Report of Foreign Issuer (6-k)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2014

Claude Resources Inc.

(Translation of registrant’s name into English)

#200 -219 Robin Crescent, Saskatoon, SK, S7L 6M8

(Address of principal executive offices)

	Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

	Form 20-F S	Form 40-F £

	Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

	Yes £	No S

	If " Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ______

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Claude Resources Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	November 3, 2014



	Claude Resources Inc.

	(Registrant)


By:	/s/ Rick Johnson
	Rick Johnson
	Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description

99.1		Q3 FINANCIAL STATEMENTS FOR THE PERIOD ENDING SEPTEMBER 30, 2014
99.2		Q3 MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDING SEPTEMBER 30, 2014

Exhibit 99.1

NOTICE OF AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The Management of Claude Resources Inc. is responsible for the preparation of the accompanying unaudited interim consolidated financial statements. The unaudited interim consolidated financial statements are considered by Management to present fairly the financial position, operating results and cash flows of the Company.

The Company's independent auditor has not performed a review of these financial statements, in accordance with standards established by the Canadian Institute of Chartered Accountants. These unaudited interim consolidated financial statements include all adjustments, consisting of normal and recurring items that Management considers necessary for a fair presentation of the consolidated financial position, results of operations and cash flows.

	Mike Sylvestre, P.Eng., ICD.D	Rick Johnson, CA
	Interim Chief Executive Officer	Chief Financial Officer


Date: October 30, 2014

Condensed Consolidated Interim Statements of Financial Position
(In Thousands of Canadian Dollars - Unaudited)
			SEPTEMBER 30		DECEMBER 31
			2014		2013
	Note
Assets
Cash and cash equivalents		$	10,586	$	-
Short-term investments	5		1,483		1,643
Accounts receivable			1,111		2,873
Inventories	6		27,030		20,565
Prepaid expenses and deposits			121		390
Assets held for sale	7		-		13,423
Current assets			40,331		38,894

Mineral properties			126,804		140,544
Deposits for reclamation costs	9		1,829		2,237
Non-current assets			128,633		142,781
Total assets		$	168,964	$	181,675

Liabilities
Bank indebtedness		$	-	$	8,623
Accounts payable and accrued liabilities			7,872		6,997
Loans and borrowings	11		3,600		31,869
Net royalty obligation	10		1,105		1,001
Liabilities related to assets held for sale	7		-		2,316
Current liabilities			12,577		50,806

Loans and borrowings	11		18,799		-
Net royalty obligation	10		889		1,826
Decommissioning and reclamation	9		6,681		6,447
Non-current liabilities			26,369		8,273

Shareholders' equity
Share capital			198,489		195,245
Contributed surplus			6,918		8,223
Accumulated deficit			(75,857)		(80,925)
Accumulated other comprehensive income			468		53
Total shareholders' equity			130,018		122,596
Total liabilities and shareholders' equity		$	168,964	$	181,675

See accompanying notes to condensed consolidated interim financial statements.

On behalf of the Board:

	Mike Sylvestre, P.Eng., ICD.D	Ronald J. Hicks, CA
	Chairman	Chairman, Audit Committee


Date: October 30, 2014

Page 2

Condensed Consolidated Interim Statements of Income
(In Thousands of Canadian Dollars, except per share amounts - Unaudited)

					Three Months Ended				Nine Months Ended
						SEPTEMBER 30				SEPTEMBER 30
					2014		2013		2014		2013
			Note

Revenue				$	24,323	$	14,976	$	64,665	$	46,324

Mine Operating:
	Production costs				12,021		9,909		35,243		31,581
	Production royalty		8		902		-		1,694		-
	Depreciation and depletion				4,604		5,360		16,841		15,703
					17,527		15,269		53,778		47,284
Gross profit (loss)					6,796		(293)		10,887		(960)

	General and administrative				1,258		1,249		5,201		5,076
	Finance expense				800		924		4,022		2,259
	Finance and other income				(1,067)		(1,251)		(2,729)		(1,495)
	Impairment charge				-		45,187		-		56,034
	Loss on sale of assets				-		-		642		-
	(Gain) loss on investments				(1,047)		-		(1,317)		262
					(56)		46,109		5,819		62,136

Profit (loss) before income tax					6,852		(46,402)		5,068		(63,096)

Deferred income tax recovery					-		(12,531)		-		(16,773)

Net profit (loss)				$	6,852	$	(33,871)	$	5,068	$	(46,323)

Net earnings (loss) per share
	Basic and diluted		13
		Net earnings (loss)		$	0.04	$	(0.19)	$	0.03	$	(0.26)


		Basic			188,156		175,811		186,136		175,478
		Diluted			188,459		175,811		186,313		175,478

See accompanying notes to condensed consolidated interim financial statements.


Condensed Consolidated Interim Statements of Comprehensive Income
(In Thousands of Canadian Dollars - Unaudited)

					Three Months Ended				Nine Months Ended
						SEPTEMBER 30				SEPTEMBER 30
					2014		2013		2014		2013


Net profit (loss)				$	6,852	$	(33,871)	$	5,068	$	(46,323)

Other comprehensive loss
	(Gain) loss on available-for-sale securities transferred to profit				(1,047)		-		(1,317)		262
	Unrealized gain (loss) on available-for-sale securities				191		22		1,732		(260)
Other comprehensive gain (loss)					(856)		22		415		2
Total comprehensive income (loss)				$	5,996	$	(33,849)	$	5,483	$	(46,321)


See accompanying notes to condensed consolidated interim financial statements.

Page 3

Condensed Consolidated Interim Statements of Shareholders' Equity
(In Thousands of Canadian Dollars - Unaudited)

			Three Months Ended				Nine Months Ended
				SEPTEMBER 30				SEPTEMBER 30
			2014		2013		2014		2013


Share Capital
	Balance, beginning of period	$	198,489	$	194,868	$	195,245	$	193,189
	Common shares and warrants issued		-		-		1,501		1,679
	Transfers from contributed surplus		-		-		1,743		-
	Balance, end of period	$	198,489	$	194,868	$	198,489	$	194,868

Contributed Surplus
	Balance, beginning of period	$	6,765	$	7,213	$	8,223	$	6,652
	Stock-based compensation		153		307		438		937
	Transfers to share capital		-		-		(1,743)		-
	Other		-		-		-		(69)
	Balance, end of period	$	6,918	$	7,520	$	6,918	$	7,520

Accumulated Deficit
	Balance, beginning of period	$	(82,709)	$	(19,954)	$	(80,925)	$	(7,502)
	Net profit (loss)		6,852		(33,871)		5,068		(46,323)
	Balance, end of period	$	(75,857)	$	(53,825)	$	(75,857)	$	(53,825)

Accumulated Other Comprehensive Income (Loss)
	Balance, beginning of period	$	1,324	$	5	$	53	$	25
	Other comprehensive income (loss)		(856)		22		415		2
	Balance, end of period	$	468	$	27	$	468	$	27

Shareholders' equity, end of period		$	130,018	$	148,590	$	130,018	$	148,590


See accompanying notes to condensed consolidated interim financial statements.

Page 4

Condensed Consolidated Interim Statements of Cash Flows
(In Thousands of Canadian Dollars - Unaudited)

				Three Months Ended				Nine Months Ended
					SEPTEMBER 30				SEPTEMBER 30
				2014		2013		2014		2013


Cash flows from (used in) operating activities

	Net profit (loss)		$	6,852	$	(33,871)	$	5,068	$	(46,323)
	Adjustments for non-cash items:
		Depreciation and depletion		4,604		5,360		16,841		15,703
		Finance expense		126		136		1,176		381
		Finance and other income		(320)		(316)		(833)		(913)
		Impairment charge		-		45,187		-		56,034
		Loss on sale of assets		-		-		642		-
		(Gain) loss on investments		(1,047)		-		(1,317)		262
		Stock-based compensation		153		307		438		937
		Deferred income tax recovery		-		(12,531)		-		(16,773)
				10,368		4,272		22,015		9,308

	Net changes in non-cash operating working capital:
		Accounts receivable		6,255		2,063		1,762		3,088
		Inventories		2,576		1,867		(6,276)		(6,311)
		Prepaid expenses and deposits		427		(10)		269		134
		Accounts payable and accrued liabilities		1,152		(2,846)		875		82
Cash provided by operating activities				20,778		5,346		18,645		6,301

Cash flows from investing activities:
	Additions to mineral properties			(4,418)		(5,756)		(16,142)		(25,201)
	Proceeds from NSR agreement			-		-		12,822		-
	Proceeds from sale of assets			-		-		8,259		-
	Decrease in reclamation deposits			-		-		408		-
	Decrease (increase) in investments			2,479		3,500		4,335		(1,500)
Cash provided by (used in) investing activities				(1,939)		(2,256)		9,682		(26,701)

Cash flows from financing activities:
	Proceeds from issue of common shares, net of issue costs			-		-		711		725
	Debenture redemption			-		-		-		(9,751)
	Term loan
		Proceeds, net of issues costs		-		(48)		-		24,328
		Repayments		(900)		-		(1,500)		-
	Demand loans:
		Proceeds		-		-		-		5,000
		Repayments		(1,715)		(599)		(7,950)		(1,780)
	Obligations under finance lease:
		Repayments		-		(352)		(291)		(1,138)
Cash from (used in) financing activities				(2,615)		(999)		(9,030)		17,384

Increase (decrease) in cash and cash equivalents				16,224		2,091		19,297		(3,016)
Decrease in cash and cash equivalents related to assets held for sale				-		(263)		(88)		(1,405)

Cash and cash equivalents (bank indebtedness), beginning of period				(5,638)		(9,780)		(8,623)		(3,531)
Cash and cash equivalents (bank indebtedness), end of period			$	10,586	$	(7,952)	$	10,586	$	(7,952)


See accompanying notes to condensed consolidated interim financial statements.

Page 5

Claude Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2014 and 2013
Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Corporate Information:

Claude Resources Inc. (“Claude” or the “Company”) is a company domiciled in Canada. The address of the Company’s registered office is at 1500, 410 – 22^nd Street East, Saskatoon, Saskatchewan, S7K 5T6. Its principal office is located at 200, 219 Robin Crescent, Saskatoon, Saskatchewan, S7L 6M8.

Claude Resources Inc. is a gold producer whose shares are listed on both the Toronto Stock Exchange (TSX-CRJ) and the OTCQB (OTCQB: CLGRF). The Company is also engaged in the exploration and development of gold mineral reserves and mineral resources. The Company’s entire asset base is located in Canada. Its revenue generating asset is the 100 percent owned Seabee Gold Operation, located in northern Saskatchewan. Claude also owns 100 percent of the Amisk Gold Project in northeastern Saskatchewan.

Basis of Preparation:

STATEMENT OF COMPLIANCE

These unaudited condensed consolidated interim financial statements for the period ended September 30, 2014 have been prepared in accordance with International Accounting Standard 34 (“IAS 34”), Interim Financial Reporting. These unaudited condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s 2013 annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

These unaudited condensed consolidated interim financial statements have been prepared following the same accounting policies and methods as those used in preparing the most recent audited consolidated financial statements for the year ended December 31, 2013.

These unaudited condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on October 30, 2014.

Details of the Company’s accounting policies, including changes during the year, are included in Notes 3 and 4.

BASIS OF MEASUREMENT

These unaudited condensed consolidated interim financial statements have been prepared on the historical cost basis except for available-for-sale financial assets and liabilities for cash-settled share-based payment arrangements, which are measured at fair value.

FUNCTIONAL CURRENCY

These unaudited condensed consolidated interim financial statements are presented in Canadian dollars, which is the Company’s functional currency. All financial information presented in Canadian dollars has been rounded to the nearest thousand, except share data or as otherwise noted.

USE OF JUDGMENTS AND ESTIMATES

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires Management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant judgments, estimates and assumptions are related to the useful lives and recoverability of mineral properties and deferred income tax assets or liabilities, valuation of inventory, provisions for decommissioning and reclamation and financial instruments.

Although these estimates are based on Management’s best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Page 6

Critical Judgments in Applying Accounting Policies

Critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies, apart from those involving estimates, that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

Production Start Date

The Company assesses the stage of each mine under construction to determine when a mine moves into commercial production. The criteria used to assess the start date of commercial production are based on the unique nature of each mine construction project, such as the complexity of the geology and its location. The Company considers various relevant criteria to assess when the mine construction phase is substantially complete and the mine is ready for its intended use. At this point, deferred costs are reclassified from “Mines under construction” to “Producing mines” and “Property, plant and equipment”. Some of the criteria will include, but are not limited, to the following:

Completion of a reasonable period of testing of the mine plant and equipment;

Ability to produce precious metal in saleable form;

Ability to sustain certain levels of ongoing production of precious metals; and

Production attaining a reasonable percentage of Mine Plan for a specified period of time.

When a mine enters the production stage, the capitalization of certain construction costs ceases and costs are either regarded as inventory or operating expense, except for new capital costs which are capitalized. Depreciation and depletion commences at this time.

Exploration and Evaluation Expenditures

The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether future economic benefits are likely either from future extraction or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of mineral reserves. The determination of a mineral resource is itself an estimation process that involves varying degrees of uncertainty depending on sub-classification and these estimates directly impact the decision to continue the deferral of exploration and evaluation expenditures. The accounting policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available. If, after an expenditure is capitalized, information becomes available suggesting that the recovery of this expenditure is unlikely, the amount capitalized is written off in the statement of comprehensive income in the period when the new information becomes available.

Business Combinations

Determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain judgments, taking into account all facts and circumstances. Upon acquisition of a set of assets and liabilities, the Company examines the criteria set forth in IFRS 3, Business Combinations (“IFRS 3”). If a transaction does not meet the definition of a business, as defined in IFRS 3, it is accounted for as an asset acquisition.

Critical Estimates and Assumptions in Applying Accounting Policies

Significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:

Impairment

At the end of each reporting period, the Company assesses whether any indication of impairment exist. Where an indicator of impairment exists, an estimate of the recoverable amount is made. Determining the recoverable amount requires the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, exploration potential and operating performance. Changes in circumstances may affect these estimates and the recoverable amount.

Page 7

Fair value for mineral properties is generally determined as the present value of estimated future cash flows arising from the continued use of the assets, which includes estimates such as the cost of future expansion plans and eventual disposal, using assumptions that an independent market participant would take into account. Cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Inventories

Net realizable value tests are performed at each reporting date and represent the estimated future sales price of the product the Company expects to realize when the product is processed and sold, less estimated costs to complete production and bring the product to sale.

Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces is based on assay data, and the estimated recovery percentage is based on the expected processing method.

Stockpile tonnages are verified by periodic surveys.

Mine Operating Costs

When determining mine operating costs recognized in the Consolidated Statements of Income, the Company makes estimates of quantities of ore within stockpiles and of quantities in-circuit and the recoverable gold in this material to determine the average costs of finished goods sold during the period. Changes in these estimates can result in a change in mine operating costs of future periods and carrying amounts of inventories.

Ore Reserve and Resource Estimates

Ore reserves are estimates of the amount of ore that can be economically extracted from the Company’s mining properties. Estimating the quantities and grades of the reserves and resources requires the size, shape and depth of the ore bodies to be determined by analyzing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological judgments and calculations to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body.

Because the economic assumptions used to estimate the gold mineral reserves and resources change from year to year, and because additional geological data is generated during the course of operations, estimates of the mineral reserves and resources may change from year to year. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and evaluation assets, mine properties, property, plant and equipment, decommissioning and reclamation, recognition of deferred tax balances and depreciation and amortization charges.

At the end of each financial year, the Company updates its estimate of proven and probable gold mineral reserves and resources. Depreciation of the Company’s mining assets, included within the Mineral properties line item on the Statement of Financial Position, is prospectively adjusted, based on these changes. The Company also monitors the accuracy of the estimate during the periods between annual updates for significant changes to economic assumptions and geological data that could require an interim update to the estimate.

Fair value measurement

The Company measures financial instruments, such as derivatives, at fair value each balance sheet date. The fair values of financial instruments measured at amortized cost are disclosed in Note 14. Also, from time to time, the fair values of non-financial assets and liabilities are required to be determined, e.g., when the entity acquires a business, or where an entity measures the recoverable amount of an asset or cash-generating unit (CGU) at fair value less costs of disposal.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

Page 8

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Changes in estimates and assumptions about these inputs could affect the reported fair value.

Taxation

Estimation of deferred taxes includes judgments based on expected performance of the Company. Various factors are considered to assess taxes, including past operating results, operational plans, expiration of tax losses and tax pools carried forward and tax planning strategies.

Decommissioning and Reclamation

The Company’s mining and exploration activities are subject to various environmental laws and regulations. The Company estimates environmental obligations based on the current legal and constructive requirements. The Company provides for the closure, reclamation and decommissioning of its operating and development sites based on the estimated future costs using information available at the reporting date. Provision is made, based on net present values, for decommissioning and land restoration costs as soon as the obligation arises.

Additional Accounting Judgments, Estimates and Assumptions

In addition to the above disclosure on estimates and judgments, the Company has disclosed additional information relating to significant estimates and judgments recognized in the consolidated financial statements throughout the following notes:

	Note 5	Short-term Investments
	Note 9	Decommissioning and Reclamation
	Note 10	Net Royalty Obligation
	Note 12	Share-based Compensation
	Note 14	Financial Instruments

Significant Accounting Policies:

These unaudited condensed consolidated interim financial statements are prepared using accounting policies consistent with the Company’s annual consolidated financial statements and notes thereto for the year ended December 31, 2013. The accounting policies utilized by Management for the Company and its wholly-owned subsidiaries have been applied consistently to all periods presented in these unaudited condensed consolidated interim financial statements, unless otherwise indicated.

Accounting Standards:

Future Changes in Accounting Policies

These are the changes that the Company reasonably expects will have an impact on its disclosures, financial position or performance when applied at a future date. The Company intends to adopt this standard, if applicable, when it becomes effective.

Financial Instruments

IFRS 9, Financial Instruments (“IFRS 9”), was issued by the IASB on November 12, 2009 and will replace IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2018 (tentative). The Company is currently evaluating the impact of IFRS 9 on its financial statements, if any.

Page 9

Short-term Investments:

			SEPT 30		DEC 31
			2014		2013

Short-term Investments	(a)	$	-	$	1,500
Available-for-sale securities	(b)		1,483		143
		$	1,483	$	1,643

(a) Short-term Investments

Short-term investments are denominated in Canadian dollars, are comprised of instruments with terms to maturity between three and 12 months. During the first half of 2014, the Company’s short-term investments were redeemed and utilized for reduction of debt. Short-term investments are classified as loans and receivables for financial instrument purposes (Note 14).

(b) Available-for-sale Investments

		SEPT 30		DEC 31
		2014		2013

Available-for-sale securities, beginning of period	$	143	$	378
Acquisition of available-for-sale securities		2,444
Disposition of available-for-sale securities		(1,567)		-
Write-down of available-for-sale securities		-		(284)
Unrealized gain on available-for-sale securities		463		49
Available-for-sale securities, end of period	$	1,483	$	143

During the third quarter of 2014, the Company disposed of 5.7 million of its 9.8 million shares in Pure Gold Mining Inc. (“Pure Gold”, formerly Laurentian Goldfields) received pursuant to the sale of the Madsen Gold Project.

At September 30, 2014, the Company reviewed its portfolio of available-for-sale securities in order to assess whether there was objective evidence of impairment. Factors considered in the Company’s assessment included the length of time and extent to which fair value was below cost and current conditions specific to the investment. Utilizing these factors, the Company determined that the Company’s available-for-sale securities were not impaired in value.

By holding these available-for-sale securities, the Company is exposed to various risk factors including market price risk and liquidity risk (Note 14).

Inventories:

Details of the Company’s inventories are as follows:

		SEPT 30		DEC 31
		2014		2013

Gold bullion and in-circuit ^{(1) (2)}	$	5,465	$	2,522
Stockpiled ore ^{(1) (2)}		1,762		1,838
Materials and supplies ⁽³⁾		19,803		16,205
Inventories	$	27,030	$	20,565

⁽¹⁾

For the period ended September 30, 2014, depreciation and depletion of $1.9 million is included in the above noted balances (December 31, 2013 - $1.7 million).

⁽²⁾

For the period ended September 30, 2014, there was no write-down of gold inventory to net realizable value (December 31, 2013 – $1.8 million).

⁽³⁾

There was no material write-down or reversal of write-down of materials and supplies inventory for the period ended September 30, 2014 or for the year ended December 31, 2013.

Page 10

Write-downs and reversals, if any, are included in production costs.

Assets Held for Sale:

On March 4, 2014, the Company completed the sale of its 100 percent interest in the Madsen Gold Project in Red Lake, Ontario, Canada to Pure Gold Mining Inc. (“Pure Gold”), formerly Laurentian Goldfields Ltd., for CDN $6.25 million cash and 9,776,885 shares of Pure Gold. In accordance with the terms of the sale agreement, an additional and final payment of CDN $2.5 million of cash was received during the third quarter of 2014.

Net Smelter Return Royalty:

During the first quarter of 2014, the Company completed a Net Smelter Return (“NSR”) royalty agreement on the Seabee Gold Operation. Pursuant to this transaction, proceeds of U.S. $12.0 million were received by the Company in exchange for a three (3) percent NSR. On the Company’s Statement of Financial Position, proceeds received from the completion of the NSR royalty agreement were booked to Cash with a corresponding credit to Mineral Properties. Under the terms of the NSR, the Company has the right to purchase half or 1.5 percent of the three percent NSR for U.S. $12.0 million, expiring on December 31, 2016. The NSR payments will be paid quarterly in cash or in physical gold at the average price of gold in each calendar month. Year to date, NSR costs were $1.7 million (YTD 2013 – nil).

Decommissioning and Reclamation:

The Company’s decommissioning and reclamation costs consists of reclamation and closure costs. Mineral property obligations were determined using discount rates ranging from 1.76 to 2.77 percent. Expected undiscounted payments of future obligations are $7.4 million over the next 5 to 11 years. During 2014, an accretion expense of $0.1 million has been charged (September 30, 2013 - $0.1 million), augmented by revisions made to the decommissioning and reclamation costs, resulting in an increase in the overall carrying amount of the provision. Changes to the provision during the period ended September 30, 2014 are as follows:

		SEPT 30		DEC 31
		2014		2013

Decommissioning and reclamation provision, beginning of year	$	6,447	$	9,163
Accretion		114		182
Revisions due to change in estimates and discount rate		120		(673)
		6,681		8,672
Amount re-classified to Liabilities related to assets held for sale		-		(2,225)
Decommissioning and reclamation provision, end of period	$	6,681	$	6,447

As required by regulatory authorities, the Company has provided letters of credit as security for reclamation related to its properties in the amount of $1.8 million (December 31, 2013 - $2.2 million). As security for these letters of credit, the Company has provided investment certificates in the amount of $1.8 million (December 31, 2013 - $2.2 million).

As filed with the Government of Saskatchewan’s Ministry of Environment, the Company estimated in its 2013 Mine Closure Plan the closure costs at the cessation of mining at its Seabee Mine at $6.1 million. Actual costs of completing the reclamation of the mine site may be higher than those estimated. The Company has issued letters of credit in favor of the Ministry of Environment in the amount of $1.8 million in support of its obligations. The letters of credit are secured by investment certificates. The Company has received approval to incrementally fund its remaining closure cost obligations over the next five years as follows: 2014 - $0.5 million; 2015 - $0.5 million; 2016 - $1.0 million; 2017 - $1.0 million; and 2018 - $1.5 million. At September 30, 2014, $0.25 million of the scheduled 2014 payment requirement has been made; a $0.25 million payment is scheduled to be made during the fourth quarter of 2014.

Page 11

10.

Net Royalty Obligation:

(a) Royalty Agreements

During each of 2004, 2005, 2006 and 2007, the Company entered into separate Royalty Agreements (“Agreements”) whereby it sold a basic royalty on a portion of the gold production at its Seabee Gold Operation. The Company received cash consideration consisting of royalty income, indemnity fee income and interest income.

Under the terms of the Agreements, the Company is required to make royalty payments at fixed amounts per ounce of gold produced; these amounts vary over the term of the respective Agreements. A portion of the cash received at the inception of the respective agreements was placed with a financial institution; in return, the Company received a restricted promissory note. The Company utilizes interest earned from the restricted promissory notes and, if necessary, a portion of the principal to fund the basic royalty payments pursuant to each agreement. Over the life of the royalty agreements, it is expected that interest earned and principal from the restricted promissory notes will be sufficient to fund the expected basic royalty payments.

The Company has the legal right of offset and the intention to settle on a net basis. As such, the Company has presented these transactions on a net basis on the Statements of Financial Position.

		*Note*	2004 Agreement	2005 Agreement	2006 Agreement	2007 Agreement	Total

Restricted Promissory Notes

	Principal Balance ⁽¹⁾	(b)	6,763	14,082	36,099	26,305	83,249
	Interest receivable ⁽¹⁾		203	525	1,572	1,145	3,445
	Interest Rate		6 percent	6 percent	7 percent	7 percent
	Maturity		DEC 10, 2014	FEB 15, 2015	FEB 15, 2016	FEB 15, 2017

Royalty Payments

	Royalty Rate per ounce of gold produced ⁽²⁾		$13.29 to $24.53	$26.72 to $112.45	$69.69 to $198.95	$40.56 to $147.05
	Royalty payable (current) ⁽¹⁾	(b)	227	463	1,562	1,129	3,381
	Royalty obligation payable (long-term) ⁽¹⁾	(b)	6,858	14,179	36,129	26,398	83,564

Net Profit Interest		(c)	-	-	-	-	-

	Applicable years		2010-2014	2011-2015	2012-2016	2013-2017
	Percent		2.50, 3.00 or 4.00	1.00, 2.00 or 3.00	3.75, 4.00 or 4.25	3.50, 3.70 or 3.90
	Price of gold thresholds		$800, $900 or $1,200	$875, $1,075 or $1,275	$975, $1,175 or $1,375	$1,250, $1,500 or $1,675


	⁽¹⁾	At September 30, 2014.

⁽²⁾

Over the remaining life of the respective agreements.

(b) Net Royalty Obligation

The following schedule outlines the different components of the transaction that are presented net on the Company’s consolidated Statements of Financial Position:

Page 12

		SEPT 30		DEC 31
		2014		2013

Current portion
Assets
Interest receivable on Restricted promissory notes	$	3,445	$	4,991
Restricted promissory note (2004 agreement)		6,763		6,776
Restricted promissory note (2005 agreement)		14,082		-
		24,290		11,767

Liabilities
Current portion of deferred revenue		977		1,075
Interest payable on royalty obligations		3,381		4,782
Royalty obligation (2004 agreement)		6,858		6,911
Royalty obligation (2005 agreement)		14,179		-
		25,395		12,768

Net royalty obligation (current)	$	(1,105)	$	(1,001)

		SEPT 30		DEC 31
		2014		2013

Long-term portion
Assets
Restricted promissory notes	$	62,404	$	76,978

Liabilities
Deferred revenue		766		1,473
Royalty obligation		62,527		77,331
		63,293		78,804

Net royalty obligation (long-term)	$	(889)	$	(1,826)

Total net royalty obligation	$	(1,994)	$	(2,827)

The interest income and the indemnity fees received by the Company are being amortized into income over the prepayment period and the life of the respective agreements. The interest income and the indemnity fees are netted against interest expense and are reflected in “Financing expense” on the consolidated statement of income.

(c) NPI Payment

In addition to the royalty, the Company granted a net profit interest (“NPI”) of varying percentages, payable only if gold prices exceed a pre-determined threshold. Prior to any NPI payment, the Company is entitled to first recover the NPI expenditures (including capital expenditures), working capital, operating losses, interest charges and asset retirement obligations relating to the production of ore at the Seabee Operation. These expenditures are calculated on a cumulative basis from the commencement of the individual agreements. At September 30, 2014, the cumulative carry forward amounts remained in a deficiency position under each of the agreements and no payments are expected during 2014 or 2015.

(d) Call and Put

Under certain circumstances, a 100 percent owned subsidiary of Claude will have the right to purchase (“Call”) the equity of the holder of the royalties or right to receive the royalties at an amount no greater than the fair market value thereof at the time of the Call. The Call price will be paid from the balance owing to the Company under the promissory notes. Under certain circumstances, the purchaser of the royalties will have the right to sell (“Put”) their interest in the royalty to the Company at an amount no greater than the fair market value thereof at the time of the Put. However, such right is subject to the subsidiary of Claude’s pre-emptive right to exercise the Call in advance of any Put being exercised and completed.

Page 13

11.

Loans and Borrowings:

This note provides information about the contractual terms of the Company’s interest-bearing loans and borrowings, which are measured at amortized cost. For more information about the Company’s exposure to interest rate and liquidity risk, see Note 14.

			SEPT 30		DEC 31
			2014		2013

Current liabilities
Demand loans	(a)	$	-	$	2,950
Current portion of finance lease liabilities	(b)		-		291
Current portion of term loan	(c)		3,600		23,628
Revolving loan	(e)		-		5,000
		$	3,600	$	31,869

			SEPT 30		DEC 31
			2014		2013

Non-current liabilities
Term loan	(c)	$	22,399	$	23,628
Less current portion	(c)		(3,600)		(23,628)
		$	18,799	$	-

At December 31, 2013, the Company was not in compliance with a certain financial covenant requirement of the Term Loan. As such, the amortized cost of this facility was reclassified to a current liability. During the first quarter of 2014, the Company obtained a waiver from the lender and entered into a Waiver and Credit Amendment Agreement (“Amending Agreement”) to make certain amendments to the original Credit Agreement. As such, the long-term portion of this Term Loan was reclassified back to non-current liabilities in the first quarter of 2014.

(a) Demand Loans

The Company’s obligations under demand loans were retired during the third quarter of 2014.

	SEPT 30		DEC 31
	2014		2013

$	-	$	2,950
$	-	$	2,950

(b) Finance Lease Liabilities

The Company’s obligations under finance leases were retired during the first quarter of 2014.

		Present Value of		Interest		Future Value of
		Minimum Lease				Minimum Lease
		Payments				Payments
		SEPT 30		DEC 31		DEC 31
		2014		2014		2014

Less than one year	$	-	$	-	$	-

Page 14

		Present Value of		Interest		Future Value of
		Minimum Lease				Minimum Lease
		Payments				Payments
		DEC 31		DEC 31		DEC 31
		2013		2013		2013

Less than one year	$	291	$	2	$	293

(c) Term Loan

Terms

Interest on the Company’s term loan (the “Term Loan”) with Crown Capital Partnership Inc. (“CCP”) is fixed at 10 percent, compounds monthly and is payable monthly. Monthly principal payments of $0.3 million began in May 2014. The maturity date of the Term Loan is 60 months from closing (April 2018), at which time a $10.9 million principal payment will be due.

Closing Costs

The Company incurred $1.6 million of closing costs associated with the completion of this Term Loan. These costs reduce the carrying value of the Term Loan on the Statement of Financial Position and will be amortized using the effective interest rate method at an effect rate of approximately 12 percent over the five year period of the Term Loan.

		SEPT 30		DEC 31
		2014		2013

Term loan	$	25,000	$	25,000
Adjustments:
Closing costs		(1,627)		(1,627)
Amortization of closing costs		526		255
Principal repayments		(1,500)		-
Current portion		(3,600)		(23,628)
	$	18,799	$	-

Repayment Schedule

The tables below outline remaining scheduled repayments of the Term Loan until maturity.

		Term Loan				Future Value of
		Principal				Term Loan
		Payments		Interest		Payments
		SEPT 30		SEPT 30		SEPT 30
		2014		2014		2014

Less than one year	$	3,600	$	2,185	$	5,785
Between one and five years		19,900		3,987		23,887
	$	23,500	$	6,172	$	29,672

The Term Loan is subordinate to all of the Company’s other short-term and long-term Loans and borrowings and contains early retraction and redemption provisions. The Company has the right to prepay the Term Loan subject to a prepayment fee (calculated on the amount being prepaid) of:

Months Following Closing *	Prepayment Fee
Months 13 – 24	2%
Months 25 – 36	1%
Months 37 – 60	0%

* The Term Loan with CCP closed in April 2013.

Page 15

(e) Revolving Loan

The Company’s $5.0 million revolving loan was repaid during the first quarter of 2014.

(f) Line of Credit

The Company has access up to an $8.5 million operating line of credit which bears interest at prime plus 1.625 percent; the prime rate at September 30, 2014 was 3 percent. At September 30, 2014, this operating line of credit was undrawn. These funds are available for general corporate purposes. At September 30, 2014, the Company was bound by and met all covenants on this credit facility.

12.

Share Capital:

Equity Issue:

(a)

Credit Agreement Waiver

During the first quarter of 2014, the Company completed a private placement of 4,545,454 common shares to CCP as payment for a waiver being granted by CCP in connection with the Credit Agreement dated April 5, 2013. At September 30, 2014, there were 188,155,978 common shares of Claude outstanding.

The Company has the following equity-settled plans:

(b)

Employee Share Purchase Plan (“ESPP”)

The ESPP was established to encourage employees to purchase the Company’s common shares. Under the plan, eligible employees may contribute up to five percent of their basic annual salary and the Company shall contribute common shares in an amount equal to 50 percent of the employee’s contribution. Shares of the Company are issued to employees based on a weighted average market price over a specific period.

During the first quarter of 2014, the Company issued 7,799,148 common shares (2013 – 2,065,812) pursuant to 2013 participation in this plan. The maximum number of common shares of the Company available for issue under this ESPP is five percent of the Company’s common shares outstanding. Distribution of common shares pursuant to the Company’s ESPP occurs annually, subsequent to the year of participation.

During the period ended September 30, 2014, compensation expense recognized in respect of the ESPP was $0.1 million (September 30, 2013 - $0.1 million). Year to date, the compensation expense recognized in respect of the ESPP was $0.3 million (YTD 2013 - $0.4 million). This compensation expense has been included in General and administrative expense in the Consolidated Statements of Income.

(c)

Stock Option Plan

The Company has established a stock option plan under which common share purchase options may be granted to directors, officers and key employees. The maximum number of common shares available for option under the stock option plan is nine percent of the Company’s common shares outstanding. Options granted have an exercise price of the Company’s prior day’s closing price quoted on the TSX for the common shares of Claude. All options are settled by physical delivery of shares. Vesting periods of options granted under the Company’s stock option plan vary on a grant by grant basis, at the discretion of the Company’s Board of Directors. Grants to Employees have a term to expiry of 7 to 10 years and typically have a vesting term of 3 to 5 years. Grants to Directors have a term to expiry of 7 to 10 years and vest immediately.

Options outstanding under this plan at September 30, 2014 and December 31, 2013 and their weighted average exercise prices are as follows:

Page 16

			Weighted			Weighted
	SEPT 30		Average	DEC 31		Average
	2014		Exercise	2013		Exercise
	Options		Price	Options		Price

Beginning of year	7,936,361	$	1.19	6,948,527	$	1.43
Options granted	811,576		0.17	1,937,268		0.43
Options exercised	-		-	-		-
Options forfeited	(675,778)		1.00	(934,434)		1.35
Options expired	(60,000)		1.57	(15,000)		1.79
End of year	8,012,159	$	1.10	7,936,361	$	1.19

There were no stock options exercised during the third quarter of 2014 or 2013.

For director and employee options outstanding at September 30, 2014, the range of exercise prices, the weighted average exercise price and the weighted average remaining contractual life are as follows:

	Options Outstanding			Options Exercisable (Vested)
Option Price Per Share	Quantity	Weighted Average Remaining Life	Weighted Average Exercise Price	Quantity	Weighted Average Remaining Life	Weighted Average Exercise Price
$0.17 - $0.50	2,447,563	5.90	$0.35	556,255	5.44	$0.47
$0.51 - $1.00	973,178	4.42	0.75	923,178	4.38	0.75
$1.01 - $1.50	2,339,673	4.08	1.20	2,339,673	4.08	1.20
$1.51 - $2.00	1,775,000	5.32	1.87	1,538,000	5.11	1.86
$2.01 - $2.38	476,745	6.44	2.32	405,396	6.43	2.31
	8,012,159	5.09	$1.10	5,762,502	4.70	$1.31

The foregoing options have expiry dates ranging from January 5, 2015 to November 9, 2021.

The weighted average fair value of stock options granted during the nine months ended September 30, 2014 was $0.12 and was estimated using the Black-Scholes option pricing model with assumptions of a 5.9 year weighted average expected option life, a 6.5 percent expected forfeiture rate, 76.6 percent volatility and an interest rate of 1.8 percent. The weighted average fair value of stock options granted during the nine months ended September 30, 2013 was $0.30 and was estimated using the Black-Scholes option pricing model with assumptions of a 6.0 year weighted average expected option life, a 4.8 percent expected forfeiture rate, 73.6 percent volatility and an interest rate of 1.4 percent.

For the quarter ended September 30, 2014, the compensation expense recognized in respect of stock options was $0.1 million (Q3 2013 - $0.2 million). Year to date, compensation expense recognized in respect of stock options was $0.2 million (YTD 2013 - $0.5 million). This compensation expense has been included in General and administrative expenses in the Consolidated Statements of Income (loss).

The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares over the weighted average expected option life.

The Company has the following cash-settled plans:

(d)

Deferred Share Unit Plan

The Company offers a Deferred Share Unit (“DSU”) plan to non-employee Directors. A DSU is a notional unit that reflects the market value of a single common share of Claude. A portion of each Director’s annual retainer is paid in DSUs. Each DSU fully vests upon award and are redeemable for cash upon a director leaving the Company’s Board of Directors. The redemption amount will be based upon the weighted average of the closing prices of the common shares of Claude on the TSX for the last 20 trading days prior to the redemption date multiplied by the number of DSUs held by the Director.

Page 17

During 2014, the Company granted 3,043,481 DSUs to participating Directors. At September 30, 2014, total DSUs held by participating Directors was 3,302,985 (December 31, 2013 – 1,580,086). During the third quarter of 2014, the Company settled 1,320,582 DSUs in conjunction with the retirement of two Directors.

Year to date, compensation expense recognized in respect of DSUs during 2014 was $0.8 million (YTD 2013 - $0.3 million). This compensation expense has been included in General and administrative expenses in the Consolidated Statements of Income.

(e)

Restricted Share Unit Plan

In 2014, the Company established a Restricted Share Unit (“RSU”) plan whereby it may provide each plan participant an annual grant of RSUs in an amount determined by the Company’s Board of Directors. An RSU is a notional unit that reflects the market value of a single common share of Claude that entitles the participant to a cash payment for all fully vested units. RSUs vest annually over a three-year period. The final value of the RSUs will be based upon the weighted average of the closing prices of the common shares of Claude on the TSX for the last 20 trading days prior to the redemption date multiplied by the number of RSUs held by participants.

For RSUs, the Company records compensation expense with an offsetting credit to accounts payable to reflect the estimated fair value of RSUs granted to participants. During the second quarter of 2014, a total of 1,058,696 RSUs were granted to participants in the Company’s RSU plan. At September 30, 2014, total RSUs held by plan participants was 778,261.

Year to date, compensation expense recognized in respect of RSUs during 2014 was $0.1 million (YTD 2013 - nil). This compensation expense has been included in General and administrative expenses in the Consolidated Statements of Income.

Other:

(f)

Schedule of Warrants Outstanding

Each common share purchase warrant entitles the holder to acquire one common share of the Company at prices determined at the time of issue.

			Number			Number
	Exercise		Outstanding at			Outstanding at
	Price	Expiry Date *	DEC 31, 2013	Granted	Cancelled	SEPT 30, 2014
$	0.70	April 5, 2018	5,750,000	-	5,750,000	-

* At September 30, 2014, there were no common share purchase warrants outstanding. This compares to 5.8 million common share purchase warrants outstanding at December 31, 2013. During the first quarter of 2014, the 5,750,000 warrants held by CCP were cancelled in conjunction with an Amending Agreement pursuant to a long term debt arrangement between Claude and CCP.

The range of exercise prices and dates of expiration of the common share purchase warrants outstanding at December 31, 2013 were as follows:

			Number			Number
	Exercise		Outstanding at			Outstanding at
	Price	Expiry Date	DEC 31, 2012	Granted	Expired	DEC 31, 2013
$	1.60	May 22, 2013	1,693,200	-	1,693,200	-
$	0.70	April 5, 2018	-	5,750,000	-	5,750,000
			1,693,200	5,750,000	1,693,200	5,750,000

Page 18

13.

Earnings (Loss) Per Share:

Basic:

The calculation of basic earnings per share has been based on the following profit (loss) attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

		Three Months Ended				Nine Months Ended
		SEPT 30		SEPT 30		SEPT 30		SEPT 30
		2014		2013		2014		2013

Net profit (loss) attributable to common Shareholders	$	6,852	$	(33,871)	$	5,068	$	(46,323)
Weighted average number of common shares outstanding (basic)		188,156		175,811		186,136		175,478
Basic net profit (loss) per share	$	0.04	$	(0.19)	$	0.03	$	(0.26)

Diluted:

		Three Months Ended				Nine Months Ended
		SEPT 30		SEPT 30		SEPT 30		SEPT 30
		2014		2013		2014		2013

Net profit (loss) attributable to common Shareholders	$	6,852	$	(33,871)	$	5,068	$	(46,323)
Weighted average number of common shares outstanding		188,156		175,811		186,136		175,478
Dilutive effect of stock options		303		-		176		-
Dilutive effect of warrants		-		-		-		-
Weighted average number of common Shares outstanding (diluted)		188,459		175,811		186,312		175,478
Diluted net earnings per share	$	0.04	$	(0.19)	$	0.03	$	(0.26)

Excluded from the computation of diluted earnings per share for the three months ended September 30, 2014 were options outstanding on 7,025,583 common shares with an average exercise price greater than the average market price of the Company’s common shares. Excluded from the computation of diluted earnings per share for the nine months ended September 30, 2014 were options outstanding on 7,200,583 common shares with an average exercise price greater than the average market price of the Company’s common shares.

For the three months ended September 30, 2013 and year to date September 30, 2013, there was no effect of applying the treasury-stock method to the weighted average number of shares outstanding as all of the options and warrants were anti-dilutive.

14.

Financial Instruments:

The Company is exposed in varying degrees to a variety of financial instrument related risks by virtue of its activities. The overall financial risk management program focuses on preservation of capital and protecting current and future Company assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets.

The Company’s Board of Directors has responsibility to ensure that an adequate financial risk management policy is established and to approve the policy.

The Company’s Audit Committee oversees Management’s compliance with the Company’s financial risk management policy, approves financial risk management programs, and receives and reviews reports on management compliance with the policy.

Page 19

The types of risk exposures and the way in which such exposures are managed are as follows:

Credit Risk – The Company’s credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents, receivables, and commodity and currency instruments. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalents and reclamation deposits with high-credit quality financial institutions. Sales of precious metals are to entities considered to be credit worthy, as evaluated through the Company’s risk management program, which includes an evaluation of new and existing customers and quarterly monitoring.

Liquidity Risk – The Company ensures that there is sufficient capital in order to meet short term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash and cash equivalents. The Company believes operating cash flows will be sufficient to fund the ongoing capital improvements at the Seabee properties for the next twelve months. The Company’s cash is invested in business accounts with quality financial institutions and is available on demand.

Market Risk – Market risk is the potential for loss from adverse changes in the market value of financial instruments. The level of market risk that the Company is exposed to varies depending on the composition of its derivative instrument portfolio, as well as current and expected market conditions. The significant market risk exposures to which the Company is exposed are Foreign exchange risk, Commodity price and Interest rate risk. These are discussed further below:

Foreign exchange risk – The results of the Company’s operations are subject to currency risks. The Company’s revenues from the production and sale of gold are denominated in U.S. dollars. However, the Company’s operating expenses are primarily incurred in Canadian dollars and its liabilities are primarily denominated in Canadian dollars. The Company is not exposed to material foreign exchange risk on its financial instruments.

For a $0.01 movement in the US$/CDN$ exchange rate, based on assumptions comparable to third quarter 2014 actuals, earnings and cash flow will have a corresponding movement of $0.9 million, or $0.00 per share.

Interest rate risk – In respect to the Company’s financial assets, the interest rate risk mainly arises from the interest rate impact on our cash and cash equivalents, reclamation deposits and debt. In respect to financial liabilities, one of the Company’s demand loans carries a floating interest rate with the balance of Company debt at fixed interest rates. When possible, the Company will fix its interest costs to avoid variations in cash flows. Due to the greater proportion of fixed rate debt, a one percent change in interest rates would not materially impact earnings or cash flows.

Commodity price risk – The value of the Company’s mineral resources is related to the price of gold and the outlook for this mineral. Gold and precious metal prices historically have fluctuated widely and are affected by numerous factors outside of the Company’s control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities and certain other factors related specifically to gold. The profitability of the Company’s operations is highly correlated to the market price of gold. If the gold price declines below the cost of production at the Company’s operations, for a prolonged period of time, it may not be economically feasible to continue production. The Company is not exposed to material commodity price risk on its financial instruments.

For a U.S. $10 movement in gold price per ounce, based on assumptions comparable to third quarter 2014 actuals, earnings and cash flow will have a corresponding movement of CDN $0.7 million, or $0.00 per share.

At September 30, 2014, the Company had derivative instruments outstanding in the form of forward sales contracts relating to 2014 production totaling 12,500 ounces. The market value gain inherent in these contracts at September 30, 2014 was $0.9 million. The Company did not have any derivative instruments outstanding at September 30, 2013.

Fair Value - The Company has various financial instruments comprised of cash and cash equivalents, receivables, short and long-term investments, restricted promissory notes, reclamation deposits, demand loans, accounts payable and accrued liabilities, long-term debt, and royalty obligations.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For disclosure purposes, all financial instruments measured at fair value are categorized into one of three hierarchy levels, described below. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities:

Page 20

Level 1 – Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2 – Values based on quoted prices in markets that are not active or model inputs that are observable either directly (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurement used to value option contracts) or indirectly for substantially the full term of the asset or liability.

Level 3 – Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The fair values of financial assets and liabilities, together with the carrying amounts shown in the Statement of Financial Position, are as follows:

	SEPT 30		DEC 31
	2014		2013
	Carrying Value	Estimated Fair Value	Carrying Value	Estimated Fair Value

Loans and receivables
Cash and cash equivalents ⁽¹⁾	$10,586	$10,586	-	-
Short-term investments ⁽¹⁾	-	-	$1,500	$1,500
Accounts receivable ⁽²⁾	252	252	2,873	2,873
Available-for-sale financial assets
Investments ⁽¹⁾	1,483	1,483	143	143
Held-to-maturity
Deposits for reclamation costs	1,829	1,829	2,237	2,237
Derivative instruments ⁽³⁾	859	859	-	-
Other financial assets
Assets held for sale	-	-	13,423	13,423
Other financial liabilities
Bank indebtedness	-	-	8,623	8,623
Demand and revolving loans	-	-	7,950	7,950
Accounts payable	7,872	7,872	6,997	6,997
Liabilities related to assets held for sale	-	-	2,316	2,316
Net royalty obligations	1,994	1,994	2,827	2,827
Term loan	22,399	23,500	23,628	25,000

⁽¹⁾

Based on quoted market prices – Level 1.

⁽²⁾

At September 30, 2014, there were no receivables that were past due or considered impaired.

⁽³⁾

Based on models with observable inputs – Level 2.

Valuation Techniques:

Investments

The fair value of Investments is determined based on the closing bid price of each security at the balance sheet date. The closing bid price is a quoted market price obtained from the exchange that is the principal active market for the particular security, and therefore Investments are classified within Level 1 of the fair value hierarchy.

Term Loan

The Company’s Term Loan is recorded at amortized cost. The fair value is the principal outstanding on the Term Loan, as the fixed interest rate approximates rates for similar instruments.

Page 21

15.

Capital Management:

The Company’s objective when managing its capital is to safeguard its ability to continue as a going concern so that it can provide adequate returns to shareholders and benefits to other stakeholders. The Company defines capital that it manages as the aggregate of its equity attributable to owners of the Company, which is comprised of issued capital, contributed surplus, accumulated deficit and accumulated other comprehensive income (loss).

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets and the Company’s working capital requirements. In order to maintain or adjust the capital structure, the Company (upon approval from its Board of Directors, as required) may issue new shares through private placements, sell assets or incur debt. The Board of Directors reviews and approves any material transaction out of the ordinary course of business, including proposals on acquisitions, major investments, as well as annual capital and operating budgets. The Company believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the period ended September 30, 2014. The Company is not subject to externally imposed capital requirements.

The Company utilizes a combination of short-term and long-term debt and equity to finance its operations and exploration.

				SEPT 30		DEC 31
	Interest	Maturity		2014		2013

Demand loans			$	-	$	2,950
Revolving loan				-		5,000
Finance lease liabilities				-		291
Term loan *	10.00%	Apr/2018		22,399		23,628
Total debt			$	22,399	$	31,869

Shareholders’ equity				130,018		122,596

Debt to equity				17.2%		26.0 %

* Closing costs associated with the Company’s long-term debt are netted against the principal balance owing, thereby reducing the carrying value of the Company’s debt on the Statement of Financial Position. Amounts presented in the above table are the amortized cost of the balances owing (Note 11).

At September 30, 2014, the Company is bound by and has met all covenants on its credit facilities.

Page 22

Exhibit 99.2

Management’s Discussion and Analysis

The following Management’s Discussion and Analysis (“MD&A”) of the consolidated operating and financial performance of Claude Resources Inc. (“Claude” or the “Company”) for the three and nine months ended September 30, 2014 with the corresponding period of 2013 is prepared as of October 30, 2014. This discussion is the responsibility of Management and has been prepared using International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. This discussion should be read in conjunction with the Company’s September 30, 2014 condensed consolidated interim financial statements and notes thereto and the Company’s 2013 annual MD&A and 2013 audited consolidated financial statements and notes thereto. The Board of Directors has approved the disclosure presented herein. All amounts referred to in this discussion are expressed in Canadian dollars, except where otherwise indicated.

Overview

Claude Resources Inc., incorporated pursuant to the Canada Business Corporations Act, is a gold producer with shares listed on both the Toronto Stock Exchange (TSX-CRJ) and OTCQB (OTCQB - CLGRF). The Company is also engaged in the exploration and development of gold Mineral Reserves and Mineral Resources. The Company’s entire asset base is located in Canada.

The Company’s revenue generating asset is the 100 percent owned Seabee Gold Operation, located in northern Saskatchewan, which includes 42,500 acres (17,200 hectares) and is comprised of six mineral leases and extensive surface infrastructure. Claude also owns 100 percent of the Amisk Gold Project in northeastern Saskatchewan. The Amisk Gold Project is located 20 kilometres southwest of Flin Flon, Manitoba and hosts the Amisk Gold Deposit and a large number of gold occurrences and prospects. At 99,800 acres (40,400 hectares), this gold and silver exploration property is one of the largest land positions in the Flin Flon mineral district.

The Company’s Seabee and Amisk properties contain large, long life Mineral Resources in the politically safe jurisdiction of Canada. These properties, and their related deposits, each contain over one million ounces of gold in the ground inventory and have significant leverage to the price of gold and provide valuable opportunities for the Company and its shareholders. Management intends to monitor the attractiveness of these projects and evaluate alternatives to optimize value.

Production, Financial and Exploration Highlights

Seabee Gold Operation Production

•

Production: Record production of 20,614 ounces produced during the third quarter of 2014 (surpassing the former quarterly production record of 18,742 ounces of gold produced during the second quarter of 2014) was nearly double period over period (Q3 2013 - 10,541 ounces produced). This increase was attributable to increased tonnes and grade period over period. Year to date, 50,700 ounces produced (YTD 2013: 31,061 ounces produced). For fiscal 2014, the Company’s forecast gold production at the Seabee Gold Operation is estimated to range from 61,000 to 64,000 ounces of gold (previously 50,000 to 54,000 ounces of gold). Over the last eight quarters, gold production at the Seabee Gold Operation was 107,100 ounces (including 63,400 ounces of gold production over the last four quarters).

•

Tonnes Milled: Mill throughput was 74,930 tonnes at 8.88 grams per tonne with a recovery of 96.4 percent during the third quarter of 2014 (Q3 2013 - 64,642 tonnes at 5.30 grams per tonne with a recovery of 95.8 percent). Year to date, mill throughput was 219,046 tonnes at 7.53 grams per tonne with a recovery of 95.6 percent (YTD 2013: 205,596 tonnes at 4.94 grams per tonne with a recovery of 95.2 percent).

•

Santoy Gap: Achieved initial development ore during the first half of 2014 with long-hole production (originally expected to begin in the fourth quarter of 2014) initiated ahead of schedule during the third quarter. The Santoy Gap deposit (part of the Santoy Mine Complex) represents an opportunity for the Company to grow production due to Santoy Gap’s proximity to permitted mine infrastructure, low development cost and near-term production potential.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 2

Santoy Gap

•

Year to date, the Santoy Gap deposit has produced over 28,000 tonnes at approximately 8.60 grams of gold per tonne. Thus far, the average grade has been 34 percent higher than the Santoy Gap Mineral Reserve grade of 6.40 grams of gold per tonne. Year to date, the Santoy Gap has had a positive impact on production from the Santoy Mine Complex with overall grades improving to 6.75 grams of gold per tonne in the third quarter versus the 4.66 grams of gold per tonne during the first half of this year.

•

Production ramp up at the Santoy Gap is ahead of schedule and will become the main contributor of tonnes and ounces mined from the Santoy Mine Complex during the remainder of 2014. During the fourth quarter of 2014, production tonnage from Santoy Gap is expected to average 250 to 350 tonnes per day. The increase in tonnage and grade from Santoy Gap will drive unit cost improvements going forward.

•

During the third quarter, the Company engaged an engineering firm to update sections of the Santoy Gap mine plan with a focus on mine design, ventilation and future power requirements. Once completed, the Company will move forward with development to achieve a full production rate of 500 to 700 tonnes per day. Capital expenditures required to achieve the future production ramp up are expected to be minimal and the Company expects to fund its organic growth through internal cash flows.

•

The Company is conducting a 27,000 metre infill drilling program to better define and expand the current Mineral Reserves and Mineral Resources at the Santoy Gap and to optimize mine design. To date, the results have been very positive and include an intersection of 26.77 grams of gold per tonne over 8.7 metres true width (Please see Claude news release “Claude Resources Drills 26.77 G/T Gold over 8.7 M & Initiates Long-Hole Production at Santoy Gap” dated September 10, 2014).

•

The Santoy Gap deposit is unique within the Seabee Gold Operation in that it contains approximately 2,000 ounces per vertical metre, whereas the Company has historically mined approximately 1,000 ounces per vertical metre at the Seabee Mine. As such, it is expected that operations will be able to mine more ounces with less capital development and at lower costs. This not only provides the opportunity to increase production but also increase margins and cash flow.

•

Exploration results at the Santoy Mine Complex demonstrate that this system has the potential to be much larger than it is today. During the first quarter of 2013, two out of three drill holes returned significant assay results of 330.35 grams per tonne over 1.55 metres and 18.80 grams per tonne over 13.86 metres. These holes are located outside the Company’s current Mineral Resource and demonstrate that the system continues at depth and along strike of the ore body. Claude expects that the Santoy Gap deposit will play a significant role at the Seabee Gold Operation for many years to come.

Seabee Mine Alimak Mining Method

•

During 2014, the Company has been utilizing the Alimak mining method on the L62 deposit within the Seabee Mine.

•

The Alimak mining method is a proven method utilized at operations similar to the Seabee Gold Operation. One of the benefits of the Alimak mining method is that it requires significantly less development which then decreases overall costs and time to produce. As an example, the Company now has the ability to mine a 100 metre high stope in nine months utilizing the Alimak mining method versus 16 to 18 months needed for traditional Long Hole mining. The Alimak method has been a key driver in the Seabee Mine achieving year to date production of 480 tonnes per day at an average grade of 8.93 grams of gold per tonne.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 3

Financial

•

Revenue: For the three months ended September 30, 2014, sales of 17,578 ounces (Q3 2013 - 10,781 ounces) at an average price of CDN $1,384 (U.S. $1,270) generated revenue of $24.3 million, compared to Q3 2013 revenue of $15.0 million at an average price of $1,389 (U.S. $1,338), reflecting a 63 percent increase in ounces sold and consistent average realized price period over period. Year to date, sales of 46,133 ounces (YTD 2013 - 31,614 ounces) at an average price of $1,402 (U.S. $1,281) generated revenue of $64.7 million, a 40 percent increase over the comparable period of 2013.

•

Net (loss) profit: Net profit of $6.9 million, or $0.04 per share (Q3 2013 - net loss of $33.9 million, or $0.19 per share, after an impairment charge of $45.2 million which was partially offset by a $12.5 million deferred income tax recovery). Year to date, net profit of $5.1 million, or $0.03 per share (YTD 2013 - net loss of $46.3 million, or $0.26 per share, after $56.0 million in impairment charges which were partially offset by a $16.8 million deferred income tax recovery).

•

Adjusted Net profit (loss) ⁽¹⁾: After adjusting for deferred income tax (recovery) expense and non-recurring items such as impairment charges and gain (loss) on sale of assets and investments, the Company’s adjusted net profit was $5.8 million, or $0.03 per share (Q3 2013 - adjusted net loss of $1.2 million, or $0.01 per share). Year to date, adjusted net profit of $4.4 million, or $0.02 per share (YTD 2013 - adjusted net loss of $6.8 million, or $0.04 per share).

•

All in sustaining costs⁽¹⁾: $18.7 million, or CDN $1,063 (U.S. $976) per ounce (Q3 2013 - $17.0 million, or CDN $1,574 (U.S. $1,516) per ounce). Year to date, $58.4 million, or CDN $1,265 (U.S $1,156) per ounce (YTD 2013 - $61.9 million, or CDN $1,957 (U.S. $1,912) per ounce).

•

Cash cost per ounce of gold ⁽¹⁾: CDN $735 (U.S. $675) per ounce for the three months ended September 30, 2014 was 20 percent lower than the CDN $919 (U.S. $885) per ounce for the third quarter of 2013. Year to date, cash cost per ounce of gold was CDN $801 (U.S. $732) per ounce, a 20 percent decrease from the cash cost per ounce of CDN $999 (U.S. $976) reported during the first nine months of 2013.

•

Cash flow from operations before net changes in non-cash operating working capital ⁽²⁾: $10.4 million, or $0.06 per share (Q3 2013 - $4.3 million, or $0.02 per share). Year to date, $22.0 million, or $0.12 per share (YTD 2013 - $9.3 million, or $0.05 per share).

•

Working capital: $27.8 million (December 31, 2013 - working capital deficiency of $11.9 million).

•

The Company received the final payment of $2.5 million cash during Q3 2014, pursuant to the Madsen Gold Project sale to Pure Gold Mining Inc.(“PGM”), formerly Laurentian Goldfields.

•

During the third quarter, the Company sold 5.7 million of its shares of PGM for gross proceeds of $2.5 million. At September 30, 2014, the Company still held 4.1 million shares of PGM.

•

Debt reduction totaled $9.7 million during the first nine months of 2014.

•

Cash and cash equivalents of $10.6 million at September 30, 2014.

Exploration

Seabee Gold Operation:

•

During the first nine months of 2014, exploration expenditures at the Seabee Gold Operation focused on review and compilation of existing data to support the development and evaluation of several near-mine targets.

•

Drilling at the Seabee Gold Operation is anticipated to be approximately 55,000 metres; 41,000 metres have been completed as at the end of September. Focus will continue to be on low cost per ounce targets, proximal to infrastructure with the potential to materially impact near-term production, drive resource growth and to positively impact the Company’s Mineral Reserves and Mineral Resources.

Mineral Reserves and Mineral Resources:

•

The Seabee Gold Operation’s Proven and Probable Mineral Reserves at November 15, 2013 were 422,900 ounces of gold. Measured and Indicated (“M&I”) Mineral Resources at November 15, 2013 were 175,200 ounces of gold. Inferred Mineral Resources at November 15, 2013 were 582,900 ounces of gold.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 4

•

The Santoy Gap deposit, part of the Santoy Mine Complex, represents an opportunity for the Company to grow production due to Santoy Gap’s proximity to permitted mine infrastructure, low development cost and near-term production potential. The Santoy Gap deposit hosts Proven and Probable Mineral Reserves of 266,100 ounces of gold at 5.68 grams per tonne, Measured and Indicated Mineral Resources of 83,900 ounces of gold at 8.44 grams per tonne and Inferred Mineral Resources of 270,800 ounces of gold at 6.96 grams per tonne.

•

An updated NI 43-101 Mineral Reserve and Mineral Resource compliant statement for the Seabee Gold Operation is anticipated to be completed during the first quarter of 2014.

Amisk Gold Project:

•

During 2014, no exploration expenditures are planned for the Amisk Gold Project.

Outlook

Corporate Outlook

In the future, Claude will continue to:

Pursue best practices in the areas of safety, health and the environment in our operations;

ii)

Reduce capital and operating expenditures and improve unit operating costs at the Seabee Gold Operation by continuing to focus on the Company’s cash flow optimization plan designed to maximize cash flow while developing lower cost and higher grade satellite deposits including the Santoy Gap deposit; and

iii)

Sustain or increase reserves and resources at the Seabee Gold Operation through targeted exploration and development.

Operating and Financial Outlook

Gold production during 2014 at the Seabee Gold Operation is estimated to range from 61,000 to 64,000 ounces of gold (previously 50,000 to 54,000 ounces of gold). Unit cash costs for 2014 are expected to be approximately 20 percent lower than 2013’s unit cash costs of $983 CDN per ounce. Quarterly operating results are expected to fluctuate throughout 2014; as such, they will not necessarily be reflective of the full year average.

At current gold prices and forecast production, Management believes that operating cash flows, proceeds from the sale of Madsen and proceeds from the sale of NSR royalty on the Seabee Gold Operation will be sufficient to fund the 2015 Winter Ice Road resupply requirements and further development opportunities at the Seabee Gold Operation.

Forecast and Capital Outlook

During 2014, capital expenditures at the Seabee Gold Operation are expected to include continued investment and upgrades that are estimated to total approximately $21.3 million, funded from a combination of operating cash flow, the sale of the Madsen Gold Project and the sale of the NSR royalty on the Seabee Gold Operation. This 30 percent reduction from 2013 expenditures of $30.6 million is due to the completion of several major projects, including the shaft extension.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 5

Table 1: Capital Expenditures (CDN$ million)
		2014 Estimate		2014 9 months Actual		2013 9 months Actual		2013 Full Year Actual
Capital
Development	$	16.3	$	12.5	$	17.5	$	23.0
Property, Plant and Equipment		5.0		3.3		6.5		7.6
Total	$	21.3	$	15.8	$	24.0	$	30.6

Development expenditures are expected to be prioritized at Santoy Gap. Property, plant and equipment costs include expenditures on equipment replacement and tailings management facilities.

Exploration Outlook

Exploration spending during 2014 is forecast to be approximately $0.2 million (2013 - $1.6 million).

At the Seabee Gold Operation, exploration expenditures will focus on low cost per ounce targets, proximal to infrastructure with the potential to materially impact near-term production, drive resource growth and to positively impact the Company’s Mineral Reserves and Mineral Resources. Drilling at Seabee is anticipated to consist of approximately 55,000 metres.

Strategic Review

The Company has engaged a strategic and financial advisor to explore alternatives with the objective to maximize value for all shareholders. Work on this initiative has been ongoing since March of 2014. In addition, the Company is continuing to investigate various external debt restructuring options.

Mining Operations Results

Seabee Gold Operation

At the Seabee Gold Operation, Claude is focused on improving profit margins and executing its mine plan. Profit margins will be increased by targeting higher grades and margin deposits (L62, Santoy Gap), with continued focus on cost control for materials and supplies as well as controlling labour costs.

The Company is also continuing with its review of operating processes and procedures to identify and implement efficiencies designed to increase production and lower operating costs.

During the third quarter of 2014, the Company milled 74,930 tonnes at a grade of 8.88 grams of gold per tonne (Q3 2013 - 64,642 tonnes at a grade of 5.30 grams of gold per tonne) for total production of 20,614 ounces of gold (Q3 2013 - production of 10,541 ounces of gold). The 96 percent increase in ounces produced was attributable to a 68 percent increase in grade and a 16 percent increase in tonnes milled period over period.

Year to date, the Company milled 219,046 tonnes at a grade of 7.53 grams of gold per tonne (YTD 2013 - 205,596 tonnes at a grade of 4.94 grams of gold per tonne). Year to date, produced ounces were 50,700 (YTD 2013 - 31,061 ounces); with mill recoveries relatively unchanged period over period, the increase in ounces produced is attributable to a 52 percent increase in grade and a seven percent increase in tonnes milled.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 6

Table 2: Seabee Gold Operation Quarterly Production Statistics
	Three Months Ended			Nine Months Ended
	Sept 30	Sept 30		Sept 30	Sept 30
	2014	2013	Change	2014	2013	Change

Operating Data
Tonnes Milled	74,930	64,642	16%	219,046	205,596	7%
Tonnes per Day	814	703	16%	802	753	7%
Head Grade (grams per tonne)	8.88	5.30	68%	7.53	4.94	52%
Recovery (%)	96.4%	95.8%	1%	95.6%	95.2%	-
Gold Ounces
Produced	20,614	10,541	96%	50,700	31,061	63%
Poured	20,948	10,778	94%	49,495	31,708	56%
Sold	17,578	10,781	63%	46,133	31,614	46%

Seabee Mine

During the third quarter of 2014, the Seabee Mine produced 13,657 ounces of gold (Q3 2013 - 6,594 ounces). This increase was attributable to a 25 percent increase in tonnes milled (due to the completion of the shaft extension during 2013 and the commencement of the Alimak mining method on the L62 deposit during 2014) and a 65 percent increase in grade attributable to differences in mine sequencing period over period. The key drivers of the increase in grade have been increased contribution from the L62 and scheduled grades reconciling above reserve grades.

Year to date, the Seabee Mine produced 35,942 ounces (YTD 2013 - 18,036 ounces). This increase was attributable to a 24 percent increase in tonnes milled and a 61 percent increase in grade.

Table 3: Seabee Mine Quarterly Production Statistics
	Three Months Ended			Nine Months Ended
	Sept 30	Sept 30		Sept 30	Sept 30
	2014	2013	Change	2014	2013	Change

Tonnes Milled	41,709	33,456	25%	131,041	106,010	24%
Tonnes per Day	453	364	24%	480	388	24%
Head Grade (grams per tonne)	10.57	6.40	65%	8.93	5.56	61%
Gold Produced (ounces)	13,657	6,594	107%	35,942	18,036	99%

Santoy Mine Complex

During the third quarter of 2014, the Santoy Mine Complex produced 6,957 ounces of gold (Q3 2013 - 3,947 ounces) from the Santoy Gap and Santoy 8 deposits. Period over period, this result is attributable to a 64 percent increase in grade and a seven percent increase in tonnes (due to increased contribution from the Santoy Gap Deposit).

Year to date, the Santoy Mine Complex produced 14,758 ounces (YTD 2013 - 13,025 ounces). This increase was attributable to a 28 percent increase in grade offset by a 12 percent decrease in tonnes. During the third quarter, tonnage from the Santoy Gap deposit surpassed tonnage from Santoy 8.

Table 4: Santoy Mine Complex Quarterly Production Statistics
	Three Months Ended			Nine Months Ended
	Sept 30	Sept 30		Sept 30	Sept 30
	2014	2013	Change	2014	2013	Change

Tonnes Milled	33,221	31,186	7%	88,005	99,586	(12%)
Tonnes per Day	361	339	6%	322	365	(12%)
Head Grade (grams per tonne)	6.75	4.11	64%	5.45	4.27	28%
Gold Produced (ounces)	6,957	3,947	76%	14,758	13,025	13%

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 7

Capital Projects

Tailings Facility

During 2014, the Company continued with upgrades to its tailings facilities to ensure adequate storage capacity and treatment of Mill effluent; work on this project is expected to carry over to 2015. When completed, this facility will be permitted up to 460 metre elevation which will support a minimum of four years of operations.

Santoy Gap

The Company has completed the ramp from Santoy 8 to the Santoy Gap deposit as well as three drill chambers for infill and definition drilling. During June 2014, the 290 metre vent raise broke through to surface. Work continued on the vent raise during the third quarter, including surface preparation for additional power and ventilation infrastructure. Completion of the vent relieves a shortage of power and ventilation at Santoy Gap and will help to expedite development. Mining crews have exposed the eastern portion of the ore body on the 24, 26, 28 and 30 levels as well as on the western portion of the 26 level. The 28 and 30 levels were the first to be developed and began long-hole production ahead of schedule during the third quarter.

Financial Results of Operations

Highlights

Table 5: Highlights of Financial Results of Operations
		Three Months Ended				Nine Months Ended
		Sept 30		Sept 30		Sept 30		Sept 30
		2014		2013		2014		2013

Revenue	$	24,323	$	14,976	$	64,665	$	46,324
Production costs	$	12,021	$	9,909	$	35,243	$	31,581
Impairment charges	$	-	$	45,187	$	-	$	56,034
Gross profit (loss)	$	6,796	$	(293)	$	10,887	$	(960)
Net profit (loss)	$	6,852	$	(33,871)	$	5,068	$	(46,323)
Earnings (loss) per share (basic and diluted)	$	0.04	$	(0.19)	$	0.03	$	(0.26)

Average realized price per ounce (CDN$)	$	1,384	$	1,389	$	1,402	$	1,465
Average realized price per ounce (U.S.$)	$	1,270	$	1,338	$	1,281	$	1,432
All-In Sustaining Cost per ounce (CDN$)⁽¹⁾	$	1,063	$	1,574	$	1,265	$	1,957
All-In Sustaining Costs (U.S.$/oz) ⁽¹⁾	$	976	$	1,516	$	1,156	$	1,912
Cash Cost per ounce (CDN$/oz) ⁽¹⁾	$	735	$	919	$	801	$	999
Cash Cost per ounce (U.S.$/oz) ⁽¹⁾	$	675	$	885	$	732	$	976

The Company anticipates that the increasing contribution of the Santoy Gap deposit and continued contribution of ore from the L62 deposit will be positive catalysts in lowering overall unit operating costs at the Seabee Gold Operation during 2014 and beyond.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 8

Net Profit (Loss)

For the three months ended September 30, 2014, the Company recorded net profit of $6.9 million, or $0.04 per share. This compares to a net loss of $33.9 million, or $0.19 per share, after a $45.2 million impairment charge which was partially offset by a $12.5 million deferred income tax recovery, for the three months ended September 30, 2013.

Year to date, the Company recorded net profit of $5.1 million, or $0.03 per share (YTD 2013 - net loss of $46.3 million, or $0.26 per share, after $56.0 million of impairment charges which were partially offset by $16.8 million of deferred income tax recovery).

Revenue

Gold revenue from the Company’s Seabee Gold Operation for the three months ended September 30, 2014 increased 62 percent to $24.3 million from the $15.0 million reported for the comparable period of 2013. The increase in gold revenue period over period was attributable to higher gold sales volume (Q3 2014 - 17,578; Q3 2013 - 10,781 ounces) and consistent Canadian dollar gold prices realized (Q3 2014 $1,384 (U.S. $1,270); Q3 2013 - $1,389 (U.S. $1,338)).

Year to date, gold revenue increased 40 percent to $64.7 million from the $46.3 million reported in the first nine months of 2013. This increase was attributable to a sales volume increase of 46 percent (YTD 2014 - 46,133 ounces; YTD 2013 - 31,614 ounces) period over period offset by a four percent decrease in Canadian dollar gold prices realized (YTD 2014 - $1,402 (U.S. $1,281); YTD 2013 - $1,465 (U.S. $1,432)).

Production Costs

For the three months ended September 30, 2014, mine production costs of $12.0 million (Q3 2013 - $9.9 million) were 21 percent higher period over period. Year to date, mine production costs were $35.2 million (YTD 2013 - $31.6 million), an increase of 11 percent. All in sustaining costs ⁽¹⁾ during the third quarter were $18.7 million, or CDN $1,063 (U.S. $976) per ounce (Q3 2013 - $17.0 million, or CDN $1,574 (U.S. $1,516) per ounce). Year to date, All in sustaining costs were $58.4 million, or CDN $1,265 (U.S $1,156) per ounce (YTD 2013 - $61.9 million, or CDN $1,957 (U.S. $1,912) per ounce). For the third quarter of 2014, total cash cost per ounce of gold ⁽¹⁾ of CDN $735 (U.S. $675) per ounce decreased from CDN $919 (U.S. $885) during the third quarter of 2013. Year to date, total cash cost per ounce of CDN $801 (U.S. $732) per ounce was 20 percent lower than the cash cost per ounce of CDN $999 (U.S. $976) reported during the first nine months of 2013. These results are attributable to 63 percent and 46 percent more ounces sold (period over period and year to date, respectively), a reflection of higher grade and increased tonnes milled.

Production Royalty

During the first quarter of 2014, the Company completed a Net Smelter Return (“NSR”) royalty agreement with Orion Mine Finance Fund on the Seabee Gold Operation (Please see Claude news release “Claude Enters into Royalty Transaction with Orion Mine Finance” dated March 20, 2014). For the three months ended September 30, 2014, the three percent NSR royalty on production from the Seabee Gold Operation was $0.9 million (Q3 2013 - $nil). Year to date, the NSR royalty was $1.7 million (YTD 2013 - $nil).

Depreciation and Depletion

For the three months ended September 30, 2014, depreciation and depletion was $4.6 million (Q3 2013 - $5.4 million), down 15 percent period over period. These results are attributable to an increase in tonnes mined and milled and an increase in the Seabee Gold Operation’s asset base more than offset by an increase in the Seabee Gold Operation’s reserves. Year to date, depreciation and depletion was $16.8 million, a seven percent increase over the $15.7 million reported for the first nine months of 2013. This result is attributable to an increase in tonnes mined and milled and an increase in the Seabee Gold Operation’s asset base, somewhat offset by an increase in the Seabee Gold Operation’s reserves. Beginning in Q3 2014, the Company brought its Santoy Gap asset base and reserves into the calculation of depletion.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 9

General and Administrative Expense

General and administrative expense of $1.3 million for the three months ended September 30, 2014 was relatively unchanged from the comparable period of 2013. For the first nine months of 2014, general and administrative costs of $5.2 million were relatively unchanged from those reported for the comparable period of 2013.

Table 6: Corporate General and Administrative Expense
		Three Months Ended				Nine Months Ended
		Sept 30		Sept 30		Sept 30		Sept 30
		2014		2013		2014		2013

Direct administration	$	980	$	958	$	3,858	$	3,867
Stock-based compensation		153		307		438		936
Deferred share units		99		(16)		803		273
Restricted share units		26		-		102		-
Total General and Administrative	$	1,258	$	1,249	$	5,201	$	5,076

Finance Expense

Finance expense includes interest expense, accretion expense and derivative losses. For the three months ended September 30, 2014, Finance expense was $0.8 million (Q3 2013 - $0.9 million). Year to date, finance expense was $4.0 million (YTD 2013 - $2.3 million). Year to date, the variance is attributable to derivative losses, increased interest expense associated with the Company’s term loan and expenses related to the Company’s private placement completed during the first quarter of 2014.

Finance and Other Income

Finance and other income consists of interest income, production royalties pursuant to the Red Mile transactions, derivative gains and other miscellaneous income. For the three months ended September 30, 2014, finance and other income was $1.1 million (Q3 2013 - $1.3 million). Year to date, Finance and other income was $2.7 million (YTD 2013 - $1.5 million), attributable to an increase in derivative gains and miscellaneous revenue.

Impairment Charge

For the period ended September 30, 2014 and year to date 2014, no impairment charges were recorded. For the three months ended September 30, 2013, an impairment charge of $45.2 million was recorded ($7.9 of which related to the Company’s Seabee Gold Operation and $37.3 million of which related to the Company’s Madsen Project, which was classified as held for sale during the third quarter of 2013 (and subsequently sold in the first quarter of 2014) and reflected the re-measurement (required by this classification) of this asset at the lower of its carrying amount and fair value less costs to sell). Year to date in 2013, impairment charges were $56.0 million ($18.7 million of these chargers were attributable to the Seabee Gold Operation with the remainder attributable to the Madsen Project).

Loss on Sale of Assets

Loss on sale of assets of $nil for the three months ended September 30, 2014 was unchanged from the comparable period of 2013. For the first nine months of 2014, Loss on sale of assets of $0.6 million relates to the sale of the Madsen Project completed in the first quarter of 2014.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 10

(Gain) Loss on investments

The Company has an equity portfolio of publicly listed companies that are classified as available-for-sale on the Statement of Financial Position. For the three months ended September 30, 2014, gain on investments was $1.0 million (Q3 2013 - $nil). Year to date, gain on investments was $1.3 million (YTD 2013 - $0.3 million loss). Period over period and year to date, the increase noted is attributable to the Company disposing of 5.7 million of the 9.8 million shares in Pure Gold Mining Inc. it received pursuant to the sale of the Madsen Gold Project.

Deferred Income Tax (Recovery) Expense

For the three months ended September 30, 2014, the Company had a deferred income tax recovery of $nil (Q3 2013 - deferred tax recovery of $12.5 million). Year to date, the Company had a deferred income tax recovery of $nil (YTD 2013 - $16.8 million). Management is not recognizing any deferred tax assets in excess of its deferred tax liabilities and does not expect to recognize any significant deferred tax assets or liabilities in the foreseeable future from its current operations.

Liquidity, Financial Resources and Capital Structure

The Company monitors its spending plans, repayment obligations and cash resources on a continuous basis with the objective of ensuring that there is sufficient capital within the Company to meet business requirements, after taking into account cash flows from operations and the Company’s holdings of cash and cash equivalents and short-term investments. The Company’s typical cash requirement over the first and second quarters of each year is significant because of the Seabee Gold Operation’s winter ice road resupply, which includes restocking diesel, propane and other large consumables as well as the continued investment in maintenance and growth capital relating to the mining fleet and mine infrastructure.

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide adequate returns to shareholders and benefits to other stakeholders. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, sell assets or incur debt. The Company is not subject to externally imposed capital requirements.

The Company’s capital structure is comprised of a combination of short-term and long-term debt and shareholders’ equity.

The capital structure of the Company is as follows:

Table 7: Schedule of Capital Structure of the Company
				September 30		December 31
				2014		2013
	Interest	Maturity
Demand loans			$	-	$	2,950
Revolving loan				-		5,000
Finance lease liabilities				-		291
Term loan*	10.00%	April/2018		22,399		23,628
Total debt *			$	22,399	$	31,869

Shareholders’ equity				130,018		122,596

Debt * to equity				17%		26%

^*For accounting purposes, closing costs associated with the Company’s Term loan were netted against the principal balance owing, thereby reducing the carrying value of the Company’s debt on the Statement of Financial Position. The amount presented in the above table is the amortized cost of the balance owing. At September 30, 2014, the principal balance owing on the Company’s Term loan was $23.5 million. A reconciliation between the principal balance owing and the amortized cost (carrying amount) presented on the Company’s Statement of Financial Position is included in the “Other Financial Measures and Reconciliations” section of this MD&A.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 11

Cash, Cash Equivalents and Cash Flow

The Company had cash and cash equivalents of $10.6 million at September 30, 2014 (December 31, 2013 - bank indebtedness of $8.6 million). Short-term investments at September 30, 2014 decreased to $1.5 million (December 31, 2013 - $1.6 million), reflecting the sale of a portion of the Company’s shares in Pure Gold Mining Inc. (formerly Laurentian Goldfields Ltd.), which were received in the first quarter of 2014 pursuant to the closing of the Madsen sale.

Operating Activities

Operating cash flow is the Company’s primary source of liquidity. As required, the Company may enhance its liquidity and supplement operating cash flow through a combination of equity issuances, securing debt financing and sale of non-core assets. The principal use of operating cash flow is to fund the Company’s: operating and capital expenditures at the Seabee Gold Operation; general and administrative costs; and principal and interest payments.

During the first nine months of 2014, the Company’s cash flow from operations before net changes in non-cash operating working capital ⁽²⁾ was $22.0 million, or $0.12 per share (YTD 2013 - $9.3 million, or $0.05 per share).

During the first nine months of 2014, cash provided by operating activities was $18.6 million, a $12.3 million increase compared to the first nine months of 2013; this result is due largely to improved net earnings. Whether favorable or unfavorable, future changes in the Canadian dollar price of gold will continue to have a material impact on the cash flow and liquidity of the Company.

At September 30, 2014, the Company had working capital of $27.8 million (December 31, 2013 - working capital deficiency of $11.9 million).

Table 8: Working Capital and Current Ratio
		Sept 30		December 31
		2014		2013	Change

Current assets
Cash and cash equivalents	$	10,586	$	-	-
Short-term investments		1,483		1,643	(10%)
Accounts receivable		1,111		2,873	(61%)
Inventories
Gold bullion and in-circuit		5,465		2,522	117%
Stockpiled ore		1,762		1,838	(4%)
Materials and supplies		19,803		16,205	22%
Other current assets		121		390	(69%)
Assets held for sale		-		13,423	-
Total current assets	$	40,331	$	38,894

Current liabilities
Bank indebtedness	$	-	$	8,623	-
Accounts payable and accrued liabilities		7,872		6,997	13%
Loans and borrowings
Demand loans		-		2,950	-
Finance lease liabilities		-		291	-
Current portion of term loan *		3,600		23,628	(85%)
Revolving loan		-		5,000	-
Other current liabilities		1,105		1,001	10%
Liabilities related to assets held for sale		-		2,316	-
Total current liabilities	$	12,577	$	50,806

Working capital (deficiency)	$	27,754	$	(11,912)
Current ratio		3.21		0.77	317%

^{* Amortized cost; principal outstanding
on Term Loan is $23.5 million. A reconciliation between the principal balance owing and the amortized cost (carrying amount) presented
on the Company’s Statement of Financial Position is included in the “Other Financial Measures and Reconciliations”
section of this MD&A.}

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 12

Investing Activities

Cash provided by investing activities amounted to $9.7 million for the nine months ended September 30, 2014 (YTD 2013 - ($26.7) million). Investing activities included the proceeds from the sale of an NSR Royalty Agreement (Q1 2014), the sale of the Madsen Property (Q1 2014), the decrease in reclamation deposits (Q2 2014), the sale of a portion of the Company’s shares in publicly traded companies and the redemption of certain short-term investments (collectively providing $25.8 million). These were offset by Mineral property expenditures of $16.1 million during the first nine months of 2014, a $9.1 million decrease over the comparable period of 2013. Year to date, expenditures were comprised of development of $12.5 million, exploration costs (focusing primarily on the Seabee and Santoy Regional areas) of $0.3 million and property, plant and equipment additions of $3.3 million. Property, plant and equipment additions include mining equipment, camp infrastructure and tailings management facility expansion. The Company utilized its cash flow provided by investing activities (which included proceeds from the NSR Agreement and the sale of Madsen) to fund these additions.

Financing Activities

Financing activities during the first nine months of 2014 included proceeds of $0.7 million received from the issuance of common shares pursuant to the Company’s Employee Share Purchase Program (“ESPP”). This was offset by the repayment of the $5.0 million revolving loan, $1.5 million of Term loan principal repayments and $3.3 million of demand loans and capital leases repayments, resulting in a net financing cash outflow of $9.0 million. This compares to a net financing cash inflow of $17.4 million during the first nine months of 2013, which consisted of $0.7 million in funding received from the Company’s ESPP and demand loan proceeds of $5.0 million and net Term loan proceeds of $24.4 million; these proceeds were offset by debenture, demand loan and capital lease repayments totaling $12.7 million.

During the first nine months of 2014, a total of 7,799,148 common shares (2013 - 2,065,812) were issued pursuant to the Company’s ESPP. No common shares were issued pursuant to the Company’s Stock Option Plan during the first nine months of 2014 or 2013.

During 2014, in addition to interest payments, monthly principal payments of $0.3 million began in May 2014. Monthly principal payments will continue until the Term Loan matures in 2018. Year to date, a total of $1.5 million of Term Loan principal payments have been made (YTD 2013 - nil).

Table 9: Terms of Term Loan Agreement
Period	Monthly Amount	Annual Amount
Months 1 - 12	NIL	NIL
Months 13 - 59	$300,000	$3,600,000
Due at Maturity (April 2018)		$10,900,000

The 5,750,000 common share purchase warrants pursuant to the original Term Loan Agreement were cancelled during the first quarter of 2014 for consideration of $1.0 million; consideration was paid with 4,545,454 common shares of Claude.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 13

Financial and Other Instruments

In the normal course of its operations, the Company is exposed to gold price, foreign exchange, interest rate, liquidity, equity price and counterparty risks. The overall financial risk management program focuses on preservation of capital and protecting current and future Company assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets.

The Company may use derivative financial instruments to hedge some of its exposure to fluctuations in gold prices and foreign exchange rates. The Company does not acquire, hold or issue derivatives for trading purposes. The Company’s management of financial risks is aimed at ensuring that net cash flows are sufficient to meet all its financial commitments as and when they fall due and to maintain the capacity to fund its forecast project development and exploration strategies.

The value of the Company’s mineral resources is related to the price of gold and the outlook for this mineral. Gold and precious metal prices historically have fluctuated widely and are affected by numerous factors outside of the Company’s control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities and certain other factors related specifically to gold. The profitability of the Company’s operations is highly correlated to the market price of gold. If the gold price declines below the cost of production at the Company’s operations, for a prolonged period of time, it may not be economically feasible to continue production.

The Company’s revenues from the production and sale of gold are denominated in U.S. dollars. However, the Company’s operating expenses are primarily incurred in Canadian dollars and its liabilities are primarily denominated in Canadian dollars. The results of the Company’s operations are subject to currency risks. The operating results and financial position of the Company are reported in Canadian dollars in the Company’s consolidated financial statements.

To mitigate the effects of price fluctuations in revenue, the Company may enter into derivative instrument transactions, from time to time, in respect of the price of gold and foreign exchange rates. Such transactions can expose the Company to credit, liquidity and interest rate risk. At September 30, 2014, the Company had derivative instruments outstanding in the form of forward sales contracts relating to 2014 production totaling 12,500 ounces (Q3 2013 - 10,000 ounces). The market value gain inherent in these contracts at September 30, 2014 was $0.9 million (Q3 2013 - $0.5 million gain). The Company’s main exposure to interest rate risk arises from interest earning cash deposits.

The Company’s liquidity position is managed to ensure sufficient liquid funds are available to meet its financial obligations in a timely manner. The Company manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring that the Company has the ability to access required funding.

The Company is exposed to equity securities market price risk, arising from investments classified on the balance sheet as available-for-sale. Investments in equity securities are approved by the Board on a case-by-case basis. All of the Company’s available-for-sale equity investments are in junior resource companies listed on the TSX Venture Exchange.

The Company is exposed to counterparty risk which is the risk that a counterparty will not complete its obligations under a financial instrument resulting in a financial loss for the Company. The Company does not generally obtain collateral or other security to support financial instruments subject to credit risk; however, the Company only deals with credit worthy counterparties. Accounts receivable comprise institutions purchasing gold under normal settlement terms of two working days. Counterparty risk under derivative financial instruments is to reputable institutions. All significant cash balances are on deposit with high-rated banking institutions. The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to credit risk without taking account of the value of any collateral or other security obtained.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 14

Contractual Obligations

At September 30, 2014, other than the Company’s repayment of its demand loans outstanding during the third quarter, there were no significant changes to the Company’s contractual obligations from those reported in the Management’s Discussion and Analysis for the year ended December 31, 2013.

Statements of Financial Position

Highlights

Table 10: Select Statements of Financial Position Data
	Sept 30		Dec 31		Percent
	2014		2013		Change

Total assets	$	168,964	$	181,675		(7	)%
Non-current liabilities *	$	26,369	$	8,273		219	%

^*At December 31, 2013, the Company’s Term loan was classified as a current liability due to non-compliance with a financial covenant. Non-current liabilities at September 30, 2014 reflect the reclassification of the Company’s Term Loan from current to long-term due to execution of a waiver agreement pursuant to the Term Loan during the first quarter of 2014.

Assets

The Company’s total assets were $169.0 million at September 30, 2014, compared to $181.7 million at December 31, 2013; Claude’s asset base primarily consists of non-current assets comprising mineral properties, reflecting the capital intensive nature of the exploration and mining business and the impact of the significant capital expenditures relating to its operations and exploration projects. The $12.7 million net decrease resulted from increases of: $10.6 million in cash and cash equivalents, largely relating to higher gold sales (attributable to improved production and grade at the Seabee Gold Operation); and $6.5 million in inventories, attributable to an increase in gold bullion and in-circuit inventory (relating to the timing of gold sales) and materials and supplies inventory. These increases were offset by decreases of: $1.8 million in Accounts receivable, largely attributable to the timing of gold sales; $13.4 million in Assets held for sale (relating to the classification of the Madsen Property as held for sale at December 31, 2013); $13.7 million in Mineral properties, largely attributable to the NSR royalty completed by the Company on the Seabee Gold Operation; and $0.4 million in Deposits for reclamation costs, representing the net amount between deposits returned pursuant to the Madsen sale and additional funds put on deposit relating to the Seabee Gold Operation.

Liabilities

Total Current and Non-current liabilities were $38.9 million at September 30, 2014, down $20.1 million from December 31, 2013. This result was attributable to decreases of: $8.6 million in Bank indebtedness, $9.5 million (net) of Loans and borrowings, attributable to repayment of the Company’s $5.0 million revolving loan, principal repayments of $1.5 million on the Company’s Term loan, $3.0 million of repayments on demand loans outstanding and $0.3 million of repayments on obligations under finance lease, attributable to improved production results and gold sales which enabled the Company to repay this facility; $2.3 million in Liabilities related to assets held for sale, attributable to the Madsen Property being classified as held for sale at December 31, 2013 and the sale itself being completed in the first quarter of 2014; and a net decrease of $0.8 million in the Company's current and long-term Net royalty obligation. These decreases were offset by a $0.9 million increase in Accounts payable and accrued liabilities, attributable to the timing and payment of expenditures relating to consumables at the Seabee Gold Operation; and a $0.2 million increase in the Company’s Decommissioning and reclamation provision.

Shareholders’ Equity

Shareholders’ equity increased by $7.4 million to $130.0 million at September 30, 2014, from $122.6 million at December 31, 2013. This variance is attributable to an increase in Share capital of $3.2 million due to the issuance of common shares pursuant to the Company’s ESPP and pursuant to a private placement completed during the first quarter of 2014; a decrease of $1.3 million to Contributed surplus; a $5.1 million decrease to Accumulated deficit, a result of the net profit for the first nine months of 2014; and a $0.4 million increase to Accumulated other comprehensive income.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 15

Comprehensive income consists of net profit (loss), together with certain other economic gains and losses that are collectively referred to as “other comprehensive income (loss)” or “OCI” and are excluded from the Income Statement.

Key Sensitivities

Earnings from Claude’s gold operation are sensitive to fluctuations in both commodity and currency prices. The key factors and their approximate effect on earnings, earnings per share and cash flow, based on assumptions comparable to year to date 2014 actuals, are as follows:

Gold

For a U.S. $10 movement in gold price per ounce, earnings and cash flow will have a corresponding movement of CDN $0.7 million, or $0.00 per share. For a $0.01 movement in the U.S.$/CDN$ exchange rate, earnings and cash flow will have a corresponding movement of CDN $0.9 million, or $0.00 per share.

Grade

For a 0.25 gram per tonne movement in grade, earnings and cash flow will have a corresponding movement of CDN $3.1 million, or $0.02 per share.

Selected Quarterly Production and Financial Data

	Sept 30	Jun 30	Mar 31	Dec 31	Sept 30	Jun 30	Mar 31	Dec 31
	2014	2014	2014	2013	2013	2013	2013	2012

Tonnes milled	74,930	79,746	64,370	74,458	64,642	79,077	61,877	69,698
Grade processed (grams per tonne)	8.88	7.70	5.76	5.61	5.30	5.13	4.31	5.94
Gold Ounces
Produced	20,600	18,700	11,300	12,800	10,500	12,400	8,100	12,700
Poured	20,900	17,700	10,800	13,300	10,800	11,600	9,300	12,700
Sold	17,600	17,700	10,900	13,200	10,800	11,500	9,300	12,700
Gold sales ($ millions)	24.3	24.7	15.6	17.5	15.0	16.1	15.3	21.2
Production costs ($ millions)	12.0	12.6	10.6	12.2	9.9	10.1	11.6	10.5
Capital expenditures ($ millions)	4.4	3.8	7.9	6.7	5.8	7.3	13.4	10.3
Net profit (loss) ($ millions) ^(a)	6.9	3.3	(5.1)	(27.1)	(33.9)	(9.9)	(2.5)	2.4
Net profit (loss) per share ^(a)	0.04	0.02	(0.03)	(0.15)	(0.19)	(0.06)	(0.01)	0.01
Average realized gold price (CDN$ per ounce)	1,384	1,397	1,438	1,323	1,389	1,393	1,643	1,668
Average realized gold price (U.S.$ per ounce)	1,270	1,282	1,303	1,260	1,338	1,361	1,629	1,683
All-in sustaining ^(b) (CDN$ per ounce)	1,063	1,065	1,919	1,609	1,574	1,590	2,857	1,722
All-in sustaining ^(b) (U.S.$ per ounce)	976	977	1,738	1,533	1,516	1,554	2,833	1,737
Cash cost per ounce ^(b) (CDN$ per ounce)	735	753	978	944	919	875	1,245	822
Cash cost per ounce ^(b) (U.S.$ per ounce)	675	691	886	899	885	855	1,235	829
Cash flow from operations before net changes in non-cash operating working capital ($ millions) ^(c)	10.4	9.9	1.8	4.5	4.3	3.7	1.4	9.4
Cash flow from operations before net changes in non-cash operating working capital ^(c) per share	0.06	0.05	0.01	0.03	0.02	0.02	0.01	0.05

Weighted average shares outstanding (basic)	188,156	188,156	182,029	175,811	175,811	175,811	174,801	173,746

CDN$/U.S.$ Exchange	1.0892	1.0902	1.1038	1.0498	1.0383	1.0235	1.0086	0.9914

^(a)

Basic and diluted, calculated based on the number of shares issued and outstanding during the quarter. Q4 2013 reflects the impact of a $3.5 million impairment charge on the Seabee Gold Operation and a $4.3 million impairment charge on the Madsen Property. Q3 2013 reflects the impact of a $7.9 million impairment charge on the Seabee Gold Operation and a $37.3 million impairment charge on the Madsen Property. Q2 2013 results reflect the impact of a $10.8 million impairment charge on the Seabee Gold Operation.

^(b)

Denotes a non-IFRS measure. For an explanation and reconciliation of non-IFRS measures, refer to the “Non-IFRS Financial Measures” section of this MD&A.

^(c)

For an explanation of this performance measure, refer to the “Other Performance Measures” section of this MD&A.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 16

Trends

•

Consistent tonnage throughput ranging from 61,877 to 79,746 tonnes.

•

Improving grade.

•

More than 107,000 ounces of gold production over the last eight quarters (including over 63,000 ounces of gold production over the last four quarters).

•

Decreasing capital expenditures.

•

Canadian average gold price realized has ranged from $1,323 to $1,668 per ounce over the last eight quarters with gold prices generally declining over the same period.

•

The weakening of the Canadian dollar versus the United States dollar.

Accounting Estimates

Certain of the Company’s accounting policies require that Management make decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. For a discussion of those estimates, please refer to the Company’s most recent annual Management’s Discussion and Analysis for the year ended December 31, 2013, available at www.sedar.com.

Future Accounting Pronouncements

Financial Instruments

Exploration Results

During 2014, exploration at the Seabee Gold Operation will focus on low cost per ounce targets, proximal to infrastructure with the potential to materially impact near-term production, drive resource growth and to positively impact the Company’s Mineral Reserves and Mineral Resources.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 17

All exploration activities were carried out under the direction of Qualified Person, Brian Skanderbeg, P. Geo., Senior Vice President and Chief Operating Officer.

Seabee Gold Operation

The Seabee Gold Operation is located northeast of La Ronge, Saskatchewan and consists of two producing mines, the Seabee Mine (which includes the L62 deposit) and the Santoy Mine Complex (which includes the Santoy 8 and Santoy Gap deposits). In addition, the Seabee Gold Operation is host to various regional exploration targets.

Figure 1: Seabee Property regional map showing significant gold deposits and occurrences.

Santoy Region

The Santoy Region includes the Santoy 8 and Santoy Gap deposits, which are part of the Santoy Mine Complex.

Gold mineralization at the Santoy Region is hosted in siliceous, shear structures with sulfide-chlorite-quartz veins and in silicified granitoid sills. The mineralized lenses dip moderately to steeply eastward and are amenable to bulk mining techniques. Gold mineralization of the Santoy 8 ore lens occurs over a strike length of 600 metres, a depth of 500 metres and remains open along strike and down plunge to the north. The Santoy 8E ore lens has been intercepted over a strike length of 200 metres, depth of 250 metres and remains open along strike and down plunge to the north. The true thickness of the Santoy 8 deposits varies from 1.5 metres to 15 metres.

The Santoy Gap deposit is located 400 to 900 metres north of underground infrastructure, immediately on strike and adjacent to the Santoy 8 deposit within the Santoy Mine Complex. Historical drilling completed in and around the Santoy Gap and along the Santoy regional shear zone has extended the mineralized system, discovered a sub-parallel lens to the Santoy Gap approximately 150 metres to the east and affirmed the high prospectivity of the Santoy Regional Shear Zone, hosting multiple deposits over a three kilometre strike length. The Santoy Gap system remains open down plunge to the north, along strike to the south and at depth. These recent intercepts at depth may link with the existing Santoy 8 resource 300 metres to the south.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 18

Drilling at Santoy Gap has extended the mineralized system down-plunge to 650 metres depth and at Santoy 8 has extended the system 400 metres below the base of the existing inferred resource. These step-out drill intercepts significantly expand the footprint of the Santoy Mine Complex and are of a materially higher grade than the current reserve and resource base. Results from the underground drill program during 2014 have shown high grade and excellent widths that are hosted within three distinct vein systems (Santoy Gap 9A, 9B and 9C). Select highlight holes that have intercepted multiple vein systems are presented in the table below.

Table 11: Highlights of Drill Holes Intercepting Multiple Vein Systems Within the Santoy Gap Deposit
Hole ID	VEIN SYSTEM
	9A		9B		9C
	GRADE g/t (cut)	TRUE WIDTH (m)	GRADE g/t (cut)	TRUE WIDTH (m)	GRADE g/t (cut)	TRUE WIDTH (m)
	GRADE g/t (cut)	TRUE WIDTH (m)	GRADE g/t (cut)	TRUE WIDTH (m)	GRADE g/t (cut)	TRUE WIDTH (m)
SUG-14-027	33.56	4.57	7.71	2.52	4.28	10.21
SUG-14-028	15.35	7.51	4.84	3.42	6.71	7.13
SUG-14-029	50.00	1.88	10.91	10.47	15.17	4.80
SUG-14-034	13.29	2.58	22.54	9.62	4.93	1.72
SUG-14-038	9.87	8.22	20.20	0.87	28.36	2.02
SUG-14-044	8.03	3.39	-	-	11.33	7.63
SUG-14-048	6.06	6.34	6.23	4.69	26.77	8.70
*Note:* Composites were calculated using a 3.5 g/t Au cut-off grade and a 50.0 g/t top-cut and may include internal dilution.

These results are significant because all three structures hosted within the Santoy Gap continue to demonstrate economic grades and widths. The Santoy Gap deposit contains more gold ounces per vertical metre than other ore bodies within the Seabee Gold Operation; as such, the Company has the opportunity to improve productivity and margins.

Results during 2013 were highlighted by drill hole JOY-13-690 that returned 330.35 grams of gold per tonne over 1.55 metres, inclusive of a bonanza grade interval of 602.00 grams of gold per tonne over 0.84 metres. This is the highest grade interval drilled to date at the Santoy Gap deposit. Drill hole JOY-13-692 returned 18.80 grams of gold per tonne over 13.86 metres in the final hole of the program. The intercept is located 400 metres down plunge from existing Santoy 8 inferred resources and 200 metres along strike from the Santoy Gap inferred resources. Drill hole JOY-13-692 is of particular significance as it confirms continuity at depth between the Santoy Gap and Santoy 8 deposits.

Table 12: Highlights from 2013 Santoy Mine Complex Drilling
Hole ID	Easting	Northing	From (m)	To (m)	Grade (g/t)	Width (m)	Zone
JOY-13-690	599175	6171150	684.27	685.82	330.35	1.55	GAP
		Incl	684.98	685.82	602.00	0.84	GAP
JOY-13-692	599721	6170539	632.85	646.71	18.80	13.86	Santoy 8
		Incl	632.85	635.85	73.49	3.00	Santoy 8
*Note:* Composites were calculated using a 3.0 g/t Au cut-off grade and may include internal dilution. True widths are interpreted to be 75 to 95 percent of drilled width. Assay results are uncut.

The 2013 surface drill program was able to demonstrate significant resource and grade upside at the Santoy Mine Complex, the prospectivity of the regional Santoy system and highlighted the potential for near term resource growth. With the completion of the Company’s exploration ramp from Santoy 8 to Santoy Gap, Claude’s exploration group initiated underground infill drilling to aid in the development of a detailed mine design for the Santoy Gap as its production profile is further advanced.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 19

Figure 2: Santoy Region Composite Longitudinal Section.

Seabee Region

Exploration of the Seabee Region is focused on a near mine environment and is prioritizing drill targets to be tested during 2015.

Figure 3: Seabee Mine Composite Longitudinal Section (L62 Zone Discovery)

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 20

Amisk Gold Project

No exploration expenditures are planned for the Amisk Gold Project during 2014. The Amisk Gold Project is located in the Flin Flon-Snow Lake Greenstone Belt and is host to the Amisk Gold Deposit as well as a large number of gold occurrences and prospects.

At the Amisk Gold Project, regional potential remains high and exploration maturity low. Field work and extensive compilation have resulted in the emergence of an extensive list of exploration targets that are currently being prioritized for future assessment. The Company has also completed target development (with the goal of identifying targets with similarities to Amisk’s historical geology), ranking and ground-base reconnaissance in areas which host potential for Amisk-style gold-silver (“Au-Ag”) mineralization as well as conventional base-metal deposits typical of the Flin Flon belt.

Figure 4: Amisk Gold Project

Drilling from the Company’s historical drill programs successfully confirmed continuity of gold mineralization within the northern and eastern portion of the deposit as well as demonstrated the potential for expansion to the east and southeast. Gold and silver mineralization at the Amisk Gold Project is associated with a sequence of quartz porphyritic, rhyolitic lapilli tuffs and flows hosting disseminations and stringers of pyrite, sphalerite, galena, tetrahedrite and chalcopyrite. Drilling has intercepted the mineralized system over a strike length of 1,200 metres, width of 400 metres and depths of in excess of 600 metres. The system remains open to the southwest, southeast, northwest and at depth.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 21

Cross Section A_A'_Revised

Figure 5: Cross Section A-A’ of the Amisk Gold Property

Quality Assurance and Quality Control Procedures

Rigorous quality assurance and quality control procedures have been implemented including the use of blanks, standards and duplicates. Geochemical analyses were submitted to ALS Chemex in Vancouver, British Columbia, TSL Laboratories in Saskatoon, Saskatchewan and or the Seabee mine site lab. ALS Chemex and TSL Laboratories are ISO approved. Core samples were analyzed by a 30 gram gold fire assay with an atomic absorption and gravimetric and or screen fire finish.

Mineral Reserves and Mineral Resources

The Company’s Mineral Resources were estimated by Claude personnel. Estimates of Mineral Resources as at November 15, 2013 were conducted under the direction of Qualified Person Brian Skanderbeg, P.Geo., Senior Vice President and Chief Operating Officer. SRK Consulting (Canada) Inc. prepared the estimates of the Company’s Mineral Reserves as at November 15, 2013 under the direction of Qualified Person Stephen Taylor, P.Eng. (SRK Consulting (Canada) Inc.). An updated Mineral Reserve and Mineral Resource statement for the Seabee Gold Operation is anticipated to be released during the first quarter of 2015.

Seabee Gold Operation

At November 15, 2013, Proven and Probable Reserves in the Seabee Gold Operation were 2,308,800 tonnes, grading 5.70 grams per tonne or 422,900 ounces of gold. The Company’s Mineral Resources at its Seabee Gold Operation included Measured and Indicated Mineral Resources of 175,200 ounces and Inferred Mineral Resources totalling 582,900 ounces.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 22

Table 13: Seabee Gold Operation Mineral Reserves and Mineral Resources
Proven and Probable Reserves
*Projects*	November 15, 2013			December 31, 2012
*Projects*	*Tonnes*	*Grade (g/t)*	*Ozs*	Tonnes	Grade (g/t)	Ozs
Seabee	490,000	6.67	105,000	947,100	7.26	221,100
Santoy 8	362,100	4.45	51,800	628,100	4.45	89,900
Santoy Gap	1,456,700	5.68	266,100	1,210,000	6.24	243,000
Totals	2,308,800	5.70	422,900	2,785,200	6.19	554,100
Measured and Indicated Mineral Resources
*Projects*	*Tonnes*	*Grade (g/t)*	*Ozs*	Tonnes	Grade (g/t)	Ozs
Seabee	151,000	6.42	31,200	45,400	4.86	7,100
Santoy 8	68,000	4.55	9,900	59,300	3.28	6,200
Santoy Gap	309,400	8.44	83,900	94,000	4.65	14,000
Porky Main	160,000	7.50	38,600	160,000	7.50	38,600
Porky West	100,700	3.57	11,600	111,000	3.10	11,000
Totals	789,100	6.91	175,200	469,600	5.10	77,000
Inferred Mineral Resources
*Projects*	*Tonnes*	*Grade (g/t)*	*Ozs*	Tonnes	Grade (g/t)	Ozs
Seabee	421,600	9.78	132,600	355,600	8.55	97,700
Santoy 8	640,100	6.09	125,300	518,700	5.91	98,600
Santoy Gap	1,210,000	6.96	270,800	1,875,000	5.92	356,900
Porky Main	70,000	10.43	23,500	70,000	10.43	23,500
Porky West	174,800	5.48	30,800	138,300	6.03	26,800
Totals	2,516,500	7.21	582,900	2,957,600	6.35	603,400

Footnotes to the Mineral Resource Statement:

^1.

At November 15, 2013, Mineral Resources were estimated by Claude personnel. SRK Consulting (Canada) Inc. prepared the Company’s Mineral Reserves as at November 15, 2013. The Mineral Resource evaluation work was completed by a team of geologists and engineers under the supervision of Brian Skanderbeg, P.Geo., Senior Vice President and Chief Operating Officer, a full time employee of Claude. Mr. Skanderbeg has sufficient experience, which is relevant to the style of mineralization and type of deposit under consideration and to the activities undertaken to qualify as a Qualified Person as defined by NI 43-101. Mineral Reserves were conducted under the direction of Qualified Person Stephen Taylor, P.Eng (SRK Consulting (Canada) Inc.).

^2.

In 2012, Mineral Reserves and Mineral Resources estimates were conducted under the direction of Qualified Persons Brian Skanderbeg, P.Geo., Senior Vice President and Chief Operating Officer and Peter Longo, P.Eng., former Vice President, Operations.

^3.

The Mineral Resources and reserves reported herein have been estimated in conformity with generally accepted CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines and are reported in accordance with Canadian Securities Administrators’ National Instrument 43-101.

^4.

Mineral Reserves and Mineral Resources for the Seabee deposit are reported at a cut-off of 4.6 grams of gold per tonne. Santoy 8 and Santoy Gap Mineral Reserves and Mineral Resources are reported at a cut-off of 3.5 grams of gold per tonne. Porky Main and Porky West Mineral Resources are reported at a cut-off grade of 3.0 grams of gold per tonne. Assumptions include a price of CDN $1,350 per ounce of gold using metallurgical and process recovery of 95.2 percent and overall ore mining and processing costs derived from 2013 realized costs.

^5.

All figures are rounded to reflect the relative accuracy of the estimates. Summation of individual columns may not add-up due to rounding.

^6.

Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resource will be converted into Mineral Reserves.

At the Seabee Gold Operation, year over year, there was a 24 percent decrease in Mineral Reserves (131,200 ounces) and a 128 percent increase in Measured and Indicated Mineral Resources (98,200 ounces). Year over year, changes in the Seabee Gold Operations Mineral Reserves and Mineral Resources were driven by:

•

a decrease in gold price which increased cut-off grade;

•

reduced drilling meterage focused on grade definition;

•

mining depletion; and

•

higher dilution assumptions.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 23

The Mineral Reserves and Mineral Resources of the Santoy Gap deposit are growing in importance and represent an opportunity for the Company due to their proximity to permitted mine infrastructure, low development cost and near-term production potential. Furthermore, based on its high-grade nature and size, the Santoy Gap deposit demonstrates the potential that exists to grow production at the Seabee Gold Operation.

Amisk Gold Project

At the Amisk Gold Project, Claude’s independent NI 43-101 compliant resource calculation outlines an Indicated Resource of 921,000 ounces of 0.95 grams of Au Eq per tonne and an Inferred Resource of 645,000 ounces at 0.70 grams of Au Eq per tonne.

Table 14: Amisk Gold Project Consolidated Mineral Resource Statement*
Resource Class	Quantity	Grade (g/tonne)			Contained Ounces (000’s)
Resource Class	(000’s tonnes)	Au	Ag	Au Eq	Au	Ag	Au Eq

Indicated	30,150	0.85	6.17	0.95	827	5,978	921
Inferred	28,653	0.64	4.01	0.70	589	3,692	645

* Reported at a cut-off of 0.40 grams of gold equivalent (Au Eq) per tonne using a price of U.S. $1,100 per ounce of gold and U.S. $16 per ounce of silver inside a conceptual pit shell optimized using metallurgical and process recovery of 87 percent, overall ore mining and processing costs of U.S. $15 per tonne and overall pit slope of 50 degrees. All figures are rounded to reflect the relative accuracy of the estimates. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

The mineral resources for the Amisk Gold Project are sensitive to the selection of cut-off grade. The table below presents the quantity and grade estimates at a range of cut-off grades inside the conceptual pit shell considered for reporting the Mineral Resource Statement. A cut-off value of 0.4 grams of gold equivalent per tonne was selected based on optimization results and benchmarking against similar deposits.

Table 15: Global Block Model Quantity and Grade Estimates, Amisk Lake Gold Project at Various Cut-off Grades.
Grade	Indicated			Inferred
Au Eq (gpt)	Quantity (tonnes)	Au Eq (gpt)	Ounces Au Eq	Quantity (tonnes)	Au Eq (gpt)	Ounces Au Eq
0.40	30,150,090	0.95	920,881	28,653,135	0.70	644,854
0.50	23,533,117	1.09	824,702	19,446,358	0.82	512,676
0.60	18,322,858	1.25	736,367	13,665,490	0.94	412,994
0.70	14,359,129	1.41	650,936	9,491,034	1.07	326,504
0.80	11,418,785	1.58	580,054	6,659,786	1.20	256,941
0.90	9,206,976	1.76	520,980	4,825,758	1.34	207,903
1.00	7,606,617	1.93	471,998	3,589,543	1.48	170,802
1.50	3,472,946	2.80	312,642	1,078,945	2.16	74,928
Note: The reader is cautioned that the figures in this table should not be misconstrued with a Mineral Resource Statement. The figures are only presented to show the sensitivity of the block model estimates to the selection of cut-off grade.

Business Risks

Risks and uncertainties related to economic and industry factors are described in detail in the Company’s Annual Information Form, available at www.sedar.com, and remain substantially unchanged.

Common Share Data

The authorized share capital of the Company consists of an unlimited number of common shares and two classes of unlimited preferred shares issuable in series. At September 30, 2014, there were 188,155,978 common shares outstanding. This compares to 175,811,376 common shares outstanding at December 31, 2013.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 24

The Company did not issue any common shares during the third quarter of 2014. During the first quarter of 2014, the Company issued 7,799,148 common shares pursuant to the Company’s ESPP (Q1 2013 - 2,065,812 common shares). Also, during the first quarter of 2014, Claude completed a private placement (the "Private Placement") of common shares in the capital of the Company ("Common Shares"). The Private Placement consisted of the issuance of 4,545,454 Common Shares at a price of CDN $0.22 per Common Share to Crown Capital Partners Inc. (“CCP”). The Common Shares were issued to CCP as payment for a waiver being granted by CCP in connection with a Credit Agreement dated as of April 5, 2013 as a result of a covenant breach at December 31, 2013.

At October 30, 2014, there were 188,155,978 common shares of the Company issued and outstanding.

Stock Options, Warrants, Deferred Share Units and Restricted Share Units Outstanding

Stock Options

At September 30, 2014, there were 8.0 million director, officer and key employee stock options outstanding with exercise prices ranging from $0.17 to $2.38 per share. This compares to 7.9 million director, officer and key employee stock options outstanding at December 31, 2013 ranging from $0.14 to $2.38 per share.

Table 16: Schedule of Stock Options Outstanding and Weighted Average Exercise Price
		September 30, 2014		December 31, 2013
		Number	Weighted Average Exercise Price	Number	Weighted Average Exercise Price

	Beginning of period	7,936,361	$1.19	6,948,527	$1.43
	Options granted	811,576	0.17	1,937,268	0.43
	Options exercised	-	-	-	-
	Options forfeited	(675,778)	1.00	(934,434)	1.35
	Options expired	(60,000)	1.57	(15,000)	1.79
	End of period	8,012,159	$1.10	7,936,361	$1.19

For options outstanding at September 30, 2014, the range of exercise prices, the number vested, the weighted average exercise price and the weighted average remaining contractual life are as follows:

Table 17: Schedule of Stock Options Outstanding by Price Range
	Options Outstanding			Options Exercisable (Vested)
Option Price Per Share	Quantity	Weighted Average Remaining Life	Weighted Average Exercise Price	Quantity	Weighted Average Remaining Life	Weighted Average Exercise Price
$0.17 - $0.50	2,447,563	5.90	$0.35	556,255	5.44	$0.47
$0.51 - $1.00	973,178	4.42	0.75	923,178	4.38	0.75
$1.01 - $1.50	2,339,673	4.08	1.20	2,339,673	4.08	1.20
$1.51 - $2.00	1,775,000	5.32	1.87	1,538,000	5.11	1.86
$2.01 - $2.38	476,745	6.44	2.32	405,396	6.43	2.31
	8,012,159	5.09	$1.10	5,762,502	4.70	$1.31

The foregoing options have expiry dates ranging from January 5, 2015 to November 9, 2021.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 25

Warrants

At September 30, 2014, there were no common share purchase warrants outstanding. This compares to 5.8 million common share purchase warrants outstanding at December 31, 2013. During the first quarter of 2014, the Company entered into an Amending Agreement pursuant to its long-term debt arrangement with CCP whereby the 5,750,000 warrants held by CCP were cancelled in conjunction with the waiver of covenant breach for consideration of $1.0 million, which was paid in 4,545,454 common shares of Claude.

Deferred Share Units

During the second quarter of 2014, the Company granted 3,043,481 DSUs to participating Directors. During the third quarter of 2014, a total of 1,320,582 DSUs were settled for proceeds of $0.3 million in conjunction with the retirement of two Company Directors. At September 30, 2014 and October 30, 2014, total DSUs held by participating Directors was 3,302,985 (December 31, 2013 - 1,580,086).

Restricted Share Units

In the first quarter of 2014, the Company established a Restricted Share Unit (“RSU”) plan whereby it may provide each plan participant an annual grant of RSUs in an amount determined by the Company’s Board of Directors. An RSU is a notional unit that reflects the market value of a single common share of Claude that entitles the participant to a cash payment for all fully vested units. RSUs vest annually over a three-year period. The final value of the redemption amount will be based upon the weighted average of the closing prices of the common shares of Claude on the TSX for the last 20 trading days prior to the redemption date multiplied by the number of RSUs held by participants.

For RSUs, the Company records compensation expense with an offsetting credit to accounts payable to reflect the estimated fair value of RSUs granted to participants. During the second quarter of 2014, a total of 1,058,696 RSUs were granted to participants in the Company’s RSU plan (YTD 2013 - nil). At September 30, 2014 and October 30, 2014 (the date of this Management’s Discussion and Analysis), total RSUs held by participants was 778,261 (December 31, 2013 - nil).

Footnotes

⁽¹⁾

See description and reconciliation of non-IFRS measures in the “Non-IFRS Financial Measures and Reconciliations” section of this MD&A.

⁽²⁾

See description and reconciliation of this performance measure in the “Other Performance Measures and Reconciliations” section of this MD&A.

Non-IFRS Financial Measures and Reconciliations

The Company utilizes non-IFRS financial measures as supplemental indicators of operating performance and financial position. These non-IFRS financial measures are used internally by the Company for comparing actual results from one period to another. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance and ability to generate cash flow. Accordingly, such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 26

Adjusted Net Profit (Loss)

Adjusted net profit (loss) is a measure that does not have a standardized meaning or a consistent basis of calculation under IFRS (non-IFRS measure). The Company uses this measure (which represents the Company’s net profit (loss) calculated under IFRS adjusted for deferred income tax (recovery) expense and non-recurring items such as impairment charges and gain (loss) on sale of assets and investments), in addition to conventional measures prepared in accordance with IFRS, as a more meaningful way to compare the Company’s financial performance from period to period. Furthermore, Management believes that certain investors and other stakeholders use this information to evaluate the Company’s performance.

Adjusted net profit (loss) is non-standard supplemental information and should not be considered in isolation or as a substitute for financial information prepared according to accounting standards. Other companies may calculate this measure differently, so you may not be able to make a direct comparison to similar measures presented by other companies. Investors are cautioned that the above measures may not be comparable to similarly titled measures of other companies.

The table below reconciles adjusted net profit (loss) with the Company’s net profit (loss), as determined under IFRS.

Table 18: Adjusted Net Profit (loss)
		Three Months Ended				Nine Months Ended
		Sept 30		Sept 30		Sept 30		Sept 30
		2014		2013		2014		2013

Net profit (loss)	$	6,852	$	(33,871)	$	5,068	$	(46,323)
Adjustments:
Deferred income tax (recovery)		-		(12,531)		-		(16,773)
Impairment charge		-		45,187		-		56,034
Loss on sale of assets		-		-		642		-
Loss (gain) on investments		(1,047)		-		(1,317)		262
Adjusted Net profit (loss)	$	5,805	$	(1,215)	$	4,393	$	(6,800)
Weighted Average shares outstanding (basic)		188,156		175,811		186,136		175,478
Weighted Average shares outstanding (diluted)		188,459		175,811		186,313		175,478
Per share adjusted net profit (loss) (basic and diluted)	$	0.03	$	(0.01)	$	0.02	$	(0.04)

All-In Sustaining Cost Per Ounce

All-in sustaining costs and all-in sustaining cost per ounce are Non-GAAP measures. These measures are intended to assist readers in evaluating the total costs of producing gold from current operations. While there is no standardized meaning across the industry for this measure, the Company’s definition conforms to the definition of all-in sustaining costs as set out by the World Gold Council, which became effective January 1, 2014. The Company defines all-in sustaining costs as the sum of production costs, sustaining capital (capital required to maintain current operations at existing levels), corporate general and administrative expenses, in-mine exploration expenses and reclamation cost accretion related to current operations. All-in sustaining costs exclude growth capital, reclamation cost accretion not related to current operations, interest expense, debt repayment and taxes. The costs included in the calculation of all-in sustaining costs are divided by commercial gold ounces sold; U.S.$ all-in sustaining costs per ounce sold are translated using the average Bank of Canada CDN$/U.S.$ exchange rate.

All-in sustaining costs and all-in sustaining cost per ounce are reconciled to the amounts included in the Consolidated Statements of Comprehensive Income (Loss) as follows:

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 27

Table 19: All-In Sustaining Cost per Ounce
		Three months ended
		Sept 30		Sept 30
		2014		2013	Change

Production cost (CDN$)	$	12,021	$	9,909	21%
Production royalty		902		-	-
Smelting, refining, freight		64		45	42%
By-product credits		(14)		(28)	(50%)
General and administrative		1,258		1,249	1%
Accretion		35		51	(31%)
Development		2,727		4,402	(38%)
Property, plant and equipment		1,626		1,088	49%
Exploration		65		249	(74%)
All-In Sustaining Costs	$	18,684	$	16,965	10%
Divided by ounces sold		17,578		10,781	63%
All-in sustaining cost per ounce (CDN$)	$	1,063	$	1,574	(32%)

CDN$ Exchange Rate		1.0892		1.0383
All-in sustaining cost per ounce (U.S.$)	$	976		1,516	(36%)

Table 20: All-In Sustaining Cost per Ounce
		Nine months ended
		Sept 30		Sept 30
		2014		2013	Change

Production cost (CDN$)	$	35,243	$	31,581	12%
Production royalty		1,694		-	-
Smelting, refining, freight		172		112	54%
By-product credits		(63)		(12)	425%
General and administrative		5,201		5,076	2%
Accretion		114		129	(12%)
Development		12,453		17,510	(29%)
Property, plant and equipment		3,351		6,498	(48%)
Exploration		201		989	(80%)
All-In Sustaining Costs	$	58,366	$	61,883	(6%)
Divided by ounces sold		46,133		31,614	46%
All-in sustaining cost per ounce (CDN$)	$	1,265	$	1,957	(35)%

CDN$ Exchange Rate		1.0943		1.0236
All-in sustaining cost per ounce (U.S.$)	$	1,156		1,912	(40%)

Cash Cost Per Ounce

The Company reports its cash costs on a per-ounce basis, based on uniform standards developed by the Gold Institute, an independent researcher and evaluator of the gold market and gold industry. Management uses this measure to analyze the profitability, compared to average realized gold prices, of the Seabee Gold Operation. Investors are cautioned that the above measures may not be comparable to similarly titled measures of other companies, should these companies not follow World Gold Council.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 28

Table 21: Total Cash Cost per Gold Ounce Sold
		Three Months Ended
		Sept 30		Sept 30
		2014		2013		Change

Production costs (CDN$)	$	12,021	$	9,909		21%
Divided by ounces sold		17,578		10,781		63%
Production cost per ounce (CDN$)	$	684	$	919		(26)%

NSR royalty	$	902	$	-		-
Divided by ounces sold		17,578		10,781		63%
NSR royalty cost per ounce (CDN$)	$	51	$	-		-

Total cash cost per ounce (CDN$)	$	735	$	919	$	(20)%

CDN$ Exchange Rate		1.0892		1.0383
Total cash cost per ounce (U.S.$)	$	675	$	885		(24)%

Table 22: Total Cash Cost per Gold Ounce Sold
		Nine Months Ended
		Sept 30		Sept 30
		2014		2013		Change

Production costs (CDN$)	$	35,243	$	31,581		12%
Divided by ounces sold		46,133		31,614		46%
Production cost per ounce (CDN$)	$	764	$	999		(24)%

NSR royalty	$	1,694	$	-		-
Divided by ounces sold		46,133		31,614		46%
NSR royalty cost per ounce (CDN$)	$	37	$	-		-

Total cash cost per ounce (CDN$)	$	801	$	999	$	(20)%

CDN$ Exchange Rate		1.0943		1.0236
Total cash cost per ounce (U.S.$)	$	732	$	976		(25)%

Other Financial Measures and Reconciliations

Cash Flow from Operations before Net Changes in Non-Cash Operating Working Capital

The Company uses Cash Flow from Operations before Net Changes in Non-Cash Operating Working Capital as a supplemental measure of its financial performance. The Company uses this measure to analyze the cash generated by its operations. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Investors are cautioned that the above measures may not be comparable to similarly titled measures of other companies.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 29

Table 23: Calculation of Cash Flow from Operations before Net Changes in Non-Cash Operating Working Capital
				Three Months Ended				Nine Months Ended
				Sept 30		Sept 30		Sept 30		Sept 30
				2014		2013		2014		2013

	Net profit (loss)		$	6,852	$	(33,871)	$	5,068	$	(46,323)
	Adjustments for non-cash items:
		Depreciation and depletion		4,604		5,360		16,841		15,703
		Finance expense		126		136		1,176		381
		Finance and other income		(320)		(316)		(833)		(913)
		Impairment charges		-		45,187		-		56,034
		Loss on sale of assets		-		-		642		-
		Loss (gain) on investments		(1,047)		-		(1,317)		262
		Stock-based compensation		153		307		438		937
		Deferred income tax recovery		-		(12,531)		-		(16,773)
			$	10,368	$	4,272	$	22,015	$	9,308
Weighted Average shares outstanding (basic)				188,156		175,811		186,136		175,478
Weighted Average shares outstanding (diluted)				188,459		175,811		186,313		175,478
Per share cash flows from operating activities (basic and diluted)			$	0.06	$	0.02	$	0.12	$	0.05

Reconciliation Principal Balance Owing on Debt

Pursuant to Company policy, closing costs associated with the Company’s long-term debt are netted against the face value of the debt, thereby reducing the carrying value of the Term Loan on the Statement of Financial Position. These costs are amortized using the effective interest rate method over the life of the debt facility. A reconciliation of the amortized cost of the Company’s Term loan versus the principal balance owing is outlined below.

Table 24: Principal Balance of Debt
		Sept 30		Dec 31
		2014		2013

Term loan (amortized cost)	$	22,399	$	23,628
Add:
Remaining closing costs to be amortized		1,101		1,372
Debt (principal balance owing)	$	23,500	$	25,000

Disclosure Controls and Internal Controls over Financial Reporting

Disclosure Controls and Procedures

As at September 30, 2014, we evaluated our disclosure controls and procedures as defined in the rules of the U.S. Securities and Exchange Commission (“SEC”) and the Canadian Securities Administrators. This evaluation was carried out under the supervision and with the participation of Management, including the Interim President and Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, the Interim President and Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate ICFR. ICFR, no matter how well designed, has inherent limitations and can only provide reasonable assurance with respect to the preparation and fair presentation of published financial statements. Under the supervision and with the participation of the Interim President and Chief Executive Officer and the Chief Financial Officer, management conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria set forth in the Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, the Interim President and Chief Executive Officer and the Chief Financial Officer concluded that internal control over financial reporting is effective as at September 30, 2014.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 30

Changes in Internal Control Over Financial Reporting

There have been no significant changes made in our internal controls over financial reporting during the period ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of Controls and Procedures

The Company’s Management, including the Interim President and Chief Executive Officer and Vice President and Chief Financial Officer, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

Cautionary Note to U.S. Investors Concerning Resource Estimates

Resource Estimates

The resource estimates in this Management’s Discussion and Analysis were prepared in accordance with National Instrument 43-101, adopted by the Canadian Securities Administrators. The requirements of National Instrument 43-101 differ significantly from the requirements of the SEC. In this Management’s Discussion and Analysis, the Company uses certain terms such as “measured”, “indicated” and “inferred” resources. Although these terms are recognized and required in Canada, the SEC does not recognize them. The SEC permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that constitute “reserves”. Under U.S. standards, mineralization may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally extracted at the time the determination is made. U.S. investors should not assume that all or any portion of a measured or indicated resource will ever be converted into “reserves”. Further, “inferred resources” have a great amount of uncertainty as to their existence and whether they can be mined economically or legally, and U.S. investors should not assume that “inferred resources” exist or can be legally or economically mined, or that they will ever be upgraded to a more certain category.

Compliance with Canadian Securities Regulations

This annual report is intended to comply with the requirements of the Toronto Stock Exchange and applicable Canadian securities legislation, which differ in certain respects from the rules and regulations promulgated under the United States Securities Exchange Act of 1934, as amended (“Exchange Act”), as promulgated by the SEC.

U.S. investors are urged to consider the disclosure in our Annual Report on Form 20-F, File No. 001-31956, filed with the SEC under the Exchange Act, which may be obtained from the Company (without cost) or from the SEC’s Web site: http://sec.gov/edgar.shtml.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 31

Caution Regarding Forward-Looking Information

All statements, other than statements of historical fact, contained or incorporated by reference in this MD&A constitute “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (referred to herein as “forward-looking statements”). Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results, “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

All forward-looking statements are based on various assumptions, including, without limitation, the expectations and beliefs of management, the assumed long-term price of gold, that the Company will receive required permits and access to surface rights, that the Company can access financing, appropriate equipment and sufficient labour, and that the political environment within Canada will continue to support the development of mining projects in Canada.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Claude to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: actual results of current exploration activities; environmental risks; future prices of gold; possible variations in ore reserves, grade or recovery rates; mine development and operating risks; accidents, labour issues and other risks of the mining industry; delays in obtaining government approvals or financing or in the completion of development or construction activities; and other risks and uncertainties, including but not limited to those discussed in the section entitled “Business Risk” in this MD&A. These risks and uncertainties are not, and should not be construed as being, exhaustive.

Although Claude has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements in this MD&A are made as of the date of this MD&A, being October 30, 2014 and, accordingly, are subject to change after such date. Except as otherwise indicated by Claude, these statements do not reflect the potential impact of any non-recurring or other special items that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of our operating environment.

Claude does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

The forward-looking statements contained in this Management’s Discussion and Analysis are expressly qualified by these cautionary statements.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 32

Additional Information

Additional information related to the Company, including its Annual Information Form (Form 20-F in the U.S.), is available on Canadian (www.sedar.com) and U.S. (www.sec.gov) securities regulatory authorities’ websites. Certain documents are also available on the Company’s website at www.clauderesources.com.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 33

Conversion Multiples

For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:

To Convert from Metric	To Imperial	Multiply Metric Units by
Metres	Feet (ft.)	3.281
Kilometres (km)	Miles	0.621
Tonnes	Tons (2,000 pounds)	1.102
Grams	Troy Ounces	0.032
Hectares	Acres	2.471

Glossary of Financial Terms

Current ratio = (current asset / current liabilities)

Debt to capital = (total debt - cash and cash equivalents) / (total debt - cash and cash equivalents + total shareholders’ equity)

Working capital = (current asset - current liabilities)

Glossary of Technical Terms

Alteration - any change in the mineral composition of a rock brought about by physical or chemical means.

Assaying - laboratory examination that determines the content or proportion of a specific metal (i.e.: silver) contained within a sample. Technique usually involves firing/smelting.

Au Eq (“gold equivalent”) - a measure of contained metal expressed in equivalent gold grade.

Biotite - a widely distributed and important rock-forming mineral of the mica group.

Brecciated - broken into sharp-angled fragments surrounded by finer-grained material.

Bulk Sample - a collection of representative mineralized material whose location, geologic character and metal assay content can be determined and then used for metallurgical or geotechnical testing purposes.

Chalcopyrite - a sulphide mineral of copper and iron.

Chlorite - a group of platy, monoclinic, usually greenish minerals.

Chloritic alteration - the replacement by, conversion into, or introduction of chlorite into a rock.

Core Samples - the cylindrical form of rock called “core” that is extracted from a diamond drill hole. Mineralized sections are separated and these samples are sent to a laboratory for analysis.

Cross-cut - a horizontal opening driven from a shaft or haulage drift at an oblique or right angle to the strike of a vein or other orebody.

Cut-off Grade - the lowest grade of mineralized material that qualifies as a reserve in a deposit (i.e.: contributing material of the lowest assay that is included in a reserve estimate).

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 34

Diamond Drilling - a type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample of rock for observation and analysis.

Dip - the angle that a structural surface, a bedding or fault plane makes with the horizontal, measured perpendicular to the strike of the structure.

Drift - a horizontal underground opening that follows along the length of a vein or rock formation.

Duty to Consult - governments in Canada may have a duty to consult with and potentially accommodate Aboriginal groups prior to making decisions which may impact lands and resources subject to established or potential treaty or Aboriginal rights, title or other claims. These governments, in turn, may delegate procedural aspects of this duty to industry.

Exploration - work involved in searching for ore, from prospecting to diamond drilling or driving a drift.

Fault - a fracture or break in rock along which there has been movement.

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

Fire Assay - the assaying of metallic minerals by use of a miniature smelting procedure with various agents.

Footwall - the rock on the underside of a vein or ore structure.

Fracture - a break or crack in rock.

Geophysical Survey - a scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.

Grade - the metal content of rock with precious metals, grade can be expressed as troy ounces or grams per tonne of rock.

Granitoid - a light-coloured, plutonic rock with quartz between 20 and 60 percent.

Head Grade - the average grade of ore fed into a mill.

Hydrothermal - the products or the actions of heated waters in a rock mass such as a mineral deposit precipitating from a hot solution.

Igneous - a primary type of rock formed by the cooling of molten material.

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

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 35

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

Lens - a body of ore that is thick in the middle and tapers towards the ends.

Lithostructural - an assemblage of rocks that is unified on the basis of structural and lithological features.

Mafic - igneous rocks composed mostly of dark, iron and magnesium-rich minerals.

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

Metallurgy - the study of the extractive processes which produce minerals from their host rocks.

Mill - a processing facility where ore is finely ground and thereafter undergoes physical or chemical treatment to extract the valuable metals.

Mineral - a naturally formed chemical element or compound having a definitive chemical composition and usually a characteristic crystal form.

Mineralization - a natural concentration in rocks or soil of one or more minerals.

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

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

National Instrument 43-101 or NI 43-101 - National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

Ounces - troy ounces of a fineness of 999.9 parts per 1,000 parts.

Ore - rock, generally containing metallic or non-metallic minerals, which can be mined and processed at a profit.

Ore Body - a sufficiently large amount of ore that can be mined economically.

Plunge - the vertical angle a linear geological feature makes with the horizontal plane.

Porphyry - any igneous rock in which relatively large crystals are set in a fine-grained groundmass.

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 36

Prefeasibility Study - a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and where an effective method of mineral processing has been determined. This study must include a financial analysis based on reasonable assumptions of technical engineering, operating, and economic factors, which are sufficient for a Qualified Person acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.

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

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

Pulp - a mixture of ground ore and water.

Pyrite - an iron sulphide mineral (FeS2), the most common naturally occurring sulphide mineral.

Pyrrhotite - a bronze-colored, often magnetic iron sulphide mineral.

Qualified Person - an individual who is an engineer or geoscientist with at least five (5) years of experience in mineral exploration, mine development, mine operation, project assessment or any combination of these; has experience relevant to the subject matter of the mineral project and technical report; and is a member in good standing of a professional association.

Quartz - crystalline silica; often forming veins in fractures and faults within older rocks.

Raise - a vertical or inclined underground working that has been excavated from the bottom upward.

Ramp - an inclined underground opening.

Sericite - a fine-grained potassium mica found in various metamorphic rocks.

Shear Zone - a zone in which shearing has occurred on a large scale so that the rock is crushed and brecciated.

Showing - surface occurrence of mineral.

Sill - an intrusive sheet of igneous rock of roughly uniform thickness that has been forced between the bedding planes of existing rock; the initial horizontal drift along the strike of the ore vein.

Specific Gravity - the ratio between the weight of a unit volume of a substance and that of a unit volume of water.

Stope - an underground excavation from which ore has been extracted, either above or below a level. Access to stopes is usually by way of adjacent raises.

Stratigraphy - the sequence of bedded rocks in a particular area.

Tailings - Tailings consist of ground rock and process effluents that are generated in a mine processing plant or mill. Mechanical and chemical processes are used to extract gold from mine ore and produce a waste stream known as tailings. This process of product extraction is never 100 percent efficient, nor is it possible to reclaim all reusable and expended processing reagents and chemicals. The unrecoverable and uneconomic metals, minerals, chemicals, organics and process water are discharged, normally as slurry, to a final storage area commonly known as a Tailings Management Facility (TMF) or Tailings Storage Facility (TSF).

Claude Resources Inc.

Q3 2014 Management’s Discussion and Analysis

(in thousands of CDN dollars, except as otherwise noted)

Page 37

Till - is unsorted glacial sediment. Its content may vary from clays to mixtures of clay, sand, gravel and boulders. This material is typically derived from the subglacial erosion and incorporated by the moving ice of the glaciers of previously available unconsolidated sediments.

Tonne - a metric ton or 2,204 pounds.

Trenching - the process of exploration by which till is removed from a trench cut from the earth’s surface.

Vein - a thin, sheet-like, cross-cutting body of hydrothermal mineralization, principally quartz.

Waste - barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at a profit.

Working interest or WI - means the interest held by Claude in property. This interest normally bears its proportionate share of capital and operating costs as well as royalties or other production burdens. The working interest percentage is expressed before royalty interests.

Claude Resources Inc.

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

Your Recent History