20-F 1 v404628_20f.htm 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

	OR

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2014

	OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____________ to _____________

	OR

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report __________________

Commission File Number: 000-29336

ATNA RESOURCES LTD.

(Exact name of registrant as specified in its charter)

Not applicable

(Translation of registrant’s name into English)

Province of British Columbia (Canada)

(Jurisdiction of incorporation or organization)

14142 Denver West Parkway, Suite 250

Golden, Colorado 80401

United States

(Address of principal executive offices)

Rod Gloss

Vice President and Chief Financial Officer

14142 Denver West Parkway, Suite 250

Golden, Colorado 80401

United States

Telephone: (303) 278-8464

Fax: (303) 279-3772

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

None

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

Common Shares Without Par Value

(Title of Class)

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

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

Title of Each Class	Issued and Outstanding as at December 31, 2014

Common Shares without par value	207,347,362
Preferred Shares without par value	Nil

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

¨ Yes x No

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

¨ Yes x No

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

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ Yes ¨ No

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

¨ Large accelerated filer ¨ Accelerated filer x Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

¨ U.S. GAAP

x International Financial Reporting Standards as issued by the International Accounting Standards Board

¨ Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

¨ Item 17 ¨ Item 18

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

¨ Yes x No

TABLE OF CONTENTS

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS		4
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MINERAL RESERVES AND MINERAL RESOURCES		6
GLOSSARY OF SELECTED MINING TERMS		6
MINERAL RESERVE AND RESOURCE DISCLOSURE		8

PART I		9
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	9
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	9
ITEM 3.	KEY INFORMATION	9
ITEM 4.	INFORMATION ON THE COMPANY	17
ITEM 4A.	UNRESOLVED STAFF COMMENTS	49
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	49
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	61
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	78
ITEM 8.	FINANCIAL INFORMATION	79
ITEM 9.	THE OFFER AND LISTING	80
ITEM 10.	ADDITIONAL INFORMATION	82
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	91
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	94

PART II		95
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	95
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	95
ITEM 15.	CONTROLS AND PROCEDURES	95
ITEM 16.	RESERVED	96
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	96
ITEM 16B.	CODE OF ETHICS	96
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	97
ITEM 16D.	EXCEPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	98
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS	98
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	98
ITEM 16G.	CORPORATE GOVERNANCE	98
ITEM 16H.	MINE SAFETY DISCLOSURE	98

PART III		98
ITEM 17.	FINANCIAL STATEMENTS	98
ITEM 18.	FINANCIAL STATEMENTS	98
ITEM 19.	EXHIBITS	99

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of applicable securities legislation. These “forward-looking statements” are based on projections, expectations and estimates as of the report date or, in the case of documents incorporated by reference herein, as of the date of such documents. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans related to the future. All of the forward-looking statements made in this Annual Report are qualified by these cautionary statements.

Forward-looking statements may include, but are not limited to, statements with respect to the future price of gold and other minerals, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, anticipated costs of production, estimated capital expenditures, estimated net present values, estimated internal rates of return, estimated development activities, mine development plans, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks or claims, the anticipated use of proceeds from financings, anticipated capital spending and liquidity, the timing of commencement of commercial production, drilling schedules and potential results thereof, granting of permits and approvals, and the timing and potential results of studies and reports. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “is planned”, “expects” or “does not expect”, “is expected”, “is designed”, “budget” or “budgeted”, “scheduled”, “estimates”, “projects”, “forecasts”, “contemplates”, “continue”, “targets”, “targeted”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

In particular, this Annual Report and other documents incorporated by reference herein contain forward-looking statements pertaining to the following:

Any projections of earnings, revenues, synergies, costs and cost savings, cash flows, liquidity, capital spending, and other financial items;

Any projections of production, recoveries, stripping ratios, conversions of resources to reserves, operational efficiencies and inefficiencies, and other operating items;

Any projections that new financing can be obtained upon commercially acceptable terms given market and economic conditions at the time;

Any statement of the plans, strategies, objectives, and goals of management for future operations, including the Briggs mine production, development of the Pinson-underground, Pinson Mag open-pit, Cecil-R, and Columbia gold mining projects;

Any statements regarding future economic conditions or performance;

Any statements of belief or intent; and

Any assumptions regarding the foregoing.

The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and in the sections of thE MD&A entitled “Financial Risk Management”, “Critical Accounting Estimates” and “Risks and Uncertainties” and in the Company’s other filings with Canadian Securities Administrators and the US Securities and Exchange Commission (“SEC”):

Fluctuations in gold and other metals prices;

Risks relating to the Company’s ability to generate material revenues or obtain adequate financing or its planned exploration and development activities;

Actual results of current exploration activities;

Conclusions of economic evaluations;

Changes in project parameters as plans continue to be refined;

Possible variations in ore reserves, grade or recovery rates;

Failure of plant, equipment or processes to operate as anticipated;

Risks related to fluctuations in the currency market;

Risks related to the business being subject to environmental laws and regulations which may increase costs of doing business and restrict the Company’s operations;

Delays in obtaining government approvals or financing or in the completion of development or construction activities;

Risks related to hedging metal production and key operating inputs;

Risks related to operating hazards;

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

Risks related to estimation of reserves and resources;

Risks related to governmental regulation, including environmental regulation;

Risks related to competition;

Risks related to joint ventures;

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

Risks related to the uncertainty of the title of assets;

The need to attract and retain qualified management and technical personnel;

Risks related to reclamation activities on properties; and

Other risks described in other documents incorporated by reference herein.

Forward-looking statements provide information about management’s current expectations and plans relating to anticipated future events and are based on the Company’s current beliefs and assumptions regarding, among other things:

Future gold and other metals prices;

The overall success of the Company’s ability to generate material revenues and to obtain adequate financing for its planned exploration and development activities;

Actual results of current exploration activities;

Conclusions of economic evaluations;

Changes in project parameters as plans continue to be refined;

Future variations in ore reserves, grade, or recovery rates;

Failure of plant, equipment or processes to operate as anticipated;

Realization of benefits from all capital including deferred stripping costs incurred during development and production;

The estimated fair value of share-based compensation;

The estimated fair value of financial instruments and nonmonetary transactions;

Future profitability affecting deferred tax assets and liabilities;

The probable outcome of contingencies;

Fluctuations in the currency market;

The regulatory frame work governing environmental laws and regulations;

Possible delays in obtaining governmental approvals or financing or in the completion of development or construction activities;

Hedging metal production and key operating inputs;

Operating hazards;

The exploration, permitting, development and mining of precious metals;

Estimation of reserves and resources;

Capital costs, operating costs, production, metal recoveries and economic returns; and

The Company’s ability to attract and retain qualified management and technical personnel.

Statements relating to mineral reserves and resources are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the mineral reserves and resources described exist in the quantities predicted or estimated and can be profitably produced in the future. Estimated values of future net revenue do not represent fair market value. There is no certainty that it will be commercially viable to produce any portion of the resources.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management as of the date the statements are made, and the Company does not assume any obligation to update any forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For reasons set forth above, readers should not place undue reliance on forward-looking statements. Forward-looking statements are made as of the report date and other than as required by applicable securities laws, the Company assumes no obligation to update or revise such forward-looking statements to reflect new events or circumstances.

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MINERAL RESERVES AND MINERAL RESOURCES

We advise U.S. investors that the definitions of the terms “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” under the Standards on Mineral Resources and Mineral Reserves Definitions and Guidelines adopted by the Canadian Institute of Mining, Metallurgy and Petroleum are different than the definitions adopted by the SEC and applicable to U.S. companies filing reports with the SEC pursuant to SEC Industry Guide 7. It is the view of the SEC’s staff that:

A “final” or “bankable” Feasibility Study is required to meet the requirements to designate reserves under Industry Guide 7.

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

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

Cautionary Note to U.S. Investors – The SEC permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this report, such as “measured,” “indicated,” and “inferred mineral resources” which the SEC guidelines generally prohibit U.S. registered companies from including in their filings with the SEC. U.S. investors are urged to consider closely the disclosure in this Annual Report on Form 20-F.

GLOSSARY OF SELECTED MINING TERMS

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

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

Feasibility Study: A Feasibility Study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations together with any other relevant operational factors and detailed financial analysis, that are necessary to demonstrate at the time of reporting that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre-Feasibility Study.

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

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

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

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

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

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

Preliminary Feasibility Study (or Pre-Feasibility Study): A Preliminary Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.

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

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

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

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

Stope: An area developed in an underground mine for the purpose of extracting ore.

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

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

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

MINERAL RESERVE AND RESOURCE DISCLOSURE

Mineral Reserves and Mineral Resources are defined under National Instrument 43-101 (“NI 43-101”) as follows. NI 43-101 technical reports referenced herein can be viewed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

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

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

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

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

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

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

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

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

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

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

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

ITEM 3.

KEY INFORMATION

Selected Financial Data

The following tables summarize certain consolidated financial information of the Company. Excerpts from the audited consolidated financial statements for 2010 through 2014 have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The following information should be read in conjunction with the consolidated financial statements and notes thereto, included in Item 18 of this report. Monetary data not labeled herein is stated in United States Dollars (“U.S. Dollars” or “$”). Certain disclosures are reported in Canadian Dollars (“Canadian Dollars” or “C$”). See Exchange Rates Data in this section.

Year ended	2014			2013			2012		2011			2010
Total revenues	$	41,484,300		$	45,035,100		$	59,763,300	$	51,755,400		$	30,606,900
Net (loss) income	$	(15,360,200	)	$	(49,619,600	)	$	6,886,000	$	15,084,400		$	(5,891,900	)
Basic and diluted (loss) income per share	$	(0.08	)	$	(0.32	)	$	0.05	$	0.14		$	(0.07	)
Working capital	$	12,098,400		$	(7,039,800	)	$	6,429,000	$	(4,726,500	)	$	11,734,800
Total assets	$	96,245,400		$	112,277,300		$	160,184,700	$	131,205,300		$	83,206,100
Total liabilities	$	33,666,200		$	35,767,300		$	42,816,200	$	44,413,700		$	26,069,500
Total shareholders' equity	$	62,579,200		$	76,510,000		$	117,368,500	$	86,791,600		$	57,136,600
Number of shares issued and outstanding		207,347,362			189,922,144			144,989,922		117,374,643			99,002,468

Exchange Rate Data

There is no requirement to provide any information under this item.

Capitalization and Indebtedness

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

Reasons for the Offer and Use of Proceeds

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

Risk Factors

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

Risk Factors Relating to the Company

Precious and Base Metal Price Fluctuations

The profitability of the Company’s operations is dependent upon the market price of certain precious and base metals. The markets for gold and other metals are affected by numerous factors, many of which are beyond our control. Such factors include the price of the metal in the marketplace, imports of metals from other nations, demand for metals, the availability of adequate refining and milling facilities, and the market price of competitive metals used in the same industrial applications. The market price of metals is volatile and beyond our control. Gold prices are generally influenced by basic supply/demand fundamentals, inflation, alternative investment markets, and the strength or weakness of the U.S. Dollar. Demand for gold as a safe haven against economic turmoil, currency devaluations and other factors in the financial marketplace often has more of an impact on the price of gold than does the annual production of gold. The market dynamics of supply/demand can be heavily influenced by economic policy; e.g., central banks sales/purchases, political unrest, conflicts between nations, and general perceptions about inflation. Fluctuating metal prices may have a significant impact on our results of operations and operating cash flow. Decreasing mineral prices will adversely affect the market values of our properties and may lead to the recording of asset impairments.

Hedging Risks Related to Precious Metal Production and Key Operating Inputs

The Company may from time to time enter into gold hedge contracts to protect against declines in the price of gold or it may also enter into consumable off-take agreements that may protect against the increasing cost of consumables such as diesel fuel. The Company’s goal is to protect the Company’s cash flows against declining gold prices or increasing diesel prices. The Company’s primary risk mitigation for hedge transactions is its policy to limit net hedge levels to 50 percent of its expected gold production or diesel usage. Although a hedging program is designed to protect cash flow against a decline in the price of gold or rise in the price of diesel fuel, it could also limit the Company’s gold realizations over the term of a hedge contract during periods of increasing gold prices or could increase diesel costs during periods of declining diesel prices.

Operating Hazards and Risks

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

Exploration and Development

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

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

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

Calculation of Reserves and Resources and Precious and Base Metal Recovery

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

Government Regulation

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

Environmental Factors

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

Competition and Agreements with Other Parties

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

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

Ongoing Financing

The business of mineral exploration and extraction involves a high degree of risk with very few properties that are explored ultimately achieving commercial production. As a mining company in the exploration, development and mining stage, the ability of the Company to conduct exploration, development and mining operations is affected principally by its ability to raise adequate amounts of capital through equity financings, debt financings, joint ventures or joint operations of projects, asset sales and other means. In turn, the Company’s ability to obtain funding depends in part upon the market’s perception of its management and properties, the price of gold, the marketability of its securities, the attractiveness of its assets for sale and its creditworthiness with potential lenders. Servicing existing debt, previously incurred to finance projects, may hamper the Company’s ability to invest in new projects and obtain new financing. There is no assurance that the Company will be successful in obtaining required financing.

Cash Flow

The Company operates the Briggs and Pinson gold mines which are its principal sources of operating cash flow. Any cash flow provided by Briggs or Pinson may be used to fund some or all of the Company’s working capital (current assets less current liabilities), capital expenditures, exploration, project development, and other general corporate costs. The Company has limited financial resources and there is no assurance that additional funding will be available to allow the Company to accomplish its stated goals or to fulfil its obligations with regard to existing debt, development, exploration, and joint venture properties. Failure to obtain additional financing could result in delay or indefinite postponement of further development and/or exploration and the possible, partial or total loss of the Company’s interest in certain properties.

Our ability to make payments on and to refinance our indebtedness, including the obligations under our January 2014 credit facility with Waterton (the “Waterton Loan”), and to fund working capital, capital expenditures, exploration, project development, and other general corporate purposes will depend on our ability to generate cash flow from operations. This, to a certain extent, is subject to economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

In the past, our cash flow from operations, available cash and available borrowings have been adequate to meet our liquidity needs; however, that does not mean that this will remain the case in the future. If our business does not generate sufficient cash flows from operations, we do not realize desired cost savings and operating improvements or future borrowing is not available to us, including on acceptable terms, we may be unable to service our indebtedness or to fund our other liquidity needs.

We may need to refinance all or a portion of our indebtedness, including the Waterton Loan, on or before maturity. We can provide no assurances that we will be able to refinance our indebtedness on commercially reasonable terms or at all.

In the absence of sufficient cash flow from operations, available cash, available borrowings under our credit facilities or a refinancing of our indebtedness, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The Waterton Loan restricts our ability to dispose of material assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds from such dispositions, or the proceeds may not be adequate to meet any debt service obligations then due.

Restrictive Covenants

The Waterton Loan agreement contains a number of covenants that limit the discretion of our management with respect to certain business matters and may impair our ability to respond to changing business and economic conditions. For example, under the terms of the Waterton Loan, certain assets owned directly by Canyon Resources Corp., CR Briggs Corporation, CR Montana Corporation, and Atna Resources Inc. are pledged as security. Covenants restrict equipment financings to $12 million and require Waterton’s consent for material asset sales. The Agreement precludes additional borrowings and guarantees of debt, except for Permitted Debt and Liens. If we fail to comply with any of these covenants or the other restrictions contained in the Waterton Loan agreement or any future financing agreements, an event of default could occur. An event of default could result in the acceleration of some or all of our debt. If the debt is accelerated, we may not have, and may not be able to obtain, sufficient funds to repay our debt.

Our Indebtedness

As of December 31, 2014, we had total indebtedness (notes and finance leases) of $23.8 million and total liabilities of $33.7 million. Our indebtedness could have important consequences. For example, it could:

•

make it more difficult to satisfy other financial obligations;

•

increase our vulnerability to adverse economic and industry conditions;

•

require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, exploration, project development, and other general corporate purposes;

•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•

limit our ability to borrow additional funds; and

•

limit our ability to make future acquisitions or investments.

Conflict of Interest

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

Title to Assets

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

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

Dividends

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

Resale of Shares

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

Joint Arrangements

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

Potential Litigation

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

Risk Factors Specific to the Company

Gold Recovery

Atna operates two gold mines, the Briggs Mine in Inyo County, California and the Pinson Mine located in Humboldt County, Nevada through wholly owned subsidiaries of the Company. Briggs has been producing gold since the second quarter of 2009 and produced approximately 30,900 ounces of gold during 2014. Briggs is a conventional open pit mine that utilizes a gold heap-leach and carbon absorption/desorption process to collect gold in solution from mined ores. The gold bearing solution is further concentrated by an electrowinning circuit, which collects the gold onto electric cathodes which are then melted into gold doré bars. Gold doré is shipped to a third party for final refining.

Operations at Pinson re-started in June 2014 and ores containing approximately 3,620 ounces of gold were sold in 2014. Gold ore is mined by underground methods and sold to third parties who pay for a percentage of the recoverable gold content of the ore based on actual gold recovery, grade of the ores sold, carbon content of the ores, and other factors.

Numerous factors impacting gold recovery include variation in ore grade, rock type, chemistry, solution concentration, leach pad or autoclave dynamic lime-addition, grind or crush size, pH, cyanide concentration, temperature, rainfall, irrigation time, pressure stripping, refining efficiencies, autoclave feed rates, and other factors.

Production Costs and Risk Factors

The cost of gold produced may be impacted by numerous variables including ore grade and gold recovery, and depending on mining method and processing methods: stripping ratio, mining rates, stope backfill requirements, contractor costs, haulage distances, fuel and consumable costs, labor and benefit costs, equipment operating and maintenance costs, availability of third party ore processing capacity, and numerous other factors. Production risk factors may include labor strife, slope failure, collapse of underground workings, poor gold recovery, unavailability of skilled labor and management, availability of mining equipment, lack of machine parts, availability of consumables used in mining, mine plan implementation, weather, governmental regulations, other operating factors, and the lack of sufficient amounts of cash or available financing necessary to fund operations and project development.

Legislation and Regulations May Cause the Development of Projects Adjacent To Briggs to Become Uneconomic.

On April 10, 2003, the California State Mining and Geology Board enacted a Backfill Regulation (the “Backfill Regulation”) that requires that all future metal mines, with certain exceptions, be backfilled to the approximate original contour of the landscape subject to certain limitations. Any new open pit developments on our properties outside the existing Briggs plan of operations area may be required to comply with the Backfill Regulation.

Atna Has Significant Obligations At Its Mines, Which May Adversely Impact Liquidity.

Briggs operates under permits granted by various agencies including the U.S. Department of the Interior Bureau of Land Management (the “BLM”), Inyo County, California, the California Department of Conservation, and the Lahontan Regional Water Quality Control Board (“Lahontan”). The Company has posted reclamation bonds with these agencies in the amount of $4.5 million, supported by sureties.

The Company has posted reclamation bonds for Pinson with the BLM and the State of Nevada in the amount of $1.7 million, which is supported by a surety.

Please refer to the discussion below of the “Kendall, Montana” property and its reclamation requirements. In addition to $2.4 million of cash deposits held as reclamation bonds, the Company has posted an additional $0.2 million of reclamation bonds, supported by a surety, with the Montana Department of Environmental Quality (“MDEQ”).

All surety bonds are subject to annual review and adjustment. Surety bonds totaling $1.0 million for the Reward and Clover properties, which were sold in November 2014, were outstanding at December 31, 2014 and will be outstanding until authorities release them, having replaced them with bonds provided by the buyer of the properties. Surety bonds presently totaling another $0.1 million are outstanding for Columbia, and other properties.

Development Risks at Pinson

Mine development is subject to numerous risks. These risks are typically quantified through technical and economic estimates generated in Pre-Feasibility and Feasibility Studies. There is no guarantee that these estimates will be correct or realized once the mine is developed.

The Company commenced development of the Pinson Underground mine in January 2012. In June of 2013, Pinson Underground mine development activities were halted and the mine was placed on care and maintenance. In June 2014, operations re-started at Pinson, and the mining rate is currently being increased.

A Pre-Feasibility Study for the Mag open-pit mine at Pinson was completed in October 2014. This study will be utilized as the basis for the submission of a mine-plan-of-operation to support Mine Reclamation and Water Pollution Control permit applications with State regulatory authorities. No guarantee exists that permits for this project can be obtained.

Montana Regulatory Authorities May Impose Additional Reclamation Requirements On Our Closure Of The Kendall Mining Property

Kendall operated under permits issued by MDEQ and other regulatory agencies. In April 2012, Kendall entered into an agreement with the MDEQ, whereby Atna agreed to provide financial support to complete a final EIS closure study. As part of this agreement, Kendall submitted on July 25, 2012 an application to the MDEQ providing a final closure and reclamation plan for the Kendall mine site. In October 2014, Atna was advised by the MDEQ that it had reviewed the Kendall Mine’s amended Closure and Water Management Plan Application and had determined that the amendment application is complete and complies with substantive requirements of the Metal Mine Reclamation Act, relying on the environmental analysis provided in the Kendall amendment application. Based on this determination, the MDEQ will issue a draft permit amendment. Changes to regulation may impact the outcome and cost of final closure requirements.

The Company was not a Passive Foreign Investment Company, or PFIC, for the year ending December 31, 2014, although we may have been in prior years which could result in adverse U.S. Tax Consequences to U.S. Investors.

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

ITEM 4.

INFORMATION ON THE COMPANY

History and Development of the Company

Atna Resources Ltd. was incorporated under the Company Act of the Province of British Columbia, Canada, on May 30, 1984, by registration of its Memorandum and Articles under its present name. The Company was extra-territorially registered in the Yukon Territory on April 13, 1995. The Company’s business is to explore, acquire, develop, and mine precious metals, uranium and other mineral properties. The Company’s properties are primarily located in the United States and Canada. The Company is a reporting issuer in British Columbia, Alberta, Ontario and Nova Scotia and a Foreign Private Issuer in the U.S., based on the residency of stockholders as of June 30, 2014. The Company’s common stock is listed on the Toronto Stock Exchange (the “TSX”) under the symbol “ATN” in Canada and on the OTCQB Marketplace (the “OTCQB”) under the symbol “ATNAF” in the U.S.

Atna merged with Canyon Resources Corporation (“Canyon”) on March 18, 2008, at which time Canyon became a wholly-owned subsidiary of the Company. Canyon was incorporated under the General Corporation Laws of the State of Delaware in 1979.

The Company’s principal expenditures in recent years include those for general corporate purposes; mine development, primarily at Pinson and Briggs; and servicing debt. General corporate purposes primarily include: profit or loss on sales from mining operations, exploration expense, property maintenance expense, expenditures to build inventories and working capital, spending on asset retirement obligations, and net interest expense. Virtually all of the Company’s investments in the last three years have been in the western U.S.

A summary of the Company’s significant net cash outflows is set forth below, as well as a summary of amounts expended on exploration, property maintenance, and general and administrative expenses.

Net Uses of Cash	2014		2013		2012		3-Year Total
Mine development and purchases of property and equipment	$	6,939,400	$	26,410,800	$	21,705,700	$	55,055,900
Capitalized loan interest - Pinson		-		1,185,600		2,161,400		3,347,000
Addition of stripping activity assets - Briggs		1,108,700		3,187,500		540,500		4,836,700
Changes in operating assets and liabilities		1,033,300		-		2,484,700		3,518,000
Repayments of Debt		24,581,600		9,559,500		5,573,900		39,715,000
Effect of exchange rate changes		18,000		167,700		6,500		192,200
Total net uses of cash	$	33,681,000	$	40,511,100	$	32,472,700	$	106,664,800

Exploration expense	$	308,400	$	703,900	$	1,733,300	$	2,745,600
Property maintenance expense		797,400		1,132,200		-		1,929,600
General and administrative expense	$	3,588,500	$	4,842,100	$	4,834,000	$	13,264,600

The Company’s expenditures have been financed primarily by cash flows from operations, debt refinancing, equity financings, and proceeds from the sale of assets as follows.

Net Sources of Cash	2014		2013		2012		3-Year Total
Net contribution by Operations, less Changes in operating assets and liabilities	$	390,100	$	4,239,000	$	16,075,200	$	20,704,300
Changes in operating assets and liabilities		-		4,068,100		-		4,068,100
Preproduction gold sales		-		6,532,400		1,353,100		7,885,500
Proceeds from sale of investments		141,000		42,100		833,600		1,016,700
Proceeds from asset sales		11,387,300		736,600		135,800		12,259,700
Proceeds from insurance settlement		-		368,800		435,800		804,600
Decrease in restricted-cash / surety-deposits		3,400		645,000		391,000		1,039,400
Exercise of stock options		-		31,400		337,400		368,800
Exercise of warrants		-		-		5,960,100		5,960,100
Net Proceeds from equity financings		1,826,700		5,294,700		16,330,500		23,451,900
Net Proceeds from debt refinancing		21,304,800		-		-		21,304,800
Total net sources	$	35,053,300	$	21,958,100	$	41,852,500	$	98,863,900

In January of 2014, the Company entered into a $22.0 million credit facility, the Waterton Loan, with Waterton Precious Metals Fund II Cayman, LP (“Waterton”) pursuant to which debt and other obligations were refinanced with a note due January 31, 2016. (See “Item 5”, “B. Liquidity and Capital Resources, “Financing Transactions”, “Debt” below for a complete description of the refinancing.) In November 2014, the Company sold CR Reward Corporation (Reward), which held the Reward Gold Mine near Beatty, Nevada, and its Clover gold-exploration property (Clover) in Elko County, Nevada, for $10.0 million. $5.0 million of the proceeds was applied to paying-down principal and interest owed to Waterton, reducing the balance of the Waterton Loan, inclusive of accrued fees, at December 31, 2014 to $18.2 million. The remaining $5.0 million of proceeds were available for general working capital purposes. The principal uses of funds anticipated within the next 12 months are the accumulation of cash to pay-down or pay-off the Waterton Loan and for general corporate working capital uses.

Business Overview

The Company is involved in all phases of the mining business including exploration, preparation of Pre-Feasibility and Feasibility studies, permitting, construction and development, operation, and final closure of mining properties. Atna offers value to its investors through leverage to gold price through the development and operation of precious-metal mines in the politically stable western United States. The Company owns or controls a number of properties with well-defined gold resources, providing a call on future value that can be unlocked either through direct development and production or through the development and sale of assets.

The Company is targeting production of 55,000 to 65,000 ounces of gold, combined, from both Briggs and Pinson in 2015. The consolidated average cash cost of gold production is expected to be between $800 and $900 per ounce, and all-in sustaining cost (AISC) is expected to be between $890 and $990 per ounce in 2015.

The Company is focused on generating cash by taking full advantage of past investments in mine development and recovering in-process gold inventories, while also embracing technical and contractual improvements to its operations to reduce operating costs. Cash flows in 2015 are expected to be enhanced by a number of factors:

The Pinson Underground mine was substantially developed for production in 2012-2013. Only minimal development expenditures are required to continue and increase production at the property. Our anticipated operating strategy is to fund ongoing development with profits from mine operations.

Long-hole stoping was successfully tested at Pinson in the Third Quarter 2014. This mining method results in higher productivity and lower operating costs than the underground drift and fill method exclusively utilized during prior operations at Pinson Underground. A combination of both mining methods will be utilized as appropriate in future mine operations.

The Company has entered into favorable agreements for the sale of Pinson ore to Newmont’s nearby Twin Creeks’ metallurgical facilities. This substantially reduces transportation and working capital costs, while the modern processing facilities at Twin Creeks have improved gold recoveries.

Pinson has entered into a productivity-based mining agreement with an experienced contract-mining group reducing overall mining costs.

Pre-stripping activities in the Briggs Main North (BMN) pit were completed in the Third Quarter 2014. This pit is providing a strong source of ore with declining waste stripping ratios. Mining in this pit is anticipated to continue into the second half of 2015, substantially reducing working capital requirements at Briggs. Additional pre-stripping activity may be planned to open other pits as justified by improvements in the gold market.

The Briggs mine retains a substantial inventory of work-in-progress gold inventory in the leach pad and gold plant. Incremental costs to complete and recover the gold from the leach pad are limited to leaching and processing costs. Plant and leach operations will focus on the recovery of this gold inventory over the next several years.

The Company’s financial results are not significantly impacted by seasonality. Expenses and income vary depending on gold price; the tons of ore mined and processed; ore grades; stripping ratios; labor, diesel, chemical, tire, aggregate, and maintenance costs; contract mining and processing costs; gains and losses on derivatives; gains or losses on the sale of investments and disposals of properties; and other factors. Significant operating costs include: labor and benefits, fuel, maintenance and supplies, chemicals, explosives, and outside services. Competition for experienced mining staff continues to be an issue and has been a factor in increasing the costs of doing business. Fuel cost is a significant cost factor at Briggs. In 2014 and 2013, diesel fuel represented approximately 23 percent and 22 percent of “Cost of sales, excluding depreciation”, respectively. The prices of consumable materials, used in the production and processing of gold ores, stabilized in 2013 after rapid price increases over the prior three years and declined in late 2014, led by recent declines in the price of oil.

In August 2011, the Company issued a C$20 million note (“Sprott Loan”) to Sprott Resource Lending Partnership (“Sprott”) to finance the acquisition and initial development of Pinson, through the acquisition of the remaining 70 percent interest in the Pinson Property, further described under “D. Property, Plant and Equipment – Production Property – Pinson Mine Property, Nevada”. Pinson Underground was developed in 2012 and 2013 and placed on care and maintenance in June 2013. In June of 2014, the Company re-commenced mining operations at Pinson Underground. (See descriptions of historical financings under “Item 5, B. Liquidity and Capital Resources, Debt”.)

In November 2014, the Company sold Reward and Clover, by way of a $10.0 million Share Purchase Agreement with Waterton Nevada Splitter, LLC, a portfolio company of Waterton. Approximately $5.0 million of the proceeds was applied to paying down principal and interest owed under the Waterton Loan. The remaining $5.0 million of proceeds were available for general corporate purposes. The tax- and cost- basis in these properties was $4.4 million.

The Company reviews acquisition opportunities that could provide potential long term value through further investment. The target property would need to be located in a setting where positive community relations may exist, where development of that property would not create long term environmental issues, and where there is a reasonable chance of obtaining the required permits and a profitable gold mine can be developed.

County, state, and federal regulatory agencies having authority over the Company’s exploration, development and mining are numerous and include, but are not limited to: Mine Safety and Health Administration, U.S. Department of Occupational Safety and Health, Department of the Interior, Bureau of Land Management (BLM), U.S. Forest Service, U.S. Department of Alcohol Tobacco and Firearms, U.S. Department of Homeland Security, U.S. Environmental Protection Agency, U.S. Corp of Engineers, California Department of Occupational Safety and Health, California Air Resources Board, Great Basin Unified Air Pollution Control District, California Regional Water Quality Control Board, California Department of Fish and Game, California Environmental Protection Agency, Nevada Division of Environmental Protection (NDEP), the Montana Department of Environmental Quality (MDEQ), Inyo County California, Nye County Nevada, and Humboldt County Nevada.

Numerous factors affect the marketing of metals, many of which are beyond our control. Products are dictated by the ore reserves located, developed, and mined. Metals are widely traded on international markets, so the sale of products does not require significant marketing except to the extent milling and refining capacities become a limitation. Metal prices are determined by volatile international market factors beyond the Company’s control. Such factors include marketplace speculation as to gold’s value as a safe haven, basic supply/demand fundamentals, inflation, conditions in alternative investment markets, the strength or weakness of the U.S. Dollar, governmental economic policies, central banks’ sales and purchases, political unrest, and other factors noted under “Item 3. D. Risk Factors”. Fluctuating metal prices may have a significant impact on our results of operations and operating cash flow. Decreasing mineral prices will adversely affect the market values of our properties and may lead to the recording of asset impairments.

The decision to put a mine into production and the commitment of the funds necessary for that purpose must be made long before the first revenues from production will be received. The economics of a gold mine change over time due to gold price fluctuations during the project’s life. Although it is possible in certain circumstances to protect against price fluctuations by hedging, at a cost and given adequate credit facilities, the volatility of mineral prices represents a substantial risk to the realization of adequate returns. In the last five years, the London PM Fix price per ounce of gold has been between $1,142 (November 2014) and $1,895 (September 2011). The range of price movements in 2014 was between $1,142 and $1,385 per ounce, with the average London PM Fix price being $1,266 per ounce.

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

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

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

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

Organizational Structure

The Company owns all of the issued and outstanding shares of the common stock of Canyon. The organizational chart below reflects the Company’s legal ownership of its significant subsidiaries and ownership interests in various gold properties as of the date of this Annual Report on Form 20-F. Properties are routinely acquired, sold, subjected to a joint-venture, or abandoned in the ordinary course of business.

Property, Plant and Equipment

Summary of Mineral Reserves and Resources

The mineral reserve and resource figures below are estimates, subject to forward-looking-statement limitations. The reader is urged to review the sections of this Annual Report entitled “Cautionary Information About Forward Looking Statements” and “Risk Factors”. All reserve and resource figures are considered current as indicated in the footnotes to the tables. The scientific and technical information about the Company’s mineral properties contained in this Report has been prepared under the supervision of, reviewed by and approved by William Stanley, a Registered Member of the Society for Mining, Metallurgy and Exploration, a Licensed Geologist, the Company's Vice President Exploration, a “qualified person” as that term is defined in NI 43-101.

The mineral resources reported below, other than those declared as proven and probable mineral reserves, have no demonstrated economic viability at this time. The quantity and grade of reported Inferred Mineral Resources in these estimations are based on limited information and should be considered conceptual in nature. It is uncertain if further exploration will result in discovery of a Measured or Indicated Mineral Resource within those areas classified as Inferred Resources.

A NI 43-101 Technical Report and Pre-Feasibility Study on the Pinson property titled “NI 43-101 Technical Report, Pinson Project, Preliminary Feasibility Study, Humboldt County, Nevada” dated October 17, 2014 with an effective date of June 30, 2014 (the “Pinson Technical Report”) was endorsed by Richard E. Kiel, PE, Edward H. Minnes, PE, and Russ Browne, PE, all of Golder Associates Inc., Joseph M. Keane, PE of SGS Metcon/KD Engineering, Donald E. Hulse, P.E. of Gustavson Associates, LLC and Mark A. Odell, PE and Karl T. Swanson, SME, MAusIMM, of Practical Mining LLC. The Company is currently mining the new underground reserve and progressively ramping-up production levels. Additional permitting is required to commence development of the open pit reserves at the project.

Gold Mineral Reserves - Proven and Probable ^{(1 & 2)}

Category	Tons (x1,000)		Au (oz/ton)		Contained Ounces
Briggs⁽¹⁾100% Atna
Proven		2,157		0.017		37,584
Probable		1,862		0.017		31,314

Briggs reserves		4,019		0.017		68,899

Pinson Underground⁽²⁾ 100% Atna
Proven		62		0.375		23,224
Probable		327		0.408		133,144

Pinson Underground reserves		389		0.402		156,368

Total reserves		4,408		0.051		225,267

⁽¹⁾

Briggs mineral reserve summary is based on a 0.0069 opt gold incremental leach cut-off grade calculated using $1,300 per ounce gold supported by the report titled “2012 NI 43-101 Technical Report on the Briggs Mine, Inyo County, California” dated May 29, 2012 with an effective date of March 26, 2012 (the “Briggs Report”) prepared by Alan C. Noble, P.E. of Ore Reserves Engineering, Michael J. Read, SME-RM of Chlumsky, Armbrust & Meyer LLC, William R. Stanley, SME-RM, V.P. Exploration of the Company, and Douglas E. Stewart, P.E., former V.P. and COO of the Company. Messrs. Noble and Read are independent qualified persons in accordance with NI 43-101 and Messrs. Stanley and Stewart are non-independent qualified persons in accordance with NI 43-101. The Briggs Report was filed on SEDAR on May 22, 2012. The mineral reserve has been updated and reconciled by Mr. Read for mine production through 2014 and is current as of December 31, 2014.

⁽²⁾

Both the Pinson Open Pit –Mag Pit and Pinson Underground reserves are supported by the NI 43-101 Technical Report and Pre-Feasibility Study on the Pinson property titled “NI 43-101 Technical Report, Pinson Project, Preliminary Feasibility Study, Humboldt County, Nevada” dated October 17, 2014 with an effective date June 30, 2014 (filed on SEDAR in October 2014) (the “Pinson Technical Report”), endorsed by Richard E. Kiel, PE, Edward H. Minnes, PE, and Russ Browne, PE, all of Golder Associates Inc., Joseph M. Keane, PE of SGS Metcon/KD Engineering, Donald E. Hulse, P.E. of Gustavson Associates, LLC and Mark A. Odell, PE and Karl T. Swanson, SME, MAusIMM, of Practical Mining LLC. Mineral reserves have been updated and reconciled for mine production in 2014 and are current as of December 31, 2014.

Gold Mineral Resources - Measured, Indicated and Inferred ^{(1, 2, 3, 4, and 5)}

Category	Tons (x1,000)		Au (oz/ton)		Contained Ounces
Measured
Briggs - 100% ^(1,2)		9,503		0.021		197,034
Pinson - Underground 100%^(1,3)		61		0.558		34,129
Pinson - Open pit 100% ^(1,3)		21,159		0.035		732,000
Columbia - 100% ⁽⁴⁾		5,370		0.047		254,400
Cecil-R - 100% ⁽⁵⁾		858		0.024		20,800

Total measured		36,951		0.034		1,238,363

Indicated
Briggs - 100% ^(1,2)		16,378		0.019		306,504
Pinson - Underground 100% ^(1,3)		737		0.419		309,011
Pinson Open pit 100% ^(1,3)		4,307		0.058		249,600
Columbia - 100% ⁽⁴⁾		11,294		0.043		487,300
Cecil-R - 100% ⁽⁵⁾		2,382		0.022		52,700

Total indicated		35,098		0.040		1,405,115

Measured & indicated
Briggs - 100% ^(1,2)		25,881		0.018		503,538
Pinson - Underground 100%^(1,3)		798		0.430		343,140
Pinson - Open pit 100% ^(1,3)		25,466		0.039		981,700
Columbia - 100% ⁽⁴⁾		16,664		0.045		741,700
Cecil-R - 100% ⁽⁵⁾		3,240		0.023		73,500

Total measured & indicated		72,049		0.037		2,643,578

Inferred
Briggs - 100% ⁽²⁾		11,949		0.018		213,181
Pinson - Underground 100%⁽³⁾		1,672		0.419		700,757
Pinson - Open pit 100% ⁽³⁾		824		0.034		28,300
Columbia - 100% ⁽⁴⁾		10,705		0.042		453,600
Cecil-R - 100% ⁽⁵⁾		5,144		0.019		99,400

Total inferred		30,294		0.049		1,495,238

Silver Mineral Resources (Columbia) - Measured, Indicated and Inferred ⁽⁵⁾

Category	Tons (x1,000)		Ag (oz/ton)		Contained Ounces
Measured		5,370		0.155		831,100
Indicated		11,295		0.115		1,304,400

Total measured & indicated		16,665		0.128		2,135,500

Total inferred		10,705		0.097		1,035,800

Mineral Resources for Briggs, Pinson Underground, and Pinson Open Pit include Proven and Probable Reserves.

Briggs Report, NI 43-101 Technical Report Briggs Mine, dated May 29, 2012; 0.006 opt gold cut-off, adjusted for actual production through December 31^st, 2014 and other changes during production.

Pinson Technical Report, NI 43-101 Technical Report, dated October 17, 2014: using 0.22 opt sulphide and 0.190 opt oxide cut-off (underground) and 0.010 opt cut-off (open pit). The underground resource has been reconciled against development and mining completed through December 31, 2014.

Columbia Report, NI 43-101 Technical Report Columbia Gold Property, June 2010; 0.020 opt gold cut-off.

Cecil R Report, NI 43-101 Technical Report Cecil R Gold Property, March 2010; using a 0.010 opt gold cut-off.

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

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

PRODUCTION PROPERTIES

Briggs Mine, California

The Briggs gold mining property (“Briggs”) was acquired by the Company in 1990. The Briggs mine was initially constructed in 1995; mining ceased in 2004 due to gold-market conditions, and commercial production recommenced in mid-2009. Briggs is a conventional open pit mine that uses heap leach gold recovery methods. Ore is crushed to a targeted 80 percent passing a ¼-inch-screen prior to placement on the leach pad; and targeted gold recovery from the leaching process is 80 percent.

Briggs is located on the west side of the Panamint Range near Death Valley, California. From the city of Ridgecrest, Briggs is accessed by State Highway 178, which passes through the mining town of Trona and to the ghost town of Ballarat, a distance of 42 miles. The mine is reached from Ballarat by means of an improved dirt road which heads south and skirts the east side of Panamint Valley, a distance of eight miles. The legal description of the project area is Townships 21 through 23 South, and Ranges 44 through 45 East, Mount Diablo Meridian.

The Briggs mine is located on 156 unpatented claims, including 15 mill site claims, covering approximately 2,890 acres, on land administered by the BLM. No royalties are payable at Briggs. In addition to Briggs, the Company owns or controls four satellite projects (“Briggs Satellite Projects”) totaling 2,505 acres located between two and four miles north of Briggs: Cecil R, which includes 48 claims; the Jackson project (“Jackson”) located on 40 unpatented claims, two patented claims and one patented mill site; and the Mineral Hill project (“Mineral Hill”) and Suitcase projects (“Suitcase”) located on 48 unpatented claims. All of the mining claims are located on land prescribed for multiple use management by the BLM.

Briggs met production targets in 2014 for total tonnages mined, but did not meet ore production targets. Through the first three quarters of 2014, mined ore originated primarily from the Goldtooth pit where mineralization is controlled by proximity to the Goldtooth fault structure. High grade ore zones associated with the fault were modeled to be relatively continuous, but in actuality were found to be in pods, with limited continuity, reducing ore tons available for mining. As a result, actual ore production reconciled poorly against the resources modeled in this pit. This shortfall resulted in periods of low or no ore supply to the crusher, reducing ore tons placed on the leach pad, which ultimately reduced overall gold production at Briggs for the year. Mining in the Goldtooth pit ended several months before expected due to a slope failure in the lower reaches of the pit and the presence of water in the lower benches. The Company impaired $1.0 million of residual book-value for this pit when it was depleted in Fourth Quarter 2014.

In the Third Quarter 2014, the primary ore supply transitioned from the Goldtooth pit to the Briggs Main North (BMN) pit as stripping activities were completed. Ore mining in the BMN pit is expected to continue under the current operating plan through August of 2015. To date, ore tons and grades mined from the BMN pit have exceeded resource model projections. A decision was made to stop ongoing stripping activity on the Briggs Main (BM) pit, the next pushback in the sequence, due to limited profit potential under current gold market conditions. Should gold prices improve for a sustained period, re-commencement of stripping activity may be considered. Approximately 2.5 million tons of waste stripping is required to access an additional two years of ore supply in the BM pit. Water pumping from the bottom of the BM pit will be required to maintain dry working conditions.

The crushing plant at Briggs continues to be a bottleneck to production. No major component failures were experienced in the plant in 2014, but design bottlenecks and numerous small mechanical and electrical failures continued to hamper operations. Additional maintenance and capital investments in the power plant, conveying equipment, and the crushing/screening plant will be required to improve availability and operating rates in the crushing, power and process plants.

Targeted production for Briggs in 2015 is 25,000 to 30,000 ounces of gold, with the average full-year cash cost expected to be in the range of $800 to $900 per ounce. This cash cost is improved relative to recent historical periods due to a declining stripping ratio in the first half of 2015 and to a lower cost of gold recovery from inventory in the second half of 2015. AISC of $1,000 to $1,100 per ounce is expected in 2015 for Briggs.

Production details for Briggs in 2014 and 2013 are shown in the following tables.

	First		Second		Third		Fourth		Total
Production Statistics for 2014	Quarter		Quarter		Quarter		Quarter		2014
Waste tons		2,522,000		2,767,800		2,835,700		2,464,500		10,590,000
Ore tons		599,300		474,700		431,400		484,000		1,989,400
Total tons		3,121,300		3,242,500		3,267,100		2,948,500		12,579,400
Strip ratio (waste tons / ore tons)		4.2		5.8		6.6		5.1		5.3
Ore grade (oz/ton)		0.019		0.020		0.023		0.020		0.020
Contained gold ounces mined		11,400		9,290		9,800		9,800		40,290
Gold ounces sold		7,800		8,200		7,300		7,600		30,900
Recoverable gold ounces in inventory		19,000		18,100		18,000		17,900		17,900
Cash cost of gold sales ($/oz)	$	1,038	$	1,056	$	1,042	$	1,013	$	1,037
All-in sustaining cost (AISC) ($/oz)	$	1,175	$	1,215	$	1,190	$	1,156	$	1,184

	First		Second		Third		Fourth		Total
Production Statistics for 2013	Quarter		Quarter		Quarter		Quarter		2013
Waste tons		2,635,600		2,505,800		1,975,100		2,369,300		9,485,800
Ore tons		371,800		562,200		624,100		581,500		2,139,600
Total tons		3,007,400		3,068,000		2,599,200		2,950,800		11,625,400
Strip ratio (waste tons / ore tons)		7.1		4.5		3.2		4.1		4.4
Ore grade (oz/ton)		0.022		0.019		0.019		0.018		0.019
Contained gold ounces mined		8,000		10,800		11,600		10,600		41,000
Gold ounces sold		7,700		6,800		9,100		8,100		31,700
Recoverable gold ounces in inventory		15,100		17,300		17,300		18,100		18,100
Cash cost of gold sales ($/oz)	$	1,098	$	1,131	$	986	$	977	$	1,042
All-in sustaining cost (AISC) ($/oz)	$	1,452	$	1,409	$	1,084	$	1,109	$	1,249

Note: Cash cost of gold per ounce sold is a non-IFRS measure and is calculated utilizing Gold Institute Standards. All-in sustaining cost (AISC) is also a non-IFRS measure and is calculated utilizing guidance from the World Gold Council. A reconciliation of IFRS measures to these non-IFRS measures follows later in this section.

Under IFRS, there is no standardized definition of cash cost per gold ounce sold and therefore the measure may not be comparable to similar measures reported by other issuers. The Company calculates cash cost per gold ounce sold using the Gold Institute Standards, and the measure is calculated by subtracting depreciation, depletion, amortization, and silver by-product credits from cost of sales. Cost of sales includes all mine-site operating costs, mine-site overhead, production taxes, royalties, production stripping costs net of capitalization, changes in inventory, and mine-site depreciation, amortization, and depletion.

AISC is a non-IFRS performance measure developed by the World Gold Council. This measure uses cash costs per ounce sold as its basis and adds sustaining capital expenditures, general and administrative expenses, sustaining exploration and evaluation costs, and accretion and depletion of reclamation provisions, as allocable to Briggs.

The following schedule reconciles cost of sales to cash cost and AISC per gold ounce sold for the periods indicated.

	2014			2013
Total cost of sales	$	43,879,500		$	42,910,500
Less - mining related depreciation and amortization		(7,571,300	)		(7,015,100	)
Less - silver by-product credits		(223,600	)		(286,300	)
Less - adjustment of inventory to net realizable value		(4,087,400	)		(2,595,600	)
Total cash cost of sales	$	31,997,200		$	33,013,500

Ounces sold		30,845			31,687

Total cash cost per ounce	$	1,037		$	1,042

Additional sustaining costs per ounce sold:
General & administrative costs - Corporate allocation	$	20		$	25
Accretion of Asset Retirement Obligation		7			7
Sustaining exploration expenditures		4			5
Sustaining capital expenditures		116			170
AISC	$	1,184		$	1,249

Briggs produced $0.1 million in operating cash flow in Fourth Quarter 2014, net of $1.3 million used to increase working capital, principally to pay-down trade payables and increase trade-receivables and inventory. Gold ounces sold increased 4 percent in Fourth Quarter 2014 relative to Third Quarter 2014. The cash cost of gold per ounce sold decreased in Fourth Quarter 2014 by approximately 3 percent over Third Quarter 2014. This change in the average cash cost per ounce was driven largely by cost reduction efforts and declining diesel prices.

Briggs produced $6.7 million in operating cash flow and reported a loss of $6.2 million in 2014 before tax and intercompany allocations. Gold ounces sold by Briggs decreased approximately 3 percent in 2014 over 2013, and the average sales price of gold declined by approximately 11 percent. As a consequence, revenues declined by $5.9 million, or by 13 percent. Cost of sales, excluding depreciation and amortization and inventory adjustments to net realizable value, decreased $1.1 million, or by 3 percent in 2014 relative to 2013. This decrease was primarily due to fewer ore tons being available for crushing as explained above, which reduced overall crushing and processing costs. Fewer ounces were produced and sold as a result of this same shortfall.

Briggs’ production costs on a per ton-mined and ton-processed basis are summarized below for 2014 and 2013.

Briggs Mine Average Operating Cost Per Ton

Function	Basis	2014		2013
Mining	$/ton of material, ore & waste	$	1.38	$	1.54

Mining	$/ton of ore crushed	$	8.76	$	8.64
Crushing	$/ton of ore crushed	$	3.59	$	3.19
Leach and Plant	$/ton of ore crushed	$	2.91	$	2.79
Site Gen and Admin	$/ton of ore crushed	$	3.70	$	3.34
Total Operating Cost	$/ton of ore crushed	$	18.96	$	17.96

Mining costs per ton of material mined decreased as Briggs effectively mined 8 percent more tons of material in 2014 relative to 2013. Total operating cost on a per ore-ton-crushed basis increased primarily due to a 6.5 percent reduction in the total ore tons crushed in 2014 for reasons previously discussed.

Capital expenditures in 2015 are expected to be between $0.8 million and $1.2 million and are for mining equipment rebuilds. No equipment additions are planned at Briggs in 2015. As of December 31, 2014, the cumulative, recorded cost of Briggs’ property, plant, mine development, and mineral interests was $67.2 million, having a carrying-value of $22.1 million, net of depreciation and amortization.

Mobile equipment at Briggs includes six 85 to 100-ton trucks, three 15-cubic-yard loaders, one 9-cubic-yard loader, three blast-hole drills, four dozers, and two graders. Power for the mine is currently supplied by three 1.1 megawatt diesel generators. The three-stage crushing plant at Briggs has a nominal capacity of 600 to 700 tons per hour depending on hardness of ore-feed. Ore is typically crushed in three stages to a targeted 80 percent minus-¼-inch-size and conveyor-stacked on the leach-pad. Gold recovery at this crush size is estimated to be approximately 80 percent. Briggs uses a gold recovery process that involves the application of cyanide solutions by drip irrigation to crushed ore stacked on an impervious pad. As the solution percolates through the heap, gold is dissolved from the ore into solution. This solution is collected and processed with activated carbon that collects the gold from the solution. The gold laden carbon is further processed by pressure stripping the carbon into a more highly concentrated gold bearing solution. The gold bearing solution is further concentrated by an electrowinning circuit, which collects the gold onto electric cathodes which are then melted into gold doré bars. The gold doré bars are shipped to a third party refiner for final processing.

Briggs operates under the requirements of the following significant permits and agencies: (1) Plan of Operations, BLM; (2) Mining and Reclamation Plan, Inyo County; (3) Waste Discharge Requirements, Lahontan; (4) Permits to Operate, Great Basin Unified Air Pollution Control District; and (5) a stream bed alteration permit with California Fish and Game. The Company, via sureties, has posted reclamation bonds with these agencies in the amount of $4.5 million. All surety bonds are subject to annual review and adjustment.

Briggs is hosted by Precambrian quartz-rich gneiss and amphibolite which have undergone ductile folding during Precambrian time and subsequently subject to brittle deformation by high and low-angle faulting during Mesozoic and Tertiary time. High-angle faults and shear zones are believed to have acted as conduits that channeled gold-bearing hydrothermal fluids upwards into the Precambrian gneiss and amphibolites rock units. The principal gold mineralized high-angle fault zone at the mine is the north-south trending Goldtooth fault. The Goldtooth fault was developed historically by underground methods in the early 1900’s and remains an important source of ore at Briggs.

The table below summarizes the change in gold reserves in contained ounces at Briggs in 2014.

	Beginning					Other			Ending
Contained Ounces	2014		Production			Changes			2014
Proven		69,013								37,584
Probable		75,264								31,314

Total Briggs Reserves		144,277		(40,290	)		(35,089	)		68,898

Detailed proven and probable reserves by pit area as of December 31, 2014, estimated utilizing a 0.006 opt gold incremental leach cutoff grade, are shown in the following table. (See “Section D. Property, Plant and Equipment, Summary of Mineral Reserves and Resources” for certification.)

		Tons		Gold		Contained
Mining Area	Category	(x1,000)		(oz/ton)		Ounces
Briggs Main	Proven		1,388		0.017		23,012
	Probable		1,159		0.016		18,000
	Sub-Total		2,547		0.016		41,012
Briggs Main North	Proven		769		0.019		14,572
	Probable		703		0.019		13,314
	Sub-Total		1,472		0.019		27,887
Total - Briggs Reserves	Proven		2,157		0.017		37,584
	Probable		1,862		0.017		31,314
	Grand Total		4,019		0.017		68,898

Pinson Mine Property, Nevada

Pinson is located in Humboldt County, Nevada, about 30 miles east of Winnemucca and is accessed by an all-weather road about ten miles north of the Golconda Exit from Interstate Highway 80. The property is located on the Getchell Gold Belt in north-central Nevada near its intersection with the north end of the Battle Mountain-Eureka trend. Prior to 2000, Pinson produced over 987,000 ounces of gold from oxidized ore by open pit mining and oxide heap-leach and mill recovery. Gold production came from decalcified, locally silicified and/or argillized, fine-grained, limy sedimentary rocks of the Ordovician Period Comus Formation and is considered a Carlin-type, sedimentary host gold system. Mineralization is focused along and adjacent to the Getchell Fault zone. Mineralization is emplaced as karst fillings and carbonate replacements. Mineralization includes oxide, mixed, and sulfide ores that require different processing methods for gold recovery.

In September 2011, Atna completed an Asset Purchase and Sale Agreement ("APSA") with Pinson Mining Company ("PMC"), a subsidiary of Barrick Gold, to acquire PMC’s 70 percent interest in Pinson. The site had previously been operated as a joint venture with PMC owning 70 percent and Atna owning 30 percent. Atna controls approximately four square miles of land containing the historic Pinson Mine and the related mineral resources. Atna had originally entered into an Exploration and Development Agreement with PMC at Pinson in 2004 and ultimately earned a 30% equity interest in the project. The joint venture spent over $50 million on drilling and development work at Pinson from 2004 through 2011.

The land controlled by the Company contains substantially all of the mineral resources developed by the former joint venture. The land position includes approximately four square miles of leased and owned fee lands and unpatented mining claims. This includes 30 claims owned 100 percent, ownership of two additional sections of fee surface and mineral lands, ownership of 41.66 percent of 18 additional claims and a lease interest in 18 full and two fractional mining claims. The Company owns an additional 41.66 percent interest on an additional 120 acres of fee and mineral lands and leases the remainder of that interest, with the remainder controlled by local landowners. In total, there are 2,545 acres in the Pinson package.

The Pinson underground ores are subject to a 6.0% Net Smelter Return ("NSR") royalty payable to underlying landholders and the Mag open pit will be subject to NSR’s ranging from 2.0% to 6.0%. An NSR royalty is a defined percentage of the gross revenues from a mining operation, less a proportionate share of incidental transportation, insurance, refining and smelting costs. PMC also retained a 10 percent, net profits royalty, that is payable after all development expenditures are recaptured and the first 120,000 ounces of gold have been sold.

Pinson Underground

Pinson Underground contains numerous ore zones. The principal zones are the Ogee (OG), Range Front, Otto, Adams Peak, and the CX. To date, ore has been developed and mined in the OG and Otto zones. Development of the Pinson underground mine commenced in early 2012 and mine ramp-up began in late 2012. A total of 4,100 feet of primary and secondary development was completed during 2013 and 2012. The primary spiral was driven to the 4530 level from the 4650 adit level (120 feet below the mine portal) and both top cut and underhand ore mining occurred in three OG-zone stope blocks during development. A total of 30,150 tons of ore mined during development was shipped for processing from which 6,834 ounces were recovered. In June 2013, the mine was placed on care and maintenance status due to deteriorating gold market conditions.

In June 2014, Atna re-started mining at the Pinson Underground mine. This re-start was made possible by new operating contracts and changes to the mine design and operating plan:

Pinson entered into ore sale agreements to sell both oxide and refractory sulfide ores to the nearby Twin Creeks operation of Newmont. These agreements include the ability to sell small lots of ore, thus reducing working capital requirements. The close proximity of Twin Creeks to Pinson (8 miles) substantially reduced ore transportation cost.

Sulfide-ore gold recovery has averaged 94% to 95% in the Twin Creeks autoclave facility, a substantial improvement over the 85% to 86% recovery achieved when sulfide ore was processed in a roasting facility in 2013.

Pinson successfully tested its first long-hole mining stope in 2014, producing approximately 6,300 tons of ore at a grade of 0.357 ounces per ton from a stope measuring 100 feet long by 45 feet high and 40 feet wide. This test proved the quality of ground conditions and rock strength required to support this low-cost mining method. Prior mining had exclusively utilized the substantially higher-cost underhand cut-and-fill mining method.

Mine plans have been developed to optimize production and costs, using long-hole stoping wherever feasible.

A local underground mining contractor was retained on a productivity-based mining contract, replacing the previous time-and-material contract. This resulted in substantially lower mining costs than were experienced in the 2012-2013 development of Pinson.

The ability to screen waste rock from mined ores with a three-inch screen deck is increasing the grade of ores shipped and reducing shipped tonnages, resulting in lower transportation and process costs with a negligible loss of gold content.

A focus on minimizing overhead and administrative functions has also contributed to cost savings.

Production statistics and operating costs for 2014 are shown in the following table.

	Second		Third		Fourth		Total
Pinson Underground Production Statistics	Quarter		Quarter		Quarter		2014
Oxide Ore tons mined		350		3,270		590		4,210
Sulfide Ore tons mined		-		1,150		3,650		4,800
Total Ore tons mined		350		4,420		4,240		9,010
Oxide ore grade (oz/ton)		0.336		0.366		0.464		0.377
Sulfide ore grade (oz/ton)		-		0.430		0.420		0.423
Contained gold ounces mined		120		1,700		1,800		3,620
Payable gold ounces sold		70		520		1,355		1,945
Payable gold ounces in inventory at period-end		-		560		530		530

Cash cost per gold ounce sold ($/oz)	$	275	$	1,382	$	933	$	1,030
All-in sustaining cost (AISC) ($/oz)	$	2,419	$	1,816	$	1,077	$	1,325

Underground Mining cost - $/ore ton	$	56	$	217	$	265	$	233
Surface support cost - $/ore ton	$	0	$	9	$	18	$	13
G&A cost - $/ore ton	$	0	$	21	$	23	$	21
Total Direct Cost - $/ore ton	$	56	$	247	$	306	$	267

Note: Cash cost per gold ounce sold is a non-IFRS measure and is calculated utilizing Gold Institute Standards. AISC is also a non- IFRS measure and is calculated utilizing guidance from the World Gold Council. A reconciliation of IFRS measures to these non- IFRS measures follows later in this section. Please see Briggs section for descriptions and definitions of these measures.

Cash cost of production and AISC at Pinson declined through 2014 as a result of adopting lower cost structures and increasing gold production. During 2014, one full time operating crew was employed on a 12 hour-per-day, four day-per-week operating schedule. At the start of 2015, a second crew was added, increasing operating time to 24 hours per day, four days per week. During 2015, the Company anticipates adding additional crews to increase the operating time to a 24 hour–per-day, seven day-per-week schedule. Additional crews will be added as additional working faces are developed in the underground mine. Cash costs are expected to decrease through 2015 as ore sales are increased and additional gold units are produced. Targeted production for Pinson in 2015 is 30,000 to 35,000 ounces. Cash costs are expected to settle into the $700 to $800 per ounce range. AISC is expected to settle into the $800 to $900 per ounce range.

The payment for ore sold to the Twin Creeks mine is based the recoverable gold content of the ore, the market price of gold and a payable-percentage based on a sliding scale with higher grade ores receiving a higher payable-percentage. A discount to the payable-percentage may result based on higher organic carbon content.

The following schedule reconciles cost of sales to the cash cost and to AISC per gold ounce sold.

	2014
Total cost of sales	$	2,489,300
Less - mining related depreciation and amortization		(421,100	)
Less - adjustment of inventory to net realizable value		(63,000	)
Total cash cost of sales	$	2,005,200

Payable-ounces sold		1,947

Total cash cost per ounce	$	1,030

Additional sustaining costs per ounce sold:
General & administrative costs - Corporate allocation	$	68
Accretion of Asset Retirement Obligation		24
Sustaining exploration expenditures		142
Sustaining capital expenditures		60
All-in sustaining cost per ounce sold	$	1,324

Atna completed an NI 43-101 compliant Technical Report dated October 17, 2014 titled “Pinson Project, Preliminary Feasibility Study” that details resources and reserves for the Pinson Underground. The results of this study are summarized below.

Pinson Underground, Summary of Preliminary Feasibility Study

Proven and Probable reserves contain 160,000 ounces at a grade of 0.403 opt

4-year mine life with upside: a high resource to reserve conversion potential with infill drilling

Mining methods: Long-hole stoping with delayed fill, and underhand drift and fill

Gold Production: 30,000 to 45,000 ounces per year

Average cash cost: $658/oz; Average AISC cost: $767/oz

Sustaining capital: $14.3 million over 4 years

Pre-tax NPV @ 8% discount: $61 million at $1,300 per gold ounce

Project economics remain positive over a wide range of operating costs, capital costs and gold prices.

Practical Mining of Elko, Nevada completed the underground resources, mine plans, and economic costing for this report. A new resource model and mine design for the Pinson Underground project was developed based on all drill results and experience gained from previous development work. Criteria and grade shells used to develop the mineral resource model reflect tighter grade shell constraints and reduced projections along strike and down-dip to reflect experience gained during the mining campaign of 2012 to 2013.

The Pinson Underground resources are summarized in the tables below. The CX resources within section 32 include only Atna’s 41.66% ownership interest.

Pinson Underground Mineral Resources by Area

		Measured						Indicated						Measured + Indicated						Inferred
Redox	Area	ktons		opt		koz		ktons		opt		koz		ktons		opt		koz		ktons		opt		koz
Oxide	CX Section 32		0.3		0.449		0.1		24.6		0.360		8.9		25.0		0.361		9.0		49.1		0.346		17.0
	CX Excluding Section 32		0.0		0.000		0.0		98.8		0.317		31.3		98.8		0.317		31.3		192.5		0.297		57.2
	CX West		3.2		0.366		1.2		67.2		0.342		23.0		70.4		0.343		24.2		16.7		0.288		4.8
	Line Hole North		0.0		0.000		0.0		0.0		0.000		0.0		0.0		0.000		0.0		6.8		0.463		3.2
	Line Hole South		6.0		0.374		2.3		4.1		0.399		1.6		10.1		0.384		3.9		0.0		0.000		0.0
	Ogee		19.9		0.515		10.3		46.6		0.478		22.3		66.5		0.489		32.5		13.1		0.314		4.1
	Otto		1.3		0.352		0.5		3.8		0.302		1.2		5.2		0.315		1.6		1.5		0.310		0.5
	Range Front		0.0		0.000		0.0		0.0		0.000		0.0		0.0		0.000		0.0		86.6		0.631		54.7
	Subtotal Oxide		30.8		0.464		14.3		245.1		0.360		88.2		275.9		0.372		102.5		366.2		0.386		141.4
Sulfide	Adams Peak		4.2		0.338		1.4		67.9		0.380		25.8		72.1		0.378		27.2		43.6		0.395		17.2
	CX Section 32		0.0		0.000		0.0		10.9		0.507		5.5		11.0		0.506		5.6		15.9		0.465		7.4
	CX Excluding Section 32		0.0		0.000		0.0		20.6		0.340		7.0		20.7		0.340		7.0		232.6		0.344		79.9
	CX West		2.1		0.545		1.1		54.4		0.320		17.4		56.5		0.329		18.6		38.1		0.430		16.4
	Line Hole North		0.0		0.000		0.0		10.4		0.472		4.9		10.4		0.472		4.9		231.1		0.520		120.1
	Line Hole South		3.8		0.632		2.4		1.3		0.631		0.8		5.0		0.632		3.2		0.0		0.000		0.0
	Ogee		24.6		0.697		17.1		90.1		0.619		55.7		114.7		0.635		72.9		297.0		0.491		145.8
	Otto		4.3		0.351		1.5		83.2		0.493		41.0		87.5		0.486		42.5		69.8		0.457		31.9
	Range Front		0.0		0.000		0.0		152.9		0.409		62.6		152.9		0.409		62.6		377.7		0.372		140.5
	Subtotal Sulfide		39.0		0.605		23.6		491.7		0.449		220.8		530.7		0.461		244.4		1,305.7		0.428		559.3
	Total		67.7		0.543		37.9		736.9		0.419		309.1		806.6		0.43		346.9		1,671.9		0.419		700.7

The Technical Report dated October 17, 2014, with an effective date of June 30, 2014, used a $1,500 gold price to determine the cut-off grades for resource estimates. Cut-off grades of 0.22 opt and 0.19 opt for oxide and refractory sulfide mineral resources, respectively, were used to estimate Pinson Underground mineral resources. Oxide and sulfide mineral reserves have been estimated at cutoff grades of 0.23 opt and 0.22 opt respectively using a gold price of $1,300 per ounce. Mineral Reserves include allowances for 5% mining losses and 10% unplanned dilution at zero grade. These Pinson Underground mineral reserves and resources do not reflect mining depletion in 2014.

Pinson Underground Mineral Reserves

	Proven						Probable						Proven + Probable
Area	Ktons		Opt		Koz.		Ktons		opt		Koz.		Ktons		opt		Koz.
Adams Peak		4.4		0.230		1.0		52		0.353		18		56		0.344		19
CX West		2.8		0.233		0.7		4.7		0.348		1.6		7.5		0.305		2.3
Linehole South		7.4		0.357		2.6		2.3		0.399		0.9		9.6		0.367		3.5
Ogee		48		0.443		21		103		0.480		50		151		0.468		71
Otto		7.5		0.187		1.4		70		0.399		28		77		0.379		29
Range Front								95		0.367		35		95		0.367		35
Total		70		0.384		27		327		0.408		133		397		0.403		160

Underground mining at Pinson consists of two primary mining methods: long-hole stoping with delayed backfill and underhand drift and fill. The preferred sequence for long-hole stopes is to mine from the bottom up and for drift and fill to mine underhand or from the top down. Previous mining at Pinson was exclusively underhand drift and fill. The mine plan initially assumes a two-crew operation with production expanding thereafter to a maximum mining rate of 520 tons per day in 2016. Forecasted production declines in 2017 with the depletion of known proven and probable reserves. Additional infill and step-out drilling from the underground workings will be required to convert additional resources to reserves and extend mine life. The four-year mine plan based on proven and probable reserves is shown in the following table.

	2014		2015		2016		2017		Total
Oxide Ore Mined (Ktons)		13		23		48		27		110
Grade (opt)		0.290		0.156		0.238		0.263		0.233
Contained Gold (koz)		3.6		3.5		11.5		7.1		25.7

Refractory Ore Mined (Ktons)		9		103		142		33		287
Grade (opt)		0.696		0.431		0.471		0.510		0.468
Contained Gold (koz)		6.1		44.4		67.0		17.0		134.4

Total Ore Mined (Ktons)		21		126		190		60		397
Grade (opt)		0.457		0.381		0.412		0.399		0.403
Contained Gold (koz)		9.7		47.9		78.5		24.0		160.1

Gold Sales (koz)		7.7		40.0		64.8		18.9		131.5

Stope Development Drift Ore (Ktons)		9		60		64		8		141
Mechanized Stope Ore Mined (Ktons)		12		65		121		52		251
Shrink Stope Ore Mined (Ktons)		-		-		6		-		6

Expensed Waste Mined (Ktons)		1		30		25		10		65

Primary Development Drifting (feet)		-		3,267		3,179		236		6,682
Secondary Development Drifting (feet)		-		1,053		547		40		1,640
Raise Development (feet)		-		247		142		186		575

The infrastructure necessary to support the initially planned level of underground mining is currently in place. This infrastructure includes a 10,000 KVA connection into the northern Nevada electrical power grid. This service is ample to support both the Pinson Underground and the future Mag Pit project. Additional infrastructure includes three deep dewatering wells with total pumping capacity of over 2,000 gallons per minute and two re-infiltration basins to re-introduce pumped water into the valley gravels, a lined ore stock-pad area, weight-scales, warehouse, change facilities and offices.

Capital expenditures and periods of time for training and ramp-up have been minimized by using a contractor. Future capital spending over the indicated mine life is largely limited to that required to develop 6,700 feet of the decline to access reserves below the current level of development between the 4600 level and the 4100 level.

Economic analysis of the Pinson Underground project, based on proven and probable reserves and a gold price of $1,300 per ounce, shows a net pre-tax Net Present Value (NPV) at an 8% discount rate of $61 million. The after-tax NPV at an 8% discount rate is $51.7 million. Federal income taxes were estimated on a project stand-alone basis using statutory tax rates and do not take into account loss-carryforwards, depreciation of acquisition costs, or the effect of corporate overheads and may therefore overstate actual taxes payable. The Pinson Underground results are estimated on a stand-alone basis with no operating synergies being considered in combination with the Mag Pit project.

The financial results projected by the Study follow, inclusive of non-IFRS measures. The Study included “EBITDA”; as defined here, differently than defined by the Company later in this document; as a measure of expected operating performance and as an indicator of cash expected to be generated through operations. The closest IFRS measure for EBITDA, as used in the Study, is operating profit. From operating profit, the Study excludes depreciation expense. The Study made no assumption as to the financing of the project and consequently did not include interest expense within projected net income, however, the determination of a discounted present value inherently assumes financing costs within the discount factor.

Calendar Year	Total			2014			2015			2016			2017

Pinson Underground Study’s Projected Income Statement in ($000’s) —

Total Gold Sales (revenue)		170,971			10,051			52,039			84,253			24,628

Total Operating Cost		(71,922	)		(4,045	)		(23,464	)		(33,261	)		(11,152	)
Royalties		(10,258	)		(603	)		(3,122	)		(5,055	)		(1,478	)
Nevada Net Proceeds Tax		(4,352	)		(270	)		(1,254	)		(2,263	)		(564	)
Total Cash Cost		(86,532	)		(4,918	)		(27,841	)		(40,579	)		(13,194	)
EBITDA		84,439			5,133			24,198			43,673			11,434

Depreciation		(14,340	)		0			(2,351	)		(8,582	)		(3,407	)
Pre-Tax Income		70,099			5,133			21,847			35,091			8,027
Income Tax		(18,375	)		(1,339	)		(7,288	)		(8,124	)		(1,624	)

Net Income		51,724			3,795			14,559			26,967			6,403

Calendar Year	Total			2014			2015			2016			2017

Cash Flow Statement (000's)

Net Income		51,724			3,795			14,559			26,967			6,403
Depreciation		14,340			0			2,351			8,582			3,407
Working Capital		0			(567	)		(2,645	)		(1,470	)		3,160
Operating Cash Flow		66,064			3,227			14,265			34,079			12,970

Capital Costs
Capitalized Development		(13,740	)		0			(6,870	)		(5,972	)		(899	)
Mine Capital		(600	)		0			(400	)		(200	)		0
Total Capital		(14,340	)		0			(7,270	)		(6,172	)		(899	)

Net Cash Flow		50,202			3,227			6,995			27,908			12,072
Cumulative Cash Flow					3,227			10,222			38,130			50,202

Project economics remain positive with a wide range of variations in operating costs, capital costs and gold prices. Following is a table indicating sensitivities to possible changes.

Variance		-40%		-20%		0%		20%		40%
Gold Price	NPV($M)	$	7.1	$	33.9	$	60.7	$	87.4	$	114.2
	PI		1.56		3.66		5.76		7.87		9.97

Oper. Costs	NPV($M)	$	84.9	$	72.8	$	60.7	$	48.6	$	36.5
	PI		7.66		6.71		5.76		4.81		3.86

Capital Costs	NPV($M)	$	65.7	$	63.2	$	60.7	$	58.1	$	55.6
	PI		9.60		7.20		5.76		4.80		4.12

Notes:

Profitability Index (PI) is the ratio of the present value of cash flows to investment.

The internal rate of return is undefined when, as in this case, the cash flow is positive for all years of the project including in the first year.

Study recommendations for the Pinson Underground are to expand the current underground contract mining program to a full-scale production schedule, to continue mining mineral reserves accessed by the existing development, and to resume development of the Pinson spiral in 2015. Underground drilling will be required to convert additional resources to reserves to extend the mine life beyond that shown.

Pinson Underground is permitted to extract by underground mining up to 400,000 tons of ore per year for off-site processing and for the placement in waste dumps of approximately 1.0 million tons of material. Atna has provided the State of Nevada with approximately $1.7 million of bonding for the property and the underground mine.

Production in 2014 reduced mineral reserves from those shown above as demonstrated in the following table:

	31-Dec				Other		Ending
Contained Ounces	2014		Production		Changes		2014
Proven		23,224		3,749		0		26,973
Probable		133,144		0		0		133,144

Total Briggs Reserves		156,368		3,749		0		160,117

For additional information on Pinson reserves and resources see section “D. Property, Plant and Equipment, Summary of Mineral Reserves and Resources”.

DEVELOPMENT PROPERTIES

Mag Pit at Pinson

The Mag Pit deposit is adjacent to and separate from the Pinson Underground deposit. Pinson was previously operated as an open-pit mine that produced gold from oxide ores by heap-leach and oxide mill recovery. Between 2004 and 2011, the Pinson joint venture conducted substantial drilling from surface in and around the existing open pits providing new information and expanding the mineral resource base in and around the old pits.

Mag Pit mineralization is typical of a Carlin-type system in that mineralization will range from fully oxidized in nature to fully refractory sulfide at depth with a range of mixed oxide-sulfide mineralization between these ranges. It was determined from metallurgical test work and past operating experience that cyanide soluble gold assays can be utilized as a good proxy for recoverable gold content. Cyanide soluble content may range from as high as 90 percent in highly oxidized material to zero percent in the refractory sulfide. Gold recovery approximately tracks cyanide soluble gold content which is expected to average approximately 60 percent across all ore types.

Atna completed an NI 43-101 compliant technical report dated October 17, 2014 titled “Pinson Project, Preliminary Feasibility Study” with an effective date of June 30, 2014, that details resources and reserves for the Mag Pit. A number of reputable firms and their Qualified Persons worked on the study. Golder Associates Inc. (Golder) of Lakewood, Colorado was the primary author of the report and was responsible for open pit and heap leach design and costing, and Golder takes overall responsibility for its content except as noted below. SGS-Metcon/KD Engineering of Tucson, Arizona was responsible for open pit metallurgy, crushing and recovery plant designs and for the cost estimates of those facilities. Open pit resources were estimated by Gustavson Associates of Lakewood, Colorado.

The Mag Pit resource is disseminated and near surface. It is suitable for exploitation by surface mining methods. The Mag Pit mineral resource, as previously reported in the May 18, 2012 Technical Report, is shown in the following table. The grade of mineralization shown reflects total contained gold ounces per ton (opt).

Mag Pit Mineral Resources

Open Pit Mineral Resource by Area, 0.010 opt Au Cutoff
	Measured						Indicated						Measured + Indicated						Inferred
Zone	Tons (1,000)		Gold Grade (opt)		Gold Ounces (1,000)		Tons (1,000)		Gold Grade opt		Gold Ounces (1,000)		Tons (1,000)		Gold Grade opt		Gold Ounces (1,000)		Tons (1,000)		Gold Grade opt		Gold Ounces (1,000)
Mag Pit		20,631		0.034		711		2,704		0.074		201		23,335		0.039		912		533		0.038		20
South Zone		528		0.040		21		1,604		0.030		49		2,131		0.033		70		291		0.028		8
Total		21,159		0.035		732		4,307		0.058		250		25,466		0.039		982		824		0.034		28

The life-of-mine mineral reserves for the open pit, as shown in the following table, are based on a gold price of $1,250. Mineral reserves are calculated at an internal cyanide-soluble gold cutoff grade of 0.006 opt. Cyanide soluble gold grade (AuCN), versus total gold grade, was utilized to drive the reserve estimate for the Mag Pit due to the presence of refractory sulfide, non-heap-leach-recoverable gold mineralization in the resource.

Mag Pit Mineral Reserves

Reserve Summary at 0.006 opt AuCN Cutoff (Imperial)
		Proven						Probable						Proven + Probable
Zone		Ounces		Tons (1,000)		Grade (opt)		Ounces		Tons (1,000)		Grade opt		Ounces		Tons (1,000)		Grade opt
Mag Pit	Au		250,579		6,323		0.0396		72,065		837		0.0861		322,644		7,160		0.0451
Mag Pit	AuCN		140,554		6,323		0.0222		43,047		837		0.0514		183,600		7,160		0.0256

Note: Grade reported in both total gold grade (Au) & heap leach recoverable gold (AuCN)

The reserves are currently constrained by the limits of private fee-owned property that contain portions of the Mag Pit mineralization zones within Sections 33 and 28 of the property. Potential to develop additional mineralized resources exists outside of these constraints. This potential development would require pit expansion beyond the limits of the private fee-owned lands onto federal lands and is not under consideration at this time. An additional study is recommended to evaluate the potential to develop these resources.

The mining method proposed for the Mag Pit consists of traditional drill and blast operations followed by loading rear-dump haul trucks for ore transport to the crushing plant and the waste rock storage facilities. A fleet of 100-ton haul trucks and 16 cubic-yard wheel loaders will be utilized. The mining fleet has been selected to match the mine plan’s targeted production rate of 1.5 million ore tons per year. The proposed mining schedule employs two ten-hour shifts per day, seven days per week. This study assumes that new mining equipment is purchased and mining is conducted by Atna employees.

Metallurgical test work supports the processing of the Mag Pit ores by crushing, heap leaching, with metal recovery by carbon adsorption, desorption, and electrowinning. The development plan for the Mag Pit envisions two-stage crushing, recovery by heap leaching, and gold recovery in an ADR plant.

The Mag Pit mine is projected to have a life of 6 years with a payback of 4.4 years at a gold price of $1,300 per ounce. The project’s expected cash-operating cost is estimated to be $627 per ounce of gold. The cash flow assumes that all equipment, including mining equipment, is purchased outright versus being financed over time or purchased used, the latter less capital intensive options being more likely. Contract mining was not reviewed as an option, but due to the relatively short project life, would likely improve economic returns and reduce up-front capital costs. Additionally, the leaching of run-of-mine ore, the recovery method historically used at Pinson, may also be a viable option for reducing capital and operating costs and increasing overall returns, relative to the two-stage crushing operation assumed in the Study.

Economic analysis of the Mag Pit project, at a gold price of $1,300 per oz shows a pre-income tax Net Present Value at 8% (NPV8) of $28.1 million, after inclusion of the Nevada Net Proceeds tax, using a 0.0064 opt cyanide soluble cutoff grade. This yields an internal rate of return of 19.5%. These results are estimated on a stand-alone basis with no operating synergies assumed with Pinson Underground.

The capital and operating cost estimates for the Mag Pit project have been developed assuming that it is developed and mined by Atna. Given the project’s short mine life, the plan calls for minimal sustaining capital. The estimated equipment salvage value (US$11.6M) is included in the cash flow analysis shown below.

Summary of Estimated Open Pit Capital Costs (US$)

Item	Total
Open Pit Mine Capital (Initial and sustaining)	$	25,657,274
Surface Facilities (Heap Leach Facility and Shop)	$	9,788,000
Processing Equipment, Leach Pad, & Facilities	$	30,160,960
Misc: Bonding Cost	$	1,273,000
Total	$	66,879,234

Annual operating cash flows using a gold price of $1,300 per ounce are shown in the following table, inclusive of non-IFRS measures defined in the Study.

Mag Pit Estimated Yearly Production and Cash Flow Summary ($000s)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			TOTAL
Production Statistics
Waste Tons Mined (000s tons)		11,965			8,528			7,561			1,355			558			96			30,064
Ore Tons Mined (000s tons)		391			1,547			1,474			1,540			1,531			678			7,160
Ore Tons Processed (000s tons)		380			1,521			1,510			1,521			1,521			707			7,160
Au Oz’s Mined (Ounces)		5,519			39,198			27,314			41,166			46,412			23,991			183,601
Au Oz’s Sold (Ounces)		4,195			31,115			30,166			37,842			45,153			35,130			183,601
Cumulative Oz’s Sold (Ounces)		4,195			35,310			65,476			103,318			148,471			183,601			183,601
GROSS SALES REVENUE ($000) @ $1,300/oz	$	5,453		$	40,450		$	39,216		$	49,194		$	58,699		$	45,669		$	238,681
Selling Costs @ $ 1.57/oz ($000)	$	7		$	49		$	47		$	59		$	71		$	55		$	288
NET SALES REVENUE ($000)	$	5,446		$	40,401		$	39,169		$	49,135		$	58,628		$	45,614		$	238,393
Cash Production Costs ($000)
Direct Operating Costs	$	14,031		$	22,675		$	23,168		$	16,881		$	15,962		$	8,031		$	100,748
Mine Indirect Costs	$	1,365		$	1,362		$	1,359		$	1,224		$	1,171		$	1,164		$	7,644
Royalties	$	138		$	848		$	609		$	1,312		$	2,274		$	1,403		$	6,583
TOTAL CASH COSTS ($000)	$	15,534		$	24,885		$	25,136		$	19,416		$	19,406		$	10,598		$	114,976
Cash Cost Per Au oz ($/oz)	$	2,814		$	635		$	920		$	472		$	418		$	442		$	626
EBITDA ($000)	$	(10,087	)	$	15,515		$	14,033		$	29,719		$	39,221		$	35,016		$	123,417
EBITDA Per Au Oz ($/oz)	$	(1,828	)	$	396		$	514		$	722		$	845		$	1,460		$	672
Capital Expenditures ($000)	$	66,521		$	0		$	0		$	(4,461	)	$	(502	)	$	(6,309	)	$	55,248
Nevada Net Proceeds Taxes ($000)	$	7		$	439		$	353		$	1,173		$	1,679		$	1,441		$	5,092
NET-PRE INCOME TAX CASH FLOW ($000)	$	(76,615	)	$	15,076		$	13,680		$	32,313		$	38,045		$	39,885		$	63,078
Pre-Tax Cash Flow Cumulative ($000)	$	(76,615	)	$	(61,538	)	$	(47,859	)	$	(14,852	)	$	23,193		$	63,078		$	63,078
Federal Income Tax	$	0		$	0		$	0		$	(836	)	$	(5,806	)	$	(8,319	)	$	(14,960	)
NET AFTER TAX CASH FLOW ($000)	($	76,615	)	$	15,076		$	13,680		$	32,171		$	32,239		$	31,566		$	48,117

NPV PRE-TAX ($000) = $28,133 at 8% – IRR = 19.5%
NPV AFTER-TAX ($000) = $18,325 at 8% - IRR = 16%

Mag Pit Project Economic Summary

Gold Price $/oz	$	1,300
Total Au Ozs		183,600
Pre-Tax NPV 8%	$	28,133,000
After-Tax NPV 8%	$	18,325,000
Pre-Tax IRR		19.5	%
Pre-Tax Payback (yrs)		4.4
Cash Cost/Oz	$	627

The following table shows the results of ±10 percent changes in gold price, operating expenditures, and capital expenditure assumptions. It is apparent that the NPV is more sensitive to sales price than to capital or operating cost changes.

Open Pit Sensitivity Analysis for Price, OPEX, CAPEX ($000s)

%Change	Pre-Tax NPV @ 5%		Pre-Tax NPV @ 8%		Pre-Tax NPV @ 10%
Gold Price
-10%		20,726		11,551		6,327
0%		39,252		28,133		21,768
+10%		57,926		44,854		37,343
Operating Cost
-10%		48,535		36,643		29,817
0%		39,252		28,133		21,768
+10%		29,968		19,623		13,720
Capital Cost
-10%		44,710		33,533		27,124
0%		39,252		28,133		21,768
+10%		33,794		22,733		16,413

Submitting a Mine-Plan-of-Operations and Mine Reclamation and Water Pollution Control Permit applications to the NDEP are the steps required to commence the permitting process for the Mag Pit.

Columbia Project, Montana

The Company wholly-owns or leases 24 patented and 162 unpatented mining claims at Columbia, which is located approximately seven miles east of Lincoln and 45 miles northwest of Helena, in Lewis and Clark County, Montana. The patented claims are subject to NSR royalties that range from zero to six percent. Columbia is a ‘green-field’ site, subject only to minor historic mining, and not previously having operated as a commercial modern mine.

The Company engaged Gustavson Associates, LLC, an independent engineering to complete the “NI 43-101 Technical Report and Preliminary Assessment on the Columbia Project, Lewis and Clark County, Montana” dated June 2, 2010 (the “Columbia PEA”) prepared by William J. Crowl R.G., MMSA SME-RM, Donald Hulse P.E., and Richard Moritz, MMSA of Gustavson Associates, LLC. Each of the foregoing persons is an independent qualified person in accordance with NI 43-101. Results of the Columbia PEA demonstrate that the project may have favorable development potential. The preliminary assessment includes inferred mineral resources within the pit boundary that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary assessment estimates will be realized. Additional studies are required to fully demonstrate the future economic feasibility of the project. This work however justifies moving ahead with a study to further define the economics of the project which may potentially justify commencing the permitting process.

The Columbia mineral resource estimate is summarized in the Summary of Mineral Resources and Reserves section utilizing a cut-off gold grade of 0.02 opt, which is calculated utilizing expected operating cost and recovery parameters as developed in the Columbia PEA with supporting metallurgical test work. The Columbia resource estimate is based on 337 drill holes totaling 147,000 feet of drilling and 12,500 feet of surface trenching in 78 trenches carried out between 1989 and 1993. Bulk sampling, development studies, metallurgical testing, and environmental baseline studies were conducted during the same time period. The deposit remains open for possible extension both along strike and to depth.

The Columbia PEA was prepared in 2010. As a result, both capital and operating costs are dated and are no longer quoted. The Columbia PEA contemplates a conventional open pit truck/loader mining operation with sequential pit waste backfill and a conventional 5,000 ton per day gravity and flotation mill to produce an average annual production of approximately 70,000 ounces of gold and 96,000 ounces of silver over a nine-year mine life of both doré and a gold and silver concentrate. Concentrates would be sold to third-party processing facilities. The initial design seeks to minimize environmental impact by incorporating dry tailings for pit backfill versus a conventional wet tailings dam.

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

Additional metallurgical sampling to adequately test the various parts of the resource sufficiently to refine the process flow and complete a plant design.

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

An evaluation of the permitting requirements of the project.

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

Feasibility and project optimization studies.

A second round of metallurgical test work was completed in February 2012. This work was focused on optimizing flotation gold recovery and characterizing gold concentrate grade and quality utilizing conventional gravity and flotation gold recovery methods to produce concentrate products. Overall recovery was approximately 88 percent for gold and 50 percent for silver. Cleaner flotation upgraded the flotation concentrate to approximately 39 ounces per ton of gold and 125 ounces of silver. Cyanide leach tests on flotation concentrate produced a gold recovery of 98 percent and a silver recovery of 96 percent, indicating a high level of oxidation.

In 2012, the Company completed seven reverse-circulation rotary holes drilled to obtain metallurgical samples for additional process optimization studies. Total footage drilled was 3,468 feet (1,057 m). Holes in this program were drilled down dip on the structural zones to obtain large quantities of mineralized sample material and the intercept lengths do not represent true thicknesses. The long, down-structure intercepts provide strong support for the down-dip continuity of the gold and silver grades in both the Columbia and Donnely vein systems and provide additional support for the resource estimate detailed in the Columbia PEA.

The Company continues to gather environmental baseline data. Monitoring of water resources has been conducted at the Project since the 1990s and has yielded an extensive water quality database. The program was expanded in 2012 with the addition of eight groundwater piezometers and a geomorphic survey of stream reaches. The collected groundwater information will support evaluation of mine water issues such as water supply and dewatering needs. The geomorphic survey is the initial step in characterizing aquatic habitat in the area. The environmental data collection program was also expanded to include terrestrial resources including wildlife, vegetation and wetlands. Extensive logging operations and timber sales were conducted from the property throughout the summers of 2013 and 2014.

Gold mineralization at Columbia is considered a Tertiary-age, low-sulfidation, epithermal volcanic-hosted quartz-adularia vein system. Mineralization is associated with two high-angle fault zones which host the two principal vein and stockwork vein zones known as the Columbia and Donnely veins. The veins are exposed on the surface for over 7,000 feet in a north-south direction and have been explored to a depth of over 500 feet vertically. Gold and silver mineralization is accompanied by broad zones of argillic to propylitic alteration of the dominantly mafic volcanic flows which host the deposit.

Columbia is not currently permitted for development. As with virtually all mining projects in the United States, an environmental impact statement and permitting process must be completed before a mine can be developed on the property. There are no assurances that all needed permits will be issued, issued timely, or issued without onerous conditions.

Briggs Satellite Projects, California

Cecil R is located four miles north of Briggs. The Company completed an initial NI 43-101 compliant mineral resource estimate and technical report titled “NI 43-101 Technical Report Mineral Resource Estimate Cecil R Gold Deposit, Inyo County, California USA” dated March 2, 2010 (the “Cecil Report”) prepared by Fred Barnard, PhD and Robert L. Sandefur, P.E. of Chlumsky, Armbrust & Meyer LLC. Each of the foregoing persons is an independent qualified person in accordance with NI 43-101.

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

In late 2012, a scoping level economic study was commenced on the Cecil R project. This non-NI 43-101 compliant report produced positive results, and the Company believes this justifies continued work on the project. Additional preliminary engineering work is planned in order to allow a Mine Plan of Operations to be submitted to regulatory authorities. The Cecil R open-pit project may be required to comply with the California Backfill Regulation and be permitted as a stand-alone project.

In 2006, Atna acquired the Suitcase and Mineral Hill gold properties located east and upslope from Cecil R and Jackson for 10,000 shares of common stock of Atna. In addition, Atna will pay a total of $135,000 in ten yearly installments, plus a 3 percent NSR royalty that may be reduced to 1 percent for $0.5 million per point of reduction.

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

None of the Cecil R, Jackson, Suitcase or Mineral Hill deposits are permitted for operation. Permitting will be required before any operation may be contemplated.

EXPLORATION PROPERTIES

Sand Creek Uranium Joint Arrangement, Wyoming

In August 2006, the Company and Uranium One Exploration USA Inc, (“Uranium One”) formed the Sand Creek Joint Venture (“Sand Creek JV”). The area of interest for the Sand Creek JV covers an area of approximately 20,900 acres, located east and south of Douglas, Wyoming. In June 2009, the Company entered into a supplemental agreement to the Sand Creek Agreement, which was amended in later periods (“the “Supplemental Agreement”). Under the Supplemental Agreement, Uranium One assumed the role of project manager and may spend up to $1.6 million before June 2015 to increase its interest in the project from 30 percent to 51 percent. As of December 31, 2014, Uranium One reported having spent $1.4 million of the $1.6 million, resulting in their ownership interest being increased to 40.4 percent. At termination or completion of the Supplemental Agreement, the Sand Creek JV will remain effective and the parties’ operating interests will be set in proportion to the amount of their respective expenditures.

The Sand Creek JV area was identified by the Company and its former joint venture partners during a uranium exploration program in the 1980s. Since that time a total of 174 drill-holes have been completed totaling approximately 130,000 feet of drilling. Within the program area, uranium drill-hole intercepts, as defined by down-hole gamma logging, identified the potential for multiple uranium roll-front-type uranium deposits. Uranium mineralization in the program area is hosted in the Chadron Formation, which is composed of sandstones, conglomerates, and red to green siltstones and claystones. The sandstones are lenticular in nature and average from five to 20 feet in thickness and occasionally range up to 45-feet in thickness. This work has confirmed the presence of “roll front” style uranium mineralization. The Company does not control the timing of future drilling operations under the terms of the Supplemental Agreement.

Montana Mineral Rights

Atna owns approximately 0.8 million acres of mineral rights in western Montana. The fee mineral rights underlay surface rights owned by other parties. The lands and mineral rights are comprised primarily of lands assembled in the early 1900s by the former Anaconda Company for their timber and mineral potential. The lands occur in thirteen counties in the mountainous terrain west of the Continental Divide, with most of the lands being located within 50 miles east and west of Missoula, extending to the Idaho State line, and within 60 miles west of Kalispell in northwestern Montana. The mineral rights contain many known occurrences of mineral commodities including gold, silver, copper, barite and phosphate. The Company is in the process of subdividing this package for exploration joint venture or sale.

In November 2012, 29,488 acres of mineral rights in the Fish Creek State Park was sold to the Montana Department of Fish, Wildlife & Parks. In March 2014, the Company closed the sale of 26,689 acres of mineral rights in Missoula and Granite Counties to Kennecott Exploration Company. CR Montana Corporation, an Atna subsidiary, retained a 1.5 percent NSR royalty on the purchased rights. In Second Quarter 2014, the Company sold an additional 640 acres of Montana Mineral Rights to a third party.

Blue Bird Prospect, Montana

The Company owns a 100 percent interest in 6 unpatented mining claims (the “Blue Bird Prospect”) in Granite County, Montana located approximately 40 road miles southwest of the town of Phillipsburg, Montana. The Blue Bird Prospect was acquired by the Company in January 2013 by claim-staking. The property is located on a sedimentary-hosted copper-silver occurrence similar to the copper-gold mineralization at the Troy, Rock Creek and Montanore deposits located to the northwest in Lincoln County, Montana. Copper-silver mineralization is strataform and hosted by units of the Bonner Formation of the Precambrian Belt Super Group.

Anaconda Corporation drill-tested the Blue Bird Prospect in the late-1970s and early-1980s and more recently General Minerals Corporation tested the property. Historic Anaconda drill-hole intercepts include 19 feet grading 1.93 percent copper and 0.88 opt silver. The foregoing historic numbers are being disclosed in reliance on Anaconda Company’s February 1980 drill-hole report and have not been confirmed by a NI 43-101 Technical Report and the Company is not treating these historic numbers as current resources or reserves. The Company is offering this property for joint venture or sale.

Canadian Properties, Yukon and British Columbia

The Wolf polymetallic prospect is located in the Pelly Mountains of southeastern Yukon. The property is currently held as a joint venture with the Company controlling 65.6 percent and Veris Gold Corporation controlling 34.4 percent. The Ecstall polymetallic prospect is located in the Skeena Mining District of British Columbia. These two properties are available for joint venture or sale.

CLOSURE PROPERTY

Kendall, Montana

Kendall is located approximately 20 miles north of Lewistown, Montana. Kendall was developed 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. Kendall produced approximately 302,000 ounces of gold and 136,000 ounces of silver from 1988 through 1998. Kendall operated under permits issued by MDEQ and other regulatory agencies. The Kendall permit area covers approximately 1,040 acres of which approximately 448 acres were disturbed. Leach pad capping and surface reclamation and re-vegetation of the site are substantially completed. Water management and treatment at the site will be continued for the foreseeable future.

In April 2012, Kendall entered into an agreement with the MDEQ, whereby Atna agreed to provide financial support to complete a final EIS closure study. As part of this agreement, Kendall submitted on July 25, 2012 an application to the MDEQ providing a final closure and reclamation plan for the Kendall mine site. In October 2014, Atna was advised by the MDEQ that it has reviewed the Kendall Mine’s amended Closure and Water Management Plan Application and has determined that the amendment application is complete and complies with substantive requirements of the Metal Mine Reclamation Act, relying on the environmental analysis provided in the Kendall amendment application. Based on this determination, the MDEQ will issue a draft permit amendment. The MDEQ has awarded a contract to an independent engineering firm to write the environmental analysis for the draft and final Environmental Impact Study to support the final closure plan. Work is expected to commence on this project in the Second Quarter of 2015.

CR Kendall has approximately $2.4 million on deposit in an interest-bearing account with the MDEQ for reclamation at Kendall. A further $0.2 million surety bond is also in place. Once a final Record of Decision on the Plan has been issued by the MDEQ, as part of the amended agreement, CRK will use any cash remaining on deposit with the MDEQ to fund any future operation, maintenance and replacement of water treatment and closure facilities. All facilities required to implement the amended plan, consisting primarily of long-term water treatment facilities, are in place.

As reclamation objectives at Kendall are achieved, parcels of land are being made available for purchase to the general public. From 2010 through 2014, Kendall has sold or donated a total of 598.2 acres of reclaimed and natural land parcels in a number of transactions. Kendall retains the water rights associated with the sold parcels as well as rights-of-access to conduct environmental monitoring and additional reclamation, if required.

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

ITEM 4A.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the results of operations of the Company for the last two years should be read in conjunction with the consolidated financial statements of the Company included in Item 18 - Financial Statements.

Operating Results

The Company’s expenditures were financed in 2014 and 2013 primarily by cash from its Briggs and Pinson operations, debt re-financings and restructurings, proceeds from the sale of investments and assets, equity financings, and equipment debt-financings.

The long-term success of the Company depends on the Company continuing to place into production its portfolio of advanced stage development properties or to discover or acquire additional advanced-stage properties to generate profit and cash flow. Development of the Pinson Underground mine commenced in early 2012 and continued through June 2013 when it was placed on care and maintenance. In June 2014 operations re-commenced at the Pinson Underground and production is currently being ramped-up. The Company completed a Pre-Feasibility study of the Mag open-pit mine at Pinson in 2014, which demonstrated positive economics at current gold prices. The Company plans to submit applications to pursue operating permits for that mine.

Most of the Company’s revenues, expenses, assets, and liabilities are denominated in U.S. Dollars, which the Company expects to continue in the foreseeable future. The Company’s C$17.5 million senior debt facility was repaid in January of 2014, leaving little exposure to foreign exchange risks, other than to the extent that currency fluctuations affect gold prices.

The global economy experienced a period of high commodity prices through 2012. Throughout 2013 and 2014, the global economy experienced a period of severe pullbacks in commodity prices, causing significant retrenchment and restructuring in the resource industries. This placed significant pressure on mining companies to slow the development of new mines and to reduce operating and administrative costs, while creating a focus on optimizing existing operations. While retrenchment has occurred as a result, the industry is still experiencing a shortage of qualified mining personnel as an aging workforce has chosen retirement over re-employment. This has maintained cost pressures on salaries, while consumable and equipment prices have stabilized or declined, as recently in the case of diesel prices.

Cash Flow Perspective

In 2014 and 2013, the Company faced a number of adverse conditions including: diminished market-prices paid for gold, difficult capital markets in which to raise debt or equity, a market adverse to the development of new mines, and the impairment of specific non-current assets. As a result, the Company has focused on the generation of cash flows and the re-start of production at the Pinson Underground mine to further augment cash flow.

In 2014, $0.6 million of cash was used in operating activities. Cash flows from investing activities, consisting principally of the sale of properties for $11.4 million and a stock issue that netted $1.8 million, permitted investments in mine development and stripping activity assets of $8.0 million and net repayments of principal on debt obligations of $3.3 million. Overall, our cash balance increased $1.4 million in 2014.

In 2013, operating cash flows provided $8.3 million, and this, plus net proceeds of a stock issuance of $5.3 million and preproduction gold sales (not included in operating cash flows) of $6.5 million permitted $29.0 million to be invested in long-term assets and a net reduction in debt of $9.6 million. Overall, our cash balance decreased $18.6 million in 2013 principally as a result of the investing activities.

Management believes that certain supplemental measures are valuable in reviewing cash flows and liquidity important to continuing as a going concern. EBITDA and “Operating cash flows exclusive of changes in working capital” are two such supplemental measures intended to provide additional information that have no standardized definition under IFRS. Neither is necessarily indicative of underlying operating results or operating profits. Both are used by management in internal budgets and forecasts, and consequently, the presentation of both may enable investors and analysts to better understand the underlying operating performance of our business through the eyes of management. EBITDA is also frequently used by investors and analysts for valuation purposes, for fixed-charge coverage ratios, and as an indicator of cash generated to service debt. Other companies may calculate these measures differently. The closest IFRS measure for EBITDA is net (loss) income and for “Operating cash flows exclusive of changes in working capital” is cash flow from operations. The following table reconciles to the IFRS measures, defines the measures, and shows the derivations of EBITDA and “Operating cash flows exclusive of changes in working capital”.

	For the years ended December 31,
	2014			2013			2012
Net (loss) income	$	(15,360,200	)	$	(49,619,600	)	$	6,886,000
Deferred income tax expense adjustments		-			10,327,500			95,500
Loss on asset disposals		1,690,400			330,600			352,400
Unrealized loss (gain) on derivatives		14,500			(1,080,800	)		(1,111,700	)
Provision for site restoration		676,700			(568,600	)		392,800
Impairment, net of recoveries, of non-current assets		935,300			33,090,100			-
Current tax expense (recovery)		2,600			(299,200	)		98,100
Interest expense		4,844,100			3,445,600			1,324,800
Depreciation and amortization, cost of sales		7,992,400			7,015,100			8,095,100
Adjust inventory to net realizable value, cost of sales, otherwise reportable as depreciation		4,150,400			2,595,600			-
Depreciation - G&A only		132,300			173,500			68,700
EBITDA	$	5,078,500		$	5,409,800		$	16,201,700

Net cash (used in) provided by operating activities	$	(643,200	)	$	8,307,100		$	13,590,500
Cash (used for) provided by funding of Changes in operating assets and liabilities		(1,033,300	)		4,068,100			(2,484,700	)
Operating cash flows exclusive of changes in working capital	$	390,100		$	4,239,000		$	16,075,200

Note that what are largely non-cash expenses and gains, as well as interest, income taxes, and depreciation, have been deducted from Net (loss) income to derive EBITDA. EBITDA remained positive in 2014 and 2013, with $5.1 million and $5.4 million being shown for the respective years.

“Operating cash flows exclusive of changes in working capital” merely backs out the change in cash resulting from changes in working capital from operating cash flows. “Operating cash flows exclusive of changes in working capital” remained positive in 2014 and 2013, with $0.4 million and $4.2 million being shown for the respective years.

Results of Operations – Year Ended December 31, 2014 versus Year Ended December 31, 2013

Atna recognized a net loss of $15.4 million, $(0.08) per basic share for 2014. These results compare to a net loss of $49.6 million, ($0.32) per basic share, for 2013. Significant elements of the $34.2 million decrease in the net loss between the two periods are presented below.

Gold and silver revenues decreased $3.6 million, or 8 percent, to $41.5 million in 2014 compared to 2013 with the gold ounces sold increasing from 31,700 ounces to 32,800 ounces, a 3 percent increase, and the average revenue realized per gold ounce sold decreasing from $1,421 to $1,265, an 11 percent decrease. The difference in price times the 31,700 ounces sold in 2013 indicates a $4.9 million decline in revenue and in income were attributable to the decrease in price.

Cost of sales, excluding depreciation and excluding adjustments to inventory valuations, was $34.2 million in 2014 and $33.3 million in 2013, an increase of $0.9 million, or 3 percent. Ounces sold increased 3 percent, so there was a minor change in the average net unit cost.

Depreciation and amortization cost of sales, increased $1.0 million, or 14 percent, in 2014 relative to 2013. The relative increase in depreciation exceeded the relative change in ounces sold due to a higher basis in historic capital per reserve-ounce at Briggs. Depreciation of pre-stripping costs for the Goldtooth pit, haul trucks acquired in 2013, and equipment rebuilds in 2013 and 2014 increased depreciation expense per ounce produced. Without the adjustments to inventory’s net realizable value, the increase in depreciation expense would have been greater.

In 2014 and 2013, inventory was written-down to net realizable value less estimated costs of completion. The net write-downs were $4.2 million and $2.6 million, respectively. The increased write-down principally followed from increased depreciation per ounce added to inventory. The year-end market price for gold, $1,206 for 2014 and $1,205 for 2013, and the average cost of sales per unit, excluding depreciation, changed little between the two years.

General and administrative expenses declined $1.3 million, or 26 percent, to $3.6 million in 2014. This reflects a focus on cost reduction.

Exploration expenses decreased $0.4 million to $0.3 million in 2014. Few exploration activities were undertaken in the periods, and the costs of the Pinson studies in 2014 were capitalized as development.

Property maintenance expense decreased $0.3 million to $0.8 million in 2014. Property maintenance expenses for Pinson Underground were relatively high in the Second Half 2013 when the site was transitioning to its care and maintenance status, whereas Pinson Underground recommenced operations in June of 2014.

An impairment of $1.0 million was recognized in 2014 upon the completion of mining in the Goldtooth Pit (See “Briggs Mine, California” above). Impairments and write-offs of $33.1 million were recognized in 2013. The properties impaired in 2013 were all pre-commercial-production properties at various stages of development. Please see Footnote 4, “Property, plant, mine development, and mineral interests, net, as of December 31:”, to the financial statements for a complete description.

The Company recognized site restoration expense of $0.7 million in 2014 and a site restoration recovery of $0.6 million in 2013. The expense recognized in 2014 resulted primarily from an updated time table for reclamation work at Briggs and a change in estimated future costs at Kendall. In 2013, estimated future Briggs reclamation costs were decreased, leading to the recovery.

Interest expense increased $1.4 million to $4.8 million in 2014, principally as interest was no longer capitalized to Pinson Underground development after June 2013. Effective interest rates and the amortization of loan discounts have increased, also causing an increase in interest expense. Interest paid in cash, whether capitalized or expensed, in 2014 was $3.0 million, whereas it was $2.4 million in 2013.

In 2013, an unrealized gain of $1.1 million and a realized loss of $0.2 million were recognized for the embedded derivatives in the 2009 Gold Bonds. These bonds were retired in December 2013, and a negligible loss was recognized for outstanding forward-sales positions in 2014.

In November 2014, Reward and the Clover were sold for $10.0 million. An aggregate loss of $1.1 million was recognized upon the sale. The Company also recognized losses of $0.6 million on the disposition in 2014 of equipment, principally the sale of an idle rock crusher at Pinson and an idle haul-truck at Briggs. In 2013, losses of $0.3 million on assets sold were principally related to disposals of mineral rights.

A foreign-exchange gain of $2.3 million was realized upon settlement of the loan with Sprott, denominated in Canadian dollars, in 2014. $1.5 million of the gain had been recognized in prior periods as Other Comprehensive Income (“OCI”) based on mark-to-market differences. This $1.5 million was reclassified from OCI to Other income in 2014 upon realization. No other material foreign-exchange gains or losses were realized in 2014 or 2013.

In 2014, Other income of $0.2 million was recognized from miscellaneous sources. In 2013, Other income of $0.6 million resulted principally from recoveries in excess of basis from insurance claims and from the sale of an exploration property.

In 2014, a negligible current tax and no deferred tax expense were recognized. In 2013, income tax expense of $10.0 million was recognized, consisting of a $0.3 million current recovery and a $10.3 million deferred tax expense. In 2013, the Company updated and recognized reductions of $10.3 million in its deferred tax assets (“DTA”) attributable to its US net operating loss carryforwards and all other sources. Until the timing and magnitude of future taxable profits become clearer, the Company determined that there was not a sufficient probability to utilize tax loss carryforwards and deductible temporary differences.

As of December 31, 2014, cash and cash equivalents were $2.2 million, a $1.4 million increase since December 31, 2013. The significant elements underlying this net increase in cash are presented below with comparisons to cash flows in 2013.

“Operating cash flows exclusive of changes in working capital” were $0.4 million in 2014 and $4.2 million in 2013. The $3.8 million decrease in operating cash flows is largely attributable to the $4.9 million decrease in revenues attributable to lower gold prices, as partially offset by a $1.3 million increase in revenues from the production and sale of an increased number of gold ounces, inclusive of those from Pinson Underground. Decreases in general and administrative expenses improved operating cash flows by approximately $1.3 million. The reclassification of interest expense payments from investing activities in 2013 to operating activities in 2014 led to the presentation of a decrease in cash flows from operations of $1.2 million. All other changes in expenses decreased operating cash flows by $0.2 million.

Operating cash flows decreased by $5.1 million in 2014 as a result of changes in working capital. In 2014, operating assets and liabilities used $1.0 million of cash, principally to pay-down trade payables. In 2013, operating assets and liabilities provided $4.1 million in cash principally from the extension of trade-payables and the use / reduction of prepaid assets.

Net cash provided by investing activities in 2014 was $3.5 million. In 2013, investing activities consumed $22.5 million of cash. Significant components of these cash flows are noted below.

In 2014, principally through the sale of Reward, Clover, and certain idle equipment, $11.4 million was provided. Surplus equipment sales in 2013 provided $0.7 million.

In 2014, $6.0 million was spent for stripping of the BMN pit, $0.5 million was spent for equipment and equipment rebuilds at Briggs, $0.3 million was spent on Pinson mine studies, and $0.1 was spent principally for mineral interests at Columbia. In 2013, $26.4 million was spent on mine development and capital equipment at Pinson and Briggs. Of this $26.4 million, $5.1 million was spent at Briggs and $3.3 million of this latter amount was for stripping of the Goldtooth South pit.

$1.2 million of capitalized interest was recognized for Pinson in 2013, and no interest was capitalized in 2014.

$6.5 million of pre-production gold sales from Pinson Underground were netted with capital development in 2013, but sales of $2.4 million by Pinson Underground in 2014 were recognized as operating revenue.

Briggs expended $1.1 million on stripping activity assets in 2014 and $3.2 million in 2013. These relate to production stripping within active pits and not to pre-stripping of new pits recognized as development.

Cash-collateral required by a surety in connection with outstanding reclamation bonds was reduced by $0.7 million in 2013. Despite an increase in the surety bonds placed in 2014, the collateral required changed negligibly.

Proceeds from the sales of investments-held-for-sale and from insurance settlements totaled $0.1 million in 2014 and $0.4 million in 2013.

Net cash used in financing activities in 2014 was $1.5 million. In 2013, net cash used in financing activities was $4.2 million. Significant elements of these cash flows are noted below.

The Waterton Loan provided net $21.3 million early in 2014, refinancing the Sprott Loan and other current obligations.

Inclusive of repayments of the Sprott Loan and 2009 Gold Bonds, repayments of debt consumed $24.6 million in 2014 and $9.6 million in 2013.

Stock was issued in the third quarter of both years, netting $1.8 million in 2014 and $5.3 million in 2013. In both cases, the proceeds were used for general corporate purposes.

Results of Operations – Year Ended December 31, 2013 versus Year Ended December 31, 2012

Atna recognized a net loss of $49.6 million, $(0.32) per basic share, in 2013. The loss before income tax was $39.6 million in 2013. These 2013 results compare to a net income of $6.9 million, $0.05 per basic share, for 2012. Income before income tax was $7.1 million in 2012. Significant elements of the $46.7 million decrease in income before income tax and the $56.5 million decrease in net income between the two periods are presented below.

Gold and silver revenues decreased $14.7 million, or 25 percent, to $45.0 million in 2013 relative to 2012. Gold ounces sold decreased from 35,641 to 31,683 ounces, an 11 percent decrease, and the average price realized per gold ounce decreased from $1,667 to $1,412, a 15 percent decrease.

Cost of sales, excluding depreciation and inventory adjustments to net realizable value, decreased $2.2 million, or 6 percent, in 2013. Ounces sold decreased 11 percent, so a net 5 percent increase relates to increased per unit costs. Much of the increase in per unit costs resulted from fixed costs being spread over the decreased ounces sold. Fewer ounces produced and sold resulted principally from a shortfall in ounces mined.

Depreciation and amortization within cost of sales decreased $1.1 million, or 13 percent, in 2013 relative to 2012. The units-of-production method of calculating depreciation generally causes depreciation to vary with the ounces sold. Approximately a $0.8 million decrease in recognized depreciation expense resulted in 2013 from less depreciation being reclassified from inventory to cost of sales in the third quarter of 2013 as the depreciation associated with the inventory sold had been diminished by the June 30, 2013 write-down of inventory to its net realizable value. Please see next bullet point.

In 2013, the Company recognized a write-down of $2.6 million in its inventory carrying-cost, adjusting to net realizable value less estimated costs of completion. There were no similar adjustments in 2012. In Second Quarter 2013, when the London pm fix price was $1,192 per ounce of gold, a $1.4 million write-down in the value of the inventory was recognized. In Third Quarter 2013, the Second Quarter 2013 adjustment was reversed, however $0.6 million of the adjustment was not revered due largely to gold sales in the quarter, when cost flowed through cost of sales. At December 30, 2013, the London pm fix price was $1,205 per ounce of gold, and as Briggs’ weighted average cost per ounce was greater than this estimated net realizable value less estimated costs of completion, a $1.8 million write-down in the value of the inventory was recognized. This $1.8 million write-down of inventories on-hand at year-end plus the $0.8 million net write-down carried forward from Second Quarter 2013equals the $2.6 million recognized on the Statement of Operations.

An impairment loss for non-current assets of $33.1 million was recognized at December 31, 2013, whereas no impairment was recognized in 2012. $30.7 million of the loss was for the impairment of certain secondary-mine development at Pinson Underground, and $2.4 million of the loss followed from fair-value adjustments for exploration properties, land, and mineral rights.

General and administrative expenses changed little between 2013 and 2012. Increased legal and outside-service expenses were offset by the elimination of a few positions and the reduced use of consultants.

Exploration expenses decreased $1.0 million to $0.7 million in 2013. In 2012, drilling programs were undertaken at Pinson’s Mag open-pit, at Columbia, and at Briggs whereas in 2013, exploration expenses principally were incurred only for continuing studies at Pinson’s Mag open-pit.

Property maintenance expenses increased from $0 to $1.1 million in 2013, relative to 2012. These expenses principally related to costs of winding-down Pinson Underground, placing it on care and maintenance at the end of June 2013, and maintaining Pinson Underground in the latter half of 2013. As Reward was a development project on care and maintenance pending financing and market improvements, its maintenance costs were also included in this expense-category in 2013.

The provision for site restoration decreased $1.0 million to a recovery of $0.6 million in 2013 due principally to the determination of lower estimated future costs for the reclamation of the Briggs mine.

Interest expense increased $2.1 million to $3.4 million for 2013 principally as interest was no longer capitalized to Pinson’s development after that project was placed on care and maintenance in June of 2013. Interest expense also includes the amortization of loan discounts and in the fourth quarter of 2013 the write-off of the Sprott Loan-amendment costs of $1.1 million. As noted in the Supplemental disclosures of cash flow information with the 2013 Financial Statements, interest paid decreased from $2.8 million in 2012 to $2.4 million in 2013.

The realized and unrealized gains and losses on derivatives provided income of $0.9 million in 2013, whereas in 2012 they yielded a loss of $0.8 million, an increase in income of $1.7 million. The influence of period-end gold prices on the embedded forward derivatives in the 2009 Gold Bonds drove these gains and losses. In 2013, a realized loss of $0.2 million and an unrealized gain of $1.1 million were recognized for changes in the market value of the embedded 2009 Gold Bond derivatives. The 2009 Gold Bonds were retired, inclusive of the closure of their derivative elements, in December 2013.

Losses on the disposal of assets aggregated $0.3 million in 2013, little changed from results in 2012. In 2013, losses on disposals were principally related to disposals of mineral rights. In 2012, losses on disposals were principally related to early disposals of a haul-truck engine and pond netting.

A loss of $0.1 million was realized in 2013 on the sale of investments, whereas a gain of $0.1 million was realized in 2012 on the sale of investments.

In 2013, Other income was $0.6 million consisting principally of recoveries in excess of basis from insurance claims and from the sale of an exploration property. In 2012, Other income was $0.3 million and included a gain of $0.2 million realized as a result of an insurance settlement.

In 2013, income tax expense was $10.0 million consisting of a $0.3 million current recovery and a $10.3 million deferred tax expense. During 2013, the Company updated and recognized reductions of $10.3 million in its DTA attributable to its US net operating loss carryforwards and all other sources. As development efforts were suspended for the time being and until the timing and magnitude of future taxable profits became clearer, the Company determined that there was not a sufficient probability that future taxable profits will be available to utilize tax loss carryforwards and deductible temporary differences. In 2012, current tax expense was $0.1 million and deferred tax expense was $0.1 million.

As of December 31, 2013, cash and cash equivalents were $0.8 million, a decrease or net use of $18.5 million since December 31, 2012. The significant elements underlying the net decrease in cash in 2013 are presented below with comparisons to 2012.

A stock offering in Third Quarter 2013 netted $5.3 million, used principally for general corporate purposes and to pay for development at Pinson. A stock offering in Third Quarter 2012 netted $16.3 million. The proceeds of this stock offering were principally used toward the development of Pinson Underground.

In 2013, $26.4 million was used for mine development and to acquire capital equipment principally at Pinson ($20.6 million) and Briggs ($5.1 million). In 2012, $21.7 million was used for mine development and to acquire capital equipment principally at Pinson ($16.7 million) and Briggs ($3.4 million).

Additionally, $1.2 million of interest-paid was capitalized for Pinson in 2013 whereas in 2012, $2.2 million of interest-paid was capitalized for Pinson.

In 2013, $6.5 million was received for Pinson ore shipments, while Pinson was in development, reducing net capital spending. In 2012, the equivalent figure for ore shipments was $1.4 million.

In 2013, $3.2 million was expended on stripping activity assets at Briggs whereas in 2012, $0.5 million was expended.

$0.4 million was received in 2013 and also in 2012 from insurance settlements for premature mechanical-failure claims.

$8.3 million was provided by operations in 2013, inclusive of a $4.0 million decrease in working capital / source of funds. This compares to $13.6 million provided by operations in 2012, inclusive of a $2.4 million increase in working capital / use of funds. The $5.3 million decrease in cash flows from operations principally resulted from decreased revenues of $14.7 million, offset to a large degree by the $6.4 million change in working capital and a $3.0 million net decrease in cash-costs.

$9.6 million of cash was used for the scheduled repayments of notes, the 2009 Gold Bonds, and finance leases in 2013 compared to $5.6 million used for debt repayments in 2012.

Minor quantities of warrants and options were exercised in 2013, whereas warrants and options exercised in 2012 contributed $6.3 million.

In 2013 and 2012, $0.6 million and $0.4 million, respectively, were provided by decreasing reclamation-bond security deposits in turn related to decreased collateral requirements by a surety, net of new bonding requirements.

In 2013 and 2012, less than $0.1 million and $0.8 million, respectively, were provided through the sale of investments.

The disposition of various property and equipment provided $0.7 million and $0.1 million in 2013 and 2012, respectively.

Liquidity and Capital Resources

Atna expects that cash requirements over the next 12 months can be met with cash flow from the Briggs and Pinson operations and existing cash, and that these sources may be supplemented with equipment financings and equipment or asset sales. The Company’s 2015 budget and recent forecasts indicate that supplemental financing will not be required; however, this is principally contingent upon Briggs and Pinson realizing operating cash flow targets. Capital requirements in 2015 are expected to be minimal at Briggs and development requirements at Pinson are expected to be funded from operations. No material spending is expected for the Mag Pit or Columbia projects. The Company anticipates either paying-down the balance due on the Waterton Loan or arranging for refinancing of the balance prior to the credit line’s termination on January 31, 2016. However, the Company cannot provide any assurances that it will have sufficient cash flows from operations to repay the Waterton Loan at or prior to maturity, in which case, the Company may be required to seek additional liquidity from the issuance or refinancing of debt, convertible bonds, or equity; new lines of credit; asset sales; or by combinations of these. There can be no assurances that any of these additional sources of liquidity would be available to the Company, or on acceptable terms. In addition, funding requirements could be significantly affected by the future price of gold and any unforeseen, prolonged production disruptions at either mine.

Past cash requirements were met through the use of a combination of operating cash flows, asset sales, and debt and equity financings. See descriptions of recent historical financings in this section and below

As of December 31, 2014, the Company had net working capital of $12.1 million. Current assets as of December 31, 2014 included recoverable gold inventories of approximately 17,900 ounces at Briggs.

“Operating cash flows exclusive of changes in working capital” provided $0.4 million in 2014, $4.2 million in 2013, and $16.1 million in 2012. In 2015, we expect to ramp-up production at the Pinson Underground mine and to ramp-down mining and crushing activities at Briggs, while continuing processing operations at Briggs for several years. The Company is expected to sell 55,000 to 65,000 ounces of gold in 2015. Briggs and Pinson Underground are expected to provide improved, positive, net operating cash flows in 2015. In both cases, operating cash flows will be enhanced by prior investments in development, equipment, inventory, and other assets. Capital spending at Briggs in 2015 is expected to be roughly $1.0 million, principally for sustaining capital / equipment rebuilds. Capital spending at Pinson in 2015 is expected to be between $2.0 million and $2.5 million, principally for vertical spiral development and vent raises.

Financing Transactions

Equity Issuance:

In August 2014, the Company completed a non-brokered private placement by issuing 15.38 million common shares for gross proceeds of C$2.0 million and net proceeds of $1.8 million. As part of this private placement, the Company also issued 15.38 million common-share purchase-warrants with an exercise price of C$0.18 per common share for a three-year term. In November 2014, 9,453,991 of these warrants were cancelled, leaving a balance outstanding of 5,926,009 warrants.

In accordance with the terms of the Waterton Loan, in January 2014, the Company issued 10.0 million common-share purchase-warrants with an exercise price of C$0.25 per common share for a three-year term. All of these warrants were cancelled in November of 2014.

In September 2013, the Company completed a bought-deal private placement conducted by Dundee Securities Ltd. and Sprott Private Wealth LP by issuing 36.4 million common shares for gross proceeds of C$5.8 million and net proceeds of $5.3 million.

In 2014, 1,035,000 brokers’ warrants expired unexercised. These warrants had an exercise price of C$1.00 and an eighteen-month term and were issued in conjunction with a short-form prospectus financing of 17.25 million common shares for gross proceeds of C$17.25 million and net proceeds of C$16.0 million in 2012.

No warrants and few options were exercised in 2014 and 2013. Options and Restricted Share Units (“RSU’s”) are granted and issued in accordance with the Company’s compensation plans. Exercises of warrants and options and issuances of RSU’s are summarized in a table below for 2014 and 2013.

In connection with extensions and amendments to the Sprott Loan, the Company in 2013 issued 7.2 million shares with a value of $1.5 million for fees and in 2012 issued 0.6 million shares for fees with a value of $0.6 million.

A roll-forward of the Company’s common shares outstanding during 2014 and 2013 follows.

	Number of Shares
	December 31,		December 31,
	2014		2013
Share Balance, beginning of the period		189,922,144		144,989,922
Issued in conjunction with Sprott credit agreement and amendments		-		7,237,740
Option exercises		35,377		150,544
Compensation and payments with Restricted Shares		2,009,841		1,143,938
Equity Offerings		15,380,000		36,400,000
Share Balance, end of the period		207,347,362		189,922,144

As of March 13, 2015; 208,404,732 common shares were outstanding.

Debt:

In 2014 and 2013, finance leases and equipment-financing notes of $2.0 million and $5.8 million, respectively, were issued for mining equipment and principal repayments for finance leases and equipment-financing notes aggregated $4.1 million and $3.5 million, respectively.

The balance of the Sprott Loan was reduced from C$20 million to C$17.5 million in February of 2013 via a C$2.5 million repayment. The Sprott Loan was extended via amendments through mid-2014. The $1.1 million balance of capitalized loan origination and amendment fees related to the Sprott Loan were written-off to interest expense in December of 2013 in the expectation of closing the Waterton Loan next described.

On January 31, 2014, the Company entered into the Waterton Loan. The Company used this new $22.0 million credit facility to pay the current liability due to Sprott of approximately C$18.1 million, inclusive of early repayment and other fees, under the Sprott Loan, and the balance was used for general working capital purposes including a reduction in trade payables. The Waterton Loan is a non-revolving, senior secured facility, that bears interest at a coupon rate of 10 percent per annum and matures on the earlier of (i) January 31, 2016 and (ii) the date all amounts owing under the credit facility are voluntarily or mandatorily (as in the case of the facility having been accelerated in the event of a default) prepaid in full, without a repayment penalty. On the maturity date, Atna will pay to Waterton (i) a cash fee equal to 5 percent of the original credit facility and (ii) if the payment date occurs on or after the first anniversary of the date of the Waterton Loan, Atna will pay an additional cash fee equal to 5 percent of the credit facility less any prepayments made during the first 12 months of the Waterton Loan. As consideration for structuring the credit facility, Atna paid to Waterton a cash structuring fee of US$440,000 and issued to Waterton 10,000,000 non-transferable common share purchase warrants, which warrants were cancelled in November 2014. Certain assets owned directly by Canyon Resources Corp., CR Briggs Corporation, CR Montana Corporation, and Atna Resources Inc. have been pledged as security under the Waterton Loan. Covenants restrict equipment financings to $12 million and require Waterton’s consent for material asset sales. The Waterton Loan also precludes additional borrowings and guarantees of debt, except for Permitted Debt and Liens, and allows early prepayments without incurrence of a prepayment penalty.

2009 Gold Bonds Payable:

On December 9, 2009, the Company closed a private placement of $14.5 million of Gold Bonds (“2009 Gold Bonds”). The 2009 Gold Bonds matured and were retired in December 2013. The following provides a roll-forward of the Gold Bonds and related discounts for the twelve months ended December 31, 2013.

				Discounts
				Transaction			Embedded
	Gold Bonds			Costs			Derivative			Total
Balance, December 31, 2012	$	3,625,000		$	(82,500	)	$	(47,700	)	$	3,494,800
Payments		(3,625,000	)		-			-			(3,625,000	)
Amortization		-			82,500			47,700			130,200
Balance, December 31, 2013	$	-		$	-		$	-			-
Less: gold bonds - current											-
Gold bonds - non-current										$	-

Investing Transactions

Disposition of Assets:

In 2014 the Company sold Reward and Clover, an idle crusher, an idle haul truck and other surplus equipment, in total providing $11.4 million of cash. In 2013, the Company received $0.7 million in cash principally for surplus equipment. In 2014 and 2013, respectively, the Company received $0.1 million and less than $0.1 million in cash for investments sold. The investments sold were principally stock in other mining companies acquired in exchange for joint venture or property option interests.

In 2013, the Company received $0.4 million from settlements of two insurance claims related to premature mechanical failures of crushing equipment and $0.6 million from the reduction in collateral for reclamation surety bonds.

Capital Expenditures:

Cash expended for mine development and capital purchases in 2014 and 2013 was $6.9 million and $26.4 million, respectively. These capital expenditures were principally for stripping of the BMN pit in 2014, development of Pinson Underground in 2013, and stripping of the Goldtooth South pit at Briggs in 2013. Additionally, in 2013, capitalized interest of $1.2 million was paid for financing the development of Pinson Underground. Capital spending was reduced by $6.5 million in 2013 as a result of ore sales by Pinson Underground during development. $1.1 million and $3.2 million, respectively, were expended in 2014 and 2013 for stripping activity assets at Briggs.

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

Outstanding Warrants

The following table summarizes warrants outstanding as of December 31, 2014.

Remaining

Underlying

Expiration Date

Life in Years

Exercise Price

August 22, 2017

2.64

CAD$0.18

5,926,009

Surety Bonds

Atna is working with a surety company to provide bonds for its operations. Collateral is posted with this company to cover new or increased bond requirements. All surety bonds are subject to annual review and adjustment and additional permitting, extension of mine life, areas of mining activity and changes in the regulatory environment affect bond requirements.

The Company has posted reclamation / surety bonds and a minor cash-bond for Briggs in the amount of $4.5 million. Restricted cash held as collateral by the surety and a government agency amounts to $1.3 million.

The Reward and Clover properties were sold in November 2014, however at December 31, 2014, surety bonds of $1.0 million and collateral deposits of $310,000 had not yet been released to the Company. At March 13, 2015, the Company had been informed that the buyer had replaced the bonds and the BLM was sending releases.

Bonds in place for Pinson total $1.7 million. The Company has placed $0.2 million into a collateral account related to the Pinson surety bonds.

The Company has on deposit with the MDEQ $2.4 million in an interest-bearing account for reclamation at the Kendall Mine. The Company has placed an additional surety bond of $0.2 million with the MDEQ. The surety of the latter bond is holding $0.1 million in collateral.

There is an outstanding surety bond for Columbia of $0.1 million, having a minor amount of collateral associated with it.

Research and Development, Patents and Licenses, etc.

Not applicable.

Trend Information

	2014			2013 *			Percent Increase (Decrease)

Revenues	$	41,484,300		$	45,035,100			-8	%
Impairments & adjustments to net realizable value	$	5,085,700		$	35,685,700			N/A
All other operating expenses	$	47,721,700		$	46,598,000			2	%
Operating (loss) income	$	(11,323,100	)	$	(37,248,600	)		-70	%
Interest and Other expenses	$	4,034,500		$	2,342,700			72	%
Income tax expense	$	2,600		$	10,028,300			-100	%
Net (loss) income	$	(15,360,200	)	$	(49,619,600	)		-69	%
Operating cash flow	$	(643,200	)	$	8,307,100			-108	%

Tons mined		12,588,410			11,625,400			8	%
Gold ounces mined		43,910			41,000			7	%
Gold ounces produced		34,370			32,780			5	%
Gold ounces sold		32,800			31,700			3	%

Gold price per Ounce sold	$	1,259		$	1,412			-11	%
Cash cost per Ounce sold	$	1,037		$	1,042			0	%
AISC	$	1,193		$	1,184			1	%

* For 2013, consistent with the financial presesntation, production statistics exclude capitalized activities by Pinson Underground. For example, 5,200 contained gold ounces were mined and 4,600 gold ounces were sold, the proceeds partially offsetting development costs.

Gold ounces sold increased from 31,700 ounces in 2013 to 32,800 ounces in 2014, a 3 percent increase, basically due to the recommencement of operations at the Pinson Underground mine in mid-2014. 1,950 payable ounces were sold by Pinson Underground in 2014. In 2015, we expect to ramp-up production at the Pinson Underground mine and we plan to ramp-down mining and crushing activities at Briggs, while continuing processing operations at Briggs for several years. The Company is expected to sell 55,000 to 65,000 ounces of gold in 2015. From our budgeting and planning exercises, we expect Briggs and Pinson Underground to provide improved, positive, net operating cash flows in 2015.

The average price realized per gold ounce sold decreased from $1,421 in 2013 to $1,265 in 2014, an 11 percent decrease, having a negative impact of $4.9 million upon revenue. The Company also suffered from decreasing gold prices in 2013 when the average price fell 15 percent. Financial results are heavily dependent on the world-wide market price of gold and other risk-factors. Please see “Item 11. Quantitative and Qualitative Disclosures About Market Risk” and “Item 3. Key Information, D. Risk Factors”.

As a result of Company-wide cost reduction efforts, in combination, general and administrative, exploration, and care and maintenance expenses declined $2.0 million, or 30 percent in 2014; and the average cost per ounce remained about the same, decreasing $5 per ounce, or less than 1 percent. See “Item 5. Operating and Financial Review and Prospects, A. Operating Results” for a comparison of revenues, costs, cash flows, and other metrics in 2014 and 2013.

Pinson Underground’s cash costs are expected to decrease through 2015, as ore sales are increased and additional gold units are produced. Targeted production for Pinson in 2015 is 30,000 to 35,000 ounces. Cash costs are expected to settle into the $700 to $800 per ounce range. AISC is expected to settle into the $800 to $900 per ounce range. These compare to a cash cost of $1,030 per ounce and an AISC of $1,325 per ounce in 2014.

Also see “Item 5, B. Liquidity and Capital Resources, Debt” and the “Outlook and Strategy” section in Management’s Discussion and Analysis for 2014.

Off-Balance Sheet Arrangements

As of December 31, 2014 and December 31, 2013, the Company had no outstanding off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

The Company’s material undiscounted contractual obligations as of December 31, 2014 follow.

			Payments due by Period as of December 31, 2014
			Less than						More than
	Total		1-year		1-3 years		4-5 years		5-years
Long-term debt obligations	$	21,483,600	$	1,830,500	$	19,653,100	$	-	$	-
Finance lease obligations		3,162,900		1,685,100		1,477,800		-		-
Operating lease obligations		520,500		118,300		201,000		201,200		-
Asset retirement obligations		7,195,200		1,549,100		1,384,700		2,873,100		1,388,300

Total	$	32,362,200	$	5,183,000	$	22,716,600	$	3,074,300	$	1,388,300

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

Names, state or province of residence, offices and principal occupations of the members of the board of directors of the Company (the “Board”) and senior executives of the Company are as follows.

Name and Municipality of Residence	Office held with the Company	Director or Officer since	Other Principal Directorships	Principal Occupation
David H. Watkins⁽³⁾ British Columbia, Canada	Chairman and Director	March 2000	EURO Ressources SA, Golden Minerals Company, Argonaut Gold Inc., Commander Resources Ltd., Camino Minerals Corporation & Rio Novo Gold Inc.	Director
Glen D. Dickson^(1,2) British Columbia, Canada	Director	December 2002	Venerable Ventures Ltd.	Retired
David K. Fagin^(1,4) Colorado, United States	Director	March 2008	None	Investor

Name and Municipality of Residence	Office held with the Company	Director or Officer since	Other Principal Directorships	Principal Occupation
Christopher E. Herald^(2,3)Colorado, United States	Director	August 2009	Solitario Exploration and Royalty Corp.	President and Chief Executive Officer of Solitario Exploration and Royalty Corp.
Ronald D. Parker^(2,4) Missouri, United States	Director	March 2008	None	Retired
Paul H. Zink^(1,3) Colorado, United States	Director	April 2011	None	Senior Vice President and Chief Financial Officer, Rare Element Resources Ltd.
James K. B. Hesketh⁽⁴⁾ Colorado, United States	President, Chief Executive Officer and Director	September 2001	None	President & Chief Executive Officer of the Company
William R. Stanley Arizona, United States	Vice President Exploration	January 2004	None	Vice President Exploration of the Company
Rodney D. Gloss Colorado, United States	Vice President and Chief Financial Officer	October 2011	None	Vice President & Chief Financial Officer of the Company

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nomination and Corporate Governance Committee.

(4) Member of the Health Safety and Environment Committee.

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

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

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management.

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

David H. Watkins, 70, has been a Director of the Company since 2000, he was appointed Executive Chairman in January 2009 and he stepped down as Executive Chairman becoming Chairman on July 1, 2010. Mr. Watkins has over 40 years experience in exploration, development, and mining operations. During the early part of his career, he served as exploration geologist for Newmont and Noranda. He later joined Falconbridge Copper Ltd. as an Exploration Geologist and rose to Chief Geologist responsible for exploration in Quebec and mine operations at Lake Dufault and Opemiska. Mr. Watkins was appointed Vice President, Exploration in 1986 and later became President of Minnova Inc., the successor company to Falconbridge Copper. Mr. Watkins served as President of Cyprus Exploration and Development Corporation and Senior Vice President, Exploration for Cyprus Amax Minerals Company for six years prior to joining Atna in 1999. Mr. Watkins served as President and CEO of Atna from 1999 to 2008.

Glen D. Dickson, 65, has been a Director of the Company since 2002. Mr. Dickson obtained his B.Sc. (Advanced) degree in Geology in 1974 and has been involved in mineral exploration continuously since then with a variety of Canadian major and junior exploration companies. Mr. Dickson served as Senior Geologist with Asamera Minerals Inc. from 1987 to 1992, and later served as President and Chief Executive Officer of Cumberland Resources Ltd from 1993 through 2002. Most recently, Mr. Dickson was the Chief Executive Officer and Director of Gold-Ore Resources Ltd., until it merged with Elgin Mining Inc. on April 30, 2012. Mr. Dickson served as a Director of Elgin Mining Inc. through May 22, 2013.

David K. Fagin, 76, was appointed a Director of the Company on March 18, 2008. From 1992 to 1996, he served as Chairman and CEO of Golden Star Resources Ltd. and then as non-executive Chairman for an additional two years. From 1997 to 2000, he served as Chairman and CEO of Western Exploration and Development Ltd., and later as consultant and Corporate Director. Mr. Fagin has served as President and Director of Homestake Mining Company, Rosario Resources Corporation, and as Vice President of AMAX Inc. He served as a Director of Pacific Rim Mining Ltd. until November 27, 2013.

Christopher E. Herald, 61, joined the Board in August 2009. He has over 30 years of experience in the mining industry and has been President and CEO and a Director of Solitario Exploration and Royalty Corporation since 1992. He was instrumental in discovering the 1.5 million ounce high-grade Buckhorn Mountain Gold deposit for Crown Resources and its subsequent sale to Kinross Gold for approximately $240 million in 2006. Chris was also responsible for the initial exploration successes of the 1.5 million ounce Kettle River open pit and underground deposits. During his career, he has held various positions in Anaconda Minerals, Echo Bay Mines, Crown Resources, and as Chairman of The Denver Gold Group.

Ronald D. Parker, 64, was appointed a director of the Company on March 18, 2008. From 2002 to 2012, Mr. Parker served as President and CEO of Gammill Inc, a manufacturing company. From 1998 to 2002, he served as President and CEO of Apollo Gold Inc. Mr. Parker has held several positions with Homestake Mining Company and its subsidiaries including Vice President of Homestake Mining Company, President of Homestake Canada, Inc., President of Prime Resources Group, Inc. and General Manager of the McLaughlin Mine.

Paul H. Zink, 59, joined the Board in April, 2011. Paul was appointed Chief Financial Officer of Rare Element Resources in December 2013. Prior to that he was Chief Executive Officer of Americas Bullion Royalty Corp. Paul served as President of Eurasian Capital, the royalty and merchant banking division of Eurasian Minerals Inc., from July 2010 through January 2013. He has more than 30 years of experience in the financial and extractive industries. He began his career in the metals and mining industry with a 17-year tenure at J.P. Morgan & Co., Inc., where he performed merger and acquisition analysis, banking and project finance advisory work for European mining companies, and sell-side equity research on U.S. mining stocks. His extractive industry experience includes managing Pegasus Gold, Inc.'s acquisition efforts and serving as Chief Financial Officer for Koch Mineral Services, a unit of Koch Industries Inc. From 2008-2010, Mr. Zink served as President and Director of International Royalty Corporation ("IRC") and was a key member of the senior management team that negotiated IRC's successful sale to Royal Gold, Inc. in February, 2010.

James K. B. Hesketh, 57, became President and Chief Executive Officer in January 2009. Mr. Hesketh has a diverse career in the mining industry, with over 30 years in positions covering mining finance, corporate business development, mine operations, mine engineering and consulting with companies including NM Rothschild & Sons (Denver) Inc., Cyprus Amax Minerals Company, Pincock, Allen & Holt, Inc., and Dresser Industries. He has been a Director of the Company since 2001.

William R. Stanley, 59, was appointed Vice President of Exploration in 2004. Mr. Stanley has over 35 years experience as a mineral exploration geologist. While the vast majority of Mr. Stanley’s exploration experience is in the western United States, he has also developed and led international exploration efforts in Mexico, Chile, and New Zealand. Mr. Stanley holds a Bachelor of Science degree in Geology, from Central Washington University, and a Master of Business Administration from Arizona State University. Prior to joining Atna, Mr. Stanley was an independent mining consultant providing services to both major and junior exploration firms. He has held positions with Cyprus Amax as the U.S. Exploration Manager, and Homestake Mining Company as Senior Exploration Geologist where he was responsible for several gold deposit discoveries, two of which were placed into production.

Rodney D. Gloss, 58, joined Atna in October of 2011 as Vice President and Chief Financial Officer. Mr. Gloss has an extensive background in the global mining and manufacturing sectors with experience in managing all aspects of accounting and finance. He is an experienced and proven leader with the analytical and financial know-how to reduce costs and grow enterprises in a profitable manner. Mr. Gloss has served as Corporate Controller for Alacer Gold; VP, Chief Accounting Officer, and Corporate Controller for Intrepid Potash; and CFO, VP, Controller, and Director of Treasury for Timminco Ltd. Mr. Gloss holds an MBA in Finance and Marketing from the University of California, Los Angeles and a BS in Mathematics from Northern Arizona University. He is a CPA in the State of California.

Compensation

The following table and notes set forth all compensation earned by directors and senior management for the positions held during 2014. As such, deferred compensation and awards earned in 2014 but paid or issued subsequently are included.

Name and principal position	Fee or Salary, incl. 401k Match ($)	RSU awards ($) (1)		Option awards ($) (1)		Cash incentive plan ($) (1)	Total compensation ($)
Glen D. Dickson – Director	nil		48,131		9,095	nil		57,226
David K. Fagin – Director	nil		28,010		9,095	nil		37,105
Ronald D. Parker – Director	nil		23,178		9,095	nil		32,273
Christopher E. Herald – Director	nil		23,783		9,095	nil		32,877
Paul H. Zink – Director	nil		24,678		9,095	nil		33,773
David H. Watkins – Director & Chairman of the Board	nil		32,450		9,095	nil		41,545

Name and principal position	Fee or Salary, incl. 401k Match ($)		RSU awards ($) (1)		Option awards ($) (1)		Cash incentive plan ($) (1)		Total compensation ($)
James K. B. Hesketh – Director, President, Chief Executive Officer		304,480		33,000		33,833		1,000		372,313
Rodney D. Gloss – Vice President and Chief Financial Officer		181,780		19,500		18,190		1,000		220,470
William R. Stanley – Vice President, Exploration		193,896		20,800		18,190		1,000		233,886

(1)

Dollar amounts provided for option-based and restricted-stock-unit (RSU) awards reflect fair value on the date of grant. Option-based awards, RSU’s, and dollar amounts for annual incentives are determined as discussed in the Compensation Discussion and Analysis below.

No part of this compensation was paid pursuant to a profit sharing plan. Except for the Company’s 401(k) plan, the Company does not provide pension or retirement benefits, and no amounts have been set aside for such benefits. As for all eligible employees who elected to contribute to the Company’s Safe Harbour 401(k) plan, the Company matched up to 4 percent of the contributed compensation through December 31, 2014. Effective January 1, 2015, the Company amended its 401(k) plan to only make discretionary matching contributions.

Termination of Employment, Change in Responsibilities and Employment Contracts

The following summarizes the employment agreements (the “Employment Agreements”) of Mr. Hesketh, Mr. Gloss and Mr. Stanley (the “Executives”). The Employment Agreements will terminate annually on December 31st, unless sooner terminated in accordance with the provisions of the Employment Agreements, and may be renewed for periods of one year at a time thereafter. If Atna terminates the employment of the Executive without cause, or the Executive terminates employment for good reason (as defined in the Employment Agreements), then the Executive will be entitled to: (i) accrued compensation already earned through the date of termination, (ii) a bonus equal to the average of the bonuses paid in the last two years and pro-rated for the portion of the current year elapsed through the termination event, (iii) a severance payment equal to one year’s salary plus one month’s salary for each year of service to the Company up to a maximum of either 18 or 24 months’ salary; or if the termination by the Company without cause or by the Executive for good reason occurs upon or within ninety days after a Change of Control, as defined in the Employment Agreements, then the severance payment shall be equal to twenty four months of the Executive’s annual salary, (iv) the Executive is eligible to receive COBRA continuation coverage paid by the Company for a period of up to twelve months, and (v) subject to the terms of the Employment Agreements, all equity awards shall vest. Atna is also obligated to pay a tax gross-up payment to cover certain excise tax imposed by Section 4999 of the Code which may be incurred in connection with a severance payment. The Employment Agreements contain a covenant not to compete with the Company during the term of employment and for a period of one year following termination of employment, including recruitment of any employee away from Atna.

Salary payments related to the above Employment Agreements are based on the current salary at the time of the event. The value of equity awards vesting early due to a termination event is based on the fair value of the options and RSU’s at the time of the event. The following estimated payments would be required, assuming the conditions leading to a maximum pay-out, other than in the case of the pro-rata bonus, which assumes a mid-year event.

Executive Name and Title	Maximum Employment Contract Payments
James K.B. Hesketh, President and Chief Executive Officer	$	780,772
Rodney D. Gloss, Vice President and Chief Financial Officer	$	425,711
William R. Stanley, Vice President of Exploration	$	450,592

Board Practices

Election of Directors

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

No service contracts exist with the directors providing for benefits upon termination.

Description of Board Committees

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

Audit Committee Charter

Purpose

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

the internal controls and management information systems of the Company;

the quality and integrity of the Company’s consolidated financial statements;

the Company’s compliance with legal and regulatory requirements;

the auditor’s qualifications and independence; and

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

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

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

Audit Committee Membership

The Audit Committee must consist of at least three directors. Each member of the Audit Committee must meet the listing standards relating to independence of the TSX and all other applicable regulatory authorities. Under the Sarbanes-Oxley Act, at least one member of the Committee must be a “financial expert,” whose qualifications include financial literacy, independence and accounting or related financial expertise. The Audit Committee reports to the Board. A majority of the members of the committee constitute a quorum. The following members of the Audit Committee have been appointed by and replaced at the will of the Board.

Mr. Paul Zink (Chairman)

Mr. David Fagin

Mr. Glen Dickson

Meetings and Procedures

The Audit Committee must convene at least four times a year, and endeavors to determine that auditing procedures and controls are adequate to safeguard Company assets and to assess compliance with Company policies and legal requirements.

Responsibilities

The Audit Committee shall:

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

Annually review the management arrangements for the Company.

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

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

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

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

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

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

Have the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties. The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board, for payment of compensation to any advisers employed by the Audit committee and to the auditor employed by the Company for the purpose of rendering or issuing an audit report.

10.

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

11.

Meet separately, periodically, with management and the auditor.

12.

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

13.

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

14.

Review with the auditor:

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

(b) management’s responses to such matters.

15.

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

16.

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

17.

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

Compensation Committee Charter

Mandate

The mandate of the Compensation Committee (the "Committee") is to discharge the responsibilities of the Board relating to compensation of Atna's officers and directors, to provide general oversight of Atna's compensation structure including equity compensation plans and benefits programs and to perform the additional specific duties and responsibilities set out herein.

II.

Membership

The Compensation Committee will consist of at least two members, a majority of whom will be independent directors of Atna, and one of whom will act as chairperson. An "independent" director is a director who is independent, as determined by the Board, within the definitions prescribed for executive compensation committee members by applicable stock exchange listing standards, and applicable laws and, if and as applicable, SEC rules. Compensation Committee members will be appointed, and the Chairperson of the Compensation Committee will be selected from among them, by the Board of Directors.

Members are as follows:

Mr. Christopher Herald (Chairman)

Mr. Glen Dickson

Mr. Ronald Parker

III.

Meetings and Procedures

The Compensation Committee will meet as often as may be considered necessary or appropriate, in its judgment. The Committee may meet either in person or by telephone, and at such times and places as the Committee determines. At least two members of the Committee must be present to constitute a quorum for the transaction of Compensation Committee business. The Chairperson will preside over the meetings, but will have no greater voting rights or decision-making authority than the other member(s) of the Compensation Committee. The Compensation Committee will report regularly to the full Board with respect to its activities. As a matter of practice, the Compensation Committee will discuss significant matters, as determined by the Committee, with the full Board prior to taking final action on such matters. All recommendations of the Compensation Committee with respect to the awarding of compensation to the executive (senior) officers of the Company will be submitted to the full Board for approval before implementation.

IV.

Outside Advisers

The Compensation Committee will have the authority, acting reasonably, to retain, at the Company's expense, such outside consultants, legal counsel, and other advisors as it determines is appropriate to assist it in the full performance of its functions, including the authority to approve such advisors' fees and other engagement terms. The Compensation Committee will notify the Board prior to retaining any outside consultant, legal counsel, or advisor.

Duties and Responsibilities

(a) Human Resources and Compensation Strategies. The Compensation Committee will oversee and evaluate Atna's overall human resources and compensation structure, policies and programs, with the objective of ensuring that these establish appropriate incentives and leadership development for management and other employees.

(b) Executive Compensation. The Compensation Committee will review and approve corporate goals and objectives relevant to the compensation of the President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and the other executive officers of Atna, evaluate the performance of the President, CEO, CFO, COO and the other executive officers in light of those goals and objectives and approve their annual compensation levels, including salaries, bonuses, and stock option grants based on such evaluation.

(c) Employment Agreements. The Compensation Committee will review and approve all employment related agreements and severance arrangements for the President, CEO, CFO, COO, and other executive officers, including, without limitation, change-of-control agreements.

(d) External Reporting of Compensation Matters. The Compensation Committee will prepare an annual report on executive officer compensation for publication in Atna's proxy circulars, as required by the securities regulatory authorities having jurisdiction over the Company. The Chairperson of the Compensation Committee will make him or herself available for questions from shareholders of the Company at the Company's Annual General Meeting.

(e) Stock Option, Restricted Share Unit, and Incentive Compensation Plans. The Compensation Committee will supervise and administer Atna's stock option, restricted stock unit, or any other equity-based compensation programs, and the incentive compensation plan, and may approve, amend, modify, interpret, ratify the terms of, or terminate any such plan, to the extent that such plans and applicable laws so permit, and will make recommendations to the Board with respect to equity-based plans and incentive-compensation plans as appropriate.

(f) Employee Benefit Plans. The Compensation Committee will monitor the effectiveness of benefit plan offerings, in particular benefit plan offerings pertaining to executive officers, and will review and approve any new employee benefit plan or change to an existing plan that creates a material financial commitment by Atna. In its discretion, the Compensation Committee may otherwise approve, amend, modify, ratify, interpret the terms of, or terminate any benefit plan.

(g) Leadership Development and Succession Planning. The Compensation Committee will review the leadership development and succession planning processes for senior management positions and ensure that appropriate compensation, incentive and other programs are in place in order to promote appropriate leadership development.

(h) Director Compensation. The Compensation Committee will annually review the compensation of directors for service on the Board and its committees and recommend to the Board the annual board member compensation package, including retainer, committee member and chair retainers, Board and committee meeting attendance fees and any other form of compensation, such as stock option grants or stock awards.

(i) Annual Evaluation. The Compensation Committee will annually evaluate the performance of the Compensation Committee and the adequacy of the Compensation Committee's charter and recommend to the Board such changes as it deems appropriate.

(j) General. The Compensation Committee will perform such other duties and responsibilities as are consistent with the purpose of the Compensation Committee and as the Board or the Compensation Committee deems appropriate.

VI.

Delegation

The Compensation Committee may delegate any of the foregoing duties and responsibilities to one or more members of the Compensation Committee. In addition, the Compensation Committee may delegate to one or more executive officers of the Company the administration of equity incentive or employee benefit plans, unless otherwise prohibited by such plans, or applicable law or stock exchange rules. Any such delegation may be revoked by the Compensation Committee at any time.

Employees

As of December 31, 2014, the Company had approximately 116 full- and part-time employees, having decreased from approximately 143 employees at December 31, 2013. The following table provides information on the activity and geographical location of the Company’s employees and contractors.

Activity	Geographical Location	Number of Employees at December 31, 2014		Number of Contractors at December 31, 2014
Corporate headquarters	Colorado USA		8		3
Briggs Mine	California USA		102		1
Pinson Property	Nevada USA		3		5
Kendall Mine in Reclamation	Montana USA		3		-

Share Ownership

The following table sets forth the share ownership of those persons listed in subsection 6B above and includes details of all options to purchase common shares of the Company held by such persons at March 14, 2014.

Name	# of Common Shares Held ⁽³⁾		Number of Stock Options			Exercise Price Canadian $		Expiry Date
Glen D. Dickson		323,142		120,000	⁽¹⁾		0.60	Dec 13/2015
				150,000	⁽¹⁾		0.90	Dec 13/2015
				130,000	⁽¹⁾		1.13	Dec 11/2016
				207,200	⁽²⁾		0.105	Dec 12/2018
				250,000	⁽²⁾		0.0675	Dec 9/2019
David K. Fagin		721,369		120,000	⁽¹⁾		0.60	Dec 13/2015
				150,000	⁽¹⁾		0.90	Dec 13/2015
				130,000	⁽¹⁾		1.13	Dec 11/2016
				207,200	⁽²⁾		0.105	Dec 12/2018
				250,000	⁽²⁾		0.0675	Dec 9/2019
Ronald D. Parker		504,157		120,000	⁽¹⁾		0.60	Dec 13/2015
				150,000	⁽¹⁾		0.90	Dec 13/2015
				130,000	⁽¹⁾		1.13	Dec 11/2016
				207,200	⁽²⁾		0.105	Dec 12/2018
				250,000	⁽²⁾		0.0675	Dec 9/2019
Christopher E. Herald		548,941		120,000	⁽¹⁾		0.60	Dec 13/2015
				150,000	⁽¹⁾		0.90	Dec 13/2015
				130,000	⁽¹⁾		1.13	Dec 11/2016
				207,200	⁽²⁾		0.105	Dec 12/2018
				250,000	⁽²⁾		0.0675	Dec 9/2019
Paul H. Zink		541,749		100,000	(1)		0.54	Apr 05/2016
				150,000	(1)		0.90	Dec 13/2015
				130,000	(1)		1.13	Dec 11/2016
				207,200	(2)		0.105	Dec 12/2018
				250,000	(2)		0.0675	Dec 9/2019
David H. Watkins		1,591,125		120,000	(1)		0.60	Dec 13/2015
				150,000	(1)		0.90	Dec 13/2015
				130,000	(1)		1.13	Dec 11/2016
				207,200	(2)		0.105	Dec 12/2018
				250,000	(2)		0.0675	Dec 9/2019
James K. B. Hesketh		1,050,712		400,000	(1)		0.60	Dec 13/2015
				500,000	(1)		0.90	Dec 13/2015
				500,000	(1)		1.13	Dec 11/2016
				796,900	(2)		0.203	Jan 11/2019
				930,000	(2)		0.0675	Dec 9/2019
Rodney D. Gloss		419,811		200,000	(1)		0.75	Oct 03/2016
				75,000	(1)		0.90	Dec 13/2015
				250,000	(1)		1.13	Dec 11/2016
				398,400	(2)		0.105	Dec 12/2018
				500,000	(2)		0.0675	Dec 9/2019
William R. Stanley		719,282		200,000	(1)		0.60	Dec 13/2015
				300,000	(1)		0.90	Dec 13/2015
				250,000	(1)		1.13	Dec 11/2016
				398,400	(2)		0.105	Dec 12/2018
				500,000	(2)		0.0675	Dec 9/2019

(1)

This option grant is fully vested.

(2)

These option grants vest 1/3 on the grant date and 1/3 each year over the next two anniversary dates.

(3)

At March 13, 2015, persons listed in item 6B above independently owned less than two percent of the Company’s shares outstanding and collectively own approximately 3.1 percent of the shares outstanding.

Incentive Stock Option Plan

In 2007, the Company adopted an incentive stock option plan pursuant to the policies of the TSX with the approval of the Company’s shareholders, which plan was amended in 2008, 2009 and 2013 (as amended the “Option Plan”). A copy of the Option Plan is available upon request from the Corporate Secretary of the Company, 14142 Denver West Parkway - Suite 250, Golden, Colorado, 80401. Key provisions of the Option Plan include:

persons who are eligible to receive options pursuant to the Option Plan are directors, officers and employees of the Company and its subsidiaries and others providing management or consulting services to the Company or an entity controlled by the Company;

a restriction that the maximum number of common shares issuable pursuant to options granted under the Option Plan will be a number equal to 10 percent of the issued and outstanding common shares on a non-diluted basis at any time, less the aggregate total number of shares that are subject to issuance under outstanding rights that have been granted by the Company under any other share compensation arrangement, including outstanding restricted share units issued by the Company under its Restricted Share Unit Plan (as discussed below);

unless permitted by regulatory approval and, if required by applicable law, shareholder approval is obtained: (i) the aggregate number of shares which may be issuable to insiders of the Company pursuant to options granted under the Option Plan and under any other share compensation arrangement shall not exceed 10% of the total number of issued and outstanding shares at the date of grant on a non-diluted basis; (ii) the aggregate number of shares which may be issued to insiders pursuant to options granted under the Option Plan and under any other share compensation arrangement;

within any one-year period, shall not exceed 10% of the total number of issued and outstanding shares at the end of such period on a non-diluted basis; and (iii) the aggregate number of shares which may be reserved for issuance, from time to time, to any one service provider under the Option Plan and under any other share compensation arrangement may not exceed 5% of the total number of issued and outstanding shares at the date of grant on a non-diluted basis;

the option price per common share is to be determined by the Board provided that such exercise price is not less than the market price on the date of grant of such options or such other minimum price as may be required by the TSX and the options may be priced in Canadian or U.S. Dollars as determined by the Board at the time the option is granted;

the market price is defined as the average of the daily high and low board lot trading prices of the common shares of the Company for three trading days immediately preceding the time the option is granted;

the vesting period of all options are determined by the Board;

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

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

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

options held by an individual who ceases to be employed by the Company due to death, disability or retirement in accordance with the Company’s retirement policy will terminate on the earlier of: (a) 365 days after the date of death, disability or retirement; and (b) the original expiry term of such options;

options which expire unexercised or are otherwise cancelled will be returned to the Option Plan and may be made available for future option grant pursuant to the provisions of the Option Plan or may be made subject to issuance under a right granted pursuant to any other share compensation arrangement;

optionees may, rather than exercise their options, elect to terminate such option, in whole or in part, and receive the number of common shares, which have a value equivalent to the number of options terminated multiplied by the difference between the fair value of a common share and the option price of the options terminated;

the Board may, without shareholder approval, from time to time, subject to applicable law and the prior approval, if required, of the TSX or any other applicable regulatory body having authority over the Company, the Option Plan or the shareholders of the Company: (i) suspend, terminate, or discontinue the Option Plan, and (ii) amend or revise the terms of the Option Plan or any option granted under the Option Plan and the Option Agreement relating thereto at any time without the consent of the optionee, provided that such amendment does not adversely alter or impair the option previously granted (except as permitted under the adjustment provisions of the Option Plan), including amendments of a typographical, grammatical, clerical or administrative nature, to the vesting provisions of the Option Plan or any option, to change the termination provisions of any option that does not entail an extension beyond the original expiration date of the option and to change the eligible participants under the Option Plan;

the Board, absent prior approval of the shareholders of the Company and of the TSX or any other regulatory body having authority over the Company, will not be entitled to (i) increase the maximum percentage of shares issuable by the Company pursuant to the Option Plan; (ii) amend an option grant for an option held by an insider of the Company to effectively reduce the exercise price, or to extend the expiry date; (iii) extend the Blackout Expiration Term as provided in the Option Plan; (iv) make a change to the class of eligible participants which would have the potential of broadening or increasing participation by insiders of the Company; (v) add any form of financial assistance; or (vi) add a deferred or restricted share unit or any other provision which results in an eligible participant receiving shares while no cash consideration is received by the Company. Notwithstanding any provision in the Option Plan to the contrary, any revision to the terms of an option granted to a U.S. Participant (as defined in the Option Plan) shall be made only if it complies with, and does not create adverse tax consequences under, Sections 424 and/or 409A of the Code (as defined in the Option Plan), as applicable; and

options issued to eligible U.S. Participants (as defined in the Option Plan) may qualify as an “incentive stock option” pursuant to Section 422 of the Code.

The rules of the TSX provide that a listed issuer having in place an evergreen plan such as the Option Plan must obtain shareholder approval within three years after the institution of the plan and every three years thereafter in order to continue to grant awards under it. The Company’s shareholders last approved the renewal of the Option Plan on May 7, 2013.

During the financial year ended December 31, 2013, the Company amended the Option Plan in order to accommodate the introduction of the Restricted Share Unit Plan as a new component of the Company’s equity-based incentive program. The amendments did not represent a substantive change to the Company’s existing Option Plan. Rather, they were required merely to align certain terms and definitions of the Option Plan with the Company’s newly adopted Restricted Share Unit Plan, as the existing Option Plan was prepared prior to the institution of the RSU Plan. The key amendments (the “Amendments”), which were approved by the shareholders of the Company at the Annual General Meeting held on May 7, 2013, were as follows:

to add the definitions of “Applicable Law”, “RSU Plan” and “Share Compensation Arrangement” under section 2.1 of the Option Plan;

to amend section 3.3 of the Option Plan to provide that:

(a)

the maximum number of common shares of the Company that may be issuable pursuant to options granted under the Option Plan, which options are outstanding but unexercised and whether or not they are vested, shall be a number equal to 10% of the number of issued and outstanding common shares of the Company on a non-diluted basis at any time, less the aggregate total number of common shares of the Company that are, from time to time, subject to issuance under outstanding rights that have been granted by the Company under any other share compensation arrangement, including outstanding restricted share units issued by the Company under its Restricted Share Unit Plan; and

(b)

unless permitted by regulatory approval and, if required by applicable law, shareholder approval is obtained:

(i)

the aggregate number of common shares of the Company which may be issuable to insiders pursuant to options granted under the Option Plan and under any other share compensation arrangement shall not exceed 10% of the total number of issued and outstanding common shares of the Company at the date of grant of the option on a non-diluted basis;

(ii)

the aggregate number of common shares of the Company which may be issued to insiders pursuant to options granted under the Option Plan and under any other share compensation arrangement, within any one-year period, shall not exceed 10% of the total number of issued and outstanding common shares of the Company at the end of such period on a non-diluted basis; and

(iii)

the aggregate number of common shares of the Company which may be reserved for issuance, from time to time to any one service provider under the Option Plan and under any other share compensation arrangement may not exceed 5.0% of the total number of issued and outstanding common shares of the Company at the date of grant of the option on a non-diluted basis;

to amend section 4.9 of the Option Plan to provide that any unissued option shares not acquired by an optionee under an option, which have expired or have been cancelled, may be made the subject of a further option grant pursuant to the provisions of the Option Plan or may be made subject to issuance under a right granted pursuant to any other share compensation arrangement; and

to amend section 6.3(a) of the Option Plan to provide that notwithstanding any other provision of the Option Plan to the contrary, the aggregate number of common shares of the Company available for options granted to citizens of the United States is 6,000,000 subject to: (i) the limitations set out in section 3.3 of the Option Plan, (ii) adjustment pursuant to section 5 of the Option Plan; and (iii) the provisions of sections 422 and 424 of the U.S. Internal Revenue Code of 1986, as amended.

Restricted Share Unit Plan

Effective May 7, 2013, the Company adopted a restricted share unit plan (the “RSU Plan”), pursuant to which the Board may grant restricted share units (the “RSUs”) to eligible participants. The RSUs are substantially like “phantom” shares, the implied value of which will rise and fall in value based on the underlying market value of the Company’s common shares and are redeemable for common shares on the vesting dates determined by the Board when the RSUs are granted. The key features of the RSU Plan are as follows:

the eligible participants are directors, officers, employees and consultants of the Company;

the maximum number of common shares of the Company which may be made subject to issuance under RSUs granted under the RSU Plan shall be a number equal to 10% of the number of issued and outstanding common shares of the Company on a non-diluted basis at any time, less the aggregate total number of common shares of the Company that are, from time to time, subject to issuance under outstanding rights that have been granted by the Company under any other share compensation arrangement, including outstanding stock options issued by the Company under its Option Plan;

unless permitted by regulatory approval and, if required by applicable law, shareholder approval is obtained: (i) the aggregate number of common shares of the Company that may be made subject to issuance to insiders pursuant to RSUs granted under the RSU Plan and under any other share compensation arrangement may not exceed 10% of the total number of common shares of the Company outstanding at the date of grant of the RSU (on a non-diluted basis); (ii) the aggregate number of common shares of the Company that may be issued to insiders pursuant to RSUs granted under the RSU Plan and under any other share compensation arrangement, within any one year period, may not exceed 10% of the total number of common shares of the Company outstanding at the end of such period (on a non-diluted basis); and (iii) the aggregate number of common shares of the Company which may be reserved for issuance, from time to time, to any one person or company under the RSU Plan and under any other share compensation arrangement may not exceed 5% of the total number of common shares of the Company outstanding at the date of grant of the RSU (on a non-diluted basis);

RSUs shall consist of a grant of units, each of which represents the right of the participant to receive one common share of the Company;

the Board has the discretion to determine the vesting date for each RSU or any other vesting requirements;

unless otherwise determined by the Board, in its sole discretion, or specified in the applicable RSU agreement:

(a)

upon the voluntary resignation or the termination for cause of a participant, all of the participant’s RSUs which remain unvested shall be forfeited without any entitlement to such participant. If the participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given to it in the applicable participant’s employment or consulting agreement;

(b)

upon the termination without cause or death of a participant, the participant or the participant’s beneficiary, as the case may be, shall have a number of RSUs become vested in a linear manner equal to the sum for each grant of RSUs of the original number of RSUs granted multiplied by the number of completed months of employment since the date of grant divided by the number of months required to achieve the full vesting of such grant of RSUs reduced by the actual number of RSUs that have previously become vested.

the assignment or transfer of RSUs, or any other benefits under the RSU Plan, are not permitted;

the Board has the right, in its absolute discretion, subject to any necessary regulatory approvals, to at any time amend, suspend, terminate or discontinue the RSU Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the RSU Plan will, without the written consent of all holders of outstanding RSUs, impair the rights and entitlements of any such holder pursuant to then-outstanding RSUs unless such amendment is the result of a change in the rules and policies of the TSX or the US Market (as defined in the RSU Plan), all without shareholder approval or participant approval, except that this discretionary authority will not extend to the directors the authority to increase the Plan Limit (as defined in the RSU Plan) without shareholder approval, excluding, where required by the policies of the TSX or the US Market, the votes attaching to shares held by persons eligible to be participants under the RSU Plan. If the RSU Plan is terminated, the provisions of the RSU Plan and any administrative guidelines, and other rules and regulations adopted by the Board and in force at the time of the RSU Plan shall continue in effect during such time as an RSU or any rights pursuant thereto remain outstanding;

subject to regulatory approval, the Board may, without shareholder or participant approval, amend or modify in any manner an outstanding RSU to the extent that the Board would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which an RSU vests, except that no amendment will, without the written consent of all affected participants, alter or impair any RSU previously granted under the RSU Plan unless as a result of a change in applicable law or the Company’s status or classification thereunder; and

upon the occurrence of a Change of Control (as defined in the RSU Plan), all outstanding RSUs at that time shall automatically and irrevocably vest in full.

The RSU Plan is intended to complement the Option Plan and to create, through combinations of these equity-based incentive programs, alignment of the interests of management and employees of the Company to those of its shareholders. The recommendation to implement a RSU Plan was taken by the Board after an analysis of various alternative equity-based plans, and the recommendation was approved by a majority of the shareholders of the Company on May 7, 2013. Of the potential equity-based plans considered, a combination of the current Option Plan together with a RSU Plan was considered to provide the best balance between alignment with shareholder interests, protection against downside risk, share price volatility protection and employee retention.

Maximum Shares Available

The maximum number of common shares of Atna that may be issuable under the Option Plan and the RSU Plan (together “the Equity Incentive Plans”) is a number equal to 10 percent of the number of issued and outstanding common shares of Atna on a non-diluted basis at any time, less the aggregate total number of common shares of the Company that are, from time to time, subject to issuance under outstanding rights that have been granted by the Company under any other share compensation arrangement, including outstanding stock options issued by the Company under its Option Plan and outstanding RSUs issued by the Company under its RSU Plan. As of March 13, 2015, the maximum number of common shares issuable under the Equity Incentive Plans was 20,840,473. As of March 13, 2015, approximately 13,696,773 common shares were issuable upon the exercise of outstanding options and 130,143 shares were issuable upon the vesting of outstanding RSUs issued under the Equity Incentive Plans leaving 7,013,557 common shares reserved for future issuance.

Maximum Shares Available to Insiders

To ensure that insiders of Atna have the opportunity to vote on certain approvals listed in Section 613(a) of the TSX Company Manual, the Equity Incentive Plans restrict the maximum number of common shares of Atna that are issued under these plans, or that may be issuable, to insiders (as defined under applicable securities law). Under the Equity Incentive Plans, unless permitted by regulatory approval and, if required by applicable law, shareholder approval is obtained: (i) the aggregate number of common shares of the Company which may be issuable to insiders of Atna pursuant to options granted under the Option Plan or RSUs granted under the RSU Plan, and under any other share compensation arrangement, shall not exceed 10% of the total number of issued and outstanding common shares of Atna at the date of grant of the option or the RSU on a non-diluted basis; and (ii) the aggregate number of common shares of Atna which may be issued to insiders of Atna pursuant to options granted under the Option Plan or RSUs granted under the RSU Plan, and under any other share compensation arrangement, within any one-year period, shall not exceed 10% of the total number of issued and outstanding common shares of Atna at the end of such period on a non-diluted basis.

Share Appreciation Rights

The Option Plan includes the concept of share appreciation rights. Pursuant to the terms of the Option Plan, an optionee may, rather than exercise any option which such optionee is entitled to exercise under the Option Plan, elect to terminate such option, in whole or in part, and elect either: (i) to receive the number of common shares calculated pursuant to the difference between the fair value of a common share and the exercise price of the option so terminated; or (ii) with the consent of the Company, to receive a cash payment equal to the product of the number of option shares to which the option so terminated relates multiplied by the difference between the fair value of a common share and the exercise price of the option so terminated.

Exchange Controls

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

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

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

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

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

(a)

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

(b)

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

(c)

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

Quantitative and Qualitative Disclosures of Market Risk

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

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

Based upon the Company’s review of current public filings and to the Company’s knowledge, as of March 13, 2015, the following shareholder beneficially owned, directly or indirectly, or exercised control or direction over more than five percent (a US threshold) of the voting rights of the Company.

Name		Number of Shares				Percentage of Shares Outstanding
Sprott Inc.			35,844,748				17.2	%

On September 19, 2013, Sprott Inc. acquired 33,400,000 common shares in a private placement at C$0.16 per share. On January 12, 2015, Sprott Inc. reported owing 35,844,748 common shares of the Company, representing 17.2 percent of the current shares outstanding.

On August 22, 2014, Waterton Precious Metals Fund II Cayman, LP (Waterton) acquired in a private placement 15,380,000 Units at C$0.13 per Unit; each Unit consisting of one common share and one warrant exercisable at C$0.18 per share for up to three years. In November 2014, 9,453,991 of these warrants were cancelled, leaving a balance outstanding of 5,926,009 warrants. Under the terms of the Waterton Loan, entered on January 31, 2014, the Company issued 10,000,000 common-share purchase-warrants to Waterton with an exercise price of C$0.25 per common share for a three year term. All of these latter warrants were cancelled in November of 2014.

In February 2012, Sheldon Inwentash filed a report indicating that he, together with his associates, held 11,565,000 common shares of the Company, representing 5.5 percent of the current outstanding common shares. Sheldon Inwentash and his associates acquired the common shares of the Company in the public market.

These named shareholders did not possess voting rights different from those of other Company shareholders.

To the knowledge of the Company and based on current public filings as well as information provided by the Company’s transfer agent, the table below is the distribution of the shareholders of the Company at December 31, 2014.

Country	Total Holders		Holders percent		Total Holdings		Holdings percent
Canada		2,754		34.69		83,338,372		40.19
USA		5,086		64.07		70,204,132		33.86
Other Countries		98		1.23		53,804,858		25.95

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

Related Party Transactions

During 2014 and 2013, and through the date of this report, the Company had no related party transactions.

Indebtedness to Company of Directors, Executive Officers and Senior Officers

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

Interests of Experts and Counsel

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

EKS&H LLLP, auditors of the Company, has advised the Company that it is independent within the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia, within the meaning of applicable securities laws of Canada, and within the rules of the PCAOB and SEC. No director, officer, employee, or partner, as applicable, of EKS&H LLLP is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ITEM 8.

FINANCIAL INFORMATION

Consolidated Financial Statements and Other Financial Information

Attached hereto as Exhibit 15.1 (i) to (vi) are the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2014, 2013 and 2012. The consolidated financial statements are accompanied by auditors' reports and related notes. See “Item 18. Financial Statements”.

Legal Proceedings

As of March 13, 2015, there are no legal or arbitration proceedings, which may have, or have had in the recent past, significant effects on the Company’s financial position or profitability.

Dividend Distributions

The Company is permitted to pay dividends under its governing documents. The Company has no current plans to pay any dividends. Dividends are also currently restricted under the terms of the Waterton Loan.

Significant Changes

Changes in Accounting Policies

International Financial Reporting Standards:

The 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”). IFRS has been consistently applied and all periods shown in the 2014 consolidated financial statements are comparable.

Recent Accounting Pronouncements

Following are the recently issued accounting standards relevant to our Company and business that may impact the Company in the future. IFRS 15 – Revenue from Contracts with Customers – On May 28, 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. This Standard outlines a single comprehensive model for entities to use in accounting for revenue from contracts with customers. It supersedes current revenue recognition guidance including IAS 18 Revenue, IAS 11 Construction Contracts and the related interpretations. The key principle of this Standard is that an entity will recognize revenue when it transfers promised goods or services to customers for an amount that reflects its expected consideration. The Standard introduces far more prescriptive and detailed implementation guidance than was included in IAS 18, IAS 11 and the related interpretations. The effective date for the Standard is for reporting periods beginning on or after 1 January 2017, with earlier adoption permitted. The Company is currently assessing the impact, if any, of the new Standard.

ITEM 9.

THE OFFER AND LISTING

Offer and Listing Details

The high and low market prices in Canadian Dollars for the Company’s common stock on the TSX:ATN, expressed in Canadian dollars and on the OTCQB:ATNAF, in U. S. Dollars, are set forth below.

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

	TSX				OTCQB
	High - $		Low - $		High - $		Low - $

2010		0.770		0.430		0.75		0.40
2011		1.020		0.520		1.00		0.53
2012		1.540		0.760		1.58		0.75
2013		1.290		0.090		1.32		0.09
2014		0.24		0.060		0.22		0.05

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

	TSX				OTCQB
	High - $		Low - $		High - $		Low - $
Fiscal 2013
First Quarter, ended 03/31/13		1.290		0.800		1.32		0.78
Second Quarter, ended 06/30/13		0.830		0.095		0.82		0.10
Third Quarter, ended 09/30/13		0.235		0.105		0.23		0.10
Fourth Quarter, ended 12/31/13		0.160		0.090		0.16		0.09

Fiscal 2014
First Quarter, ended 03/31/14		0.240		0.095		0.22		0.08
Second Quarter, ended 06/30/14		0.150		0.090		0.14		0.08
Third Quarter, ended 09/30/14		0.165		0.095		0.14		0.09
Fourth Quarter, ended 12/31/14		0.105		0.060		0.10		0.05

Fiscal 2015
Period ended 03/13/15		0.120		0.065		0.10		0.06

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

	TSX				OTCQB
	High - $		Low - $		High - $		Low - $
March 1-13, 2014		0.110		0.095		0.09		0.08
February-15		0.120		0.090		0.10		0.07
January-15		0.110		0.065		0.09		0.06
December-14		0.075		0.060		0.07		0.05
November-14		0.080		0.065		0.08		0.06
October-14		0.105		0.075		0.10		0.07
September-14		0.125		0.095		0.12		0.09

Plan of Distribution

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

Markets

The Company’s common shares have been listed and traded in Canada on the TSX under the symbol “ATN” since March 14, 1996. The Company is also traded on the OTCQB Marketplace in the U.S. under the symbol “ATNAF”.

Selling Shareholders

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

Dilution

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

Expenses of the Issue

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

ITEM 10.

ADDITIONAL INFORMATION

Share Capital

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

Memorandum and Articles of Association

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

Material Contracts

During the two years preceding this report, the following are considered to be material contracts: 1) the Waterton Loan of January 2014, 2) the private placement of Units, stock and warrants, with Waterton in August 2014, and 3) the share purchase agreement of November 2014 to sell Reward and Clover to Waterton Nevada Splitter, LLC.

On January 31, 2014, the Company entered into the Waterton Loan, a $22.0 million credit facility agreement under terms previously described. (See descriptions of the Waterton Loan in “Item 5, B. Liquidity and Capital Resources, Debt” and Exhibits to this 20-F.)

On August 22, 2014, Waterton acquired in a private placement 15,380,000 Units at C$0.13 per Unit; each Unit consisting of one common share and one warrant exercisable at C$0.18 per share for up to three years.

In November of 2014, Reward and Clover, held by Atna Resources Inc., were sold for $10.0 million to Waterton Nevada Splitter, LLC, pursuant to a share purchase agreement dated November 14, 2014. (Also see “Item 4. Information on the Company, B. Business Overview” and Exhibits to this 20-F.)

Exchange Controls

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

Taxation

U.S. Federal Income Tax Consequences

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

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

Scope of this Summary

Authorities

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

U.S. Holders

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

Non-U.S. Holders

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

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

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

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

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

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

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

Distributions on Common Shares

General Taxation of Distributions

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

Reduced Tax Rates for Certain Dividends

For taxable years beginning after December 31, 2002 and before January 1, 2014, a dividend paid by the Company generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) the Company is a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Common Shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date.”

The Company generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if: (a) the Company is incorporated in a possession of the U.S., (b) the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or (c) the Common Shares are readily tradable on an established securities market in the U.S. However, even if the Company satisfies one or more of such requirements, the Company will not be treated as a QFC if the Company is a “passive foreign investment company” (as defined below) for the taxable year during which the Company pays a dividend or for the preceding taxable year.

As discussed below, the Company reasonably believes that it was not a “passive foreign investment company” for the taxable years ended December 31, 2008 through December 31, 2014. (See more detailed discussion at “Additional Rules that May Apply to U.S. Holders—Passive Foreign Investment Company” below).

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

Distributions Paid in Foreign Currency

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

Dividends Received Deduction

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

Disposition of Common Shares

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

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

Foreign Tax Credit

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

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

Information Reporting; Backup Withholding Tax

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

Additional Rules that May Apply to U.S. Holders

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

Controlled Foreign Corporation

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

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

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

Passive Foreign Investment Company

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

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

Based on currently available information, the Company reasonably believes that it was not a “passive foreign investment company” for the taxable years ended December 31, 2008 through December 31, 2014.

The determination of whether the Company was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether the Company will be a PFIC for each subsequent taxable year depends on the assets and income of the Company over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Annual Report. Accordingly, there can be no assurance that the IRS will not challenge the determination made by the Company concerning its PFIC status.

Default PFIC Rules Under Section 1291 of the Code

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

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

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

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

QEF Election

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

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

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

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

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

Mark-to-Market Election

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

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

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

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

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

Other PFIC Rules

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

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

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

Additional Tax on Passive Income

For tax years beginning after December 31, 2012, certain individuals, estates and trusts whose income exceeds certain thresholds have been required to a pay 3.8 percent Medicare surtax on “net investment income” including, among other things, dividends and get gain from disposition of property (other than property held in a trade or business). U.S. Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of common shares.

Dividends and Paying Agents

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

Statement by Experts

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

Documents on Display

Documents referred to in this Annual Report may be inspected during normal business hours at the head office of the Company at Suite 250, 14142 Denver West Parkway, Golden, Colorado 80401 or the Company's Canadian legal counsel’s office located at 1800 - 510 West Georgia Street, Vancouver, BC Canada V6B 0M3.

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

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

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

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative Information about Market Risk

Derivatives:

Other than the embedded forward sales contracts within the 2009 Gold Bonds, which were retired in December of 2013, , derivatives have not been utilized to any material extent. The Company may enter into derivative contracts (hedges) to manage related risks. 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. Entering into and managing gold hedges has been limited in the aggregate by counter-party credit agreements stipulating margin lines of $500,000 to $600,000. It is the Company’s policy that no trading in derivatives for speculative purposes shall be undertaken.

Qualitative Information about Market Risks

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. 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.

Gold price risk: The Company’s primary product is gold. The value of the Company’s inventory and long-lived 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 2014, 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 $4.1 million, respectively. For 2013, 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 $4.5 million, respectively.

The Company may enter into gold derivative contracts (hedges) to mitigate the impacts of changes in gold prices on its operations. Please see “Derivatives” section just-above. 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.

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. 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.

Under the terms of the Waterton Loan, certain assets owned by Atna in Canyon Resources Corp. (CRC) and assets owned by CRC in CR Briggs Corporation, CR Montana Corporation, and Atna Resources Inc. are pledged as security. Covenants restrict equipment financings to $12 million and require Waterton’s consent for material asset sales. The Agreement precludes additional borrowings and guarantees of debt, except for Permitted Debt and Liens, and allows early prepayments without incurrence of a prepayment penalty.

The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments as of the dates indicated. In 2013, the debt refinancing subsequent to year-end has been reclassified to the later appropriate columns. The amounts shown are based on payment obligations and exclude unamortized discounts with which these amounts are combined on the balance sheets.

			Payments due by Period as of December 31, 2014
			Less than		Between 3 months						More than
	Total		3 months		and 1 year		1-3 years		3-5 years		5-years
Trade and other payables	$	5,298,000	$	4,736,900	$	561,100	$	-	$	-	$	-
Finance lease obligations		3,162,900	$	388,300	$	1,296,800	$	1,477,800	$	-	$	-
Long term debt obligations		21,483,600	$	509,900	$	1,320,600	$	19,653,100	$	-	$	-

Total	$	29,944,500	$	5,635,100	$	3,178,500	$	21,130,900	$	-	$	-

			Payments due by Period as of December 31, 2013
			Less than		Between 3 months						More than
	Total		3 months		and 1 year		1-3 years		3-5 years		5-years
Trade and other payables	$	7,196,300	$	6,745,100	$	451,200	$	-	$	-	$	-
Finance lease obligations		5,842,800	$	537,400	$	1,598,700	$	3,706,700	$	-	$	-
Long term debt obligations		19,006,900	$	100,500	$	1,048,200	$	17,858,200	$	-	$	-

Total	$	32,046,000	$	7,383,000	$	3,098,100	$	21,564,900	$	-	$	-

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 35 percent at December 31, 2014 and 32 percent at December 31, 2013. 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$17.5 million was denominated in Canadian dollars as of December 31, 2013. When this debt was refinanced on January 31, 2014, the exchange rate was 1.1178 CAD/USD and the value in USD was $15.7 million. Otherwise, the Company’s assets, liabilities, revenues and costs are primarily denominated in USD, and not significantly impacted by foreign exchange risks.

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.

Pinson Underground sells ore and/or doré and generates trade receivables that give rise to credit risk. Pinson has contracts to sell oxide and sulfide ore to Newmont USA Limited, a subsidiary of Newmont Mining Corp., with 90 percent of the sales-price being payable within 10 days and the 10 percent balance being due within a month. Pinson has a life-of-mine contract to place, at its option, sulfide ore with a separate third-party processor, Barrick Goldstrike Mines, Inc., a subsidiary of Barrick Gold Corporation, who will also buy the resultant doré under agreed upon terms.

Hedges, including forward sales of gold, expose the Company to a credit risk from non-performance by the counterparties under the contract. To date, the Company has undertaken little credit risk with counterparties for hedges, however this risk may increase in the future to the extent more hedging is undertaken or prices of the underlying commodities vary more dramatically during the term of the hedges. By agreement with Waterton, the Company will not enter into hedges exposing it to more than a cumulative $1.0 million credit risk.

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, 2014 and December 31, 2013 were nil and $56,400, 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. There is a quantitative risk that the interest rate will increase upon refinancing of debt obligations in the future as market rates increase or the Company’s credit position deteriorates. 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.

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

Another form of regulatory risk is the potential change in income, severance, or other tax rates and laws that could reduce future profitability, impair deferred tax assets, or give rise to impairment of long-term assets.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Debt Securities

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

Warrants and Rights

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

Other Securities

Not applicable.

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

At the Annual General & Special Meeting of the Company held on June 5, 2012, the shareholders approved a shareholders rights plan.

ITEM 15.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our chief executive officer and chief financial officer to allow timely decisions regarding required disclosure. Management, including our chief executive officer and our chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the U.S. Securities Exchange Act of 1934 under Rule 13a-15(e)) has concluded that our disclosure controls and procedures were effective as of December 31, 2014.

Management’s Annual Report on Internal Control Over Financial Reporting

Management, including the chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with appropriate authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.

Management assessed the effectiveness of internal control over financial reporting as of December 31, 2014. In conducting its assessment of internal control over financial reporting, management based its evaluation on the framework in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in May of 2013. Based on that assessment, management has concluded that internal control over financial reporting was effective as of December 31, 2014.

As the capitalization of the Company as of June 30, 2014 did not meet the threshold required pursuant to rules of the SEC, this Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

There were no significant changes in internal control over financial reporting that occurred during 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

No system of internal control over financial reporting, including one determined to be effective, may prevent or detect all misstatements. It can provide only reasonable assurance regarding financial statement preparation and presentation. Also, projections of the results of any evaluation of the effectiveness of internal control over financial reporting into future periods are subject to inherent risk. The relevant controls may become inadequate due to changes in circumstances or the degree of compliance with the underlying policies or procedures may deteriorate.

ITEM 16.

RESERVED

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

The Board has determined that it has at least two audit committee financial experts (as such term is defined in the rules and regulations of the SEC) serving on its Audit Committee. Mr. David Fagin and Mr. Paul Zink have been determined to be such audit committee financial experts and are independent as defined in National Instrument 58-101, meaning that, they have no direct or indirect relationship with the issuer which could, in the view of the Board, reasonably be expected to interfere with the exercise of their independent judgment, and are not otherwise deemed not to be independent. The SEC has indicated that the designation of an audit committee financial expert does not make Mr. Fagin or Mr. Zink an “expert” for any purpose, impose on them any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board.

ITEM 16B.

CODE OF ETHICS

The Company has adopted the following code of ethics that applies to all the Company’s officers, including the chief executive officer and the chief financial officer. The Code of Ethics has been posted to the Company’s website at http://www.atna.com/i/pdf/CodeEthics.pdf.

It is the policy of the Company that all officers, including the chief executive officer and the chief financial officer, adhere to and advocates the following principles governing their professional and ethical conduct in the fulfillment of their responsibilities:

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

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

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

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

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

Proactively promote ethical behavior among subordinates and peers.

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

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

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The appointment of the Company’s auditor, EKS&H LLLP, was approved by the shareholders at the Annual General Meeting held on June 4, 2014. For the years ended December 31, 2014 and 2013, fees charged by the Company’s external auditors are shown below.

	2014		2013

Audit fees	$	110,500	$	111,100
Tax fees		-		-
Internal control audit		-		-
All other	$	13,300	$	19,600

The Company’s Audit Committee Charter incorporates the Company’s pre-approval policies and procedures. All services rendered by EKS&H LLLP during 2014 and 2013 were approved by the Audit Committee pursuant to the pre-approval policies and procedures contained in the Audit Committee Charter.

ITEM 16D.

EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable.

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The Company did not repurchase any of its shares in the fiscal years ended December 31, 2014 and 2013.

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 16G.

CORPORATE GOVERNANCE

Not Applicable.

ITEM 16H.

MINE SAFETY DISCLOSURE

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act is attached hereto as Exhibit 16.1 and incorporated herein by reference.

PART III

ITEM 17.

FINANCIAL STATEMENTS

Not applicable.

ITEM 18.

FINANCIAL STATEMENTS

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

The consolidated financial statements were prepared in accordance with IFRS and are expressed in U.S. Dollars. For a history of exchange rates in effect for Canadian Dollars as against U.S. Dollars, see Item 3.A, titled “Selected Financial Data”.

ITEM 19.

EXHIBITS

Exhibit 1.1	BC Business Corporation Act – Articles of Incorporation (Filed as Exhibit 99.0 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007 (File No. 0-29336), and are incorporated herein by reference).
Exhibit 3.1	Employment Agreements for last two years. (Those for continuing officers; Hesketh, Gloss, and Stanley; were filed as Exhibit 3.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, and are incorporated herein by reference.)
Exhibit 4.2	The Sprott Loan Agreement Amendments were filed as Exhibit 4.2 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012 and December 31, 2013, and are incorporated herein by reference.
Exhibit 4.3	Gold Bond Agreement without attachments/exhibits. (Filed as Exhibit 4.3 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, and incorporated herein by reference.)
Exhibit 4.4	Shareholder Rights Plan adopted in June 2012 (Filed as Exhibit 4.4 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, and incorporated herein by reference.)
Exhibit 4.5	Short Form Offering – September 2012 (Filed as Exhibit 4.5 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, and incorporated herein by reference.)
Exhibit 4.6	Majority Voting & Advance Notice policies (Filed as Exhibit 4.6 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, and is incorporated herein by reference.)
Exhibit 4.7	Restricted Share Unit Plan adopted May 7, 2013 was filed as Exhibit 4.7 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, and is incorporated herein by reference.
Exhibit 4.8	Amended Stock Option Plan, May 7, 2013 was filed as Exhibit 4.8 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, and is incorporated herein by reference.
Exhibit 4.9	Documents related to Private Placement of common shares in September of 2013 were filed as Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, and is incorporated herein by reference.
Exhibit 4.10	Waterton Credit Agreement, January 31, 2014 (Filed on SEDAR on February 7, 2014 and as 6-K on EDGAR on February 13, 2014 and incorporated herein by reference.)
Exhibit 4.11	Private placement 15,380,000 Units at C$0.13 per Unit; each Unit consisting of one common share and one warrant exercisable at C$0.18 per share for up to three years.	(1)
Exhibit 4.12	Agreement to Sell CR Reward Corporation and the Clover Property to Waterton Nevada Splitter LLC, dated November 14, 2014.	(1)
Exhibit 8.1	List of Subsidiaries.	(1)
Exhibit 12.1	Section 302 Certifications by the chief executive officer and chief financial officer as required by rule 13a-14(a) or Rule 15d-14(a).	(1)
Exhibit 13.1	Section 906 Certifications by the Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States code.	(1)
Exhibit 14.1	Consent of Independent Registered Public Accounting Firm EKS&H LLLP.	(1)

Exhibit 15.1		Audited Consolidated Financial Statements and Notes thereto.	(1)
	(i)	Report of Independent Registered Public Accounting Firm EKS&H LLLP dated March 13, 2015.	(1)
	(ii)	Consolidated Balance Sheets as of December 31, 2014 and 2013.	(1)
	(iii)	Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012.	(1)
	(iv)	Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012.	(1)
	(v)	Notes to Consolidated Financial Statements	(1)
	(vi)	Consolidated Financial Statements Schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto filed herein.	N/A
Exhibit 15.2		Management’s Discussion and Analysis for the years ended December 31, 2014 and 2013.	(1)
Exhibit 16.1		Mine safety disclosure, as required by Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.	(1)

(1)	Attached hereto

SIGNATURES

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

ATNA RESOURCES LTD.

/s/ “James K.B. Hesketh”

James K.B. Hesketh

President and Chief Executive Officer

March 13, 2015

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