental Assessment for Reward. 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 a total of $5.9 million in reclamation bonds, will allow Atna to construct
the Reward Mine. Approximately $0.9 million of the bonding is in place, and the balance is expected to be placed in 2013 prior
to commencing final construction. Reclamation bonds may be subject to inflation and other adjustments. 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.



Capital spending for Reward in 2011 was
$1.5 million. The production water well, wildlife exclusion fencing, electrical power lines, and road improvements were completed
in 2011. Quotes for plant design engineering have been received. Atna plans to place orders for long lead-time equipment for Reward
during 2012 for delivery in 2013 and to complete construction engineering designs in 2012. Atna plans to commence final construction
of Reward in 2013. A nine-month construction period is anticipated, with gold production commencing three months after construction
is completed. The final construction decision will be made as funding becomes available.



The following table depicts the change
in ounces of contained gold reserve recognized in 2011.





|                             |  | Beginning |         |  | Other   |  |        | Ending | 
|---------------------------- |  | --------- | ------- |  | ------- |  | ------ | ------ | 
|Category of Contained Ounces |  | 2011      |         |  | Changes |  |        | 2011   | 
|Proven                       |  |           | 38,200  |  |         |  | 52,400 |        | 
|Probable                     |  |           | 142,700 |  |         |  | 32,500 |        | 
|                             |  |           |         |  |         |  |        |        | 
|Total Reward reserves        |  |           | 180,900 |  |         |  | 84,900 |        | 







Other changes include the impact on reserve
estimation of changes in the three year trailing average price of gold, changes in operating costs and changes due to the addition
of new drilling information.



Current reserve estimates are based on
estimated future costs and the prior three-year average gold price, recently updated by the Company for this report. Reserves also
assume an 80 percent processing recovery rate based on metallurgical test results. Reserves and resources presented later in this
report reflect the results of drilling activity in 2011. The Reward operation is expected to produce approximately 212,600 ounces
of gold over a seven-year mine life. The life of mine waste-to-ore strip ratio is expected to be 2.1. Capital costs have been updated
and now total $32 million for crushing and process plants, facilities and infrastructure, mining fleet, capitalized stripping and
funding of surety bonds; however this is likely to increase by the time the development occurs.



Columbia Project, Montana



The Company wholly-owns or leases 24 patented
and 68 unpatented mining claims at the Columbia project (“Columbia”), which is located approximately seven miles east
of Lincoln and 45 miles northwest of Helena, in Lewis and Clark County, Montana. Total acreage is 1,776 acres. Access to the properties
is by dirt roads from a paved highway that crosses near the property.  The patented claims are subject to NSR’s that
range from zero percent to six percent.



-7-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



The Company engaged an independent engineering
firm with Qualified Persons (as defined in NI 43-101), to complete an NI 43-101 compliant “Technical
Report and Mineral Resource Estimate for the Columbia Project” in 2009 and an additional report titled “Technical Report
and Preliminary Economic Assessment on the Columbia Project” (“PEA”) was completed in May 2010 with both filed
on SEDAR. Results of these studies demonstrate that the project may have favorable development potential. The preliminary assessment
includes inferred mineral resources within the pit boundary that are considered too speculative geologically to have the economic
considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the
preliminary assessment estimates will be realized. Additional studies are required to fully demonstrate the future economic feasibility
of the project. This work, however, justifies moving ahead with a feasibility level study to further define the economics of the
project and justify commencing the permitting process.



The Columbia resource estimate is based
on 337 drill holes totaling 147,000 feet of drilling and 12,500 feet of surface trenching in 78 trenches carried out between 1989
and 1993. Bulk sampling, development studies, metallurgical testing, and environmental baseline studies were conducted during the
same time period. The deposit remains open for possible extension both along strike and to depth.



The PEA contemplates a conventional open-pit
truck/loader mining operation with sequential pit waste backfill and a conventional 5,000 ton per day gravity and flotation mill
to produce both doré and a gold and silver concentrate. Concentrates would be sold to third-party processing facilities.
Projected average annual production is approximately 70,000 ounces of gold and 96,000 ounces of silver over a nine-year mine life.
The initial design seeks to minimize environmental impact by incorporating dry tailings to be placed as pit backfill versus a conventional
wet tailings dam.



The PEA developed a number of recommendations
for future work. These include:

| | · | Additional metallurgical sampling to adequately test the various parts of the deposit sufficient
to refine the process flow and complete a plant design.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Additional drilling to confirm the resource and upgrade the ore classification of the Donnely South
area.
| | - | ---------------------------------------------------------------------------------------------------------

| | · | An evaluation of the permitting requirements of the project.
| | - | ------------------------------------------------------------

| | · | A geotechnical study to optimize pit slope angles and confirm waste dump stability and design.
| | - | ----------------------------------------------------------------------------------------------

| | · | Feasibility and project optimization studies.
| | - | ---------------------------------------------



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



A second round of metallurgical test work
was completed in February 2012. This work was focused on optimizing flotation gold recovery and characterizing gold concentrate
grade and quality utilizing conventional gravity and flotation gold recovery methods to produce both gravity and flotation concentrate
products. Both rougher and cleaner flotation circuits were utilized. Reverse circulation reject samples were composited to create
oxide mineral samples for testing. The test work indicated that up to 65 percent of the gold and 20 percent of silver was recovered
as a gravity concentrate. Simple flotation on the tail product recovered an additional 28 percent of the gold and 45 percent of
the silver. Cleaner flotation upgraded the flotation concentrate to the range of 39 ounces per ton of gold and 125 ounces per ton
of silver. Overall recovery for gravity and flotation was approximately 88 percent for gold and 50 percent for silver. Cyanide
leach tests on flotation concentrate produced a gold recovery of 98 percent and a silver recovery of 96 percent indicating a high
level of oxidation.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Periodic water sampling analysis is also
being conducted for baseline quality analysis. Additional studies were completed to assess whether any fatal flaws existed to prohibit
the project from being permitted and no significant flaws were determined. A community stakeholder analysis has also been completed.
These studies are all focused on providing support for the feasibility study and to begin permit applications in 2012.



Metallurgical test-work, drilling, and
mine planning are planned for the project in 2012. The goal is to complete a “Mine Plan of Operations” to initiate
the formal permitting process at Columbia.



Columbia is not currently permitted for
development. Columbia is located on patented and unpatented mining claims within a U.S. National Forest. As with all mining projects,
careful environmental study and permitting will be required before a mine can be developed on the property. There are no assurances
that all needed permits will be issued, issued timely, or issued without onerous conditions. An environmental impact statement
and the permitting process will require completion before any development activities can take place on the property.



Briggs’ Cecil R Satellite Property,
California



The Cecil R gold property (“Cecil
R”) is located four miles north of Briggs. The Company completed an initial NI 43-101 compliant mineral resource estimate
and technical report in March 2010. The NI 43-101 resource estimate is based on 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
that hosts the Briggs deposit. The gently west dipping blanket-like zone of gold mineralization dips beneath Quaternary Period
gravel cover and is distributed over an area 1,500 feet by 1,200 feet and has a thickness of 10 to 60 feet.



No new work was performed on Cecil R in
2011. Future work plans include additional drilling to determine the extent of the mineralization, metallurgical characterization
studies, and geotechnical slope determination studies to support possible mine designs.



EXPLORATION PROPERTIES



Clover, Nevada



The Clover gold exploration property (“Clover”)
is situated approximately 42 miles northeast of Winnemucca in Elko County, north-central Nevada, and consists of 365 unpatented
lode claims covering approximately 2,000 acres. Access is via all-weather gravel roads off Nevada State Route 18 and accessed from
Interstate 80 at the Golconda exit. Under an agreement dated March 11, 2003, the Company acquired a 100 percent interest in 22
claims on Clover, subject to a 3.0 percent NSR. The Company optioned the property to Yamana Gold (“Yamana”) in
November 2006. Yamana has been exploring the project since that time. In February 2012, Yamana advised Atna of its intent to terminate
its earn-in agreement on Clover.



In 2009 and 2010 Yamana worked on completing
permitting activities required by the Bureau of Land Management and completed a nine-hole drilling program (9,165.5 feet/2,793.5
meters). Yamana’s 2011 drilling failed to extend the gold mineralization encountered in previous drilling. Yamana interpreted
a change in the strike and host lithology of the targeted structure as the cause of the tightening of the vein. Yamana drilled
26 holes totaling 23,905 feet (7,286 meters) during its option period.



The Clover prospect is a low sulfidation
epithermal, vein-hosted gold prospect situated along the northern margin of the Midas trough, 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 and Newmont
Mining’s Ken Snyder Mine.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Tuscarora and Adelaide Properties, Nevada



In February 2008, the Company entered into
an option agreement (the “Option Agreement”) with Golden Predator Corp. ("GPD"), whereby GPD assumed the
obligation of Atna regarding the option with Newmont Mining Corporation on the Adelaide and Tuscarora gold prospects in Nevada.
Atna received 0.2 million shares of GPD as its 2011 option payment for the properties. At the end of 2011, GPD informed Atna that
they had completed the $3.0 million expenditure required under the Option Agreement. With this notice, control of these properties
was transferred to GPD. Atna retains an NSR of up to 1.5 percent but not less than 0.5 percent. When a positive production decision
has been made, Atna may receive an additional production payment equivalent to $2.50 per ounce of gold or gold equivalent ounce
based on the established reserves or measured and indicated ounces at that time, but not less than $250,000 for each property.



Adelaide is located about 30 miles south
of Winnemucca, Nevada and is accessed by state highway 294 to improved dirt road for two miles. Tuscarora located about 48 miles
south of Elko Nevada via state highway 225 to highway 226.



Sand
CreekUranium Joint Venture, Wyoming



In August 2006, the Company joined with
Uranium One Exploration USA Inc, (“Uranium One”) to form the Sand Creek Joint Venture (“Sand Creek JV”).
The area of interest for the Sand Creek JV covers an area of approximately 92,000 acres, located southeast of Douglas, Wyoming.
In June 2009, the Company and Uranium One entered into a Supplemental Agreement (the “Supplemental Agreement”) under
which 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. If Uranium One does not earn up to a 51 percent interest in the Sand Creek
JV, then the Company will assume the role of operator in the project. At termination or completion of the Supplemental Agreement,
the Sand Creek JV will remain effective, and the parties’ operating interests will be set in proportion to the amount of
their respective expenditures. The Company has no expenditure obligations while Uranium One spends the funds to increase its interest
in the Sand Creek JV.



In the fourth quarter of 2011, Uranium
One completed a total of 32 holes with 13 (41 percent) encountering grade-thickness values (GT’s) of greater than 0.25 foot-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. Uranium One is working to update its mapping of the uranium trend and associated resources
by integrating the new drilling. The Company does not control the timing of future drilling operations under the terms of the Supplemental
Agreement.



Montana
Mineral Rights

Atna owns approximately 0.9 million acres of mineral rights
in western Montana. The fee mineral rights underlay surface rights owned by other parties. The lands occur in thirteen counties
in western Montana. The Company is in the process of subdividing this package for exploration joint venture or sale.



In February 2011, CR Montana Corporation, an Atna subsidiary,
signed a Purchase Agreement with the Montana Department of Fish, Wildlife and Parks to sell 29,488 acres of mineral rights in the
Fish Creek State Park area for a price of $0.15 million. The Purchase Agreement was amended to extend the closing to June 3, 2012.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Canadian Properties, Yukon and British Columbia



In April 2011, the Company entered into
an agreement to option the Uduk Lake gold prospect in the Yukon to Canarc Resource Corporation (TSX:CCM) (“Canarc”).
Under the option, Canarc can acquire 100 percent interest in the Uduk claims by making option payments of $750,000 over a four
year period and granting the Company a two percent NSR. The Uduk claims are located in the Windfall Hills area, located 65 kilometers
south of Burns Lake, Yukon.



In July 2011, the Company entered into
option agreements to sell its Wolf, White Bull and Ecstall polymetallic exploration properties in the Yukon and British Columbia
to Mindat Research, a private British Columbia Corporation.



The Wolf polymetallic prospect is located
in the Pelly Mountains of southeastern Yukon. The property is currently held as a joint venture with Atna controlling 65.6 percent
and Yukon Nevada Gold Corporation (TSX:YNG) controlling 34.4 percent. Mindat will make option payments totaling $1,375,000 over
the next four years that will be split by the venture partners according to their respective interests. The venture partners will
also retain a two percent NSR position that will be allocated to their respective accounts.



The Ecstall polymetallic prospect is located
in the Skeena Mining District of British Columbia. Atna expects to receive $0.6 million in payments over the next four years and
a NSR of between 0.5 percent and one percent, depending on underlying royalty structures.



The White Bull polymetallic prospect is
located in the Cassiar Mountains of British Columbia in the Laird Mining Division. Atna will receive $0.1 million in payments over
the next four years and a one percent NSR.



Summary of Mineral Reserves and Resources



The mineral reserve and resource figures
below are significant estimates, subject to forward-looking-statement limitations. Reserve figures for Pinson have not been determined
as of the date of this report and are expected to be released separately in the second quarter of 2012. All other reserve and resource
figures are considered current based on reports dated as indicated in the footnotes to the tables below.



The scientific and technical information
contained in this report has been reviewed and approved by William Stanley, a Registered Member of the Society for Mining, Metallurgy
and Exploration, a Licensed Geologist, the Company's Vice President Exploration, and a "qualified person" as that term
is defined in NI 43-101.



The mineral resources reported below, 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 classified as inferred.



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



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



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Gold Mineral Reserves - Proven and Probable at December
31, 2011 (3)



|Category              |  | Tons (x1,000) |        |  | Au (oz/ton) |  |       | Contained Ounces | 
|--------------------- |  | ------------- | ------ |  | ----------- |  | ----- | ---------------- | 
|Briggs(1)- 100% Atna  |  |               |        |  |             |  |       |                  | 
|Proven                |  |               | 6,296  |  |             |  | 0.020 |                  | 
|Probable              |  |               | 5,942  |  |             |  | 0.020 |                  | 
|                      |  |               |        |  |             |  |       |                  | 
|Briggs reserves       |  |               | 12,238 |  |             |  | 0.020 |                  | 
|                      |  |               |        |  |             |  |       |                  | 
|Reward (2)- 100% Atna |  |               |        |  |             |  |       |                  | 
|Proven                |  |               | 3,673  |  |             |  | 0.025 |                  | 
|Probable              |  |               | 8,183  |  |             |  | 0.021 |                  | 
|                      |  |               |        |  |             |  |       |                  | 
|Reward reserves       |  |               | 11,856 |  |             |  | 0.022 |                  | 
|                      |  |               |        |  |             |  |       |                  | 
|Total reserves        |  |               | 24,094 |  |             |  | 0.021 |                  | 



| | 1. | Briggs Mine mineral reserve summary was updated March 16, 2012 and is
based on a 0.007 opt incremental leach cut-off grade calculated using $1,300 per ounce gold.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Reward mineral reserve update completed March 20, 2012, using a
>$0.01 net incremental value using $1,300 per ounce gold.
| | -- | -------------------------------------------------------------------------------------------------------------------------

| | 3. | Briggs reserves are current to December 31, 2011 and have been reconciled for mine production.
| | -- | ----------------------------------------------------------------------------------------------



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Gold Mineral Resources - Measured,
Indicated and Inferred at December 31, 2011 (7)



|Category                        |  | Tons (x1,000) |        |  | Au (oz/ton) |  |       | Contained Ounces | 
|------------------------------- |  | ------------- | ------ |  | ----------- |  | ----- | ---------------- | 
|Measured                        |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 13,306 |  |             |  | 0.021 |                  | 
|Reward - 100% (2)               |  |               | 4,692  |  |             |  | 0.023 |                  | 
|Pinson - Underground 100%(3,4)  |  |               | 1,619  |  |             |  | 0.355 |                  | 
|Pinson - Open pit 100% (3,4)    |  |               | 21,158 |  |             |  | 0.035 |                  | 
|Columbia - 100% (5)             |  |               | 5,370  |  |             |  | 0.047 |                  | 
|Cecil-R - 100% (6)              |  |               | 858    |  |             |  | 0.024 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Total measured                  |  |               | 47,003 |  |             |  | 0.042 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Indicated                       |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 20,293 |  |             |  | 0.019 |                  | 
|Reward - 100% (2)               |  |               | 13,363 |  |             |  | 0.019 |                  | 
|Pinson - Underground 100% (3,4) |  |               | 1,301  |  |             |  | 0.383 |                  | 
|Pinson Open pit 100% (3,4)      |  |               | 4,307  |  |             |  | 0.058 |                  | 
|Columbia - 100% (5)             |  |               | 11,294 |  |             |  | 0.043 |                  | 
|Cecil-R - 100% (6)              |  |               | 2,382  |  |             |  | 0.022 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Total indicated                 |  |               | 52,940 |  |             |  | 0.036 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Measured & indicated            |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 33,598 |  |             |  | 0.020 |                  | 
|Reward - 100% (2)               |  |               | 18,055 |  |             |  | 0.020 |                  | 
|Pinson - Underground 100%(3,4)  |  |               | 2,920  |  |             |  | 0.368 |                  | 
|Pinson - Open pit 100% (3,4)    |  |               | 25,466 |  |             |  | 0.039 |                  | 
|Columbia - 100% (5)             |  |               | 16,664 |  |             |  | 0.045 |                  | 
|Cecil-R - 100% (6)              |  |               | 3,240  |  |             |  | 0.023 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Total measured & indicated      |  |               | 99,943 |  |             |  | 0.039 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Inferred                        |  |               |        |  |             |  |       |                  | 
|Briggs - 100% (1)               |  |               | 12,940 |  |             |  | 0.018 |                  | 
|Reward - 100% (2)               |  |               | 4,757  |  |             |  | 0.014 |                  | 
|Pinson - Underground 100%(3,4)  |  |               | 2,236  |  |             |  | 0.378 |                  | 
|Pinson - Open pit 100% (3,4)    |  |               | 824    |  |             |  | 0.034 |                  | 
|Columbia - 100% (5)             |  |               | 10,705 |  |             |  | 0.042 |                  | 
|Cecil-R - 100% (6)              |  |               | 5,144  |  |             |  | 0.019 |                  | 
|                                |  |               |        |  |             |  |       |                  | 
|Total inferred                  |  |               | 36,606 |  |             |  | 0.047 |                  | 



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Silver Mineral Resources - Measured,
Indicated and Inferred at December 31, 2011



|Category                   |  | Tons (x1,000) |        |  | Ag (oz/ton) |  |       | Contained Ounces | 
|-------------------------- |  | ------------- | ------ |  | ----------- |  | ----- | ---------------- | 
|Columbia - 100% (5)        |  |               |        |  |             |  |       |                  | 
|Measured                   |  |               | 5,370  |  |             |  | 0.155 |                  | 
|Indicated                  |  |               | 11,295 |  |             |  | 0.115 |                  | 
|                           |  |               |        |  |             |  |       |                  | 
|Total measured & indicated |  |               | 16,665 |  |             |  | 0.128 |                  | 
|                           |  |               |        |  |             |  |       |                  | 
|Total inferred             |  |               | 10,705 |  |             |  | 0.097 |                  | 



| | 1. | NI 43-101 Technical Report Briggs Gold Project, March 2009; Briggs Resource update, January 19,
2012, 0.006 oz/ton cut-off
| | -- | --------------------------------------------------------------------------------------------------------------------------

| | 2. | NI 43-101 Technical Report Reward Gold Project, March 2008; Reward Resource update, Feb. 2012,
0.006 oz/ton cut-off
| | -- | -------------------------------------------------------------------------------------------------------------------

| | 3. | Equity Interest Basis; 0.20 oz/ton cut-off grade underground; 0.010 oz/ton cut-off Open Pit.
| | -- | --------------------------------------------------------------------------------------------

| | 4. | NI 43-101 Technical Report, Pinson Gold Property, March 2012
| | -- | ------------------------------------------------------------

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

| | 6. | NI 43-101 Technical Report Cecil R Gold Property, March 2, 2010
| | -- | ---------------------------------------------------------------

| | 7. | Resource estimates for Briggs and Reward include proven and probable reserves
| | -- | -----------------------------------------------------------------------------



Mr. Alan Noble of Ore Reserves Engineering
of Lakewood, Colorado, Registered Professional Engineer, State of Colorado, acted as the independent Qualified Person in the preparation
of “Technical Report on Briggs Project, March 2009” and produced the updated resource estimate for the Briggs Mine
published January 19, 2012. Mr. Noble is a Qualified Person as defined under NI 43-101. Mr. Mike Read of Chlumsky, Armbrust &
Meyer, LLC of Lakewood, Colorado, was responsible for preparing the ore reserve estimate and mine plan and worked under the supervision
of Mr. Robert L. Sandefur as independent Qualified Person for those sections of the Briggs technical report. Year-end 2011 Mineral
Reserves were updated by Mr. Read as Principal Mining Engineer and Qualified Person as defined under NI 43-101 for the Briggs Mine
on March 16, 2012. The reserves are stated at December 31, 2011 and reflect mining at Briggs, price, cost and design parameter
changes and the January 2012 resource update.



Dr. 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 Reward feasibility report “NI 43-101 Technical Report Reward Gold Project, March 2008.” Mr. Robert
Sandefur of Chlumsky, Armbrust & Meyer, LLC of Lakewood, Colorado, updated the Reward Gold Project mineral estimate, release
dated February 27, 2012 and is an independent Professional Engineer and Qualified Person as defined under NI 43-101. Mr. Mike Read
of Chlumsky, Armbrust & Meyer, LLC of Lakewood, Colorado, is an independent Professional Engineer and Qualified Person as defined
under NI 43-101 and was responsible for preparing the Reward ore reserve estimate and mine plan as of March 20, 2012.



The updated 2012 mineral resource estimate
and technical report entitled “NI 43-101 Technical Report of the Resources, Pinson Project, Humboldt County, Nevada, March
2012” for Pinson with an effective date of February 6, 2012, was prepared under the supervision of Mr. Donald Hulse P.E.
and Mr. William Crowl R.G., MMSA QP of Gustavson Associates, of Lakewood, Colorado. Mr. Hulse and Mr. Crowl are independent Qualified
Persons as defined under NI 43-101.



The NI 43-101 compliant “Technical
Report and Mineral Resource Estimate for the Columbia Project” with an effective date of September 9, 2009 was prepared by
Gustavson Associates, LLC of Lakewood, Colorado, under the direction of Mr. Donald E. Hulse, P.E., an independent Qualified Person
as defined under NI 43-101. The “NI 43-101 Technical Report and Preliminary Assessment on the Columbia Project, Lewis and
Clark County, Montana” completed in May 2010 was also prepared by Mr. Donald E. Hulse, P.E.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Robert Sandefur, P.E., of Chlumsky, Armbrust
& Meyer, LLC of Lakewood, Colorado, was responsible for preparing the Cecil R mineral resource estimate for the Cecil R satellite
project. Mr. Sandefur is an independent Qualified Person as defined by NI 43-101 and co-author of the NI 43-101 compliant mineral
resource estimate and technical report completed in March 2010 for the Cecil R project.



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.



Selected Annual Information



Following is selected annual information
for the last five years ended December 31, 2011. Figures presented for 2009 and after were prepared in accordance with IFRS whereas
2007 and 2008 figures are presented under generally accepted accounting principles in Canada (“Canadian GAAP”).



|                                          |  | IFRS |             |   | Canadian GAAP |  
|----------------------------------------- |  | ---- | ----------- | - | ------------- | -
|Year ended                                |  | 2011 |             |   | 2010          |  
|Total revenues                            |  | $    | 51,755,400  |   |               | $
|Net income (loss)                         |  | $    | 15,084,400  |   |               | $
|Basic and diluted income (loss) per share |  | $    | 0.14        |   |               | $
|Working capital                           |  | $    | (4,726,500  | ) |               | $
|Total assets                              |  | $    | 131,205,300 |   |               | $
|Total liabilities                         |  | $    | 44,413,700  |   |               | $
|Total shareholders' equity                |  | $    | 86,791,600  |   |               | $
|Number of shares issued and outstanding   |  |      | 117,374,643 |   |               |  



Summary of Quarterly Results



Following is selected quarterly information
for the eight most recent quarters. All figures have been restated for consistent presentation under IFRS.



|Quarterly results ended            |  | Dec-11 |            |  | Sep-11 |   |            | Jun-11 |  |   | Mar-11     | 
|---------------------------------- |  | ------ | ---------- |  | ------ | - | ---------- | ------ |  | - | ---------- | 
|Total revenues                     |  | $      | 14,194,900 |  |        | $ | 16,597,400 |        |  | $ | 11,753,400 | 
|Income (loss) for the quarter      |  | $      | 11,616,000 |  |        | $ | 2,471,400  |        |  | $ | 1,145,200  | 
|Basic and diluted income per share |  | $      | 0.10       |  |        | $ | 0.02       |        |  | $ | 0.01       | 



|Quarterly results ended                   |  | Dec-10 |            |  | Sep-10 |   |            | Jun-10 |  |   | Mar-10     |  
|----------------------------------------- |  | ------ | ---------- |  | ------ | - | ---------- | ------ |  | - | ---------- | -
|Total revenues                            |  | $      | 10,380,900 |  |        | $ | 7,484,300  |        |  | $ | 6,655,000  |  
|Income (loss) for the quarter             |  | $      | 363,700    |  |        | $ | (1,914,600 | )      |  | $ | (2,751,500 | )
|Basic and diluted income (loss) per share |  | $      | -          |  |        | $ | (0.02      | )      |  | $ | (0.03      | )



Quarterly results varied significantly
depending on the price of gold; labor, diesel, chemical, and maintenance costs; stripping ratios; the operating levels at Briggs;
realized and unrealized gains and losses on derivatives, gains or losses on the sale of investments and disposals of properties,
gains or losses on foreign exchange, and other factors. The Company’s financial results are not significantly impacted by
seasonality. Production statistics, inclusive of grades and recovery; cash flows, and future expectations are presented above under
“Briggs Mine, California” for the Company’s operating property.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Results
of Operations– Year Ended December 31, 2011 versus Year Ended December 31, 2010



Atna generated net income of $15.1 million,
$0.14 per share, for 2011 compared to a net loss of $5.9 million, a loss of $0.07 per share, for 2010. Significant elements of
the $21.0million favorable variance in net income between the two years are presented below.



| | · | Revenues increased $21.2 million, or 69 percent, from $30.5 million in 2010 to $51.7 million in
2011, inclusive of incidental sales of silver. This increase in revenues was primarily attributable to the Company selling 32,371
ounces of gold in 2011, a 29 percent increase over the 2010 volume of 25,094 gold ounces, and an increase in the average price
per gold ounce sold to $1,588 in 2011 from $1,211 in 2010.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Cost of sales, exclusive of depreciation and amortization, increased $8.6 million, or 40 percent,
in 2011 compared to 2010. Briggs uses diesel fuel both for the generation of power and for mobile mining equipment. Diesel fuel
represented over 22 percent of operating costs in 2011 compared to 17 percent in 2010. Diesel fuel costs increased significantly
in 2011, which was partially mitigated by purchase contracts for approximately 25 percent of Briggs’ diesel usage at delivered
prices below then current market prices. 2011 costs were also adversely impacted by increased crusher and equipment maintenance
and cyanide costs. Labor costs were impacted in the fourth quarter of 2011 by adding and training new personnel in order to operate
24 hours per day, seven days per week. The new personnel were included in existing operating crews, but produced only limited benefit
to production during the training period. Labor costs were also impacted by a profit sharing plan which was initiated in 2011 for
Briggs employees, costing four percent of the site’s gross profit (revenue less cost of sales).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Depreciation expense increased $2.1 million, or 39 percent, in 2011 compared to 2010. Expansions
of the leach pad and gold recovery plant at Briggs were completed in 2011, but much of the increase followed from the use of the
units-of-production method of depreciation applied to an increased production volume. 33,018 ounces of gold were recovered from
the carbon circuit in 2011 relative to 25,784 ounces in 2010, a 28 percent increase. Estimated, recoverable, in-process gold inventory
increased by 2,083 ounces in 2011, an additional eight percent increase relative to the 2010 production statistic.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | General and administrative expenses increased $0.8 million, or 23 percent, in 2011 compared to
2010. The increase was driven principally by (i) a Company-wide, share based compensation increase of $0.3 million, (ii) a combination
of special bonuses related to the Pinson acquisition, (iii) the creation of the position of chief operating officer (COO), (iv)
recruiting expenses for both a COO and a chief financial officer (CFO), and (v) increases in other executives’ compensation
to more closely align with competitive market conditions.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Exploration expenses decreased $0.5 million, or 43 percent, in 2011 compared to 2010 as activities
were focused within existing mine areas and $1.4 million of activity at Briggs was capitalized.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Interest expense decreased $0.7 million, or 27 percent, in 2011 compared to 2010 based largely
on a lower average liability balance, reflecting repayment of debentures and scheduled reductions in the Gold Bonds described below.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The realized loss on derivatives increased from $0.5 million in 2010 to $1.5 million in 2011 largely
reflecting the increased payments on the Gold Bonds as underlying gold prices increased.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The unrealized loss on derivatives decreased from $2.0 million in 2010 to $0.3 million in 2011
as previously recognized increases in the Gold Bond liabilities, driven by the market value of gold, were realized and as all other
derivatives were eliminated in the second half of 2010.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In 2011, the Company sold its interest in the Atlanta property in Nevada for $0.7 million in cash
and stock largely leading to the recognized gain on asset disposal of $0.6 million.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | 2011 net income includes a $9.5 million deferred tax benefit recognized principally in expectation
of being able to use more of Atna’s past NOL’s in future years. This was partially offset by a $0.4 million current
tax liability for 2011, resulting in a net $9.1 million income tax benefit.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-16-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



As of December 31, 2011, cash and cash
equivalents were $10.0 million, an increase of $0.4 million from December 31, 2010. The primary elements of the net increase in
cash in 2011 are presented below.



| | · | $20.1 million was provided through new debt financing, principally the C$20 million loan from
                                                                                                               Sprott, in 2011 compared to $8.4 million provided through the issuance of common shares in 2010.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $11.5 million was provided by operations, net of a $2.9 million increase in working capital, in
2011 compared to $4.7 million, inclusive of a $7.9 million increase in working capital, used by operations in 2010.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $0.9 million was provided through the sale of non-core properties and investments in 2011 compared
to $0.5 million in 2010.
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | $0.2 million was provided through the exercise of stock options and warrants in 2011 compared to
$0.1 million in 2010.
| | - | ----------------------------------------------------------------------------------------------------------------------

| | · | $15.0 million was used to pay for a portion of the purchase price of the 70e interest in Pinson
in 2011.
| | - | --------------------------------------------------------------------------------------------------------

| | · | $9.9 million was used to acquire capital equipment and for mine development, principally at Briggs,
in 2011 compared to $1.6 million in 2010.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| | · | $6.0 million was used for the repayment, in part or in whole, of notes, Gold Bonds, and capital
leases in 2011 compared to $5.1 million used for debt repayments in 2010.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $1.4 million was used to increase surety deposits and for capitalized interest, both principally
related to the development of Pinson, in 2011 compared to $1.0 million in 2010, which was principally related to Reward.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As noted, 2011 net income includes
a $9.5 million deferred tax benefit recognized principally in expectation of being able to use more of Atna’s past U.S. NOL’s
based on expected results.A change of ownership under Section 382 of the Internal Revenue Code occurred due to the Atna/Canyon
merger in 2008.   As a result of the ownership change, the utilization of U.S. NOL’s existing at the merger date
is limited to approximately $1.0 million per annum.



Results of Operations – Quarter
Ended December 31, 2011 versus Quarter Ended December 31, 2010



Atna generated net income of $11.6 million,
$0.10 per share, for the quarter ended December 31, 2011 (“Fourth Quarter 2011”). These quarterly results compare to
net income of $0.4 million, $0.00 per share, for the quarter ended December 31, 2010 (“Fourth Quarter 2010”). Significant
elements of the $11.2million favorable variance in net income between the two quarters are presented below.



| | · | Gold revenues increased $3.8 million, or 37 percent, in the Fourth Quarter
2011 compared to the Fourth Quarter 2010 with the volume sold increasing from 7,800 ounces to 8,400 ounces, an eight percent increase,
and the average price realized increasing from $1,325 to $1,675, a 26 percent increase.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Cost of sales, excluding depreciation, increased $1.7 million, or 28 percent, in the Fourth Quarter
2011 compared to the Fourth Quarter 2010 despite sales volumes only increasing eight percent, reflecting increased costs per unit.
Lower production levels than would otherwise have been achieved and higher maintenance costs resulted from breakdowns within the
crusher circuit. Factors discussed above in the analysis of the comparative results for 2011are all applicable to the Fourth Quarter
2011 including the costs of an added shift of labor on the crusher circuit, the addition of a profit sharing plan, increased diesel
prices, and increased cyanide prices.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Depreciation within cost of sales increased $0.5 million, or 31 percent, in the Fourth Quarter
2011 compare to Fourth Quarter 2010 reflecting an increased capital base and reflecting that the units-of-production increased
approximately 10 percent.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-17-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



| | · | General and administrative expenses increased $0.5 million, or 48 percent, to $1.5 million for
the Fourth Quarter 2011. The position of COO was added mid-2011, but much of the increase relates to higher salaries, year-end
bonuses, and expensing of stock options associated with new and continuing personnel.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The realized and unrealized gains on derivatives increased $0.8 million, from a loss of $0.6 million
in the Fourth Quarter of 2011 to a gain of $0.2 million in the Fourth Quarter of 2010, due to the influence of period-end gold
prices on the embedded forward derivatives in the Gold Bonds.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Net of the current tax expense, a $9.1 million deferred tax benefit was recognized in expectation
of being able to use more of Atna’s past NOL’s in future years.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A gain of $0.2million resulted from the sale of investments available-for-sale.
| | - | -------------------------------------------------------------------------------



As of December 31, 2011, cash and cash
equivalents were $10.0 million, a decrease of $0.6 million since September 30, 2011. The significant elements underlying the net
decrease in cash in the Fourth Quarter 2011 are presented below.



| | · | $0 was provided through debt and equity issues in the Fourth Quarter 2011 compared to $8.4 million
provided through the issuance of common shares in the Fourth Quarter 2010.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $3.0 million was provided by operations in the Fourth Quarter 2011, net of a $1.2 million increase
in working capital, compared to $1.0 million in the Fourth Quarter 2010, net of a $1.8 million increase in working capital.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $2.0 million was used to acquire capital equipment and for mine development at Briggs, Reward,
and Pinson in the Fourth Quarter 2011 compared to $0.3 million used at Briggs in the Fourth Quarter 2010.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $1.3 million was used for the repayment, in part or in whole, of notes, Gold Bonds, and capital
leases in the Fourth Quarter 2011 compared to $1.2 million used for debt repayments in Fourth Quarter 2010.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $0.5 million was used for capitalized interest related to the development of Pinson in the Fourth
Quarter 2011. In Fourth Quarter 2010, $0.3 million was used to increase surety deposits principally related to Briggs.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A comparative schedule of revenues follows
for the last two quarters and the comparable quarter in the prior year.



|                                         |  | Fourth       |            |   | Third        |   |            | Fourth       | 
|---------------------------------------- |  | ------------ | ---------- | - | ------------ | - | ---------- | ------------ | 
|Revenue Statistics                       |  | Quarter 2011 |            |   | Quarter 2011 |   |            | Quarter 2010 | 
|Revenues, inclusive of incidental silver |  | $            | 14,194,900 |   |              | $ | 16,597,400 |              | 
|Percent change from previous quarter     |  |              | -14        | % |              |   | 41         | %            | 
|Percent change from prior period         |  |              | 37         | % |              |   | 122        | %            | 
|                                         |  |              |            |   |              |   |            |              | 
|Gold ounces sold                         |  |              | 8,400      |   |              |   | 9,700      |              | 
|Percent change from previous quarter     |  |              | -13        | % |              |   | 26         | %            | 
|Percent change from prior period         |  |              | 8          | % |              |   | 56         | %            | 
|                                         |  |              |            |   |              |   |            |              | 
|Average gold price per ounce             |  | $            | 1,675      |   |              | $ | 1,696      |              | 
|Percent change from previous quarter     |  |              | -1         | % |              |   | 12         | %            | 
|Percent change from prior period         |  |              | 26         | % |              |   | 41         | %            | 



Gold ounces sold in the Fourth Quarter
2011 decreased by 1,300 ounces, or 13 percent, compared to the quarter ended September 30, 2011 as a result of decreased production.
Fourth Quarter 2011 production was adversely impacted by crusher plant availability and maintenance, however in-process recoverable
inventories increased by 2,840 ounces in Fourth Quarter 2011. The average ore grade mined in the Fourth Quarter 2011 decreased
to 0.017 ounces per ton from 0.018 in the quarter ended September 30, 2011.



-18-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Contractual Obligations



The Company’s material contractual
obligations as of December 31, 2011 were:



|                             |  |       |            |  | Payments due by Period |  
|---------------------------- |  | ----- | ---------- |  | ---------------------- | -
|                             |  |       |            |  | Less than              |  
|                             |  | Total |            |  | 1-year                 |  
|Long term debt obligations   |  | $     | 29,345,200 |  |                        | $
|Finance lease obligations    |  |       | 2,477,300  |  |                        |  
|Operating lease obligations  |  |       | 416,700    |  |                        |  
|Asset retirement obligations |  |       | 8,377,900  |  |                        |  
|                             |  |       |            |  |                        |  
|Total                        |  | $     | 40,617,100 |  |                        | $



Based on subsequent events, specifically the extension of the
Sprott loan, now due in three increments in 2013; this table includes the reclassification of $19.7 million from the ‘Less
than 1-year’ column to the ‘1-3 years’ column.



Off-Balance Sheet Arrangements



The Company had no outstanding off-balance
sheet arrangements.



Liquidity and Capital Resources



Atna expects that cash requirements in
2012 can be met through a combination of existing cash, selling short-term investments, cash flow from the Briggs and Pinson operations.
Supplemental financing, if required, may be generated from asset sales, new or extended lines of credit, or an equity issuance.
The principal requirement within the next 12 months is expected to be funding development of the Pinson underground mine at a cost
of $18 to $22 million. The requirement to repay the Sprott loan in 2012 has been deferred by an agreement signed February 2012
that extends the term of the loan into 2013. Funding requirements may be significantly affected by the future price of gold, any
unforeseen prolonged production disruptions at Briggs, the working capital and mine development expenditures at Pinson prior to
attainment of commercial production and other events. Atna is considering additional sources of financing to address any potential
contingent risk of having inadequate capital to complete the Pinson underground development in 2012 and possibly to accelerate
the development of Reward.



As of December 31, 2011, the Company had
net current liabilities less cash of $21.4 million, inclusive of $19.0 million that became a non-current liability subsequent to
yearend but that IFRS requires to still be reported as ‘current’ as of the date of the financial statements. In consideration
of subsequent events and for purposes of this discussion of liquidity, current liabilities less cash may be better regarded to
be $2.4 million as of yearend 2011. As of December 31, 2011, the Company had a recoverable gold inventory of approximately 15,500
ounces which had a gross market value of approximately $24.4 million based on the year-end gold price of $1,575 per ounce. Past
cash requirements were met through the use of a combination of operating cash flows, asset sales, and debt and equity financings.
In December 2010, the Company closed a $9.2 million equity offering. In September 2011, the Company acquired the remaining 70 percent
of Pinson for $15 million in cash, 15 million shares of common stock and other consideration. In the third quarter of 2011, the
Company arranged a C$20 million line of credit to finance the Pinson acquisition. In February of 2012, the term of this C$20 million
credit line was extended into 2013. Based on the Company’s current stock price, the Company expects that the exercise of
stock options (“Options”) and stock warrants (“Warrants”) may be a potential additional source of funds
in 2012. (See “Outstanding Warrants” and “Stock Options” below.)



-19-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



With Briggs
as Atna’s only operating mine in 2011, cash provided by operating activities was $11.5 million, net of $2.9 million in increased
working capital. 32,400 ounces of gold were sold in 2011. Gold sales by Briggs in 2012 are expected torange from 40,000
to 47,000 ounces. Briggs cash cost of production per ounce in 2011 was $922 whereas Briggs cash cost per ounce is expected to average
between $825 and $875 in 2012 as benefits from the increased production schedule, higher targeted plant availability and productivity
gains from increased operator experience are realized.



While highly dependent on the development
schedule and obviously subsequent to the mine development, Atna expects to produce 10,000 t 15,000 ounces of gold from the new
underground operations at Pinson in 2012. The cash cost per ounce during development and ramp-up will be relatively high and not
indicative of ongoing costs.



The only existing gold hedge as of December
31, 2011 is a forward gold sales contract embedded in the Gold Bonds. The Gold Bonds are serviced through quarterly payments essentially
equal to the market value of 814 ounces of gold, plus 10 percent interest on the declining principal balance. This gold sales commitment
represents less than seven percent of the expected gold production from Briggs through the bond’s term.



Financing Transactions



A roll-forward of the Company’s common
shares outstanding during 2011 follows.



|                                 |  | Number of |            
|-------------------------------- |  | --------- | -----------
|                                 |  | Shares    |            
|Balance, beginning of the period |  |           | 99,002,468 
|Pinson acquisition               |  |           | 15,000,000 
|Conversions of notes payable     |  |           | 2,000,000  
|Sprott credit agreement          |  |           | 1,049,119  
|Warrant exercises                |  |           | 188,250    
|Option exercises                 |  |           | 134,806    
|                                 |  |           |            
|Balance, end of the period       |  |           | 117,374,643



Equity Issuance: During 2011, the
Company issued: 2.0 million shares related to the exercise of $1.0 million of convertible debentures at an exercise price of C$0.50
per share, 15 million shares related to the Pinson acquisition at a deemed price of C$0.74 per share, and 1,049,119 shares for
fees related to the credit line from Sprott to finance the Pinson acquisition at a deemed price of C$0.67 per share.





During 2010, the Company issued (i) a total
of 15.4 million common shares for gross proceeds of C$9.2 million and net proceeds of C$8.4 million in connection with the closing
of a short form prospectus financing; (ii) a total of 8.7 million warrants with an exercise price of C$0.70 and a two-year term;
(iii) 0.2 million common shares related to the exercise of 0.3 million stock options that resulted in net cash proceeds to the
Company of $0.1 million; and (iv) 0.1 million shares related to the conversion of C$0.1 million of debenture notes payable.



Debt Issuance: On August 31, 2011,
the Company closed a C$20 million Credit Agreement with Sprott to finance the Pinson acquisition and commence development. As amended
in February of 2012, repayments of principal are due as follows: C$2.5 million on February 28, 2013, C$2.5 million on May 31, 2013,
and C$15 million on August 31, 2013. Interest on unpaid principal balances accrues at an annual rate of nine percent per annum
compounded monthly. Atna paid a structuring fee of C$0.15 million and, as consideration for advancing the facility, paid an arrangement
fee of C$0.7 million. The arrangement fee was paid with the 1,049,119 common shares of Atna, noted above under Equity Issuance,
determined on the basis of a price per share equal to a 10 percent discount to the five-day volume-weighted average trading price
of the shares on the Toronto Stock Exchange immediately prior to the date the facility was advanced. Assets owned by Atna Resources
Ltd, Atna Resources Inc. (ARI), and Canyon Resources Corp. (CRC), excluding interests in subsidiaries of CRC other than ARI, were
pledged as security against the loan. The loan origination costs were capitalized and will be amortized
over the minimum contractual life of the loan facility. The amortized loan fees are expected to be recapitalized as mine development
costs.





-20-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011





Notes Payable: In September 2010,
the Company extended C$1.3 million of convertible debentures for one year. On March 1, 2011, the Company repaid $0.8 million in
debentures due on that date. On March 10, 2011, the Company prepaid C$1.3 million of 12 percent debentures of which C$1.0 million
was converted into 2.0 million shares of common stock.



Gold Bonds Payable: On December
9, 2009, the Company closed a private placement of $14.5 million of Gold Bonds (the “Gold Bonds”). The Gold Bonds will
mature on December 31, 2013 and have an interest rate of 10 percent. The Gold Bonds are redeemed in quarterly installments each
equivalent to the market value of 814 ounces of gold per quarter based on a closing gold price ten trading days prior to the end
of each quarter. The Gold Bond financing limits the Company’s hedge position to 50 percent of its future estimated consolidated
gold production and requires the Company to provide a negative pledge to not create any further indebtedness at the Briggs Mine,
subject to certain permitted exceptions.



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 $0.6 million initial fair value of the embedded derivative. The embedded derivative has been separated from the Gold Bond
principal and is the result of the Gold Bonds calling for the forward sale of 814 ounces of gold per quarter through December 31,
2013 at a price of $1,113. The fair value of the embedded derivative fluctuates with 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.



Financial metrics related to the Gold Bonds
follow.





|                                         |  | As of December  31, 2011 |           |  | As of December  31, 2010 |  
|---------------------------------------- |  | ------------------------ | --------- |  | ------------------------ | -
|                                         |  |                          |           |  |                          |  
|Current gold bond derivative liaibility  |  | $                        | 1,459,000 |  |                          | $
|Long-term gold bond derivative liability |  |                          | 1,386,100 |  |                          |  
|Total gold bond derivative liability     |  | $                        | 2,845,100 |  |                          | $
|                                         |  |                          |           |  |                          |  
|Current gold bond liaibility             |  | $                        | 3,286,400 |  |                          | $
|Long-term gold bond liability            |  |                          | 3,494,800 |  |                          |  
|Total gold bond liability                |  | $                        | 6,781,200 |  |                          | $







|                                            |  | For the Year 
Ended December 
31, 2011 |            |   | For the Year 
Ended December 
31, 2010 |  
|------------------------------------------- |  | -------------------------------------- | ---------- | - | -------------------------------------- | -
|                                            |  |                                        |            |   |                                        |  
|Realized loss on gold bond derivatives      |  | $                                      | (1,545,100 | ) |                                        | $
|Unrealized loss on gold bond derivatives    |  | $                                      | (313,500   | ) |                                        | $
|Interest on gold bond liabilities           |  | $                                      | (951,600   | ) |                                        | $
|Bond discount amortized as interest expense |  | $                                      | (547,000   | ) |                                        | $



-21-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Investing Transactions



Asset Sales: During 2011 and 2010,
the Company received $0.9 million and $0.5 million, respectively, in cash for investments, property and mining equipment sold.



Capital
Expenditures:Cash expended for the acquisition of property and equipment in 2011 was $9.9 million. These capital expenditures
were principally for increased leach pad and process plant capacities at Briggs, improvements to and overhauls of mining and crushing
equipment at Briggs, development drilling at Briggs and Reward, and initial infrastructure development at Reward and Pinson. $15
million of cash was expended as partial consideration for the acquisition of the 70 percent interest in Pinson in September of
2011. Subsequent to the Pinson acquisition, $0.7 million of interest was capitalized related directly to the financing of the acquisition
and initial development of Pinson.



The principal capital expenditure anticipated
in 2012 is the underground mine development at Pinson. Approximately $20 million has been budgeted principally for a secondary
access, primary and secondary mine development, ventilation, and other direct mine development. An
underground mining contractor has been mobilized to the Pinson site and work on driving the secondary access has commenced.The
mining contractor engaged is providing most of their own mining equipment, reducing Atna’s investment. The Company does not
anticipate having to invest in processing equipment as the Company has entered into agreements to either sell or process ore at
third party facilities. Atna has a non-exclusive Ore Milling and Gold Purchase Agreement to process, at its option, Pinson sulfide
ores at Barrick's Goldstrike processing facilities. In addition, Atna is negotiating an ore sales agreement to process oxide ore
at other nearby facilities. Net collateral anticipated to be required for the placement of reclamation bonds is included in the
budgeted cash requirement.



Sustaining capital expenditures for Briggs
are anticipated to be between $2.5 million and $3.0 million for 2012. Capital expenditures at Reward for development drilling and
power-related infrastructure development are being viewed as discretionary and will be taken up later in 2012 as funding permits;
possibly costing up to $2.5 million. Development drilling at Columbia is also being viewed as discretionary and may be taken up
later in 2012 as funding permits; possibly costing up to $2.0 million.



The capital expenditures stated above are
approved for expenditure by the Company on a case by case basis and may be modified over time based on judgments as to potential
benefits, project requirements and the availability of funds.



Outstanding Warrants



The following table summarizes warrants
outstanding as of December 31, 2011. Based on the Company’s current stock price, the Company expects that the exercise of
stock warrants may be a potential additional source of funds in 2012.



|                 |  |                |      |  | Underlying | 
|---------------- |  | -------------- | ---- |  | ---------- | 
|Expiration Date  |  | Exercise Price |      |  | Shares     | 
|                 |  |                |      |  |            | 
|December 2, 2012 |  | CAD$           | 0.70 |  |            | 
|                 |  |                |      |  |            | 
|                 |  |                |      |  |            | 



As of March 23, 2012; 3,112,187 of these
warrants had been exercised leaving a balance of 5,373,724 warrants outstanding.



-22-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Surety Bonds



All surety bonds are subject to annual
review and adjustment. Additional permitting, extension of mine lives and areas of mining activity and changes in the regulatory
environment affect surety requirements.



Briggs operates under permits granted by
various agencies including the Bureau of Land Management, Inyo County, California, the California Department of Conservation, and
the Lahontan Regional Water Quality Control Board. 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. Restricted cash held as collateral by
the surety amounts to $1.7 million.



The total bonding requirement for Reward
was determined to be $5.9 million. In July 2010, the Company posted with the State of Nevada an initial bond backed by surety of
$0.9 million to cover development activities that include the installation of fencing, site road improvements, in-fill drilling,
water wells and related pipelines, other earthwork and installation of power lines and facilities. The Company placed $0.8 million
into a collateral account related to the surety bond. The remaining $5.0 million in bonding is not expected to be required until
mine development is continued in 2013.



The total bonding requirement for Pinson
is roughly $1.9 million of which Atna has already replaced one bond of $0.6 million. The remainder of the bonds, approximately
$1.3 million, is expected to be placed in 2012 when the authorities have completed a review of the requirement.



The Company has on deposit with the Montana
Department of Environmental Quality (“DEQ”) $2.3 million in an interest bearing account for reclamation at the Kendall
Mine. The Company expects to deposit an additional $0.2 million with the Montana DEQ in 2012 as a special purpose bond in connection
with the late-2011 approval of the final leach pad capping plan. The Company expects to spend approximately $0.6 million in 2012
to complete the capping.



Related Party Transactions



During 2011 and 2010, the Company had no
related party transactions.



Financial Instruments



Held-to-maturity investments, loans, 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 at fair value. Derivative financial instruments are classified as held-for-trading and are recorded
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 has not designated its derivative contracts as hedges and therefore does not employ hedge accounting. The Company has determined
the estimated fair values of its financial instruments based on appropriate valuation methodologies as of the balance sheet dates;
however, considerable judgment is required to develop these estimates. Realized gains and losses on financial instruments are disclosed
within operating cash flow.



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
| | - | ---------------------------------------------------------------------------------------------------------------------------



-23-







|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



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



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



|                                             |  |                      |  |       |     |  | 2011           |  |            | 2010     | 
|-------------------------------------------- |  | -------------------- |  | ----- | --- |  | -------------- |  | ---------- | -------- | 
|                                             |  |                      |  |       |     |  | Estimated      |  |            | Carrying | 
|                                             |  | Category             |  | Level |     |  | Fair
    Value |  |            | Value    | 
|Financial assets:                            |  |                      |  |       |     |  |                |  |            |          | 
|Cash and cash equivalents                    |  | Available-for-sale   |  |       | N/A |  |                |  | 9,963,100  |          | 
|Restricted cash                              |  | Loans and receivable |  |       | 1   |  |                |  | 5,743,800  |          | 
|Investments                                  |  | Available-for-sale   |  |       | 1   |  |                |  | 323,900    |          | 
|Total
    financial assets                   |  |                      |  |       |     |  |                |  | 16,030,800 |          | 
|                                             |  |                      |  |       |     |  |                |  |            |          | 
|Financial liabilities:                       |  |                      |  |       |     |  |                |  |            |          | 
|Accounts payable and accrued
    liabilities |  | At amortized cost    |  |       | N/A |  |                |  | 4,411,100  |          | 
|Derivative liabilities                       |  | Held-for-trading     |  |       | 2   |  |                |  | 2,845,100  |          | 
|Notes payable                                |  | At amortized cost    |  |       | 2   |  |                |  | 21,479,100 |          | 
|Gold bonds, net of discount                  |  | At amortized cost    |  |       | 2   |  |                |  | 6,781,200  |          | 
|Finance leases                               |  | At amortized cost    |  |       | N/A |  |                |  | 2,477,300  |          | 
|Total
    financial liabilities              |  |                      |  |       |     |  |                |  | 37,993,800 |          | 



Thefollowing table presents the
Company’s nonfinancial liabilities that were measured on a recurring fair value basis as of December 31, 2011 and 2010, by
level within the fair value hierarchy.



|                             |  | 2011    |   |  | 2010    |  
|---------------------------- |  | ------- | - |  | ------- | -
|                             |  | Level 1 |   |  | Level 2 |  
|                             |  |         |   |  |         |  
|Liabilities:                 |  |         |   |  |         |  
|Asset retirement obligations |  | $       | - |  |         | $



The Company uses the expected present value
technique to estimate the fair value of asset retirement obligations (“ARO”) using the amounts and timing of expected
future reclamation costs, the current market-based discount rate in consideration of the risks specific to the liability, and other
assumptions. Accordingly, the ARO fair value is based on unobservable pricing inputs and therefore, is included within the Level
3 fair value hierarchy.



An additional ARO of $1.5 million was recorded
in September of 2011 as a result of the assumption of liabilities associated with the Pinson acquisition. For 2011 and 2010, changes
in estimated ARO were decreased liabilities of $0 million and $0.4 million, respectively.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Derivatives



As of December 31, 2011 the Company had the following derivatives
outstanding.



|                            |  |              |       |  | Ounces |  |       |      | 
|--------------------------- |  | ------------ | ----- |  | ------ |  | ----- | ---- | 
|Derivative Contracts        |  | Strike Price |       |  | 2012   |  |       | 2013 | 
|Embedded Gold Bond forwards |  | $            | 1,113 |  |        |  | 3,257 |      | 



As of December 31, 2011, the Company’s
only outstanding derivatives are the forward sales embedded in the Gold Bonds. Please see “Gold Bonds Payable”
above for a further description of the Gold Bonds and for relevant financial metrics.



Risk management



The Company is normally exposed to a number
of market risks. The Company has a risk management program that involves senior management and when appropriate, the Board of Directors
of the Company (the “Board”). Management applies policies approved by the Board to identify and manage market risks
affecting the Company. As a result, the Company may use various financial instruments to manage these risks.



Gold price risk: The Company’s
primary product is gold. The value of the Company’s assets, its earnings and its operating cash flows are significantly impacted
by the market price of gold. The market price of gold and the value of mineral interests related thereto have fluctuated widely
and are affected by numerous factors beyond the control of the Company. These factors include international economic and political
conditions, expectations of inflation, international currency exchange rates, interest rates, global or regional consumptive patterns,
speculative activities, changes in production due to mine development and improved mining and production methods, metal stock levels,
governmental regulations, and central bank policies. The exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in the Company not receiving a profit or acceptable rate of return on invested capital
or the investment not retaining its value. For 2011, if the price of gold averaged 10 percent higher or lower, we would have recorded
an increase or decrease in revenue of approximately $5.1 million, respectively.



Management and the Board 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 may enter into gold derivative contracts to mitigate the impacts of lower gold prices
on its operations. The gold derivative contracts may include the purchase of put options and the sale of call options, which in
some cases could be structured as a collar, and forward gold sales, including embedded derivatives. Derivative financial instruments
are recorded at fair value, and hedge accounting has not been employed.



If the gold price increases or decreases
by 10 percent, our Gold Bond derivative liability existing as of December 31, 2011 would increase or decrease by $0.9 million,
respectively. An increase in gold price increases the liability and an unrealized loss would be recognized; whereas a decrease
in gold price decreases the liability and an unrealized gain would be recognized.



Foreign exchange risk: A
credit facility of C$20 million is denominated in Canadian dollars. Changes in the CAD/USD exchange rate will proportionately affect
the reported value of this liability. Otherwise the Company’s assets, liabilities, revenues and costs are primarily denominated
in USD, and not significantly impacted by foreign exchange risks. If the CAD to USD exchange rate increases or decreases by 10
percent, the reported value of the C$20 million credit facility would increase or decrease by approximately $2.0 million, respectively.



One of the market conditions that may affect
the price of gold is the extent to which gold is viewed as a safe-haven or hedge against fluctuations in major currencies such
as the US dollar and Euro. Foreign exchange may therefore have a significant indirect impact upon the Company.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Concentration of credit risk:
Credit risk represents the loss that would be recognized if counterparties failed to perform as contracted. Credit risks arise
from market, industry, and individual counterparty conditions. Concentrations of credit risk, on or off balance sheet, exist for
counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to
be similarly affected by changes in economic or other conditions. The Company manages counterparty credit risk by monitoring the
creditworthiness of counterparties.



The Company’s sales of gold expose
the Company to the credit risk of nonpayment by the buyer. The Company sells all of its gold to one or two customers, but at any
one time the level of receivable is usually less than two percent of the Company’s total revenues. Due to the global and
liquid markets for gold, geographic and customer concentrations are considered to pose immaterial credit risks.

The Company maintains cash accounts and
collateral for surety bonds with several financial institutions. The balances in U.S. institutions in interest bearing accounts
may exceed the $250,000 limit insured by the Federal Deposit Insurance Corporation and balances in Canadian institutions may exceed
the C$100,000 limit insured by the Canada Deposit Insurance Corporation.



Liquidity risk: Liquidity
risk represents the risk that the Company cannot fund its current operations and obligations. The Company believes that its liquidity
requirements, including investments in mine development and servicing existing debt, can be funded through a combination of existing
cash, cash flow from the Briggs operation, asset sales, new or extended lines of credit, or an equity issuance.



Regulatory risk: Changes
in the regulatory environment in the US may affect the recoverability of mineral reserves, the costs of operating, the costs of
reclamation, and other factors having a material impact upon the business. The Company works diligently and in good faith to meet
or exceed all applicable permitting requirements, reclamation obligations, and other regulations, but is subject to the authoritative
changes.



Stock Options



The following table summarizes the stock
options outstanding and exercisable as of December 31, 2011.



|Exercise Price CAD |      |  | Options Outstanding |   |      | Options Exercisable | 
|------------------ | ---- |  | ------------------- | - | ---- | ------------------- | 
|Low                |      |  | High                |   |      | Quantity            | 
|$                  | 0.40 |  |                     | $ | 0.55 |                     | 
|                   | 0.56 |  |                     |   | 0.70 |                     | 
|                   | 0.71 |  |                     |   | 0.85 |                     | 
|                   | 0.86 |  |                     |   | 1.32 |                     | 
|                   |      |  |                     |   |      |                     | 
|$                  | 0.40 |  |                     | $ | 1.36 |                     | 



Disclosure Controls and Procedures and
Internal Controls over Financial Reporting



The Company's president and chief executive
officer and vice president and chief financial officer have designed, or caused to be designed under their supervision, disclosure
controls and procedures (“DC&P”) to provide reasonable assurance that: (i) material information relating to the
Company is made known to them by others within the organization in a timely manner; and (ii) information required to be disclosed
by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is
recorded, processed, summarized and reported within the time period specified in securities legislation.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



The chief executive officer and chief financial
officer of the Company are responsible for the design and operating effectiveness of internal controls over financial reporting
(“ICFR”) or causing the controls to be designed and operating effectively under their supervision in order to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with IFRS.



There has been no change in the Company’s
DC&P or ICFR that occurred during 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s
DC&P or ICFR.



Because of their inherent limitations,
ICFR and DC&P may not prevent or detect misstatements, errors or fraud. Control systems, no matter how well conceived or operated,
can provide only reasonable, not absolute, assurance that the objectives of the controls are met.



Corporate Governance



Management of the Company is responsible
for the preparation and presentation of the consolidated financial statements and notes thereto, Management Discussion and Analysis
(“MD&A”) and other information contained in public reports. 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. Directors are elected to the Board by the shareholders of the Company on an annual basis. The Board is
responsible for reviewing and approving the annual audited consolidated financial statements and MD&A. Responsibility for the
review and recommendation to the Board of approval of the Company’s quarterly unaudited interim financial statements and
MD&A is delegated by the Board to the Audit Committee, which is comprised of five 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 of the Company to conduct an audit of the financial statements in accordance with IFRS. 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.



Transition to and Adoption of IFRS



The Canadian Accounting Standards Board
confirmed in February 2008 that IFRS will replace Canadian GAAP for public enterprises for financial periods beginning on and after
January 1, 2011. The Company adopted IFRS effective January 1, 2011. The financial statements for 2011 are the Company’s
first annual consolidated financial statements prepared under IFRS and have been prepared in accordance with IFRS 1, “First
Time Adoption of International Financial Reporting Standards”. The Company’s opening IFRS balance sheet is as of January
1, 2010 (the “Transition Date”). Financial results for 2009 and 2010 have been restated in accordance with IFRS. Please
see the footnotes to the audited consolidated financial statements of the Company for 2011 for reconciliations of financial information
reported under Canadian GAAP to IFRS. The conversion to IFRS has resulted in differences in recognition, measurement, and disclosure
of balances and transactions in the financial statements.



In preparing its opening IFRS balance sheet
at January 1, 2010, the Transition Date, the Company has adjusted amounts reported previously under Canadian GAAP. Under IFRS 1,
standards are applied retrospectively at the Transition Date with all adjustments to assets and liabilities taken to retained earnings
unless certain exemptions are applied. IFRS 1 provides for exemptions and elections that help to facilitate the transition to IFRS.
The Company has chosen to apply the following optional exemptions.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Business combinations: The
Company elected the business combinations exemption to not apply IFRS 3 retrospectively to past business combinations prior to
the transition date. Accordingly, the Company has not restated past business combinations that took place prior to the Transition
Date.



Fair value or revaluation as deemed
cost: The Company elected not to re-measure any of its PP&E at fair value or revalue amounts at deemed cost previously
determined under Canadian GAAP as of the Transition Date.



Cumulative translation adjustments:The Company elected to zero out the ending balance in the accumulated translation account as of the Transition Date and
record the balance in retained earnings.



Changes in Accounting Policies



Adoption of IFRS: The following
changes in accounting policies, as a result of adopting IFRS, may have material impacts on the Company’s consolidated financial
statements. Other changes, such as the determination of the ARO estimate, are expected to have immaterial impacts.



Under IFRS, the Company may capitalize
more exploration expenditures in the future than it would have under Canadian GAAP. The change in exploration expenditures policy
did not result in any reconciling items in the adoption of IFRS. Exploration expenditures are capitalized if management determines
that the expenditures have a reasonable probability of producing future economic benefits. Acquisition, drilling and assessment costs
to further develop mineral resources and proven and probable ore reserves that have been determined to have future economic benefits
are classified as development costs and capitalized. Work required in ore reserve development may include: infill drilling and
sampling; detailed geological and geostatistical modeling; and feasibility studies. Capitalized exploration expenditures are classified
as investing activities in the statement of cash flows.



Under IFRS, the Company may capitalize
excess stripping costs during the production phase of mining operations. The capitalization of deferred stripping costs will reduce
the costs added to inventory and increase capitalized assets and amortization. Capitalizing and amortizing deferred stripping will
have the impact of spreading over the years benefited the net income or loss related to above-average stripping ratios for an open
pit.



Costs incurred to prepare a property for
production and that are probable of having future economic benefits are capitalized as development costs. The costs of removing
barren waste rock during the production phase of mining operations are included in the costs of inventory produced in the period
in which they are incurred, except when the costs represent a significant future benefit (“betterment”) to the mining
operation. Betterments occur when the stripping activity provides access to reserves that will be produced in future periods that
would not have been accessible without the upfront investment in the waste stripping activity. These costs are capitalized as “production
stripping” development costs. Production stripping costs are amortized using the units-of-production amortization method,
based on the estimated ore tons contained in the newly accessed in-place proven and probable ore reserves. The amortization of
production stripping costs is assigned to inventory and then flows through cost of sales as a cash operating cost as the inventory
is relieved.



Change in reporting currency:Effective July 1, 2009, the Company changed its reporting currency from CAD to 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 operations are located in the United States. 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,
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.All resulting exchange differences arising from the initial translation differences were
included as a separate component of other comprehensive income. All comparative financial information was restated to reflect the
Company’s results as if they had been historically reported in USD.The subsequent adoption of IFRS did not affect
the financial statements presentations.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Recently issued Financial Accounting
Standards



IFRS 9 – Financial Instruments
– On November 12, 2009, the International Financial Standards Board (“IASB”) issued IFRS 9 Financial Instruments
as the first step in its project to replace IAS 39 Financial Instruments: Recognition and Measurement.IFRS 9 retains but
simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost
and fair value. The basis of classification is made at the time the financial asset is initially recognized, namely when the entity
becomes a party to the contractual provisions of the instrument.



IFRS 9 amends some of the requirements
of IFRS 7 Financial Instruments: Disclosuresincluding added disclosures about investments in equity instruments measured
at fair value in other comprehensive income, and guidance on financial liabilities and de-recognition of financial instruments.
IFRS 9 must be applied starting January 1, 2013 with early adoption permitted. The Company is currently determining the impact
of adopting IFRS 9.



IFRS 10 – Consolidated Financial
Statements –On May 12, 2011, the IASB issued IFRS 10 Consolidated Financial Statements,which supersedes SIC-12
Consolidation – Special Purpose Entities.IFRS 10 establishes principles for the presentation and preparation of consolidated
financial statements when an entity controls one or more other entities. It requires a parent entity to present consolidated financial
statements, define the principle of control to identify whether it must consolidate an investee, and set out the accounting requirements
for the preparation of consolidated financial statements. IFRS 10 must be applied starting January 1, 2013, with early adoption
permitted. The Company is currently determining the impact of adopting IFRS 10.



IFRS 11 – Joint Arrangements –On May 12, 2011, the IASB issued IFRS 11 Joint Arrangements,which supersedes SIC-12 Jointly Controlled Entities
– Non-Monetary Contributions by Venturers.The core principle of IFRS 11 is that a party to a joint arrangement determines
the type of joint arrangement by assessing its rights and obligations and accounts for those rights and obligations, rather than
accounting for the legal form of the arrangement. IFRS 11 must be applied starting January 1, 2013, with early adoption permitted.
The Company is currently determining the impact of adopting IFRS 11.



IFRS 12 – Disclosure of Interests
in Other Entities –On May 12, 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities.IFRS 12
requires a parent company to disclose information that enables users of financial statements to evaluate the nature of, and risks
associated with, its interests in other entities and the effects of those interests on its financial position, financial performance
and cash flows. IFRS 12 must be applied starting January 1, 2013, with early adoption permitted. The Company is currently determining
the impact of adopting IFRS 12.



IFRS 13 – Fair Value Measurement
–On May 12, 2011, the IASB issued IFRS 13 Fair Value Measurement.IFRS 13 defines fair value, sets out a single
IFRS framework for measuring fair value, and requires disclosures about fair value measurements, based on a fair value hierarchy.
IFRS 13 must be applied starting January 1, 2013, with early adoption permitted. The Company is currently determining the impact
of adopting IFRS 13.



IFRIC 20 – Stripping Costs in
the Production Phase of a Surface Mine –In October 2011, the IASB issued IFRIC 20 Stripping Costs in the Production
Phase of a Surface Mine.IFRIC 20 provides guidance on the accounting for the costs of stripping activity in the production
phase of surface mining when two benefits accrue to the entity from the stripping activity: usable ore that can be used to produce
inventory and improved access to further quantities of material that will be mined in future periods. The Company adopted IFRIC
20 Stripping Costs in the Production Phase of a Surface Mineon the Company’s opening IFRS balance sheet date of January
1, 2010.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



Critical Accounting Estimates



Amounts included in or affecting the Company’s
financial statements and related disclosures must be estimated. Therefore, the reported amounts of the Company’s assets and
liabilities, revenues and expenses, and associated disclosures with respect to contingent assets and obligations are necessarily
affected by uncertainties. The Company evaluates these estimates on an ongoing basis, utilizing historical experience, consultation
with experts, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ
significantly from the Company’s estimates. The more significant areas requiring the use of management estimates and assumptions
relate to mineral reserves that are the basis for future cash flow estimates and units-of-production amortization; determination
of deferred stripping costs related to development and production operations; calculation of gold inventory; recoverability and
timing of gold production from the heap-leach process; environmental, reclamation and closure obligations; fair value of share-based
compensation; fair value of financial instruments and nonmonetary transactions; valuation allowances for future tax assets; and
future tax liabilities.



Forward-Looking Statements



Certain statements included or incorporated
by reference in this MD&A, including information as to the future financial outlook 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 included or incorporated by reference into this document include statements with respect to, among other things, statements
regarding anticipated capital spending and cash flows, expectations regarding operations, production, cash costs, internal rates
of return, 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 market and
operational 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. For a more detailed discussion
of such risks and other factors, see the Company’s Annual Report on Form 20-F for the year ended December 31, 2011, as well
as the Company’s other filings with Canadian Securities Administrators and the SEC. Investors are cautioned that forward-looking
statements are not guarantees of future performance and, accordingly, investors are cautioned not to put undue reliance on such
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. The
Company undertakes no obligation to update theseforward-looking statements if management's beliefs,
estimates or opinions, or other factors, should change, except as required by applicable securities laws.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



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” mineral 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



Mining 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 mineral deposits, which, though present, are insufficient in quantity
and quality to return a profit from production. The extraction 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 worldwide
economy, the price of gold and other minerals, the proximity and capacity of processing facilities, and such other factors as government
regulation, 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, and 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.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



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 costs, equipment
operating and maintenance costs and numerous other factors. Other production risk factors may include labor strife, slope or roof
failure, lack of skilled labor and management, equipment failures, availability of mining equipment, availability of consumables,
weather and other operational factors.



The Company operates in the U.S. As such,
the Company’s business is subject to regulation by numerous county, state and federal regulatory agencies that include, but
are not limited to, Mine Safety and Health Administration (“MSHA”), U.S. Department of Occupational Safety and Health
(“OSHA”) Department of the Interior, Bureau of Land Management (“BLM”), U.S. Forest Service (“USFS”)
U.S. Department of Alcohol Tobacco and Firearms (“BATF”), U.S. Department of Homeland Security, U.S. Environmental
Protection Agency (“EPA”), U.S. Corp of Engineers, California Department of Occupational Safety and Health (“CAL-OSHA”),
Great Basin Unified Air Pollution Control District, California Regional Water Quality Control Board, California Department of Fish
and Game, California Environmental Protection Agency (“CEPA”), Nevada Division of Environmental Protection (“NDEP”),
the Inyo County California, Nye County Nevada, and Humboldt County Nevada. U.S. legislation is trending toward giving regulatory
agencies increased power and rights to require stricter standards and enforcement, levy increased files and penalties for non-compliance,
and to require a heightened degree of responsibility for companies, officers, directors and employees. There is no assurance that
stricter standards and future changes in regulation, if any, will not adversely affect the Company’s operations.



The Company may enter into gold hedging
contracts in order to protect the future operating cash flows of its Briggs Mine. The Company also enters into purchase 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 result 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 2011, which can be found on SEDAR at www.sedar.com.



Outlook and Strategy



The Company expects the gold market to
remain robust in 2012 and therefore plans to continue executing upon the strategy of developing new mines organically using the
cash flow from existing mines. In 2012, the Company plans to develop the underground mine at Pinson and bring it into production,
principally using the cash flows from Briggs. While the growth of positive cash flows is the principal objective of this strategy,
the Company also expects to direct funding to exploration and development drilling to further expand its precious metals mineral
resource base. The Company plans to produce and sell approximately 50,000 to 62,000 ounces of gold in 2012.



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|ATNA RESOURCES LTD.                 
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|For the Year Ended December 31, 2011



The Company’s key goals for 2012 are:



| | · | Maintain a high level of safety and environmental performance;
| | - | --------------------------------------------------------------

| | · | Optimize production and cash flow generation from Briggs;
| | - | ---------------------------------------------------------

| | · | Extend Briggs mine life through continued development drilling, mine planning, plant optimization,
and permitting;
| | - | ------------------------------------------------------------------------------------------------------------------

| | · | Staff and develop Pinson with the target of mining 36,500 ore tons, as allowed under current underground
permits, to produce approximately 10,000 to 15,000 ounces of gold in 2012;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Submit permit applications in 2012 to expand production levels for underground mining at Pinson
in 2013;
| | - | --------------------------------------------------------------------------------------------------------

| | · | Commence a feasibility study to determine the economic potential of the open pit resource at Pinson;
| | - | ----------------------------------------------------------------------------------------------------

| | · | Continue work on long-lead time, pre-construction and infrastructure requirements at Reward;
| | - | --------------------------------------------------------------------------------------------

| | · | Conduct additional drilling at Reward, Columbia and Pinson to add additional resources;
| | - | ---------------------------------------------------------------------------------------

| | · | Initiate the permitting process at Columbia;
| | - | --------------------------------------------

| | · | Initiate an optimization study at Briggs to increase crushing plant capacity;
| | - | -----------------------------------------------------------------------------

| | · | Ensure financing under favorable terms for project development, bonding, and other requirements;
and
| | - | ----------------------------------------------------------------------------------------------------

| | · | Gain additional analyst and market coverage for the Company.
| | - | ------------------------------------------------------------



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