ANNUAL CONSOLIDATED FINANCIAL STATEMENTS



December 31, 2012

(Expressed in United States Dollars, except
where noted)



14142 Denver West Parkway, Suite 250, Golden,
Colorado 80401

Telephone: 303.278.8464 Facsimile: 303.279.3772
Toll Free: 1.877.692.8182 email: atna@atna.com www.atna.com











INDEX TO

CONSOLIDATED FINANCIAL STATEMENTS



Consolidated Financial Statements



The following audited consolidated financial
statements have been prepared by Atna Resources Ltd. (the “Company”) pursuant to International Financial Reporting
Standards (“IFRS”). The consolidated financial statements have been prepared in United States dollars (“USD”,
or “$”), except for certain footnote disclosures that are reported in Canadian dollars (“CAD” or “C$”).



|Reports of Independent Registered Public Accounting Firm              | Page 3-4   
|--------------------------------------------------------------------- | -----------
|                                                                      |            
|Consolidated Balance Sheets                                           | Page 5     
|                                                                      |            
|Consolidated Statements of Operations and Comprehensive Income (Loss) | Page 6     
|                                                                      |            
|Consolidated Statement of Changes in Shareholders’ Equity             | Page 7     
|                                                                      |            
|Consolidated Statements of Cash Flows                                 | Pages 8-9  
|                                                                      |            
|Notes to the Annual Consolidated Financial Statements                 | Pages 10-39



2







INDEPENDENT AUDITORS’ REPORT



To the Board of Directors and Shareholders

Atna Resources Ltd.

Denver, Colorado



We have audited the accompanying consolidated
financial statements of Atna Resources Ltd. and Subsidiaries (the “Company”) which comprise the consolidated balance
sheets as of December 31, 2012 and 2011 and the related consolidated statements of operations and comprehensive income (loss),
changes in shareholders' equity, and cash flows for each of the years in the three year period ended December 31, 2012 and notes
comprised of significant accounting policies and other explanatory information.



Management’s Responsibility for
the Consolidated Financial Statements

Management is responsible for the preparation
and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards
as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary
to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud
or error.



Auditor’s Responsibility

Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally
accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free from material misstatement.



An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend
on our judgment, including the assessment of risks of material misstatement of the consolidated financial statements, whether
due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation
and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.



We believe that the audit evidence we
have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.



Opinion

In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Atna Resources Ltd. and Subsidiaries,
as of December 31, 2012 and 2011 and the results of its operations and its cash flows for each of the years in the three year
period ended December 31, 2012 in conformity with International Financial Reporting Standards as issued by the International Accounting
Standards Board.



Other Matter

We have also audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial
reporting as of December 31, 2012, based on the criteria established in Internal Control – Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 20, 2013 expressed an unqualified
opinion on the Company’s internal control over financial reporting.



EKS&H LLLP

March 20, 2013

Denver, Colorado



3







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Shareholders

Atna Resources Ltd.

Denver, Colorado



We have audited Atna Resources Ltd. and
Subsidiaries (the “Company”) internal control over financial reporting as of December 31, 2012, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). The Company’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit.



We conducted our audit in accordance with
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 over financial
reporting 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 by, or under the supervision of, the Company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management,
and other personnel 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 the inherent limitations of
internal control over financial reporting, including the possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may not be detected on a timely basis. 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, Atna Resources Ltd. and
Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31,
2012, based on criteria established in Internal Control-Integrated Framework issued by COSO.



We also have audited, in accordance with
Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets Atna Resources Ltd. and Subsidiaries as of December 31, 2012 and 2011 and the related consolidated
statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the
years in the three-year period ended December 31, 2012, and our report dated March 20, 2013 expressed an unqualified opinion
on those consolidated financial statements.



EKS&H LLLP



March 20, 2013

Denver, Colorado



4







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Reported in US Dollars

As of December 31



|                                                                                                                                                          |  | Notes |         |  | 2012 |   |             | 2011 | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- | ------- |  | ---- | - | ----------- | ---- | 
|ASSETS                                                                                                                                                    |  |       |         |  |      |   |             |      | 
|Current assets                                                                                                                                            |  |       |         |  |      |   |             |      | 
|Cash and cash equivalents                                                                                                                                 |  |       |         |  |      | $ | 19,342,900  |      | 
|Investments available-for-sale                                                                                                                            |  |       | 3       |  |      |   | 83,900      |      | 
|Gold inventories                                                                                                                                          |  |       | 4       |  |      |   | 19,714,900  |      | 
|Supply inventories                                                                                                                                        |  |       |         |  |      |   | 1,246,300   |      | 
|Prepaids and other current assets                                                                                                                         |  |       |         |  |      |   | 1,072,300   |      | 
|Total current assets                                                                                                                                      |  |       |         |  |      |   | 41,460,300  |      | 
|                                                                                                                                                          |  |       |         |  |      |   |             |      | 
|Non-current assets                                                                                                                                        |  |       |         |  |      |   |             |      | 
|Property, plant, mine development and mineral interests, net                                                                                              |  |       | 5       |  |      |   | 100,075,000 |      | 
|Restricted cash and marketable securities held in surety                                                                                                  |  |       | 6       |  |      |   | 4,964,400   |      | 
|Stripping activity assets, net                                                                                                                            |  |       | 7       |  |      |   | 3,334,600   |      | 
|Deferred income tax asset                                                                                                                                 |  |       | 13      |  |      |   | 10,327,500  |      | 
|Other non-current assets                                                                                                                                  |  |       |         |  |      |   | 22,900      |      | 
|                                                                                                                                                          |  |       |         |  |      |   |             |      | 
|Total assets                                                                                                                                              |  |       |         |  |      | $ | 160,184,700 |      | 
|                                                                                                                                                          |  |       |         |  |      |   |             |      | 
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                      |  |       |         |  |      |   |             |      | 
|Current liabilities                                                                                                                                       |  |       |         |  |      |   |             |      | 
|Accounts payable                                                                                                                                          |  |       |         |  |      | $ | 6,257,300   |      | 
|Derivative liabilities                                                                                                                                    |  |       | 8       |  |      |   | 1,733,500   |      | 
|Asset retirement obligations                                                                                                                              |  |       | 9       |  |      |   | 629,000     |      | 
|Notes payable                                                                                                                                             |  |       | 10 & 23 |  |      |   | 20,945,600  |      | 
|Gold bonds, net of discount                                                                                                                               |  |       | 12      |  |      |   | 3,494,800   |      | 
|Finance leases                                                                                                                                            |  |       | 11      |  |      |   | 1,064,900   |      | 
|Income taxes payable                                                                                                                                      |  |       | 13      |  |      |   | 10,100      |      | 
|Other current liabilities                                                                                                                                 |  |       |         |  |      |   | 896,100     |      | 
|Total current liabilities                                                                                                                                 |  |       |         |  |      |   | 35,031,300  |      | 
|                                                                                                                                                          |  |       |         |  |      |   |             |      | 
|Non-current liabilities                                                                                                                                   |  |       |         |  |      |   |             |      | 
|Notes payable                                                                                                                                             |  |       | 10      |  |      |   | 1,565,700   |      | 
|Derivative liabilities                                                                                                                                    |  |       | 8       |  |      |   | -           |      | 
|Gold bonds, net of discount                                                                                                                               |  |       | 12      |  |      |   | -           |      | 
|Finance leases                                                                                                                                            |  |       | 11      |  |      |   | 2,266,000   |      | 
|Asset retirement obligations                                                                                                                              |  |       | 9       |  |      |   | 3,953,200   |      | 
|Total liabilities                                                                                                                                         |  |       |         |  |      |   | 42,816,200  |      | 
|                                                                                                                                                          |  |       |         |  |      |   |             |      | 
|Commitments and Contingencies                                                                                                                             |  |       | 14      |  |      |   |             |      | 
|                                                                                                                                                          |  |       |         |  |      |   |             |      | 
|Shareholders' equity                                                                                                                                      |  |       |         |  |      |   |             |      | 
|Share capital (no par value) unlimited shares authorized; issued and outstanding:  144,989,922 at December 31, 2012, and 117,374,643 at December 31, 2011 |  |       | 15      |  |      |   | 126,791,100 |      | 
|Contributed surplus                                                                                                                                       |  |       |         |  |      |   | 6,637,500   |      | 
|Deficit                                                                                                                                                   |  |       |         |  |      |   | (16,142,200 | )    | 
|Accumulated other comprehensive gain                                                                                                                      |  |       |         |  |      |   | 82,100      |      | 
|Total shareholders' equity                                                                                                                                |  |       |         |  |      |   | 117,368,500 |      | 
|                                                                                                                                                          |  |       |         |  |      |   |             |      | 
|Total liabilities and shareholders' equity                                                                                                                |  |       |         |  |      | $ | 160,184,700 |      | 



On behalf of the Board of Directors:



|/s/ David K. Fagin                   |  | /s/ David H. Watkins      
|------------------------------------ |  | --------------------------
|David K. Fagin, Independent Director |  | David H. Watkins, Chairman



The accompanying notes are an integral part of these consolidated
financial statements.



5







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)

Reported in US Dollars

For the Years Ended December 31



|                                                                           |  | Notes |    |  | 2012 |   |             | 2011 |  |   | 2010        |  
|-------------------------------------------------------------------------- |  | ----- | -- |  | ---- | - | ----------- | ---- |  | - | ----------- | -
|REVENUE                                                                    |  |       |    |  |      |   |             |      |  |   |             |  
|Gold and by-product sales                                                  |  |       |    |  |      | $ | 59,763,300  |      |  | $ | 51,755,400  |  
|                                                                           |  |       |    |  |      |   |             |      |  |   |             |  
|EXPENSES (RECOVERIES)                                                      |  |       |    |  |      |   |             |      |  |   |             |  
|Cost of sales, excluding depreciation                                      |  |       | 18 |  |      |   | 35,485,600  |      |  |   | 29,982,900  |  
|Depreciation and amortization, cost of sales                               |  |       | 18 |  |      |   | 8,095,100   |      |  |   | 7,655,600   |  
|General and administrative                                                 |  |       |    |  |      |   | 4,834,000   |      |  |   | 4,457,900   |  
|Exploration                                                                |  |       | 2  |  |      |   | 1,733,300   |      |  |   | 634,900     |  
|Depreciation - G&A only                                                    |  |       |    |  |      |   | 68,700      |      |  |   | 113,200     |  
|Provision for site restoration                                             |  |       |    |  |      |   | 392,800     |      |  |   | (136,500    | )
|Subtotal operating expense                                                 |  |       |    |  |      |   | 50,609,500  |      |  |   | 42,708,000  |  
|                                                                           |  |       |    |  |      |   |             |      |  |   |             |  
|Operating profit (loss)                                                    |  |       |    |  |      |   | 9,153,800   |      |  |   | 9,047,400   |  
|                                                                           |  |       |    |  |      |   |             |      |  |   |             |  
|OTHER (EXPENSE) INCOME                                                     |  |       |    |  |      |   |             |      |  |   |             |  
|Interest income                                                            |  |       |    |  |      |   | 14,100      |      |  |   | 29,000      |  
|Interest expense                                                           |  |       |    |  |      |   | (1,324,800  | )    |  |   | (2,290,200  | )
|Realized loss on derivatives                                               |  |       | 8  |  |      |   | (1,865,300  | )    |  |   | (1,545,100  | )
|Unrealized gain (loss) on derivatives                                      |  |       | 8  |  |      |   | 1,111,700   |      |  |   | (313,500    | )
|(Loss) gain on asset disposals                                             |  |       | 22 |  |      |   | (352,400    | )    |  |   | 589,500     |  
|Gain (loss) on sale of investments available-for-sale                      |  |       |    |  |      |   | 87,900      |      |  |   | 205,800     |  
|Other income                                                               |  |       | 22 |  |      |   | 254,600     |      |  |   | 266,800     |  
|Subtotal other expense                                                     |  |       |    |  |      |   | (2,074,200  | )    |  |   | (3,057,700  | )
|Income (loss) before income tax                                            |  |       |    |  |      |   | 7,079,600   |      |  |   | 5,989,700   |  
|                                                                           |  |       |    |  |      |   |             |      |  |   |             |  
|Income tax (expense) benefit                                               |  |       | 13 |  |      |   | (193,600    | )    |  |   | 9,094,700   |  
|Net income (loss)                                                          |  |       |    |  |      | $ | 6,886,000   |      |  | $ | 15,084,400  |  
|                                                                           |  |       |    |  |      |   |             |      |  |   |             |  
|COMPREHENSIVE INCOME (LOSS)                                                |  |       |    |  |      |   |             |      |  |   |             |  
|Unrealized (loss) gain on translating the financials of foreign operations |  |       |    |  |      |   | (424,400    | )    |  |   | 649,400     |  
|Unrealized (loss) on investments available-for-sale                        |  |       | 3  |  |      |   | (46,200     | )    |  |   | (17,500     | )
|Reclassification adjustment for gains included in net income (loss)        |  |       |    |  |      |   | 10,500      |      |  |   | -           |  
|Other comprehensive income (loss)                                          |  |       |    |  |      |   | (460,100    | )    |  |   | 631,900     |  
|                                                                           |  |       |    |  |      |   |             |      |  |   |             |  
|Comprehensive income (loss)                                                |  |       |    |  |      | $ | 6,425,900   |      |  | $ | 15,716,300  |  
|                                                                           |  |       |    |  |      |   |             |      |  |   |             |  
|EARNINGS (LOSS) PER SHARE                                                  |  |       |    |  |      |   |             |      |  |   |             |  
|Basic income per share                                                     |  |       | 19 |  |      | $ | 0.05        |      |  | $ | 0.14        |  
|Diluted income per share                                                   |  |       | 19 |  |      | $ | 0.05        |      |  | $ | 0.14        |  
|                                                                           |  |       |    |  |      |   |             |      |  |   |             |  
|Basic weighted-average shares outstanding                                  |  |       |    |  |      |   | 126,994,021 |      |  |   | 106,033,977 |  
|Effect of dilutive securities:                                             |  |       |    |  |      |   |             |      |  |   |             |  
|Stock options, convertible debentures, and warrants                        |  |       |    |  |      |   | 4,840,570   |      |  |   | 885,959     |  
|                                                                           |  |       |    |  |      |   |             |      |  |   |             |  
|Diluted weighted-average shares outstanding                                |  |       |    |  |      |   | 131,834,591 |      |  |   | 106,919,936 |  



The accompanying notes are an integral part of these consolidated
financial statements.



6







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Reported in US Dollars

For the Years Ended December 31







|                                                                            |  | Share
    Capital |                                                                 |  |        |   |             |         |  |   | AccumulatedOther |   |  | Total           |          
|--------------------------------------------------------------------------- |  | ----------------- | --------------------------------------------------------------- |  | ------ | - | ----------- | ------- |  | - | ---------------- | - |  | --------------- | ---------
|                                                                            |  | Number
    of     |                                                                 |  |        |   |             |         |  |   | Contributed      |   |  | Comprehensive   |          
|                                                                            |  | Shares            |                                                                 |  | Amount |   |             | Deficit |  |   | Surplus          |   |  | Gain
    (Loss) |          
|                                                                            |  |                   |                                                                 |  |        |   |             |         |  |   |                  |   |  |                 |          
|Balances,
    December 31, 2009                                             |  |                   | 83,291,100                                                      |  |        | $ | 83,583,000  |         |  | $ | (32,220,700      | ) |  | $               | 2,809,900
|Share-based
    compensation                                                |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | 518,200  
|Exercise
    of stock options                                               |  |                   | 247,700                                                         |  |        |   | 161,600     |         |  |   | -                |   |  |                 | (59,800  
|Equity
    issued as financing, net                                         |  |                   | 15,352,500                                                      |  |        |   | 7,184,600   |         |  |   | -                |   |  |                 | 1,108,300
|Unrealized
    loss on available for sale securities                        |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | -        
|Reclassification
    adjustment for gains included in net (loss) income     |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | -        
|Debentures
    converted into shares                                        |  |                   | 111,100                                                         |  |        |   | 48,500      |         |  |   | -                |   |  |                 | (15,400  
|Foreign
    exchange loss                                                   |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | -        
|Net
    loss                                                                |  |                   | -                                                               |  |        |   | -           |         |  |   | (5,891,900       | ) |  |                 | -        
|                                                                            |  |                   |                                                                 |  |        |   |             |         |  |   |                  |   |  |                 |          
|Balances,
    December 31, 2010                                             |  |                   | 99,002,400                                                      |  |        | $ | 90,977,700  |         |  | $ | (38,112,600      | ) |  | $               | 4,361,200
|                                                                            |  |                   |                                                                 |  |        |   |             |         |  |   |                  |   |  |                 |          
|Share-based
    compensation                                                |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | 754,300  
|Exercise
    of stock options                                               |  |                   | 134,800                                                         |  |        |   | 74,900      |         |  |   | -                |   |  |                 | -        
|Options
    converted into cash                                             |  |                   | -                                                               |  |        |   | 38,400      |         |  |   | -                |   |  |                 | (38,400  
|Unrealized
    loss on available for sale securities                        |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | -        
|Debentures
    converted into shares (Note 15)                              |  |                   | 2,000,000                                                       |  |        |   | 1,025,000   |         |  |   | -                |   |  |                 | (86,600  
|Shares
    issued for Pinson purchase (Note 15)                             |  |                   | 15,000,000                                                      |  |        |   | 11,333,500  |         |  |   | -                |   |  |                 | -        
|Shares
    issued for debt financing (Note 15)                              |  |                   | 1,049,100                                                       |  |        |   | 714,700     |         |  |   | -                |   |  |                 | -        
|Shares
    issued for warrants exercised                                    |  |                   | 188,300                                                         |  |        |   | 122,900     |         |  |   | -                |   |  |                 | -        
|Foreign
    exchange gain                                                   |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | -        
|Net
    income                                                              |  |                   | -                                                               |  |        |   | -           |         |  |   | 15,084,400       |   |  |                 | -        
|                                                                            |  |                   |                                                                 |  |        |   |             |         |  |   |                  |   |  |                 |          
|Balances,
    December 31, 2011                                             |  |                   | 117,374,600                                                     |  |        | $ | 104,287,100 |         |  | $ | (23,028,200      | ) |  | $               | 4,990,500
|                                                                            |  |                   |                                                                 |  |        |   |             |         |  |   |                  |   |  |                 |          
|Share-based
    compensation                                                |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | 922,400  
|Exercise
    of stock options                                               |  |                   | 1,286,800                                                       |  |        |   | 1,058,900   |         |  |   | -                |   |  |                 | (721,400 
|Unrealized
    loss on available for sale securities                        |  |                   | -
                                                            - |  |        |   | -           |         |  |   | -                |   |  |                 | -        
|Reclassification
    adjustment for gains included in net (loss) income     |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | -        
|Shares
    issued to Sprott for extension of debt financing terms (Note 15) |  |                   | -618,600                                                        |  |        |   | -600,500    |         |  |   | -                |   |  |                 | -        
|Shares
    issued for warrants exercised (Note 15)                          |  |                   | 8,459,900                                                       |  |        |   | 4,849,200   |         |  |   | -                |   |  |                 | 1,110,900
|Equity
    issued as financing, net (Note 15)                               |  |                   | 17,250,000                                                      |  |        |   | 15,995,400  |         |  |   | -                |   |  |                 | 335,100  
|Foreign
    exchange loss                                                   |  |                   | -                                                               |  |        |   | -           |         |  |   | -                |   |  |                 | -        
|Net
    income                                                              |  |                   | -                                                               |  |        |   | -           |         |  |   | 6,886,000        |   |  |                 | -        
|                                                                            |  |                   |                                                                 |  |        |   |             |         |  |   |                  |   |  |                 |          
|Balances,
    December 31, 2012                                             |  |                   | 144,989,900                                                     |  |        | $ | 126,791,100 |         |  | $ | (16,142,200      | ) |  | $               | 6,637,500



The accompanying notes are an integral part of these consolidated
financial statements.



7







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Reported in US Dollars

For the Years Ended December 31



|                                                                                                                        |  | Notes |    |  | 2012 |   |             | 2011 |  |   | 2010        |  
|----------------------------------------------------------------------------------------------------------------------- |  | ----- | -- |  | ---- | - | ----------- | ---- |  | - | ----------- | -
|Cash flows from operating activities:                                                                                   |  |       |    |  |      |   |             |      |  |   |             |  
|Net  income (loss)                                                                                                      |  |       |    |  |      | $ | 6,886,000   |      |  | $ | 15,084,400  |  
|Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by (used in) operating activities: |  |       |    |  |      |   |             |      |  |   |             |  
|Depreciation - G&A                                                                                                      |  |       |    |  |      |   | 68,700      |      |  |   | 113,200     |  
|Depreciation and amortization - cost of sales                                                                           |  |       | 18 |  |      |   | 8,095,100   |      |  |   | 7,548,700   |  
|Amortization of gold bond discount                                                                                      |  |       | 12 |  |      |   | 338,600     |      |  |   | 547,100     |  
|Unrealized (gain) loss gain on derivatives                                                                              |  |       | 8  |  |      |   | (1,111,700  | )    |  |   | 313,500     |  
|(Gain) loss on sales of investments available-for-sale                                                                  |  |       |    |  |      |   | (87,900     | )    |  |   | (205,800    | )
|Loss (gain) on asset disposals and exchanges                                                                            |  |       |    |  |      |   | 352,400     |      |  |   | (581,300    | )
|Deferred income tax benefit                                                                                             |  |       |    |  |      |   | 95,500      |      |  |   | (9,467,000  | )
|Income from insurance settlement reclassified to investing activities                                                   |  |       | 22 |  |      |   | (251,800    | )    |  |   | -           |  
|Share-based compensation expense                                                                                        |  |       | 16 |  |      |   | 922,400     |      |  |   | 754,300     |  
|Provision for asset retirement obligation                                                                               |  |       | 9  |  |      |   | 392,800     |      |  |   | (136,500    | )
|Accretion of asset retirement obligation                                                                                |  |       | 9  |  |      |   | 375,100     |      |  |   | 433,200     |  
|Changes in operating assets and liabilities:                                                                            |  |       |    |  |      |   |             |      |  |   |             |  
|Increase in inventories                                                                                                 |  |       |    |  |      |   | (4,001,000  | )    |  |   | (2,644,600  | )
|Decrease in prepaid and other assets                                                                                    |  |       |    |  |      |   | 2,807,500   |      |  |   | 2,426,400   |  
|(Decrease) increase in accounts payable and accrued liabilities                                                         |  |       |    |  |      |   | (118,600    | )    |  |   | 1,786,000   |  
|Decrease in asset retirement obligations                                                                                |  |       | 9  |  |      |   | (1,172,600  | )    |  |   | (472,900    | )
|Total adjustments                                                                                                       |  |       |    |  |      |   | 6,704,500   |      |  |   | 414,300     |  
|                                                                                                                        |  |       |    |  |      |   |             |      |  |   |             |  
|Net cash and cash equivalents provided by (used in) operating activities                                                |  |       |    |  |      |   | 13,590,500  |      |  |   | 15,498,700  |  
|                                                                                                                        |  |       |    |  |      |   |             |      |  |   |             |  
|Cash flows from investing activities:                                                                                   |  |       |    |  |      |   |             |      |  |   |             |  
|Purchases and development of property and equipment                                                                     |  |       |    |  |      |   | (21,705,700 | )    |  |   | (9,929,500  | )
|Capitalized loan interest                                                                                               |  |       |    |  |      |   | (2,161,400  | )    |  |   | (700,100    | )
|Preproduction gold sales                                                                                                |  |       |    |  |      |   | 1,353,100   |      |  |   | -           |  
|Additions of stripping activity assets                                                                                  |  |       |    |  |      |   | (540,500    | )    |  |   | (4,033,900  | )
|Pinson purchase price                                                                                                   |  |       | 20 |  |      |   | -           |      |  |   | (15,000,000 | )
|Proceeds from insurance settlement                                                                                      |  |       | 22 |  |      |   | 435,800     |      |  |   | -           |  
|Decrease (increase) in restricted cash                                                                                  |  |       | 6  |  |      |   | 391,000     |      |  |   | (686,700    | )
|Proceeds from sale of investments available-for-sale                                                                    |  |       |    |  |      |   | 833,600     |      |  |   | 465,600     |  
|Proceeds from sale of property and equipment                                                                            |  |       |    |  |      |   | 135,800     |      |  |   | 471,500     |  
|Net cash and cash equivalents used in investing activities                                                              |  |       |    |  |      |   | (21,258,300 | )    |  |   | (29,413,100 | )
|                                                                                                                        |  |       |    |  |      |   |             |      |  |   |             |  
|Cash flows from financing activities:                                                                                   |  |       |    |  |      |   |             |      |  |   |             |  
|Options exercised                                                                                                       |  |       |    |  |      |   | 337,400     |      |  |   | 74,900      |  
|Warrants exercised                                                                                                      |  |       |    |  |      |   | 5,960,100   |      |  |   | 122,900     |  
|Issuance of equity, net of transaction costs                                                                            |  |       |    |  |      |   | 16,330,500  |      |  |   | -           |  
|Loan funding net of lender's fee                                                                                        |  |       |    |  |      |   | -           |      |  |   | 20,098,900  |  
|Repayments of notes payable                                                                                             |  |       | 10 |  |      |   | (1,083,100  | )    |  |   | (1,946,000  | )
|Repayments of gold bonds                                                                                                |  |       | 12 |  |      |   | (3,625,000  | )    |  |   | (3,625,000  | )
|Repayments of finance lease obligations                                                                                 |  |       | 11 |  |      |   | (865,800    | )    |  |   | (418,400    | )
|                                                                                                                        |  |       |    |  |      |   |             |      |  |   |             |  
|Net cash and cash equivalents provided by financing activities                                                          |  |       |    |  |      |   | 17,054,100  |      |  |   | 14,307,300  |  
|                                                                                                                        |  |       |    |  |      |   |             |      |  |   |             |  
|Effect of exchange rate changes on cash and cash equivalents                                                            |  |       |    |  |      |   | (6,500      | )    |  |   | (23,000     | )
|Net increase (decrease)  in cash and cash equivalents                                                                   |  |       |    |  |      |   | 9,379,800   |      |  |   | 369,900     |  
|Cash and cash equivalents, beginning of period                                                                          |  |       |    |  |      |   | 9,963,100   |      |  |   | 9,593,200   |  
|                                                                                                                        |  |       |    |  |      |   |             |      |  |   |             |  
|Cash and cash equivalents, end of period                                                                                |  |       |    |  |      | $ | 19,342,900  |      |  | $ | 9,963,100   |  



The accompanying notes are an integral part of these consolidated
financial statements.



8







ATNA RESOURCES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

Reported in US Dollars

For the Years Ended December 31



|                                                   |                                                                         |  | 2012 |           |  | 2011 |   |            | 2010 | 
|-------------------------------------------------- | ----------------------------------------------------------------------- |  | ---- | --------- |  | ---- | - | ---------- | ---- | 
|Supplemental disclosures of cash flow information: |                                                                         |  |      |           |  |      |   |            |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|1.                                                 | Interest paid                                                           |  | $    | 2,772,500 |  |      | $ | 2,010,200  |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|Supplemental disclosures of noncash activity:      |                                                                         |  |      |           |  |      |   |            |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|1.                                                 | Capitalized leases for mining equipment                                 |  | $    | 1,719,400 |  |      | $ | 2,036,200  |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|2.                                                 | Notes payable for mining equipment                                      |  | $    | 1,527,600 |  |      | $ | -          |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|3.                                                 | Komatsu capitalized leases refinanced (reduction of capitalized leases) |  | $    | -         |  |      | $ | -          |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|4.                                                 | Komatsu capitalized leases refinanced as notes payable                  |  | $    | -         |  |      | $ | -          |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|5.                                                 | Marketable securities received for option payments and property         |  | $    | 144,900   |  |      | $ | 615,700    |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|6.                                                 | Depreciation processed through inventory                                |  | $    | 8,095,100 |  |      | $ | 7,548,700  |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|7.                                                 | Amortized Sprott debt-transaction-cost recorded in capitalized interest |  | $    | 764,600   |  |      | $ | 383,400    |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|8.                                                 | Issued shares for exercise of options                                   |  | $    | 721,400   |  |      | $ | 30,700     |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|9.                                                 | Issued 15,000,000 shares for purchase of Pinson                         |  | $    | -         |  |      | $ | 11,333,500 |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|10.                                                | Issued shares converted from debentures                                 |  | $    | -         |  |      | $ | 938,400    |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|11.                                                | Issued 1,049,119 shares for Sprott credit agreement                     |  | $    | -         |  |      | $ | 714,700    |      | 
|                                                   |                                                                         |  |      |           |  |      |   |            |      | 
|12.                                                | Issued 618,556 shares for Sprott extension of credit agreement          |  | $    | 600,500   |  |      | $ | -          |      | 



The accompanying notes are an integral part of these consolidated
financial statements.



9







ATNA RESOURCES LTD.

NOTES TO THE ANNUAL CONSOLIDATED FINANCIAL
STATEMENTS



| | 1. | Nature of operations:
| | -- | ---------------------



Atna Resources Ltd. was incorporated in
British Columbia in 1984. The corporate-management office is located in Golden, Colorado. References to “Atna Resources,”
“Atna,” and the “Company,” all mean Atna Resources Ltd. inclusive of all the wholly-owned and majority-owned
subsidiaries of Atna Resources Ltd., or any one or more of them, as the context requires.



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



The Company is presently operating one
gold mine, Briggs, and using the cash flows from this mine to develop the Company’s other gold properties. Briggs is located
in southeastern California and commenced gold production in July 2009. Briggs produced and sold approximately 35,700 ounces
of gold during 2012, at an average gold price of $1,667 per ounce. As of December 31, 2012, the Company had net working capital
(current assets less current liabilities) of $14.3 million.



Development efforts in 2012 were principally
focused on the underground mine at Pinson where the Company began mining gold ore in August 2012. Development, construction, and
ramp-up are continuing at this time. The Pinson project will transition from being a development project to an operating mine
upon attaining commercial production levels. Pinson is located near Winnemucca, in Humboldt County, Nevada.



Development at the Reward gold mine, a
permitted mine site near Beatty, Nevada, is continuing. A Phase I drilling program was completed in March 2013 at Reward to provide
additional information for initial pit design and to ensure that the ore zones do not extend under the planned plant and leach
pad construction areas. The Company’s strategy is to sequentially develop mining properties, commencing with construction
of the Reward mine once Pinson has achieved positive cash flow and the cash generated from both Briggs and Pinson has first been
used to strengthen Atna’s balance sheet.



A study to determine the economic feasibility
of developing an open pit mine adjacent to the Pinson-underground mine began in late 2012 and is continuing. This study will determine
whether to commence the permitting process for development of a new Pinson open pit mine.



Metallurgical-sample drilling, environmental
assessment studies and other data collection were completed in 2012 at the Columbia gold project located near Lincoln, in Lewis
and Clark County, Montana. Additional work to determine the feasibility of the Columbia gold project will be required.



The Kendall Mine (“Kendall”),
located near Lewistown, Montana, is in the final stage of reclamation and closure activities. Remaining closure activities principally
involve completion of a final-closure Environmental Impact Study, the process having been agreed upon in April 2012. Final earthwork
was completed at the site in the third quarter 2012 with the placement of top soil over former leach-pad areas. Ongoing work consists
of the monitoring and treatment of water.



10







| | 2. | Accounting policies:
| | -- | --------------------



Statement of compliance



These consolidated financial statements
have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations as
issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved
for issue on March 19, 2013, by the Board of Directors.



Consolidation principles



The Company’s consolidated financial
statements include the accounts of Atna and its consolidated subsidiaries. Atna’s wholly-owned subsidiaries are: Canyon
Resources Corporation (“Canyon”); Atna Resources, Inc. (“Pinson”); CR Briggs Corporation (“Briggs”);
CR Reward Corporation (“Reward”); CR Kendall Corporation (“Kendall”); Canyon Resources (Jersey) Inc.;
Horizon Wyoming Uranium Inc., and CR Montana Corporation. All intercompany balances and transactions have been eliminated in the
consolidated financial statements. The Company consolidates subsidiaries where it has control. Control is achieved when the Company
has the ability to exercise significant control over the decisions of the entity through voting rights or other agreements.



Joint Arrangements:A joint arrangement
is a business agreement between parties to develop or operate a specific project or business for the mutual benefit of the parties;
sharing in investments, profits, and risks. The parties to the joint arrangement exercise joint control, based on the terms of
the agreement, over the entity (a “joint venture”) or over assets and obligations (a “joint operation”).
Joint ventures are accounted for using the equity method of accounting. Joint operations recognize assets, liabilities, revenues
and expenses in relation to their interests in the joint operation.



Segment Reporting



The Company currently operates as one
business segment. Management currently makes strategic decisions based on the consolidated results of the Company. The Company
has one operating mine which provides the bulk of the operating cash flows for sustaining the Company’s other operations.
Should the Company establish multiple operating mines in commercial production, it is anticipated each mining operation will form
a separate reporting segment.



Management estimates, assumptions,
and judgments



Certain amounts included in or affecting
the Company’s consolidated financial statements and related disclosures must be estimated, requiring that certain assumptions
and judgments be made with respect to values or conditions that cannot be determined with certainty at the time that the consolidated
financial statements are prepared. Therefore, the reported amounts of the Company’s consolidated assets and liabilities,
revenues and expenses, and associated disclosures with respect to contingent assets and obligations are necessarily affected by
these estimates.



The Company evaluates these estimates
on an ongoing basis, utilizing historical experience, consultation with experts, and other methods considered reasonable in the
particular circumstances. Nevertheless, actual results may differ significantly from the Company’s estimates. The more significant
areas requiring the use of management estimates and assumptions relate to mineral reserves that are the basis for future cash
flow estimates and units-of-production amortization; determination of deferred stripping costs related to development and production;
completion of technical and feasibility studies; cash flow estimates; the recoverability and timing of gold production from the
heap leach process affecting gold inventories; the collectability and timing of payments by third parties on the value of ores
or gold sold; environmental, reclamation and closure obligations; asset impairments, or the lack thereof; fair value of share-based
compensation; fair value of financial instruments and nonmonetary transactions; and future profitability affecting deferred tax
assets and liabilities.



11







Judgment is exercised in the process of
applying the Company’s accounting policies and in determining what would have a significant impact upon the financial statements.
Judgments include: classification of leases as finance or operating, classification of financial instruments, timing of revenue
recognition, timing of attainment of commercial production levels, the probability of benefits from exploration or development
activities, whether a triggering event has occurred indicating possible impairment of an asset, and the probability of contingencies.



Prior period reclassifications



Certain prior period items have been reclassified
in the consolidated financial statements to conform to the current presentation. “Supply Inventories” are presented
separately as a current asset whereas they were previously included in “Prepaids and other current assets”. “Additions
of stripping activity assets” was reclassified from “Decrease (increase) in prepaid and other assets” within
the operating activities section of the Consolidated Statements of Cash Flows to the investing activities section.



Cash and cash equivalents



Cash and cash equivalents include cash
and highly liquid investments with a maturity of three months or less at the date of acquisition. Carrying amounts approximate
fair value based on the short-term maturity of the instruments.



Inventories



Inventory includes recoverable and payable
gold in stockpiled ores, in ores being processed on a leach pad, in the Briggs processing plant, at third-party processing plants,
and at a third-party refinery. The Company’s inventories are recorded at the lower of weighted average cost or net realizable
value. The weighted average cost of all gold inventories include direct production costs, applicable overhead and depreciation,
depletion and amortization incurred to bring the gold to its current point in the production cycle. General and administrative
costs for the corporate office are not included in inventory. Adjustments to net realizable value are reported in current period
costs. Write-downs of inventory on hand are reversed in the event that there is a subsequent increase in net realizable value.



Recoverable gold ounces are calculated
by multiplying the estimated future recovery-rate by the contained ounces of gold. When inventory is to be processed by a third-party,
payable gold ounces are calculated by multiplying the estimated future payable-rate by the contained ounces of gold. The payable-rate
is the contractual percentage of gold due the Company from the processor, net of any recovery-loss and net of any contractual
retention due to the processor.



Ore stockpiled - Briggs represents mined
gold ore that is awaiting processing. Ore stockpiled – Pinson represents gold ore that has been extracted from the mine
and is awaiting third-party processing or sale. Gold ore that is currently being treated on a leach pad and in processing plants
represents in-process inventory. Doré bars at processing plants and refineries and refined gold represent additional finished
goods inventory. Contained recoverable and payable gold ounces are saleable as ore, doré, or refined gold, and in all cases
are removed from inventory when title passes to a buyer.



Materials and supplies inventories consist
mostly of equipment parts, fuel, lubricants, and reagents to be consumed in mining and ore processing activities. Materials and
supplies inventories are presented separately within current assets.



12







Exploration expenditures



The following schedule provides details
of the Company’s exploration expenditures for the periods ended

December 31:



|                                                                      |  | Twelve months ended |          
|--------------------------------------------------------------------- |  | ------------------- | ---------
|                                                                      |  | 2012                |          
|Exploration expenditures:                                             |  |                     |          
|Briggs                                                                |  | $                   | 748,800  
|Pinson                                                                |  |                     | 366,900  
|Reward                                                                |  |                     | 381,800  
|Columbia                                                              |  |                     | 669,100  
|Clover                                                                |  |                     | -        
|Other                                                                 |  |                     | (11,600  
|Total exploration expenditures                                        |  |                     | 2,155,000
|                                                                      |  |                     |          
|Less: Capitalized Briggs and Reward drilling and related expenditures |  |                     | 421,700  
|                                                                      |  |                     |          
|Exploration expense on statement of operations                        |  | $                   | 1,733,300



Expensed exploration expenditures relate
to the costs of locating, defining and evaluating projects that may develop into mineral resources. Exploration activities generally
include prospecting, sampling, mapping, drilling, land holding costs and other work related to the search for mineralized material.



Exploration expenditures are expensed
unless management determines that the expenditures have a reasonable probability of producing future economic benefits. The portions
of acquisition, drilling and assessment costs to develop mineral resources and reserves that have been determined to have future
economic benefits are classified as development costs and capitalized. Such capitalized development costs include: infill drilling
and sampling; detailed geological and geo-statistical modeling; and feasibility studies. Capitalized exploration expenditures
are classified as investing activities in the statement of cash flows.



Capitalized development costs



Costs incurred to prepare a property for
production that are probable of having future economic benefits are capitalized as development. When a new mine is developed and
first commences operations, operating costs and any revenues are also capitalized as development until commercial production levels
are achieved. “Commercial production” is determined by the unique nature of each mine and is impacted by the complexity
of the project, whether the mine is operating in the manner intended by management, the percentage of capacity achieved, the ability
to sustain ongoing production, whether the mine is economically self-sustaining, and many other factors. Costs incurred to construct
tangible assets are capitalized within property, plant and equipment.



Development, including deferred stripping
for an open pit mine and primary ramp and access development in an underground mine, is depreciated using the units-of-production
(“UOP”) method. Development assets are depreciated over the tons of ore mined relative to the tons or ore reserves
or over the ounces of gold produced relative to the recoverable ounces of gold reserves, as deemed most appropriate in the circumstances.
Depreciation does not commence until commercial production is achieved by the related mining asset.



13







Deferred Stripping Costs for Open Pit
Mines:The costs of removing barren waste rock during the pre-production phase of mine development are considered development
costs. Pre-production stripping costs are capitalized in property, plant, mine development and mineral interests. Related cash
flows are included in investing activities.



Stripping Activity Assets for Open
Pit Mines: The costs of removing barren waste rock during the production phase of mining are included in the costs of inventory
produced in the period in which they are incurred, except when three conditions are met: (1) it is probable that the stripping
activity will have a future economic benefit, (2) the component of an ore body for which access has been improved has been identified,
and (3) the costs related to the improved access to that component can be measured reliably. Costs meeting these three criteria
are capitalized as “stripping activity assets.” Stripping activity assets are amortized using the UOP method, based
on the estimated ore tons contained in the newly benefited area. This amortization of stripping activity assets is assigned to
inventory and flows though cost of sales as a cash operating cost as the inventory is reduced. Cash flows related to stripping
activity assets are included in investing activities.



Impairment evaluations



Producing mines, property costs, capitalized
exploration, intangible assets and any other significant non-financial assets are tested for impairment when events or changes
in circumstances indicate that the carrying amount may not be fully recoverable. The assets are grouped at the lowest levels of
separately identifiable cash flows (cash generating unit, “CGU”) for measuring recoverable amounts. The recoverable
amount is the higher of an asset’s fair value less selling costs and value-in-use. The value-in-use is the present value
of the expected future cash flows of the CGU. Impairment is recognized in the statement of operations for the amount that the
asset’s carrying amount exceeds its recoverable amount. Impairments are reversed if the conditions that gave rise to the
impairment are no longer present and the assets are no longer impaired as a result. The Company determined that there was no impairment
or reversal of impairments of assets at December 31, 2012 or 2011.



Non-current liabilities



Long-term debt instruments are recorded
at amortized cost, net of debt issuance costs incurred and net of amortization of these issuance costs. Debt issuance costs are
deferred and amortized using the effective interest rate method.



Asset retirement obligations



Asset retirement obligations (“AROs”)
are recognized at the time of environmental disturbance in amounts equal to the discounted value of expected future reclamation
cash outflows. The discount rate is updated annually at the reporting date to an estimated current market-based rate considering
the timing and risks specific to the liability. The estimated future costs are based primarily upon existing environmental and
regulatory requirements of the various jurisdictions in which we operate. Cash expenditures for environmental remediation and
closure are charged as incurred against the liability. When the liability is increased, an asset is also recognized if the related
disturbances have a future benefit. If the liability is increased for a property that is already closed or if the related disturbance
is not expected to have a future benefit, an expense provision is recognized. If the liability is decreased for a property that
is already closed or for a property that has been fully depreciated, then an income recovery provision is recognized.



14







Financial instruments



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



The three levels of the fair value hierarchy
are:

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

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

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



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



|                                         |  |                      |  |       |     |  | 2012       |   |            | 2011     | 
|---------------------------------------- |  | -------------------- |  | ----- | --- |  | ---------- | - | ---------- | -------- | 
|                                         |  |                      |  |       |     |  | Estimated  |   |            | Carrying | 
|                                         |  | Category             |  | Level |     |  | Fair Value |   |            | Value    | 
|                                         |  |                      |  |       |     |  |            |   |            |          | 
|Financial assets:                        |  |                      |  |       |     |  |            |   |            |          | 
|Cash and cash equivalents                |  | Available-for-sale   |  |       | N/A |  |            | $ | 19,342,900 |          | 
|Restricted cash                          |  | Loans and receivable |  |       | 1   |  |            |   | 4,964,400  |          | 
|Investments                              |  | Available-for-sale   |  |       | 1   |  |            |   | 83,900     |          | 
|Total financial assets                   |  |                      |  |       |     |  |            | $ | 24,391,200 |          | 
|                                         |  |                      |  |       |     |  |            |   |            |          | 
|Financial liabilities:                   |  |                      |  |       |     |  |            |   |            |          | 
|Accounts payable and accrued liabilities |  | At amortized cost    |  |       | N/A |  |            | $ | 7,153,400  |          | 
|Derivative liabilities                   |  | Held-for-trading     |  |       | 2   |  |            |   | 1,733,500  |          | 
|Notes payable                            |  | At amortized cost    |  |       | 2   |  |            |   | 22,511,300 |          | 
|Gold bonds, net of discount              |  | At amortized cost    |  |       | 2   |  |            |   | 3,494,800  |          | 
|Finance leases                           |  | At amortized cost    |  |       | N/A |  |            |   | 3,330,900  |          | 
|Total financial liabilities              |  |                      |  |       |     |  |            | $ | 38,223,900 |          | 



The value of warrants issued by the Company
is a non-recurring fair value estimate determined using Level 3 inputs. The brokers’ warrants issued in 2012 were determined
to have a fair value of C$0.3 million using a Black-Scholes model and based on the Company’s share price at issuance, an
expected life of 1.5 years, expected volatility of 55 percent, and a risk-free rate of 0.22 percent.



The following table presents the Company’s
nonfinancial liabilities that were measured at fair value on a recurring basis by level within the fair value hierarchy as of
December 31:



|                             |  | 2012    |   |  | 2011    |  
|---------------------------- |  | ------- | - |  | ------- | -
|                             |  | Level 1 |   |  | Level 2 |  
|                             |  |         |   |  |         |  
|Liabilities:                 |  |         |   |  |         |  
|Asset retirement obligations |  | $       | - |  |         | $



The Company uses estimated amounts and
timing for expected future reclamation costs, the current market-based discount rate in consideration of the risks specific to
the liability, and estimated future inflation to determine AROs. Accordingly, the ARO fair value is based on unobservable pricing
inputs and is included with the Level 3 fair value hierarchy. There were no Level 1 or Level 2 fair value estimates. See Note
9 for additional information and the ARO roll-forward.



15







Revenue recognition



Revenues are recognized when title and
risk of ownership pass to the buyer, which is determined by contract; the price is fixed or determinable; and collection is reasonably
assured. Briggs produces gold and silver in doré form and ships the doré to a refinery for further processing, after
which the refined gold and silver are sold. For a financing fee, Briggs can sell the precious metals immediately after acceptance
by the refinery. Pinson produces and sells gold-bearing oxide ore, based on recoverable contained gold, to a third-party under
contract. Pinson sends gold-bearing-sulfide-ore to a processor who, under contract, then processes the ore for a fee and buys
the gold produced.



Share based compensation



Under the Company’s Stock Option
Plan (see Note 16), common share options may be granted to executives, employees, consultants and directors. Share-based compensation
is recorded as a general and administrative expense with a corresponding increase in the contributed surplus equity account.



The stock option expense is based on the
fair value of the options at the time of grant, adjusted for estimated future forfeitures based on historical data, and is recognized
over the estimated vesting periods of the respective options. This expense is adjusted quarterly based on actual forfeitures.
Consideration paid to the Company upon exercise of options is credited to share capital.



Income Taxes



Income taxes comprise the provision for
or recovery of taxes paid and payable in the future. Deferred income tax assets and liabilities are computed using income tax
rates in effect when the temporary differences are expected to reverse. The effect on the future tax assets and liabilities of
a change in tax rates is recognized in the period of rate change. The provision for or the recovery of future taxes is based on
the changes in future tax assets and liabilities during the period. In estimating future income tax assets, an unrecognized deferred
tax asset is provided to reduce the future tax assets to amounts that are more likely than not to be realized.



Foreign currency translation



The Company operates primarily in the
US. The functional currency of the Company’s US subsidiaries is USD and the functional currency of Atna Resources Ltd. is
CAD. As such, foreign currency translation for financial reporting purposes is only required for Atna Resources Ltd. The carrying
value of assets and liabilities are translated to US dollars at the rate of exchange prevailing at the balance sheet date. Equity
is translated at historic rates. Revenue and expense items are translated at the average rate of exchange during the period. All
resulting translation gains or losses are included as a separate component of other comprehensive income (loss).



Recently issued Financial Accounting
Standards that may impact the Company



IFRS 9 – Financial Instruments– On November 12, 2009, the IASB issued IFRS 9 Financial Instruments as the first step in its project to replace
International Accounting Standard (“IAS”) 39 Financial Instruments: Recognition and Measurement.IFRS 9 retains
but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized
cost and fair value. The basis of classification is made at the time the financial asset is initially recognized, namely when
the entity becomes a party to the contractual provisions of the instrument. IFRS 9 amends some of the requirements of IFRS 7 Financial
Instruments: Disclosuresincluding additional disclosures about investments in equity instruments measured at fair value in
other comprehensive income, and guidance on financial liabilities and de-recognition of financial instruments. Although early
adoption is permitted, in December 2011, the IASB issued an amendment that adjusted the mandatory effective date of IFRS 9 from
January 1, 2013 to January 1, 2015. The Company is currently determining the impact of adopting IFRS 9.



16







IFRS 10 – Consolidated Financial
Statements –On May 12, 2011, the IASB issued IFRS 10 Consolidated Financial Statements,which supersedes SIC-12
Consolidation – Special Purpose Entities.IFRS 10 establishes principles for the presentation and preparation of
consolidated financial statements when an entity controls one or more other entities. It requires a parent entity to present consolidated
financial statements, define the principle of control to identify whether it must consolidate an investee, and set out the accounting
requirements for the preparation of consolidated financial statements. Management has determined this has no present bearing on
the Company.



IFRS 11 – Joint Arrangements
–On May 12, 2011, the IASB issued IFRS 11 Joint Arrangements,which supersedes SIC-12 Jointly Controlled
Entities – Non-Monetary Contributions by Venturers.The core principle of IFRS 11 is that a party to a joint arrangement
determines the type of joint arrangement by assessing its rights and obligations and accounts for those rights and obligations,
rather than accounting for the legal form of the arrangement. IFRS 11 must be applied starting January 1, 2013, with early adoption
permitted. Management has early-adopted the standard and has determined adoption requires no changes to the already existing Company
practices.



IFRS 12 – Disclosure of Interests
in Other Entities –On May 12, 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities.IFRS
12 requires a parent company to disclose information that enables users of financial statements to evaluate the nature of, and
risks associated with, its interests in other entities and the effects of those interests on its financial position, financial
performance and cash flows. IFRS 12 must be applied starting January 1, 2013, with early adoption permitted. Management has early-adopted
the standard and has determined adoption has no present impact on the Company.



IFRS 13 – Fair Value Measurement
–On May 12, 2011, the IASB issued IFRS 13 Fair Value Measurement.IFRS 13 defines fair value, sets out a single
IFRS framework for measuring fair value, and requires disclosures about fair value measurements, based on a fair value hierarchy.
IFRS 13 must be applied starting January 1, 2013, with early adoption permitted. Management has early-adopted the standard and
has determined adoption has no present impact on the Company.



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



| | 3. | Investments available-for-sale:
| | -- | -------------------------------



Investments available-for-sale are recorded
at fair value at each period-end. Changes in fair value are recorded in equity as other comprehensive income or loss, and purchases
and sales are reported as investing activities in cash flows. As of December 31, 2012 and 2011, the fair values of the investments
were $0.1 million and $0.3 million, respectively. The changes in fair value for the years ended December 31, 2012 and 2011 were
each less than $0.1 million and the change in fair value for the year ended December 31, 2010 was $0.3 million.



17







| | 4. | Gold inventories:
| | -- | -----------------



Gold inventories are carried at the lower
of weighted average cost or net realizable value less estimated costs of completion. Gold inventories consisted of the following
categories as of December 31:



|                                    |  | 2012 |            |  | 2011 |  
|----------------------------------- |  | ---- | ---------- |  | ---- | -
|Ore stockpile - Briggs              |  | $    | -          |  |      | $
|Ore stockpile - Pinson              |  |      | 1,363,700  |  |      |  
|Leach pad - Briggs                  |  |      | 13,961,400 |  |      |  
|Process plant - Briggs and refinery |  |      | 4,389,800  |  |      |  
|Total gold inventories              |  | $    | 19,714,900 |  |      | $
|                                    |  |      |            |  |      |  
|Lower of cost or market adjustments |  | $    | -          |  |      | $



| | 5. | Property, plant, mine development, and mineral
interests, net, as of December 31:
| | -- | ---------------------------------------------------------------------------------



|                        |  |                |  | 2012        |            
|----------------------- |  | -------------- |  | ----------- | -----------
|                        |  | Depreciation   |  | Asset Value |            
|                        |  | Method         |  | at Cost     |            
|Buildings and equipment |  | 1 - 5 Years SL |  | $           | 35,748,100 
|Mine development        |  | UOP            |  |             | 30,054,900 
|Deferred stripping      |  | UOP            |  |             | 3,947,400  
|Mineral interest        |  | UOP            |  |             | 56,276,700 
|Asset retirement cost   |  | UOP            |  |             | 1,107,000  
|                        |  |                |  | $           | 127,134,100



|                        |  |                |  | 2011        |            
|----------------------- |  | -------------- |  | ----------- | -----------
|                        |  | Depreciation   |  | Asset Value |            
|                        |  | Method         |  | at Cost     |            
|Buildings and equipment |  | 1 - 5 Years SL |  | $           | 31,429,700 
|Mine development        |  | UOP            |  |             | 7,555,400  
|Deferred stripping      |  | UOP            |  |             | 3,947,400  
|Mineral interest        |  | UOP            |  |             | 56,304,200 
|Asset retirement cost   |  | UOP            |  |             | 2,167,600  
|                        |  |                |  | $           | 101,404,300



The increase in net book value of mine
development from $5.6 million as of December 31, 2011 to $27.0 million as of December 31, 2012 was due primarily to development
of the Pinson mine.



18







A roll-forward of property, plant, mine development, and mineral
interests, net, for the twelve months ended December 31, 2012 follows.



|                                                     |  | Briggs (a) |            |   | Reward (b) |   |            | Columbia (c) | 
|---------------------------------------------------- |  | ---------- | ---------- | - | ---------- | - | ---------- | ------------ | 
|Beginning balance, January 1, 2012                   |  | $          | 28,356,300 |   |            | $ | 10,646,500 |              | 
|                                                     |  |            |            |   |            |   |            |              | 
|Acquisition/development capitalized                  |  |            | 5,025,600  |   |            |   | 107,600    |              | 
|Depreciation and amortization                        |  |            | (8,140,700 | ) |            |   | (19,900    | )            | 
|Pre-production Sales                                 |  |            | -          |   |            |   | -          |              | 
|Dispositions                                         |  |            | (536,600   | ) |            |   | -          |              | 
|ARO adjustments and effect of foreign exchange rates |  |            | 229,600    |   |            |   | 112,400    |              | 
|Transfers                                            |  |            | 34,400     |   |            |   | -          |              | 
|Net change in the period                             |  |            | (3,387,700 | ) |            |   | 200,100    |              | 
|                                                     |  |            |            |   |            |   |            |              | 
|Ending balance, December 31, 2012                    |  | $          | 24,968,600 |   |            | $ | 10,846,600 |              | 



|                                                     |  | Pinson (d) |            |   | Other (e) |   |           | Total | 
|---------------------------------------------------- |  | ---------- | ---------- | - | --------- | - | --------- | ----- | 
|Beginning balance, January 1, 2012                   |  | $          | 29,874,400 |   |           | $ | 4,572,600 |       | 
|                                                     |  |            |            |   |           |   |           |       | 
|Acquisition/development capitalized                  |  |            | 23,915,500 |   |           |   | 177,600   |       | 
|Depreciation and amortization                        |  |            | (337,500   | ) |           |   | (48,800   | )     | 
|Pre-production Sales                                 |  |            | (1,353,100 | ) |           |   | -         |       | 
|Dispositions                                         |  |            | -          |   |           |   | (135,600  | )     | 
|ARO adjustments and effect of foreign exchange rates |  |            | (1,402,700 | ) |           |   | 400       |       | 
|Transfers                                            |  |            | -          |   |           |   | (34,400   | )     | 
|Net change in the period                             |  |            | 20,822,200 |   |           |   | (40,800   | )     | 
|                                                     |  |            |            |   |           |   |           |       | 
|Ending balance, December 31, 2012                    |  | $          | 50,696,600 |   |           | $ | 4,531,800 |       | 



| | (a) | Briggs Mine, California:
| | --- | ------------------------

Briggs is located on the west
side of the Panamint Range near Death Valley, California. Briggs commenced commercial production in July 2009. Four satellite
properties located approximately four miles north of Briggs are included. These satellite properties are known as the Cecil R,
Jackson, Mineral Hill, and Suitcase.



| | (b) | Reward Project, Nevada:
| | --- | -----------------------

Reward is located in Nye County
about 5.5 miles south-southeast of Beatty, Nevada. Reward has received all major development permits and some infrastructure development
has been completed. Development at the Reward gold project, a permitted mine site near Beatty, Nevada, is continuing. Most of
the property is subject to a three percent net smelter return (“NSR”) royalty. A NSR is a defined percentage of the
gross revenues paid to others by a mining operator, less a proportionate share of incidental transportation, insurance, refining
and smelting costs.



19







| | (c) | Columbia Property, Montana:
| | --- | ---------------------------

Columbia is located seven miles
east of Lincoln and 45 miles northwest of Helena, in Lewis and Clark County, Montana. Columbia is held for future development.
The Company commenced data collection for a feasibility study in mid-2012 and such work will continue in future periods. The patented
claims are subject to NSR royalties that range from zero percent to six percent.



| | (d) | Pinson Mine, Nevada:
| | --- | --------------------

Pinson is located in Humboldt
County, Nevada, about 30 miles east of Winnemucca. The property is located on the prolific Getchell Gold Belt where it intersects
the north end of the Battle Mountain-Eureka trend.



Pinson-underground began mining
ore while still in a development phase in August of 2012; and Pinson-underground is presently continuing to ramp-up and actively
develop. An NI 43-101 compliant mineral reserve estimate was published in the second quarter of 2012, providing a forward-looking
mine plan and a declaration of proven and probable reserves. On February 5, 2013, Pinson-underground received a “large-mine”
operating permit allowing an increase in mining rates of up to 400,000 tons of ore per year.



The Pinson Mine property also
contains resources in an open-pit area that remain subject to further study to determine the economic feasibility of development.
Drilling and metallurgical tests were commenced in this area in 2012.



| | (e) | Other Properties:
| | --- | -----------------



Clover Property, Nevada:The Clover gold exploration property (“Clover”) is situated approximately 42 miles northeast of Winnemucca in
Elko County, north-central Nevada. Clover has a capitalized basis of $0.1 million. The Company has a 100 percent interest in 22
claims on Clover, subject to a three percent NSR royalty. The Company is considering alternatives that would allow continued exploration
at this property and is seeking joint venture partners.



Mineral Rights, Montana:The Company owns a package of approximately 900,000 acres of widely distributed fee mineral rights in the western part of
the state of Montana. The capitalized basis of these properties was $2.1 million and $2.3 million, respectively at the end of
2012 and 2011.



CR Montana, Bluebird Prospect,
Granite County, Montana: The Company has 98 unpatented claims on federal land, approximately 2,000 acres, in Granite County,
Montana. Bluebird principally represents copper prospects. Six of the 98 claims were added in 2012. The capitalized basis of the
property is $0 at the end of 2012 and 2011.



Adelaide and Tuscarora Properties,
Nevada: Adelaide is located about 30 miles south of Winnemucca, Nevada and Tuscarora is located about 48 miles south of Elko,
Nevada. These properties have a capitalized basis of $0. The properties are operated by Wolfpack Gold Corp. Atna retains a NSR
of up to 1.4 percent but not less than 0.5 percent on both the Adelaide and Tuscarora gold prospects. When a positive production
decision has been made, Atna may receive an additional production payment equivalent to $2.50 per ounce of gold or gold equivalent
ounce based on the established reserves or measured and indicated ounces at that time, but not less than $250,000 for each property.



CR Kendall Lands, Montana:The Company owns approximately 800 acres of fee simple lands located at Kendall near Lewistown, Montana. The capitalized basis
of the property was $0.8 million at the end of 2012 and 2011.



20







Uranium Joint Venture, Wyoming:The capitalized basis of this property is $1.0 million. In August 2006, the Company joined with Uranium One Exploration USA
Inc, (“Uranium One”) to form the Sand Creek Joint Venture (“Sand Creek JV”). The area of interest for
the Sand Creek JV covers an area of approximately 92,000 acres, located southeast of Douglas, Wyoming. In June 2009 and as amended
in December 2012, the Company entered into a Supplemental Agreement (the “Supplemental Agreement”) under which Uranium
One assumed the role of project manager and may spend up to $1.6 million before June 30, 2013 to increase its interest in the
project from 30 percent to 51 percent. As of December 31, 2012, Uranium One reports having spent $1.1 million of the $1.6 million,
and having increased their interest to 39.3%. If by June 30, 2013, Uranium One does not earn up to a 51 percent interest in the
Sand Creek JV, then the Company will assume the role of operator in the project. At termination or completion of the Supplemental
Agreement, the Sand Creek JV will remain effective and the parties’ operating interests will be set in proportion to the
amount of their respective expenditures or the 51/49 percent stipulated interest, respectively.



Canadian Properties, Yukon
and British Columbia:The capitalized basis of these properties is less than $0.1 million at the end of 2012 and 2011.



In April 2011, the Company entered
into an agreement to option the Uduk Lake gold prospect in the Yukon to Canarc Resource Corporation (TSX:CCM) (“Canarc”).
Under the option, Canarc can acquire 100 percent interest in the Uduk claims by making option payments of $750,000 over a four
year period ending in April 2015 and granting the Company a two percent NSR. The Uduk claims are located in the Windfall Hills
area, located 65 kilometers south of Burns Lake, Yukon.



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



The Wolf polymetallic prospect
is located in the Pelly Mountains of southeastern Yukon. The property is currently held as a joint venture with Atna controlling
65.6 percent and Yukon Nevada Gold Corporation (TSX:YNG) controlling 34.4 percent. Mindat will make option payments totaling $1,375,000
over the four years ending in June 2015 that will be split by the venture partners according to their respective interests. The
venture partners will also retain a 2 percent NSR position that will be allocated to their respective accounts. Mindat is current
on its option payments for Wolf.



The Ecstall polymetallic prospect
is located in the Skeena Mining District of British Columbia. Atna expects to receive $0.6 million in payments over the four years
ending June 2016 and a NSR of between 0.5 percent and one percent, depending on underlying royalty structures. Mindat is current
on its option payments.



| | 6. | Restricted cash and marketable securities held
in surety:
| | -- | ---------------------------------------------------------



Restricted cash and
marketable securities to bond and provide surety deposits meeting regulatory obligations consist of the following as of December
31:



|                                         |  | 2012 |           |  | 2011 |  
|---------------------------------------- |  | ---- | --------- |  | ---- | -
|Kendall reclamation property (a)         |  | $    | 2,427,900 |  |      | $
|Briggs mine (b)                          |  |      | 1,813,300 |  |      |  
|Columbia property (b)                    |  |      | 27,900    |  |      |  
|Reward project (b)                       |  |      | 377,000   |  |      |  
|Pinson (b)                               |  |      | 313,700   |  |      |  
|Other properties                         |  |      | 4,600     |  |      |  
|Total restricted cash - Non-current      |  | $    | 4,964,400 |  |      | $
|                                         |  |      |           |  |      |  
|Mark to market adjustment included above |  | $    | -         |  |      | $



(a) $2.3 million is
held directly by the Montana Department of Environmental Quality (“DEQ”), and $0.1 million is held in a bank trust
benefiting a surety.



21







(b) Held in bank trusts benefiting sureties
and/or Inyo County, California. Trustees may invest funds in US Treasury instruments and certificates of deposit.



The decrease in the restricted cash balance
of $0.8 million for the year ended December 31, 2012 principally resulted from the replacement of bonds consisting of cash with
surety bonds issued by an insurer and for which the insurer required less collateral.



| | 7. | Stripping Activity Assets:
| | -- | --------------------------



The following schedule provides a roll-forward
of the carrying values for production stripping costs for the twelve months ended December 31:



|                                 |  | 2012 |            |   | 2011 |  
|-------------------------------- |  | ---- | ---------- | - | ---- | -
|Balance, beginning of the period |  | $    | 5,896,500  |   |      | $
|Stripping activity assets added  |  |      | 540,500    |   |      |  
|Amortization                     |  |      | (3,102,400 | ) |      |  
|Balance, end of the period       |  | $    | 3,334,600  |   |      | $



Striping activity assets are amortized
using the UOP amortization method based on the life of the applicable pit.



8.	Derivatives:



The Company had a $1.7 million and a $2.8
million derivative liability as of December 31, 2012 and December 31, 2011, respectively. These derivatives are embedded in the
2009 Gold Bonds (as defined in Note 12), and the fair value is reflective only of the derivative component of the 2009 Gold Bonds.



The December 31, 2012 fair values of the
outstanding derivatives were determined using the following.



|                              |  | Strike |       |  | Gold Price    |   |       | Ounces  |  |  | Fair Value |  |  | Discount |          
|----------------------------- |  | ------ | ----- |  | ------------- | - | ----- | ------- |  |  | ---------- |  |  | -------- | ---------
|Hedging Contract              |  | Price  |       |  | at Period End |   |       | in 2013 |  |  | Liability  |  |  | Rate     |          
|Gold bond forwards            |  | $      | 1,113 |  |               | $ | 1,664 | *       |  |  | 3,257      |  |  | $        | 1,733,500
|Embedded derivative (Note 12) |  |        |       |  |               |   |       |         |  |  |            |  |  |          |          



* London PM Fix on December 31, 2012



The remaining gold forward sales embedded
in the 2009 Gold Bonds expire quarterly from March 31, 2013 to December 31, 2013 at a rate of 814 ounces per quarter. The Company
believes that these outstanding contracts will be settled in the normal course of business. The Company’s policy is not
to hedge more than 50 percent of the projected production and retain a 25 percent production reserve tail. At December 31, 2012,
the outstanding hedge position covered less than 9 percent of the annual forward-looking gold production from the Briggs Mine.
The net change in the fair value of the embedded derivatives will be positive to the Company when gold prices fall and will be
negative when gold prices rise relative to the gold price on the date of the previous fair value calculation. Historical gains
and losses on derivative positions follow.



|                                     |  | Twelve months ended December 31, |           
|------------------------------------ |  | -------------------------------- | ----------
|                                     |  | 2012                             |           
|Realized (loss) on derivative        |  | $                                | (1,865,300
|Unrealized gain (loss) on derivative |  | $                                | 1,111,700 



22







| | 9. | Asset retirement obligations:
| | -- | -----------------------------



An ARO is estimated to be the discounted
present value of the estimated future costs required to remediate environmental disturbances. Included in this liability are the
costs of closure, reclamation, demolition, and stabilization of the mines, processing plants, infrastructure, leach pads, waste
dumps, and post-closure environmental monitoring and water treatment. While the majority of these costs will be incurred near
the end of the mines’ lives, certain ongoing reclamation costs will be incurred prior to mine closure. Reclamation expenditures
are recorded against the ARO liability as incurred. The ARO estimate is updated at least annually. The liabilities determined
at year-end 2012 were based on a discount rate of 9.0 percent and a cost inflation index of 1.7 percent. The liabilities determined
at year-end 2011 were based on a discount rate of 9.0 percent and a cost inflation index of 3.4 percent. The schedule for payments
to settle the ARO liabilities currently runs through 2028.



Kendall has been closed and its activity
is remediation. The Kendall ARO of $1.3 million is based on the estimated costs for capping and seeding, construction and maintenance
of a water treatment system and costs to maintain the property during the reclamation period.



The following provides an analysis of
the carrying values for AROs for all properties as of December 31:



|                                             |  | 2012 |            |   | 2011 |  
|-------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Balance, beginning of the period             |  | $    | 6,047,600  |   |      | $
|Settlements                                  |  |      | (1,172,600 | ) |      |  
|Accretion expense                            |  |      | 375,100    |   |      |  
|Change in estimate                           |  |      | (667,900   | ) |      |  
|New obligation - Pinson acquisition          |  |      | -          |   |      |  
|Effect of exchange rate on activity          |  |      | -          |   |      |  
|Balance, end of the period                   |  |      | 4,582,200  |   |      |  
|Less: asset retirement obligations - current |  |      | 629,000    |   |      |  
|                                             |  |      |            |   |      |  
|Asset retirement obligations - non-current   |  | $    | 3,953,200  |   |      | $



The net decrease in the “Change
in estimate” of $0.7 million in 2012 resulted primarily from an updated reclamation study for the new Pinson-underground
mine recognizing a lesser degree of disturbances and decreasing the Pinson liability by $1.4 million. This decrease for Pinson-underground
was partially offset by increases in estimated future reclamation costs for Kendall, Briggs, and Reward.



Future estimated cash outflows required
to settle AROs for all properties follow.



|Anticipated spending per year (undiscounted): |  |   |           | 
|--------------------------------------------- |  | - | --------- | 
|2013                                          |  | $ | 675,400   | 
|2014                                          |  |   | 116,100   | 
|2015                                          |  |   | 118,200   | 
|2016                                          |  |   | 120,200   | 
|2017                                          |  |   | 1,288,300 | 
|Thereafter                                    |  |   | 5,818,700 | 
|                                              |  |   |           | 
|Total                                         |  | $ | 8,136,900 | 



23







Asset retirement obligations are initially
capitalized as part of the cost of the related project and are summarized below.



Asset Retirement Obligations

Capitalized by Property (net of depreciation):



|               |  | December 31, |         |  | December 31, |  
|-------------- |  | ------------ | ------- |  | ------------ | -
|               |  | 2012         |         |  | 2011         |  
|Briggs Mine    |  | $            | 542,400 |  |              | $
|Reward Project |  |              | 127,100 |  |              |  
|Pinson         |  |              | 110,700 |  |              |  
|               |  |              |         |  |              |  
|Total          |  | $            | 780,200 |  |              | $



Summary of Asset Retirement Obligations by Property:



|                 |  | December 31, |           |  | December 31, |  
|---------------- |  | ------------ | --------- |  | ------------ | -
|                 |  | 2012         |           |  | 2011         |  
|Kendall Mine     |  | $            | 1,281,700 |  |              | $
|Briggs Mine      |  |              | 2,625,400 |  |              |  
|Pinson Project   |  |              | 477,400   |  |              |  
|Columbia Project |  |              | 50,800    |  |              |  
|Reward Project   |  |              | 146,900   |  |              |  
|                 |  |              |           |  |              |  
|Total            |  | $            | 4,582,200 |  |              | $



| | 10. | Notes payable:
| | --- | --------------



The following provides a roll-forward
of notes payable as of:



|                                    |  | December 31 |            |   | December 31 |  
|----------------------------------- |  | ----------- | ---------- | - | ----------- | -
|                                    |  | 2012        |            |   | 2011        |  
|Balance, beginning of the period    |  | $           | 21,479,100 |   |             | $
|Principal payments                  |  |             | (1,083,100 | ) |             |  
|Conversions to equity               |  |             | -          |   |             |  
|Discount for Sprott Amendment Fee   |  |             | (600,500   | ) |             |  
|Notes Issued (includes Sprott Note) |  |             | 1,527,500  |   |             |  
|Amortization of Discount            |  |             | 764,600    |   |             |  
|Foreign Exchange Effect             |  |             | 423,700    |   |             |  
|Balance, end of the period          |  |             | 22,511,300 |   |             |  
|Less: notes payable - current       |  |             | 20,945,600 |   |             |  
|                                    |  |             |            |   |             |  
|Notes payable - non-current         |  | $           | 1,565,700  |   |             | $



24







In August 2011, the Company issued a C$20
million note to Sprott Resource Lending Partnership (“Sprott”) to finance the acquisition and initial development
of Pinson. Interest on principal balances accrues at an annual rate of nine percent per annum compounded monthly and payable quarterly.
The term of this facility was for one year with an optional one-year extension based on meeting certain criteria and at Sprott’s
discretion. Atna paid a structuring fee of $150,000 and, as consideration for advancing the facility, paid an arrangement fee
of $0.7 million. The arrangement fee was payable in common shares of Atna determined on the basis of a price per share equal to
a 10 percent discount to the five-day volume-weighted average trading price of the shares on the Toronto Stock Exchange immediately
prior to the date the facility was advanced. The five-day volume-weighted average trading price per share was C$0.667 and the
actual number of shares issued to Sprott was 1,049,119.



In February 2012, the Company reached
an agreement with Sprott to extend the term of this credit facility with principal repayments due as follows: C$2.5 million due
February 28, 2013, C$2.5 million due May 31, 2013, and the balance of C$15 million due August 31, 2013. As consideration for extending
the credit facility Atna issued 618,556 common shares to Sprott.



In March 2013 (See Note 23 regarding Subsequent
Events), the Company reached an agreement with Sprott to extend the term of the remaining $17.5 million balance with amortizing
payments of $1.46 million due each month commencing September 2013 and ending in August 2014.



A summary of the Sprott credit facility
follows, inclusive of a roll-forward through December 31, 2012.



|                                                                                      |  |             |            |   | Transaction |   |            |       | 
|------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | ----------- | - | ---------- | ----- | 
|                                                                                      |  | Sprott Note |            |   | Costs       |   |            | Total | 
|Issuance of note in August 2011                                                       |  | $           | 20,421,300 |   |             | $ | (1,037,100 | )     | 
|Amortization of loan origination fees                                                 |  |             | -          |   |             |   | 383,300    |       | 
|Foreign exchange effect                                                               |  |             | (755,600   | ) |             |   | 37,700     |       | 
|Current balance, December 31, 2011                                                    |  | $           | 19,665,700 |   |             | $ | (616,100   | )     | 
|                                                                                      |  |             |            |   |             |   |            |       | 
|Balance, beginning January 1, 2012                                                    |  | $           | 19,665,700 |   |             | $ | (616,100   | )     | 
|Discount for Sprott amendment fee                                                     |  |             | -          |   |             |   | (600,500   | )     | 
|Amortization of loan origination fees                                                 |  |             | -          |   |             |   | 764,600    |       | 
|Foreign exchange effect                                                               |  |             | 436,800    |   |             |   | (13,100    | )     | 
|Balance, end of period                                                                |  | $           | 20,102,500 |   |             | $ | (465,100   | )     | 
|Less: current liability net of transaction costs to be amortized at December 31, 2012 |  |             |            |   |             |   |            |       | 
|                                                                                      |  |             |            |   |             |   |            |       | 
|Sprott note - non-current liability at December 31, 2012                              |  |             |            |   |             |   |            |       | 



Interest expense and capitalized interest on Notes payable
for the periods ended December 31, 2012, 2011 and 2010 follow.



|                                                  |  | Twelve months ended December 31 |          
|------------------------------------------------- |  | ------------------------------- | ---------
|                                                  |  | 2012                            |          
|Interest expense                                  |  | $                               | 4,100    
|Interest expense capitalized to mine development: |  |                                 |          
|Cash interest payments to lenders                 |  | $                               | 2,007,700
|Amortization of Sprott debt transaction cost      |  |                                 | 764,600  
|                                                  |  | $                               | 2,772,300





25









| | 11. | Finance leases:
| | --- | ---------------



The following provides a roll-forward
of finance leases as of:



|                                           |  | December 31 |           |   | December 31 |  
|------------------------------------------ |  | ----------- | --------- | - | ----------- | -
|                                           |  | 2012        |           |   | 2011        |  
|Liability balance, beginning of the period |  | $           | 2,477,300 |   |             | $
|New leases                                 |  |             | 1,719,400 |   |             |  
|Payments applied to principal              |  |             | (865,800  | ) |             |  
|Lease adjustment                           |  |             | -         |   |             |  
|Balance, end of the period                 |  |             | 3,330,900 |   |             |  
|Less: finance leases - current liability   |  |             | 1,064,900 |   |             |  
|                                           |  |             |           |   |             |  
|Finance leases - non-current liability     |  | $           | 2,266,000 |   |             | $
|                                           |  |             |           |   |             |  
|Cost of leased assets                      |  | $           | 4,619,900 |   |             | $
|Accumulated depreciation for leased assets |  | $           | 1,896,600 |   |             | $



Future minimum lease payments as of December
31, 2012 follow.



|2013                                        |  | $ | 1,193,900 | 
|------------------------------------------- |  | - | --------- | 
|2014                                        |  |   | 1,039,300 | 
|2015                                        |  |   | 877,500   | 
|2016                                        |  |   | 479,100   | 
|2017                                        |  |   | -         | 
|Later years                                 |  |   | -         | 
|Total minimum finance lease payments        |  | $ | 3,589,800 | 
|Less: Imputed interest                      |  |   | 258,900   | 
|                                            |  |   |           | 
|Present value of net minimum lease payments |  | $ | 3,330,900 | 



The weighted average interest rate on
finance-lease balances as of December 31, 2012 is 4.6 percent, with the range of rates varying between 3.3 percent and 9.4 percent.
Interest and depreciation expense on finance lease obligations for the years ended December 31, 2012, 2011 and 2010 were:



|                                                  |  | 2012 |         |  | 2011 |   |         | 2010 | 
|------------------------------------------------- |  | ---- | ------- |  | ---- | - | ------- | ---- | 
|Interest expense                                  |  | $    | 3,700   |  |      | $ | 93,700  |      | 
|Depreciation expense                              |  | $    | 550,100 |  |      | $ | 367,600 |      | 
|Interest expense capitalized to mine development: |  | $    | 102,800 |  |      | $ | -       |      | 



| | 12. | 2009 Gold Bonds:
| | --- | ----------------



On December 9, 2009, the Company closed
a private placement of $14.5 million of Gold Bonds (“2009 Gold Bonds”). The 2009 Gold Bonds require quarterly payments
through December 21, 2013; each quarter’s payment being equivalent to the market value of 814 ounces of gold based on a
closing gold price ten-trading-days prior to the end of each quarter. Interest at a 10 percent annual rate is also payable quarterly
on the declining principal balance. The 2009 Gold Bonds include covenants restricting the Company’s hedge position to 50
percent of its future estimated consolidated gold production and providing a negative pledge to not create any further indebtedness
at the Briggs Mine, subject to certain permitted exceptions such as equipment leases.



26







The Company recorded an initial discount
on the 2009 Gold bonds of $1.8 million. The discount was comprised of $1.2 million of transaction costs associated with the 2009
Gold Bonds and the $0.6 million initial fair value of the embedded derivative. The discount is amortized using the effective interest
method and amortization was $0.3 million, $0.5 million, and $0.8 million for the twelve months ended December 31, 2012, 2011 and
2010, respectively.



For purposes of financial reporting, the
embedded derivative has been separated from the 2009 Gold Bond liability (see Note 8). The following provides a roll-forward of
the Gold Bonds and related discounts for the twelve months ended December 31, 2012.



|                           |  |            |            |   | Discounts   |   |          |            | 
|-------------------------- |  | ---------- | ---------- | - | ----------- | - | -------- | ---------- | 
|                           |  |            |            |   | Transaction |   |          | Embedded   | 
|                           |  | Gold Bonds |            |   | Costs       |   |          | Derivative | 
|Balance, December 31, 2011 |  | $          | 7,250,000  |   |             | $ | (297,100 | )          | 
|Payments                   |  |            | (3,625,000 | ) |             |   | -        |            | 
|Amortization               |  |            | -          |   |             |   | 214,600  |            | 
|Balance, December 31, 2012 |  | $          | 3,625,000  |   |             | $ | (82,500  | )          | 
|Less: gold bonds - current |  |            |            |   |             |   |          |            | 
|                           |  |            |            |   |             |   |          |            | 
|Gold bonds - non-current   |  |            |            |   |             |   |          |            | 



The following provides a roll-forward
of the Gold Bonds and related discounts for the twelve months ended December 31, 2011.



|                           |  |            |            |   | Discount    |   |          |            | 
|-------------------------- |  | ---------- | ---------- | - | ----------- | - | -------- | ---------- | 
|                           |  |            |            |   | Transaction |   |          | Embedded   | 
|                           |  | Gold Bonds |            |   | Costs       |   |          | Derivative | 
|Balance, December 31, 2010 |  | $          | 10,875,000 |   |             | $ | (643,900 | )          | 
|Payments                   |  |            | (3,625,000 | ) |             |   | -        |            | 
|Amortization               |  |            | -          |   |             |   | 346,800  |            | 
|Balance, December 31, 2011 |  | $          | 7,250,000  |   |             | $ | (297,100 | )          | 
|Less: gold bonds - current |  |            |            |   |             |   |          |            | 
|                           |  |            |            |   |             |   |          |            | 
|Gold bonds - non-current   |  |            |            |   |             |   |          |            | 



| | 13. | Income taxes:
| | --- | -------------



The Company recognizes future tax assets
and liabilities for each tax jurisdiction in which it operates based on the difference between the financial reporting and tax
basis of assets and liabilities using the enacted tax rates expected to be in effect when the taxes are paid or recovered. The
Company recognizes deferred tax assets when it is probable that sufficient future taxable profit will be available to utilize
the asset.



Tax recognized in net income or loss:



|                              |  | 2012 |         |  | 2011 |   |            | 2010 | 
|----------------------------- |  | ---- | ------- |  | ---- | - | ---------- | ---- | 
|Current tax expense           |  | $    | 98,100  |  |      | $ | 372,300    |      | 
|Deferred tax expense          |  |      | 95,500  |  |      |   | (9,467,000 | )    | 
|                              |  |      |         |  |      |   |            |      | 
|Income tax expense (recovery) |  | $    | 193,600 |  |      | $ | (9,094,700 | )    | 



27







A reconciliation of expected income tax on
net income at statutory rates with the actual expense (recovery) for income taxes is as follows:



|                                                  |  | 2012 |            |   | 2011 |   |            | 2010 | 
|------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|Net income (loss)                                 |  | $    | 7,079,500  |   |      | $ | 5,989,500  |      | 
|Statutory tax rate                                |  |      | 0.35       |   |      |   | 0.35       |      | 
|Tax expense (recovery) at statutory rate          |  |      | 2,477,800  |   |      |   | 2,096,300  |      | 
|                                                  |  |      |            |   |      |   |            |      | 
|Foreign tax rates                                 |  |      | 147,400    |   |      |   | 12,000     |      | 
|State tax                                         |  |      | 40,500     |   |      |   | 45,200     |      | 
|Change in tax rates                               |  |      | (74,800    | ) |      |   | (955,100   | )    | 
|Nondeductible share-based compensation            |  |      | 105,100    |   |      |   | 265,300    |      | 
|Excess percentage depletion                       |  |      | (1,584,600 | ) |      |   | (2,118,400 | )    | 
|Losses for which no deferred tax asset recognized |  |      | -          |   |      |   | 262,700    |      | 
|Recognition of previously unrecognized tax losses |  |      | (2,792,100 | ) |      |   | (8,669,900 | )    | 
|Expiration of net operating losses                |  |      | 1,906,100  |   |      |   | -          |      | 
|Other                                             |  |      | (31,800    | ) |      |   | (32,800    | )    | 
|                                                  |  |      |            |   |      |   |            |      | 
|Income tax expense (recovery)                     |  | $    | 193,600    |   |      | $ | (9,094,700 | )    | 



Recognized deferred tax assets and
liabilities:



Deferred tax assets and liabilities are
attributable to the following as of December 31, 2012 and 2011.



|                                     |  | Assets |            |  | Liabilities |   |            | Net  | 
|------------------------------------ |  | ------ | ---------- |  | ----------- | - | ---------- | ---- | 
|                                     |  | 2012   |            |  | 2011        |   |            | 2012 | 
|Net operating loss carryforwards, US |  | $      | 11,912,000 |  |             | $ | 11,927,600 |      | 
|Credit carryforwards                 |  |        | 430,700    |  |             |   | 332,600    |      | 
|Property, plant and equipment        |  |        | -          |  |             |   | 4,974,200  |      | 
|Reclamation costs                    |  |        | 1,469,900  |  |             |   | 1,656,300  |      | 
|Derivatives                          |  |        | 714,600    |  |             |   | 877,700    |      | 
|Compensation                         |  |        | 98,900     |  |             |   | 283,000    |      | 
|Other                                |  |        | 2,387,600  |  |             |   | 181,000    |      | 
|Tax assets (liabilities)             |  | $      | 17,013,700 |  |             | $ | 20,232,400 |      | 



A change of ownership under Section 382
of the Internal Revenue Code occurred due to the Atna/Canyon merger in 2008. As a result of the ownership change, the utilization
of US NOL’s existing at the merger date is limited to approximately $1.0 million per annum.



During 2012, the Company recognized additional
deferred tax assets attributable to its US net operating loss carryforwards. The Company determined that it is probable the loss
carryforwards will be utilized against future profits generated from its Briggs, Pinson and Reward mines. The recognized losses
have extended carryforward periods and do not commence expiry until 2018. Included in the reconciliation of the tax rate is the
$114,000 tax effect of the change in derivative value and foreign exchange revaluation which are recorded in other comprehensive
income.



28







Unrecognized deferred tax assets:



Unrecognized deferred tax assets are attributable
to the following.



|                                 |  | 2012 |           |  | 2011 |  
|-------------------------------- |  | ---- | --------- |  | ---- | -
|Tax losses                       |  | $    | 4,790,100 |  |      | $
|Deductible temporary differences |  |      | 1,260,900 |  |      |  
|                                 |  | $    | 6,051,000 |  |      | $



The Company recognizes the benefit of
deferred tax assets only to the extent it is probable that future taxable income will be offset by tax loss carryforwards and
deductible temporary differences. The Company's unrecognized deferred tax assets attributable to tax losses are comprised of approximately
$3.6 million of US net operating losses, $0.9 million of Canadian noncapital losses and $300,000 of Canadian capital losses. The
unrecognized US net operating losses expire between 2018 and 2032 and the unrecognized Canadian noncapital losses expire between
2028 and 2031. The unrecognized deferred tax assets attributable to temporary differences relate to excess tax basis in Canadian
properties.



| | 14. | Commitments and contingencies:
| | --- | ------------------------------



| | (a) | Kendall Mine reclamation:
| | --- | -------------------------



Kendall is located approximately
20 miles north of Lewistown, Montana. Kendall was developed by CR Kendall Corporation (“CRK”), a wholly owned subsidiary,
as an open-pit, heap-leach gold mine that operated from 1988 to its closure in 1995. Leaching of the remaining gold in the heap-leach
pads continued through early 1998. From 1998 to the present time, the Company conducted closure activities, principally relating
to collection, treatment and disposal of water contained in the process system and mine area, and re-vegetation of waste-rock
dump surfaces.



In 2011, CRK received permission
from the Montana Department of Environmental Quality (“MDEQ”) to place the final topsoil cover on the leach pads.
The Company posted $0.2 million as a surety bond with the MDEQ for this capping project. Soil placement was completed in September
2012. The topsoil will be seeded to provide final vegetative cover. The Company believes that with completion of this cover, reclamation
earthwork at the site will be substantially complete. Water management and treatment at the site will continue for the foreseeable
future. Since mine closure in 1996, approximately $14.9 million has been expended on closure and reclamation activities at Kendall.



In April 2012, CRK entered into
an Agreement with the MDEQ, whereby Atna will provide financial support to complete the final EIS closure study. As part of the
Agreement, CRK submitted on July 25, 2012, an application to the MDEQ providing a final closure and reclamation plan for the Kendall
mine site. The MDEQ shall perform a completeness review of this plan supported by a closure EIS. A third party contractor will
be retained to conduct the closure EIS and the project will be managed by the MDEQ in consultation with CRK. Any costs in excess
of the EIS project budget will be shared equally between CRK and the MDEQ. In 2001, CRK deposited with the MDEQ approximately
$1.9 million in a fund to accomplish required reclamation work. This fund was never utilized and with accumulated interest now
totals approximately $2.3 million. Once a final Record of Decision on the final closure plan has been issued by the MDEQ as part
of the Agreement, CRK will create a trust fund to provide for any future operation, maintenance and replacement of water treatment
and closure facilities. Funds remaining on deposit with the MDEQ will be utilized in funding this trust.



| | (b) | Surety bonds:
| | --- | -------------



All reclamation and other surety
bonds are subject to at least annual review and adjustment.



29







The Briggs Mine operates under
permits granted by various agencies including the Bureau of Land Management, Inyo County, California, the California Department
of Conservation, and the Lahontan Regional Water Quality Control Board. The Company, via sureties, has posted reclamation bonds
with these agencies in the amount of $4.4 million. Restricted cash held as collateral by the sureties and related to Briggs amounts
to $1.8 million.



The total bonding requirement
for Reward is $6.2 million of which $5.3 million will be required when the Company commences plant construction and removal of
overburden. The Phase 1 surety bond of $0.9 million has been posted to cover the installation of tortoise exclusion fencing, site
road improvements, in-fill drilling, water wells and related pipelines, other earthwork and installation of power lines and facilities.
Restricted cash held as collateral by a surety related to the Phase 1 surety bond is $0.4 million.



The total bonding requirement
for Pinson is estimated to be $0.8 million, which has been posted in full. Restricted cash held as collateral by the sureties
and related to Pinson amounts to $0.3 million.



| | (c) | Lease commitments:
| | --- | ------------------



The Company has entered into
various leases for office space and office equipment. As of December 31, 2012, there were future minimum lease payments of less
than $0.1 million per year for all office space and office equipment leases. The current office space lease terminates in December
2015.



The Company has also entered
into various mining lease arrangements for purposes of exploring, and if warranted, developing and producing minerals from the
underlying leasehold interests. The lease arrangements typically require advance royalty payments during the pre-production phase
and a production royalty upon commencement of production, with previously advanced payments credited against the production royalties
otherwise payable. Advance royalty commitments will vary each year as the Company adds or deletes properties. Minimum advance
royalty payments total approximately $0.2 million annually. The mining lease arrangements start with a primary length that ranges
between five to twenty years and are renewed at the Company’s discretion.



The Company is also required
to pay an annual rental fee to the federal government for any unpatented mining claims, mill or tunnel site claims on federally
owned lands at the rate of $140 per claim. The Company’s present inventory of claims would require approximately $0.1 million
in annual rental fees, however, this amount will vary as claims are added or dropped. The length of fees is indefinite and is
based on the Company’s discretion to maintain the claims.



30







| | 15. | Equity transactions:
| | --- | --------------------



The following provides a roll-forward
of the Company’s beginning and ending common shares outstanding as of:



|                                      |  | Number of Shares |            
|------------------------------------- |  | ---------------- | -----------
|                                      |  | December 31,     |            
|                                      |  | 2012             |            
|Balance, beginning of the period      |  |                  | 117,374,643
|Pinson acquisition                    |  |                  | -          
|Conversions of notes payable          |  |                  | -          
|Sprott credit agreement and amendment |  |                  | 618,556    
|Warrant exercises                     |  |                  | 8,459,911  
|Option exercises                      |  |                  | 1,286,812  
|Equity Offering                       |  |                  | 17,250,000 
|Balance, end of the period            |  |                  | 144,989,922



On March 10, 2011, the Company called
all of its outstanding debentures and C$1.0 million of debentures were converted into 2.0 million common shares at a conversion
price of C$0.50 per share.



In September of 2011, the Company acquired
the remaining 70 percent interest in Pinson giving it a 100 percent interest in the identified gold resource areas and related
surface and underground assets. The purchase price included the issuance of 15 million shares, $15 million in cash, and other
assets. To finance the acquisition and initial development of Pinson, the Company raised C$20 million through a credit agreement
with Sprott that entailed paying a $0.7 million fee to Sprott and issuing to Sprott 1.0 million common shares.



In the first quarter of 2012, the Company
reached an agreement with Sprott to extend the term of its $C20 million credit facility. As consideration for extending the credit
facility, the Company issued 618,556 common shares to Sprott (see Note 10). In the first quarter of 2013, the Company reached
another agreement with Sprott to extend the term of the remaining balance of $C17.5 million (See Note 23 regarding Subsequent
Events).



On September 12, 2012, the Company completed
a short-term prospectus financing and issued 17.25 million common shares for gross proceeds of $C17.25 million and net proceeds
of C$16.0 million. In addition, the Company issued a total of 1,035,000 brokers’ warrants with an exercise price of C$1.00
and an eighteen-month term. The warrants were determined to have a fair value of C$0.3 million and were recorded in contributed
surplus. The fair value was determined using a Black-Scholes model using the Company’s share price at issuance, an expected
life of 1.5 years, expected volatility of 55 percent, and a risk-free rate of 0.22 percent.



In the twelve months of 2012, outstanding
warrants to purchase 8,459,911 common shares were exercised at a price of C$0.70 per share. The following is a summary of the
brokers’ warrants outstanding as of December 31, 2012.



|                    |  | Remaining         |     |  |                    |      |      | Underlying | 
|------------------- |  | ----------------- | --- |  | ------------------ | ---- | ---- | ---------- | 
|Expiration
    Date |  | Life
    in Years |     |  | Exercise
    Price |      |      | Shares     | 
|                    |  |                   |     |  |                    |      |      |            | 
|March
    11, 2014  |  |                   | 1.2 |  |                    | CAD$ | 1.00 |            | 



See Note 16 pertaining to the exercise
of options as equity transactions.



31







| | 16. | Stock Options Share-based compensation:
| | --- | ---------------------------------------



On June 7, 2010, the Company’s shareholders
approved the renewal for another three years of the Company’s Stock Option Plan (the “Option Plan”). The Option
Plan is administered by the Compensation Committee of the Board consisting entirely of independent directors. The maximum number
of option shares issuable at any time is equal to 10 percent of the number of issued and outstanding shares on a non-diluted basis.
As of December 31, 2012, there were a maximum of 14.5 million underlying shares available under the Plan of which 9.5 million
have been granted and are outstanding. Directors and employees of, or consultants to, the Company or any of its affiliates are
eligible to participate in the Option Plan. The Board may terminate or amend the Option Plan at any time and for any reason. The
Option Plan does not have a termination date but according to TSX requirements all available and unreserved securities must be
approved every three years by the directors and shareholders. Barring further amendments to the Option Plan, the shareholders
will be asked to renew the Option Plan again in 2013.



The exercise price of
each stock option is based on, and may not be less than, 100 percent of the fair market value of its common shares on the date
of grant. The fair market value is generally determined as the average of the high and low trading prices of common shares on
the three trading days before and including the date of the grant. The term of each stock option is fixed by the Compensation
Committee and may not exceed five years from the date of grant. The Compensation Committee also determines the vesting requirements
of the grant which may be accelerated by the Compensation Committee.



The fair value of each option award is
estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table.
Expected market volatility is based on a number of factors including historical volatility of the Company’s common shares,
the Company’s market capitalization, future outlook of the Company, and other fair value related factors. The Company uses
historical information in estimating the expected term. Vesting periods have typically been over a two year period. The risk-free
rate is based on the yields of Canadian benchmark bonds which approximate the expected life of the option. The Company has never
paid a dividend and will be determining future dividends based on a number of still contingent factors; currently the expected
dividend yield is nil. All of the share-based compensation was recorded as general and administrative expense.



The following table provides certain stock
option disclosures for the years ended December 31:



|                                                        |  | 2012 |     |  | 2011 |   |     | 2010 | 
|------------------------------------------------------- |  | ---- | --- |  | ---- | - | --- | ---- | 
|Stock-based compensation expense - millions             |  | $    | 0.9 |  |      | $ | 0.8 |      | 
|Intrinsic value of options exercised - millions         |  | $    | 1.2 |  |      | $ | 0.1 |      | 
|Fair value of awards vesting - millions                 |  | $    | 0.8 |  |      | $ | 0.7 |      | 
|Cash received on option exercises - millions            |  | $    | 0.4 |  |      | $ | 0.0 |      | 
|Unamortized stock-based compensation expense - millions |  | $    | 0.8 |  |      | $ | 0.6 |      | 



32







The following table summarizes the weighted-average
assumptions used in determining fair values of option grants during the years ended December 31:



|                                 |  | 2012 |      |   | 2011 |      |      | 2010 | 
|-------------------------------- |  | ---- | ---- | - | ---- | ---- | ---- | ---- | 
|Grant date fair value            |  | CAD$ | 0.46 |   |      | CAD$ | 0.30 |      | 
|Grant market price               |  | CAD$ | 1.12 |   |      | CAD$ | 0.86 |      | 
|Common share price at period-end |  | CAD$ | 1.09 |   |      | CAD$ | 0.84 |      | 
|Expected volatility              |  |      | 59   | % |      |      | 53   | %    | 
|Expected option term - years     |  |      | 3.0  |   |      |      | 3.0  |      | 
|Risk-free interest rate          |  |      | 1.2  | % |      |      | 0.6  | %    | 
|Forfeiture rate                  |  |      | 8.7  | % |      |      | 8.6  | %    | 
|Dividend yield                   |  |      | 0    | % |      |      | 0    | %    | 



Stock options



The following tables summarize the stock
option activity during the years ended December 31, 2012 and 2011:



|                                               |  |         |        |   | Weighted  |   |      | Weighted   |  |   | Weighted         |  |  | Aggregate    |    
|---------------------------------------------- |  | ------- | ------ | - | --------- | - | ---- | ---------- |  | - | ---------------- |  |  | ------------ | ---
|                                               |  |         |        |   | Average   |   |      | Average    |  |   | Average          |  |  | Intrinsic    |    
|                                               |  | Number  |        |   | Exercise  |   |      | Fair Value |  |   | Remaining        |  |  | Value        |    
|Outstanding Grants 2012                        |  | (000's) |        |   | Price CAD |   |      | CAD        |  |   | Contractual Life |  |  | Millions CAD |    
|Balance, beginning of the period               |  |         | 9,484  |   |           | $ | 0.73 |            |  | $ | 0.28             |  |  |              | 3.2
|Granted                                        |  |         | 2,685  |   |           | $ | 1.12 |            |  | $ | 0.46             |  |  |              |    
|Exercised/Released                             |  |         | (2,195 | ) |           | $ | 0.79 |            |  | $ | 0.29             |  |  |              |    
|Cancelled/Forfeited                            |  |         | (438   | ) |           | $ | 0.68 |            |  | $ | 0.26             |  |  |              |    
|Expired                                        |  |         | (3     | ) |           | $ | 1.32 |            |  | $ | 0.42             |  |  |              |    
|Balance, end of the period                     |  |         | 9,533  |   |           | $ | 0.82 |            |  | $ | 0.32             |  |  |              | 3.0
|Vested and exercisable, end of the period      |  |         | 6,830  |   |           | $ | 0.74 |            |  | $ | 0.29             |  |  |              | 2.7
|Vested and expected to vest, end of the period |  |         | 9,252  |   |           | $ | 0.81 |            |  | $ | 0.32             |  |  |              | 2.9



|                                               |  |         |       |   | Weighted  |   |      | Weighted   |  |   | Weighted         |  |  | Aggregate    |    
|---------------------------------------------- |  | ------- | ----- | - | --------- | - | ---- | ---------- |  | - | ---------------- |  |  | ------------ | ---
|                                               |  |         |       |   | Average   |   |      | Average    |  |   | Average          |  |  | Intrinsic    |    
|                                               |  | Number  |       |   | Exercise  |   |      | Fair Value |  |   | Remaining        |  |  | Value        |    
|Outstanding Grants 2011                        |  | (000's) |       |   | Price CAD |   |      | CAD        |  |   | Contractual Life |  |  | Millions CAD |    
|Balance, beginning of the period               |  |         | 8,119 |   |           | $ | 0.82 |            |  | $ | 0.33             |  |  |              | 3.5
|Granted                                        |  |         | 3,050 |   |           | $ | 0.86 |            |  | $ | 0.30             |  |  |              |    
|Exercised/Released                             |  |         | (200  | ) |           | $ | 0.45 |            |  | $ | 0.20             |  |  |              |    
|Cancelled/Forfeited                            |  |         | (685  | ) |           | $ | 0.56 |            |  | $ | 0.23             |  |  |              |    
|Expired                                        |  |         | (800  | ) |           | $ | 1.36 |            |  | $ | 0.49             |  |  |              |    
|Balance, end of the period                     |  |         | 9,484 |   |           | $ | 0.73 |            |  | $ | 0.28             |  |  |              | 3.2
|Vested and exercisable, end of the period      |  |         | 6,815 |   |           | $ | 0.71 |            |  | $ | 0.27             |  |  |              | 2.8
|Vested and expected to vest, end of the period |  |         | 9,202 |   |           | $ | 0.73 |            |  | $ | 0.28             |  |  |              | 3.1



33







The following table summarizes the exercise
price ranges at December 31, 2012:



|Exercise Price CAD |      |  | Options Outstanding |   |      | Options Exercisable | 
|------------------ | ---- |  | ------------------- | - | ---- | ------------------- | 
|Low                |      |  | High                |   |      | Quantity            | 
|$                  | 0.45 |  |                     | $ | 0.59 |                     | 
|                   | 0.60 |  |                     |   | 0.69 |                     | 
|                   | 0.70 |  |                     |   | 0.82 |                     | 
|                   | 0.83 |  |                     |   | 0.89 |                     | 
|                   | 0.90 |  |                     |   | 1.07 |                     | 
|                   | 1.08 |  |                     |   | 1.18 |                     | 
|                   |      |  |                     |   |      |                     | 
|$                  | 0.45 |  |                     | $ | 1.18 |                     | 



| | 17. | Financial Risk Management:
| | --- | --------------------------



The Company is exposed to a number of
financial risks including market risks, credit risks and liquidity risks. Market risks include commodity price risk, security
price risk, foreign exchange risk, and fair value interest rate risk. The Company has risk management policies and programs that
involve senior management and when appropriate, the Board of Directors of the Company (the “Board”). The main purpose
of these policies and programs is to manage cash flow and raise financing as required and in a timely fashion for the Company’s
development programs. The Company may use various financial instruments to manage related risks. It is the Company’s policy
that no trading in derivatives for speculative purposes shall be undertaken.



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



For 2012, if the price of gold averaged
10 percent higher or lower per ounce, the Company would have recorded an increase or decrease in revenue of approximately $6.0
million, respectively. For 2011, if the price of gold averaged 10 percent higher or lower per ounce, the Company would have recorded
an increase or decrease in revenue of approximately $5.2 million, respectively.



The Company may enter into gold derivative
contracts (hedges) to mitigate the impacts of lower gold prices on its operations. Management and the Board have set a gold hedge
limit of 50 percent of annual production plus a reserve tail of 25 percent of the life-of-mine production. The gold derivative
contracts may include the purchase of put options and the sale of call options, which in some cases are structured as a collar,
and forward gold sales, including embedded derivatives. Derivative financial instruments are recorded at fair value, and hedge
accounting has not been employed.



34







The only derivative contracts existing
as of December 31, 2012 and December 31, 2011 were embedded forward gold sales in the 2009 Gold Bonds described in Notes 8 and
12. If the price of gold increases or decreases by 10 percent, our gold bond derivative liabilities existing as of December 31,
2012, would increase or decrease by $0.5 million, respectively. An increase in gold price increases the liability and an unrealized
loss would be recognized; whereas a decrease in gold price decreases the liability and an unrealized gain would be recognized.



Liquidity risk: Liquidity
risk represents the risk that the Company cannot fund its current operations and obligations. This risk arises in turn primarily
from operating and business risks that have the potential to disrupt cash flows, inclusive of risks of material changes in gold
prices, production schedules and outputs, operating costs, spending on or timing of development, and changes in regulations. Cash
flow forecasting is performed regularly in aggregate for the Company with the objective of managing operating, investing, and
financing cash flows to maintain a continuity of funding.



Economic factors beyond the Company’s
control may also make additional funding temporarily unavailable. The Company is seeking revolving lines of credit and undrawn
committed borrowing facilities in order to better manage liquidity risks, but such facilities do not yet exist. Should cash flows
from operations and existing cash be insufficient to meet current obligations, refinancing of debt obligations, the sale of assets,
or an equity issuance would be necessary, and there is no assurance that such financing activities would be successful.



Equipment financing is restricted to $10
million at Briggs by a covenant in the 2009 Gold Bond agreement (See Note 12) and to $20 million for the Company as a whole by
a covenant in the Sprott credit agreement (See Note 10). The 2009 Gold Bond agreement includes a negative covenant preventing
additional encumbrances at Briggs through its termination in December 2013. The Sprott credit agreement, as amended in March 2013
(See Note 22): precludes additional borrowing for the construction of the Reward mine until the balance due Sprott has been reduced
below C$11.5 million; precludes material sales of assets and material issuances of secured debt during its term; and includes
a negative covenant preventing additional encumbrances at Briggs through the term of the facility. The Sprott credit agreement
may be terminated early, however under the March 2013 amendment, an early prepayment fee of 2 percent would be due Sprott.



The table below summarizes the maturity
profile of the Company’s financial liabilities based on contractual undiscounted payments as of the dates indicated. In
both 2012 and in 2011, extensions, subsequent to year-ends, of obligations due Sprott have been reclassified to the later appropriate
columns.



|                                 |  |       |            |  | Payments due by Period as of December 31, 2012 |  
|-------------------------------- |  | ----- | ---------- |  | ---------------------------------------------- | -
|                                 |  |       |            |  | Less than                                      |  
|                                 |  | Total |            |  | 3  months                                      |  
|Trade and other payables         |  | $     | 7,163,500  |  |                                                | $
|Finance lease obligations        |  |       | 3,330,900  |  |                                                |  
|Derivative financial instruments |  |       | 1,733,500  |  |                                                |  
|Long term debt obligations       |  |       | 26,601,400 |  |                                                |  
|                                 |  |       |            |  |                                                |  
|Total                            |  | $     | 38,829,300 |  |                                                | $



35







|                                 |  |       |            |  | Payments due by Period as of December 31, 2011 |  
|-------------------------------- |  | ----- | ---------- |  | ---------------------------------------------- | -
|                                 |  |       |            |  | Less than                                      |  
|                                 |  | Total |            |  | 3  months                                      |  
|Trade and other payables         |  | $     | 4,783,400  |  |                                                | $
|Finance lease obligations        |  |       | 2,477,300  |  |                                                |  
|Derivative financial instruments |  |       | 2,845,100  |  |                                                |  
|Long term debt obligations       |  |       | 29,345,200 |  |                                                |  
|                                 |  |       |            |  |                                                |  
|Total                            |  | $     | 39,451,000 |  |                                                | $



Capital management: The
primary objective of the Company’s capital management is to maintain healthy capital ratios in order to support its operations
and development, limit the risks of default on debt obligations, and maximize shareholder value. The Company manages its capital
structure and makes adjustments to it in light of business and economic conditions. To date, the Company has not declared or paid
any dividends. The Company has issued new shares and may again in order to maintain or adjust its capital structure. The Company
has the practice of developing its mines at a controlled and measured pace in order to manage financial leverage. Management principally
considers the debt to total asset ratio as a measure of financial leverage and overall capital structure; such ratio being 27
percent at December 31, 2012 and 34 percent at December 31, 2011. Long-term cash flow forecasts are prepared at least annually
for the Company with the objective of managing debt levels, rates of development, and the long-term capital structure.



Foreign exchange risk: A
debt obligation of C$20 million is denominated in Canadian dollars. Changes in the CAD/USD exchange rate will proportionately
affect the reported value of this liability. Otherwise, the Company’s assets, liabilities, revenues and costs are primarily
denominated in USD, and not significantly impacted by foreign exchange risks. If the CAD to USD exchange rate increases or decreases
by 10 percent, the reported value of the C$20 million debt obligation will increase or decrease by $1.8 million or $2.2 million,
respectively.



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



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



The Company is subject to concentrations
of credit risk in connection with maintaining its cash balances primarily in U.S. and Canadian financial institutions in amounts
in excess of levels insured by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance Corporation. Restricted
cash held as collateral against surety bonds is invested by the surety-trustee in certificates of deposit and US Treasury instruments.



Sales of gold by Briggs expose the Company
to the credit risk of nonpayment by the buyer. Briggs sells all of its gold to one or two customers with payment terms of 0 to
14 days. At any one time, the level of receivable is usually less than two percent of the Company’s total annual revenues.
Due to the global and liquid markets for gold, geographic and customer concentrations are considered to pose immaterial risks.



36







To the extent Pinson sells ore and doré,
distinguished from gold sales by Briggs, and generates trade receivables, credit risk will arise. In October 2012, Pinson entered
into an agreement to sell oxide ore under specified terms through December 31, 2013 to a third-party processor, Newmont Mining
Corporation. Pinson is presently dependent on this one customer to buy oxide ore. Pinson has a life-of-mine contract to place,
at its option, sulfide ore with a separate third-party processor, Barrick Gold Corporation, who will also buy under agreed upon
terms the resultant doré. Pinson is presently dependent on this one customer to process and buy sulfide ore.



The embedded derivative in the 2009 Gold
Bond was the only derivative contract outstanding as of December 31, 2012 and December 31, 2011. Since the 2009 Gold Bonds do
not require further cash payments to the Company, they do not generate third party credit risk to the Company.



Equity securities price risk:
The Company is exposed to equity securities price risk because of investments held as available-for-sale. These securities have
typically been received in payment from joint venture or other business partners for obligations due. The fair value balances
of available-for-sale securities at December 31, 2012 and December 31, 2011 were $83,900 and $323,900, respectively, representing
the maximum potential losses from changes in prices of equity investments.



Fair value interest rate risk:
The Company has only entered into debt agreements with fixed interest rates. Fixed interest rates expose the Company to fair value
interest rate risks. There is the qualitative risk that a fixed rate liability will become uncompetitive in the future as market
rates decline or the Company’s credit position improves. The Company’s other qualitative interest rate risk arises
from the mismatch of fixed rate liabilities and floating rate assets. Management of the fair value interest rate risk involves
taking into consideration the duration of debt agreements, refinancing penalties, options to renew existing positions, the availability
of floating–rate debt and other alternative financing.



| | 18. | Cost of Sales:
| | --- | --------------



The following is a reconciliation
of current period mine operating costs to cost of sales for the years indicated.



|                                                               |  | Twelve months ended December 31 |           
|-------------------------------------------------------------- |  | ------------------------------- | ----------
|                                                               |  | 2012                            |           
|Mine operating costs (excluding depreciation and amortization) |  | $                               | 39,055,700
|Decrease (increase) in gold inventory - cash costs             |  |                                 | (3,570,100
|Production related depreciation and amortization               |  |                                 | 8,095,100 
|                                                               |  |                                 |           
|Total cost of sales                                            |  | $                               | 43,580,700



Cost of sales includes all mine-site operating
costs, mine-site overhead, production taxes, royalties (if any), and mine-site depreciation, amortization and depletion. Period
costs, expensed as incurred and reported separately from cost of sales, include exploration expenses, holding costs, corporate
office costs, write-downs and impairments, business development costs and other period costs not associated with the production
process. All mine-site costs including depreciation, amortization and depletion are included in inventory and relieved to cost
of sales when products are sold.



| | 19. | Earnings per share:
| | --- | -------------------



The Company computes
earnings per share (“EPS”) by applying the provisions of IAS 33. The weighted average dilutive securities included
in the December 31, 2012 and 2011 EPS calculation were 4,840,570 and 885,959 common share equivalents, respectively. Common share
equivalents, which include share options, warrants to purchase common shares, share grants and convertible debentures, in the
years ended December 31, 2012, 2011, and 2010 that were not included in the computation of diluted EPS because the effect would
be antidilutive were 8.9 million, 15.9 million, and 9.6 million, respectively.



37







| | 20. | Pinson Acquisition:
| | --- | -------------------



In September 2011, the Company acquired
an additional 70 percent interest in Pinson, located in Humboldt County, Nevada, increasing its ownership interest to 100 percent.
At closing, Atna also signed a non-exclusive Ore Milling and Gold Purchase Agreement allowing for processing of Pinson sulfide
ores at Barrick’s Goldstrike processing facilities. Barrick retained a 10 percent, net profits royalty that will be triggered
after the first 120,000 ounces of gold are sold. The purchase of Pinson was accounted for as an asset acquisition. The calculation
of the purchase price and the allocation of the purchase price are summarized in the following tables.



|Purchase price                                      |  |   |            | 
|--------------------------------------------------- |  | - | ---------- | 
|Cash to Barrick                                     |  | $ | 15,000,000 | 
|Atna common shares issued to Barrick                |  |   | 11,333,469 | 
|Fair value of assets given up in purchase agreement |  |   | 66,841     | 
|Asset retirement obligations                        |  |   | 1,517,850  | 
|                                                    |  | $ | 27,918,160 | 



Please see Note 10 regarding
financing of the Pinson acquisition.



|Purchase price allocation, inclusive of financing transaction |  |   |             |  
|------------------------------------------------------------- |  | - | ----------- | -
|Property, plant, mine development,and mineral interests net   |  | $ | 27,918,160  |  
|Cash                                                          |  |   | 5,244,268   |  
|August interest netted with proceeds                          |  |   | 102,106     |  
|Sprott legal expenses netted with proceeds                    |  |   | 74,885      |  
|Asset retirement obligations                                  |  |   | (1,517,850  | )
|Notes payable                                                 |  |   | (20,421,259 | )
|Share capital                                                 |  |   | (11,333,469 | )
|Gain on fair value of assets given up in purchase agreement   |  |   | (66,841     | )
|                                                              |  | $ | -           |  



38







| | 21. | Remuneration of Key Management Personnel:
| | --- | -----------------------------------------



Key management personnel include the members
of the Board and the senior leadership team. Compensation for key management personnel was as follows.



|                                               |  | Twelve months ended December 31 |          
|---------------------------------------------- |  | ------------------------------- | ---------
|                                               |  | 2012                            |          
|                                               |  |                                 |          
|Short-term employee benefits (1)               |  | $                               | 1,208,400
|Post-employment benefits (2)                   |  |                                 | 35,600   
|Share-based payments (3)                       |  |                                 | 825,200  
|                                               |  |                                 |          
|Total compensation of key management personnel |  | $                               | 2,069,200



(1) Represents annual salary, fees, and short term incentives/bonuses
earned in the year.

(2) Represents Company contributions to retirement savings
plans.

(3) Represents the estimated value of stock options granted
in the year.



| | 22. | Insurance Claims and Settlements:
| | --- | ---------------------------------



In the first half of 2012, elements of
the secondary crusher at CR Briggs prematurely failed, creating insurable events. The Company received $435,800, net of a $100,000
deductible, for the principal property damage claim. This partial settlement was first applied to a $213,900 loss on disposal
of the failed components, and the insurance proceeds of $221,900 in excess of the loss on disposal were recorded as non-operating
“Other income”. Additional insurance payments remain contingent upon review by the insurer and therefore will be recognized
in the future if or as claims are accepted and settled by the insurer.



| | 23. | Subsequent Events:
| | --- | ------------------



On March 18, 2013, the C$17.5 million
remaining obligation due to Sprott has been extended. Under the terms of the amendment, Sprott has agreed that the outstanding
balance will be amortized in twelve equal monthly payments of $1.46 million each commencing September 30, 2013 and ending on August
29, 2014. Under a new covenant, once this secured facility has been reduced to C$11.5 million, the Company will be allowed to
incur up to $35 million in additional indebtedness for the construction of the Reward mine. The interest coupon on this facility
remains unchanged at nine percent per annum. As consideration for extending the credit facility, Atna will issue 675,240 common
shares of Atna to Sprott, pending TSX approval. The Sprott credit agreement precludes material sales of assets and material issuances
of secured debt during its term. The Sprott agreement includes a negative covenant preventing additional encumbrances at Briggs
through the term of the facility. The Sprott credit agreement may be terminated early, however an early prepayment fee of 2 percent
would be due Sprott.



39