UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934

 
(Amendment No. 1)*

 
ATNA RESOURCES LTD. 
(Name of Issuer)
 

 
Common Shares Without Par Value 
(Title of Class of Securities)
 

 
04957F101
(CUSIP Number)
 

 
February 13, 2012 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(d)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
Page 1 of 6 Pages
 
 
 
CUSIP No.  04957F101
  
 
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Barrick Gold Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Province of Ontario, Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
Page 2 of 6 Pages
 
       
Item 1.
 
(a)
Name of Issuer
 
Atna Resources Ltd.
 
(b)
Address of Issuer’s Principal Executive Offices
 
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
 
Item 2.
 
(a)
Name of Person Filing
 
Barrick Gold Corporation
 
(b)
Address of Principal Business Office or, if none, Residence
 
Brookfield Place, TD Canada Trust Tower
3700 – 161 Bay Street
Toronto, Ontario
Canada M5J 2S1
 
(c)
Citizenship
 
Province of Ontario, Canada
 
(d)
Title of Class of Securities
 
Common Shares Without Par Value
 
(e)
CUSIP Number
 
04957F101
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)  ¨  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)  ¨  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)  ¨  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)  ¨  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  
 
Page 3 of 6 Pages
 
      
(e)  ¨  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)   ¨  An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g)  ¨  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)  ¨  A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)   ¨  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
(j)   ¨  A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
 
(k)  ¨  Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)  Amount beneficially owned:               0.
 
(b)  Percent of class:               0%.
 
(c)  Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote               0.
 
 
(ii)
Shared power to vote or to direct the vote               0.
 
 
(iii)
Sole power to dispose or to direct the disposition of               0.
 
 
(iv)
Shared power to dispose or to direct the disposition of               0.
 
Item 5.
Ownership of Five Percent or Less of a Class.
       
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x.
  
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
    
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Shares beneficially owned by the reporting persons.
     
 
Page 4 of 6 Pages
 
  
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Member of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
 
 
 
Page 5 of 6 Pages
 
    
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  February 14, 2012
    
  BARRICK GOLD CORPORATION  
       
       
    /s/ Alistair Baker  
  Name:  Alistair Baker  
  Title:  Vice President, Corporate
Development