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

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

This Report

This discussion and analysis of the financial position and results of operations for Atna Resources Ltd. (“Atna” or the “Company”) is current through November 8, 2013 (the “Report Date”) and should be read in conjunction with the unaudited, interim, condensed, consolidated financial statements and the notes thereto for the quarter ended September 30, 2013 (“Third Quarter 2013”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company’s reporting currency is the United States dollar (“USD” or “$”) and all amounts are in USDs, except for noted disclosures that are made in Canadian dollars (“CAD” or “C$”). Additional information relating to the Company, including audited consolidated financial statements and the notes thereto for the years ended December 31, 2012 and 2011, annual report on Form 20-F, and all National Instrument 43-101 (“NI 43-101”) technical reports referenced herein, can be viewed on SEDAR atwww.sedar.com and on EDGAR atwww.sec.gov.

Description of Business

Atna is engaged in the exploration, development and production of gold, with its properties located primarily in the United States (“US”). The Company also has mineral interests in Canada. The Company is a reporting issuer in British Columbia, Alberta, Ontario and Nova Scotia. Atna trades on the Toronto Stock Exchange under the symbol “ATN” and in the US on the over-the-counter Bulletin Board under the symbol “ATNAF”.

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.

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.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

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 a pre-feasibility study for the Mag open-pit are ongoing.

Highlights for Third Quarter 2013 and through the Report Date:

· Briggs produced $2.2 million in operating cash flow inclusive of working capital adjustments.

· Briggs sold 9,147 ounces, an increase of 35 percent relative to Second Quarter 2013 primarily as a result of increased ore supply to the crushing plant.

· Unit production costs at Briggs declined 25 percent from $17.70 per ton crushed in Second Quarter 2013 to $13.27 per ton crushed in the Third Quarter 2013.

· The cash-cost of gold sold decreased 13 percent from $1,131 per ounce to $986 per ounce; and all-in sustaining cost decreased 23 percent from $1,409 per ounce to $1,084 per ounce in the Third Quarter 2013.

· The Third Quarter 2013 operating profit was nil, but interest expense and a realized loss on derivatives combined to yield a net loss of $1.2 million, ($0.01) per basic share. In prior quarters, interest associated with development projects was capitalized. However, with development projects largely on hold in the Third Quarter 2013, all interest was expensed.

· As of quarter-end, cash and cash equivalents were $2.8 million.

· Debt and accounts payable decreased by $5.4 million in the Third Quarter 2013 and by approximately an additional $1.3 million in October 2013.

· In September 2013, the Company closed a C$5.8 million private placement netting $5.3 million.

· No lost-time or medical-reportable accidents occurred within the Company during Third Quarter 2013.

· Strong gold recovery was demonstrated by column test work on mixed oxide ores crushed to a minus-2-inch size from the Mag open-pit project, adjacent to the Pinson-underground mine.

· In October 2013, the Company announced a restructuring of its C$17.5 million Credit Facility with Sprott Lending, deferring remaining principal payments into 2014.

Highlights for Three Quarters Ended September 30, 2013:

· Net cash provided by operating activities in the first three quarters of 2013 was $6.8 million.

· Briggs produced $11.7 million in operating cash flow, $8.6 million of this being before working capital adjustments.

· Gold production from Pinson and Briggs in the three quarters of 2013 totaled 28,137 ounces. Briggs is expected to produce 9,000 to 10,000 ounces in the fourth quarter of 2013, similar to Third Quarter 2013, an increase over volumes in the first half 2013 due to increased grade and ore availability.

· Atna generated a pre-tax loss of $2.0 million and a net loss of $1.5 million, ($0.01) per basic share, in the first three quarters of 2013.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Outlook and Strategy

Atna’s business model is principally one of adding value through the development and operation of precious-metal mines in the United States. Through the mining and production principally of gold, operations seek to provide positive cash flows and maximize the return on invested cash. The Company believes that unlocking the value of its extensive portfolio of gold resources, either through direct development and production or through the sale of assets to which value has been added, provides the greatest opportunity to add value for its shareholders. Atna’s core gold properties are located entirely in the western United States, an attractive part of the world for low-risk mine development.

While the gold price has been highly volatile over the last few quarters, it is widely believed that the gold market may be approaching a bottom and that future price improvements may be expected as the market moves through its traditional cycle. Atna believes that it has taken the steps required to be positioned to participate in that future.

Atna is making significant progress in its debt restructuring and reduction program and now is turning its focus towards adding value to its portfolio of advanced-stage gold projects. Productivity and cost reduction programs continue to improve performance at the Briggs Mine and the Company is poised to build shareholder value by advancing its development projects as gold market sentiment improves, financing opportunities become available, and mining property valuations increase. In preparation for that time, Atna continues to invest in the completion of engineering and permitting work for its core projects, which can be completed with modest cash outlays as follows.

· Reward Open-Pit Mine – update the resource base with recent drilling results and complete final design and layout work for construction.

· Mag Open-Pit Project at Pinson – Complete an NI 43-101 report to pre-feasibility-study level followed by completion of a mine plan of operation required to initiate the permitting process.

· Pinson Underground Mine – Revise the resource and reserve model to incorporate mine design changes based on experience gained during recent mining operations. Atna believes that operating the underground in tandem with the Mag open pit would reduce overhead and reduce risk, while allowing for low-cost processing of the underground oxide and mixed ores through a heap-leach process versus third party mills. The economic potential of the underground project may be substantially improved in this manner.

· Briggs Mine – Focus on reserve expansion opportunities to extend mine life, inclusive of pit expansion through cost reduction and the potential of underground mining.

· Cecil R – this is a satellite deposit to the Briggs Mine. Completion of engineering and permitting of Cecil R may potentially increase mine life at Briggs by an additional three to four years.

Also, during this period the Company will continue to raise cash through the disposition of non-core assets and to review opportunities to consolidate and grow its business through accretive transactions that may become available in this difficult market environment.

Mine Operations

Briggs Mine, California

The Briggs gold property (“Briggs”) was acquired by the Company in 1990. Briggs was initially constructed in 1995; production ceased in 2004 due to gold-market conditions, and commercial production recommenced in mid-2009. Briggs is a conventional open-pit mine that uses heap-leach gold recovery. Targeted metallurgical gold recovery is 80 percent. Briggs is located on the west side of the Panamint Range near Death Valley, California. No royalties are payable at Briggs. All of the mining claims are located on land administered by the Bureau of Land Management ("BLM").

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

In Third Quarter 2013, the mine produced 9,957 ounces and sold 9,147 ounces of gold, increases over Second Quarter 2013 of 45 percent and 35 percent, respectively. This increase in production following the completion of the Goldtooth South pre-stripping campaign in May is consistent with previous production guidance of 35,000 – 43,000 ounces for full year 2013. In the first half of 2013, the average stripping ratio at Briggs was elevated at 5.5 tons of waste per ton of ore to allow Briggs to complete a major waste stripping program to access ore in the Goldtooth South pit. This program resulted in access to new ore supplies in the Goldtooth pit, and the waste to ore ratio was decreased to 3.2:1 in Third Quarter 2013. Total ore tons crushed and placed on the leach pad increased by 23 percent over Second Quarter 2013.

Production details for Briggs for the five most recent quarters are shown in the following table.

	Third		Second		First		Fourth		Third
Production Statistics	Quarter 2013		Quarter 2013		Quarter 2013		Quarter 2012		Quarter 2012
Waste tons		1,975,071		2,505,800		2,635,600		1,718,900		1,201,100
Ore tons		624,110		562,205		371,800		599,200		634,600
Total tons		2,599,181		3,068,005		3,007,400		2,318,100		1,835,700
Strip ratio (waste / ore)		3.2		4.5		7.1		2.9		1.9
Ore grade (oz/ton)		0.019		0.019		0.022		0.019		0.017
Contained gold ounces mined		11,640		10,800		8,000		11,100		10,700
Gold ounces sold		9,147		6,775		7,650		9,568		8,600
Recoverable gold ounces in inventory		17,300		17,300		15,100		16,600		16,700
Cash cost of gold sales ($/oz) including net changes in production stripping and inventory	$	986	$	1,131	$	1,098	$	1,061	$	1,037
All-in sustaining cost ($/oz)	$	1,084	$	1,409	$	1,452	$	1,286	$	1,110

The cash cost of gold production decreased by 13 percent over second quarter results, due to increased gold ounces sold and productivity and cost improvements at Briggs. In June 2013, the work-force at Briggs was reduced by a total of sixteen and one ore truck, a loader and a drill were idled, significantly reducing monthly operating expenditures. This equipment was idled partially due to the completion of a major stripping program in May and partially as part of a restructuring and cost reduction effort in the face of the declining gold price.

Cash cost per gold ounce sold is a common gold mining industry measure and is therefore provided for benchmarking purposes. The measure may be useful as an indication of the average cash cost per ounce sold; but the measure does not reflect incremental costs or cash expenditures because fixed costs are included in the calculation, and capital spending is ignored by the measure. Under IFRS, there is no standardized definition of cash cost per gold ounce sold and therefore the measure may not be comparable to similar measures reported by other issuers. The Company calculates cash cost per gold ounce sold using the Gold Institute Standards, and the measure is calculated by subtracting depreciation, depletion, amortization, and silver by-product credits from cost of sales. Cost of sales includes all mine-site operating costs, mine-site overhead, production taxes, royalties, production stripping costs net of capitalization, secondary development costs, changes in inventory, and mine-site depreciation, amortization, and depletion.

All-in sustaining cost per ounce is a non-GAAP performance measure developed by the World Gold Council. The World Gold Council is a non-regulatory, non-profit, market development organization whose members include global senior mining companies. Quoting a June 2013 press release by the World Gold Council — “The World Gold Council … worked closely with its member companies to develop these non-GAAP measures which are intended to provide further transparency into (and comparability between) the costs associated with producing gold.” “The ‘all-in sustaining costs’ is an extension of existing ‘cash cost’ metrics and incorporates costs related to sustaining production (from current operations).” The Company believes that this measure will be useful to external users in assessing operating performance and the ability to generate free cash flow from current operations. This measure uses cash costs per ounce sold as its basis, and adds sustaining capital expenditures, general and administrative expenses, sustaining exploration and evaluation costs, and accretion and depletion of reclamation provisions, all allocable to the Briggs Mine. As this measure seeks to reflect the full cost of producing gold at current operations, it excludes capital expenditures to develop new operations and to materially enhance production or reserves at existing operations. Other cash expenditures, principally income tax payments and financing costs, are excluded. The World Gold Council issued guidance on the calculation of all-in sustaining cost in June of 2013, and this Third Quarter 2013 report is the first presentation of this metric by the Company, although comparable figures, consistently determined, are presented in this Report.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

The following schedule reconciles cost of sales to cash-cost per gold ounce sold and to all-in sustaining cost for the periods indicated.

	Nine Months Ended September 30,
	2013			2012
Total cost of sales	$	30,804,300		$	31,214,900
Less - mining related depreciation and amortization		(4,735,500	)		(5,983,200	)
Less - silver by-product credits		(217,800	)		(258,200	)
Less - adjustment of inventory to net realizable value		(765,500	)		-
Total cash cost of sales	$	25,085,500		$	24,973,500
Ounces sold		23,572			26,077
Total cash cost per ounce sold	$	1,064		$	958
Additional sustaining costs per ounce sold:
General & administrative costs - Corporate allocation	$	25		$	22
Accretion of Asset Retirement Obligation	$	8		$	6
Sustaining exploration expenditures	$	7		$	3
Sustaining capital expenditures	$	193		$	104
All-in sustaining cost per ounce sold	$	1,297		$	1,093

Briggs produced $2.3 million in positive operating cash flow in Third Quarter 2013, net of $0.6 million used for working capital, principally payments to vendors resulting in a reduction in trade-payables of $1.3 million. In Third Quarter 2013, Briggs’ income before tax was $1.9 million, inclusive of a $0.6 million write-up in inventory to its full weighted average cost, reversing the write-down of inventory of $1.4 million in Second Quarter 2013. Despite the average price of gold sales declining from $1,436 per ounce in Second Quarter 2013 to $1,308 per ounce in Third Quarter 2013, cash flows, exclusive of working capital adjustments, and earnings improved in Third Quarter 2013 as a result of increased productivity and cost reductions. Unit production costs were reduced in Third Quarter 2013 relative to Second Quarter 2013 as stronger ore supply resulted in increased productivity in the crushing plant and mining costs were reduced due to larger, more productive working areas on the mining benches and reduced haulage cycles in the period.

Briggs’ production costs on a per-ton-mined and processed basis are summarized below for the indicated quarters.

Briggs Mine Average Operating Cost Per Ton
Function	Basis	Q3 2013		Q2 2013		Q1 2013		Q3 2012
Mining	$/ton of material, ore & waste	$	1.46	$	1.49	$	1.62	$	2.12
Mining	$/ton of ore crushed	$	5.82	$	8.64	$	13.35	$	5.04
Crushing	$/ton of ore crushed	$	2.49	$	2.96	$	3.70	$	3.56
Leach and Plant	$/ton of ore crushed	$	2.37	$	2.67	$	3.54	$	1.62
Site Gen and Admin	$/ton of ore crushed	$	2.59	$	3.43	$	5.15	$	2.73
Total Operating Cost	$/ton of ore crushed	$	13.27	$	17.70	$	25.74	$	12.95

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Capital additions, on a cash-flow basis and inclusive of mine development and production stripping, aggregated approximately $1.3 million in the Third Quarter 2013. Sustaining capital expenditures for the fourth quarter of 2013 are expected to be between $0.3 million and $0.5 million. As of September 30, 2013, the cumulative cost of Briggs’ property, plant, mine development, and mineral interests net of depreciation and amortization was $28.4 million.

In June 2013, Briggs received a Notice of Violation (NOV) in connection with the fact that one of its four stationary diesel generators does not meet State of California emission standards for diesel toxic control measures. The Company is currently negotiating the remediation of this NOV with the State of California.

Briggs is committed by terms of the 2009 Gold Bonds to pay bondholders the equivalent of 814 ounces of gold in the last quarter of 2013 at near-quarter-end market prices. The Gold Bonds are scheduled to be fully repaid by year-end 2013. Funds to make the final Gold Bond payment will be placed into escrow under the terms of the Third Modification to the Sprott Lending Agreement upon closing of that agreement.

DEVELOPMENT PROPERTIES

Reward Mine, Nevada

Reward is located on approximately 2,214 acres in southwestern Nye County, Nevada, about 5.5 miles south-southeast of the town of Beatty. The leases and patented claims each carry a 3 percent NSR royalty. No modern commercial mining activities have been undertaken previously at Reward; it is a ‘green-field’ project which the Company believes it can develop with a comparatively low capital investment relative to many other properties.

Upon completion of the planned construction activities, Reward will be a conventional open-pit mining operation with ore crushing and heap-leach gold recovery. Mining operations at Reward will utilize conventional 100-ton open pit trucks and 15-yard loaders. Mined ore will be crushed to minus 3/8 inch and placed on a lined pad for leaching and gold recovery. Target gold recovery is 80 percent for the project. Process solutions will be captured in solution tanks and circulated through activated carbon to capture entrained gold. A recent trade-off study recommends the processing of loaded carbon at Reward versus transport for processing at either Briggs in Inyo County, California, or at a third-party processing facility.

Planned start-up capital costs total $34.5 million for crushing and process plants, facilities and infrastructure, mobile mining fleet, capitalized stripping and funding of surety bonds; however this is likely to increase by the time the development occurs. Offsite infrastructure development requirements for the project have been completed. The production water well, wildlife exclusion fencing, electrical power lines, and road improvements were completed in 2011. Reward’s carrying cost as of June 30, 2013 was $11.2 million, net of accumulated depreciation.

Current ore reserve estimates assume an 80 percent processing recovery rate based on metallurgical test results. The Reward operation is expected to produce approximately 215,000 ounces of recovered gold over a seven-year mine life. The life of mine waste-to-ore strip ratio is expected to be 2.9.

Substantially all permits required for mine development and operating activities have been received. The US Bureau of Land Management signed the Record of Decision and Finding of No Significant Impact to approve development of Reward in August 2009. In January 2010, the Nevada Division of Environmental Protection issued a Reclamation Permit that became effective February 7, 2010. This permit, subject to the placement of a total of $5.9 million in reclamation bonds, will allow Atna to construct the Reward Mine. Approximately $0.9 million of the bonding is in place, and the balance is expected to be placed prior to commencing final construction. Reclamation bonds may be subject to inflation and other adjustments. Other major permits, including the Class II Air Quality Operating Permit, Water Pollution Control Permit, and a Permit to Change Point of Diversion, Manner of Use and Place of Use of The Public Waters, have also been issued by the State of Nevada.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Gold mineralization at Reward is controlled principally by the Good Hope fault zone; a sheeted, steeply dipping, north-south-trending quartz-vein zone. Adjacent to the Good Hope fault, the phyllitic quartzite, siltstone, and shales dip moderately to the east (45 degrees) and are host to more disseminated gold mineralization associated with narrow iron oxide veinlets (after pyrite) and minor quartz veining. The Reward gold deposit has been sampled by 351 holes totaling more than 132,500 feet drilled by a number of mining entities over the past 15 years including the Company. Gold mineralization has been encountered over a strike length of more than 2,400 feet and to a depth of 700 feet along the Good Hope fault. The width of mineralization within the structural zone ranges from a few feet to up to 200 feet and the bedded zones along the southeastern flank of the main Reward deposit attains thicknesses in excess of 300 feet. Mineralization in the Good Hope structure and the bedded zones along the southeastern margins of the deposit remains open at depth and along strike to the south. To date, other than exploration and development drilling, no mining operations have been conducted at Reward.

In July 2012, the Company announced the results of the “NI 43-101 Technical Report, Reward Gold Project, Nye County, Nevada” dated June 29, 2012 with an effective date of December 31, 2011 (the “Reward Report”) prepared by Fred Barnard, PhD, AIPG-CM, Greg Chlumsky, MMSA, Michael J. Read, SME-RM, Matthew P. Reilly, P.E. and Robert L. Sandefur, P.E. of Chlumsky, Armbrust & Meyer LLC, an independent engineering firm. Each of the foregoing persons is an independent qualified person in accordance with NI 43-101. Atna contracted with Chlumsky, Armbrust, & Meyer LLC of Lakewood, Colorado, to prepare the Reward Report in order to consolidate information in relation to the mineral resource estimate, mineral reserve estimate and update the feasibility information for Reward. Projected project economics at varying gold prices are shown in the following table.

Gold Price	$1,200			$1,300			$1,400			$1,500			$1,600
Cash Flow (US $Million)	$	75.0		$	94.6		$	114.2		$	133.8		$	153.5
NPV @5% (US $Million)	$	52.8		$	68.6		$	84.4		$	100.2		$	116.0
IRR		38.4	%		48.0	%		57.5	%		66.9	%		76.1	%
Payback (Years)		2.6			2.2			2.1			2.0			1.9
C2-Cash Cost* (US $/oz)	$	569		$	576		$	584		$	592		$	600
C3-Full Cost** (US$/oz)	$	847		$	855		$	863		$	871		$	878

* C2 cash cost includes all direct operating costs, royalties and severance taxes

** C3, full cost, includes C2 costs plus capital cost recovery

Reward Report Highlights(M=million)

Mine Production Rate: 6,500 ore tons per day

Mine Life: seven years

Average Gold Recovery: 80% (60% in first two months)

Crush Size: 80% passing 1/2 inch

Life of Mine Strip Ratio: 3.1:1 (waste: ore)

Initial Capital Cost: $34.5M (including $5.5M in capital leases and $2.2M in contingency)

Phase 2 Expansion Capital: $6.9M (including $1.2M bond collateral)

Underlying NSR royalty: 3.0%

Average Annual Gold Production: 35,000 ounces

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

During First Quarter 2013, the Company completed a drilling program to continue to evaluate the southern and southeastern margins of the main Reward gold deposit. This drilling continues to find extensions of the known zones of mineralization, but the drill-hole penetrations are not sufficiently dense to produce expansions of the reserves at the current time. Additional drilling will be required to move these promising extensions into reserves, although the Company provides no assurances that such reclassification can or will be achieved. Gold resources at Reward havenot yet been updated to reflect this recent round of drilling.

Detailed Drill Results – Q1-2013 Drill Program

	From-feet (meters)		To-feet (meters)		Length-feet (meters)		*True Thickness- feet (meters)		ounces/ton Au (grams/tonne Au)
RW13-022(Azimuth 270, Angle -65)
		185 (56.4)		230 (70.1)		45 (13.7)		39 (11.9)		0.025 (0.84)
RW13-038(Azimuth 270, Angle -65)
		350 (106.7)		495 (150.9)		145 (44.2)		101 (30.8)		0.020 (0.68)
Including		355 (108.2)		405 (123.4)		50 (15.2)		35 (10.7)		0.036 (1.24)
RW13-039(Azimuth 0, Angle -90)
		225 (68.6)		310 (94.5)		85 (25.9)		36 (11.0)		0.016 (0.54)
RW13-040(Azimuth 0, Angle -90)
		420 (128.0)		505 (153.9)		85 (25.9)		61 (18.6)		0.017 (0.57)
RW13-041(Azimuth 0, Angle -90)
		75 (22.9)		100 (30.5)		25 (7.6)		20 (6.1)		0.028 (0.95)
		245 (74.7)		255 (77.7)		10 (3.0)		8 (2.4)		0.014 (0.43)
RW13-042(Azimuth 90, Angle -70)
		240 (73.1)		355 (108.2)		115 (35.1)		109 (33.2)		0.020 (0.69)
RW13-043(Azimuth 0, Angle -90)
		635 (193.5)		685 (208.8)		50 (15.2)		42 (12.8)		0.011 (0.37)
RW13-044(Azimuth 0, Angle -90)
		130 (39.6)		200 (61.0)		70 (21.3)		66 (20.1)		0.016 (0.56)
		215 (65.5)		310 (94.5)		95 (29.0)		83 (25.3)		0.029 (0.98)
RW13-045(Azimuth 90, Angle -75)
		610 (185.9)		665 202.7)		55 (16.5)		42 (12.8)		0.019 (0.66)
RW13-046(Azimuth 0, Angle -90)
		340 (103.6)		355 (108.2)		15 (4.6)		14 (4.3)		0.024 (0.81)
		395 (120.4)		740 (225.6)		345 (105.2)		320 (97.5)		0.022 (0.76)
Including		400 (121.9)		420 (128.0)		20 (6.1)		18.5 (5.6)		0.059 (2.02)
Including		570 (173.7)		670 (204.2)		100 (30.5)		93 (28.3)		0.030 (1.01)
RW13-048(Azimuth 0, Angle -90)
		345 (105.2)		530 (161.5)		185 (56.4)		170.5 (52.0)		0.025 (0.84)
RW13-049(Azimuth 90, Angle -75)
		390 (118.9)		470 (143.2)		80 (24.4)		75 (22.9)		0.041 (1.42)
		520 (158.5)		570 (173.7)		50 (15.2)		48 (14.6)		0.016 (0.55)
RW13-050(Azimuth 0, Angle -90)
		365 (111.2)		485 (147.8)		120 (36.6)		118 (36.0)		0.057 (1.95)
Including		390 (118.9)		435 (132.6)		45 (13.7)		44 (13.4)		0.109 (3.73)
		555 (169.2)		635 (193.5)		80 (24.4)		73 (22.2)		0.013 (0.46)

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

* True thickness is an estimated value based upon interpreted strike and dip of the mineralized zone and drill hole intercept orientation through the mineralization. The actual thickness may be less than or greater than the estimated value given in the table if geologic interpretation changes with increased drill hole density.

The data produced by this drilling program, combined with recently acquired information for five drilled holes not previously in the database have been added to the drill-hole database and will form the basis for an updated resource estimate.

Mag Open Pit Project at Pinson, Nevada

The Pinson mine previously operated as an open-pit mine with gold produced from oxide ores through heap-leach and oxide mill recovery. Between 2004 and 2011, the Pinson joint venture conducted substantial drilling from surface in and around the existing open pits providing new information and expanding the mineral resources. The Company evaluated this new information, which resulted in the development of a substantial measured and indicated mineral resource containing 981,700 gold ounces that the Company believes to be amenable to open-pit mining and heap-leach gold recovery. This resource is adjacent to but separate from the underground resource.

The Company initiated in early 2013 a study to determine the economic feasibility of developing the section 33 pit, which resides only on private property owned by Atna. A second goal of this study is to develop information needed to produce a Mine Plan of Operations to be submitted to the NDEP to commence the permitting process for this pit. Engineering work on this project commenced in January 2013 and initial mine pit, leach pad and waste dump designs were completed. Additional column leach test-work on material collected in a 2012 drilling program was completed in the third quarter 2013 with positive results. The Company expects to complete a pre-feasibility study level NI 43-101 Technical Report in the first quarter of 2014.

Column leach testing of weakly oxidized to oxidized samples indicated an average 65 percent gold recovery from all ore types at a minus 2-inch-crush size over a 60-day leach cycle. Nearly 90 percent of the ultimate recovery was realized in the first 30 days of the leach cycle. These results confirm heap leach recovery achieved from the previous operation.

Three column leach composites were selected from the drilled sample materials to evaluate three ore types: 1) Weak to moderately oxidized ore-grade material (Column P-1); 2) visually unoxidized ore-grade material with low Preg-borrowing characteristics crushed to 80% passing 2-inch size (Column P-2) and ½ inch size (Column P-5); and 3) Unoxidized ore-grade material with high Preg-borrowing characteristics and low bottle roll cyanide solubility (Column P-3). Additionally, a fourth column (P-4 a composite of P-1, P-2, & P-3) was tested which combined the three ore-types to simulate the real leach pad environment where all ore types are stacked on the leach pad and become part of the overall leach column. Details of the column leach testing are displayed in the following table.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Test ID	Composite		Crush Size	Days under leach		% Gold Recovery1			Gold Extracted (oz/ton)		Tail Assay (oz/ton)		Calculated Head (oz/ton)		Head Assay (oz/ton)
P-1		Mag-Column-1	-2"		63		61.8	%		0.021		0.013		0.034		0.033
P-2		Mag-Column-2	-2"		65		82.4	%		0.042		0.009		0.051		0.049
P-5		Mag-Column-2	-1/2"		62		82.0	%		0.041		0.009		0.050		0.049
P-3		Mag-Column-3	-2"		64		50.9	%		0.029		0.028		0.057		0.045
P-4		Mag-Column-4	-2"		64		65.3	%		0.032		0.017		0.049		0.042
P-1,2,3		Average	-2”		64		65.03	%		0.031		0.017		0.047		0.042

¹Recovery is based upon Calculated Head and Tails assays.

NaCN consumption was moderate with an average of 2.79 pounds per ton and lime additions were elevated at 17.4 pounds per ton of ore. Lime additions were made specifically to elevate the pH of the leach solution to a 11.5-12.0 to optimize gold recoveries based upon bottle roll testing which yielded, on average, an eight percent increase in gold recovered when compared with conventional leach solution standards at a pH of 10 to 10.5. Elevation of the pH, in the case of the Mag Pit mineralization has the effect of decreasing the preg-borrowing characteristics of the materials allowing for a greater overall gold recovery. Another material result of the testing was the comparison between the -2” crushed column (P-2) with a duplicate sample split crushed to the finer, -1/2” sized material. There was nearly no difference in the ultimate recovery which indicates the project will not require a tertiary crushing circuit to liberate the gold.

This project is currently unpermitted and will be subject to Nevada’s complete permitting process prior to the commencement of mining. Atna believes that operating the Mag open-pit project in conjunction with the Pinson underground mine will produce significant cost reductions in the underground project. These savings include the ability to heap leach the oxide and mixed ores previously transported to Jerritt Canyon and Twin Creeks for processing at a lower cost. In additional, substantial sharing of overhead expenses between the underground operation with the open-pit operation is envisioned.

Pinson Underground Mine, Nevada

Pinson is located in Humboldt County, Nevada, about 30 miles east of Winnemucca. Development of the Pinson underground mine commenced in early 2012 and mine ramp-up began in late 2012 with increasing development and production output through this period. At the end of June 2013, the mine was placed on care and maintenance status until such time that a revised mine plan has been developed and additional financing can be arranged. A number of factors led to the decision to place the mine on care and maintenance. These included: deteriorating gold market conditions; Atna’s limited financial ability to support ongoing development; lower than expected ore-mining productivity during development; a higher operating cost structure than anticipated; and the need for additional development to create a sufficient number of ore mining faces to allow a self-sustaining operation.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

A total of 4,100 feet of primary and secondary development was completed at the Pinson-underground mine during 2013 and 2012. The primary spiral was driven to the 4530 level and both top cut and underhand ore mining occurred in three Ogee-zone stope blocks. An additional five stope blocks were partially developed and may be completed from the existing spiral. These stopes in total contain over 80,000 in-place ounces of gold reserve in 250,000 tons of ore. As of September 30, 2013, Pinson’s underground and potential open-pit areas have a combined net carrying cost of $65.4 million. Since the acquisition of the remaining 70 percent interest in Pinson in September 2011, the Company expended approximately $40.2 million on development of the Pinson Mine, net of pre-production sales.

Sulfide and mixed oxide ores mined during development operations were processed at the Jerritt Canyon roaster facility, owned by Veris Gold USA Inc., and oxide ores were processed at Newmont's Twin Creek's oxide mill. The following table summarizes all ore processed.

Pinson Ore Processing Summary

Lot #	Date	Type	Dry Tons		Grade, Oz/Ton		Contained Ounces		Recovery			Recovered Ounces		Payable Ounces
N-1	Jun-12	Oxide		1,553		0.353		548		92.6	%		508		376
N-2	Dec-12	Oxide		3,404		0.246		837		90.1	%		755		438
N-3	Mar-13	Oxide		4,867		0.092		448		69.2	%		310		143
N-4	Mar-13	Oxide		3,478		0.293		1,019		89.2	%		909		582
N-6	May-13	Oxide		3,436		0.417		1,433		84.8	%		1,215		947
V-1	May-13	Sulfide		8,152		0.290		2,364		87.4	%		2,067		2,039
V-2	Jul-13	Sulfide		2,583		0.259		669		87.7	%		586		578
N-7	Jul-13	Oxide		2,676		0.223		597		81.3	%		485		282
Totals				30,148				7,915					6,834		5,383

Pinson-underground contains numerous ore zones. The principal zones are the Ogee (OG), Range Front (RF), Adams Peak (AP) and the CX. To date, ore has been mined only from the OG zone. The Pinson deposits are structurally controlled Carlin type deposits. Mineralization is emplaced as karst fillings and carbonate replacements. Mineralization includes oxide, mixed, and sulfide ores that require different types of processing for gold recovery. Mining has not proceeded to the depth at Pinson where sulfide ore, unmixed with oxide, have been encountered.

Care and maintenance activities include mine examinations in the main mine access / decline to monitor ground conditions, water elevations and air quality. One surface well is being used to de-water underground mine workings. Water is being discharged into two existing rapid infiltration basins and a third basin is permitted for construction. In addition, environmental monitoring continues as part of the permit requirements.

Pinson is permitted to extract by underground mining up to 400,000 tons of ore per year for offsite processing. Atna provided the State of Nevada with approximately $0.8 million of bonding to date and will post an additional of $0.9 million in the fourth quarter of 2013.

Pinson underground ores are subject to a 6.0 percent Net Smelter Return ("NSR") royalty payable to underlying landholders. A NSR royalty is a defined percentage of the gross revenues from a mining operation, less a proportionate share of incidental transportation, insurance, refining and smelting costs. A subsidiary of Barrick Gold Corporation is entitled to a 10 percent, net profits royalty, that is payable after all development expenditures are recaptured and the first 120,000 ounces of gold have been sold.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Columbia Project, Montana

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

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

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

The Columbia mineral resource estimate is summarized in the following table utilizing a cut-off gold grade of 0.02 oz/ton, which is calculated utilizing operating cost and expected recovery parameters as developed in the Columbia PEA with supporting metallurgical test work.

	Tons		Gold		Contained		Silver		Contained
Category	(X1,000)		(oz/ton)		Gold Ozs		(oz/ton)		Silver Ozs
Measured		5,370		0.047		254,400		0.116		624,103
Indicated		11,294		0.043		487,300		0.093		1,045,867
Measured and Indicated		16,664		0.045		741,700		0.100		1,669,880
Inferred		10,705		0.042		453,600		0.083		885,323

Columbia PEA Highlights:

· Projected average annual production of approximately 70,000 ounces of gold and 96,000 ounces of silver over a nine-year mine life at an estimated cash cost of $639 per ounce of gold, net of by-product credits.

· Pre-tax discounted net present value of $111.5 million at $1,025 per ounce of gold and $16.60 per ounce of silver at discount rate of five percent, yielding an internal rate of return of 27 percent.

· Estimated capital expenditures of $72.2 million and a payback of 3.3 years.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

The economic results of the Columbia PEA are dated, having been prepared in 2010, and both capital and operating costs are subject to change due to inflation of costs over time. The Columbia PEA contemplates a conventional open pit truck/loader mining operation with sequential pit waste backfill and a conventional 5,000 ton per day gravity and flotation mill to produce both doré and a gold and silver concentrate. Concentrates would be sold to third-party processing facilities. The initial design seeks to minimize environmental impact by incorporating dry tailings for pit backfill versus a conventional wet tailings dam.

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

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

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

· An evaluation of the permitting requirements of the project.

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

· Feasibility and project optimization studies.

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

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

Additional metallurgical test work will be conducted utilizing samples from this drilling program to further support the currently selected flotation and gravity gold recovery process. Atna's goal is to continue to develop base data to support the completion of a Mine Plan of Operations as a basis to commence the permitting process at Columbia.

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

Gold mineralization at Columbia is considered a Tertiary-age, low-sulfidation, epithermal volcanic-hosted quartz-adularia vein system. Mineralization is associated with two high-angle fault zones which host the two principal vein and stockwork vein zones known as the Columbia and Donnely veins. The veins are exposed on the surface for over 7,000 feet (2,100 m) in a north-south direction and have been explored to a depth of over 500 feet (150 m) vertically. Gold and silver mineralization is accompanied by broad zones of argillic to propylitic alteration of the dominantly mafic volcanic flows which host the deposit.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

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

Cecil R Project, California

Cecil R is located four miles north of Briggs. The Company completed an initial NI 43-101 compliant mineral resource estimate and technical report titled “NI 43-101 Technical Report Mineral Resource Estimate Cecil R Gold Deposit, Inyo County, California USA” dated March 2, 2010 (the “Cecil R Report”) prepared by Fred Barnard, PhD and Robert L. Sandefur, P.E. of Chlumsky, Armbrust & Meyer LLC. Each of the foregoing persons is an independent qualified person in accordance with NI 43-101. The following table displays the mineral resource estimate using a cutoff grade of 0.01 oz/ton. This cutoff grade is higher than the cutoff grade utilized at Briggs to account for potentially increased ore haulage costs at Cecil R.

	Tons		Gold		Contained
Category	(X1,000)		(oz/ton)		Ounces
Measured		858		0.024		20,800
Indicated		2,382		0.022		52,700
Measured and Indicated		3,240		0.023		73,500
Inferred		5,144		0.019		99,400

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

In late 2012, a scoping level economic study was commenced on the Cecil R project. This non-NI 43-101 compliant report produced positive results, and the Company believes this justifies continued work on the project. Additional work will be planned as financing becomes available. The Cecil R open-pit project may be required to comply with the California Backfill Regulation. Further study and legal review will be required to fully assess the impact of these regulations on the Cecil R project.

EXPLORATION PROPERTIES

Clover, Nevada

The Clover gold exploration property (“Clover”) is situated approximately 42 miles (67.5 kilometers) northeast of Winnemucca in Elko County, north-central Nevada, and consists of 255 unpatented lode claims covering approximately 2,000 acres (810 hectares). Access is via all-weather gravel roads off Nevada State Route 18 and accessed from Interstate 80 at the Golconda exit. Under an agreement dated March 11, 2003, the Company acquired a 100 percent interest in 22 claims on Clover, subject to a three percent NSR royalty. The Company is seeking a new venture partner to carry out additional exploration at the property.

The Clover prospect is a low sulfidation epithermal, vein-hosted gold prospect situated along the northern margin of the Midas trough, on the southwest flank of the Snowstorm Mountains. The property is underlain by mid-Miocene aged, bi-modal volcanic rocks on the western margin of the Northern Nevada Rift.  These rocks are the stratigraphic equivalents to the units that host bonanza veins in the Midas district.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Sand Creek Uranium Joint Arrangement, Wyoming

In August 2006, the Company and Uranium One Exploration USA Inc, (“Uranium One”) formed the Sand Creek Joint Venture (“Sand Creek JV”). The area of interest for the Sand Creek JV covers an area of approximately 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.

Montana Mineral Rights

Atna owns approximately 860,000 acres of mineral rights in western Montana. The fee mineral rights underlay surface rights owned by other parties. The lands and mineral rights are comprised primarily of lands assembled in the early 1900s by the former Anaconda Company for their timber and mineral potential. The lands occur in thirteen counties in the mountainous terrain west of the Continental Divide, with most of the lands being located within 50 miles east and west of Missoula, extending to the Idaho State line, and within 60 miles west of Kalispell in northwestern Montana. The mineral rights contain many known occurrences of mineral commodities including gold, silver, copper, barite and phosphate. From time to time, the Company engages in the sale of various parcels of mineral right interests.

During the third quarter 2013, the Company sold 17,294 acres of mineral rights in Missoula County for a total of $0.2 million. A second transaction is arranged to sell an additional 2,264 acres in Missoula and Ravalli Counties for a total of approximately $25,000 in October, 2013.

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. The property is located on a sedimentary-hosted, copper-silver occurrence similar to the copper-gold mineralization at the Troy, Rock Creek and Montanore deposits located to the northwest in Lincoln County, Montana. Copper-silver mineralization is strataform and hosted by units of the Bonner Formation of the Precambrian Belt Super Group. Anaconda Corporation drill-tested the Blue Bird Prospect in the late-1970s and early-1980s and more recently General Minerals Corporation, which had an option on the property, tested the property. Historic Anaconda drill-hole intercepts include 19 feet grading 1.93 percent copper and 0.88 oz/ton silver. The Company is offering this property for joint venture.

Canadian Properties, Yukon and British Columbia

The Wolf polymetallic prospect is located in the Pelly Mountains of southeastern Yukon. The property is currently held as a joint venture with the Company controlling 65.6 percent and Veris Gold Corporation (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.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

ROYALTY INTERESTS

Atna controls a number of NSR royalty interests on properties in both North and South America. These royalties are the result of property sales and property option exercises. The summary list is shown below:

Property	Location	Operator	Atna NSR			Metal
Uduk Lake	BC, Canada	Canarc Resource Corp		3.00	%	Au
Adelaide	Nevada, USA	Wolfpack Gold		0.5% to 1.5	%	Gold
Tuscarora	Nevada, USA	Wolfpack Gold		0.5% to 1.5	%	Gold
Celeste	Chile, Region II	Coro Mining		0.50	%	Copper
Atlanta	Nevada, USA	Meadow Bay		3.00	%	Gold

RECLAMATION PROPERTY

Kendall, Montana

Kendall is located approximately 20 miles north of Lewistown, Montana. Kendall was developed as an open-pit, heap-leach gold mine that operated from 1988 to its closure in 1995. Leaching of the remaining gold in the heap-leach pads continued through early 1998. Kendall produced approximately 302,000 ounces of gold and 136,000 ounces of silver from 1988 through 1998.  From 1998 to the present time, the Company has continued with closure activities.

The Kendall permit area covers approximately 1,040 acres of which approximately 448 acres are disturbed.  As of December 31, 2012, a total of 432 acres or approximately 97 percent of the disturbed mining area has been reclaimed. CR Kendall has approximately $2.3 million on deposit in an interest-bearing account with the Montana Department of Environmental Quality (“MDEQ”) for reclamation at Kendall. A further $0.2 million surety bond is on deposit.

Kendall operated under permits issued by MDEQ and other regulatory agencies. The MDEQ has approved portions of the closure plan related to re-contouring, re-vegetation, drainage and heap dewatering, and heap closure. The Company believes that reclamation earthwork at the site is substantially complete. Water management and treatment at the site will be continued for the foreseeable future.

In April 2012, Kendall entered into an agreement with the MDEQ, whereby Atna agreed to provide financial support to complete a final EIS closure study. As part of this agreement, Kendall submitted on July 25, 2012 an application to the MDEQ providing a final closure and reclamation plan for the Kendall mine site. The MDEQ has agreed to perform a completeness review of this plan supported by a closure EIS. The EIS will be managed by the MDEQ in consultation with Kendall. Any costs in excess of the EIS project budget will be shared equally between CRK and the MDEQ. No work has commenced on this study.

As reclamation objectives at Kendall are achieved, parcels of land are being made available for purchase to the general public. In late 2010, 58.4 acres were donated to the Montana Council of the Boy Scouts of America. In 2011, Kendall completed sales of 304.8 acres of reclaimed land in three parcels and in June 2013, approximately 135 acres were sold to private parties. Kendall retains the water rights associated with the sold parcels as well as right-of-access to conduct environmental monitoring and additional reclamation, if required.

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

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Summary of Mineral Reserves and Resources

The mineral reserve and resource figures below are estimates, subject to forward-looking-statement limitations. All reserve and resource figures are considered current as of reported dates indicated in the footnotes to the tables. The scientific and technical information about the Company’s mineral properties contained in this Report has been prepared under the supervision of, reviewed by and approved by William Stanley, a Registered Member of the Society for Mining, Metallurgy and Exploration, a Licensed Geologist, and the Company's Vice President Exploration, and Daniel Saint Don, a Professional Engineer in the province of Ontario and the Company’s Vice President and Chief Operating Officer, both “qualified persons” as that term is defined in NI 43-101.

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

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

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

Gold Mineral Reserves - Proven and Probable^{(1, 2, 3)}

Category	Tons (x 1,000)		Au (oz/ton)		Contained Ounces
Briggs(1) – 100% Atna
Proven		4,536		0.020		89,281
Probable		4,753		0.020		94,170
Briggs Reserves		9,290		0.020		183,451
Reward(2) – 100% Atna
Proven		3,810		0.024		91,602
Probable		8,536		0.021		177,645
Reward Reserves		12,347		0.022		269,248
Pinson Underground(3) – 100% Atna
Proven		1,003		0.366		367,736
Probable		736		0.373		274,500
Pinson Underground Reserves		1,739		0.369		642,236
Total Reserves		23,376		0.047		1,094,935

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

⁽¹⁾ Briggs mineral reserve summary is based on a 0.007 oz/ton incremental leach cut-off grade calculated using $1,490 per ounce gold within a $1,300 pit design supported by the report titled “2012 NI 43-101 Technical Report on the Briggs Mine, Inyo County, California” dated May 29, 2012 with an effective date of March 26, 2012 (the “Briggs Report”) prepared by Alan C. Noble, P.E. of Ore Reserves Engineering, Michael J. Read, SME-RM of Chlumsky, Armbrust & Meyer LLC, William R. Stanley, SME-RM, V.P. Exploration of the Company, and Douglas E. Stewart, P.E., and former V.P. & COO of the Company. The May 29, 2012 NI 43-101 compliant study was based on a gold price of $1,300. Messrs. Noble and Read are independent qualified persons in accordance with NI 43-101 and Messrs. Stanley and Stewart are non-independent qualified persons in accordance with NI 43-101. The Briggs Report was filed on SEDAR on May 22, 2012. The mineral reserve has been updated and reconciled for mine production in 2012 and iscurrent as of December 31, 2012.

⁽²⁾ Reward mineral reserve is current as of December 31, 2012, using a>$0.01 net incremental value and $1,490 per ounce gold price within a $1300 pit design, is supported by the Reward Report filed on SEDAR on July 9, 2012.

⁽³⁾ Pinson Underground reserve is current as of December 31, 2012, reported using a $1,300 gold price and a cutoff grade of 0.2oz/ton and has been reconciled for mine development production in 2012, as supported by the Pinson Report filed on SEDAR on May 31, 2012.

Gold Mineral Resources - Measured, Indicated and Inferred^{(1, 2, 3, 4, 5, and 6)}

Category	Tons (x 1,000)		Au (oz/ton)		Contained Ounces
Measured
Briggs(1, 2)		10,358		0.021		214,522
Reward(1, 3)		4,692		0.023		106,400
Pinson Underground(1, 4)		1,611		0.355		572,636
Pinson Open-pit(4)		21,158		0.035		732,000
Columbia(5)		5,370		0.047		254,400
Cecil R(6)		858		0.024		20,800
Total Measured		44,047		0.043		1,900,758
Indicated
Briggs(1, 2)		20,293		0.019		383,700
Reward(1, 3)		13,363		0.019		256,200
Pinson Underground(1, 4)		1,301		0.383		498,000
Pinson Open-pit(4)		4,307		0.058		249,600
Columbia(5)		11,294		0.043		487,300
Cecil R(6)		2,382		0.022		52,700
Total Indicated		52,940		0.036		1,927,500
Measured and Indicated
Briggs( 1, 2)		30,651		0.020		598,222
Reward(1, 3)		18,055		0.020		362,600
Pinson Underground(1, 4)		2,912		0.368		1,070,636
Pinson Open-pit(4)		25,466		0.039		981,700
Columbia(5)		16,664		0.045		741,700
Cecil R(6)		3,240		0.023		73,500
Total Measured and Indicated		96,988		0.039		3,828,358

-18-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Category	Tons (x 1,000)		Au (oz/ton)		Contained Ounces
Inferred
Briggs(2)		12,940		0.018		228,600
Reward(3)		4,757		0.014		65,600
Pinson Underground(4)		2,236		0.378		845,900
Pinson Open-pit(4)		824		0.034		28,300
Columbia(5)		10,705		0.042		453,600
Cecil R(6)		5,144		0.019		99,400
Total Inferred		36,606		0.047		1,721,400

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

Category	Tons (x 1,000)		Ag (oz/ton)		Contained Ounces
Measured(5)		5,370		0.116		624,013
Indicated(5)		11,295		0.093		1,045,867
Total Measured and Indicated		16,665		0.100		1,669,880
Total Inferred(5)		10,705		0.083		885,323

⁽¹⁾ Mineral Resources for Briggs, Reward and Pinson Underground include Proven and Probable Reserves

⁽²⁾ Briggs Report, dated May 29, 2012; 0.006 oz/ton gold cut-off, adjusted for 2012 production and other changes during production.

⁽³⁾ Reward Report, dated June 29, 2012; 0.006 oz/ton gold cut-off

⁽⁴⁾ Pinson Report, dated May 25, 2012; 0.20 oz/ton gold cut-off (Underground); 0.010 oz/ton gold cut-off (Open-pit)

⁽⁵⁾ Columbia PEA, dated June 2, 2010; 0.020 oz/ton gold cut-off.

⁽⁶⁾ Cecil R Report, dated March 2, 2010; using a 0.010 oz/ton gold cut-off.

-19-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Summary of Quarterly Results

Following is selected quarterly financial information for the eight most recent quarters. The information is reported in USD, in accordance with IFRS, consistently applied.

Results for Quarter ended	Sep-13			Jun-13			Mar-13			Dec-12
Revenues, gold and by-product sales	$	12,030,500		$	9,784,200		$	12,521,400		$	16,494,500
Percent change from previous quarter		23	%		-22	%		-24	%		16	%
Percent change from prior period		-15	%		-38	%		-21	%		16	%
Average gold price per ounce sold	$	1,308		$	1,436		$	1,625		$	1,714
Percent change from previous quarter		-9	%		-12	%		-5	%		4	%
Percent change from prior period		-21	%		-11	%		-3	%		2	%
Gold ounces sold		9,147			6,775			7,700			9,600
Percent change from previous quarter		35	%		-12	%		-20	%		12	%
Percent change from prior period		6	%		-16	%		-18	%		14	%
Cost of sales, excluding depreciation & fair-value Adj.	$	9,096,800		$	7,714,900		$	8,491,600		$	10,253,900
Percent change from previous quarter		18	%		-9	%		-17	%		14	%
Percent change from prior period		1	%		1	%		-1	%		29	%
Cost of sales, excluding Depr. & fair-value Adj., per Oz. sold	$	995		$	1,139		$	1,103		$	1,068
Percent change from previous quarter		-13	%		3	%		3	%		20	%
Percent change from prior period		-5	%		21	%		20	%		13	%
Inventory fair-value adjustment to net realizable value	$	600,900		$	(1,366,400	)	$	-		$	-
Depreciation and amortization, cost of sales	$	1,525,800		$	1,582,700		$	1,627,000		$	2,111,900
Depreciation and amortization, cost of sales, per Oz sold	$	167		$	234		$	211		$	220
General & administrative expense, including depreciation	$	1,273,400		$	1,159,700		$	1,337,900		$	1,688,000
Exploration and property-maintenance expense	$	748,000		$	204,000		$	308,100		$	529,500
Site restoration expense	$	-		$	-		$	-		$	392,800
Interest expense	$	(992,600	)	$	(211,100	)	$	(102,900	)	$	(145,400	)
Realized and unrealized gain (loss) on derivatives	$	(189,700	)	$	811,900		$	171,900		$	367,300
Other income (expense) not listed above	$	23,000		$	(111,000	)	$	85,800		$	(84,400	)
Income tax recovery (expense) , net	$	-		$	669,900		$	(93,500	)	$	632,100
Net (loss) income after income tax for the quarter	$	(1,171,900	)	$	(1,098,500	)	$	818,100		$	2,288,000
Basic (loss) income per share	$	(0.01	)	$	(0.01	)	$	0.01		$	0.02

-20-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Results for Quarter ended	Sep-12			Jun-12			Mar-12			Dec-11
Revenues, gold and by-product sales	$	14,236,800		$	13,159,600		$	15,872,400		$	14,194,900
Percent change from previous quarter		8	%		-17	%		12	%		N/A
Average gold price per ounce	$	1,647		$	1,613		$	1,683		$	1,675
Percent change from previous quarter		2	%		-4	%		0	%		N/A
Gold ounces sold		8,600			8,100			9,400			8,400
Percent change from previous quarter		6	%		-14	%		12	%		N/A
Cost of sales, excluding depreciation	$	8,988,700		$	7,623,000		$	8,620,000		$	7,930,700
Percent change from previous quarter		18	%		-12	%		9	%		N/A
Cost of sales, excluding depreciation, per ounce sold	$	1,045		$	941		$	917		$	944
Percent change from previous quarter		11	%		3	%		-3	%		N/A
Depreciation & Amortization, cost of sales	$	1,960,200		$	1,799,000		$	2,224,000		$	2,101,700
Depreciation & Amortization, cost of sales, per Oz sold	$	228		$	222		$	237		$	250
General & administrative expense, including depreciation	$	1,042,900		$	1,083,300		$	1,088,500		$	1,519,300
Exploration and property-maintenance expense	$	783,800		$	292,500		$	127,500		$	119,700
Site restoration benefit	$	-		$	-		$	-		$	(136,500	)
Interest expense	$	(298,100	)	$	(406,700	)	$	(474,600	)	$	(522,500	)
Realized and unrealized (loss) gain on derivatives	$	(841,100	)	$	282,900		$	(562,700	)	$	235,800
Other income not listed above	$	184,500		$	(183,000	)	$	87,100		$	148,000
Income tax (expense) benefit, net	$	228,300		$	(52,200	)	$	(1,001,800	)	$	9,094,700
Net income after income tax for the quarter	$	734,800		$	2,002,800		$	1,860,400		$	11,616,000
Basic income per share	$	0.01		$	0.02		$	0.02		$	0.10

The Company’s financial results are not significantly impacted by seasonality. Quarterly income and expenses vary depending on the volume of ore mined and processed; ore grades; stripping ratios; labor, diesel, chemical, tire, and maintenance costs; realized and unrealized gains and losses on derivatives; gains or losses on the sale of investments and disposals of properties; debt levels and interest charges, and other factors.

Gold price trends indicated above reflect global market conditions. Gold prices declined significantly in Second Quarter 2013 when gold prices fell to $1,192 per ounce on June 28^th. The Company realized an average sales price per gold ounce of $1,625 in First Quarter 2013, $1,436 in Second Quarter 2013, and $1,308 in Third Quarter 2013.

Volumes sold relate directly to operating capacity and production. In the quarter ended September 2011, the initial ramp-up of operations after re-start was completed at Briggs. In the quarters ended through December 2012, Briggs sold between 8,100 and 9,700 ounces per quarter with variations due to changes in mined ore grades; the degree of production stripping activities; disruptions principally related to mechanical failures of equipment; and changes in work-in-process inventory levels. In the first and second quarters of 2013, a focus on stripping of new pit-areas, principally the Goldtooth-South pit, led to a decline in gold production and hence the ounces sold declined to 7,700 and 6,775 ounces, respectively. During the third quarter of 2013, gold sales increased to 9,147 ounces, a significant increase from first and second quarter results, primarily due to the added availability of ore in the Goldtooth-South pit. Production statistics, inclusive of stripping ratios, grades and recoveries, and Briggs’ costs are discussed above under “Briggs Mine, California”.

-21-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Changes in cost of sales, excluding depreciation, have been consistent with changes in volumes and also have been impacted by changes in the underlying production costs per unit. Cost of sales, excluding depreciation, declined by 13 percent to $995 per ounce in Third Quarter 2013. Completion of the pre-stripping campaign in the Goldtooth-South pit at the end of May 2013 made additional ore available and also, importantly, allowed the idling of mining equipment used in this program with a corresponding reduction in personnel. Addressing costs in prior quarters — Third Quarter 2012 costs increased due to residual cost and productivity impacts from the Second Quarter 2012 failure of the secondary crusher and an unusual cycling of high-cost wear items, primarily tires, conveyor belts, and other conveyor components. While maintenance costs and residual impacts of the crusher outage diminished in the Fourth Quarter 2012, other than being carried forward as a component of inventory, mining productivity issues caused costs per unit to remain at a relatively high level. In the first half of 2013, per-unit-costs remained high due to lower production levels, commensurate with waste stripping of new pit-areas, and due to costs carried forward within inventory.

The carrying-cost of inventory at Briggs was relatively high at the end of Second Quarter 2013 due to operating issues in the second half of 2012 and due to the focus on pre-stripping of new pit areas in the first half of 2013. When gold prices fell to $1,192 per ounce on June 28, 2013, the business day closest to quarter-end, the Company recognized a $1.4 million write-down to adjust the carrying-cost of the inventory at Briggs down to its then estimated net realizable value less costs of completion. This entry was reversed in Third Quarter 2013 when gold prices rose to $1,327 per ounce at quarter-end, however the write-up was to an updated and lower weighted-average-cost, as a consequence of the lower costs incurred in Third Quarter 2013, and hence the reversal totaled $0.6 million, $0.8 million less than the original write-down.

Depreciation and amortization within cost of sales has been relatively consistent on a cost-per-unit basis, except at noted below. On a per-unit basis, depreciation, which includes the amortization of mine development costs and the cost of mineral reserves, declined for the three quarters ended March 31, 2013 reflecting a lesser degree of ongoing mine development and capital spending. However, the aforementioned capitalized stripping activities and lower levels of production caused the depreciation per unit to increase in Second Quarter 2013. The depreciation per ounce of $167 for Third Quarter 2013 is an anomaly. The write-down to adjust the carrying-cost of the inventory at Briggs to net realizable value, discussed in the preceding paragraph, was treated as a decrease in the depreciation component of the inventory, so as inventory was sold in Third Quarter 2013, it generated a lower depreciation cost per unit sold. The Company estimates that the depreciation cost per unit would have been approximately $242 per ounce in Third Quarter 2013 if not for the subject adjustment, relatively consistent with the prior quarter.

General and Administrative expenses have also been relatively consistent between quarters, reflecting limited growth in staff, the amortization of options granted, and the use of consultants through First Quarter 2013. The reduction in Second Quarter 2013 reflects the effects of cost reductions. These cost reductions were sustained in Third Quarter 2013, but they were off-set by one-off legal and consulting charges.

Exploration and property-maintenance expenses vary directly with projects undertaken and the degree of certainty of future benefit. Third Quarter 2012 exploration and property-maintenance expenses were higher than in each of the prior three quarters shown as drilling programs were undertaken at the Mag open-pit project and Columbia. In Fourth Quarter 2012, exploration and property-maintenance expenses principally consisted of infill-drilling programs at Briggs. In First Quarter 2013, exploration and property-maintenance expense principally consisted of work related to the feasibility-study commenced for the Mag open-pit, in-fill drilling at Briggs, and ongoing maintenance of the Reward property. In Second Quarter 2013, exploration and property-maintenance expense principally consisted of work related to the feasibility-study for the Mag open-pit project, but a gain of $0.1 million for the sale of the Uduk Lake exploration property was included in the net exploration and property-maintenance expense recognized. In Third Quarter 2013, exploration and property-maintenance expense principally consisted of demobilization and care and maintenance costs for the Pinson-underground mine.

-22-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Until Third Quarter 2013, interest expense trended down as debt was reduced and new debt, associated with the acquisition and development of Pinson, was instead capitalized. When debt, including existing corporate debt, is used to fund material capital projects such as the development of the Pinson mine, accounting guidance (IFRS) requires the related interest on the debt to be capitalized as part of the cost of the project. Given the hold placed on Pinson development in June 2013, $0.1 million of interest was expensed in June 2013 instead of being capitalized. Interest expense of $1.0 million in Third Quarter 2013 includes $0.6 million in interest paid, $0.3 million in amortization of loan discounts and ARO accretion, and $0.1 million in accrued interest due a Pinson-vendor for extended payment terms.

Realized and unrealized gains and losses on derivatives relate directly to market movements in the price of gold and the embedded forward sales in the 2009 Gold Bonds. Please see descriptions of these derivatives and the 2009 Gold Bonds in the footnotes to the financial statements and in this MD&A.

Income tax recoveries and expenses recorded relate to the current period’s results, to the deferred tax provision related to changes in longer-term projections, and to updates in the expected use of the Company’s deferred net operating losses (NOL’s). In the quarter ended December 31, 2011, the Company recognized a significant deferred tax asset based on the expectation of future benefits associated with the utilization of prior NOL’s. In Second Quarter 2013, the Company recognized a standard tax recovery based on the results of the first half of the year. For the Third Quarter 2013, the Company decided to reassess the probability and forecasted timing of future taxable profits from what are now development properties prior to recognizing additional tax recoveries.

Results of Operations – Third Quarter 2013 versus Third Quarter 2012

Atna generated a net loss of $1.2 million, ($0.01) per basic share, and a pre-tax loss of $1.2 million for the Third Quarter 2013. These quarterly results compare to net income of $0.7 million, $0.01 per basic share, and pre-tax income of $0.5 million for the Third Quarter 2012. Significant elements of the $1.9million decrease in net income between the two quarters are presented below.

· Gold and silver revenues decreased $2.2 million, or 15 percent, to $12.0 million in the Third Quarter 2013. While gold ounces sold increased from 8,600 ounces to 9,147 ounces, a 6 percent increase resulting principally from a 12 percent increase in average ore grade, 0.019 Oz/ton versus 0.017 Oz/ton, the average price realized per gold ounce sold decreased from $1,647 to $1,308, a 21 percent decrease.

· Cost of sales, excluding depreciation, was $9.1 million in Third Quarter 2013 and $9.0 million in Third Quarter 2012, an increase of $0.1 million and 1 percent. Sales volumes increased 6 percent, so a net 5 percent decrease in cost relates to decreasing average per unit costs. Completion of the pre-stripping campaign in the Goldtooth-South pit at the end of May 2013 made additional ore available and also, importantly, allowed the idling of mining equipment used in this program and a corresponding reduction in personnel. Residual costs, particularly those due to stripping activities in the first half of 2013, were carried forward as part of the cost of the inventory sold, so the 5 percent decrease reflects only a portion of the cost reductions achieved in the Third Quarter 2013.

· Briggs ending inventories were written-down to net realizable value, less costs to complete, at June 30, 2013, resulting in recognition of a $1.4 million non-cash expense in Second Quarter 2013. This entry was reversed in Third Quarter 2013 when gold prices rose to $1,327 per ounce at quarter-end, however the write-up was to an updated and lower weighted-average-cost, as a consequence of the lower costs incurred in Third Quarter 2013, and hence the reversal totaled $0.6 million, $0.8 million less than the original write-down.

-23-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

· Depreciation and amortization, cost of sales, decreased $0.4 million, 22 percent, in Third Quarter 2013. The units-of-production method of calculating depreciation generally causes depreciation to vary with the volume sold, which increased 6 percent between the quarters, however depreciation expense was reduced by approximately $0.7 million in Third Quarter 2013 by a portion of the aforementioned write-down of inventory flowing through cost of sales.

· General and administrative expenses, exclusive of depreciation, increased $0.2 million, or 16 percent, in Third Quarter 2013. Increased stock-option expenses and salaries were offset by reductions in ongoing consulting and travel, however approximately $0.2 million of one-off legal and consulting charges were incurred in Third Quarter 2013.

· Exploration and property-maintenance expenses were $0.7 million in Third Quarter 2013 and $0.8 million in Third Quarter 2012. In Third Quarter 2013, exploration and property-maintenance expense principally consisted of demobilization costs and care and maintenance costs for the Pinson-underground mine. The Company estimates that ongoing expenses for maintaining Pinson have been reduced to approximately $0.2 million per quarter. Third Quarter 2012 exploration and property-maintenance expenses were principally for pre-feasibility drilling programs undertaken at the Mag open-pit project and Columbia.

· Interest expense increased $0.7 million to $1.0 million in the Third Quarter 2013 principally as interest was no longer capitalized to the Pinson-underground development project.

· The realized and unrealized losses on derivatives were lessened by $0.7 million, declining to a loss of $0.2 million in Third Quarter 2013. This was a direct result of the lower gold price in Third Quarter 2013. The derivatives, embedded in the 2009 Gold Bonds, are based on a strike price of $1,113 per ounce.

· Other income decreased from $0.2 million to roughly nil in the Third Quarter 2013. In Third Quarter 2012, the Company recognized an insurance settlement of $0.4 million for damages to the secondary crusher, partially offset by $0.2 million of losses for write-offs of a damaged haul-truck engine and torn pond netting.

· For the Third Quarter 2013, the Company decided to reassess the probability and forecasted timing of future taxable profits from what are now development properties prior to recognizing additional tax recoveries. In Third Quarter 2012, a standard tax provision of $0.2 million was recognized based on the earnings during the quarter. Estimated tax recoveries and expenses reflect the expected use of NOL carry-forwards and percentage depletion allowed under U.S. tax rules.

As of September 30, 2013, cash and cash equivalents were $2.8 million, a $0.7 million increase since June 30, 2012. The significant elements underlying this net increase in cash in Third Quarter 2013 are presented below with comparisons to Third Quarter 2012.

· In Third Quarter 2013, cash of $0.4 million was provided by operations, exclusive of working capital adjustments that consumed $0.5 million principally for reductions in accounts payable. In Third Quarter 2012, cash of $3.4 million was provided by operations, exclusive of working capital adjustments that consumed $2.0 million principally for increases in inventory. The decline of $3.0 million in cash provided by operating activities, exclusive of working capital changes, followed principally the decrease in gold prices.

· $2.6 million was used to pay for mine development and to acquire capital equipment in Third Quarter 2013 compared to $4.9 million used principally at Pinson in Third Quarter 2012. Of the $2.6 million expended, approximately $1.8 million was expended for development at Pinson and $0.7 million was expended for sustaining development and equipment at Briggs.

· Capital spending at Pinson was offset in part by collections on pre-production sales of $1.2 million in Third Quarter 2013 and $0.6 million in Third Quarter 2012.

· No interest was capitalized in Third Quarter 2013. $0.6 million of interest-paid was capitalized for Pinson in Third Quarter 2012.

-24-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

· Briggs was engaged in stripping activities in active pits (also referred to as “production stripping”) in the Third Quarter 2013 and expended $0.6 million on these activities. Nil was expended on such stripping activities in Third Quarter 2012.

· $1.1 million of cash was used by Briggs in Third Quarter 2013 as collateral on reclamation bonds replaced in the prior quarter and on which a refund of collateral had been received in the prior quarter. In aggregate during the two quarters, cash collateral was reduced by approximately $0.6 million. In Third Quarter 2012, collateral held by sureties was increased by $0.1 million for bonds on Kendall and Columbia.

· In Third Quarter 2013, the Company sold surplus equipment, principally from Pinson, and property providing $0.6 million.

· In Third Quarter 2012, the Company sold securities previously received in exchange for property interests providing $0.4 million.

· Stock issued in Third Quarter 2013 to address liquidity issues provided the Company $5.3 million. Stock issued in Third Quarter 2012 to partially fund the development of the Pinson-underground mine provided $16.3 million.

· $2.0 million was used for the repayment of debt in Third Quarter 2013 compared to $1.4 million used for debt repayments in Third Quarter 2012.

· No warrants were exercised in Third Quarter 2013 while $0.5 million was provided through the exercise of warrants in Third Quarter 2012.

Results of Operations – Three Quarters Ended September 30, 2013 versus Three Quarters Ended September 30, 2012

Atna generated a net loss of $1.5 million, ($0.01) per basic share, and a pre-tax loss of $2.0 million in the first three quarters of 2013, “Year to Date 2013”. These results compare to net income of $4.6 million, $0.04 per basic share, and pre-tax income of $5.4 million in the first three quarters of 2012, “Year to Date 2012”. Significant elements of the $6.1million decrease in net income between the nine-month periods are presented below.

· Gold and silver revenues decreased $8.9 million, or 21 percent, to $34.3 million Year to Date 2013. The average price realized per gold ounce sold decreased from $1,649 to $1,448, a 12 percent decrease.Gold ounces sold decreased from 26,076 ounces to 23,568 ounces, a 10 percent decrease resulting principally reduced production in the first half of 2013as Briggs focused on capitalized pre-stripping of the Goldtooth South pit.

· Cost of sales, excluding depreciation, was $25.3 million Year to Date 2013 and $25.2 million Year to Date 2012, an increase of $0.1 million and virtually nil percent. Sales volumes decreased 10 percent, so this nil decrease relates to increased per unit costs in the first half of 2013 (Note in the discussion above that Third Quarter 2013 costs per unit decreased 5 percent.). The division of the total cost of production over a lower volume of production was the principal factor leading to the increased per unit cost. Briggs focused on capitalized pre-stripping of new pit-areas in First Half 2013, so the mining of ore decreased, less ore was crushed, and less ore was placed on the leach pad for recovery, causing gold production to decrease. Additionally residual costs, particularly those due to mining inefficiencies in Fourth Quarter 2012 and higher maintenance costs in Third Quarter 2012, were carried forward as part of the inventory sold in First Half 2013. The Company uses a rolling weighted average cost to value its inventory, so a portion of past cost is included in the cost of sales for each unit sold.

· Briggs ending inventories were written-down to net realizable value, less costs to complete, at June 30, 2013, resulting in recognition of a $1.4 million non-cash expense in Second Quarter 2013. This entry was reversed in Third Quarter 2013 when gold prices rose to $1,327 per ounce at quarter-end, however the write-up was to an updated and lower weighted-average-cost, as a consequence of the lower costs incurred in Third Quarter 2013, and hence the reversal totaled $0.6 million, $0.8 million less than the original write-down.

-25-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

· Depreciation and amortization, cost of sales, decreased $1.2 million, 21 percent, Year to Date 2013. Depreciation expense was reduced by approximately $0.7 million in Third Quarter 2013 by a portion of the aforementioned write-down of inventory flowing through cost of sales; this accounts for 12 percent of the 21 percent change. The units-of-production method of calculating depreciation generally causes depreciation to vary with the volume sold, a 10 percent decrease.

· General and administrative expenses, exclusive of depreciation, increased $0.5 million, 16 percent, Year to Date 2013. This increase relates to the amortization of an increased number and valuation of granted stock options and increased salaries and one-off expenses of approximately $0.2 million incurred in Third Quarter 2013.

· Exploration and property-maintenance expenses increased $0.1 million to $1.3 million. Year to Date 2013, exploration and property-maintenance expense principally consisted of costs for demobilization, care and maintenance for the Pinson-underground mine, pre-feasibility study for the Mag open-pit project, and the completion of infill drilling at Briggs. Year to Date 2012 exploration and property-maintenance expenses were principally for pre-feasibility drilling programs undertaken at the Mag open-pit project and Columbia.

· Interest expense increased $0.1 million to $1.3 million Year to Date 2013. In 2012 and in First Half 2013 most interest was capitalized to the Pinson-underground project. Interest-bearing debt decreased in 2013 through the scheduled principal repayments of the 2009 Gold Bonds and equipment notes and the repayment of C$2.5 million of the Sprott loan. Capitalized leases were increased, principally for two haul trucks costing $2.8 million, and the effective rate on this lease is 3.9 percent.

· The realized loss on derivatives was lessened by $0.6 million, declining to a loss of $0.8 million Year to Date 2013. This was a direct result of changes in gold prices upon derivatives embedded in the 2009 Gold Bonds. These derivatives are based on a strike price of $1,113 per ounce.

· The unrealized gain on derivatives was increased by $1.3 million Year to Date 2013 to $1.6 million. Changes in period-end gold prices on the embedded forward derivatives in the 2009 Gold Bonds drove the gains in both periods. The valuation of the outstanding forwards at September 30, 2013 was based on a strike price of $1,113 per ounce; a market valuation of $1,327 per ounce, and 814 ounces remaining under contract.

· Tax recovery was $0.6 million Year to Date 2013 and tax expense was $0.8 million Year to Date 2012. Tax recoveries and expenses reflect the expected use of NOL carry-forwards and percentage depletion allowed under U.S. tax rules.

As of September 30, 2013, cash and cash equivalents were $2.8 million, a $16.5 million decrease since December 31, 2012. The significant elements underlying this net decrease in cash Year to Date 2013 are presented below with comparisons to the nine-month period, Year to Date 2012.

· Year to Date 2013, $6.8 million was provided by operations, inclusive of a $3.5 million provided by decreases in net working capital. Year to Date 2012, $9.2 million was provided by operations, inclusive of $3.3 million used by increases in net working capital. A decline of $9.1 million in net cash provided by operating activities, exclusive of working capital changes, was partially offset by $6.7 million in working capital changes, principally by a decrease in inventory of $5.9 million. The $9.1 million decrease follows principally from the decrease in pre-tax income and resulted for reasons previously noted when discussing changes in income.

· $25.0 million was used for mine development and to acquire capital equipment Year to Date 2013 compared to $13.3 million used principally at Pinson Year to Date 2012. Of the $25.0 million expended, approximately $19.3 million was expended for development at Pinson and $4.9 million was expended for development and equipment at Briggs.

· Capital spending at Pinson was offset in part by collections on pre-production sales of $6.5 million Year to Date 2013 and $0.6 million Year to Date 2012.

-26-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

· Additionally, $1.2 million of interest was capitalized for Pinson Year to Date 2013, and $1.5 million of interest was capitalized for Pinson Year to Date 2012.

· In addition to the pre-stripping (removal of overburden) included in development, Briggs was engaged in stripping activities in active pits (also referred to as “production stripping”). $2.4 million was expended on these stripping activities Year to Date 2013 and $0.5 million was expended Year to Date 2012.

· Year to Date 2013, collateral on reclamation surety bonds was decreased $0.7 million through a combination of agreements requiring less collateral and increases related to bonding requirements. Year to Date 2012, collateral held by sureties was reduced $0.4 million.

· Less than $0.1 million was received from the sale of investments Year to Date 2013. Year to Date 2012, $0.8 million was received from the sale of investments, previously received from the sale of property interests.

· Year to Date 2013, the Company sold surplus equipment, principally from Pinson, and property providing $0.7 million.

· No warrants and few options were exercised Year to Date 2013. The exercise of warrants Year to Date 2012 provided $2.8 million.

· Stock issued in 2013 to address liquidity issues provided the Company $5.3 million. Stock issued in 2012 to partially fund the development of the Pinson-underground mine provided $16.3 million.

· $7.9 million was used for the repayment of debt Year to Date 2013, inclusive of C$2.5 million repaid to Sprott, compared to $4.1 million used for debt repayments Year to Date 2012.

Contractual Obligations

The Company’s material contractual obligations as of September 30, 2013 follow. Extension, subsequent to quarter-end, of obligations due Sprott have been reclassified to the later appropriate columns.

			Payments due by Period
			Less than						More than
	Total		1-year		1-3 years		4-5 years		5-years
Long term debt obligations	$	20,437,100	$	6,262,400	$	14,174,700	$	-	$	-
Finance lease obligations		6,374,500		2,156,800		4,217,700		-		-
Operating lease obligations		322,700		155,500		165,800		1,400		-
Asset retirement obligations		7,863,900		489,500		1,233,700		1,726,300		4,414,400
Total	$	34,998,200	$	9,064,200	$	19,791,900	$	1,727,700	$	4,414,400

Off-Balance Sheet Arrangements

The Company had no outstanding off-balance sheet arrangements aside from those noted in the contractual obligations table above; i.e. the standard operating leases.

Liquidity and Capital Resources

Atna expects that cash requirements over the next 12 months, including those for servicing existing debt, can be met through a combination of cash flow from operations, the sale of assets, and existing cash. Additional financing may be generated from the issuance of debt, convertible bonds, equity, other asset sales, or combinations thereof, as market conditions allow. Current assets included cash of $2.8 million and approximately 17,300 ounces of recoverable gold inventories at a net realizable value of approximately $23.0 million assuming a gold price of $1,327 per ounce. Net working capital at September 30, 2013, adjusted for the terms of the October 2013 amendment to the Sprott note, is approximately $7.3 million (Current assets of $23.4 million less Current liabilities of $29.0 million plus $12.9 million reclassified from current to long-term liabilities as a result of the October 2013 amendment to the Sprott note).

-27-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Past cash requirements were met through the use of a combination of operating cash flows, debt and equity financings, and asset sales. Many equipment additions and replacements have been funded through low-cost capital leases and equipment notes. For example, in First Quarter 2013, haul trucks costing $2.8 million were secured via a capital lease with an effective rate of 3.9 percent.

In September of 2012, the Company completed a C$17.25 million equity offering. The use of proceeds was the funding of Pinson-underground mine development. In September of 2013, the Company completed a C$5.8 million equity offering to address liquidity issues that arose in Second Quarter 2013 following extensive capital spending for Pinson-underground mine development and pre-stripping of the new Goldtooth South pit at Briggs.

In August 2011, the Company arranged a C$20 million one-year note with Sprott to finance the acquisition of the remaining 70 percent interest of Pinson and to begin the development of the Pinson-underground mine. In September 2011, the Company acquired the remaining 70 percent of Pinson for 15 million shares of common stock, $15 million in cash, and other consideration. In February of 2012, the term of the C$20 million note with Sprott was extended into 2013 to allow time for the development of Pinson. In first quarter 2013, the remaining credit facility of C$17.5 million with Sprott was extended with C$1.46 million due each month commencing September 30, 2013 and ending on August 29, 2014. To better match the repayment schedule for the Sprott note with Briggs’ projected cash flows as Pinson’s development had been placed on hold, in October 2013, the remaining credit facility of C$17.5 million with Sprott was extended with C$0.5 million due each month commencing January 31, 2014 and ending November 30, 2014, with a balloon payment of C$12.0 million also due on November 30, 2014.

The Company plans to continue to invest in the completion of engineering and permitting work on its core projects, which can be completed with very modest cash outlays. Over the next year, the Company intends to complete or advance studies, designs and/or permitting for the Reward Mine, the Mag open-pit project at Pinson, Pinson-underground mine, the Briggs mine, and the Cecil-R project.

The principal use of funds anticipated within the next 12 months is expected to be the reduction of debt. C$4.5 million is due Sprott through September 30, 2014. The last principal and estimated derivative payment of approximately $1.0 million is due on the 2009 Gold Bonds on December 31, 2013. Principal payments of $3.1 million are due on equipment leases and notes within the next 12 months. Approximately $1.5 million is due Pinson vendors at this time, and the Company intends to pay these trade-obligations by December 31, 2013. Cost reductions continue to be enacted to increase cash flows from operations. Asset sales are being pursued by the Company.

Briggs is expected to produce and sell 9,000 to 10,000 ounces of gold in the fourth quarter of 2013 at an average cash cost of between $900 and $950 per ounce, generally consistent with Third Quarter 2013 results. Remaining sustaining capital expenditures for fourth quarter of 2013 are expected to be between $0.3 million and $0.5 million.

Financing Transactions

Equity Issuances: In March 2013, 0.7 million shares were issued for fees related to the second extension of the credit line with Sprott at a deemed price of $0.78 per share, valued at $0.5 million.

Upon closure of the amended loan agreement with Sprott, 6.6 million shares will be issued for related fees at a deemed price of C$0.16 per share, valued at C$1.05 million.

In September 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.

-28-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

A roll-forward of the Company’s common shares outstanding as of September 30, 2013 follows.

	Number of Shares
Balance, beginning of the period		144,989,922
Sprott credit agreement, second amendment		675,240
Option exercises		150,544
Equity Offering		36,400,000
Balance, end of the period		182,215,706

As of the November 8, 2013, the Report Date, 182,215,706 common shares were outstanding.

Debt Issuance / Extensions: In March of 2013, Atna and Sprott agreed to an extension of the remaining C$17.5 million credit facility with 12 equal monthly payments due Sprott commencing September 30, 2013 and ending on August 29, 2014. In October 2013, the Company signed another 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. Total Permitted Encumbrances have been limited by the agreement to $10.5 million through December 31, 2013 and to $10.0 million from January 1, 2014 to the loan maturity date of November 30, 2014.

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

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 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 embedded derivative has been separated from the 2009 Gold Bond principal and is the result of the 2009 Gold Bonds calling for the forward sale of 814 ounces of gold per quarter through December 31, 2013 at a price of $1,113, the spot price of gold at the time the bonds were issued. The fair value of the embedded derivative fluctuates with changes in the forward price of gold. The initial fair value of the embedded derivative was discounted at the Company’s assumed borrowing rate of 12 percent.

-29-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Financial metrics related to the 2009 Gold Bonds follow.

	As of September 30,		As of December 31,
	2013		2012
Current gold bond derivative liability	$	174,300	$	1,733,500
Current gold bond liability	$	893,200	$	3,494,800

	Nine Months 2013			Nine Months 2012
Realized loss on gold bond derivatives	$	(765,000	)	$	(1,390,400	)
Unrealized gain on gold bond derivatives	$	1,559,100		$	269,500
Interest on gold bond liabilities	$	(203,900	)	$	(475,800	)
Bond discount amortized as interest expense	$	(117,200	)	$	(273,500	)

Investing Transactions

Capital Expenditures:Cash expended for mine development and capital purchases in Third Quarter 2013 and Year to Date 2013 were $2.6 million and $25.0 million, respectively. These capital expenditures were principally for development of the underground mine at Pinson and, in the first half of 2013, removal of over-burden on new pits at Briggs. Additionally, in First Half 2013, capitalized interest of $1.2 million was paid for financing and development of Pinson (no interest was capitalized in Third Quarter 2013). Capital spending was reduced by $1.2 million and $6.5 million respectively for Third Quarter 2013 and Year to Date 2013 for collections for ore sales by Pinson. In addition to the removal of over-burden / pre-stripping, the following amounts were spent on stripping activity assets in active existing pits at Briggs in Third Quarter 2013 and Year to Date 2013, respectively: $0.6 million and $2.4 million.

The capital expenditures stated above were approved for expenditure by the Company on a case-by-case basis. Future capital expenditures will be evaluated based on judgments as to potential benefits, project requirements, the alternative demands upon funds, and the availability of funds.

Restricted Cash: Year to Date 2013, collateral on reclamation surety bonds was decreased $0.7 million through a combination of agreements requiring less collateral and increases related to additional bonding requirements.

Disposition of Assets: Year to Date 2013, the Company sold surplus equipment, principally from Pinson, providing $0.7 million.

Outstanding Warrants

The following table summarizes 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

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Surety Bonds

All bonds outlined below 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 sureties, has posted reclamation bonds with these agencies in the amount of $4.4 million. Restricted cash held as collateral by the sureties and related to Briggs amounts to $1.3 million.

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

The total bonding requirement for Pinson-underground is estimated to be $1.7 million. A $0.8 million bond has been posted and the remaining $0.9 million, while pending review by Federal agencies, is to be posted in December 2014 per the State of Nevada. Restricted cash held as collateral by the sureties and related to Pinson amounts to $0.3 million. An additional $0.3 million of collateral is expected to be required in December 2013 when the additional bonding is posted.

The Company has on deposit with the MDEQ $2.3 million in an interest-bearing account for reclamation at the Kendall Mine. In addition, the Company posted a $0.2 million surety bond with the MDEQ for the capping project in Third Quarter 2012, and provided the surety with $0.1 million in collateral. See “Kendall, Montana” above.

Related Party Transactions

During 2012 and in 2013 through the Report Date, the Company had no related party transactions.

Financial Instruments

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

The three levels of the fair value hierarchy are:

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

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

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

-31-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

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

Thefollowing 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 other assumptions to determine AROs. Accordingly, the ARO fair value is based on unobservable pricing inputs and is included within the Level 3 fair value hierarchy. There were no Level 1 or Level 2 fair value estimates.

Derivatives

As of September 30, 2013, the Company had the following derivatives outstanding.

Derivative Contracts	Strike Price		Ounces in 2013		Fair Value
Gold bond forwards	$	1,113		814	$	174,300

As of September 30, 2013, the Company’s only outstanding derivatives are the forward sales embedded in the 2009 Gold Bonds. Please see “2009 Gold Bonds Payable” above for a further description of the 2009 Gold Bonds and for relevant financial metrics.

-32-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Financial Risk Management

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

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

For 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. 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.

-33-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

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. A new covenant in the third amendment to the Sprott credit agreement, 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.

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 tables below summarize 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.

-34-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

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.

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.

-35-

ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

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.

Stock Options

The following table summarizes the stock options outstanding and exercisable as of September 30, 2013.

Exercise Price CAD				Options Outstanding						Options Vested & Exercisable
Low		High		Quantity		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price CAD		Quantity		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price CAD
$	0.45	$	0.59		800,000		0.7	$	0.46		762,500		0.5	$	0.46
	0.60		0.69		1,715,333		2.2		0.61		1,715,333		2.2		0.61
	0.70		0.82		1,815,000		1.5		0.70		1,731,667		1.4		0.70
	0.90		1.07		2,275,000		2.3		0.91		1,519,999		2.3		0.91
	1.08		1.16		2,600,000		3.3		1.13		916,662		3.4		1.13
$	0.45	$	1.16		9,205,333		2.3	$	0.84		6,646,161		2.0	$	0.76

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

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

The chief executive officer and chief financial officer of the Company have designed, or caused to be designed, under their supervision, internal controls over financial reporting (“ICFR”) and have caused these controls to operate effectively under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

There has been no change in the Company’s DC&P or ICFR that occurred during the first nine months of 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s DC&P or ICFR. Internal and external audit tests were performed in 2012 providing reasonable assurance of the effectiveness of the Company’s DC&P or ICFR. The Company and the certifying officers have concluded that DC&P and ICFR were effective at September 30, 2013.

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

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Corporate Governance

Management of the Company is responsible for the preparation and presentation of the consolidated financial statements and notes thereto, Management Discussion and Analysis (“MD&A”) and other information contained in public reports. Additionally, it is management’s responsibility to ensure the Company complies with the laws and regulations applicable to its activities.

The Company’s management is held accountable to the Board. Directors are elected to the Board by the shareholders of the Company on an annual basis. The Board is responsible for reviewing and approving the annual audited consolidated financial statements and MD&A. Responsibility for the review and recommendation to the Board of approval of the Company’s quarterly unaudited interim condensed financial statements and MD&A is delegated by the Board to the Audit Committee, which is comprised of three directors, all of whom are independent of management. Additionally, the Audit Committee pre-approves audit and non-audit services provided by the Company’s auditors.

The auditors are appointed annually by the shareholders of the Company to conduct an audit of the financial statements in accordance with IFRS. The external auditors have complete access to the Audit Committee to discuss the audit, financial reporting and related matters resulting from the annual audit as well as assist the members of the Audit Committee in discharging their corporate governance responsibilities.

Executive officers of the Company are retained under Employment Agreements. These Agreements have a one-year term and are automatically renewable unless the Company provides notification that the contract will not be renewed at least 60 days prior to the end of the Term.

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.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

Critical Accounting Estimates

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

Risks and Uncertainties

Mining is a competitive and capital intensive business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits, which, though present, are insufficient in quantity and quality to return a profit from production. The extraction of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as the worldwide economy, the price of gold and other minerals, the proximity and capacity of processing facilities, and such other factors as government regulation, including regulations relating to royalties, changes in taxation rates, increased fees, allowable production methods, controls over importing and exporting minerals, and environmental regulations, any of which could result in the Company not receiving an adequate return on invested capital.

The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist for their sale. Factors beyond the control of the Company may affect the marketability of any mineral occurrences discovered. The price of gold and silver has experienced volatile and significant movement over short periods of time, and is affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation or deflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities, including exchange traded funds, changes in supply due to new discoveries, and improved mining and production methods.

All phases of the Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulations, if any, will not adversely affect the Company’s operations or its ability to develop its properties economically or in a timely fashion. Before production may commence on any property, the Company must obtain regulatory and environmental approvals and permits. There is no assurance such approvals and permits will be obtained on a timely basis, if at all. Costs of compliance with environmental and other regulations may reduce profitability, or preclude the economic development of a property.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

In those jurisdictions where the Company has property interests, the Company makes a search of mining records in accordance with mining industry practices to confirm satisfactory title to properties in which it holds or intends to acquire an interest, but does not obtain title insurance with respect to such properties. There is the possibility that title to one or more of its properties might be defective because of errors or omissions in the chain of title. The ownership and validity of mining claims and concessions are often uncertain and may be contested. The Company is not aware of any challenges to the location or area of its mineral claims. There is no guarantee, however, that title to the Company’s properties and concessions will not be challenged or impugned in the future. The properties may be subject to prior unregistered agreements or transfers, and title may be affected by undetected defects.

The business of mineral exploration and extraction involves a high degree of risk and very few properties ultimately achieve commercial production. The ability of the Company to replace production in the future is dependent on its ability to conduct exploration, development and mining operations. The Company may need to raise capital through the use of equity, debt, asset sales, joint ventures, or by other means in order to fund exploration, development and mining operations. In turn, the Company’s ability to raise capital depends in part upon the market’s perception of its management and properties, but also upon the price of gold and silver and the marketability of the Company’s securities. There is no assurance that the Company’s production activities or financing activities will be successful in providing the funds necessary to fund ongoing business activities.

Recovery of gold and silver from ore is impacted by many factors that create uncertainty. Factors impacting gold and silver recovery include variation in crushed-ore size, ore grade, rock type, solution concentration, lime addition, temperature, rainfall, irrigation time, pressure stripping, refining, timely implementation of ore placement on the leach pad, third party ore processing limitations or constraints, ability to deliver ores to third parties, and other associated factors. The cost structure of recovering metal is also impacted by numerous variables including ore grade and recovery, fuel and consumable costs, labor and benefit costs, equipment operating and maintenance costs and numerous other factors. Other production risk factors may include labor strife, slope or roof failure, lack of skilled labor and management, equipment failures, availability of mining equipment, availability of consumables, weather and other operational factors.

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

Another form of regulatory risk is the potential change in income, severance, or other tax rates and laws that could reduce future profitability or impair the Company’s reported deferred tax asset. The Company has only taken more-likely-than-not positions in determining its deferred tax asset.

The Company may enter into gold hedging contracts in order to protect future operating cash flows. The Company also enters into purchase agreements for its future diesel fuel consumption that may protect against the increasing cost of diesel fuel. The Company’s goal is to protect the Company’s cash flows from declining gold prices or increasing diesel prices. The Company’s primary risk related to gold hedging may result from a shortfall of expected gold production that may compound the potential reduction in cash flows. The Company’s primary risk mitigation for hedge transactions is its policy to limit net hedge levels to 50 percent of its expected gold production or diesel usage. Although a hedging program is designed to protect cash flow from a decline in the price of gold or rise in the price of diesel fuel, it could also limit the Company’s gold realizations during periods of increased gold prices or could increase diesel costs during periods of low diesel prices.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

For additional information on risk factors, please refer to the risk factors section of the Company’s 20-F for 2012, which can be found on SEDAR atwww.sedar.comEDGAR athttp://www.sec.gov/edgar.com.shtml.

Forward-Looking Statements

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

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

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

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

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

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

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

· Any statements regarding future economic conditions or performance;

· Any statements of belief or intent; and

· Any assumptions regarding the foregoing.

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

The actual results could differ materially from those anticipated in these forward looking statements as a result of the risk factors set forth below and in the sections of this MD&A entitled “Financial Risk Management”, “Critical Accounting Estimates” and “Risks and Uncertainties” and in the Company’s Annual Report on Form 20-F for the year ended December 31, 2012, as well as the Company’s other filings with Canadian Securities Administrators and the SEC:

· Fluctuations in gold and other metals prices;

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

· Actual results of current exploration activities;

· Conclusions of economic evaluations;

· Changes in project parameters as plans continue to be refined;

· Possible variations in ore reserves, grade or recovery rates;

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

· Risks related to fluctuations in the currency market;

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

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

· Risks related to hedging metal production and key operating inputs;

· Risks related to operating hazards;

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

· Risks related to estimation of reserves and resources;

· Risks related to governmental regulation, including environmental regulation;

· Risks related to competition;

· Risks related to joint ventures;

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

· Risks related to the uncertainty of the title of assets;

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

· Risks related to reclamation activities on properties; and

· Other risks described in other documents incorporated by reference herein.

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

· Future gold and other metals prices;

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

· Actual results of current exploration activities;

· Conclusions of economic evaluations;

· Changes in project parameters as plans continue to be refined;

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

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

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

· The estimated fair value of share-based compensation;

· The estimated fair value of financial instruments and nonmonetary transactions;

· Future profitability affecting deferred tax assets and liabilities;

· The probable outcome of contingencies;

· Fluctuations in the currency market;

· The regulatory frame work governing environmental laws and regulations;

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

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ATNA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Quarter Ended September 30, 2013

· Hedging metal production and key operating inputs;

· Operating hazards;

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

· Estimation of reserves and resources;

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

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

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

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

Cautionary Note to US Investors – The SEC permits US mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this report, such as “measured,” “indicated,” and “inferred” mineral resources which the SEC guidelines generally prohibit US registered companies from including in their filings with the SEC. The terms “measured” and “indicated” mineral resources are recognized and required by Canadian regulations. US investors are cautioned not to assume that any part or all of mineral resources in these categories will ever be converted into reserves. The term “inferred” mineral resources is recognized and required by Canadian regulations. “Inferred” mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. US investors are cautioned not to assume that part or all of an inferred resource exist, or is economically or legally minable.

-42-