Atna Resources 6-K Atna Reports Third Quarter 2013 Earnings and Operations Results

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Third Quarter Ended

September 30, 2013

(Expressed in United States Dollars, except where noted)

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

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

INDEX TO

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Financial Statements

The accompanying, unaudited, interim, condensed, consolidated financial statements (“financial statements”) for the third quarter ended September 30, 2013, have been prepared by management and approved by the Audit Committee and Board of Directors and authorized for issuance on November 7, 2013. These financial statements have not been audited or reviewed by the Company’s external auditors. These financial statements have been prepared by Atna Resources Ltd. (the “Company”) pursuant to International Financial Reporting Standards (“IFRS”).

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with IFRS have been condensed or omitted pursuant to interim reporting standards. The condensed, consolidated financial statements have been prepared in United States dollars (“USD”, or “$”), except for certain footnote disclosures that are reported in Canadian dollars (“CAD” or “C$”).

These condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and accompanying notes for the year ended December 31, 2012.

Condensed Consolidated Balance Sheets	Page 3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	Page 4
Condensed Consolidated Statement of Changes in Shareholders’ Equity	Page 5
Condensed Consolidated Statements of Cash Flows	Pages 6-7
Condensed Notes to the Interim Consolidated Financial Statements	Pages 8-33

2

ATNA RESOURCES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Reported in US Dollars)

			Unaudited			Audited
			September 30,			December 31,
	Notes		2013			2012
ASSETS
Current assets
Cash and cash equivalents			$	2,822,100		$	19,342,900
Trade receivables			��	-			97,800
Investments available-for-sale		3		101,900			83,900
Gold inventories		4		17,746,000			19,714,900
Supply inventories				1,167,400			1,246,300
Income taxes receivable		13		28,800			-
Prepaids and other current assets				1,514,500			974,500
Total current assets				23,380,700			41,460,300
Non-current assets
Property, plant, mine development and mineral interests, net		5		118,293,700			100,075,000
Restricted cash and marketable securities held in surety		6		4,310,100			4,964,400
Stripping activity assets, net		7		4,779,200			3,334,600
Deferred income tax asset		13		10,904,000			10,327,500
Other non-current assets				22,900			22,900
Total assets			$	161,690,600		$	160,184,700
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable			$	6,880,800		$	6,257,300
Derivative liabilities		8		174,300			1,733,500
Asset retirement obligations		9		670,800			629,000
Notes payable		10 & 20		17,595,400			20,945,600
Finance leases		11		2,156,800			1,064,900
Gold bonds, net of discount		12		893,200			3,494,800
Income taxes payable		13		-			10,100
Other current liabilities				667,900			896,100
Total current liabilities				29,039,200			35,031,300
Non-current liabilities
Notes payable		10		1,557,000			1,565,700
Finance leases		11		4,217,700			2,266,000
Asset retirement obligations		9		3,947,100			3,953,200
Total liabilities				38,761,000			42,816,200
Commitments and Contingencies		14
Shareholders' equity
Share capital (no par value) unlimited shares authorized; issued and outstanding:  182,215,706 at September 30, 2013, and 144,989,922 at December 31, 2012		15		132,713,300			126,791,100
Contributed surplus				7,200,300			6,637,500
Deficit				(17,594,400	)		(16,142,200	)
Accumulated other comprehensive gain				610,400			82,100
Total shareholders' equity				122,929,600			117,368,500
Total liabilities and shareholders' equity			$	161,690,600		$	160,184,700

On behalf of the Board of Directors:

/s/ David K. Fagin	/s/ David H. Watkins
David K. Fagin, Independent Director	David H. Watkins, Chairman
November 7, 2013	November 7, 2013

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

3

ATNA RESOURCES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Periods Ended September 30

(Reported in US Dollars, except per share data, unaudited)

			Three Months Ended						Nine Months Ended
	Notes		2013			2012			2013			2012
REVENUE
Gold and by-product sales			$	12,030,500		$	14,236,800		$	34,336,100		$	43,268,800
EXPENSES
Cost of sales, excluding depreciation		18		9,096,800			8,988,700			25,303,300			25,231,700
Depreciation and amortization, cost of sales		18		1,525,800			1,960,200			4,735,500			5,983,200
Adjust inventory to net realizable value, cost of sales		18		(600,900	)		-			765,500			-
General and administrative				1,192,200			1,025,900			3,669,800			3,165,900
Depreciation - G&A only				81,200			17,000			115,900			48,800
Exploration and property-maintenance		2		748,000			783,800			1,260,100			1,203,800
Subtotal operating expense				12,043,100			12,775,600			35,850,100			35,633,400
Operating (loss) profit				(12,600	)		1,461,200			(1,514,000	)		7,635,400
OTHER INCOME (EXPENSE)
Interest income				200			2,500			3,500			11,800
Interest expense				(992,600	)		(298,100	)		(1,306,600	)		(1,179,400	)
Realized loss on derivatives		8		(153,100	)		(534,600	)		(765,000	)		(1,390,400	)
Unrealized (loss) gain on derivatives		8		(36,600	)		(306,500	)		1,559,100			269,500
Loss on asset disposals				(7,900	)		(28,400	)		(24,600	)		(237,100	)
(Loss) gain on sale of investments available-for-sale				-			(12,000	)		(97,400	)		80,100
Other income				30,700			222,400			116,400			233,800
Subtotal other expense				(1,159,300	)		(954,700	)		(514,600	)		(2,211,700	)
(Loss) income before income tax				(1,171,900	)		506,500			(2,028,600	)		5,423,700
Income tax recovery (expense)		13		-			228,300			576,400			(825,700	)
Net (loss) income			$	(1,171,900	)	$	734,800		$	(1,452,200	)	$	4,598,000
COMPREHENSIVE (LOSS) INCOME
Unrealized (loss) gain on translating the financials of foreign operations				(349,100	)		(608,900	)		513,700			(649,900	)
Unrealized (loss) gain on investments available-for-sale		3		(29,500	)		21,300			14,600			(26,700	)
Reclassification adjustment for gains included in net income				-			-			-			10,500
Other comprehensive (loss) income				(378,600	)		(587,600	)		528,300			(666,100	)
Comprehensive (loss) income			$	(1,550,500	)	$	147,200		$	(923,900	)	$	3,931,900
EARNINGS PER SHARE
Basic (loss) income per share		19	$	(0.01	)	$	0.01		$	(0.01	)	$	0.04
Diluted (loss) income per share		19	$	(0.01	)	$	0.01		$	(0.01	)	$	0.04
Basic weighted-average shares outstanding				146,400,578			121,621,853			146,400,578			120,297,340
Effect of dilutive securities:
Stock options, convertible debentures, and warrants				-			2,886,771			-			4,898,434
Diluted weighted-average shares outstanding				146,400,578			124,508,624			146,400,578			125,195,774

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

4

ATNA RESOURCES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the Nine Months Ended September 30

(Reported in US Dollars, unaudited)

											Accumulated
	Share Capital										Other			Total
	Number of							Contributed			Comprehensive			Shareholders'
	Shares		Amount		Deficit			Surplus			Gain (Loss)			Equity
Balances, January 1, 2012		117,374,643	$	104,287,100	$	(23,028,200	)	$	4,990,500		$	542,200		$	86,791,600
Share-based compensation		-		-		-			401,500			-			401,500
Exercise of stock options		555,091		553,000		-			(553,000	)		-			-
Unrealized loss on available  for sale securities		-		-		-			-			(26,700	)		(26,700	)
Reclassification adjustment for gains included in net income		-		-		-			-			10,500			10,500
Shares issued to Sprott for extension of debt financing terms		618,556		600,500		-			-			-			600,500
Shares issued for warrants exercised		3,948,469		2,253,900		-			529,900			-			2,783,800
Equity issued as financing, net		17,250,000		16,007,700		-			335,100			-			16,342,800
Foreign exchange loss		-		-		-			-			(649,900	)		(649,900	)
Net income		-		-		4,598,000			-			-			4,598,000
Balances, September 30, 2012		139,746,759	$	123,702,200	$	(18,430,200	)	$	5,704,000		$	(123,900	)	$	110,852,100
Balances, January 1, 2013		144,989,922	$	126,791,100	$	(16,142,200	)	$	6,637,500		$	82,100		$	117,368,500
Share-based compensation		-		-		-			640,700			-			640,700
Exercise of stock options		150,544		109,300		-			(77,900	)		-			31,400
Unrealized loss on available for sale securities		-		-		-			-			14,600			14,600
Shares issued for debt financing (Note 15)		675,240		515,100		-			-			-			515,100
Equity issued as financing, net		36,400,000		5,297,800		-			-			-			5,297,800
Foreign exchange gain		-		-		-			-			513,700			513,700
Net loss		-		-		(1,452,200	)		-			-			(1,452,200	)
Balances, September 30, 2013		182,215,706	$	132,713,300	$	(17,594,400	)	$	7,200,300		$	610,400		$	122,929,600

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

5

ATNA RESOURCES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Periods Ended September 30

(Reported in US Dollars, unaudited)

			Three Months Ended						Nine Months Ended
	Notes		2013			2012			2013			2012
Cash flows from operating activities:
Net (loss) income			$	(1,171,900	)	$	734,800		$	(1,452,200	)	$	4,598,000
Adjustments to reconcile net income to net cash and cash equivalents provided by (used in) operating activities:
Depreciation - G&A				81,200			17,000			115,900			48,800
Depreciation and amortization, cost of sales		18		1,525,800			1,960,200			4,735,500			5,983,200
Adjust inventory to net realizable value, cost of sales		18		(600,900	)		-			765,500			-
Amortization of gold bond discount		12		26,100			78,200			117,200			273,500
Amortization of note payable discount				205,500			-			205,500			-
Unrealized loss (gain) on derivatives		8		36,600			306,500			(1,559,100	)		(269,500	)
Loss (gain) on sales of investments available-for-sale				-			12,000			97,400			(80,100	)
Loss on asset disposals and debt extinguishment				8,000			28,400			41,700			237,100
Deferred income tax (recovery) expense		13		-			-			(576,400	)		961,800
Share-based compensation expense		16		176,000			134,000			640,700			401,500
Non-cash exploration income				-			-			(147,500	)		-
Accretion of asset retirement obligation		9		102,900			93,800			308,700			281,300
Changes in operating assets and liabilities:
Decrease (increase) in inventories				858,800			(1,504,500	)		1,781,300			(4,083,300	)
Decrease (increase) in prepaid and other assets				164,400			(416,900	)		557,200			1,193,600
(Decrease) increase in accounts payable and accrued liabilities				(1,439,000	)		611,100			1,427,200			690,100
Decrease in asset retirement obligations		9		(86,900	)		(723,300	)		(273,000	)		(1,056,000	)
Total adjustments				1,058,500			596,500			8,237,800			4,582,000
Net cash and cash equivalents provided by operating activities				(113,400	)		1,331,300			6,785,600			9,180,000
Cash flows from investing activities:
Purchases and development of property and equipment				(2,614,400	)		(4,927,900	)		(25,017,600	)		(13,296,600	)
Capitalized loan interest				-			(562,500	)		(1,185,700	)		(1,491,500	)
Preproduction gold sales				1,242,100			599,900			6,532,400			599,900
Additions of stripping activity assets				(625,700	)		-			(2,363,100	)		(540,600	)
(Increase) decrease in restricted cash		6		(1,067,000	)		(85,000	)		654,300			392,900
Proceeds from sale of investments available-for-sale				-			387,400			42,100			833,600
Proceeds from sale of property and equipment				588,600			-			713,700			-
Net cash and cash equivalents used in investing activities				(2,476,400	)		(4,588,100	)		(20,623,900	)		(13,502,300	)
Cash flows from financing activities:
Options exercised				-			-			31,400			-
Warrants exercised				-			508,600			-			2,783,800
Stock issuance net of financing fees				5,297,800			16,342,800			5,297,800			16,342,800
Repayments of notes payable		10		(339,000	)		(280,600	)		(3,416,300	)		(770,000	)
Repayments of gold bonds		12		(906,300	)		(906,300	)		(2,718,800	)		(2,718,800	)
Repayments of finance lease obligations		11		(723,100	)		(225,300	)		(1,721,100	)		(599,900	)
Net cash and cash equivalents used in financing activities				3,329,400			15,439,200			(2,527,000	)		15,037,900
Effect of exchange rate changes on cash and cash equivalents				(19,100	)		56,200			(155,500	)		(2,900	)
Net increase (decrease) in cash and cash equivalents				720,500			12,238,600			(16,520,800	)		10,712,700
Cash and cash equivalents, beginning of period				2,101,600			8,437,200			19,342,900			9,963,100
Cash and cash equivalents, end of period			$	2,822,100		$	20,675,800		$	2,822,100		$	20,675,800

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

6

ATNA RESOURCES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

For the Periods Ended September 30

(Reported in US Dollars, unaudited)

		Three Months Ended				Nine Months Ended
		2013		2012		2013		2012
Supplemental disclosures of cash flow information:
1.	Interest paid	$	580,200	$	688,600	$	1,772,900	$	2,116,000
Supplemental disclosures of noncash activity:
1.	Capitalized leases for mining equipment	$	421,800	$	451,300	$	4,873,800	$	1,194,500
2.	Notes payable for mining equipment	$	513,800	$	483,100	$	658,100	$	1,201,600
3.	Marketable securities received for option payments and property	$	-	$	-	$	147,500	$	144,900
4.	Amortized Sprott debt-transaction-cost recorded in capitalized interest	$	-	$	177,100	$	382,100	$	569,900
5.	Issued shares for Sprott extension of credit agreement	$	-	$	-	$	515,100	$	600,500

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

7

ATNA RESOURCES LTD.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of business:

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

The Company is involved in all phases of the mining business including exploration, preparation of feasibility studies, permitting, construction, development, operation and reclamation of mining properties. The Company’s business model is principally one of developing and operating precious-metal mines in the western United States (“US”). The Company conducts a portion of its mineral exploration activities through joint ventures with other companies.

The Company is presently operating the Briggs mine. Briggs is located in southeastern California and commenced commercial gold production in July 2009. Briggs sold approximately 9,143 ounces of gold during the third quarter 2013 at an average gold price of $1,308 per ounce.

Development assets include the Reward gold mine near Beatty, Nevada; the Pinson-underground project near Winnemucca, Nevada; the Mag-open-pit project adjacent to the Pinson-underground mine; and the Columbia gold project located near Lincoln, Montana.

Development of Reward, a fully permitted mine site, is pending financing. A drilling program was completed in March 2013 at Reward to provide additional information for initial pit design and to ensure that the ore zones do not extend under the planned plant and leach pad construction areas.

A study to determine the economic feasibility of developing the Mag open-pit mine began in late 2012. This study, when completed, will determine project viability and whether to commence the permitting process for development of a new open pit mine at Pinson.

Active development of the Pinson-underground project was undertaken in 2012 and early 2013. In June 2013, development of the Pinson-underground project was suspended, and the property is currently on care and maintenance status. Pinson-underground’s continued development is pending a combination of a mine-plan update, financing, and improvements in the gold-market outlook.

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

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

Uncertainties concerning liquidity were reported in the second quarter of 2013. In September and October of 2013, the issuance of stock and the restructuring of debt with Sprott Resource Lending Partnership (“Sprott”) largely addressed these liquidity issues, and the Company continues to be focused on servicing debt and strengthening its balance sheet. Low cost development activities such as completion of mine plans for Reward and Pinson-underground and completion of pre-feasibility studies for the Mag open-pit are ongoing.

8

2. Accounting policies:

Statement of compliance

These unaudited interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standard 34 ‘Interim financial reporting’ (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies adopted in these interim financial statements are consistent with the accounting policies adopted in the Company’s consolidated financial statements for the years ended December 31, 2012 and 2011, and as such, these unaudited, interim, condensed, consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the years ended December 31, 2012 and 2011. These interim condensed consolidated financial statements were approved for issue on November 7, 2013, by the Board of Directors.

Consolidation principles

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

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

Segment Reporting

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

Management estimates, assumptions, and judgments

Management is required to make estimates and judgments that affect the amounts reported in the Company’s financial statements and related disclosures. By their nature, these estimates and judgments are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates and judgments in future periods could be significant.

The more significant areas requiring the use of management estimates and assumptions relate to mineral reserves that are the basis for future cash flow estimates and units-of-production amortization; distinguishing deferred stripping costs related to development and production from routine mining costs; future cash flow estimates and costs affecting net-realizable-values of inventory, long-term asset impairments, and liquidity; the recoverability and timing of gold production from the heap leach process affecting gold inventories; environmental, reclamation and closure obligations; asset impairments, or the lack thereof; fair value of share-based compensation; fair value of financial instruments and nonmonetary transactions; future profitability affecting deferred tax assets and liabilities; useful lives of assets and asset depreciation rates.

9

Areas of judgment that have the most significant effect on the amounts recognized in the financial statements include: capitalization and impairment of exploration, technical and feasibility studies, development expenditures, and other long-term asset expenditures; recognition of deferred tax assets; the determination of contingent liabilities; determination of commencement of commercial production; classification of leases as finance or operating; classification of financial instruments; determination of functional currencies; and timing of revenue recognition.

Prior period reclassification

Certain prior period items have been reclassified in the condensed consolidated financial statements to conform to the current presentation. “Additions of stripping activity assets” was reclassified from “Decrease in prepaid and other assets” within the operating activities section of the Condensed Consolidated Statements of Cash Flows to the investing activities section. Drilling and assessment costs to develop mineral resources and reserves within existing mine areas were previously disclosed in a footnote as “capitalized exploration expenditures”; this disclosure has been deleted as such expenditures were and continue to be classified as mine development expenditures.

Cash and cash equivalents

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

Trade Receivable

Trade receivables included amounts due for Pinson ores sold to third-parties. Carrying amounts are due in 30 days or less.

Inventories

Inventory includes recoverable and payable gold in stockpiled ores, in ores being processed on a leach pad, in the processing plant, at third-party processing plants, and at a third-party refinery. The Company’s inventories are recorded at the lower of weighted average cost or net realizable value less estimated costs of completion. The weighted average cost of all gold inventories include direct production costs, applicable overhead and depreciation, depletion and amortization incurred to bring the gold to its current point in the production cycle. General and administrative costs for the corporate office are not included in inventory.

Adjustments to net realizable value are reported in current period results, i.e. to expense if for a commercial operation and to capital if for a project under development. Write-downs of inventory still on hand are reversed in the event that there is a subsequent increase in net realizable value. Reversals adjust the inventory valuation to the lower of the updated weighted average cost of the inventory or current net realizable value less estimated costs of completion, and due to changes in the updated valuations, the absolute value of the reversal may differ to that of the write-down.

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

10

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

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

Exploration and property-maintenance expenditures

The following schedule provides details of the Company’s exploration and property-maintenance expenses for the periods ended:

	Three Months Ended					Nine Months Ended
	2013		2012			2013			2012
Exploration and property-maintenance expenses:
Briggs	$	2,200	$	1,900		$	163,800		$	76,900
Pinson		699,200		284,500			928,300			284,500
Reward		24,300		44,600			170,400			233,000
Columbia		19,600		477,700			84,200			597,200
Other (income) expenditures		2,700		(24,900	)		(86,600	)		12,200
Total exploration and property-maintenance expenses	$	748,000	$	783,800		$	1,260,100		$	1,203,800

Expensed exploration relates to the costs of locating, defining and evaluating projects that may develop into mineral resources. Exploration activities generally include prospecting, sampling, mapping, drilling, land holding costs and other work related to the search for mineralized material. Maintenance expenses for non-operating properties include those for land and mineral leases, water disposal or treatment, and care and maintenance personnel.

Exploration is expensed until management determines that the expenditures have a reasonable probability of producing future economic benefits. Facts and circumstances for each exploration program and study are used to determine whether exploration expenditures are to be capitalized. Principal reliance has been placed in past cases upon whether the exploration was within the same general vicinity as proven and probable reserves and upon whether the exploration expenditures related principally to a feasibility or geological study expected to have a positive outcome. Our assessment of probability has been based on the following factors, among others: the results of pre-feasibility studies and scoping studies assessing the economic potential of the mine, results from previous drill programs; results of geological modeling; the proximity to mineral trends or other resources or reserves, and the extent to which ore-grades, ground and ore characteristics, and deposit-boundaries are being clarified and further defined by exploration. Capitalized exploration is classified as an investing activity in the statement of cash flows. To date, the Company has been conservative in its judgments and has not capitalized exploration activities outside existing mine areas.

Capitalized development costs

Costs incurred to prepare a property for production that are probable of having future economic benefits are capitalized as development. Property acquisition costs and drilling and assessment costs to develop mineral resources and reserves within existing mine areas are classified as development costs and capitalized. Such capitalized development costs include: infill drilling and sampling; detailed geological and geo-statistical modeling; and positive feasibility studies. Costs incurred to construct tangible assets are capitalized within property, plant and equipment.

11

When a new mine is developed and first commences operations, operating costs and any revenues are also capitalized as development until ‘commercial production’ levels are achieved. Criteria considered in judging whether a mine is capable of operating in the manner intended by management and whether a mine has attained ‘commercial production’, include, but are not limited to, the following:

· the unique nature and complexity of each project;

· whether all major capital expenditures to bring the mine to the condition necessary for it to be capable of operating in the manner intended by management have been completed;

· the completion of a reasonable period of testing of equipment and productive processes;

· whether the mine or processing facilities have reached and can sustain a pre-determined percentage of productive capacity;

· mineral extraction and mineral recoveries are at or near the expected production levels;

· the ability to sustain ongoing production, both functionally and economically, typically judged by achieving pre-determined productivity targets; and

· the ability to produce minerals in saleable form, meeting quality or concentrate specifications.

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

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

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

Impairment evaluations

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

12

In the second quarter of 2013, triggering events prompted impairment evaluations. The Company updated its discounted cash flow models and reviewed published valuations of reserves and resources. The Company determined that there was no impairment (or reversal of impairments) of long-term assets at June 30, 2013. Conditions improved in the third quarter of 2013, so in the absence of new or worsening triggering events, the impairment evaluation was not updated as of September 30, 2013.

Non-current liabilities

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

Asset retirement obligations

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

Financial instruments

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

The three levels of the fair value hierarchy are:

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

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

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

13

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

			September 30, 2013				December 31, 2012
			Estimated		Carrying		Estimated		Carrying
	Category	Level	Fair Value		Value		Fair Value		Value
Financial assets:
Cash and cash equivalents	Available-for-sale	N/A	$	2,822,100	$	2,822,100	$	19,342,900	$	19,342,900
Restricted cash	Loans and receivable	1		4,310,100		4,310,100		4,964,400		4,964,400
Investments	Available-for-sale	1		101,900		101,900		83,900		83,900
Total financial assets			$	7,234,100	$	7,234,100	$	24,391,200	$	24,391,200
Financial liabilities:
Accounts payable and accrued liabilities	At amortized cost	N/A	$	7,548,700	$	7,548,700	$	7,153,400	$	7,153,400
Derivative liabilities	Held-for-trading	2		174,300		174,300		1,733,500		1,733,500
Notes payable	At amortized cost	2		19,152,400		19,152,400		22,511,300		22,511,300
Gold bonds, net of discount	At amortized cost	2		893,200		893,200		3,494,800		3,494,800
Finance leases	At amortized cost	N/A		6,374,500		6,374,500		3,330,900		3,330,900
Total financial liabilities			$	34,143,100	$	34,143,100	$	38,223,900	$	38,223,900

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

	September 30, 2013						December 31, 2012
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities:
Asset retirement obligations	$	-	$	-	$	4,617,900	$	-	$	-	$	4,582,200

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

Revenue recognition

Revenues are recognized when title and risk of ownership pass to the buyer, which is determined by contract; the price is fixed or determinable; and collection is reasonably assured. Briggs produces gold and silver in doré form and ships the doré to a refinery for further processing, after which the refined gold and silver are sold. For a financing fee, Briggs can sell the precious metals immediately after acceptance by the refinery. Pinson produced and sold gold-bearing oxide ore, based on payable and recoverable gold-content, to a third-party under contract. Pinson sent gold-bearing-sulfide-ore to processors who, under contract, then processed the ore for a fee and the resultant doré was sold. Pinson-underground was placed on a care and maintenance status in the second quarter of 2013 and sold the last of its previously-produced inventory in third quarter 2013. All Pinson-underground revenues were capitalized during its development.

Share based compensation

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

14

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

Income Taxes

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

Foreign currency translation

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

Recently issued Financial Accounting Standards and their impact upon the Company

Recently issued financial accounting standards not addressed below have been reviewed, addressed, and adopted previous to this Report.

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

IAS 36 Amendments – Recoverable Amount Disclosures for Non-Financial Assets –The IASB issued amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets.The amendments to IAS 36 clarify the IASB’s original intention that the scope of the disclosures is limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal. The amendments to IAS 36 must be applied starting January 1, 2014, with early adoption permitted when the Company has already applied IFRS 13. The Company is currently determining the impact of adopting the amendment to IAS 36.

3. Investments available-for-sale:

Investments available-for-sale are recorded at fair value at each period-end. Changes in fair value are recorded in equity as other comprehensive income or loss, and purchases and sales are reported as investing activities in cash flows. As of September 30, 2013 and December 31, 2012, the fair values of the investments were $0.1 million and $0.1 million, respectively. The changes in fair value for the three months ended September 30, 2013 and September 30, 2012, were each less than $0.1 million. The changes in fair value for the nine months ended September 30, 2013 and September 30, 2012 were each less than $0.1 million.

15

4. Gold Inventories:

Gold inventories are carried at the lower of weighted average cost or net realizable value less estimated costs of completion. At June 28, 2013, the London pm fix price was $1,192 per ounce, and as Briggs’ weighted average cost per ounce was greater than this estimated net realizable value less estimated costs of completion, a $1.4 million write-down in the value of the inventory was recognized. At September 30, 2013, the London pm fix price was $1,327 per ounce, and as Briggs’ weighted average cost per ounce was less than this estimated net realizable value less estimated costs of completion, consistent with IFRS guidance, the inventory value was increased by $0.6 million to its updated weighted average cost. As the weighted average cost of the inventory declined in the third quarter of 2013, the adjustment from net realizable value back to weighted average cost was less in absolute terms than the original write-off. The lower of cost or net-realizable-value adjustment is a non-cash fair-value revaluation determined by comparing the then current market price of gold to a fully-burdened average historical cost that includes depreciation and stripping. Gold inventories consisted of the following categories as of:

	September 30, 2013				December 31, 2012
	$		Ozs		$		Ozs
Ore stockpile - Briggs	$	111,800		135	$	-		-
Ore stockpile - Pinson		-		-		1,363,700		816
Leach pad - Briggs		12,279,600		12,860		13,961,400		13,141
Process plant - Briggs and refinery		5,354,600		4,338		4,389,800		3,418
Total gold inventories	$	17,746,000		17,333	$	19,714,900		17,375

5. Property, plant, mine development, and mineral interests, net:

		As of September 30, 2013
	Depreciation	Asset Value		Accumulated		Net Book
	Method	at Cost		Depreciation		Value
Buildings and equipment	1 - 5 Years SL	$	43,367,700	$	22,186,600	$	21,181,100
Mine development	UOP		47,748,200		4,962,900		42,785,300
Deferred stripping	UOP		3,947,400		2,612,600		1,334,800
Mineral interest	UOP		56,368,000		4,064,700		52,303,300
Asset retirement cost	UOP		1,107,000		417,800		689,200
		$	152,538,300	$	34,244,600	$	118,293,700

		As of December 31, 2012
	Depreciation	Asset Value		Accumulated		Net Book
	Method	at Cost		Depreciation		Value
Buildings and equipment	1 - 5 Years SL	$	35,748,100	$	17,818,500	$	17,929,600
Mine development	UOP		30,054,900		3,082,300		26,972,600
Deferred stripping	UOP		3,947,400		2,346,500		1,600,900
Mineral interest	UOP		56,276,700		3,485,000		52,791,700
Asset retirement cost	UOP		1,107,000		326,800		780,200
		$	127,134,100	$	27,059,100	$	100,075,000

The increase in net book value of mine development of $15.8 million, from $27.0 million to $42.8 million, during the nine months ended September 30, 2013 was due primarily to development of the Pinson mine, and $2.5 million of the increase resulted from stripping of additional pits at Briggs. The increase in net book value of buildings and equipment for the nine months ended September 30, 2013 of $3.3 million, from $17.9 million to $21.2 million, was due primarily to the addition of two haul trucks, a conveyor system, and other equipment at the Briggs mine.

16

A roll-forward of property, plant, mine development, and mineral interests, net, for the nine months ended September 30, 2013 follows.

	Briggs (a)			Reward (b)			Columbia (c)
Beginning balance, January 1, 2013	$	24,968,600		$	10,846,600		$	9,031,400
Acquisitions and development capitalized		10,283,600			361,300			-
Depreciation and amortization		(6,598,900	)		(6,600	)		-
Dispositions		(141,100	)		-			-
Transfers between sites		(63,400	)		-			-
Net change in the period		3,480,200			354,700			-
Ending balance, September 30, 2013	$	28,448,800		$	11,201,300		$	9,031,400

	Pinson (d)			Other (e)			Total
Beginning balance, January 1, 2013	$	50,696,600		$	4,531,800		$	100,075,000
Acquisitions and development capitalized		22,179,700			5,200			32,829,800
Depreciation and amortization		(664,900	)		(40,500	)		(7,310,900	)
Pre-production Sales		(6,434,700	)		-			(6,434,700	)
Dispositions		(421,300	)		(302,400	)		(864,800	)
ARO adjustments and effect of foreign exchange rates		-			-			(700	)
Transfers between sites		63,400			-			-
Net change in the period		14,722,200			(337,700	)		18,218,700
Ending balance, September 30, 2013	$	65,418,800		$	4,194,100		$	118,293,700

(a) Briggs Mine, California:

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

(b) Reward Project, Nevada:

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

(c) Columbia Property, Montana:

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

17

(d) Pinson-underground and Mag open-pit projects, Nevada:

The Pinson property is located in Humboldt County, Nevada, about 30 miles east of Winnemucca. The property is located on the Getchell Gold Belt where it intersects the north end of the Battle Mountain-Eureka trend. The property includes two projects, the Pinson-underground project and the adjacent Mag open-pit project. The property is subject to NSR royalties to third-parties which vary by parcel, but which average approximately six percent for Pinson-underground and three to six percent for the Mag open-pit.

The Pinson-underground project is in a late-development stage. In June 2013, further development of the underground project was placed on hold, and the property was placed on care and maintenance pending a combination of engineering activities, improvements in market conditions, and financing. The reserves are based on an NI 43-101 compliant mineral reserve estimate published in the second quarter of 2012.

Resources in the Mag-open-pit area remain subject to further study to determine the economic feasibility of development. Drilling and metallurgical tests were commenced in this area in 2012.

(e) Other Properties:

Significant properties and those in which the ownership interest changed in 2013 are described below. Reference is made to the annual audited consolidated financial statements and accompanying notes for the year ended December 31, 2012 as to other properties not described below including: the Clover gold exploration property, the Adelaide property, and the Tuscarora property.

Mineral Rights, Montana:The Company owns a package of approximately 900,000 acres of widely distributed fee mineral rights in the western part of the state of Montana. The capitalized basis of these properties was $2.1 million at September 30, 2013 and December 31, 2012.

CR Kendall Lands, Montana:The Company owns approximately 800 acres of fee simple lands located at Kendall near Lewistown, Montana. The capitalized basis of the property was $0.5 million at September 30, 2013 and December 31, 2012.

Blue Bird Prospect, Montana:The Company owns a 100 percent interest in 14 unpatented mining claims (the “Blue Bird Prospect”) in Granite County, Montana located approximately 40 miles southwest of the town of Phillipsburg, Montana. The Blue Bird Prospect was initially acquired by the Company in January, 2013 by claim-staking.

Uranium Joint Venture, Wyoming:The capitalized basis of this property is $1.0 million. In August 2006, the Company and Uranium One Exploration USA Inc, (“Uranium One”) formed the Sand Creek Joint Venture (“Sand Creek JV”). (This is a “joint operation” and not a “joint venture” as defined by IFRS.). The area of interest for the Sand Creek JV covers an area of approximately 92,000 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 Fourth Quarter 2012 and Second Quarter 2013 (“the “Supplemental Agreement”). Under the Supplemental Agreement, Uranium One assumed the role of project manager and may spend up to $1.6 million before January 2014 to increase its interest in the project from 30 percent to 51 percent. The Company does not control the timing of future drilling operations under the terms of the Sand Creek Supplemental Agreement. As of December 31, 2012, Uranium One reported having spent $1.1 million of the $1.6 million, and having increased their interest to 39.3 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 or the 51/49 percent stipulated interest, respectively.

18

Canadian Properties, Yukon and British Columbia:The capitalized basis of these properties is less than $0.1 million at September 30, 2013 and December 31, 2012. 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 (TSX:VG) 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. On April 24, 2013, an Agreement was signed to sell the Uduk Lake gold prospect to Canarc Resource Corp (“CCM”) in exchange for 1.5 million shares of CCM and a retained NSR royalty of three percent. The Uduk claims are located in the Windfall Hills area, 65 kilometers south of Burns Lake, British Columbia.

6. Restricted cash and marketable securities held in surety:

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

	September 30,		December 31,
	2013		2012
Kendall reclamation property (a)	$	2,408,500	$	2,427,900
Briggs mine (b)		1,331,100		1,813,300
Columbia property (b)		21,000		27,900
Reward project (b)		282,700		377,000
Pinson (b)		235,300		313,700
Other properties		31,500		4,600
Total restricted cash - Non-current	$	4,310,100	$	4,964,400

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

(b) Held in bank trusts benefiting a surety. Trustees may invest funds in US Treasury instruments and certificates of deposit.

In connection with the collateral for the Briggs reclamation bonds, the Company negotiated an agreement with a new surety company that allows for a reduced amount of cash held as collateral, relative to the prior surety company. The previous surety company returned the cash / collateral it held late in the second quarter of 2013. The cash / collateral of $1.1 million was deposited to the trust account with the new surety during the third quarter of 2013.

7. Stripping Activity Assets:

This note addresses the costs of removing waste rock during the production phase of mining from within existing pits and is distinguished from deferred stripping to remove overburden from new pits during development. Please see Note 2 regarding the accounting treatments, but a principal difference is that amortization of stripping activity assets flows through cost of sales as a cash operating cost as inventory is sold instead of flowing through depreciation and amortization as does the amortization of deferred stripping and other development costs. Stripping activity assets are amortized using the UOP amortization method based on the life of the applicable pit.

19

The following schedule provides a roll-forward of the carrying values for stripping activity assets for the nine months ended September 30, 2013 and twelve months ended December 31, 2012.

	September 30,			December 31,
	2013			2012
Balance, beginning of the period	$	3,334,600		$	5,896,500
Stripping activity assets added		2,363,100			540,500
Amortization		(918,500	)		(3,102,400	)
Balance, end of the period	$	4,779,200		$	3,334,600

8. Derivatives:

The Company had a $0.2 million and a $1.7 million derivative liability as of September 30, 2013 and December 31, 2012, respectively. These derivatives are embedded in the 2009 Gold Bonds (as defined in Note 12), and the fair value is reflective only of the derivative component of the 2009 Gold Bonds. The September 30, 2013 fair values of the outstanding derivatives were determined using the following.

Strike

Gold Price

Ounces

Fair Value

Discount

Derivative Contracts

Price

at Period End

Remaining

Libility

Rate

Gold bond forwards

$

1,113

$

1,327

*

814

$

174,300

12

%

Embedded derivative (Note 12)

* London PM Fix on September 30, 2013

The remaining gold forward sales embedded in the 2009 Gold Bonds are to be settled on December 31, 2013. The Company’s policy is not to hedge more than 50 percent of the projected production and retain a 25 percent production reserve tail. At September 30, 2013, the outstanding hedge position covered less than 2 percent of the annual forward-looking gold production from the Briggs Mine. The net change in the fair value of the embedded derivatives will be positive to the Company when gold prices fall and will be negative when gold prices rise relative to the gold price on the date of the previous fair value calculation. Historical gains and losses on derivative positions for the periods ended September 30 follow.

	Three Months Ended						Nine Months Ended
	2013			2012			2013			2012
Realized loss on derivatives	$	(153,100	)	$	(534,600	)	$	(765,000	)	$	(1,390,400	)
Unrealized (loss) gain on derivatives	$	(36,600	)	$	(306,500	)	$	1,559,100		$	269,500

9. Asset retirement obligations:

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

20

Kendall has been closed and is engaged in remediation activities. The Kendall ARO of $1.2 million represents the estimated costs for maintenance of a water treatment system and costs to maintain the property during the reclamation period.

The following provides a roll-forward of AROs for all properties for the indicated periods:

	Nine Months Ended			Year Ended
	September 30, 2013			December 31, 2012
Balance, beginning of the period	$	4,582,200		$	6,047,600
Settlements		(273,000	)		(1,172,600	)
Accretion expense		308,700			375,100
Change in estimate		-			(667,900	)
Balance, end of the period		4,617,900			4,582,200
Less: asset retirement obligations - current		670,800			629,000
Asset retirement obligations - non-current	$	3,947,100		$	3,953,200

10. Notes payable:

The following provides a roll-forward of notes payable for the indicated periods:

	Nine Months Ended			Year Ended
	September 30, 2013			December 31, 2012
Balance, beginning of the period	$	22,511,300		$	21,479,100
Principal payments		(3,416,300	)		(1,083,100	)
Notes Issued		658,100			1,527,500
Discount for Sprott Amendment Fees		(515,100	)		(600,500	)
Amortization of Discounts		587,600			764,600
Foreign Exchange Effect		(673,200	)		423,700
Balance, end of the period		19,152,400			22,511,300
Less: notes payable - current		17,595,400			20,945,600
Notes payable - non-current	$	1,557,000		$	1,565,700

In August 2011, the Company issued a C$20 million note to Sprott Resource Lending Partnership (“Sprott”) to finance the acquisition and initial development of Pinson. Sprott took a security position principally in the Pinson property. Interest on principal balances accrued at an annual rate of 9 percent per annum compounded monthly and payable quarterly. The term of this facility was for one year. Atna paid a structuring fee of $150,000, and as consideration for advancing the facility, Atna issued 1,049,119 shares to Sprott.

In February 2012, the Company reached an agreement with Sprott to extend the term of this credit facility with principal repayments due through August 31, 2013. As consideration for extending the credit facility, Atna issued 618,556 common shares to Sprott.

In March 2013, the Company reached an agreement with Sprott to extend the term of the remaining $17.5 million credit facility with amortizing payments of $1.46 million due each month commencing September 2013 and ending in August 2014. As consideration for extending the credit facility, Atna issued 675,240 common shares to Sprott.

21

Subsequent to the end of the third quarter of 2013, in October 2013, the Company signed an agreement with Sprott to extend the term of the remaining $17.5 million credit facility with amortizing payments of C$0.5 million due each month commencing January 2014 and ending in November 2014 when the C$12 million balance of the loan is also due. The annual coupon rate on this facility was increased from 9 percent to 12 percent. Sprott was granted a security position in the Briggs mine. The agreement also calls for the Company to raise an additional C$5.0 million in working capital by March 31, 2014 via the sale of non-core assets or other means. As consideration for extending the credit facility, upon closure, Atna will issue 6,562,500 common shares to Sprott.

A roll-forward for the Sprott credit facility follows for the nine months ended September 30, 2013. As the restructuring of the Sprott credit facility followed the end of the third quarter of 2013, in accordance with IFRS guidelines, the loan is shown as current as of September 30, 2013.

				Transaction
	Sprott Note			Costs			Total
Balance, beginning January 1, 2013	$	20,102,500		$	(465,100	)	$	19,637,400
Payments	$	(2,423,900	)					(2,423,900	)
Discount for Sprott amendment fee					(515,100	)		(515,100	)
Amortization of loan origination fees		581,600						581,600
Foreign exchange effect		(693,300	)		20,100			(673,200	)
Balance, end of period	$	17,566,900		$	(960,100	)		16,606,800
Less: current liability net of transaction costs to be amortized at September 30, 2013							$	16,606,800
Sprott note - non-current liability at September 30, 2013							$	-

Interest expense and capitalized interest on Notes payable follow for the periods ended September 30:

	Three Months Ended					Nine Months Ended
	2013		2012			2013		2012
Interest expense	$	439,300	$	(21,400	)	$	439,300	$	34,200
Amortization of Sprott debt transaction cost	$	199,500	$	-		$	199,500	$	-
Interest expense capitalized to mine development:
Cash interest payments to lenders	$	-	$	524,100		$	876,000	$	1,450,400
Amortization of Sprott debt transaction cost		-		189,400			382,100		569,900
	$	-	$	713,500		$	1,258,100	$	2,020,300

22

11. Finance leases:

The following provides a roll-forward of finance leases for the nine months ended September 30, 2013 and the year ended December 31, 2012.

	September 30,			December 31,
	2013			2012
Liability balance, beginning of the period	$	3,330,900		$	2,477,300
New leases		4,873,800			1,719,400
Payments applied to principal		(1,721,100	)		(865,800	)
Early retirement of leases, not requiring cash		(109,100	)		-
Balance, end of the period		6,374,500			3,330,900
Less: finance leases - current liability		2,156,800			1,064,900
Finance leases - non-current liability	$	4,217,700		$	2,266,000
Cost of leased assets	$	9,198,600		$	4,619,900
Accumulated depreciation for leased assets	$	2,834,200		$	1,896,600

The weighted average interest rate on finance-lease balances as of September 30, 2013 is 4.1 percent, with the range of rates varying between 2.5 percent and 9.3 percent. Interest and depreciation expense on finance-lease obligations and related assets follow for the periods ended:

	Three Months Ended					Nine Months Ended
	2013		2012			2013		2012
Interest expense	$	183,200	$	(4,100	)	$	183,200	$	54,600
Interest expense capitalized to mine development:	$	-	$	38,300		$	137,000	$	41,100
Depreciation expense	$	378,800	$	132,600		$	1,032,900	$	392,300

12. 2009 Gold Bonds:

On December 9, 2009, the Company closed a private placement of $14.5 million of Gold Bonds (“2009 Gold Bonds”). The 2009 Gold Bonds require quarterly payments through their maturity on December 31, 2013; each quarter’s payment being equivalent to the market value of 814 ounces of gold based on a closing gold price ten trading days prior to the end of each quarter. Interest at a 10-percent annual rate is also payable quarterly on the declining principal balance. The 2009 Gold Bonds include covenants restricting the Company’s hedge position to 50 percent of its future estimated consolidated gold production and providing a negative pledge to not create any further indebtedness at the Briggs Mine, subject to certain permitted exceptions such as equipment leases.

Sprott Lending required a security interest in the Briggs Mine in order to refinance and extend its existing note. In October 2013, to accomplish this refinancing and by agreeing to grant such a security interest, the Company violated the negative pledge in the 2009 Gold Bonds not to create any further indebtedness at the Briggs Mine. In order to honor its obligations to the holders of the 2009 Gold Bonds, the Company, upon closure of the amended agreement with Sprott, will fund an escrow account with $1.1 million to provide certainty of the final Gold Bond payment due December 2013.

23

The Company recorded an initial discount on the 2009 Gold Bonds of $1.8 million. The discount was comprised of $1.2 million of transaction costs associated with the 2009 Gold Bonds and the $0.6 million initial fair value of the embedded derivative. The discount is amortized using the effective interest method and amortization was $0.1 million for the three months ended September 30, 2013 and 2012, respectively.

For purposes of financial reporting, the embedded derivative has been separated from the 2009 Gold Bond liability (see Note 8). The following provides a roll-forward of the Gold Bonds and related discounts for the nine months ended September 30, 2013.

				Discounts
				Transaction			Embedded
	Gold Bonds			Costs			Derivative			Total
Balance, December 31, 2012	$	3,625,000		$	(82,500	)	$	(47,700	)	$	3,494,800
Payments		(2,718,800	)		-			-			(2,718,800	)
Amortization		-			74,300			42,900			117,200
Balance, September 30, 2013	$	906,200		$	(8,200	)	$	(4,800	)		893,200
Less: gold bonds - current											893,200
Gold bonds - non-current										$	-

The following provides a roll-forward of the Gold Bonds and related discounts for the twelve months ended December 31, 2012.

				Discounts
				Transaction			Embedded
	Gold Bonds			Costs			Derivative			Total
Balance, December 31, 2011	$	7,250,000		$	(297,100	)	$	(171,700	)	$	6,781,200
Payments		(3,625,000	)		-			-			(3,625,000	)
Amortization		-			214,600			124,000			338,600
Balance, December 31, 2012	$	3,625,000		$	(82,500	)	$	(47,700	)		3,494,800
Less: gold bonds - current											3,494,800
Gold bonds - non-current										$	-

13. Income taxes:

Income tax expense is based on management’s estimate of the expected, weighted-average, annual income-tax rate. The Company is using the blended average of the US federal and state rates, jurisdictions where its primary operations are located, as the applicable statutory rates in 2013.

Tax recognized in net income:

	Three Months Ending				Nine Months Ending
	September 30,				September 30,
	2013		2012		2013		2012
Current tax benefit (expense)	$	-	$	228,300	$	-	$	136,100
Deferred tax recovery (expense)		-		-		576,400		(961,800	)
Income tax recovery (expense)	$	-	$	228,300	$	576,400	$	(825,700	)

A change of ownership under Section 382 of the US Internal Revenue Code occurred due to the Atna/Canyon merger in 2008. As a result of the ownership change, the utilization of US NOL’s existing at the merger date is limited to approximately $1.0 million per annum for federal purposes. Losses recognized after the merger in 2008 are not subject to this limitation.

24

The Company recognizes the benefit of deferred tax assets only to the extent it is judged probable that future taxable income will be offset by NOL carryforwards and deductible temporary differences. The Company is reassessing the probability and forecasted timing of future taxable profits from what are now development properties and has decided not to yet recognize an additional deferred tax asset based on the NOL carryforward generated in the third quarter of 2013. The Company estimated deferred tax assets as of September 30, 2013 and December 31, 2012 to be $10.9 million and $10.3 million respectively. The Company has not recognized deferred tax assets attributable to tax losses of approximately $3.6 million of US net operating losses, $1.1 million of Canadian noncapital losses, and $0.3 million of Canadian capital losses. The unrecognized US net operating losses expire between 2018 and 2033, and the unrecognized Canadian noncapital losses expire between 2028 and 2031. The unrecognized deferred tax assets attributable to temporary differences relate to excess tax basis in Canadian properties.

14. Commitments and contingencies:

(a) Kendall Mine reclamation:

Kendall is located approximately 20 miles north of Lewistown, Montana. Kendall was developed by CR Kendall Corporation (“CRK”), a wholly owned subsidiary, as an open-pit, heap-leach gold mine that operated from 1988 to its closure in 1995. Leaching of the remaining gold in the heap-leach pads continued through early 1998. From 1998 to the present time, the Company conducted closure activities, principally relating to collection, treatment and disposal of water contained in the process system and mine area, and re-vegetation of waste-rock dump surfaces. Water management and treatment at the site will continue for the foreseeable future. Since mine closure in 1996, approximately $15.1 million has been expended on closure and reclamation activities at Kendall.

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

(b) Surety bonds:

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

The Briggs Mine operates under permits granted by various agencies including the Bureau of Land Management, Inyo County, California, the California Department of Conservation, and the Lahontan Regional Water Quality Control Board. The Company, via a surety, has posted reclamation bonds with these agencies in the amount of $4.4 million. Restricted cash held as collateral by the sureties and related to Briggs amounts to $1.3 million.

The total bonding requirement for Reward is $6.2 million of which $5.3 million will be required when the Company commences plant construction and removal of overburden. The Phase 1 surety bond of $0.9 million has been posted to cover the installation of tortoise exclusion fencing, site road improvements, in-fill drilling, water wells and related pipelines, other earthwork and installation of power lines and facilities. Restricted cash held as collateral by a surety related to the Phase 1 surety bond is $0.3 million.

25

The reclamation bond posted for Pinson is $0.8 million. Restricted cash held as collateral by a surety and related to Pinson currently amounts to $0.2 million. The State of Nevada and the Bureau of Land Management have indicated that they will require approximately $0.9 million in additional bonds after December 9, 2013, and the surety has indicated they will require additional collateral of $0.3 million upon issuance of these bonds.

(c) Property lease commitments:

The Company has entered into various leases for office space and office equipment. As of September 30, 2013, there were future minimum lease payments of less than $0.1 million per year for all office space and office equipment leases. The current office space lease terminates in December 2015.

The Company has also entered into various mining lease arrangements for purposes of exploring, and if warranted, developing and producing minerals from the underlying leasehold interests. The lease arrangements typically require advance royalty payments during the pre-production phase and a production royalty upon commencement of production, with previously advanced payments credited against the production royalties otherwise payable. Advance royalty commitments will vary each year as the Company adds or deletes properties. Minimum advance royalty payments total approximately $0.1 million annually. The mining lease arrangements start with a primary length that ranges between five to twenty years and are renewed at the Company’s discretion.

The Company is also required to pay an annual rental fee to the federal government for any unpatented mining claims, mill or tunnel site claims on federally owned lands at the rate of $140 per claim. The Company’s present inventory of claims would require approximately $0.2 million in annual rental fees, however, this amount will vary as claims are added or dropped. The length of fees is indefinite and is based on the Company’s discretion to maintain the claims.

15. Equity transactions:

The following provides a roll-forward of the Company’s beginning and ending common shares outstanding for the nine months ended September 30, 2013 and the year ended December 31, 2012.

	Number of Shares
	September 30,		December 31,
	2013		2012
Balance, beginning of the period		144,989,922		117,374,643
Equity Offering		36,400,000		17,250,000
Sprott credit agreement and amendment		675,240		618,556
Warrant exercises		-		8,459,911
Option exercises		150,544		1,286,812
Balance, end of the period		182,215,706		144,989,922

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

On September 24, 2013, the Company completed a bought-deal private placement conducted by Dundee Securities Ltd. and Sprott Private Wealth LP and issued 36.4 million common shares for gross proceeds of C$5.8 million and net proceeds of $5.3 million.

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

26

In the first quarter of 2012 and the first quarter of 2013 the Company issued Sprott 618,556 and 675,240 common shares, respectively, in consideration for its extension of its credit facility. As consideration for extending the credit facility, in the fourth quarter of 2013, the Company will issue6,562,500 common shares.

No warrants were exercised in the first nine months of 2013. In the twelve months of 2012, outstanding warrants to purchase 8,459,911 common shares were exercised at a price of C$0.70 per share. The following is a summary of the brokers’ warrants outstanding as of September 30, 2013.

	Remaining			Underlying
Expiration Date	Life in Years		Exercise Price	Shares
March 11, 2014		0.44	CAD$1.00		1,035,000

16. Stock Options Share-based compensation:

On May 7, 2013, the Company’s shareholders approved the renewal for another three years of the Company’s Stock Option Plan (the “Option Plan”).The Option Plan is administered by the Compensation Committee of the Board consisting entirely of independent directors. The maximum number of option shares issuable at any time is equal to 10 percent of the number of issued and outstanding shares on a non-diluted basis.As of September 30, 2013, there were a maximum of 18.2 million underlying shares available under the Plan of which 9.2 million have been granted and are outstanding.Directors and employees of or consultants to the Company or any of its affiliates are eligible to participate in the Option Plan. The Board may terminate or amend the Option Plan at any time and for any reason. The Option Plan does not have a termination date but according to TSX requirements all available and unreserved securities must be approved every three years by the directors and shareholders. Barring further amendments to the Option Plan, the shareholders will be asked to renew the Option Plan again in 2016.

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

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

27

The following table provides certain stock option disclosures for the periods months ended September 30:

	Three Months Ended				Nine Months Ended
	2013		2012		2013		2012
Stock-based compensation expense – millions	$	0.2	$	0.1	$	0.6	$	0.4
Intrinsic value of options exercised - millions	$	0.0	$	0.0	$	0.2	$	0.7
Fair value of awards vesting - millions	$	0.0	$	0.0	$	0.1	$	0.0
Cash received on option exercises - millions	$	0.0	$	0.0	$	0.0	$	0.0
Unamortized stock-based compensation expense - millions	$	0.3	$	0.2	$	0.3	$	0.2

The following table summarizes the weighted-average assumptions used in determining fair values of option grants during the periods ended September 30:

	Three Months Ended		Nine Months Ended
	2013	2012	2013	2012
Grant date fair value	N/A	CAD$0.36	CAD$0.41	CAD$0.38
Grant market price	N/A	CAD$0.90	CAD$1.02	CAD$1.06
Common share price at period-end	CAD$0.16	CAD$1.30	CAD$0.16	CAD$1.30
Expected volatility	N/A	58%	59%	58%
Expected option term - years	N/A	3.1	3.0	3.0
Risk-free interest rate	N/A	1.0%	1.3%	1.2%
Forfeiture rate	N/A	9.6%	8.8%	8.8%
Dividend yield	N/A	0%	0%	0%

The following tables summarize the stock option activity during the nine months ended September 30, 2013:

				Weighted		Weighted		Weighted		Aggregate
				Average		Average		Average		Intrinsic
	Number			Exercise		Fair Value		Remaining		Value
Outstanding Grants	(000's)			Price CAD		CAD		Contractual Life		Millions CAD
Balance, beginning of the period		9,533		$	0.82	$	0.32		3.0	$	2.7
Granted		375		$	1.02	$	0.41			$	-
Exercised/Released		(293	)	$	0.71	$	0.27			$	0.2
Cancelled/Forfeited		(410	)	$	1.00	$	0.39			$	-
Expired		-		$	-	$	-			$	-
Balance, end of the period		9,205		$	0.84	$	0.33		2.3	$	-
Vested and exercisable, end of the period		6,646		$	0.76	$	0.30		2.0	$	-
Vested and expected to vest, end of the period		9,085		$	0.83	$	0.33		2.2	$	-

17. Financial Risk Management:

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

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

28

For the third quarter 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 $1.2 million, respectively. For the third quarter 2012, if the price of gold averaged 10 percent higher or lower per ounce, the Company would have recorded an increase or decrease in revenue of approximately $1.4 million, respectively.

The Company may enter into gold derivative contracts (hedges) to mitigate the impacts of lower gold prices on its operations. Management and the Board have set a gold hedge limit of 50 percent of annual production plus a reserve tail of 25 percent of the life-of-mine production. The gold derivative contracts may include put and 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.

The only derivative contracts existing as of September 30, 2013 and December 31, 2012 were embedded forward gold sales in the 2009 Gold Bonds described in Notes 8 and 12. If the price of gold increases or decreases by 10 percent, our gold bond derivative liabilities existing as of September 30, 2013, would increase or decrease by $0.1 million, respectively. An increase in gold price increases the liability and an unrealized loss would be recognized; whereas a decrease in gold price decreases the liability and an unrealized gain would be recognized.

Subsequent to September 30, 2013, in October 2013, the Company placed hedges for 2,600 gold ounces in the first quarter of 2014. These set a floor on the sales price of $1,300 per ounce and set call-price participation at $1,425 per ounce. These hedges are a combination of forward sales at a discount and call options purchased with the discount to set a price at which the Company again profits from upward movements. No line of credit or margin was required to place these hedges.

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.

Equipment financing is restricted to $10 million at Briggs by a covenant in the 2009 Gold Bond agreement (See Note 12). A new covenant in the third amendment to the Sprott credit agreement (See Notes 10 and 20), entered in October of 2013, reduces permitted equipment financing to $10.5 million through December 31, 2013 and to $10.0 million for periods in 2014 through the loan expiration date of November 30, 2014.

The 2009 Gold Bond agreement includes a negative covenant preventing additional encumbrances at Briggs through its termination in December 2013. The Sprott credit agreement, as amended in October 2013, precludes additional borrowing, except for the Permitted Encumbrances. The Sprott credit agreement may be terminated early, however as amended, an early prepayment fee of 2 percent would be due Sprott.

29

Sprott Lending required a security interest in the Briggs Mine in order to refinance and extend its existing note. In October 2013, to accomplish this refinancing and by agreeing to grant such a security interest, the Company violated the negative pledge in the 2009 Gold Bonds not to create any further indebtedness at the Briggs Mine. In order to honor its obligations to the holders of the 2009 Gold Bonds, the Company, upon closure of the amended agreement with Sprott, will fund an escrow account with $1.1 million to provide certainty of the final Gold Bond payment due December 2013.

The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments as of the dates indicated. In both tables, extensions, subsequent to period-ends, of obligations due Sprott have 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 September 30, 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	$	7,548,500	$	7,059,600	$	488,900	$	-	$	-	$	-
Finance lease obligations		6,374,500		531,800		1,625,000		4,217,700		-		-
Derivative financial instruments		174,300		174,300		-		-		-		-
Long term debt obligations		20,437,100		1,133,000		5,129,400		14,174,700		-		-
Total	$	34,534,400	$	8,898,700	$	7,243,300	$	18,392,400	$	-	$	-

			Payments due by Period as of December 31, 2012
			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	$	7,163,500	$	6,642,500	$	521,000	$	-	$	-	$	-
Finance lease obligations		3,330,900		276,700		788,200		2,266,000		-		-
Derivative financial instruments		1,733,500		442,600		1,290,900		-		-		-
Long term debt obligations		26,601,400		3,738,900		9,630,133		13,232,367		-		-
Total	$	38,829,300	$	11,100,700	$	12,230,233	$	15,498,367	$	-	$	-

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 24 percent at September 30, 2013 and 27 percent at December 31, 2012. In 2013 through September 30, 2013, repayments of debt totaled $7.9 million and an issuance of equity raised $5.3 million. 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 is denominated in Canadian dollars. Changes in the CAD/USD exchange rate will proportionately affect the reported value of this liability. Otherwise, the Company’s assets, liabilities, revenues and costs are primarily denominated in USD, and not significantly impacted by foreign exchange risks. If the CAD to USD exchange rate increases or decreases by 10 percent, the reported value of the C$17.5 million debt obligation will increase or decrease by $1.5 million or $1.8 million, respectively.

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

30

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 is presently on care and maintenance. When it resumes development and operations and to the extent it sells ore and doré, distinguished from gold sales by Briggs, and generates trade receivables, credit risk will arise. Pinson has a life-of-mine contract to place, at its option, sulfide ore with a separate third-party processor, Barrick Gold Corporation (“Barrick”), who will also buy the resultant doré under agreed upon terms.

The embedded derivative in the 2009 Gold Bond was the only derivative contract outstanding as of September 30, 2013 and December 31, 2012. Since the 2009 Gold Bonds do not require further cash payments to the Company, they do not generate third party credit risk to the Company.

Equity securities price risk: The Company is exposed to equity securities price risk because of investments held as available-for-sale. These securities have typically been received in payment from joint venture or other business partners for obligations due. The fair value balances of available-for-sale securities at September 30, 2013 and December 31, 2012 were $101,900 and $83,900, respectively, representing the maximum potential losses from changes in prices of equity investments.

Fair value interest rate risk: The Company has only entered into debt agreements with fixed interest rates. Fixed interest rates expose the Company to fair value interest rate risks. There is the qualitative risk that a fixed rate liability will become uncompetitive in the future as market rates decline or the Company’s credit position improves. 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.

31

18. Cost of Sales:

The following presents principal components of cost of sales for the periods ended September 30:

	Three Months Ended						Nine Months Ended
	2013			2012			2013		2012
Mine operating costs, excluding depreciation and amortization	$	8,197,100		$	10,644,200		$	23,600,900	$	28,940,400
Increase (decrease) in gold inventory, excluding depreciation and amortization components		899,700			(1,655,500	)		1,702,400		(3,708,700	)
Production related depreciation and amortization		1,525,800			1,960,200			4,735,500		5,983,200
Adjustments to net realizable value		(600,900	)		-			765,500		-
Total cost of sales	$	10,021,700		$	10,948,900		$	30,804,300	$	31,214,900

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

19. Earnings per share:

The Company computes earnings per share (“EPS”) by applying the provisions of IAS 33. The weighted average dilutive securities included in the EPS calculation for the three months ended September 30, 2012 were 2,886,771 common share equivalents. Common share equivalents, which include share options and warrants to purchase common shares, for the three months ended September 30, 2013 and September 30, 2012 that were not included in the computation of diluted EPS because the effect would be antidilutive were 10.2 million and 6.2 million common share equivalents, respectively. The weighted average dilutive securities included in the nine months ended September 30, 2012 EPS calculation were 4,898,434 common share equivalents. Common share equivalents which include share options, warrants to purchase common shares, share grants and convertible debentures, for the nine months ended September 30, 2013 and 2012, that were not included in the computation of diluted EPS because the effect would be antidilutive were 10.2 million and 9.5 million, respectively. Because the Company reported a net loss for the three and nine months ended September 30, 2013, inclusion of common share equivalents would have an antidulitive effect on per share amounts and consequently, the Company’s basic and diluted EPS are the same for the three and nine months ended September 30, 2013.

20. Subsequent events:

In October 2013, the Company signed an agreement with Sprott to extend the term of the remaining $17.5 million credit facility with amortizing payments of C$0.5 million due each month commencing January 2014 and ending in November 2014, when the C$12 million balance of the loan is also due. The annual coupon rate was increased from 9 percent to 12 percent. Sprott was granted a security position in the Briggs mine. The agreement calls for the Company to raise an additional C$5.0 million in working capital by March 31, 2014 via the sale of non-core assets or other means. As consideration for extending the credit facility, upon closing Atna will issue 6,562,500 common shares to Sprott. The Sprott credit agreement, as amended, precludes additional borrowing, except for Permitted Encumbrances which are limited to $10.5 million in 2013 and $10.0 million in 2014 through the loan expiration. The credit agreement may be terminated early, however an early prepayment fee of 2 percent would be due Sprott.

32

In October 2013, the Company placed hedges for 2,600 gold ounces in the first quarter of 2014. These set a floor on the sales price of $1,300 per ounce and set call-price participation at $1,425 per ounce. These hedges are a combination of forward sales at a discount and call options purchased with the discount to set a price at which the Company again profits from upward movements. No line of credit or margin was required to place these hedges.

33