**ATNA
      RESOURCES LTD.**





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**December
      31, 2007 and 2006**


**(Expressed
      in Canadian dollars)**





**D
      E V I S S E R G R A Y L L P**


**CHARTERED
      ACCOUNTANTS**





**401
      - 905 West Pender Street**


**Vancouver,
      BC Canada**


**V6C
      1L6**





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Shareholders of Atna Resources Ltd.





We
      have
      audited the consolidated balance sheets of Atna Resources Ltd. (“the Company”)
      as at December 31, 2007 and 2006, and the consolidated statements of operations
      and cash flows for each of the years in the three-year period ended December
      31,
      2007, and the consolidated statements of shareholders’ equity for each of the
      years in the two year period then ended. We have also audited the Company’s
      internal control over financial reporting as of December 31, 2007 based on
      the
      criteria established in the Internal Control-Integrated Framework issued by
      the
      Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
      Company’s management is responsible for these financial statements, for
      maintaining effective internal control over financial reporting, and for its
      assessment of the effectiveness of internal control over financial reporting.
      Our responsibility is to express an opinion on these financial statements and
      an
      opinion on the Company’s internal control over financial reporting based on our
      audits.





We
      conducted our audits in accordance with generally accepted auditing standards
      in
      Canada and the standards of the Public Company Accounting Oversight Board
      (United States). Those standards require that we plan and perform the audit
      to
      obtain reasonable assurance about whether effective internal control over
      financial reporting was maintained in all material respects. Our audit included
      obtaining an understanding of internal control over financial reporting,
      assessing the risk that a material weakness exists, and testing and evaluating
      the design and operating effectiveness of internal control based on the assessed
      risk. Our audit also included performing such other procedures as we considered
      necessary in the circumstances. We believe that our audit provides a reasonable
      basis for our opinion.





A
      company’s internal control over financial reporting is a process designed to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles. A company’s internal control over
      financial reporting includes those policies and procedures that (1) pertain
      to
      the maintenance of records that, in reasonable detail, accurately and fairly
      reflect the transactions and dispositions of the assets of the company; (2)
      provide reasonable assurance that transactions are recorded as necessary to
      permit preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the company are
      being made only in accordance with authorizations of management and directors
      of
      the company; and (3) provide reasonable assurance regarding prevention or timely
      detection of unauthorized acquisition, use, or disposition of the company’s
      assets that could have a material effect on the financial
      statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





In
      our
      opinion, these consolidated financial statements present fairly, in all material
      respects, the financial position of the Company as at December 31, 2007 and
      2006
      and the results of its operations and cash flows for each of the years in the
      three year period ended December 31, 2007 in accordance with Canadian generally
      accepted accounting principles. Also, in our opinion, the Company maintained,
      in
      all material respects, effective internal control over financial reporting
      as of
      December 31, 2007, based on the criteria established in the Internal
      Control-Integrated Framework issued by the Committee of Sponsoring Organizations
      of the Treadway Commission (COSO).





“De
      Visser Gray LLP”





**CHARTERED
      ACCOUNTANTS**





Vancouver,
      British Columbia


March
      27,
      2008


Page
          2





**ATNA
      RESOURCES LTD.**





**CONSOLIDATED
      BALANCE SHEETS**





**December
      31**


2007
                
                2006**ASSETS**CURRENT
                    ASSETSCash
                    and cash equivalents
                
                $
                3,516,846
                
                $
                3,534,772Temporary
                    investments (Note 2d)
                
                
                7,040,706
                
                
                9,982,252Marketable
                    securities (Note 4)
                
                
                487,000
                
                
                459,000Accounts
                    receivable
                
                
                158,989
                
                
                404,630Prepaid
                    expenses
                
                
                62,985
                
                
                81,61111,266,526
                
                
                14,462,265DEPOSITS
                    FOR RECLAMATION (Note 5)
                
                
                67,146
                
                
                63,369MINERAL
                    INTERESTS (Note 6)
                
                
                16,660,609
                
                
                18,503,743CORPORATE
                    TRANSACTION COSTS (Note 14)
                
                
                754,752
                
                
                -EQUIPMENT
                    (Note 7)
                
                
                747,482
                
                
                803,165$
                29,496,515
                
                $
                33,832,542**LIABILITIES**CURRENT
                    LIABILITIESAccounts
                    payable and accrued liabilities
                
                $
                695,769
                
                $
                534,908ASSET
                    RETIREMENT OBLIGATION (Note 5)
                
                
                379,700
                
                
                247,0001,075,469
                
                
                781,908**SHAREHOLDERS’
                    EQUITY**SHARE
                    CAPITAL
                
                
                61,217,349
                
                
                60,839,308CONTRIBUTED
                    SURPLUS
                
                
                2,295,635
                
                
                1,802,449ACCUMULATED
                    OTHER COMPREHENSIVE LOSS
                
                
                (223,392
                )
                
                -DEFICIT
                
                
                (34,868,546
                )
                
                (29,591,123
                )28,421,046
                
                
                33,050,634$
                29,496,515
                
                $
                33,832,542





NATURE
      OF
      OPERATIONS (Note 1)


COMMITMENTS
      (Note 11)


SUBSEQUENT
      EVENTS (Note 14)





ON
      BEHALF
      OF THE BOARD:





*“William
                J. Coulter”*
            
            *“David
                H. Watkins”*William
                J. Coulter, Director
            
            David
                H. Watkins, Director





*See
      accompanying notes to the financial statements*


Page
          3





**ATNA
      RESOURCES LTD.**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





**For
      the Years Ended December 31**


2007
              
              2006
              
              2005**EXPENSES**Stock-based
                  compensation expense (Note 8(e))
              
              $
              587,632
              
              $
              1,018,572
              
              $
              148,866Wages
                  and benefits
              
              
              393,173
              
              
              435,490
              
              
              232,593Investor
                  relations
              
              
              352,590
              
              
              294,959
              
              
              403,138Exploration
                  and business development
              
              
              453,855
              
              
              249,904
              
              
              84,503Legal
                  and audit
              
              
              139,312
              
              
              151,226
              
              
              132,157Office
                  and miscellaneous
              
              
              230,820
              
              
              140,588
              
              
              178,123Amortization
              
              
              117,181
              
              
              119,534
              
              
              26,343Rent
                  and services
              
              
              63,193
              
              
              68,632
              
              
              74,900Listing
                  and transfer agent fees
              
              
              64,257
              
              
              62,883
              
              
              45,241Consultants
                  fees
              
              
              12,963
              
              
              50,825
              
              
              193,781Insurance
              
              
              84,737
              
              
              49,741
              
              
              18,109(2,499,713
              )
              
              (2,642,354
              )
              
              (1,537,754
              )**OTHER
                  INCOME (EXPENSES)**Investment
                  and miscellaneous income
              
              
              511,237
              
              
              543,053
              
              
              386,406Foreign
                  exchange gain (loss)
              
              
              (125,455
              )
              
              (4,057
              )
              
              39,395Gain
                  on resource properties
              
              
              134,950
              
              
              -
              
              
              -Loss
                  on disposal of equipment
              
              
              -
              
              
              -
              
              
              (1,207
              )Gain
                  on sale of marketable securities
              
              
              276,669
              
              
              1,684,206
              
              
              411,877Write
                  down of marketable securities
              
              
              -
              
              
              (1,000
              )
              
              (233,244
              )Account
                  receivable written-off
              
              
              (187,778
              )
              
              -
              
              
              -Gain
                  on sale of subsidiary
              
              
              -
              
              
              -
              
              
              46,500Reserve
                  against asset sale
              
              
              -
              
              
              (185,000
              )
              
              -Resource
                  properties written-down (Note 6)
              
              
              (3,387,333
              )
              
              (122,357
              )
              
              (315,809
              )**LOSS
                  FOR THE YEAR**
              
              
              (5,277,423
              )
              
              (727,509
              )
              
              (1,203,836
              )**BASIC
                  AND DILUTED LOSS PER SHARE**
              
              $
              (0.08
              )
              $
              (0.01
              )
              $
              (0.03
              )**WEIGHTED
                  AVERAGE NUMBER OF SHARES OUTSTANDING**
              
              
              64,581,804
              
              
              63,112,895
              
              
              44,785,582





*See
      accompanying notes to the financial statements*


Page
          4


**ATNA
      RESOURCES LTD.**





**CONSOLIDATED
      STATEMENTS OF SHAREHOLDERS’ EQUITY**





**For
      the Years Ended December 31**




**Accumulated****Other**
            
            **Total****Share
                Capital**
            
            
            
            **Contributed**
            
            **Comprehensive**
            
            **Shareholder's****No. of Shares**
            
            **Amount**
            
            **Deficit**
            
            **Surplus**
            
            **Income (loss)**
            
            **Equity**(Note
                8)
            
            
            
            (Note
                8(g))
            
            (Note
                3 )Balance
                December 31, 2005
            
            
            55,429,067
            
            $
            51,286,111
            
            $
            (28,863,614
            )
            $
            860,566
            
            $
            -
            
            $
            23,283,063Net
                loss for the year
            
            
            -
            
            
            -
            
            
            (727,509
            )
            
            -
            
            
            -
            
            
            (727,509
            )Shares
                issued for cashPrivate
                placement, special warrants (A)
            
            
            7,450,000
            
            
            8,730,587
            
            
            -
            
            
            -
            
            
            -
            
            
            8,730,587Exercise
                of options
            
            
            795,000
            
            
            459,795
            
            
            -
            
            
            -
            
            
            -
            
            
            459,795Exercise
                of warrants
            
            
            502,771
            
            
            286,125
            
            
            -
            
            
            -
            
            
            -
            
            
            286,125Transfer
                to share capital on exercise of options
            
            
            -
            
            
            76,690
            
            
            -
            
            
            (76,690
            )
            
            -
            
            
            -Stock-based
                compensation
            
            
            -
            
            
            -
            
            
            -
            
            
            1,018,573
            
            
            -
            
            
            1,018,573Balance,
                December 31, 2006
            
            
            64,176,838
            
            
            60,839,308
            
            
            (29,591,123
            )
            
            1,802,449
            
            
            -
            
            
            33,050,634Adjustment
                to opening balance, change in accounting policy (Note
                3(a))
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            270,666
            
            
            270,66664,176,838
            
            $
            60,839,308
            
            $
            (29,591,123
            )
            $
            1,802,449
            
            $
            270,666
            
            $
            33,321,300Net
                loss for the year
            
            
            -
            
            
            -
            
            
            (5,277,423
            )
            
            -
            
            
            -
            
            
            (5,277,423
            )Other
                comprehensive incomeUnrealized
                loss on marketable securities
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (121,540
            )Unrealized
                loss on temporary investments
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (95,849
            )Realized
                gains on marketable securities
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (276,669
            )
            
            (494,058
            )Comprehensive
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (5,771,481
            )Shares
                issued for cashExercise
                of stock options
            
            
            545,750
            
            
            283,595
            
            
            -
            
            
            -
            
            
            -
            
            
            283,595Stock-based
                compensation
            
            
            -
            
            
            -
            
            
            -
            
            
            587,632
            
            
            -
            
            
            587,632Transfer
                to share capital on exercise of options
            
            
            -
            
            
            94,446
            
            
            -
            
            
            (94,446
            )
            
            -
            
            
            -545,570
            
            
            378,041
            
            
            (5,277,423
            )
            
            493,186
            
            
            (494,058
            )
            
            (4,900,254
            )**Balance
                December 31, 2007**
            
            
            **64,722,588**
            
            **$**
            **61,217,349**
            
            **$**
            **(34,868,546**
            **)**
            **$**
            **2,295,635**
            
            **$**
            **(223,392**
            **)**
            **$**
            **28,421,046****(B)**
            
            
            
            
            
            **(B)**




(A)
            The
                special warrants were issued to subscribers during the year ended
                December
                31, 2005 and were included in shareholders’ equity in the amount of
                $8,736,833. These special warrants have been presented above, on
                conversion to common shares during the year ended December 31, 2006,
                for
                proceeds, net of $6,246 in additional share issue costs, of
                $8,730,587.




(B)  Total
      deficit and accumulated other comprehensive income (loss) at December 31, 2007
      was $(35,091,938).





*See
      accompanying notes to the financial statements*




Page
          5




**ATNA
      RESOURCES LTD.**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





**For
      the Years Ended December 31**


2007
              
              2006
              
              2005**CASH
                  PROVIDED BY (USED FOR):****OPERATING
                  ACTIVITIES**Loss
                  for the year
              
              $
              (5,277,423
              )
              $
              (727,509
              )
              $
              (1,203,836
              )Less:
                  non-cash itemsAmortization
              
              
              117,181
              
              
              119,534
              
              
              26,343Loss
                  on disposition of asset
              
              
              -
              
              
              -
              
              
              1,207Temporary
                  investment income
              
              
              (349,491
              )
              
              (331,604
              )
              
              -Accounts
                  receivable written-off
              
              
              187,778
              
              
              -
              
              
              -Marketable
                  securities written-down
              
              
              -
              
              
              1,000
              
              
              233,244Net
                  gain on sales of marketable securities
              
              
              (276,669
              )
              
              (1,684,206
              )
              
              (411,877
              )Gain
                  on resource properties
              
              
              (134,950
              )
              
              -
              
              
              -Reserve
                  against asset sale
              
              
              -
              
              
              185,000
              
              
              -Resource
                  properties written-down
              
              
              3,387,333
              
              
              122,357
              
              
              315,809Stock-based
                  compensation expense
              
              
              587,632
              
              
              1,018,572
              
              
              148,866Net
                  change in non-cash working capital itemsAccounts
                  receivable
              
              
              (29,679
              )
              
              (305,212
              )
              
              (80,221
              )Accounts
                  payable
              
              
              126,022
              
              
              (182,173
              )
              
              (439,107
              )Prepaid
                  expenses
              
              
              18,626
              
              
              (21,643
              )
              
              (37,254
              )(1,643,640
              )
              
              (1,805,884
              )
              
              (1,446,826
              )**FINANCING
                  ACTIVITIES**Shares
                  issued for cash, net of issue costs
              
              
              283,595
              
              
              739,674
              
              
              10,550,526Special
                  warrants issued for cash, net of issue costs
              
              
              -
              
              
              -
              
              
              9,237,364283,595
              
              
              739,674
              
              
              19,787,890**INVESTING
                  ACTIVITIES**Acquisition
                  of resource properties
              
              
              (156,461
              )
              
              (12,647
              )
              
              (235,139
              )Exploration
                  and development
              
              
              (1,904,856
              )
              
              (4,593,668
              )
              
              (10,934,512
              )Corporate
                  transaction costs
              
              
              (754,752
              )
              
              -
              
              
              -Option
                  payments
              
              
              271,735
              
              
              128,172
              
              
              190,850Exploration
                  recoveries and operating fees
              
              
              -
              
              
              602,541
              
              
              77,314Net
                  purchases of equipment
              
              
              (61,498
              )
              
              (7,648
              )
              
              (59,722
              )Purchase
                  of marketable securities
              
              
              -
              
              
              (1,600,000
              )
              
              -Proceeds
                  from disposal of marketable securities
              
              
              376,669
              
              
              3,445,612
              
              
              2,368,377Purchase
                  of temporary investments
              
              
              (980,366
              )
              
              (3,562,789
              )
              
              (1,968,706
              )Proceeds
                  from disposal of temporary investments
              
              
              4,175,554
              
              
              -
              
              
              -Proceeds
                  from sales of resource properties
              
              
              379,871
              
              
              -
              
              
              -Reclamation
                  bond
              
              
              (3,777
              )
              
              -
              
              
              (520,808
              )1,342,119
              
              
              (5,600,427
              )
              
              (11,082,346
              )**INCREASE
                  (DECREASE) IN CASH AND CASH EQUIVALENTS
                  ANDEQUIVALENTS**
              
              
              (17,926
              )
              
              (6,666,637
              )
              
              7,258,718**CASH
                  AND CASH EQUIVALENTS, BEGINNING OF YEAR**
              
              
              3,534,772
              
              
              10,201,409
              
              
              2,942,691**CASH
                  AND CASH EQUIVALENTS, END OF YEAR**
              
              $
              3,516,846
              
              $
              3,534,772
              
              $
              10,201,409





Supplemental
      disclosure with respect to cash flows (Note 9)





*See
      accompanying notes to the financial statements*


Page
          6





**ATNA
      RESOURCES LTD.**




**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**




**For
      the Years Ended December 31, 2007 and 2006**





**1.**
            **NATURE
                OF OPERATIONS**





The
      Company is incorporated in British Columbia and is involved in the acquisition
      of resource properties that are considered sites of potential economic
      mineralization, and is currently engaged in the exploration of these properties.
      Certain of the Company’s properties contain defined mineral resources that
      cannot be considered economic until a commercial feasibility study is carried
      out. The ability of the Company to realize the costs it has incurred to date
      on
      these properties is dependent upon it being able to develop a commercial ore
      body, to finance the required exploration and development costs and to acquire
      environmental, regulatory, and other such permits as may be required for the
      successful development of the property.




**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**





**(a)**
            **Basis
                of Presentation**




These
      consolidated financial statements include the accounts of the Company and its
      wholly-owned subsidiaries: Atna Resources Inc., incorporated in the State of
      Nevada, U.S.A.; and Minera Atna Chile Limitada, incorporated in Chile. Minera
      Atna Chile was sold during 2005. The financial statements are prepared in
      accordance with Canadian generally accepted accounting principles (“GAAP”),
      which differ from U.S. GAAP as described in Note 13.





**(b)**
            **Use
                of Estimates**





The
      preparation of financial statements in conformity with Canadian generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Significant areas requiring the use of management estimates
      relate to the determination of environmental and site reclamation obligations,
      impairment of property and equipment and rates for amortization. Actual results
      could differ from those estimates.





**(c)**
            **Fair
                value of financial
                instruments**





**(i)**
            **Fair
                value**





The
      carrying values of cash and cash equivalents, investments, amounts receivable,
      and accounts payable and accrued liabilities approximate their fair values
      due
      to the short terms to maturity of the instruments.





**(ii)**
            **Interest
                rate risk**





The
      Company is not exposed to significant interest rate risk due to the short-term
      maturity of its monetary current assets and current liabilities.





**(iii)**
            **Credit
                risk**





The
      Company is not exposed to significant credit risk on its financial assets due
      to
      cash, cash equivalents and investments being placed with major financial
      institutions and amounts receivable due from government
      agencies.


Page
          7


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**




**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**(Continued)





**(c)**
            **Fair
                value of financial instruments**(Continued)





**(iv)**
            **Currency
                risk**





The
      Company is exposed to foreign currency fluctuations to the extent certain
      expenditures incurred are not denominated in Canadian dollars. As at December
      31, 2007, cash included approximately $278,076 (2006 - $162,749) denominated
      in
      US Dollars.





**(d)**
            **Cash
                and Investments**





Cash
      equivalents consist of temporary investments in commercial paper and money
      market deposits that are highly liquid and readily convertible to known amounts
      of cash. All cash equivalents are carried at their current market values, with
      any adjustments from cost recorded with interest income. Cash equivalents are
      inclusive of accrued interest amounts on securities that bear coupon interest,
      as receipt of these amounts is also considered to be certain and measurable.
      Temporary investments are represented by holdings of trust units of pooled
      income and equity funds that are readily convertible to cash and are carried
      at
      the lower of cost or current market value.




**(e)**
            **Mineral
                Properties**





The
      Company capitalizes all costs related to investments in mineral property
      interests on a property-by-property basis. Such costs include mineral property
      acquisition costs and exploration and development expenditures, net of any
      recoveries. Costs are deferred until the extent of mineralization has been
      determined and economic feasibility can be established, and then depleted on
      a
      systematic and rational basis if the property achieves commercial production,
      or
      written off if the property is proven to be uneconomic, management elects to
      cease exploration work or if the Company’s rights to acquire the applicable
      mineral claims are allowed to lapse or are abandoned. The amounts shown for
      acquisition costs and deferred exploration expenditures represent costs incurred
      to date and do not necessarily reflect present or future values.





All
      deferred mineral property expenditures are reviewed, on a property-by-property
      basis, to consider whether there are any conditions that may indicate
      impairment. When the carrying value of a property exceeds its net recoverable
      amount that may be estimated by quantifiable evidence of an economic geological
      resource or reserve, or the Company’s assessment of its ability to sell the
      property for an amount exceeding the deferred costs, provision is made for
      the
      impairment in value.





From
      time
      to time, the Company may acquire or dispose of a mineral property interest
      pursuant to the terms of an option agreement. As such options are typically
      exercisable entirely at the discretion of the optionee, the amounts payable
      or
      receivable are recorded as property costs or recoveries when the payments are
      made or received. The Company may also periodically receive grants or assistance
      pursuant to various Canadian government programs. These amounts are recorded
      as
      recoveries against the capitalized cost of the property or properties to which
      they relate. When the amount of recoveries exceeds the total amount of
      capitalized costs of the property, the amount in excess of costs is credited
      to
      income.


Page
          8


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**





**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**(Continued)





**(f)**
            **Equipment**





Equipment
      is recorded at cost and amortized over its estimated useful economic life on
      a
      declining balance basis at annual rates of 30% and 20%, respectively, for
      computer and office equipment; on a straight-line basis over three years for
      exploration equipment. The Company has constructed an office and administration
      building on the Pinson property that is subject to the terms of the exploration
      agreement as set out in Note 5(a)(i) and is recorded at cost with amortization
      on a straight-line basis over ten years.





**(g)**
            **Asset
                Retirement Obligations**





The
      Company follows the recommendations of the Canadian Institute of Chartered
      Accountants in accounting for asset retirement obligations. The standard
      requires that the fair value of a liability for an asset retirement obligation
      be recognized in the period in which it is incurred or acquired. Also, when
      a
      liability is initially recorded, a corresponding increase to the carrying amount
      of the related asset is recorded. The liability is increased over time
      (accreted) by the discount factor that was applied in the initial measurement
      of
      fair value and the asset is amortized over the estimated life of the related
      asset. The amount of the liability will be subject to re-measurement at each
      reporting period.





**(h)**
            **Impairment
                of Long-Lived Assets**





Long-lived
      assets are assessed for impairment when events and circumstances warrant. The
      carrying value of a long-lived asset is impaired when the carrying amount
      exceeds the estimated undiscounted net cash flow from use and fair value. In
      that event, the amount by which the carrying value of an impaired long-lived
      asset exceeds its fair value is charged to earnings.





**(i)**
            **Stock-Based
                Compensation**




The
      Company accounts for stock-based compensation expenses using the fair value
      based method with respect to all stock-based payments to directors, employees
      and non-employees, including awards that are direct awards of stock and call
      for
      settlement in cash or other assets, or stock appreciation rights that call
      for
      settlement by the issuance of equity instruments. Under this standard,
      stock-based payments are recorded as an expense over the vesting period or
      when
      the awards or rights are granted, with a corresponding increase to contributed
      surplus under shareholders’ equity. When stock options are exercised, the
      corresponding fair value is transferred from contributed surplus to capital
      stock.


Page
          9


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**




**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**(Continued)





**(j)**
            **Income
                Taxes**





The
      Company accounts for potential future tax assets and liabilities by recognizing
      the future tax consequences attributable to differences between the financial
      statement carrying amounts of existing assets and liabilities and their
      respective tax bases. Future tax assets and liabilities are measured using
      the
      tax rates that are expected to apply to taxable income in the years in which
      those temporary differences are expected to be settled. The effect on future
      tax
      assets and liabilities of a change in tax rates is recognized as income in
      the
      period that includes the date of the change. When the future realization of
      income tax assets does not meet the test of being more likely than not to occur,
      a valuation allowance in the amount of the potential future benefit is taken
      and
      no net future tax asset is recognized. Such an allowance currently applies
      fully
      to all of the Company’s potential income tax assets.





**(k)**
            **Foreign
                Currency Translation**





The
      Company translates its foreign operations on the following basis: monetary
      assets and liabilities are translated at the rate of exchange in effect as
      at
      the balance sheet date and non-monetary assets and liabilities are translated
      at
      their applicable historical rates. Revenues and expenses are translated at
      the
      average rates prevailing for the year, except for amortization that is
      translated at the historical rates associated with the assets being amortized.





Foreign
      exchange gains and losses from the translation of foreign operations are
      recognized in the current period.





**(l)**
            **Share
                Capital**




Common
      shares issued for non-monetary consideration are recorded at their fair market
      value, based either upon the trading price of the Company’s shares on the
      Toronto Stock Exchange (“TSX”) on the date of the agreement to issue the shares
      or the average closing price of the last five trading days of the Company’s
      shares on the TSX prior to the date of issue. Costs incurred to issue common
      shares are deducted from share capital.





**(m)**
            **Loss
                Per Share**





Basic
      loss per share is calculated based on the weighted average number of common
      shares outstanding during the period. The Company uses the treasury stock method
      for calculating diluted earnings per share. However, diluted loss per share
      has
      not been presented as the potential exercise of options and warrants outstanding
      would have the effect of reducing the loss per share. Therefore, basic and
      diluted loss per share is the same.





**(n)**
            **Recent
                Accounting Pronouncements**





i)  Capital
      Disclosures





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


Page
          10


**ATNA
            RESOURCES LTD.**
  **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
            the Years Ended December 31, 2007 and 2006**


**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**(Continued)




**(n)**
            **Recent
                Accounting Pronouncements
                (continued)**





ii)  Financial
      Instruments





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





iii)
      International Financial Reporting Standards ("IFRS")





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





**3.**
            **CHANGE
                IN ACCOUNTING POLICIES**





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





**(a)**
            **Financial
                Instruments - Recognition and Measurement (Section
                3855)**





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


Page
          11


**ATNA
            RESOURCES LTD.**
  **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
            the Years Ended December 31, 2007 and 2006**


**3.**
            **CHANGE
                IN ACCOUNTING POLICIES**(Continued)





**(a)**
            **Financial
                Instruments – Recognition and Measurement (Section 3855)**(Continued)





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





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





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





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





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





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





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





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





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





**(b)**
            **Hedging
                (Section 3865)**





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


Page
          12


**ATNA
            RESOURCES LTD.**
  **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
            the Years Ended December 31, 2007 and 2006**


**3.**
            **CHANGE
                IN ACCOUNTING POLICIES**(Continued)





**(c)**
            **Comprehensive
                Income (Section 1530)**





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





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




**4.**
            **TEMPORARY
                INVESTMENTS AND MARKETABLE
                SECURITIES**





Temporary
      investments and marketable securities held by the Company are considered to
      be
“available for sale securities” and are reported at fair value with any
      unrealized holding gains and losses included in current other comprehensive
      income, a component of shareholders' equity.




**5.**
            **DEPOSITS
                FOR RECLAMATION AND ASSET
                RETIREMENT**





The
      Company has posted environmental reclamation bonds in the amount of $7,376
      (US$5,696) (2006 - Cdn$6,950) with the Division of Environmental Protection,
      State of Nevada and the United States Department of the Interior to cover the
      estimated closure and reclamation costs of the Beowawe Property.




The
      Company has posted environmental reclamation bonds in the amount of $59,740
      (US$53,718) (2006 - Cdn$56,419) with the United States Department of
      Agriculture, Forest Service to cover reclamation costs on the Jarbidge
      Properties in Nevada.




At
      December 31, 2007 the Company has recorded $312,700 as an estimated asset
      retirement obligation relating to the current amount of reclamation required
      based on exploration and development conducted to date at the Pinson Project,
      an
      additional $67,000 has been recorded in respect of the Beowawe and Jarbidge
      Properties.


Page
          13


**ATNA
            RESOURCES LTD.**
  **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
            the Years Ended December 31, 2007 and 2006**


**6.**
            **MINERAL
                PROPERTIES**





At
      December 31, 2007 and 2006, the Company incurred expenditures on its mineral
      properties as follows:





Pinson
            
            Jarbidge
            
            Beowawe
            
            Clover
            
            US
            
            
            
            Canada/NV
            
            NV
            
            NV
            
            NV
            
            Other
            
            Chile
            
            Yukon
            
            TotalBalance
                at December 31, 2006
            
            $
            15,909,018
            
            $
            1,475,412
            
            $
            18,362
            
            $
            34,153
            
            $
            744,658
            
            $
            19,385
            
            $
            302,755
            
            $
            18,503,743Additions
                during the period:Acquisition
            
            
            -
            
            
            48,348
            
            
            4,971
            
            
            85,952
            
            
            17,190
            
            
            -
            
            
            -
            
            
            156,461Exploration
                and development:Professional
                Fees and Wages
            
            
            2,225
            
            
            4,942
            
            
            -
            
            
            1,482
            
            
            
            
            
            -
            
            
            -
            
            
            8,649Property
                and Development
            
            
            1,483
            
            
            82,882
            
            
            40
            
            
            20,641
            
            
            19,374
            
            
            -
            
            
            -
            
            
            124,420Drilling
            
            
            -
            
            
            774,547
            
            
            260,964
            
            
            1,123
            
            
            2,563
            
            
            -
            
            
            -
            
            
            1,039,197Geology
            
            
            66,888
            
            
            293,946
            
            
            31,018
            
            
            1,118
            
            
            80,023
            
            
            -
            
            
            -
            
            
            472,993Environment
            
            
            -
            
            
            7,804
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            7,804Permitting
            
            
            -
            
            
            167,166
            
            
            3,590
            
            
            -
            
            
            
            
            
            -
            
            
            -
            
            
            170,756Travel
                and Transportation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            -
            
            
            -Geochemistry/geophysics
            
            
            1,977
            
            
            12,396
            
            
            -
            
            
            -
            
            
            16,366
            
            
            -
            
            
            -
            
            
            30,739Surface
                Infrastructure
            
            
            
            
            
            72,364
            
            
            3,371
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            75,735Exploration
                support
            
            
            8,524
            
            
            -
            
            
            877
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            9,40181,097
            
            
            1,416,047
            
            
            299,860
            
            
            24,364
            
            
            118,326
            
            
            
            
            
            
            
            
            1,939,694Additions
                during period
            
            
            81,097
            
            
            1,464,395
            
            
            304,831
            
            
            110,316
            
            
            135,516
            
            
            
            
            
            
            
            
            2,096,155Asset
                retirement obligation
            
            
            65,700
            
            
            60,000
            
            
            7,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            132,700Cost
                Recoveries
            
            
            (47,036
            )
            
            -
            
            
            -
            
            
            -
            
            
            (364,425
            )
            
            -
            
            
            (1,460
            )
            
            (412,921
            )Option
                Payments
            
            
            -
            
            
            -
            
            
            -
            
            
            (80,580
            )
            
            (171,770
            )
            
            (19,385
            )
            
            -
            
            
            (271,735
            )Write-Offs
            
            
            -
            
            
            (2,999,807
            )
            
            (330,193
            )
            
            
            
            
            (57,333
            )
            
            -
            
            
            -
            
            
            (3,387,333
            )Balance
                at December 31, 2007
            
            $
            16,008,779
            
            $
            -
            
            $
            -
            
            $
            63,889
            
            $
            286,646
            
            $
            -
            
            $
            301,295
            
            $
            16,660,609


Page
          14


**ATNA
      RESOURCES LTD.**




**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**




**For
      the Years Ended December 31, 2007 and 2006**





**6.**
            **MINERAL
                PROPERTIES**(Continued)





Pinson
            
            Jarbidge
            
            Beowawe
            
            Clover
            
            US
            
            
            
            Canada/NV
            
            NV
            
            NV
            
            NV
            
            Other
            
            Chile
            
            Yukon
            
            TotalBalance
                at December 31, 2005
            
            $
            14,330,403
            
            $
            721,875
            
            $
            238,537
            
            $
            73,972
            
            $
            730,687
            
            $
            47,476
            
            $
            509,859
            
            $
            16,652,809Additions
                during the period:Acquisition
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            12,647
            
            
            -
            
            
            -
            
            
            12,647Professional
                Fees and Wages
            
            
            -
            
            
            2,526
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,526Property
                and Development
            
            
            116,442
            
            
            106,429
            
            
            129,985
            
            
            18,432
            
            
            32,429
            
            
            -
            
            
            7,610
            
            
            411,327Drilling
            
            
            -
            
            
            295,257
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            295,257Permitting
            
            
            5,917
            
            
            16,149
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            22,066Geology
            
            
            4,025
            
            
            271,515
            
            
            1,475
            
            
            9,615
            
            
            71,563
            
            
            80
            
            
            30
            
            
            358,303Geochemistry
            
            
            -
            
            
            9,828
            
            
            -
            
            
            -
            
            
            6,332
            
            
            -
            
            
            -
            
            
            16,160Geophysics
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            37,100
            
            
            -
            
            
            -
            
            
            37,100Environment
            
            
            -
            
            
            12,122
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            12,122Reserve
                Definition
            
            
            232,600
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            232,600Drilling
                Support
            
            
            535,939
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            535,939Surface
                Drilling
            
            
            449,674
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            449,674Surface
                Infrastructure
            
            
            113,475
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            113,475Production
                Setup
            
            
            310,297
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            310,297Dewatering
            
            
            61,066
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            61,066Travel
                and transportation
            
            
            -
            
            
            2,245
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,245Field
                Office
            
            
            -
            
            
            37,466
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            37,466Admin/Indirect
                Costs
            
            
            748,820
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            748,8202,578,255
            
            
            753,537
            
            
            131,460
            
            
            28,047
            
            
            147,424
            
            
            80
            
            
            7,640
            
            
            3,646,443Additions
                during period
            
            
            2,578,255
            
            
            753,537
            
            
            131,460
            
            
            28,047
            
            
            160,071
            
            
            80
            
            
            7,640
            
            
            3,659,090Cost
                Recoveries
            
            
            (999,640
            )
            
            -
            
            
            (351,635
            )
            
            (67,866
            )
            
            (10,085
            )
            
            -
            
            
            (402
            )
            
            (1,429,628
            )Option
                Payments
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (28,171
            )
            
            (228,000
            )
            
            (256,171
            )Write-downs
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (136,015
            )
            
            -
            
            
            13,658
            
            
            (122,357
            )Balance
                at December 31, 2006
            
            $
            15,909,018
            
            $
            1,475,412
            
            $
            18,362
            
            $
            34,153
            
            $
            744,658
            
            $
            19,385
            
            $
            302,755
            
            $
            18,503,743


Page
          15


**ATNA
            RESOURCES LTD.**
  **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
            the Years Ended December 31, 2007 and 2006**




**6.**
            **MINERAL
                PROPERTIES**(Continued)





**(a)**
              **United
                  States**





**(i)**
            **Pinson
                Property, Nevada**




The
      Company entered into an Exploration Agreement (“the agreement”), effective
      August 12, 2004, with Pinson Mining Company (“PMC”), a controlled subsidiary of
      Barrick Gold Corporation. Pursuant to the terms of the agreement, the Company
      completed obligations to earn a 70% interest in the Pinson Mine Property,
      Humboldt County, Nevada, and provided notice of its earn-in to PMC in January
      2006.





The
      Company’s earn-in triggered an election by PMC to back-in to the project by
      spending an additional US$30 million to advance exploration and development
      of
      the project over a 3-year period. PMC notified the company that it would elect
      to earn back into the property on April 6, 2006. Completion of qualifying
      expenditures by PMC, on or before April 5, 2009 would result in the formation
      of
      a 70:30 joint venture with PMC holding a 70% interest. If PMC fails to make
      US$30 million of qualifying expenditures within 3 years the Company may retain
      a
      70% interest in the project and again become operator.





The
      property is subject to net smelter return (“NSR”) royalties varying from 3.5% to
      7.5% on various claim groups within the property.





**(ii)**
            **Jarbidge
                Properties, Nevada**





By
      an
      agreement dated December 5, 2003 the Company obtained an option to acquire
      a
      100% interest in the 127 Jarbidge claims located in Elko County, Nevada. The
      Company, on assessment of its exploration results, has written-down its
      interest, terminated its option interests in the majority of the properties
      and
      $2,999,807 in acquisition and exploration costs has been charged to
      operations.





The
      Company also held interests in three other properties adjacent to Jarbidge,
      shown above included in Other US properties that have also been written-down
      and
      $57,333 in acquisition and exploration costs has been charged to
      operations.





**(iii)**
            **Beowawe
                Properties, Nevada**





The
      Company held an option to acquire a 100% interest in 95 lode claims located
      at
      the north end of the Carlin Gold District in Nevada plus an option to acquire
      a
      100% interest in 40 acres of fee land and an exclusive lease and an option
      to
      acquire a 100% interest in an additional 40 acres of fee land adjacent to the
      main Beowawe claim group.





On
      May
      30, 2007, the Company terminated its option and lease agreements, abandoned
      its
      interests and wrote-off $330,193 in acquisition and exploration
      costs.


Page
          16


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**




**6.**
            **MINERAL
                PROPERTIES**(Continued)





**(iv)**
            **Clover
                Property, Nevada**





In
      an
      agreement dated March 11, 2003, the Company obtained an option to acquire a
      100%
      interest in 22 claims known as the Clover property, subject to a 3% NSR royalty,
      which can be purchased for US$1,000,000 per percentage point. Terms of the
      agreement include cumulative total payments to the vendor of US$305,000
      (US$80,000 paid) prior to March 11, 2010. The Clover property is subject to
      a
      Finder’s Agreement dated February 10, 2003, amended April 22, 2003, whereby the
      Company agreed to pay a finder’s fee of US$5,000 (paid) upon execution of the
      acquisition agreement, and US$10,000 (paid) and US$20,000, respectively, for
      the
      first two years after the agreement and US$30,000 on each subsequent anniversary
      until the commencement of commercial production (US$20,000 paid). The Finder’s
      fee is capped at a maximum of US$500,000.





On
      November 28, 2006, the Company signed an Earn-in Agreement with Meridian Gold
      Incorporated, now a subsidiary of Yamana Gold Inc. (“Yamana”) whereby Yamana can
      earn a 51% working interest in the Clover property by making a series of
      payments to the Company and expending US$3,300,000 on exploration over a 4
      year
      period. Yamana may elect to increase its interest to 70% by completing a
      prefeasibilty study within 30 months of vesting its initial 51% interest in
      the
      project.





**(b)**
            **United
                States -Other**





**(i)**
            **Triple
                Junction and Dixie Fork Properties,
                Nevada**





The
      Company acquired a 100% interest, subject to a 3% NSR royalty (uncapped), in
      the
      36 ‘Triple Junction’ lode claims and the 31 ‘Dixie Fork’ lode claims located in
      Elko county, Nevada, by paying US$35,000 in cash and issuing 100,000 common
      shares.





In
      an
      agreement dated September 7, 2004, the Company granted an option to Sage Gold
      Inc. (“Sage”) to earn up to a 70% interest in the Company’s Triple
      Junction/Dixie Fork gold project. Sage may earn a 55% interest in the properties
      by drilling 10,000 feet before November 2008, and may then elect to form a
      joint
      venture with the Company, or to increase its interest to 70% before forming
      a
      joint venture, by funding and completing a bankable feasibility
      study.








**(ii)**
            **Searchlight
                Property, Nevada**





In
      an
      agreement dated January 17, 2004, the Company purchased a 100% interest on
      the
      Searchlight property by the issuance of 30,000 common shares.





**(iii)**
            **Lone
                Pine Property, Arizona**





The
      Company sold its interest in the Lone Pine property in July 2007 realizing
      US$351,268 after closing costs.


Page
          17


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**




**6.**
            **MINERAL
                PROPERTIES**(Continued)





**(c)**
            **Chile**





**(i)**
            **Celeste
                Property**





The
      Company holds a 100% interest in the Celeste property, subject to a 2% NSR
      royalty. A land-use fee of US$50 per hectare of surface, payable if the land
      is
      used for waste dump, fill leaching or ancillary mining facilities, also
      applies.





An
      agreement is in place between the Company and Compania Cielo Azul Limitada
      (“CCAL”) whereby CCLA may lease the property for a period of twenty years by
      making the following lease payments to the Company: US$10,000 upon execution
      of
      an agreement (received); US$10,000 on the first anniversary of the agreement
      (received); US$25,000 on the second anniversary of the agreement; and US$50,000
      on the third anniversary of the agreement and on all subsequent anniversary
      dates thereafter. The property will be subject to a 2.5% NSR
      royalty.





**(ii)**
            **Cachinal
                Property**





The
      Company entered into an option agreement with Valencia Ventures (“Valencia”)
      wherein Valencia may earn up to 70% interest in the Company’s Cachinal de la
      Sierra property in Chile by making
      cash payments totaling CDN$95,000 (CDN$50,000 received) and spending
      CDN$1,500,000 within three years. During the year ended December 31, 2005,
      the
      property was written down to a nominal value.





**(d)**
            **Canada**





**(i)**
            **Wolverine
                Property, Yukon**





The
      Company had a 40% joint venture interest in the Wolverine property with Yukon
      Zinc Corporation (“YZC”) (formerly Expatriate Resources Ltd.) as the property
      operator and owner of the remaining 60% interest.





During
      the year ended December 31, 2004 the Company sold its interest to YZC for
      $2,000,000 cash and 10,000,000 units of YZC valued at $2,271,000. Each unit
      consisted of one common share and one half of a share purchase warrant; each
      whole warrant is exercisable to purchase one common share of YZC for a price
      of
      $0.32 for two years. The disposition resulted in a loss of $1,659,561; however,
      the Company retains an NSR royalty on precious metals of up to 9.45% indexed
      to
      the price of silver.





**(ii)**
            **Wolf
                Property, Yukon**





The
      Company holds a 68% interest in 18 mineral claims; due to a lack of recent
      exploration work conducted on the claims, at December 31, 2004, the Company
      wrote its interest in the Wolf property down to a nominal
      amount.


Page
          18


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**




**6.**
            **MINERAL
                PROPERTIES**(Continued)





**(d)**
            **Canada**(Continued)





**(iii)**
            **Marg
                Property, Yukon**





The
      Company purchased a 2/3 joint venture interest in the Marg property by making
      a
      cash payment of $250,000. Cameco Corporation was the owner of the remaining
      1/3
      interest.





During
      2004, the Company purchased Cameco’s stake in the Marg joint venture by making a
      cash payment of $80,000. On November 25, 2004, the Company entered into an
      option agreement with another party whereby that party can earn a 100% interest
      in the Marg Property by making total cash payments of $600,000 ($200,000
      received) and issuing 400,000 common shares (266,666 shares received) to the
      Company on or before December 8, 2008. During the year ended December 31, 2006,
      the property was written-down.





**(iv)**
            **Ecstall
                Property, British Columbia**





The
      Company has a 100% interest in 23 Crown Granted Mineral claims (21 claims with
      mining rights and two claims with surface rights), subject to a 3% (reducible
      to
      2.5%) NSR royalty. As at December 31 2006, the carrying value of the property
      was $302,752.





**(v)**
            **White
                Bull Property, British
                Columbia**





The
      Company holds a 100% interest in 24 mineral claim units. During the year ended
      December 31, 2006, the property was written-down to a nominal
      value.





**(e)**
            **Realization
                of assets**


The
        investment in and expenditures on resource properties comprise a significant
        portion of the Company’s assets. Realization of the Company’s investment in
        these assets is dependent upon the establishment of legal ownership, the
        attainment of successful production from the properties or from the proceeds
        of
        their disposal.


Resource
      exploration and development is highly speculative and involves inherent risks.
      While the rewards if an ore body is discovered can be substantial, few
      properties that are explored are ultimately developed into producing mines.





Environmental
      legislation is becoming increasingly stringent and costs and expenses of
      regulatory compliance are increasing. The impact of new and future environmental
      legislation on the Company’s operations may cause additional expenses and
      restrictions.





Although
      the Company has taken steps to verify the title to mineral properties in which
      it has an interest, in accordance with industry standards for the current stage
      of exploration of such properties, these procedures do not guarantee the
      Company’s title. Property title may be subject to unregistered prior agreements
      or transfers and title may be affected by undetected defects.


Page
          19


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**




**6.**
            **MINERAL
                PROPERTIES**(Continued)





**(f)**
            **Environmental
                Expenditures**





The
      operations of the Company may in the future be affected from time to time to
      varying degrees by changes in environmental regulations, including those for
      future removal and site restoration costs. Both the likelihood of new
      regulations and their overall effect upon the Company vary greatly and are
      not
      predictable. The Company’s policy is to meet or, if possible, surpass standards
      set by relevant legislation, by application of technically proven and
      economically feasible measures.





Environmental
      expenditures that relate to ongoing environmental and reclamation programs
      are
      charged against earnings as incurred or capitalized and amortized depending
      on
      their future economic benefits. Estimated future removal and site restoration
      costs, when the ultimate liability is reasonably determinable, are charged
      against earnings over the estimated remaining life of the related business
      operation, net of expected recoveries.





**7.**
            **EQUIPMENT**





December 31, 2007
            
            
            
            
            
            December 31, 2006Accumulated
            
            Net Book
            
            
            
            Accumulated
            
            Net BookCost
            
            Amortization
            
            Value
            
            Cost
            
            Amortization
            
            ValueBuilding
            
            $
            790,771
            
            $
            151,719
            
            $
            639,052
            
            $
            790,771
            
            $
            77,821
            
            $
            712,950Office
                furniture, equipment
            
            
            31,973
            
            
            27,243
            
            
            4,730
            
            
            31,973
            
            
            26,095
            
            
            5,878Field
                equipment
            
            
            32,588
            
            
            29,135
            
            
            3,453
            
            
            32,588
            
            
            27,370
            
            
            5,218Computer
                equipment.
            
            
            151,114
            
            
            83,929
            
            
            67,185
            
            
            136,228
            
            
            61,336
            
            
            74,892Vehicles
            
            
            92,083
            
            
            59,021
            
            
            33,062
            
            
            46,256
            
            
            42,029
            
            
            4,227$
            1,098,529
            
            $
            351,047
            
            $
            747,482
            
            $
            1,037,816
            
            $
            234,651
            
            $
            803,165







**8.**
            **SHARE
                CAPITAL**





**(a)**
            **Authorized:**




An
      unlimited number of common shares without par value


An
      unlimited number of preferred shares without par value




**(b)**
            **Issued**




**No.
                of**
              **Shares**
            
            **Amount**Balance
                as at December 31, 2005
            
            
            55,429,067
            
            $
            51,286,111Issued
                for cashPrivate
                placement, net of issue costs (Note 8 (c))
            
            
            7,450,000
            
            
            8,730,587Exercise
                of warrants
            
            
            502,771
            
            
            459,795Exercise
                of options
            
            
            795,000
            
            
            286,125Issued
                for other considerationExercise
                of options, stock-based compensation
            
            
            -
            
            
            76,690Balance
                as at December 31, 2006
            
            
            64,176,838
            
            
            60,839,308Issued
                for cashExercise
                of options
            
            
            545,750
            
            
            283,595Issued
                for other considerationExercise
                of options, stock-based compensation
            
            
            -
            
            
            94,446Balance
                as at December 31, 2007
            
            
            64,722,588
            
            $
            61,217,349


Page
          20


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**




**8.**
            **SHARE
                CAPITAL (continued)**





**(c)**
            **Private
                Placements**





On
      February 2, 2006, the Company completed a special warrant brokered private
      placement for the issuance of 7,450,000 common shares at a price of $1.35 per
      share for gross proceeds of $10,057,500. The agents received a 6.5% cash
      commission of $653,737 and 521,000 agents’ warrants to acquire 521,000 shares of
      the Company at a price of $1.55 per share until December 16, 2006. The Company
      incurred cash share issuance costs in the amount of $67,643 in connection with
      the private placement and recorded the fair value, as determined by the
      Black-Scholes Option Pricing Model, of the agents’ warrants at
      $605,532.





**(d)**
            **Stock
                Options**





Stock
      options to purchase common shares have been granted to directors, employees
      and
      consultants of the Company at exercise prices determined with reference to
      the
      market value on the date of the grant. Under the Company’s Stock Option Plan,
      approved by the shareholders on April 20, 2006, the Company may grant stock
      options for the purchase of up to 6,355,864 common shares. Vesting of stock
      options is made at the discretion of the Board of Directors at the time the
      options are granted. At December 31, 2007, the Company had stock options
      outstanding for the purchase of 2,437,300 common shares, with an average
      remaining contractual life of 1.5 years, of which 2,400,961 stock options were
      exercisable at December 31, 2007.





**Number of**
            
            **Weighted Average****Options**
            
            **Exercise Price**Outstanding
                at December 31, 2005
            
            
            2,145,000
            
            $
            0.52Exercised
            
            
            (795,000
            )
            
            0.36Cancelled/expired
            
            
            (125,000
            )
            
            2.01Granted
            
            
            915,000
            
            
            1.19Outstanding
                at December 31, 2006
            
            
            2,140,000
            
            $
            1.11Exercised
            
            
            (545,750
            )
            
            0.52Cancelled/expired
            
            
            (120,750
            )
            
            1.76Granted
            
            
            963,800
            
            
            1.36Outstanding
                at December 31, 2007
            
            
            2,437,300
            
            $
            1.33





The
      weighted average fair value of stock options granted during the year ended
      December 31, 2007 was $0.63 (2005 - $1.02).





The
      following summarizes the stock options outstanding at December 31,
      2007





**Number
                of Shares**
            
            **Exercise
                Price**
            
            **Expiry
                Date**150,000
            
            
            0.59
            
            
            February
                8, 2008700,000
            
            
            0.70
            
            
            April
                18, 2008690,000
            
            
            2.01
            
            
            January
                31, 200925,000
            
            
            1.28
            
            
            July
                7, 2009872,300
            
            
            1.36
            
            
            January
                11, 20102,437,300


Page
          21


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**




**8.**
            **SHARE
                CAPITAL (continued)**





**(e)**
            **Stock-Based
                Compensation**




During
      the year ended December 31, 2007, the Company granted stock options to
      directors, officers and employees to acquire up to an aggregate of 963,800
      common shares at an exercise price of $1.36 per share and the fair value of
      $554,611 has been recorded as an expense in these financial
      statements.





During
      the year ended December 31, 2006, the Company granted stock options to
      directors, officers and employees to acquire up to an aggregate of 915,000
      common shares at exercise prices of $2.01 and $1.28 per share and the fair
      value
      of $1,018,572 has been recorded as an expense in these financial
      statements.





The
      fair
      value of stock options used to calculate compensation expense and the fair
      value
      of agents’ warrants is estimated using the Black-Scholes Option Pricing Model
      with the following weighted average assumptions at December 31,
      2007:





2007
            
            2006Risk-free
                interest rate
            
            
            2.88
            %
            
            2.43
            %Expected
                dividend yield
            
            
            -
            
            
            -Expected
                stock price volatility
            
            
            67
            %
            
            50%
                to 65
            %Expected
                option life in years
            
            
            3
            
            
            1
                to 3





Option
      pricing models require the input of highly subjective assumptions, particularly
      as to the expected price volatility of the stock. Changes in these assumptions
      can materially affect the fair value estimate and therefore it is management’s
      view that the existing models do not necessarily provide a single reliable
      measure of the fair value of the Company’s stock option grants.





**(f)**
            **Warrants**





At
      December 31, 2007 and 2006, the Company has no outstanding warrants to purchase
      common shares.





**(g)**
            **Contributed
                Surplus**





Balance
                as at December 31, 2005
            
            $
            860,566Stock
                based compensation expense
            
            
            1,018,572Exercise
                of stock options
            
            
            (76,689
            )Balance
                as at December 31,2006
            
            $
            1,802,449Stock-based
                compensation expense
            
            
            587,632Exercise
                of stock options
            
            
            (94,446
            )Balance
                as at December 31, 2007
            
            $
            2,295,635


Page
          22


**ATNA
        RESOURCES LTD.**
  **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        the Years Ended December 31, 2007 and 2006**




**9.**
            **SUPPLEMENTARY
                CASH FLOW DISCLOSURES**





Supplementary
      disclosure of non-cash financing activities:





2007
            
            2006
            
            2005Significant
                non-cash operating, investing andfinancing activities:Operating
                activitiesAmortization
                recorded in deferred property costs
            
            $
            -
            
            $
            -
            
            $
            9,679Investing
                activitiesMarketable
                securities received for option payments
            
            $
            168,000
            
            $
            128,000
            
            $
            271,666Marketable
                securities received for sale of property
            
            
            -
            
            
            -
            
            
            -Reclassification
                of building & equipment costs fromdeferred
                costs
            
            
            -
            
            
            827,087
            
            
            -Reclassification
                of reclamation bonds to temporaryinvestments
            
            
            -
            
            
            464,389
            
            
            -Increase
                in asset retirement obligation
            
            $
            132,700Accounts
                payable related to mineral property costs
            
            $
            34,839
            
            
            -
            
            
            -$
            335,539
            
            $
            1,419,476
            
            $
            271,666Financing
                activitiesFair
                value of agents’ warrants issued
            
            
            -
            
            
            -
            
            
            605,533$
            -
            
            $
            -
            
            $
            605,533Other
                cash flow informationInterest
                received
            
            $
            419,130
            
            $
            543,053
            
            $
            386,406





**10**.
            **RELATED
                PARTY TRANSACTIONS**





There
      were no related party transactions in 2007, 2006 or 2005.


Page
          23


**ATNA
          RESOURCES LTD.**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          the Years Ended December 31, 2007 and 2006**




**11.**
            **COMMITMENT**





The
      Company has a lease commitment for its office premises which expires June 30,
      2010. The cost of the entire premises is shared amongst several companies in
      proportion to the area occupied. The Company’s proportionate share of annual
      rental payments under this arrangement is approximately $64,000.





**12.**
            **INCOME
                TAXES**





At
      December 31, 2007, the Company has non-capital losses carried forward for
      Canadian income tax purposes totalling approximately Cdn$5,760,000, expiring
      in
      various periods from 2006 to 2027, and resource and other tax pools available
      to
      reduce Canadian taxable income that aggregate approximately $15,870,000 at
      December 31, 2007 (2006 - $15,600,000). The Company also has net operating
      loss
      carry forwards and resource deductions totalling approximately $21,000,000
      for
      U.S. income tax purposes which are currently being substantiated, and if not
      utilized to reduce U.S. taxable income in future periods, will expire in various
      periods through 2026.







The
      reconciliation of the Canadian income tax provision computed at statutory rates
      to the reported income tax provision is as follows:





**2007**
            
            **2006**34.12
            %
            
            34.12
            %Income
                tax expense (benefit) computed at statutory rates
            
            $
            (1,800,657
            )
            $
            (253,344
            )Temporary
                differences recognized
            
            
            (255,526
            )
            
            (134,555
            )Non-deductible
                differences
            
            
            155,449
            
            
            55,997Unrecognized
                tax losses
            
            
            1,900,734
            
            
            331,902Income
                tax benefit per financial statements
            
            $
            -
            
            $
            -




The
      significant components of the Company’s future income tax assets as at December
      31, 2007 and 2006 are as follows:





**2007**
              
              **2006**Future
                  income tax assetsLosses
                  carried forward, Canada
              
              $
              1,963,937
              
              $
              2,091,912Losses
                  carried forward, United States
              
              
              7,453,465
              
              
              5,189,352Mineral
                  properties
              
              
              5,230,391
              
              
              5,219,864Equipment
              
              
              65,162
              
              
              60,829Share
                  issuance costs
              
              
              492,014
              
              
              677,047Valuation
                  allowance
              
              
              15,204,969
              
              
              13,239,004(15,204,969
              )
              
              (13,239,004
              )Future
                  income taxes, net
              
              $
              -
              
              $
              -


Page
          24


**ATNA
        RESOURCES LTD.**
  **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        the Years Ended December 31, 2007 and 2006**


**13.**
            **DIFFERENCES
                BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                PRINCIPLES (GAAP)**




**Resource
      Property Costs**





Under
      Canadian GAAP, mineral exploration expenditures may be deferred on prospective
      properties until such time as it is determined that further exploration is
      not
      warranted, at which time the property costs are written-off. Under U.S. GAAP,
      all exploration expenditures must be expensed until an independent feasibility
      study has determined that the property is capable of economic commercial
      production. The following items (a) to (e) provide a summary of the impact
      on
      the Company’s balance sheets and statements of operations and deficit and cash
      flows that would result from the application of US accounting principles to
      resource property costs:




2007
                
                2006
                
                2005**(a)****Assets**Resource
                    PropertiesResource
                    properties following Canadian GAAP
                
                $
                16,660,609
                
                $
                18,503,743
                
                $
                16,652,809Less
                    deferred exploration costs
                
                
                (16,562,010
                )
                
                (18,491,096
                )
                
                (16,652,809
                )Resource
                    properties following U.S. GAAP
                
                $
                98,599
                
                $
                12,647
                
                $
                -**(b)****Operations**Net
                    loss following Canadian GAAP
                
                $
                (5,277,423
                )
                $
                (727,509
                )
                $
                (1,203,836
                )Property
                    costs expensed under U.S. GAAP – net
                
                
                (1,703,168
                )
                
                (1,960,644
                )
                
                (11,833,724
                )Deferred
                    property costs written-off underCanadian
                    GAAP3,387,333
                
                
                122,357
                
                
                315,809Net
                    proceeds received on sale of property
                
                
                379,871
                
                
                -
                
                
                -Gain
                    on property sold under Canadian GAAP
                
                
                (134,950
                )
                
                -
                
                
                -Net
                    income (loss) under U.S. GAAP
                
                $
                (3,348,337
                )
                $
                (2,565,796
                )
                $
                (12,721,751
                )**(c)****Deficit**Closing
                    deficit under Canadian GAAP
                
                $
                (34,868,546
                )
                $
                (29,591,123
                )
                $
                (28,863,614
                )Adjustment
                    to deficit for exploration expenditures of prior years written-off
                    under
                    U.S. GAAP
                
                
                (16,562,010
                )
                
                (18,491,096
                )
                
                (16,652,809
                )Closing
                    deficit under U.S. GAAP
                
                $
                (51,430,556
                )
                $
                (48,082,219
                )
                $
                (45,516,423
                )**(d)****Earnings
                    (loss) per share under U.S. GAAP**Earnings
                    (loss) per share
                
                $
                (0.05
                )
                $
                (0.04
                )
                $
                (0.28
                )


Page
          25


**ATNA
        RESOURCES LTD.**
  **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        the Years Ended December 31, 2007 and 2006**


**13.**
            **DIFFERENCES
                BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                PRINCIPLES (GAAP)**(Continued)





(e)
            Statements
                of cash flows




**2007**
                
                **2006**
                
                **2005**Net
                    cash from (used in) operating activities of continuing operations
                    in
                    accordance with Canadian GAAP
                
                $
                (1,643,640
                )
                $
                (1,805,884
                )
                $
                (3,415,532
                )Adjustments
                    to net loss involving use of cash Write-off of expenditures on
                    mineral
                    interests, net
                
                
                (1,703,169
                )
                
                (1,960,644
                )
                
                (11,833,724
                )Net
                    cash used in operating activities of continuingoperationsin
                    accordance with US GAAP
                
                
                (3,346,809
                )
                
                (3,766,528
                )
                
                (15,249,256
                )Net
                    cash used in investing activities of continuing operations in
                    accordance
                    with Canadian GAAP
                
                
                1,342,119
                
                
                (5,600,427
                )
                
                (9,113,640
                )Reclassification
                    of expenditures on mineral property interests
                
                
                1,703,169
                
                
                1,960,644
                
                
                11,833,724Net
                    cash from (used in) investing activities continuing operations
                    in
                    accordance with US GAAP
                
                
                3,045,288
                
                
                (3,639,783
                )
                
                2,720,084Net
                    cash flows from financing activities continuing operations in
                    accordance
                    with Canadian and US GAAP
                
                
                283,595
                
                
                739,674
                
                
                19,787,890Net
                    increase (decrease) in cash in accordance with Canadian and US
                    GAAP
                
                
                (17,926
                )
                
                (6,666,637
                )
                
                7,258,718Cash
                    and cash equivalents, beginning of year in accordance with Canadian
                    and US
                    GAAP
                
                
                3,534,772
                
                
                10,201,409
                
                
                2,942,691Cash
                    and cash equivalents, end of year in accordance with Canadian
                    and US
                    GAAP
                
                $
                3,516,846
                
                $
                3,534,772
                
                $
                10,201,409





**14.**
            **SUBSEQUENT
                EVENTS**




In
      addition to items disclosed elsewhere in these notes, the following occurred
      during the period subsequent to December 31, 2007:





(a)  Agreement
      and Plan of Merger





The
      Company and Canyon Resources Corporation (“Canyon”) entered into an agreement
      and Plan of Merger whereby the common stock of Canyon has been converted into
      the right to receive 0.32 common shares of the Company for each share of Canyon
      held.. Under the terms of the terms of the transaction the Company has
      authorized and will issue to Canyon shareholders a total of up to 17,114,238
      common shares.





In
      addition, all of the outstanding employee stock options of Canyon have been
      cancelled and new stock options have been issued by the Company on closing
      of
      the transaction. All outstanding share purchase warrants and convertible
      debentures of Canyon will be assumed by the Company and will be exercisable
      to
      acquire that number of shares of the Company as determined by reference to
      the


Page
          26


**ATNA
        RESOURCES LTD.**
  **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        the Years Ended December 31, 2007 and 2006**


**14.**
            **SUBSEQUENT
                EVENTS (continued)**





(a)
              Agreement
                  and Plan of Merger
                  (continued)





exchange
      ratio. If all stock options, share purchase warrants and convertible debentures
      were exercised the Company would issue an additional 5,897,240 common
      shares.





The
      transaction, on completion, will be accounted for as a purchase by the Company
      of the assets of Canyon. Based on the unaudited financial statements of Canyon
      as at September 30, 2007 the transaction would be accounted for as
      follows:





Purchase
                  price:53,047,824
                  Canyon Resources common shares outstanding
              
              $
              27,661,257Estimated
                  transaction costs
              
              
              1,202,199Estimated
                  fair value of options, warrants and debentures issued
              
              
              2,414,679Total
                  purchase price (increase in pro forma share capital)
              
              $
              31,278,135Purchase
                  price allocation:Cash
                  and cash equivalents
              
              $
              3,725,262Short
                  term investments
              
              
              496,450Accounts
                  receivable
              
              
              4,766Metal
                  inventories
              
              
              67,319Prepaid
                  insurance
              
              
              232,736Other
                  current assets
              
              
              118,354Property,
                  plant and mine development, net
              
              
              36,508,848Restricted
                  cash
              
              
              3,299,804Other
                  noncurrent assets
              
              
              244,452Goodwill
              
              
              -Accounts
                       payable
              
              
              (403,912
              )Short
                  term asset retirement obligations
              
              
              (1,080,474
              )Payroll
                  liabilities
              
              
              (121,928
              )Legal
                  settlement accrual
              
              
              (204,736
              )Other
                  current liabilities
              
              
              (1,776,790
              )Notes
                  payable
              
              
              (819,142
              )Capital
                  leases
              
              
              (50,042
              )Long
                  term asset retirement obligations
              
              
              (2,757,482
              )Future
                  income taxes
              
              
              (6,205,350
              )$
              31,278,135





The
      purchase price allocation will be adjusted to the amounts determined from the
      financial statements and results of Canyon upon closing of the
      transaction.





As
      at
      December 31, 2007, the Company had incurred costs of approximately $754,752
      in
      respect of this proposed transaction, these costs have been deferred in these
      financial statements.





(b)
            Stock
                options





The
      Company issued 150,000 common shares on the exercise of 150,000 employee stock
      options at a price of $0.59 per share for proceeds of $88,500.


Page
          27


**ATNA
        RESOURCES LTD.**
  **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        the Years Ended December 31, 2007 and 2006**


**14.**
            **SUBSEQUENT
                EVENTS (continued)**





(c)
            The
                Company granted stock options pursuant to the Canyon transaction
                to
                directors, officers and employees to acquire up to 832,640 common
                shares
                at $1.32 per share on or before March 18,
                2012.


Page
          28