Annual Report (foreign Private Issuer) (40-f)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

(Check One)

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended:

December 31, 2014

Commission File Number:

1-31956

CLAUDE RESOURCES INC.

(Exact name of Registrant as specified in its charter)

Canada	1040	Not Applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number, if applicable)	(I.R.S. Employer Identification Number, if applicable)

200 - 219 Robin Crescent

Saskatoon, Saskatchewan

S7L 6M8 Canada

(306) 668-7505

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue, 13^th Floor

New York, NY 10011

(212) 894-8700

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

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

		Name of each exchange
Title of each class		on which registered
Common Shares		Toronto Stock Exchange and OTCQB

Securities registered or to be registered pursuant to Section 12(g) of the Act: Not applicable

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not applicable

For annual reports, indicate by check mark the information filed with this Form:

þ Annual information form þ Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 188,155,978 common shares

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

Yes þ No ¨

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

Yes ¨ No ¨

PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual Report on Form 40-F

Annual Information Form dated March 26, 2015 attached as Exhibit 99.1 hereto.

Audited Consolidated Financial Statements of the Registrant as of December 31, 2014 and 2013 and for the years then ended and the related notes, the auditor’s report on the consolidated financial statements and Management’s Report on Internal Control over Financial Reporting attached as Exhibit 99.2 hereto.

Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2014 dated March 26, 2015 attached as Exhibit 99.3 hereto.

DISCLOSURE CONTROLS AND PROCEDURES

Claude Resources Inc. (the “Registrant”) maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”). The Registrant’s Chief Executive Officer and Chief Financial Officer, after having evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report have concluded that, as of such date, the design and operation of the Registrant’s disclosure controls and procedures were effective. However, as recommended by the SEC in its adopting release, the Registrant will continue to periodically evaluate its disclosure controls and procedures and will make modifications from time to time as deemed necessary to ensure that information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

The Registrant’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, 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 inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Registrant have been 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 management override of the control. The design of any system of controls 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; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Registrant’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The Registrant’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Registrant’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Registrant’s receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Registrant’s assets that could have a material effect on the financial statements.

Under the supervision and with the participation of the Registrant’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Registrant’s internal control over financial reporting, as of the end of the period covered by this annual report, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under this framework, management concluded that the Registrant’s internal control over financial reporting was effective as of December 31, 2014.

At December 31, 2013, the Chief Executive Officer and Chief Financial Officer concluded that ICFR was not effective as a result of the material weakness in ICFR discussed below.

Management noted that as at December 31, 2013:

Income taxes – there was a lack of review and monitoring controls of the income tax function relating to complex, non-routine transactions and provisions. This control deficiency resulted in the Company recording adjustments to deferred income tax assets, deferred income tax liabilities and deferred income tax expense. This control deficiency relating to complex, non-routine transactions and provisions creates a reasonable possibility that material misstatements of the consolidated financial statements including disclosures will not be prevented or detected on a timely basis as a result.

The Company has taken the following remedial actions related to the above noted material weakness:

In response to the material weakness identified above, Management believes it has made significant improvements in the procedures and controls it utilizes to determine the review and monitoring controls of the income tax function relating to complex, non-routine transactions and provisions. As part of the preparation of the December 31, 2014 annual financial statements and notes thereto, the Company enhanced processes and controls whereby the income tax function relating to complex, non-routine transactions and provisions are communicated to the Company’s finance department and external advisors for assessment in a timely manner and are subject to increased review.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of the Registrant’s registered public accounting firm regarding internal control over financial reporting as the Registrant qualifies as an “emerging growth company” under section 3(a) of the Exchange Act (as amended by the Jumpstart Our Business Startups Act, enacted on April 5, 2012), and is therefore exempt from the attestation requirement.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Other than the response to the material weakness reported at December 31, 2013, there have been no significant changes made in our internal controls over financial reporting during the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

The Registrant was not required by Rule 104 of Regulation BTR to send any notice to any of its directors or executive officers during the year ended December 31, 2014.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant’s board of directors has determined that it has at least one audit committee financial expert (as such term is defined in the rules and regulations of the SEC) serving on its audit committee. Ronald J. Hicks CPA, CA has been determined to be such audit committee financial expert (as such term is defined in Form 40-F) and is independent. (as such term is defined by the NYSE MKT corporate governance standards).

The SEC has indicated that the designation of Ronald J. Hicks, CPA, CA as an audit committee financial expert does not make him an “expert” for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on members of the audit committee and board of directors who do not carry this designation, or affect the duties, obligations or liability of any other members of the audit committee or the board of directors.

CODE OF ETHICS

The Registrant has adopted codes of ethics that apply to all directors, officers and employees of the Registrant. No amendment was made to the Code of Ethics during the Registrant’s most recently completed financial year and no waiver from a provision of the Code of Ethics was granted by the Registrant during the Registrant’s most recently completed financial year. Copies of the codes of ethics are available on the Registrant’s Internet website at www.clauderesources.com or, upon request, without charge, by contacting the Registrant at (306) 668-7505. Unless specifically referred to herein, the information on the Registrant’s website shall not be deemed to be incorporated by reference in this annual report.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets out the fees billed in Canadian dollars to the Registrant by KPMG LLP and its affiliates for professional services rendered in each of the years ended December 31, 2014 and 2013. During these years, KPMG LLP was the Registrant’s only external auditor.

	2014		2013
Audit Fees⁽¹⁾	$	175,375	$	206,700
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	175,375	$	206,700

⁽¹⁾

Audit fees are comprised of KPMG LLP services in respect of the audit of the December 31, 2014 consolidated financial statements.

Audit Committee’s Pre-Approval Policies and Procedures

The Registrant’s audit committee pre-approves all audit services and permitted non-audit services provided to the Registrant by KPMG LLP. The audit committee has delegated to the chair of the audit committee, who is independent, the authority to act on behalf of the audit committee with respect to the pre-approval of audit and permitted non-audit services provided by its external auditors where the aggregate fees are estimated to be less than or equal to $40,000. Any approvals by the chair are reported to the full audit committee at its next meeting. Services where the aggregate fees are estimated to be greater than $40,000 require full audit committee approval. None of the services described in footnote 1 under “Principal Accountant Fees and Services” above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

Please see the section entitled “Financial and Other Instruments” in the Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2014 included as Exhibit 99.3 to this annual report on Form 40-F and Note 22 entitled “Financial Instruments” in the Registrant’s audited consolidated financial statements for the year ended December 31, 2014 included as Exhibit 99.2 to this annual report on Form 40-F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Please see the section entitled “Contractual Obligations” in the Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2014 included as Exhibit 99.3 to this annual report on Form 40-F.

FORWARD-LOOKING INFORMATION

A number of statements in the documents incorporated by reference in this Form 40-F constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Please refer to the section entitled “Statement Regarding Forward-Looking Information” in the Annual Information Form dated March 26, 2015, incorporated by reference herein, attached as Exhibit 99.1 hereto and forming an integral part of this document, for a discussion of risks, uncertainties and assumptions that could cause actual results to vary from those forward-looking statements.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Registrant’s audit committee are Ronald J. Hicks, CPA, CA, , J. Robert Kowalishin and Brian Booth.

MINE SAFETY DISCLOSURE

The Registrant is not currently required to disclose the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

Consent to Service of Process

The Registrant has previously filed with the SEC a consent to service of process on Form F-X with respect to the class of securities in relation to which the obligation to file this annual report arises.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

	CLAUDE RESOURCES INC.

Date: March 26, 2015	By:	/s/ Brian Skanderbeg
		Name: Brian Skanderbeg
		Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.:	Description:

99.1	Annual Information Form dated March 26, 2015.

99.2	Audited Consolidated Financial Statements of the Registrant as of December 31, 2014 and 2013 and for the years then ended and the related notes, the auditor’s report on the consolidated financial statements and Management’s Report on Internal Control over Financial Reporting.

99.3	Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2014 dated March 26, 2015.

99.4	Consent of KPMG LLP, the Registrant’s independent registered public accounting firm.

99.5	Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

99.6	Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

99.7	Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

99.8	Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

99.9	Consent of SRK Consulting (Canada) Inc., independent technical expert.

Exhibit 99.1

Claude Resources Inc.

200, 219 Robin Crescent

Saskatoon, SK

S7L 6M8

Annual Information Form

For the year ended December 31, 2014

Dated as of March 26, 2015

Claude Resources Inc. – 2014 Annual Information Form

Claude Resources Inc. (“Claude” or the “Company”)

Annual Information Form – March 26, 2015

Table of Contents

			Page

Statement Regarding Forward-Looking Information			3

Technical Information			4

Cautionary Note To U.S. Investors Concerning Resource Estimate			4

Metric Equivalents			4

Glossary of Terms			5

Item 1:	Corporate Structure
	1.1	Name, Address and Incorporation	11
	1.2	Subsidiary Corporations	11

Item 2:	General Development of the Business
	2.1	Recent History	11

Item 3:	Description of the Company’s Business
	3.1	General	17
	3.2	Risk Factors	18
	3.3	Mineral Properties	27

Item 4:	Dividends
	4.1	Dividends	53

Item 5:	Description of Capital Structure
	5.1	General Description of Capital Structure	53

Item 6:	Market for Securities
	6.1	Trading Price and Volume	53

Item 7:	Directors and Executive Officers
	7.1	Name, Occupation and Security Holdings	54
	7.2	Cease Trade Orders or Bankruptcies	55

Item 8:	Transfer Agent and Registrar
	8.1	Transfer Agent and Registrar	56

Item 9:	Material Contracts
	9.1	Material Contracts	56

Item 10:	Legal Proceedings
	10.1	Legal Proceedings	56

Item 11:	Interests of Experts
	11.1	Interests of Experts	56

Item 12:	Audit Committee
	12.1	Audit Committee Charter	57
	12.2	Composition of the Audit Committee	57
	12.3	Relevant Education and Experience	57
	12.4	Pre-Approval Policies and Procedures	58
	12.5	External Audit Service Fees	58

Item 13:	Additional Information		58

APPENDIX A Charter of the Audit Committee

Claude Resources Inc. – 2014 Annual Information Form

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

All statements, other than statements of historical fact, contained or incorporated by reference in this annual information form 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 “Risk Factors” in this annual information form. 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 annual information form are made as of the date of this annual information form, being March 26, 2015 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 annual information form are expressly qualified by these cautionary statements.

Claude Resources Inc. – 2014 Annual Information Form

TECHNICAL INFORMATION

The disclosure in this annual information form of a scientific or technical nature for the Company's material properties is based on technical reports prepared for those properties in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects ("NI 43-101") of the Canadian Securities Administrators. Information prepared by or under the supervision of Qualified Persons under NI 43-101 and included in this annual information form is with the consent of such persons.

Other information has been prepared and included in this annual information form following review and verification by Brian Skanderbeg, P.GEO, President and Chief Executive Officer, a Qualified Person within the meaning of NI 43-101. In 2014, Mineral Reserves and Mineral Resources were estimated by Claude personnel. The Mineral Resource evaluation work was completed by a team of geologists and engineers under the supervision of Brian Skanderbeg, P.Geo., President and Chief Executive Officer. Mineral Reserves were conducted under the direction of Qualified Person Gordon Reed, P.Eng., Seabee Gold Operation General Manager.

The technical reports described herein have been filed on SEDAR and can be reviewed at www.sedar.com.

In this annual information form, the terms "mineral reserve", "probable mineral reserve", "proven mineral reserve", "mineral resource", "inferred mineral resource", "indicated mineral resource", "measured mineral resource", "prefeasibility study" and "feasibility study" have the meanings ascribed to those terms by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as amended on the date hereof (the "CIM Definition Standards"), as required by NI 43-101. The definitions set out in this annual information form for such terms reflect the CIM Definition Standards and are for convenience of reference only. In the event of a discrepancy between the CIM Definition Standards and the definitions set out in this annual information form, the CIM Definition Standards shall prevail.

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATE

The resource estimates in this document were prepared in accordance with NI 43-101. The requirements of NI 43-101 differ significantly from the requirements of the United States Securities and Exchange Commission (the “SEC”). In this document, we use the terms “measured,” “indicated” and “inferred” resources. Although these terms are recognized and required in Canada, the SEC does not recognize them. The SEC permits US mining companies, in their filings with the SEC, to disclose only those mineral deposits that constitute “reserves”. Under United States 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. United States 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 United States investors should not assume that “inferred resources” exist or can be legally or economically mined, or that they will ever be upgraded to a higher category.

METRIC EQUIVALENTS

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

To Convert from Metric	To Imperial	Multiply metric unit 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

Claude Resources Inc. – 2014 Annual Information Form

GLOSSARY OF TERMS

Aboriginal – means First Nation, Métis, or Inuit.

Actinolite – a bright green or grayish green monoclinic mineral of the amphibole group.

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

Amphibolite – a metamorphic rock that may have originated as a basalt lava flow or mafic dike/sill.

Anticline – a fold, generally convex upward, whose core contains the older rocks.

Arsenopyrite – the most common arsenic mineral and principal ore of arsenic; occurs in many sulfide ore deposits, particularly those containing lead, silver, and gold.

Assaying – laboratory examination that determines the content or proportion of a specific metal (ie: 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.

Boudinage – a structure common in strongly deformed sedimentary and metamorphic rocks, in which an original continuous competent layer or bed has been stretched, thinned and broken at regular intervals into bodies resembling boudins or sausages.

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.

Carbon-in-pulp – a method of recovering gold and silver from pregnant cyanide solutions by absorbing the precious metals within the solution onto granules of activated carbon.

Care and Maintenance Basis – in reference to mining means the indefinite suspension of all operations except those services and personnel necessary to insure the safeguarding of mining property and assets against controllable acts.

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.

Clastic – fragments of minerals and rocks that have been moved individually from their places of origin.

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.

Crown – Her Majesty the Queen in right of Saskatchewan as represented by the Saskatchewan Ministry of the Economy.

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

Claude Resources Inc. – 2014 Annual Information Form

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.

Disposition – rights granted by the Crown under a permit, claim or lease.

Dore – the final saleable product from a gold mine.

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.

Electrowinning – the process of recovering metal from solution by electrolysis.

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

Face – the end of a drift, crosscut or stope in which work is taking place.

Facies – the character and composition of sedimentary deposits.

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.

Feldspathic arenite – a sandstone containing abundant quartz, less than ten percent argillaceous matrix and 10 to 25 percent feldspar.

Felsic – an adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and/or sodium rich aluminosilicated minerals.

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.

Gabbro – a dark-coloured, plutonic rock with quartz between 0 and 5 percent and feldspar greater than 90 percent.

Garnet – a brittle, transparent mineral with a vitreous luster.

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.

Claude Resources Inc. – 2014 Annual Information Form

Gneiss – a layered or banded crystalline metamorphic rock, the grains of which are aligned or elongated into a roughly parallel arrangement.

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

Gram metre – a measure of contained gold within a given interval calculated as the product of grams of gold per tonne intercepted over length of core.

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

Gross – in reference to land means a 100 percent interest.

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.

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.

ITA – Income Tax Act (Canada).

Joint Venture – a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control.

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.

LT – long tons.

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.

Metamorphosed Rocks – rocks that are changed in character by processes of intense heat and pressure deep within the earth’s crust.

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

Claude Resources Inc. – 2014 Annual Information Form

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.

Muck – ore or rock that has been broken by blasting.

Muskeg – a thick deposit of decayed vegetable matter forming swampy areas.

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

Net Smelter Return Royalty/ NSR Royalty – a phrase used to describe a royalty payment made by a producer of metals based on a percentage of gross metal production from the property, less deduction of certain limited costs including smelting, refining, transportation and insurance costs.

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.

Pillar – a block of solid ore or other rock left in place to structurally support the shaft, walls or roof of a mine.

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.

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

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.

Claude Resources Inc. – 2014 Annual Information Form

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.

Shrinkage Stoping – any mining method in which broken ore is temporarily retained in the stope to provide a working platform and/or to offer temporary support to the stope walls during active mining.

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 a similar weight and unit volume of water.

Splay – one of a series of divergent small faults or fractures at the extremities of a major fault.

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 – the material that remains after all economically and technically recoverable precious metals have been removed from the ore during processing. This material is discharged, normally in as slurry, to a final storage area commonly known as a Tailings Management Facility (TMF).

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.

Tourmaline – a complex, crystalized silicate containing boron.

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

Claude Resources Inc. – 2014 Annual Information Form

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. – 2014 Annual Information Form

Item 1 Corporate Structure

1.1 Name, Address and Incorporation

Claude Resources Inc. (“Claude” or the “Company”) amalgamated effective January 1, 2015, with its then subsidiary St. Eugene Mining Corporation Limited (“SEM”). The amalgamated Company carries on business under the name Claude Resources Inc. and is governed by the Canada Business Corporations Act.

The registered office of the Company is located at 1500, 410 – 22^nd Street East, Saskatoon, Saskatchewan, S7K 5T6. Its principal executive office is located at 200, 219 Robin Crescent, Saskatoon, Saskatchewan, S7L 6M8, Telephone: (306) 668-7505, Facsimile: (306) 668-7500, email: clauderesources@clauderesources.com, website: www.clauderesources.com.

1.2

Subsidiary Corporations

Claude has two wholly-owned subsidiary corporations: 4158849 Canada Ltd. and Madsen Gold Corporation, both Canada federal corporations. References herein to the “Company” or “Claude” include the Company and its subsidiaries, unless otherwise indicated or the context otherwise requires.

Item 2 General Development of the Business

2.1

Recent History

Recent developments in the Company’s business over the last three completed fiscal years were as follows:

2014: On January 31, 2014, the Company announced the retirement of the Company’s long-time President and Chief Executive Officer, Neil McMillan, effective March 31, 2014.

On March 4, 2014, Claude announced the closing of its previously announced agreement whereby Pure Gold Mining Inc. (“Pure Gold”) (TSX.V: PGM), formerly Laurentian Goldfields Ltd. (“Laurentian”) (TSX.V: LGF), acquired Claude’s 100 percent interest in the Madsen Gold Project in Red Lake, Ontario Canada. Claude received CDN $6.25 million cash upon closing of the transaction and received an additional CDN $2.5 million cash six months following the close of the transaction. In addition, Claude received approximately 9.8 million shares of Laurentian, which represented approximately 10.1 percent ownership in Laurentian.

In addition, the Company engaged a strategic and financial advisor to undertake a strategic review of Claude’s business plan and capital structure and to explore alternatives with the objective to maximize value for all shareholders. The strategic review was completed in Q1 2015.

On March 20, 2014, the Company announced the closing of a Net Smelter Royalty (“NSR”) Return agreement (the “NSR Royalty Agreement”) with Orion Mine Finance Fund. Pursuant to this transaction, proceeds of USD $12 million were received by the Company in exchange for a three percent NSR on production from the Seabee Gold Operation. The NSR agreement provides Claude with the option, which expires on December 31, 2016, to repurchase half or 1.5 percent of the 3 percent NSR for U.S. $12 million. Proceeds from the transaction were used to further development at the Seabee Gold Operation and for general working capital purposes primarily related to the Seabee Gold Operation.

On March 27, 2014, Claude’s Board of Directors announced the appointment of Mike Sylvestre, as interim President and Chief Executive Officer, effective April 1, 2014 following the retirement of Neil McMillan on March 31, 2014.

On March 28, 2014, the Company announced that it had completed a private placement (the "Private Placement") of common shares in the capital of Claude ("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, being the market price of the Common Shares within the meaning of the Toronto Stock Exchange Company Manual, 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, as well as the modification of certain covenants. Concurrently with satisfaction of this one-time payment, the 5.75 million common share purchase warrants pursuant to the original agreement were cancelled.

Claude Resources Inc. – 2014 Annual Information Form

On March 31, 2014, the Company released an updated NI 43-101 compliant Mineral Reserve and Mineral Resource estimate for the Seabee property. Effective November 15, 2013, Proven and Probable Reserves at 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 Resource at its Seabee Gold Operation included Measured and Indicated Mineral Resources of 175,200 ounces and Inferred Mineral Resources totaling 582,900 ounces.

On April 21, 2014, Claude provided an update of its 2013 underground drilling program at the Seabee Gold Operation. The underground drilling program drilled approximately 50,000 metres in an on-going effort to expand and better define the Seabee Gold Operation’s current resource.

Highlights include (cut grade over true widths):

Seabee Mine:

Hole: U13-061: 13.16 g/t over 4.7 metres;

Hole: U13-066: 8.27 g/t over 7.8 metres;

Hole: U13-075: 12.23 g/t over 10.7 metres;

Hole: U13-076: 22.62 g/t over 6.1 metres;

Hole: U13-077: 23.58 g/t over 4.8 metres;

Hole: U13-087: 31.32 g/t over 2.5 metres;

Hole: U13-089: 49.02 g/t over 2.0 metres; and

Hole: U13-321: 31.54 g/t over 5.2 metres.

Santoy Mining Complex (Santoy 8 Mine and Santoy Gap Deposit):

Hole: SUG-13-905A: 13.28 g/t over 3.5 metres;

Hole: SUG-13-301: 17.32 g/t over 4.0 metres;

Hole: SUG-13-320: 9.64 g/t over 4.4 metres;

Hole: SUG-13-335: 10.34 g/t over 6.5 metres;

Hole: SUG-13-347: 13.90 g/t over 5.7 metres; and

Hole: SUG-13-355: 6.09 g/t over 8.5 metres.

On June 17, 2014, the Company announced that initial production from the Santoy Gap deposit was ahead of schedule. For the month of May, development ore from three levels in the eastern block of the Santoy Gap deposit produced on average 125 tonnes per day at a grade of approximately 7.1 grams per tonne. Production at Santoy Gap began only two and a half years after its discovery and represents a significant milestone in the life of mine plan at the Seabee Gold Operation.

The Company also announced that mining crews had exposed the eastern portion of the ore body on the 24, 26, 28 and 30 levels. The 28 and 30 levels were the first to be developed and are expected to begin initial long-hole production ahead of schedule during the third quarter. To support optimization of the mine design, the Company announced that it was conducting an infill drill program of approximately 27,000 metres. In addition to ongoing development work and the infill drill program, the Company completed the 290 metre ventilation raise at the Santoy Gap deposit. The completion of the ventilation raise marked a critical milestone in driving increased underground productivity to advance the ore body towards safe and sustainable production.

On June 25, 2014, Claude’s Board of Directors announced the retirement of its Chair, Ted Nieman, Q.C. and Ray McKay. Both retirements were effective June 30, 2014. Mike Sylvestre, interim President and CEO, became Chair of the Board. In addition, director Brian Booth was selected by the Board to act as the lead independent director. Furthermore, the Board reduced both its number of directors as well as its committee structure. At that time, the Board had five directors and two committees, being the Audit and Safety, Health and Environment committees. These measures were part of the Company’s commitment to a cash optimization plan and further contributed to ongoing cost reductions.

Claude Resources Inc. – 2014 Annual Information Form

On September 10, 2014, Claude announced that the underground drill program at the Santoy Gap was continuing to achieve excellent results, including an intersection of 26.77 grams of gold per tonne over 8.7 metres true width.

2014 Underground Drilling Update

The underground drilling program was designed to define and expand the current Mineral Reserves and Mineral Resources at the Santoy Gap. Results show high grade and excellent widths that are hosted within three distinct vein systems, namely the Santoy Gap 9A, 9B and 9C. Select highlight holes that have intercepted multiple vein systems are presented in the tables below. All results are reported as cut grade and true width.

Highlight Holes Intercepting Multiple Vein Systems Within the Santoy Gap Deposit:

	VEIN SYSTEM
	9A		9B		9C
HOLE #	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

Highlights of Santoy Gap Year to Date 2014 Underground Drilling Results:

	ZONE INTERSECTION					TRUE
HOLE #	NAME (Target)	FROM	TO	GRADE g/t (uncut)	GRADE g/t (cut)	WIDTH (m)
SUG-14-003	9A	171.00	177.00	19.31	19.31	3.99
SUG-14-004	9B	173.50	181.40	15.55	15.55	4.97
SUG-14-026	9C	139.00	147.20	11.95	11.95	5.73
SUG-14-026	9A	156.00	160.50	25.01	25.01	3.16
SUG-14-027	9A	157.50	163.50	45.49	33.56	4.57
SUG-14-028	9A	151.50	161.20	16.44	15.35	7.51
SUG-14-029	9C	119.50	125.40	27.51	15.17	4.80
SUG-14-029	9B	127.30	140.00	14.75	10.91	10.47
SUG-14-029	9A	145.50	147.80	91.58	50.00	1.88
SUG-14-031	9B	117.00	123.00	16.31	13.63	5.42
SUG-14-034	9B	118.30	129.50	36.96	22.54	9.62
SUG-14-038	9A	132.40	141.80	14.97	9.87	8.22
SUG-14-044	9C	128.80	139.10	11.33	11.33	7.63
SUG-14-045	9C	141.30	152.10	8.91	8.91	7.57
SUG-14-047	9C	159.30	172.50	11.06	11.06	7.36
SUG-14-048	9C	154.00	168.30	30.16	26.77	8.70
SUG-14-056	9C	150.40	168.00	7.35	7.35	10.88
SUG-14-308	9A	131.20	139.50	37.04	14.71	4.86

Claude Resources Inc. – 2014 Annual Information Form

Note: Composites are calculated at a 3.5 g/t cut-off and a 50.0 g/t top-cut and may include internal dilution.

Santoy Gap Update

In addition to an update on the Company underground drill program at the Santoy Gap, Claude announced that long-hole production at the Santoy Gap deposit had been initiated ahead of schedule. Long-hole production was originally expected to begin in the fourth quarter of 2014. From May through July, the Santoy Gap produced approximately 13,000 tonnes at 7.1 grams of gold per tonne. Thus far, the average grade has been 8% higher than the Santoy Gap Mineral Reserve grade of 6.4 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 5.65 grams of gold per tonne in the second quarter versus the 3.66 grams of gold per tonne during the first quarter of this year.

Production ramp up at the Santoy Gap was well ahead of schedule and became the main contributor of tonnes and ounces mined from the Santoy Mine Complex during the remainder of 2014. Production tonnage from Santoy Gap averaged 300 to 400 tonnes per day during the fourth quarter, which is well above the budgeted throughput of 200 tonnes per day. The increase in tonnage and grade from Santoy Gap is expected to 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, focusing 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.

On November 13, 2014, Claude’s Board of Directors announced the appointment of Mr. Brian Skanderbeg as President and Chief Executive Officer (“CEO”) of the Company effective November 17, 2014. Brian joined Claude in 2007 and was appointed Senior Vice President and Chief Operating Officer in 2012. He brings over 10 years of extensive gold mining and exploration experience. He previously worked for Goldcorp, Inco Ltd. and Helio Resources and holds a B.Sc. from the University of Manitoba and a M.Sc. from Rhodes University, South Africa.

On December 18, 2014, the Company announced that its Board of Directors named Brian Booth, current Lead Director, as Chair of the Board effective January 1, 2015. The Company’s then Chair, Mike Sylvestre, stepped down as Chair effective December 31, 2014. Mr. Sylvestre remained on the Board as a director until February 19, 2015, resigning to pursue a new role within the mining sector.

On January 8, 2015, the Company announced that the Seabee Gold Operation achieved record annual gold production of 62,984 ounces for 2014, an increase of 44 percent year over year. In 2014, the Seabee Gold Operation milled 279,597 tonnes at a grade of 7.32 grams per tonne with an average mill recovery of 95.7 percent. The 44 percent increase in gold production was driven by a 43 percent increase in grade as mill throughput remained consistent. Gold sales increased 40 percent in 2014 to approximately 62,700 ounces at an average gold price of approximately CDN $1,395 per ounce.

The Company also announced its 2015 outlook for the Seabee Gold Operation where production is planned to be between 60,000 and 65,000 ounces of gold. Production will be sourced primarily from the Santoy Gap and L62 deposits. The majority of tonnes and ounces in the 2015 business plan are expected to come from the Santoy Gap deposit as it ramps up to 500 tonnes per day.

Claude Resources Inc. – 2014 Annual Information Form

On January 29, 2015, the Company’s Board of Directors announced that Mr. Patrick Downey had joined the Board, effective January 30, 2015. “Mr. Downey is a veteran mining executive with an extensive track record in operations and development.

In March 2015, the Company released an updated NI 43-101 compliant Mineral Reserve and Mineral Resource estimate for the Seabee property. Effective November 30, 2014, Proven and Probable Reserves at the Seabee Gold Operation were 1,323,100 tonnes, grading 7.03 grams per tonne or 299,000 ounces of gold. The Company’s Mineral Resource at its Seabee Gold Operation included Measured and Indicated Mineral Resources of 125,200 ounces and Inferred Mineral Resources totaling 847,300 ounces.

2013: On January 17, 2013, the Company announced that it had expanded its current debt facilities with its existing bank and, in addition, had come to an agreement, subject to due diligence, with CCP for a five year, $25 million long-term debt facility (the “CCP Debt Facility”). The new capital structure was finalized to advance the Company over the long term without diluting existing shareholders through major equity financings. The debt facilities were utilized to retire the $9.8 million debenture due in May 2013, for expansion capital at the Seabee Gold Operation and for working capital purposes. Further, 1,693,200 warrants listed pursuant to the debenture offering expired unexercised.

The CCP Debt Facility closed on April 5, 2013, carries an interest rate of 10 percent of the outstanding principal and is compounded and payable monthly. Principal payments, which began in May 2014, are payable monthly with a balloon payment, due at maturity, of $10.9 million. The CCP Debt Facility included 5.75 million warrants at a strike price of $0.70 which were subsequently cancelled.

On February 4, 2013, the Company announced that it had completed the shaft extension project at the Seabee Mine. The project extended the shaft from 550 metres to 980 metres depth. As expected, the resultant reduction of trucking distance, approximately 430 vertical metres, and ore handling resulted in lower diesel consumption, reduced maintenance costs and improved ventilation at the Seabee Mine.

In March 2013, the Company released an updated NI 43-101 compliant Mineral Reserve and Mineral Resource estimate for the Seabee property. Effective December 31, 2012, Proven and Probable Reserves for the Seabee Gold Operation were 1,575,200 tonnes, grading 6.14 grams per tonne or 311,100 ounces of gold. The Company’s Mineral Resources at its Seabee Gold Operation included Measured and Indicated Mineral Resources of 344,200 ounces of gold and Inferred Mineral Resources totaling 603,400 ounces. Results obtained from drilling completed during 2012 from the Santoy Gap deposit were incorporated into and had a material impact on the update.

On May 22, 2013, the Company released results from a 2013 first quarter drill program at Santoy 8 and Santoy Gap. This drilling extended the Santoy Gap mineralized system down plunge to 650 metres depth and has extended Santoy 8’s system 400 metres below the base of the existing Inferred Mineral Resource. These step-out drill intercepts significantly expanded the footprint of the Santoy Mine Complex and are of a materially higher grade than the current reserve and resource base. Highlights from these 2013 drill results are summarized below:

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.

Effective November 1, 2013, the Company voluntarily delisted its common shares from the NYSE MKT. This decision was based on the general tone of the resource sector and the Company’s continued pursuit to rationalize expenditures. The delisting of the shares did not affect the listing of the shares on the TSX and U.S. shareholders have the opportunity to trade shares of the Company on the TSX as well as over the OTC Markets Groups’ OTCQB Marketplace under the symbol “CLGRF”.

Claude Resources Inc. – 2014 Annual Information Form

Subsequently, on November 7, 2013, based on the third quarter completion of a detailed mine design for the Santoy Gap deposit (and incorporating the results of the first quarter drill results discussed above), the Company updated its NI 43-101 compliant Mineral Reserve and Mineral Resource statement for its Seabee Gold Operation, effective December 31, 2012. Highlights of the update included an increase to the Seabee Gold Operation Mineral Reserves by 78 percent to 554,100 ounces of gold. This increase included the initial Mineral Reserve of 243,000 ounces of gold at 6.24 grams per tonne at the Santoy Gap deposit. The updated technical report supporting the Mineral Reserve and Mineral Resource estimate dated December 31, 2012 was filed on SEDAR at www.sedar.com on December 23, 2013.

2012: On February 2, 2012, the Company announced that it had completed the acquisition of SEM. As a result of this acquisition, Claude now owns 100 percent of the Amisk Gold Project. At 40,400 hectares, this gold and silver exploration property is one of the largest land positions in the prolific Flin Flon mineral district. The Amisk Gold Property is located 20 kilometres southwest of Flin Flon, Manitoba and hosts the Amisk Gold Project, a bulk mineable gold and silver deposit. Currently, the Amisk Gold Project hosts a NI 43-101 compliant Mineral Resource estimate of 1.57 million gold equivalent ounces. A detailed description of the Amisk Gold Project can be found under “3.3 Mineral Properties”.

In March 2012, the Company released an updated NI 43-101 compliant Mineral Reserve and Mineral Resource estimate for the Seabee property. Effective December 31, 2011, the update included recent drill results from the Santoy Gap and resulted in an additional 2,321,000 tonnes at 6.63 grams of gold per tonne (495,000 ounces) in the Inferred Mineral Resource category. Inclusive of ounces from the Santoy Gap, the Seabee Gold Operation reported an Indicated Mineral Resource of 70,600 ounces and an Inferred Mineral Resource of 873,400 ounces. Compared to December 31, 2010, this represented a 206 percent increase in gold within the Company’s Mineral Resources. The technical report supporting the Mineral Reserve and Mineral Resource estimate dated April 28, 2012 was filed on SEDAR at www.sedar.com on April 30, 2012.

In April 2012, Mr. Brian Booth was appointed to the Company’s Board of Directors. Mr. Booth’s geological background and experience as a business leader has provided new insight to the Management team and Board.

At the end of August 2012, the Company provided an exploration update from its 2012 drill program targeting the Santoy Gap deposit. Drill results extended the mineralized system up-dip, along strike to the north and at depth as well as confirming continuity within the existing inferred resource. Drill hole JOY-12-677 returned the widest intercept, 14.58 grams of gold per tonne over 29.74 metres, confirming a high grade core that hosts multiple vein sets over combined widths of between 20 and 30 metres. The system remains open in most directions and underground development from the existing Santoy 8 infrastructure was then initiated.

On November 27, 2012, the Company released the final drill holes of the 2012 exploration program targeting the Santoy Gap deposit. These final drill holes (see table below) targeted the down-dip extension of the Santoy Gap deposit. Of these, four drill holes returned visible gold-bearing intercepts, including JOY-12-688 and JOY-12-689, which contained both hanging-wall and Santoy Gap deposit mineralized intervals. Santoy Gap deposit intercepts were highlighted by drill hole JOY-12-686 that returned 8.16 grams of gold per tonne over 5.93 metres and JOY-12-689 that returned 4.68 grams of gold per tonne over 1.41 metres and 5.03 grams of gold per tonne over 1.58 metres. Drill hole JOY-12-686 extended economic mineralization 150 metres down-dip to a depth of 650 metres below surface. Drill hole JOY-12-689 was of particular significance as it implies continuity of the Santoy Gap deposit structure along strike towards the Santoy 8 deposit within the Santoy Mine Complex.

A sub-parallel, hanging-wall structure was discovered with JOY-12-688 and JOY-12-689 returning 5.07 grams of gold per tonne over 6.00 metres and 3.51 grams of gold per tonne over 4.53 metres, respectively. Both intercepts contained coarse visible-gold associated with silicified granodiorite and quartz veining. The intercepts lie between 375 and 425 metres below surface and remain open in all directions.

Claude Resources Inc. – 2014 Annual Information Form

Highlights from 2012 Santoy Gap drilling
Hole ID	Easting	Northing	From (m)	To (m)	Grade (g/t)	Width (m)	Zone
JOY-12-686	599287	6170925	642.40	648.33	8.16	5.93	GAP
JOY-12-688	599481	6170719	416.20	422.20	5.07	6.00	HW
JOY-12-689	599537	6170658	382.84	387.37	3.51	4.53	HW
		And	603.00	604.32	4.68	1.41	GAP
		And	607.50	609.08	5.03	1.58	GAP

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.

In December 2012, the Company reported an updated NI 43-101 compliant Mineral Resource estimate from the Santoy Gap deposit (see table below). The update upgraded a significant portion of the Santoy Gap deposit’s Inferred Resource into the Indicated category while continuing to grow the Santoy Gap deposit.

Santoy Gap, Mineral Resource Statement *
	2012			2011
	Tonnes	Grade (g/t)	Gold Ounces	Tonnes	Grade (g/t)	Gold Ounces
Indicated Mineral Resources
	994,000	8.80	281,000	-	-	-
Inferred Mineral Resources
	1,875,000	5.92	357,000	2,321,000	6.63	495,000

* Reported at a cut-off grade of 3.0 grams of gold per tonne assuming an underground extraction scenario, a gold price of U.S. $1,475 per ounce, and metallurgical recoveries of 95 percent. Mineral resources are not mineral reserves and do not have a demonstrated economic viability. All figures have been rounded to reflect the accuracy of the estimates.

The Santoy Gap resource was defined to be in excess of 690 metres below surface and over a strike length of 800 metres. The deposit is located between 200 and 1,000 metres north of the existing Santoy 8 resource and remains open down plunge to the north and at depth.

Item 3 Description of the Company’s Business

3.1 General

The Company is engaged in the acquisition, exploration, and development of precious metal properties and the production and marketing of minerals. All of Claude's mineral properties are located in northern Saskatchewan.

The Company’s mineral property portfolio includes the Seabee Property, which includes two producing gold mines and various exploration properties located at Laonil Lake, Saskatchewan, approximately 125 kilometres northeast of La Ronge, Saskatchewan. This property has been in operation since December 1991, producing 1,129,924 ounces of gold to December 31, 2014. In 2014, gold production was 62,984 compared to 43,850 ounces in 2013.

The Company also owns 100 percent of the Amisk Gold Property, located in the province of Saskatchewan, 20 kilometres southwest of Flin Flon, Manitoba, which covers an area of 40,400 hectares.

A detailed description of the Seabee Property and the Company’s other mineral properties is found under “3.3 Mineral Properties”.

Claude Resources Inc. – 2014 Annual Information Form

Operations, although affected by weather, are not seasonal as gold is produced year round. Gold is a commodity for which there is an active market and is not differentiated from the products of competitors. Therefore, the Company conducts no special marketing and its revenue is determined by prevailing market prices.

The Company is not dependent upon any patents, licenses or new manufacturing processes, nor is it dependent upon any financial contracts other than those entered into in the ordinary course of its business.

A statement regarding the Company’s competitive position is disclosed in “3.2 Risk Factors”, under “Industry Competition may Hinder Corporate Growth”.

3.2

Risk Factors

An investment in the common shares of the Company must be considered speculative due to the nature of the Company’s business and the present stage of exploration and development of its mineral deposit properties. The risks described below may not be the only ones facing Claude. Additional risks not currently known to Claude, or that Claude currently deems immaterial, may also impair the operations of the Company. In addition to the other information contained in the Company’s 2014 annual report, the following risk factors should be considered in evaluating the Company.

Persistent Low Gold Prices Could Cause Mine Operations to be Suspended or Shutdown and Negatively Affect the Company’s Profitability, Cash Flow and Ability to Operate as a Going Concern

The economics of developing gold and other metal properties are affected by many factors including the cost of operations, variations in the grade of ore mined and the price of gold or other metals. Depending on the price of gold, the Company may determine that it is impractical to commence or continue commercial production. The price of gold has fluctuated in recent years. During the year ended December 31, 2014, the market price per ounce for gold ranged from a low of U.S. $1,142 to a high of U.S. $1,385 with an average price of U.S. $1,266.

Any significant drop in the price of gold adversely impacts the Company’s revenues, profitability and cash flows. Also, sustained low gold prices can:

Reduce production revenues as a result of cutbacks caused by the cessation of mining operations involving deposits or portions of deposits that have become uneconomic at the prevailing price of gold;

Cause the cessation or deferral of new mining projects;

Decrease the amount of capital available for exploration activities;

Reduce existing reserves by removing ore from reserves that cannot be economically mined at prevailing prices; or,

Cause the write-off of an asset whose value is impaired by the low price of gold.

Gold prices may fluctuate widely and are affected by numerous industry factors, such as demand for precious metals, forward selling by producers and central bank sales and purchases of gold. Moreover, gold prices are also affected by macro-economic factors such as expectations for inflation, interest rates, currency exchange rates and global or regional political and economic situations. The current demand for and supply of gold affects gold prices, but not necessarily in the same manner as current demand and supply affects the price of other commodities. The potential supply of gold consists of new mine production plus existing stocks of bullion and fabricated gold held by governments, financial institutions, industrial organizations and individuals. If gold prices remain at low market levels for a sustained period, the Company could determine that it is not economically feasible to continue mining operations or exploration activities.

There can be no assurance that the price of gold will remain stable or that such price will be at a level that will prove feasible to begin development of its properties, or commence or, if commenced, continue commercial production.

Claude Resources Inc. – 2014 Annual Information Form

Uncertainty of Production Estimates can Negatively Impact Earnings and Cash Flow

The Company’s gold production may fall below estimated levels as a result of mining accidents such as cave-ins, rock falls, rock bursts or as a result of other operational difficulties. In addition, production may be unexpectedly reduced if, during the course of mining, mineral grades are lower than expected, the physical or metallurgical characteristics of the minerals are less amenable than expected to mining or treatment, or dilution increases. Accordingly, there can be no assurance that the Company will achieve current or future production estimates.

The Company is Involved in the Resource Industry which has Certain Inherent Exploration and Operating Risks

The exploration for and development of mineral deposits involves significant risks, which even the combination of careful evaluation, experience and knowledge may not eliminate. It is impossible to guarantee that current or future exploration programs on existing mineral properties will establish reserves.

The level of profitability of the Company in future years will depend mainly on gold prices, the cost of production at the Seabee Operation and whether any of the Company’s exploration stage properties can be brought into production. Whether an ore body will continue to be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices, which cannot be predicted and which have been highly volatile in the past, mining costs, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, environmental protection and reclamation and closure obligations. The effect of these factors cannot be accurately predicted, but the combination of these factors may cause a mineral deposit that has been mined profitably in the past, such as the Seabee Operation, to become unprofitable. The Company is subject to the risks normally encountered in the mining industry, such as unusual or unexpected geological formations, cave-ins or flooding. The Company may become subject to liability for pollution, cave-ins or other hazards against which it cannot insure or against which it may elect not to insure.

The development of gold and other mineral properties is affected by many factors, including the cost of operations, variations in the grade of ore, fluctuations in commodity markets, costs of processing equipment and other factors such as government regulations, including regulations relating to royalties, fluctuations in the U.S. dollar versus Canadian dollar exchange rate, allowable production, importing and exporting of minerals and environmental protection.

Fluctuations in the U.S. Dollar versus Canadian Dollar Exchange Rate Could Negatively Impact Operating Results

The price of gold is denominated in U.S. dollars and, accordingly, the Company’s proceeds from gold sales will be denominated and received in U.S. dollars. As a result, fluctuations in the U.S. dollar against the Canadian dollar could result in unanticipated fluctuations in the Company’s financial results, which are reported in Canadian dollars. During the year ended December 31, 2014, the CDN$/US$ exchange rate ranged from a low of $1.0639 to a high of $1.1656 with an average of $1.1046.

Current Global Financial Condition

Market events and conditions, including the disruptions in the international credit markets and other financial systems, the deterioration of global economic conditions in 2008 and 2009 and, more recently, in Europe, along with political instability in the Middle East and budget deficits and debt levels in the United States, have caused significant volatility to commodity prices. These conditions have also caused a loss of confidence in the broader United States, European and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. These events are illustrative of the effect that events beyond Claude’s control may have on commodity prices, demand for metals, including gold and silver, and general financial market liquidity, all of which may affect the Company’s business.

Claude Resources Inc. – 2014 Annual Information Form

Claude is also exposed to liquidity and various counterparty risks including, but not limited to: (i) financial institutions that hold Claude’s cash and cash equivalents; (ii) companies that have payables to Claude, including bullion brokers; (iii) Claude’s insurance providers; (iv) Claude’s lenders; (v) Claude’s other banking counterparties; and (vi) companies that have received deposits from Claude for the future delivery of equipment and or other operational inputs. Claude is also exposed to liquidity risks in meeting its capital expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of Claude to obtain loans and other credit facilities in the future and, if obtained, on terms favourable to Claude. Furthermore, repercussions from the 2008-2009 economic crisis continue to be felt, as reflected in increased levels of volatility and market turmoil. As a result of this uncertainty, Claude’s planned growth could either be adversely or positively impacted and the trading price of Claude’s securities could either be adversely or positively affected.

Limitations under Credit Facilities

The Company’s secured credit facilities may limit, among other things, the Company’s ability to permit the creation of certain liens, make investments or dispose of the Company’s material assets. In addition, these credit facilities may limit the Company’s ability to incur additional indebtedness and requires the Company to maintain specified financial ratios and meet financial condition covenants. Events beyond the Company’s control, including changes in general economic and business conditions, may affect the Company’s ability to satisfy these covenants, which could result in a default under one or both of the credit facilities. If an event of default under the credit facility occurs, the lenders could elect to declare all principal amounts outstanding thereunder at such time, together with accrued interest, to be immediately due. In such an event, the Company may not have sufficient funds to repay amounts owing under the facility.

Use of Derivatives

Claude currently hedges a portion of future gold sales to manage price exposure to fluctuations in that base metal. Claude also hedges its propane fuel price exposure and to manage adverse price movements impacting costs specific to fuel prices.

Claude uses certain derivative products to manage the risks associated with gold price volatility and with changes in other commodity input prices (including energy prices). The use of derivative instruments involves certain inherent risks including: (i) credit risk - the risk that the creditworthiness of a counterparty may adversely affect its ability to perform its payment and other obligations under its agreement with Claude or adversely affect the financial and other terms the counterparty is able to offer Claude; (ii) market liquidity risk – the risk that Claude has entered into a derivative position that cannot be closed out quickly, by either liquidating such derivative instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk – the risk that, in respect of certain derivative products, an adverse change in market prices for commodities or currencies will result in Claude incurring an unrealized mark-to-market loss in respect of such derivative products.

There is no assurance that a hedging program designed to reduce the price risk associated with fluctuations in base metals, propane fuel prices will be successful. Although hedging may protect Claude from an adverse price change, it may also prevent Claude from benefiting fully from a positive price change.

Inability to Raise Required Funding Could Cause Deferral of Projects and/or Dilution of Property Interests

The Company’s ability to continue its production, exploration and development activities depends in part on its ability to generate revenues from its operations or to obtain financing through joint ventures, debt financing, equity financing, and production sharing arrangements or other means.

The failure of the Company to meet its ongoing obligations on a timely basis could result in the loss or substantial dilution of its interest (as existing or as proposed to be acquired) in its properties and materially impact the Company’s business and financial condition.

Claude Resources Inc. – 2014 Annual Information Form

At current gold prices and forecast production, Management believes operating cash flows and the Company’s line of credit will be sufficient to fund the Q1 2015 winter road resupply and 2015 operations.

Fluctuations in External Factors Affecting Costs

The Company’s production costs are dependent on a number of factors, including refining charges, and the cost of inputs used in mining operations, including, but not limited to, equipment, labour (including contractors), petroleum, chemical reagents, tires and power. All of these factors are beyond the Company’s control. If the Company’s total production costs per ounce of gold rise above the market price of gold and remain so for any sustained period, the Company may experience losses and may curtail or suspend some or all of its exploration, development and mining activities.

Claude Resources Inc. – 2014 Annual Information Form

Unfavourable Government Regulatory Changes May Cause Cessation of Mining Operations and Exploration Activities

The Company’s exploration activities and mining operations are affected to varying degrees by government regulations relating to mining operations, the acquisition of land, pollution control and environmental protection, safety, production and expropriation of property. Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations. Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment. The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities.

Currently, all of the Company’s properties are subject to the federal laws of Canada and, depending upon the location of the Company’s properties, may be subject to the provincial laws of Saskatchewan as well as local municipal laws. Mineral exploration and mining may be affected in varying degrees by government regulations relating to the mining industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business.

Operations may be affected in varying degrees by government regulations with respect to price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental and mine safety legislation.

Aboriginal Rights, Title Claims and the Duty to Consult may Delay Projects

Exploration, development and mining activities at the Company’s Saskatchewan properties may affect established or potential treaty or Aboriginal rights, title or other claims held by Aboriginal groups, in these circumstances, First Nation and Métis, with related duty to consult issues. The Company is committed to effectively managing any impacts to such rights, title and claims and any resulting consultation requirements that may arise. However, there is no assurance that the Company will not face material adverse consequences because of the legal and factual uncertainties associated with these issues.

Failure to Effectively Manage the Company’s Tailings Facilities could Negatively Impact Gold Production

The Company’s Seabee Mill produces tailings. Managing these tailings is integral to gold production. The Seabee Operation’s East Lake and Triangle Lake tailings management facilities have the capacity to store tailings from milling ore from the Seabee Mill until approximately 2020. The Company is currently in the process of planning tailings capacity expansion beyond 2020. This will support the extension of Seabee’s mine life and provide additional tailings capacity to process ore from the Santoy Mine Complex. If the Company does not receive regulatory approval for new or expanded tailings facilities, gold production could be constrained.

Changes to Safety, Health and Environmental Regulations Could Have a Material Adverse Effect on Future Operations

Safety, health and environmental legislation affects nearly all aspects of the Company’s operations including exploration, mine development, working conditions, waste disposal, emission controls and protection of endangered and protected species. Compliance with safety, health and environmental legislation can require significant expenditures and failure to comply with such safety, health and environmental legislation may result in the imposition of fines and penalties, the temporary or permanent suspension of operations, clean-up costs resulting from contaminated properties, damages and the loss of important permits. Exposure to these liabilities arises not only from the Company’s existing operations, but from operations that have been closed or sold to third parties. Generally, the Company is required to reclaim properties after mining is completed and specific requirements vary among jurisdictions. The Company is required to provide financial assurances as security for reclamation costs, which may exceed the Company’s estimates for such costs. The Company could also be held liable for worker exposure to hazardous substances and for accidents causing injury or death. There can be no assurances that the Company will at all times be in compliance with all safety, health and environmental regulations or that steps to achieve compliance would not materially adversely affect the Company’s business.

Claude Resources Inc. – 2014 Annual Information Form

Safety, health and environmental laws and regulations are evolving in all jurisdictions where the Company has activities. The Company is not able to determine the specific impact that future changes in safety, health and environmental laws and regulations may have on its operations and activities, and its resulting financial position; however, the Company anticipates that capital expenditures and operating expenses will increase in the future as a result of the implementation of new and increasingly stringent safety, health and environmental regulation. For example, emissions standards are poised to become increasingly stringent. Further changes in safety, health and environmental laws, new information on existing safety, health and environmental conditions or other events, including legal proceedings based upon such conditions or an inability to obtain necessary permits, may require increased financial reserves or compliance expenditures or otherwise have a material adverse effect on the Company.

Environmental and regulatory review is a long and complex process that can delay the opening, modification or expansion of a mine, extend decommissioning at a closed mine, or restrict areas where exploration activities may take place.

Decommissioning and Reclamation Obligations May Constrain Production

Environmental regulators are demanding more and more financial assurances so that the parties involved, and not the government, bear the costs of decommissioning and reclaiming sites. Decommissioning plans have been filed for the Seabee Property. These plans are reviewed, as necessary, or at the time of an amendment or renewal of an operating licence. Regulators may conduct a further review of the detailed decommissioning plans, and this can lead to additional requirements, costs and financial assurances. It is not possible to predict what level of decommissioning and reclamation and financial assurances regulators may require in the future.

As filed with the Government of Saskatchewan’s Ministry of Environment, the Company estimated in its Mine Closure Plan the closure costs at the cessation of mining at its Seabee Mine at $6.3 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 favour of the Ministry of Environment in the amount of $2.1 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 four years as follows: 2015 - $0.5 million; 2016 - $1.0 million; 2017 - $1.0 million; and, 2018 - $1.5 million.

Imprecise Ore Reserves and Ore Grade Estimates may Negatively Impact Gold Production and Operating Profitability

Although the Company has assessed the Mineral Reserve and Mineral Resource estimates contained in this document and believes that the methods used to estimate such Mineral Reserves and Mineral Resources are appropriate, such figures are estimates. Estimates of Mineral Reserves and Mineral Resources are inherently imprecise and depend to some extent on statistical inferences drawn from limited drilling, which may prove unreliable. Furthermore, the indicated level of recovery of gold may not be realized. Market price fluctuations of gold may render reserves and deposits containing relatively lower grades of mineralization uneconomic. Moreover, short-term operating factors relating to Mineral Reserves, such as the need for orderly development of the deposits or the processing of new or different grades, may cause mining operations to be unprofitable in any particular period. Until Mineral Reserves or Mineral Resources are actually mined and processed, Mineral Reserve and Mineral Resource grades must be considered as estimates only.

Potential Shareholder Dilution Could Impact Share Price and New Equity Issues

As of December 31, 2014, there were stock options outstanding to purchase 8,497,937 common shares. The common shares issuable under these options, if fully exercised, would constitute approximately 4.3 percent of the Company’s resulting share capital. The exercise of such options and the subsequent resale of such shares in the public market could adversely affect the prevailing share market price and the Company’s ability to raise equity capital in the future at a time and price which it deems appropriate. The Company may also enter into commitments in the future which would require the issuance of additional common shares and the Company may grant additional share purchase warrants and stock options. Any share issuances from the Company’s treasury could result in immediate dilution to existing shareholders.

Claude Resources Inc. – 2014 Annual Information Form

Industry Competition may Hinder Corporate Growth

The Company’s business is intensely competitive, and the Company competes with other mining companies, some of which have greater resources and experience. Competition in the precious metals mining industry is primarily for mineral rich properties which can be developed and produced economically; the technical expertise to find, develop, and produce such properties; the labour to operate the properties; and, the capital for the purpose of financing development of such properties. Many competitors not only explore for and mine precious metals, but also conduct refining and marketing operations on a worldwide basis and some of these companies have much greater financial and technical resources than the Company. Such competition may result in the Company being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties. The Company’s inability to compete with other mining companies could have a material adverse effect on the Company’s results of operations and its business.

Impairment of Assets may Impact Operational Performance

In accordance with IFRS, the Company capitalizes certain expenditures relating to its mineral projects. From time to time the carrying amounts of mining properties and plant and equipment are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. If there are indicators of impairment, an exercise is undertaken to determine whether the carrying values are in excess of their recoverable amount. Such review is undertaken on an asset by asset basis, except where such assets do not generate cash flows independent of other assets, and then the review is undertaken at the cash generating unit level.

Events that could, in some circumstances, lead to an impairment include, but are not limited to, changes to gold price or cost assumptions, changes to Mineral Reserve or Mineral Resource grades or the Company’s market capitalization being less than the carrying amounts of its mining properties and plant and equipment.

The assessment requires the use of estimates and assumptions such as, but not limited to, long-term gold prices, foreign exchange rates, discount rates, future capital requirements, Mineral Reserve and Mineral Resource estimates, operating performance as well as the definition of cash generating units. It is possible that the actual fair value could be significantly different from those assumptions, and changes in the assumptions will affect the recoverable amount. In the absence of any mitigating valuation factors, the Company’s failure to achieve its valuation assumptions or a decline in the fair value of its cash generating units or other assets may, over time, result in impairment charges.

Claude Resources Inc. – 2014 Annual Information Form

If the Company determines that an asset is impaired, the Company will charge against earnings any difference between the carrying amount of the assets and the estimated fair value less cost to sell those assets. Any such charges could have a material adverse effect on the Company’s results of operations.

Extreme and Persistent Weather Conditions could Cause Operating and Exploration Difficulties

The Company’s mining and exploration properties are all located in Saskatchewan. Access to these properties and the ability to conduct work on them can be affected by adverse weather conditions. Adverse weather conditions can also increase the cost of both access and work on the Company’s properties.

Title to Company Properties could be Challenged with Potential Loss of Ownership

Acquisition of title to mineral properties is a very detailed and time-consuming process. The Company believes it has investigated title to all of its mineral properties and has obtained title opinions with respect to its most significant properties. To the best of the Company’s knowledge, titles to all such properties are in good standing. For the Seabee and Amisk properties, the Company has examined property search abstracts from the Saskatchewan Ministry of the Economy as well as made inquiries and reviewed lease files from the Ministry. It has also received confirmation of title from Saskatchewan Environment.

The title to the Company’s properties could be challenged or impugned. The properties may have been acquired in error from parties who did not possess transferable title, may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects.

We May Not be Able to Hire Enough Skilled Employees to Support Operations

Many of the projects undertaken by the Company rely on the availability of skilled labour and the capital outlays required to employ such labour. The Company employs full and part time employees, contractors and consultants to assist in executing operations and providing technical guidance. In the event of a skilled labour shortage, various projects of the Company may not become operational due to increased capital outlays associated with labour. Further, a skilled labour shortage could result in operational issues such as production shortfalls and higher mining costs.

Uninsured Risks could Negatively Impact Profitability

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fire and flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increased costs and a decline in the value of the securities of the Company.

Information Systems Security Threats

Although the Company has not experienced any material losses to date relating to cyber attacks or other information security breaches, there can be no assurance that Claude will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Claude Resources Inc. – 2014 Annual Information Form

The Company is Subject to Evolving Corporate Governance and Public Disclosure Regulations that have Increased the Cost of Compliance and the Risk of Non-compliance

The Company is subject to changing rules and regulations promulgated by a number of Canadian and United States governmental and self-regulating organizations, including the Canadian Securities Administrators, the Toronto Stock Exchange, the SEC and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity making compliance more difficult and uncertain. Efforts to comply with new regulations have resulted, and are likely to continue to result in, increased general and administrative expenses and a diversion of Management time and attention from revenue-generating activities to compliance activities.

Due to the Company’s Canadian Jurisdiction, Investors may be Deterred from Trading Company Stock as it may be Difficult for United States (“U.S.”) Investors to Effect Service of Process Against the Company

The Company is incorporated under the laws of Canada. All of the Company’s directors and officers are residents of Canada and all of the Company’s assets and its subsidiaries are located in Canada. Consequently, it may be difficult for United States investors to affect service of process in the United States upon the Company’s directors or officers or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. A judgment of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.

Internal Controls Provide No Absolute Assurances as to Reliability of Financial Reporting

The Company has invested resources to document and assess its system of internal controls over financial reporting and it is continuing its evaluation of such internal controls. Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

The Company is required to satisfy the requirement of Section 404 of the U.S. Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), which requires an annual assessment by management of the effectiveness of the Company’s internal control over financial reporting.

If the Company fails to maintain the adequacy of its internal control over financial reporting, as such standards are modified, supplemented, or amended from time to time, the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. The Company’s failure to satisfy the requirement of Section 404 of the Sarbanes-Oxley Act on an ongoing, timely basis could result in the loss of investor confidence in the reality of its financial statements, which in turn could harm the Company’s business and negatively impact the trading price of its common shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results or cause it to fail to meet its reporting obligations.

Although the Company intends to devote substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, the Company cannot be certain that it will be successful in complying with Section 404 of the Sarbanes-Oxley Act.

The Company is Subject to Certain Legal Proceedings and May be Subject to Additional Litigation in the Future

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, there can be no assurance that the resolution of any particular legal proceeding will not have a material adverse effect on the Company’s financial position or results of operations.

Claude Resources Inc. – 2014 Annual Information Form

Conflicts of Interest

Certain of the directors of the Company are also directors and officers of other companies engaged in mineral exploration and development and mineral property acquisitions. As such, situations may arise where such directors are in a conflict of interest with the Company. Any decision made by any of these directors and officers involving Claude will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Claude and its shareholders. In addition, the Company will resolve any actual conflicts of interest if and when the same arise in accordance with the Company’s Code of Ethics Policy.

3.3 Mineral Properties

The Company’s mineral property portfolio includes the Seabee Mine and Santoy Mine Complex (both producing gold mines), and a portfolio of exploration properties located in the Province of Saskatchewan. The Company has assembled the majority of its property portfolio in and around the Seabee and Santoy Mines (including the Santoy Gap deposit, Neptune and Porky Lake exploration projects) and Amisk Gold Property in Saskatchewan. At the Seabee Operation, Claude owns a mill and equipment that could potentially be used to process ore from any economic ore body found within the portfolio of properties located around it either by relocating the mill and equipment to the economic ore body or by transporting the ore to the current mill site. At the present time, only the Seabee Mine and Santoy Mine Complex are producing gold.

CLAUDE ASSET LOCATIONS

Except for the operations from Seabee and the Santoy Mine Complex, all of the Company’s mining properties are at the exploration stage. Among the Company’s exploration projects, those within trucking distance of the Seabee Mill will receive the majority of the Company’s exploration budget and focus for the foreseeable future.

Seabee Mine

The Seabee Mine is located at Laonil Lake, Saskatchewan, approximately 125 kilometres northeast of the town of La Ronge. Claude commenced commercial production at the mine in December, 1991. Since start-up, the mine has produced 1,129,924 ounces of gold including 62,984 ounces produced in 2014.

SEABEE PROPERTY

Claude Resources Inc. – 2014 Annual Information Form

SEABEE AREA

Property Description and Access

The Seabee Gold Operation has produced gold from six mineral leases (“ML”). It is currently producing from ML5519, ML5520, ML5543 and ML5551. The original ten quartz claims covering the mine site were consolidated into a single mineral lease (ML 5519) of approximately 201 hectares granted by the Crown on November 25, 1999. In November 1994, the Company entered into an option agreement to acquire a 100 percent working interest, subject to a 30 percent Net Profits Interest, in the surrounding Currie Rose property (in August 2010, the Company purchased the 30 percent Net Profits Interest on the Currie Rose Property). After fulfilling the conditions in the option agreement and obtaining a 100 percent interest in the property, a portion of the claims were converted to a mineral lease (ML 5520) on January 1, 1999. The leases were renegotiated in June of 2002 and expire in 2025. Additional mineral leases were added during 2007 at Porky West (ML 5536) and Santoy 7 (ML 5535) and during 2009 at Santoy 8 (ML 5543) and Santoy Gap (ML 5551) during 2013. Late in 2012, the Company staked an additional 3,350 hectares, taking its current land position to in excess of 17,200 hectares.

Figure 1: Seabee Property showing significant gold deposits and occurrences

The Seabee Gold Operation is located in the La Ronge Mining District at the north end of Laonil Lake approximately 125 kilometres northeast of the town of La Ronge, Saskatchewan and about 150 kilometres northwest of Flin Flon, Manitoba.

Topography of the region is characterized by low rocky ridges interspersed with lakes and muskeg. Temperature in the region typically ranges from -13 degrees Fahrenheit (-25 degrees Celsius) in January to 62 degrees Fahrenheit (17 degrees Celsius) in July. Mean annual precipitation is approximately 20 inches per year which includes snowfall from late October to mid-April.

Access to the minesite is by fixed wing aircraft from La Ronge or Flin Flon to a 1,275 metre airstrip located on the property. Equipment and bulky or heavier supplies are trucked to the site via a 60 kilometre winter road from Brabant Lake on Highway 102. The winter road is typically in use from January through March.

Claude Resources Inc. – 2014 Annual Information Form

The Seabee Operation directly supports a workforce of approximately 280 employees with permanent camp facilities. Electrical power is provided by a transmission line to the operation by the provincial power authority, Saskatchewan Power Corporation.

Property Royalties

Seabee Operation NSR

During the first quarter of 2014, the Company announced the closing of an NSR Royalty Agreement with Orion Mine Finance Fund on all future gold sales at the Seabee Gold Operation. Pursuant to this transaction, proceeds of US $12 million were received by the Company in exchange for a three percent NSR. The NSR Royalty Agreement provides the Company with the option, which expires on December 31, 2016, to repurchase half or 1.5 percent of the 3 percent NSR for US $12 million. The NSR payments are paid quarterly in cash or in physical gold at the average price of gold in each calendar month.

Red Mile Royalty Agreements

From 2004 through 2007 the Company sold production royalties pursuant to four Royalty Agreements, for proceeds of $7.1 million, $14.0 million, $35.0 million and $25.6 million, respectively. Proceeds from the sale of each of the royalties were deposited in exchange for a promissory note; these promissory notes have been classified as restricted for accounting purposes. It is expected that interest and principal from the restricted promissory notes will be sufficient to fund the expected basic royalty payments and any interest expense. Under certain circumstances the Company has the right, by way of a call option, to acquire the partnership which owns the royalty, for the lower of market value or for the outstanding amount of the restricted promissory note at the end of the tenth year of each Royalty Agreement. This would effectively terminate the applicable royalty obligation. During the year ended December 31, 2014, the Company’s 100 percent owned subsidiary exercised its call right to purchase the equity of the holder of the royalty pursuant to the 2004 Red Mile Royalty Agreement. Furthermore, subsequent to December 31, 2014, the same subsidiary exercised its call right to purchase the equity of the holder pursuant to the 2005 Red Mile Royalty Agreement. In each case, the restricted promissory note pursuant to the respective agreements was sufficient to satisfy the call price. At March 26, 2015, only the 2006 and 2007 Royalty Agreements remain.

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:

Summary of NPI’s Pursuant to Red Mile Royalty Agreements
	2005 Agreement	2006 Agreement	2007 Agreement
Net Profit Interest

Applicable years	2015	2015-2016	2015-2017
Percent	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	$875, $1,075 or $1,275	$975, $1,175 or $1,375	$1,250, $1,500 or $1,675

Prior to any NPI payment, the Company is entitled to first recover from 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 December 31, 2014, the cumulative carry forward amounts remained in a deficiency position under each of the agreements. Using current production, price and cost forecasts within the Company’s current Life of Mine Plan, no payments are anticipated over the remaining life of these NPIs.

Santoy Project Net Profits Interest

Subject to the Agreement for Assignment of Mineral Dispositions dated the 21^st day of March, 1984 between Saskatchewan Mining Development Corporation ("Cameco") and Claude Resources Inc., there was a five percent NPI on the Company's Santoy property. During 2014, the Company entered into an agreement and completed the purchase of the Santoy Project NPI for $0.3 million.

Claude Resources Inc. – 2014 Annual Information Form

Saskatchewan Government Production Royalties

Royalties are payable to the province of Saskatchewan under the terms of the Mineral Disposition Regulations, 1986. The royalty is calculated on five percent of the first million ounces of production escalating to 10 percent thereafter on net operating profits and becomes payable once capital and exploration costs are recovered. At current and anticipated production rates, Crown royalty payments are not expected to be required during 2015 or 2016. To date, there have been no royalty taxation payments made to the province.

History

Gold was first discovered around Laonil Lake in 1947 by prospectors acting on behalf of Cominco Inc. (“Cominco”). Between 1947 and 1950, Cominco conducted an extensive program of prospecting, trenching, geological mapping and diamond drilling. The latter involved 79 holes totaling 4,414 metres and identified four gold-bearing structures or zones on the property.

The property remained dormant until 1974, although in 1958 Cominco applied for and was granted 10 Quartz mining leases covering the property. In 1961, Cominco drilled 2 shallow holes of 41 metres as part of an overall review of the known property data. This review allowed Cominco to estimate the property contained a small gold resource. Cominco resumed exploration in 1974 and drilled 16 holes totaling 458 metres to test additional vein structures. In 1982-83, Cominco resumed work and drilled 3,776 metres in 20 holes, but they did not complete the entire program as Cominco sold the property to BEC International Corporation who subsequently reached an agreement with Claude which became the owner.

After its acquisition of the Seabee Property, Claude drilled 3 holes totaling 226 metres to corroborate Cominco’s prior work and property estimates. In June 1985, Claude optioned the property to Placer Development Limited (subsequently Placer Dome Inc., “Placer”). Placer carried out an extensive exploration program, which included geologic mapping, trenching and stripping, geophysical, geochemical, environmental and metallurgical studies, as well as both surface and underground drilling: 95 surface drill holes were completed and 72 underground drill holes were drilled from an underground exploration decline on Zone 2. The decline was 305 metres long and diamond drill stations were cut from one of two drives. At the completion of this program, Placer determined the property did not meet its criteria for development and allowed its option on the Seabee Property to expire in June 1988 and returned the property to Claude.

After the return of the property, Claude initiated geological compilation and analytical studies designed to correlate and substantiate the work done by Placer. The Company engaged Cominco Engineering Services Limited (“Cominco Engineering”) to conduct bulk sampling and drilling as part of a feasibility study. A.C.A. Howe International Limited (“A.C.A. Howe”) completed a reserve estimate for the property in December 1988 and Cominco Engineering submitted a positive Feasibility Study in August 1989 and subsequently revised the study in May 1990. At that time, Claude made the decision to put the deposit into production and construction of the mine began in the summer of 1990. Mining commenced at Seabee in December 1991.

Regional and Property Geology

Northern Saskatchewan forms part of the Churchill Province of the Canadian Shield. It has been subdivided into a series of lithostructural crystal units and the section containing the Seabee Mine has been termed the Glennie Lake domain. This domain includes both sediment-and volcanic-derived rocks. The mine is located within the eastern contact area of the Laonil Lake Intrusive Complex, a roughly triangular shaped gabbroic intrusive body. All rocks are deformed and have been regionally metamorphosed at conditions of middle amphibolite facies.

The Seabee Property is underlain by the Laonil Lake gabbro. Numerous quartz-tourmaline bearing mineralized shear structures traverse the complex forming a complicated shear system. The vein structures dip steeply, generally strike at 70 degrees and exhibit extreme splay structures. Although the predominant trend is around 70 degrees, sub-parallel to the Laonil Lake Shear Zone, northwesterly structures have also been encountered. Vein mineralogy is dominantly quartz with pyrite, pyrrhotite and chalcopyrite with accessory tourmaline and carbonate. Silicification is the most common alteration type. Gold mainly occurs in the free form as flakes and films replacing pyrite or at sulphide boundaries. The higher grade gold values are often associated with sections rich in sulphides or at vein junctions.

Claude Resources Inc. – 2014 Annual Information Form

Mine Details

Construction of the Seabee Mine began in 1990. The mill was completed in late 1991 with gold production commencing in December of that year. The mine hosts permanent facilities to support all mining operations and personnel. The Seabee Operation employs approximately 280 workers with 160 on site at any given time, subject to seasonal adjustments. Approximately 190 persons are employed in the mill, surface maintenance, electrical, catering, surface, diamond drilling and technical services areas. The majority of these employees are on a two week-in and two week-out rotation. The remaining 90 people are employed in the underground operations. Camp facilities on site are capable of accommodating approximately 200 people and are supported by a full complement of dining and recreation facilities.

Claude received regulatory approval in 1991 to deposit mill effluent and tailings into the dewatered East Lake. The East Lake Tailings Management Facility (“TMF”) was near capacity by the end of 2004; therefore, a new TMF was proposed.

Claude selected Triangle Lake as the preferred site for the construction of a new TMF. Conditional regulatory approval to deposit tailings in Triangle Lake was obtained in 2004.

The proposed TMF at Triangle Lake included two containment dams, North Dam and South Dam, at the north and south ends of the Triangle Lake basin, respectively. The North Dam was to provide tailings containment between Triangle and Pine Lakes, while the South Dam was to divert surface runoff from the lowlands south of the Triangle Lake and provide tailings containment. Regulatory approval was granted in August 2004 to construct the North Dam. A preliminary design for the South Dam was completed in August 2005 and the dam itself was completed in 2006.

In 2007, the Company raised the height of the Triangle Lake Dams to 454.0 metres elevation, recommissioned the water treatment plant and installed evaporators at its TMF. Designs and construction to raise the Triangle Lake dams to the 460.0 metre elevation have been approved by Saskatchewan Environment. Construction will be completed in stages and in 2012 construction was completed up to the 457.0 metre elevation. Review and approval to store tailings up to the new elevation was received in April 2013. During 2014, construction was completed up to the 458.4 metre level. Staged upgrades to the tailings facilities will continue up to the 460.0 metre elevation. Costs to reach the 460.0 metre elevation are expected to be approximately $1.0 to $2.0 million.

Engineering studies also proposed stacked tailings for the East Lake TMF which could extend TMF capacity by four to five years, at current production rates. Stacked tailings, a process which allows for tailings impoundment to exceed final dam elevation, has been used successfully in other mining jurisdictions in Canada. The Company expects the stacked tailings process will also be completed in stages with annual costs of up to $1.0 million.

As required by regulatory authorities, the Company has provided letters of credit as security for reclamation related to the Seabee Operation in the amount of $2.1 million. As security for these letters of credit, the Company has provided investment certificates in the same amount. In April 2011, the Company submitted an updated decommissioning plan for the Seabee Operation. Initial comments were received from Saskatchewan Environment during the first quarter of 2012 with continuing discussions occurring throughout 2012. In 2013, a final agreement on the decommissioning plan was accepted with the full cost of the plan being approximately $6.3 million. The Company has received approval to incrementally fund its remaining closure cost obligations over the next several years: 2015 - $0.5 million; 2016 - $1.0 million; 2017 - $1.0 million; and, 2018 - $1.5 million).

The Company uses a variety of mining methods to extract ore from the gold deposits. The selection of the method is dependent upon a variety of factors including: orebody geometry, dip, location, personnel and equipment availability, etc. The major mining methods include:

Claude Resources Inc. – 2014 Annual Information Form

Longhole Mining: Most of the mining is completed via longhole mining. This method is employed in steeply dipping orebodies. Strike length is limited and ore pillars, or rib pillars, are left in place to control dilution.

Avoca long hole mining: In high value ore with appropriate access points, avoca mining increases ore recovery as there are no pillars left for ground stability. Ore is blasted at one end of an open stope while dry waste rock fill is added to the other end to limit the length of the exposed wall in order to control wall failure.

Cut and Fill: In shallow dipping orebodies cut and fill methods are employed to maximize ore recovery. In this method mining progresses from bottom up with individual lifts of ore (3-5 metres vertical) are extracted. Waste rock is backfilled into the open cavity before mining of the next lift up.

Alimak mining: In narrow orezones or zones with significant capital development requirements, alimak mining is employed to minimize development requirements. Alimak mining requires an upper and lower access point between which an alimak raise is excavated. Production activities can be conducted from the alimak raise itself, or from a development drift excavated off the raise.

The zones currently being mined are accessed by a ramp driven to the 1,200 metre level. Mining efforts are currently being focused on the 2b and 2c zones at depth on the 970 thru 1,100 levels, as well as the L62 zone between the 690 and 900 level. The shaft and hoisting facility, commissioned in the fourth quarter of 1997 (with extensions commissioned in November 2003 and February 2013), provides ore and waste transport to surface. As much as 850 tonnes per day of ore and waste are moved to the ore and waste pass system and hoisted to surface with the ore then conveyed to the mill. Seabee operated under a five year mine plan focusing on the 2b, 2c and L62 zones while continuing to expand and explore for additional underground ore zones. The mill process consists of a three stage crushing circuit, a three stage grinding circuit, followed by cyanide leaching. The leached gold is collected in a carbon-in-pulp circuit, stripped and collected on stainless steel mesh cathodes by electrowinning. The product from electrowinning is refined into dore bars in a bullion furnace. Power is supplied by line from Saskatchewan Power Corporation’s provincial power grid.

In 2013, exploration activities included significant semi-detailed mapping near Seabee, drilling of 4,300 metres, development, compilation and prospecting of a number of near-mine targets. Through application of an updated structural model for both the Seabee and Santoy regions, the Company’s exploration department generated a number of targets for evaluation during 2013. A number of these targets were advanced through sampling, stripping and mapping with a goal of advancing towards drill readiness. Results from the 2013 program continued to support the potential for further discovery within the Seabee footwall environment.

During 2014, exploration at the Seabee Mine focused 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. Exploration of the Seabee Region is focused on a near mine environment and is prioritizing drill targets to be tested during 2015.

Claude Resources Inc. – 2014 Annual Information Form

Figure 2: Seabee Mine Composite Longitudinal Section

Seabee Mine Future Work Programs

Mineralization is known to extend below the current lowest working levels at Seabee, in addition to known veins not yet mined. During 2015, Claude is planning in excess of 60,000 metres of underground drilling at Seabee and Santoy to replace production. Drilling will be focused on the extension at depths of the 2B and 2C veins.

In addition, 2015’s exploration budget will focus on evaluating the most prospective targets within a one kilometre radius of the Seabee head-frame and the CMN, Herb Lake and 2d deep targets. The CMN and Herb Lake targets were most recently prospected in 2013 at which time the latter yielded significant high-grade grab samples along a Seabee parallel trend. The 2d deep target represents a large panel below mined-out stopes and holds the potential for significant ounces within striking distance of existing mine workings. An underground drill program coordinated by the Exploration department will focus on high-priority near-mine targets, which have the potential to result in new discoveries proximal to Seabee’s mine infrastructure and thereby expanding the current resource/reserve base.

The following table details the operating data of the Seabee Operation for the last 5 years:

Operating Data for Seabee Gold Operation
December 31	2014		2013		2012		2011		2010

Ore Milled (tonnes)⁽¹⁾		279,597		280,100		275,200		257,200		204,000
Grade processed (grams per tonne)		7.32		5.11		5.86		5.68		7.55
Mill Recoveries (%)		95.7		95.3		95.6		95.3		95.5
Gold Produced (ounces)⁽¹⁾		63,000		43,900		49,600		44,800		47,300
Gold Sold (ounces)⁽²⁾		62,800		44,800		48,700		44,600		44,000

Cash Cost (CDN$/ounce of gold sold)⁽³⁾	$	836	$	983	$	997	$	908	$	709
Cash Cost (US$/ounce of gold sold)⁽³⁾	$	757	$	954	$	998	$	918	$	689

Claude Resources Inc. – 2014 Annual Information Form

⁽¹⁾

2010 results include tonnes milled and ounces produced from the Santoy 8 Project Bulk Sample.

⁽²⁾

Statistic excludes ounces sold from the Santoy 8 Project which was not yet in commercial production.

⁽³⁾

The Company reports its operating costs on a per-ounce basis based on uniform standards developed by the Gold Institute. Management uses this measure to analyze the profitability (compared to average realized gold prices) of the Seabee Operation, before depreciation, depletion and accretion. When evaluating this profitability measure, investors should be aware that no provision has been made for exploration or development costs. A reconciliation of the cash costs in the above table is provided below:

Consolidated Total Cash Costs (U.S. Dollar)

Per Gold Ounce Sold

Summary of Consolidated Total Cash Costs
December 31	2014		2013		2012		2011		2010

Cash operating costs	$	724	$	954	$	998	$	918	$	689

Royalties		33		-		-		-		-
Total cash costs	$	757	$	954	$	998	$	918	$	689

Gold ounces sold		62,800		44,800		48,700		44,600		44,000
Mine operating costs (US $ millions)	$	45.4	$	42.8	$	48.5	$	41.0	$	30.3
(CDN $ millions)	$	50.2	$	44.1	$	48.5	$	40.5	$	31.2

Readers are cautioned that the above measures of cash costs may not be comparable to other similarly titled measures of other companies should these companies not follow Gold Institute standards.

The following table details the All-In Sustaining Cost per Ounce data of the Seabee Operation for the last 5 years:

Summary of All-In Sustaining Costs
December 31	2014			2013			2012			2011			2010

Production cost (CDN$)	$	50,211		$	44,051		$	48,535		$	40,542		$	31,217
NSR Royalty		2,264			-			-			-			-
Smelting, refining, freight		228			162			141			115			114
By-product credits		(74	)		(15	)		(65	)		(60	)		-
General and administrative		7,240			7,058			7,897			6,779			4,875
Accretion		148			182			175			166			108
Development		16,978			23,027			24,241			20,812			10,750
Property, plant and equipment		4,999			7,591			22,186			14,698			6,665
Exploration		233			1,081			5,998			5,073			5,870
All-In Sustaining Costs	$	82,227		$	83,137		$	109,108		$	88,125		$	59,599
Divided by ounces sold		62,772			44,823			48,673			44,632			44,003
All-in sustaining cost per ounce (CDN$)	$	1,310		$	1,855		$	2,242		$	1,974		$	1,354

CDN$ Exchange Rate		1.1048			1.0302			0.9994			0.9893			1.0300
All-in sustaining cost per ounce (U.S.$)	$	1,186		$	1,801		$	2,243		$	1,996		$	1,315

The Company reports its All-In Sustaining cost per-ounce based on the definition of all-in sustaining costs as set out by the World Gold Council. 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, exploration expenses and reclamation cost accretion related to current operations. All-in sustaining costs exclude expansion capital, reclamation cost accretion not related to current operations, interest expense, debt repayment and income 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. Readers are cautioned that the above measures may not be comparable to other similarly titled measures of other companies should these companies not follow Gold Institute standards.

Claude Resources Inc. – 2014 Annual Information Form

Since commencement of production in 1991, the mill has processed nearly 5.2 million tonnes of ore at an average head grade of 7.28 grams of gold per tonne producing 1,129,924 ounces of gold to December 31, 2014.

Seabee Property – Santoy Region

The Santoy Lake property is an 11,400 acre (4,566 hectares) claim group located approximately 14 kilometres east of the Company’s operating Seabee Mine and hosts the Company’s Santoy Mine Complex (which includes the Santoy 8 and Santoy Gap deposits). Claude holds a 100 percent interest in the property; the five percent NPI on the property was repurchased by the Company during 2014 for $0.3 million. An all-weather road providing access from the Seabee Mill was completed in 2006 and continues to be upgraded. During 2009, the Company completed the construction of the power line extension from the Seabee mine to the Santoy Mine Complex. During the second quarter of 2011, the Company declared that its Santoy Mine Complex had achieved commercial production effective January 1, 2011. During 2014 and 2013, the Santoy Mine Complex produced 20,962 ounces and 17,718 ounces of gold, respectively.

Geology

Gold mineralization at the Santoy Region is hosted in siliceous, shear structures with sulfide-chlorite-quartz veins and in silicified granitoid sills. 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 mineralized lenses dip moderately to steeply eastward and amenable to bulk mining techniques. Mineralized sections of this zone range in thickness from 1.5 to 15 metres. The Santoy 8 and 8 East zone deposits are hosted in a four kilometre long, northwest trending and northeast dipping sheared and mineralized corridor in mafic volcaniclastic rocks and granitoid sills. The 8 and 8 East zones start about 2.5 kilometres south of Santoy 7, and extend for at least 1,000 metres further south. Gold mineralization occurs in gold-sulfide-chlorite-quartz veins in the shear zones, near or in the granodiorite and granite sills.

During 2011, drilling defined the Santoy Gap deposit approximately 400 to 900 metres north of the Santoy 8 deposit and 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 intercepts at depth may link with the existing Santoy 8 resource 300 metres to the south. Drilling at Santoy Gap has extended the mineralized system down-plunge to 650 metres depth and at Santoy 8 has extended the system 500 metres below the base of the existing inferred resource.

In 2014 and 2013, infill and exploration drilling continued to confirm and expand the Santoy Gap system.

History

In 1998, work crews conducted basic prospecting and mapping and discovered several new veins. In the first quarter of 2002, these targets were drill-tested with encouraging results. The Santoy area became the subject of an ongoing exploration program with two significant deposits (Santoy 7 and Santoy 8 and 8 East) outlined in 2004 and 2005.

The 2004 and 2005 drilling programs concentrated on Santoy 6, 7 and 8 zones. Seven gold zones had been discovered on the Santoy property during the Company’s previous prospecting programs, with the 7 and 8 zones looking the most promising.

Claude Resources Inc. – 2014 Annual Information Form

In 2004, there were 5 holes drilled in Santoy 6 (598 metres), 48 holes in Santoy 7 (6,164 metres) and 21 holes (2,797 metres) drilled in Santoy 8.

The 2005 program in the Santoy area was devoted to the Santoy 8 and 8 East zones. Sixty-eight diamond drill holes totaling approximately 15,296 metres were drilled. This drilling was carried out to test the north-northwest plunge and dip extensions of the mineralized shear structures outlined in previous drill campaigns.

Permit applications for an all-weather access road and bulk sampling were submitted to the Provincial Government in 2005. Permitting was granted to bulk sample the Santoy 7 zone in the third quarter of 2005, with physical work starting in February of 2006.

During 2007, concurrent with the processing of Santoy 7 bulk sample tonnes in the first half, infill drilling continued on Santoy 7 and Santoy 8 to provide more accurate information for proposed mine plans. The Santoy area, as a whole, contains a number of high grade gold showings, some of which were drill-tested in previous years. Bulk sampling of the Santoy 7 deposit was initiated during the first quarter of 2007 and continued through to October when commercial production was attained. During 2008 and 2009 mining continued on three levels at a production rate of approximately 150 tonnes per day. During the first quarter of 2010, mining operations at Santoy 7 ceased due to depletion of existing reserves.

At Santoy 8, Claude carried out a drill program of 147 diamond drill holes totaling 31,670 metres in Santoy 8 (23,430 metres in 103 holes) and Santoy 8E (8,240 metres in 44 holes). The program provided 25-metre infill data to a depth of 250 metres on the deposits as well as testing strike and plunge extensions. Gold mineralization at Santoy 8 has been extended to a strike length of 600 metres, a width of 350 metres and remains open along strike and down plunge to the north.

The core from this program was logged and split at the Company's core logging facility at the Seabee Mine. Assaying has been done by TSL Laboratories of Saskatoon with random checks of pulps and rejects performed by an independent accredited lab. All core intervals have been fire assayed with a gravimetric finish, with samples that assayed greater than 10 grams per tonne checked by a total metallics assay.

During 2008, Claude updated its NI 43-101 compliant Mineral Resource estimate at Santoy 8 and conducted an economic study to evaluate the portion of mineral resources it planned to mine in the first three years of the Santoy 8 Project.

The Santoy power line project, which ties the Santoy Mine Complex to the provincial power grid, was completed during 2009. Portal construction and surface infrastructure for the planned development of the Santoy Mine Complex to access the Santoy 8 deposit were also initiated in late 2009. The Company completed the environmental studies and received the permits required for commercial mining of the Santoy 8 and 8E deposits in 2010.

During 2010, Claude continued underground development and advanced the Santoy Mine Complex Project towards the commercial production decision made during the second quarter of 2011.

Exploration during 2010 continued with a drill program targeting the Santoy Gap deposit as well as infill and extension drilling in proximity to Santoy 8. The program was designed to test the Santoy shear system between the Santoy 7 and 8 deposits as well as the down plunge continuity of the Santoy 8 and 8E deposits. Historic drill testing of the shear system has focused on relatively shallow drill holes with 200 metre spacings. Results from the 2010 program successfully outlined continuity at depth for both the Santoy 8 and 8E deposits and provided encouraging results from the Santoy Gap deposit. The target at the Santoy Gap deposit is located 300 to 900 metres north of underground infrastructure, immediately on strike and adjacent to the Santoy 8 deposit within the Santoy Mine Complex.

During 2011, drilling targetting the Santoy Gap deposit included 33,000 metres of drilling in 82 holes. Drilling has intercepted multiple high-grade intervals, significantly expanding the strike length and width of the mineralized system and has expanded the Santoy Gap and Santoy 8 system to in excess of 1.8 kilometres long. Highlights of full year drilling provided below:

Claude Resources Inc. – 2014 Annual Information Form

Highlights from 2011 Santoy Gap drilling
Hole ID	Easting	Northing	From (m)	To (m)	Au Grade (g/t)	Width (m)
JOY-11-565*	599043	6170888	396.22	397.68	27.65	1.46
JOY-11-588	599021	6170706	222.16	231.94	35.00	9.78
		Incl	231.44	231.94	533.00	0.50
JOY-11-589	599237	6170826	468.66	470.63	46.44	1.97
JOY-11-594	598995	6170771	289.42	291.70	14.75	2.28
		And	301.17	305.21	16.14	4.04
JOY-11-600	598968	6170808	290.36	291.77	56.23	1.41
JOY-11-606	599247	6170665	395.33	403.13	12.95	7.80
		Incl	397.08	400.14	23.44	3.06
JOY-11-611	599292	6170777	455.13	458.95	9.74	3.82
		Incl	456.67	457.81	23.24	1.14
JOY-11-535	599349	6170487	310.57	316.00	10.30	5.43
JOY-11-549	599178	6170745	330.38	336.62	6.73	6.24
JOY-11-551	599205	6170769	405.77	408.59	22.06	2.82
JOY-11-554	599146	6170803	413.20	415.44	41.94	2.24
JOY-11-555	599146	6170803	377.40	397.65	12.79	20.25
		Incl	377.40	378.40	144.00	1.00
JOY-11-556	599146	6170803	323.00	343.48	19.10	20.48
		Incl	331.00	331.59	524.00	0.59
JOY-11-580	599097	6170891	364.06	365.78	36.51	1.72

Note: * Partial result, certain assays within zone are pending. Composites calculated at 3.0 g/t cut-off and may include internal dilution. True width is interpreted to range from 70 to 95% drilled width.

During 2012, the Company’s exploration program focused on aggressively exploring the Santoy Gap deposit and its relationship to the Santoy 8 deposit body to depths up to 750 metres. Infill and exploration drilling continued to confirm and expand the Santoy Gap system. A total of 71 holes and 35,000 metres were completed in and around the Santoy Gap Lens and along the Santoy Regional Shear Zone during 2012. 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.

Highlights from 2012 Santoy Gap drilling include:

Highlights from 2012 Santoy Gap drilling
Hole ID	Easting	Northing	From (m)	To (m)	Grade (g/t)	Width (m)	Zone
JOY-12-622	599436	6170747	403.57	405.29	4.81	1.72	HW
		And	722.00	723.00	6.20	1.00	FW
JOY-12-624	599148	6170973	519.71	520.43	7.87	0.72	FW
JOY-12-630	598791	6170890	272.27	272.77	13.60	0.50	GAP
JOY-12-636	599035	6170957	415.77	432.50	6.91	16.73	GAP
JOY-12-638	599035	6170957	398.00	400.30	13.94	2.30	GAP
JOY-12-643	598950	6170670	181.75	183.57	41.88	1.82	GAP
JOY-12-648	599073	6170506	61.92	62.42	17.25	0.50	Other
		And	158.00	159.00	11.45	1.00	GAP
JOY-12-657	599124	6170848	322.24	322.79	23.20	0.55	GAP
JOY-12-661	599124	6170848	345.20	345.70	14.90	0.50	GAP
JOY-12-664	599080	6170572	135.14	135.64	15.45	0.50	GAP
JOY-12-665	599094	6170889	378.25	380.00	13.84	1.75	GAP
JOY-12-666	599000	6170595	143.29	143.95	20.30	0.66	GAP
JOY-12-667	599000	6170595	124.57	126.24	10.75	1.67	GAP
JOY-12-670	599010	6170745	253.59	255.97	11.50	2.38	GAP
JOY-12-674	599207	6170942	520.15	526.45	4.67	6.30	GAP
		And	566.25	567.25	49.50	1.00	FW
JOY-12-677	599154	6170781	321.04	350.78	14.58	29.74	GAP
JOY-12-678	598827	6170985	230.50	231.50	50.30	1.00	GAP
JOY-12-679	599155	6170775	343.99	364.28	13.81	20.29	GAP
JOY-12-682	599155	6170775	374.60	375.60	27.20	1.00	GAP
		And	400.80	405.50	11.07	4.70	GAP
JOY-12-686	599287	6170925	642.40	648.33	8.16	5.93	GAP
JOY-12-688	599481	6170719	416.20	422.20	5.07	6.00	HW
JOY-12-689	599537	6170658	382.84	387.37	3.51	4.53	HW
		And	603.00	604.32	4.68	1.41	GAP
		And	607.50	609.08	5.03	1.58	GAP

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. True widths are interpreted to be 75 to 95 percent of drilled width. Assay results are uncut.

Claude Resources Inc. – 2014 Annual Information Form

Figure 3: Santoy Region Composite Longitudinal Section of the Santoy Mine Complex

In addition to extending the mineralized system, the program discovered a sub-parallel lens to the Santoy Gap deposit, approximately 150 metres to the east. These latest drill intercepts continue to affirm the high prospectivity of the Santoy Regional Shear Zone, hosting multiple deposits over a three kilometre strike length.

The 2013 surface drill program consisted of three step-out drill holes targeting the down-plunge extension of the Santoy Gap and Santoy 8 deposits. Of these, two drill holes returned high grade intercepts, interpreted to represent extensions of the mineralized system. Testing intercepted the Santoy Gap and or Santoy 8 structures. Down-plunge drilling tested the extension of Santoy 8 intercepted a vein system hosted in a thick package of highly altered shear zone.

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. Theses stepout 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. Santoy Gap results are 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. 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.

Claude Resources Inc. – 2014 Annual Information Form

The 2014 underground drilling program was designed to define and expand the current Mineral Reserves and Mineral Resources at the Santoy Gap. Results show high grade and excellent widths that are hosted within three distinct vein systems, namely the Santoy Gap 9A, 9B and 9C. Select highlight holes that have intercepted multiple vein systems are presented in the next two tables and provide further highlights and information specific to each intercept. All results are reported as cut grade and true width.

Highlight Holes Intercepting Multiple Vein Systems Within the Santoy Gap Deposit:

	VEIN SYSTEM
	9A		9B		9C
HOLE #	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

Highlights of Santoy Gap Year to Date 2014 Underground Drilling Results:

	ZONE INTERSECTION
HOLE #	NAME (Target)	FROM	TO	GRADE g/t (uncut)	GRADE g/t (cut)	TRUE WIDTH (m)
SUG-14-001	9C	118.50	127.50	4.84	4.84	7.60
SUG-14-001	9B	129.00	132.50	20.74	15.82	2.96
SUG-14-001	9A	138.60	140.50	28.82	23.86	1.61
SUG-14-002	9A	155.40	165.00	9.37	9.37	6.96
SUG-14-003	9C	144.00	149.60	4.51	4.51	3.78
SUG-14-003	9A	171.00	177.00	19.31	19.31	3.99
SUG-14-004	9C	158.10	163.80	7.41	7.41	3.49
SUG-14-004	9B	173.50	181.40	15.55	15.55	4.97
SUG-14-007	9C	136.80	139.40	21.05	21.05	1.91
SUG-14-007	9A	165.00	173.90	5.99	5.42	6.72
SUG-14-008	9A	171.70	174.40	36.23	22.39	1.95
SUG-14-009	9C	133.80	137.10	9.03	9.03	2.48
SUG-14-010	9A	153.00	157.00	5.77	5.77	3.11
SUG-14-016	9C	153.50	157.50	10.16	10.16	2.66
SUG-14-017	9C	131.80	140.20	5.24	5.24	6.19
SUG-14-019	9B	166.50	169.50	17.93	17.93	1.92
SUG-14-020	9A	144.00	151.50	3.51	3.51	6.14
SUG-14-022	9C	120.00	121.50	21.19	21.19	1.23
SUG-14-025	9C	113.10	114.30	67.03	50.00	1.05
SUG-14-026	9C	139.00	147.20	11.95	11.95	5.73
SUG-14-026	9A	156.00	160.50	25.01	25.01	3.16
SUG-14-027	9C	129.10	142.50	4.28	4.28	10.21
SUG-14-027	9B	147.00	150.30	7.71	7.71	2.52
SUG-14-027	9A	157.50	163.50	45.49	33.56	4.57
SUG-14-028	9C	127.30	136.50	6.71	6.71	7.13
SUG-14-028	9B	144.90	149.30	4.84	4.84	3.42
SUG-14-028	9A	151.50	161.20	16.44	15.35	7.51
SUG-14-029	9C	119.50	125.40	27.51	15.17	4.80
SUG-14-029	9B	127.30	140.00	14.75	10.91	10.47
SUG-14-029	9A	145.50	147.80	91.58	50.00	1.88
SUG-14-030	9C	114.40	117.50	5.55	5.55	2.66
SUG-14-031	9B	117.00	123.00	16.31	13.63	5.42
SUG-14-031	9A	128.70	133.50	11.95	11.95	4.33
SUG-14-032	9A	131.90	135.50	5.66	5.66	3.26
SUG-14-033	9C	148.40	152.90	6.86	6.86	2.93
SUG-14-033	9B	160.00	163.30	10.58	10.58	2.18
SUG-14-034	9B	118.30	129.50	36.96	22.54	9.62
SUG-14-034	9A	130.60	133.60	13.29	13.29	2.58
SUG-14-035	9C	116.70	120.20	16.57	16.57	3.07
SUG-14-036	9C	133.20	138.50	11.13	11.13	3.96
SUG-14-037	9B	132.00	136.00	6.89	6.89	3.20
SUG-14-038	9C	112.40	114.70	28.36	28.36	2.02
SUG-14-038	9B	120.00	121.00	20.20	20.20	0.87
SUG-14-038	9A	132.40	141.80	14.97	9.87	8.22
SUG-14-039	9C	120.00	122.00	9.29	9.29	1.64
SUG-14-039	9A	146.80	149.50	9.84	9.84	2.20
SUG-14-041	9C	143.20	148.10	10.57	10.57	3.51
SUG-14-041	9B	151.40	155.40	5.59	5.59	3.05
SUG-14-042	9C	133.90	139.20	53.11	11.89	3.94
SUG-14-044	9C	128.80	139.10	11.33	11.33	7.63
SUG-14-044	9A	156.20	160.80	19.18	8.03	3.39
SUG-14-045	9C	141.30	152.10	8.91	8.91	7.57
SUG-14-045	9B	153.00	156.00	11.58	11.58	2.08
SUG-14-047	9C	159.30	172.50	11.06	11.06	7.36
SUG-14-048	9C	154.00	168.30	30.16	26.77	8.70
SUG-14-048	9B	171.30	179.20	7.04	6.23	4.69
SUG-14-048	9A	185.40	196.20	6.06	6.06	6.34
SUG-14-049	9C	160.80	165.00	13.50	13.50	2.60
SUG-14-049	9B	174.40	178.70	12.49	12.49	2.66
SUG-14-049	9A	193.50	199.00	4.93	4.93	3.36
SUG-14-056	9C	150.40	168.00	7.35	7.35	10.88
SUG-14-308	9A	131.20	139.50	37.04	14.71	4.86
SUG-14-310	9A	107.50	109.00	19.38	19.38	1.00
SUG-14-314	9A	74.20	77.80	5.37	5.37	3.46
SUG-14-316	9A	162.60	169.60	5.76	5.76	3.28
SUG-14-318	9A	137.10	144.80	6.47	6.47	4.39
SUG-14-328	9A	70.20	73.80	12.19	12.19	3.59
SUG-14-329	9A	74.60	78.00	6.38	6.38	3.23
SUG-14-334	9A	159.90	161.30	166.87	50.00	0.73
SUG-14-337	9A	72.20	73.50	48.30	48.30	1.27

Claude Resources Inc. – 2014 Annual Information Form

Note: Composites are calculated at a 3.5 g/t cut-off and a 50.0 g/t top-cut and may include internal dilution.

Santoy Region Future Work Programs

At Santoy drilling will be focused on infill drilling on the Santoy Gap deposit for conversion into reserves as well as production definition drilling. Additional drilling will evaluate extensions at depths of the Santoy 8 deposit.

Claude Resources Inc. – 2014 Annual Information Form

Figure 4: Map of the Santoy Region

Seabee Property – Currie Rose

Claude's 11,000 acre (4,500 hectare), 100 percent owned Currie Rose property adjoins the Seabee property with most of the ground under disposition lying to the west, north and east.

Geology

The geology of the Currie Rose property is similar to that observed in the previously described Seabee Mine, as the Laonil Lake Intrusive Complex underlies much of the property. Outside the core of the property, the Laonil Lake Intrusive Complex is flanked by a volcanic-sedimentary rock sequence. Limited drilling in these rock types has returned anomalous gold values. As reported above, gold-bearing shears traverse this sequence. See “History” below for further detail.

Claude Resources Inc. – 2014 Annual Information Form

History

The Currie Rose property was originally staked by prospector David Partridge in 1980 to cover gold occurrences discovered by his father, Eric Partridge, during the mid 1960s and early 1970s. They were optioned in 1980 and purchased outright in 1983 by Currie Rose Resources. Currie Rose Resources conducted exploration on the property from 1980 to 1984 before optioning the property to Placer. Placer was the exploration operator from 1984 to 1990. Approximately $2.6 million was spent on various exploration activities on the property during this period.

Placer’s option on the property expired in 1991 with Currie Rose Resources regaining a 100 percent interest. No exploration work was conducted until 1994 when Claude entered into an option agreement and carried out a prospecting program. This program identified at least nine gold bearing structures that warranted drill testing. In 1995, Claude conducted a drill program of 3,458 metres in 27 holes to test the structures identified during the prior year. In 1996, Claude drilled a total of 2,566 metres in 23 holes to define the 10 zone which was adjacent to the western boundary of the Seabee Property claims.

In 1997, Claude drilled a total of 1,395 metres in six holes, including one that straddled the Seabee Property’s western boundary. The holes encountered veins that were interpreted as extensions of the Seabee’s 10 and 2c structures. Work programs in 1999 involved 60 holes totaling 7,346 metres of diamond drilling. This program targeted showings discovered by prospecting in the two preceding years and focused on an area of the Currie Rose property to the south and west of the mine trend. It produced some remarkable intersections on a structure (R and S Vein intersection) that appears to have a limited strike length. Additional structures returned encouraging intersections that required follow-up drilling.

The work program in 2000 included the winter drilling of 23 surface holes totaling 5,397 metres. As a follow-up to the preceding year’s program, most of the holes were collared to the west of the Mineral Lease 5520 in the Bird Lake area, exploring for mineralized structures parallel to the 2 Vein. Other targets in the Porky Lake and Pine Lake areas were also tested. Drilling was successful in confirming the existence of strong shear structures with encouraging gold values.

In 2001, Claude explored six more remote target areas with a program that involved 42 holes that totaled 5,037 metres of diamond drilling. Testing splays and parallel structures, this drilling encountered anomalous gold values within variably sheared host rocks. Target areas included Scoop, Porky, Herb, Pine, East and West Bird Lakes.

In 2002, Claude focused its attention on a laterally extensive geochemical soil anomaly on the west shore of Porky Lake and on a series of quartz-bearing shear structures north and east of the No. 5 ramp access. Porky Lake lies three kilometres north of the Seabee Mine. The Porky Main and West zones are located in or close to the hinge area of the regional Porky Lake anticline. Mineralization is hosted by shear zones near the contact between mafic metavolcanic rocks and underlying feldspathic arenite. Both lithologies are extensively altered and quartz flooded. Eighteen holes totaling 3,355 metres targeted the former and 31 holes totaling 6,743 metres targeted the latter. The Porky Lake drilling resulted in the discovery of the Porky West zone, a ‘calc-silicate’ second order shear structure that returned gold grades in the 3-15 grams per tonne range over widths from one to three metres. Additional drilling east of the No. 5 mine access produced isolated high gold values over narrow widths.

Drilling in 2003 on the Porky West zone had as its goal, the delineation of this mineralized structure to depth and along strike. The program consisted of 28 holes totaling 5,775 metres on 50-metre centres on the main zone. An additional 13 holes totaling 2,913 metres tested the structure’s potential along strike to the west. This drilling resulted in the discovery of an arenite-hosted high-grade lens named the west zone. Follow-up induced polarization geophysical surveys suggest the Porky Lake mineralized system is more pervasive than previously thought with greater continuity of the associated sulfide phases.

Drilling in 2004 in the Porky Main zone consisted of 22 in-fill holes totaling 3,047 metres. The holes were collared on a grid of approximately 25 by 25 metres. Based on these and previously drilled holes, a resource estimation has identified 160,000 tonnes grading 7.50 grams per tonne in the Indicated Mineral Resource category with an additional 70,000 tonnes grading 10.43 grams per tonne in the Inferred Mineral Resource category. This resource estimation was done using the sectional method, with a 3.0 grams per tonne cut-off grade and a 42.5 grams per tonne cutting factor.

Claude Resources Inc. – 2014 Annual Information Form

The Porky West zone is located approximately 1.5 kilometres northwest of the Porky Main zone, in the northwest limb of the Porky Lake anticline. Mineralization in this structure is similar to that in the Main zone, but is mainly hosted in the feldspathic arenite. Thirty-one delineation holes totaling 5,027 metres were drilled in 2004 on the West zone on a grid of approximately 25 by 25 metres. The zone is open along strike further to the northwest as indicated by surface exploration that has returned high-grade grab samples.

A 6.8 kilometre all-weather road has been constructed between the Porky West zone and the Seabee mill.

In addition to the delineation drills in the Main and West zones, 25 exploratory holes totaling 5,710 metres were drilled on the eastern limb of the Porky Lake anticline, also targeting the contact between the mafic metavolcanic rocks and feldspathic arenite. This phase of the drill program identified a wide mineralized corridor (10 to 20 metres) that routinely returned assays of 1 to 2 grams per tonne. Within this corridor and associated with carbonate and chloritic alteration, drilling returned multiple high-grade sulfide-quartz vein intercepts, up to 31.87 grams per tonne over 6.3 metres.

The core from this program was logged and split at the Company's core logging facility at the Seabee mill. Assaying has been done by TSL Laboratories of Saskatoon which include random checks of pulps and rejects. All core intervals have been fire assayed with a gravimetric finish, with samples that assayed greater than 10 grams per tonne checked by a total metallics assay.

Claude continued to aggressively explore the Porky Lake area for gold deposits in 2005. Permission to conduct bulk sampling of the Porky West zone was granted in early June. Physical work began at the site with the collaring of the portal and driving about 125 metres of a 3.5 metre high by 4.0 metre wide decline ramp down to the 65 metre level. A 7,657 tonne bulk sample grading 3.69 grams per tonne was extracted in 2006 above the previously defined Mineral Resource.

There was limited exploration done in 2007. In 2008, Claude obtained an additional 35,000 tonne bulk sampling permit. In June 2008, dewatering of the decline and underground development was initiated. Once preparations were completed, a decline was driven down to access the 75-11 and 65-11 sills during the initial phase of the expanded bulk sampling program. During 2008, 5,781 tonnes at a grade of 3.59 grams per tonne were processed from Porky West.

During 2009 the Company undertook a small diamond drill exploration program and completed the bulk sample program. The bulk sample program extracted and processed 33,068 tonnes of ore at 3.34 grams of gold per tonne – development reached the 115 metre level. The surface diamond drilling program extended the Porky West ore shoots down plunge.

During 2010, exploration focused on the preliminary evaluation of the Neptune target. The Neptune target is approximately six kilometres north of the Seabee Minesite. Exploration in this area was focused on the Pigeon Lake region utilizing geological, geochemical and geophysical surveys and historical drill data. The gold-in-soil anomaly exists along three sub-parallel trends spanning a width of at least 200 metres. Peak soil values of 111 parts per billion (“ppb”) were obtained from minus 80 mesh soil samples obtained over and adjacent to outcropping mineralization. Prospector channel and grab samples from outcropping quartz vein-hosted mineralization returned values of up to 18.23 grams per tonne (please see Claude news release “Claude Resources Inc. Drills 13.6 Grams of Gold per Tonne Over 3.0 Metres at Neptune Target” dated March 23, 2011).

Claude Resources Inc. – 2014 Annual Information Form

Neptune Plan Map

Figure 5: Neptune target showing significant gold intercepts and soil anomaly

Initial drilling revealed high gold grades associated with sheeted quartz veins within several prospective zones of alteration and veining hosted within both arenite and basalt-derived, biotite-chlorite schist. Exploration efforts in 2011 included the completion of a 28 hole, 9,550 metre drill program designed to test the 1.8 kilometre strike length of the soil anomaly to vertical depths of up to 250 metres. This drill program outlined a gold-bearing structure over a strike length of 1,200 metres to depths in excess of 250 metres and intersected high-grade gold within multiple structures with assay results of up to 84.66 grams of gold per tonne across 3.20 metres.

In 2012, the Company drilled a further 5,670 metres in 15 drill holes confirming the sporadic nature of the gold-bearing system.

Seabee (Currie Rose) Property Future Work Programs

Claude will continue to analyze the potential for these targets. However, no exploration work was undertaken in 2014 and none is expected in 2015.

Seabee Area Reserves and Resources

Claude originally commissioned Cominco Engineering to provide a feasibility study on the Seabee Mine in 1989. A positive feasibility study was prepared and presented to the Company in August 1989, and a revised study was presented in May 1990. The reserve estimates for the property were reviewed by A.C.A. Howe. From 1988-2006, A.C.A. Howe visited the mine annually and received all technical, developmental and production reports concerning the mine. Using this information, A.C.A. Howe then reviewed the reserve estimates developed by the Company’s own mining staff. From 2007 to 2010 the Mineral Reserves and Mineral Resources estimates were conducted under the direction of the Company’s Qualified Persons. In 2011, the Company engaged SRK to conduct an independent audit of the 2011 year end reserves and resources. In 2012, the Mineral Reserves and Mineral Resources estimates were conducted under the direction of the Company’s Qualified Persons. In 2013, the Company engaged SRK to act as QP on the 2013 year-end Mineral Reserves; Mineral Resources estimates were conducted under the direction of the Company’s Qualified Person, Brian Skanderbeg, P.Geo., Senior Vice President and Chief Operating Officer. In 2014, Mineral Reserves and Mineral Resources were estimated by Claude personnel. The Mineral Resource evaluation work was completed by a team of geologists and engineers under the supervision of Brian Skanderbeg, P.Geo., President and Chief Executive Officer. Mineral Reserves were conducted under the direction of Qualified Person Gordon Reed, P.Eng., Seabee Gold Operation General Manager.

Claude Resources Inc. – 2014 Annual Information Form

The methodology for estimating Mineral Reserves and Mineral Resources is an interpolation and extrapolation between sill sampling and diamond drill holes. Resource blocks are measured from planned stope dimensions, excluding any pillars. High-grade gold assays are cut to 50 grams per tonne at the Seabee and Santoy 8 mines prior to grade estimates. The Company uses a 70 grams per tonne top cut for its newly discovered L62 deposit. This cutting factor has been established from statistics and is supported by experience during the life of the mine.

Proven Mineral Reserves are sampled in two dimensions by a sill and a raise, or are sampled by horizontal sill mining and projected to no more than one mine level to diamond drill holes on the same structure. Probable Mineral Reserves include blocks that have either been sampled by sill mining and projected beyond diamond drilling to a maximum one mine level, or have been sampled by closely spaced diamond drill holes of usually 25 to 35 metres laterally and up to 50 metres down dip on structures with a previous production history, or have been mapped and sampled at surface.

The major portion of the Proven and Probable Mineral Reserves occur within the well-defined shoots currently being mined. The following mining and economic factors are well-established and have been applied to those Mineral Resources thereby resulting in their conversion to Mineral Reserves.

A block cut-off grade averaging 4.5 grams per tonne for the Seabee Mine, 3.6 grams per tonne for Santoy 8 and Santoy Gap and 3.0 grams per tonne for Porky West and Porky Main is applied to Mineral Reserves and Mineral Resources. This cut-off is the application of dilution, mining losses and mill recovery. It may be beneficial on occasion to mine and haul lower grade ore to access reserves.

The walls and back of shrinkage stopes at the mine are supported by rock bolts to minimize external dilution. Dilution can range from 10 to 40 percent, but typically a dilution factor of 20 to 25 percent is applied.

Remotely-operated scooptrams are used to retrieve the residual in-stope ore that is trapped between the drawpoints, keeping stope recovery at an approximate average of 85 percent. Based upon regular test work at the mine, a Specific Gravity of 2.8 is utilized in tonnage estimates on the less sulphide-rich zones; the 2d structure has a measured density of 2.9.

All samples were assayed by the Company’s non-accredited assay lab at the Seabee Mine site. Duplicate check assays were conducted at site as well as at TSL Laboratories in Saskatoon. As well, an extensive quality assurance/quality control program including the insertion of blanks, duplicates and standards. Results of the spot checks were consistent with those reported. Sampling interval was established by minimum or maximum sampling lengths and geological and/or structural criteria. Minimum sampling length was 0.3 metres while the maximum was 1.5 metres. 200 gram samples were pulverized until greater than 80 percent passes through a 200 mesh screen. 30 gram pulp samples were then analyzed for gold by fire assay with gravimetric finish (0.01 grams per tonne detection limit).

Claude Resources Inc. – 2014 Annual Information Form

At the Seabee Gold Operation, year over year, Proven and Probable Mineral Reserves grade increased by 23 percent to 7.03 grams per tonne while reserve ounces decreased 29 percent to 299.000 ounces. The increase in reserve grade was driven by a 35 percent increase in grade year over year at the Santoy Gap (7.64 grams per tonne from 5,68 grams per tonne). The increase in grade and reduction in reserve ounces at Santoy Gay was largely the result of a revision to the mining method from the pre-feasibilitv study. Based on information from the Company’s 2014 infihl drilling program that demonstrated better vein continuity and improved pillar configuration, Transverse mining was replaced with Long-hole mining.

Measure and Indicated Mineral Resources decreased 29 percent to 125.200 ounces. Inferred Mineral Resources increased by 45 percent to 847,300 ounces. The near doubling of inferred ounces year over year came from significantly expanding the Santoy 8 ore body at depth. This extension is significant in size and grade and provides for a great opportunity to expand the life of mine at the Santoy Mine Complex.

The Mineral Reserves and Mineral Resources of the Santoy Gap deposit continue to be important 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.

Seabee Gold Operation Mineral Reserves and Mineral Resources
Proven and Probable Reserves
	November 30, 2014			November 15, 2013
Projects	Tonnes	Grade (g/t)	Ozs	Tonnes	Grade (g/t)	Ozs
Seabee	410,300	6.46	85,200	490,000	6.67	105,000
Santoy 8	113,200	4.80	17,500	362,100	4.45	51,800
Santoy Gap	799,600	7.64	196,300	1,456,700	5.68	266,100
Totals	1,323,100	7.03	299,000	2,308,800	5.70	422,900
Measured and Indicated Mineral Resources
Projects	Tonnes	Grade (g/t)	Ozs	Tonnes	Grade (g/t)	Ozs
Seabee	105,900	6.78	23,100	151,000	6.42	31,200
Santoy 8	101,700	5.69	18,600	68,000	4.55	9,900
Santoy Gap	182,600	5.69	33,400	309,400	8.44	83,900
Porky Main	160,000	7.50	38,600	160,000	7.50	38,600
Porky West	100,700	3.57	11,600	100,700	3.57	11,600
Totals	651,000	5.98	125,200	789,100	6.91	175,200
Inferred Mineral Resources
Projects	Tonnes	Grade (g/t)	Ozs	Tonnes	Grade (g/t)	Ozs
Seabee	403,300	8.09	104,900	421,600	9.78	132,600
Santoy 8	1,344,300	8.56	369,900	640,100	6.09	125,300
Santoy Gap	1,319,100	7.50	318,100	1,210,000	6.96	270,800
Porky Main	70,000	10.43	23,500	70,000	10.43	23,500
Porky West	174,800	5.48	30,800	174,800	5.48	30,800
Totals	3,311,400	7.96	847,300	2,516,500	7.21	582,900

Footnotes to the Mineral Resource Statement:

^1.

At November 30, 2014, Mineral Reserves and Mineral Resources were estimated by Claude personnel. The Mineral Resource evaluation work was completed by a team of geologists and engineers under the supervision of Brian Skanderbeg, P.Geo., President and Chief Executive Officer, a full time employee of Claude. Mineral Reserves were conducted under the direction of Qualified Person Gordon Reed, P.Eng., Seabee Gold Operation General Manager, a full time employee of Claude. Mr. Skanderbeg and Mr. Reed have 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 Persons as defined by NI 43-101.

^2.

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. Mineral Reserves were conducted under the direction of Qualified Person Stephen Taylor, P.Eng (SRK Consulting (Canada) Inc.).

^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’ NI 43-101.

^4.

Mineral Reserves and Mineral Resources for the Seabee deposit are reported at a cut-off of 4.5 grams of gold per tonne. Santoy 8 and Santoy Gap Mineral Reserves and Mineral Resources are reported at a cut-off of 3.6 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 $1,375 per ounce of gold using metallurgical and process recovery of 95.2 percent and overall ore mining and processing costs derived from 2014 and 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.

Claude Resources Inc. – 2014 Annual Information Form

Amisk Property

The Amisk Property, totaling 40,400 hectares, is a gold exploration property located in the province of Saskatchewan 20 kilometres southwest of Flin Flon, Manitoba. Access to the property is via air, water or winter ice road from Flin Flon. The property consists of 85 mineral dispositions in the Amisk area. Some of the mineral dispositions have immaterial Net Profits Interest royalties.

The property is at the advanced-exploration stage and is currently without economic ore reserves. Therefore, the current operations on the property consist of an exploratory search for mineable deposits of ore.

AMISK LOCATION

How Acquired

Husky and a predecessor company of Cameco entered into an agreement effective November 1, 1987 whereby a joint venture (the "Amisk Joint Venture") was established to prospect for and locate minerals within the Amisk property. Each of Husky and Cameco had a 50 percent participating interest in the Amisk Joint Venture.

In October of 1995, Claude entered into an option agreement (the "Amisk Lake Option Agreement") with Husky and Cameco, whereby it could earn and acquire a 35 percent participating interest in the Amisk Joint Venture by spending an aggregate of $2.5 million on the property by October, 1999. Claude had spent approximately $3.4 million on this property and had earned a 35 percent participating interest under the Amisk Lake Option Agreement.

Late in 2009 the Company reevaluated the potential of the Amisk Gold Project and acquired the interests held by Cameco and Husky in early 2010. Subsequently, the Company then finalized a sale agreement with SEM to sell to SEM a 35 percent interest in the property. During the fourth quarter of 2011, the Company announced its intent to acquire all of the shares of SEM. On February 2, 2012, the Company announced the successful closing of this transaction. As a result, Claude now owns 100 percent of the Amisk Gold Project. During 2012, the Company staked an additional 16,033 hectares on the western portion of the Amisk Gold Project.

Claude Resources Inc. – 2014 Annual Information Form

Figure 6: Amisk Gold Project

Regional and Property Geology

The Amisk Gold Property area lies within the Laurel Lake Rhyolite Complex within the Flin Flon-Snow Lake Greenstone Belt. The known mineralization on the property is confined to the complex where deformation has influenced its present distribution and orientation.

Precious metal mineralization is part of a synergistic hydrothermal event. The observed vein mineralogy consists of pyrite and quartz, along with copper, lead, zinc, and antimony sulphides, small quantities of bismuth and antimony tellurides with quartz and carbonate minerals. Sericite-muscovite alteration occurs in the wallrock, forming an envelope about the sulphide dominant mineralization. Quartz veins on the property have been observed to be deformed, boudinaged and folded, which is consistent with the overall deformation style.

Previous Exploration History

Free gold was discovered in quartz veins on the northwest shore of Amisk Lake in 1913. Since then, many claims have been staked at different times covering various parts of the area. Exploration activity in the area remained somewhat sporadic and geophysically-oriented for base metals until Saskatchewan Mining Development Corporation (a predecessor of Cameco) began assembling a land package through staking and options in the late 1970s. Cameco continued with geophysical and geochemical programs which resulted in the discovery of gold on the Laurel Lake property and on a number of other significant gold showings in the area prior to the programs being suspended in 1989.

Claude Resources Inc. – 2014 Annual Information Form

In the first three years of its option, Claude completed four phases of diamond drilling totaling 18,000 metres in 57 holes as well as geological mapping during the summers of 1997 through 1999. In 2000, Claude conducted mapping and prospecting of those claims to fulfill assessment obligations. This field program resulted in the discovery of a gold-bearing shear system on Lookout Island that required follow-up.

In 2001, work programs on the Amisk property focused on meeting assessment requirements as part of the option agreement obligations. In 2002, field crews mapped and resampled the margins of the Laurel Lake rhyolite dome. The work confirmed the existence of elevated gold values as discontinuous stockwork fractures proximal to the rhyolite’s margins. The program also included further stripping/sampling of the Lookout Island gold-bearing shear system and two silicified/pyritized corridors south of the Laurel Lake zone on Hyslin Bay.

There had been no field work done on the Amisk Property from 2003 to 2009.

During 2010, a 5,600 metre, 21 hole drill program on the Amisk Gold Project was completed. The program tested the extensions of the Amisk Gold Deposit as well as validated historic drill data in the core of the deposit. All of the 11 holes from the winter drill program intersected mineralization and successfully confirmed near-surface, potentially bulk-mineable gold and silver mineralization. A significant number of the holes ended in mineralization.

Based on the positive results from the second quarter drill program, a summer program that included the sampling of greater than 22,000 metres of historic core, was undertaken. Subsequent sampling of this drill core during 2010 confirmed grade continuity expanded the mineralized system and yielded 244 composite intervals greater than a 20 gram metre produced from the 278 historic drill holes. Highlights include up to 241 metres at 2.16 grams of gold per tonne and 18.9 grams of silver per tonne.

The results combined with geological compilation and modeling outline an extensive, bulk-mineable gold system. The system remains open along strike to the northeast, southwest, southeast and down-dip.

Based on the success of the 2010 winter drill program and the summer historic core sampling, the Joint Venture approved and completed a 3,300 metre drill program that expanded the strike and dip extensions of the Amisk Gold Deposit.

Combined with results from the summer historic core sampling program, 2010 drilling has expanded the mineralized system to a strike length of 500 metres, width of 400 metres and depths of 400 metres.

On February 17, 2011, Claude released an NI 43-101 compliant resource calculation which included results of all drilling to date, inclusive of historic core. The independent Mineral Resource statement was completed by SRK and is outlined in Table 13. An NI 43-101 Technical Report in support of the Mineral Resource statement was filed on SEDAR on April 4, 2011. Claude held a 65 percent interest in the Amisk Lake Gold Project at December 31, 2011, which increased to a 100 percent interest on February 1, 2012 (see "2.1 Recent History under "General Development of the Business").

Consolidated Mineral Resource Statement* Amisk Gold Project, Saskatchewan (100 percent)
	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 eight-seven percent, overall ore mining and processing costs of U.S.$15 per tonne and overall pit slope of fifty 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.

Claude Resources Inc. – 2014 Annual Information Form

Figure 7: Surface Projection of the Amisk Gold Deposit

During 2011, a 20 hole, 6,480 metre drill program was completed on the Amisk Gold Project. This program focused specifically on testing the limits of the mineralized footprint north of the current pit outline, targeting depth extension below the pit bottom and infill drilling to evaluate potential upgrade of categories in the resource estimate completed by SRK. Twenty drill holes 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.

2011 Summer and Fall Drill Results from the Amisk Gold Project
Hole	Easting	Northing	Az/Dip	From (m)	Length (m)	Au (g/t)	Ag (g/t)
AL-11-300	676827	6066224	80/-45	50.00	9.00	1.50	9.2
and				188.00	56.50	0.58	3.5
AL-11-301	676875	6066233	80/-45	150.00	21.00	1.15	6.7
and				205.00	24.61	1.88	12.4
AL-11-302	676910	6066380	80/-45	96.00	8.51	1.14	4.5
AL-11-303	676910	6066380	283/-45	18.00	26.00	1.02	4.3
AL-11-304	676910	6066380	0/-90	93.41	37.59	0.55	2.8
AL-11-305	676900	6066330	80/-45	175.47	8.03	1.16	6.2
AL-11-306	676885	6066283	80/-45	40.25	89.75	0.51	2.5
AL-11-307	676921	6066430	80/-45	NSI
AL-11-308	676921	6066430	285/-45	NSI
AL-11-309	676900	6066480	283/-45	18.92	1.00	5.31	13.1
AL-11-310	676900	6066480	0/-90	NSI
AL-11-311	676900	6066480	283/-60	NSI
AL-11-312	676877	6066141	70/-45	69.50	26.50	0.44	1.5
and				108.00	24.00	0.51	0.9
and				191.15	28.85	0.67	2.8
AL-11-313	676838	6066035	105/-45	37.85	16.15	1.02	7.4
and				125.00	22.00	0.54	7.6
and				185.00	19.50	0.65	2.3
and				239.47	36.53	0.61	2.9
AL-11-314	676835	6066052	90/-45	141.00	23.00	0.76	2.8
AL-11-315	676999	6066416	184/-62	87.94	12.22	1.32	6.7
Incl				95.08	1.92	5.42	30.8
AL-11-316	676868	6066443	177/-58	92.00	37.00	0.49	2.2
AL-11-317	676769	6066515	178/-58	256.00	16.50	1.37	5.7
incl				257.00	3.00	5.28	22.4
AL-11-318	676444	6066436	166/-66	69.00	1.81	0.17	11.5
and				311.00	12.00	6.24	23.5
incl				313.85	1.15	62.00	224
and				643.5	71.74	0.6	4
incl				699.5	14.00	1.64	11.8
and				728.00	37.00	0.61	2.2
incl				763.00	2.00	5.71	22.0
and				809.39	10.61	1.65	2.6
incl				809.39	2.21	6.06	8.5
AL-11-319	676744	6065948	97/-47	53.00	32.00	0.98	7.1
incl				68.00	1.00	8.95	39.7
and				159.5	29.00	0.59	5.6
and				206.5	21.00	1.28	8.5
incl				223.00	1.50	11.3	45.3
and				339.00	18.95	1.95	14.9
incl				348.00	3.01	7.38	57.7
AL-11-320	676709	6065787	105/-47		NSI

Claude Resources Inc. – 2014 Annual Information Form

Note: Intervals noted are intercepted width not true width, have been calculated using a 0.3 g/tonne cut-off and are uncut. True width is variable between 60 and 100 percent of drilled width. They may include internal dilution intervals of up to 10 metres. No significant Intercept ("NSI").

Mineralization intercepted in the drilling is consistent with the current resource model and is associated with a sequence of quartz porphyritic, rhyolitic lapilli tuffs and basaltic tuffs hosting disseminations and stringers of pyrite, sphalerite, galena, tetrahedrite and chalcopyrite.

A total of 20 holes comprising 6,480 metres were drilled during the fall 2011 program. The program tested from surface to in excess of 700 metres depth and was designed to expand the limits of the Amisk Gold deposit as well as infill within the northern and eastern portion of the deposit.

Highlights of the drilling include: 6.24 grams of gold per tonne and 23.5 grams of silver per tonne over 12.00 metres and 3.39 percent zinc and 0.91 percent lead over 1.81 metres in hole AL-11-318, and 1.95 grams of gold per tonne and 14.9 grams of silver per tonne over 18.95 metres in AL-11-319. Mineralization intercepted in the drilling is consistent with the current resource model and is associated with a sequence of quartz porphyritic, rhyolitic lapilli tuffs and basaltic tuffs and argillite hosting disseminations, stringers and semi-massive intervals of pyrite, sphalerite, galena, tetrahedrite, pyrrotite and chalcopyrite.

Drill hole AL-11-319 confirmed continuity of gold mineralization within the southeastern portion of the deposit as well as demonstrated the potential for expansion to the east and southeast. Four holes were completed evaluating the continuity of the system to depths in excess of 700 metres. Hole AL-11-318 intercepted significant mineralization at depth with intercepts of up to 71.74 metres at 0.60 grams of Au per tonne as well as a 1.81 metre interval of 3.39 percent zinc and 0.91 percent lead in the hangingwall, 250 metres west of the deposit.

Claude Resources Inc. – 2014 Annual Information Form

During 2012 and 2013, work on the external PEA at Amisk continued, including a technical site visit and an evaluation of the potential production rate. Detailed (as well as reconnaissance) exploration of the deposit also continued. On the Company’s newly acquired claims and western block of the Amisk Gold Project, reconnaissance work occurred with the goal of identifying similarities to Amisk’s historical geology and for potential drill targets. These claims host potential for Amisk-style Au-Ag mineralization as well as conventional base-metal deposits typical of the Flin Flon Belt.

Amisk Property Future Work Programs

No drilling was completed during 2014 and none is planned for 2015. The Company is currently considering strategic alternatives for this asset.

Sampling and Analysis of Exploration Drill Holes

As a detailed description of each hole is logged, including detailed documentation of rock quality and core recovery, any zones of potential mineralization are marked off for sampling, together with three to five samples in both the hanging and foot walls. Samples average one to 1.5 metres in width with 0.3 metre widths taken in places for geological interpretation purposes.

Samples are chosen based on geology. Lode gold mineralization in the greenstone belts currently explored by Claude have shown through numerous exploration programs carried out by the Company to have the economic concentrations of gold located within the visually identifiable quartz- sulphide bearing dilation or shear zones within the host rocks. However, field geologists are also trained to sample any other interval in the core that may have mineralization associated with it, such as simple increases in sulphide mineral content or quartz veining not associated with a known zone.

Once the drill hole has been logged and marked for assay, the core is transferred to the core splitting facility and the selected sections are sawn, bagged and sealed using strict cleanliness guidelines. These sealed and labeled bags are then put into large tubs or sacks that are then sealed with security tags for transport to the approved offsite laboratory.

The Quality Assurance program provides the Company with the degree of certainty required to use the resulting data as the basis for further exploration and development. It involves the routine placement of control samples to monitor the performance of the laboratories used by Claude, all of which are ISO approved. Each batch of samples that goes into a laboratory’s furnace has at least one known powder from a suite of standards purchased from recognized laboratories, resulting in a frequency of 1 in 20, or 5 percent. A “blank” sample of a coarse-grained quartz-rich rock is inserted after every sample containing the occurrence of visible gold. During any “definition drilling” program for the calculation of a mineral resource, then a frequency of one control sample in every 10 samples is used, with a blank following any occurrence of visible gold. Pulp duplicates are run every tenth sample by the laboratory.

The Quality Control program reviews results from the above control samples and makes the required decisions to either accept the data from each individual batch or to reject the data and request a re-run of a batch. A batch is rejected if the result for the standard exceeds the tolerance of the 95 percent confidence level stated on the certificates that accompany each standard. Regarding the coarse-grained “blanks”, a batch is rejected if the result is more than 3 times the detection limit of the laboratory. Regarding the pulp duplicates, the failure trigger is not as clear-cut due to the lode-gold nature of the mineralization. However, batches will start to be considered for re-run where the duplicates are greater than ±10 percent.

Security of Samples

Drill core is monitored from the moment it is taken out of the ground until it is split and the samples are delivered to the laboratory door. Unauthorized personnel are not permitted access to the drill machines or the core logging and splitting facilities. Samples split for assay are double-bagged within the splitting facility with coded security tags and the laboratory receiving the samples report any tags that are broken or any sample bags that appear to have been tampered with.

Claude Resources Inc. – 2014 Annual Information Form

Item 4 Dividends

4.1 Dividends

The Company has not paid dividends on its common shares in the past and does not expect to pay dividends in the near future. The present policy of the Company is to retain any future earnings for use in its operations and expansion of its business.

Item 5 Description of Capital Structure

5.1

General Description of Capital Structure

As of December 31, 2014, the authorized capital of the Company consisted of an unlimited number of common shares without par value and an unlimited number of first and second preferred shares, each issuable in series. There were 188,155,978 common shares issued and outstanding as of December 31, 2014, the end of the Company’s most recent fiscal year. No first or second preferred shares were issued and outstanding as of that date.

The first preferred shares are issuable in series and rank ahead of the second preferred shares and the common shares in respect of dividend payment, dissolution or any other distribution of assets. The other rights, privileges, restrictions and conditions attached to each series of the first preferred shares are fixed by the Board of Directors at the time of creation of such series.

The second preferred shares are issuable in series and rank ahead of the common shares in respect of dividend payment, dissolution or any other distribution of assets. The other rights, privileges, restrictions and conditions attached to each series of the second preferred shares are fixed by the Board of Directors at the time of creation of such series.

The common shares of the Company are entitled to vote at meetings of the shareholders and, upon dissolution or any other distribution of assets, to receive such assets of the Company as are distributable to the holders of the common shares.

As of December 31, 2014, the Company also had outstanding 8,497,937 share purchase options with a weighted average exercise price of $1.07.

On March 27, 2009, the Corporation established a shareholder rights plan (the "Plan") to ensure the fair treatment of shareholders in connection with any takeover bid for common shares of the Corporation. The Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It is also intended to provide the Board with more time to fully consider an unsolicited take-over bid and, if considered appropriate, to identify, develop and negotiate other alternatives to maximize shareholder value.

The Plan will continue to be in force and effect until the annual meeting of shareholders in 2015, where shareholders will be asked to ratify and approve the Plan, or until otherwise terminated pursuant to the provisions of the Plan. A copy of the Plan has been filed and is available on SEDAR at www.sedar.com.

Claude Resources Inc. – 2014 Annual Information Form

Item 6 Market for Securities

6.1

Trading Price and Volume

The Company’s common shares are publicly traded on the Toronto Stock Exchange (“TSX”) under the trading symbol “CRJ”. The following table sets forth the reported high and low prices and aggregate volume of trading of the Company’s common shares on the TSX for the twelve months ending December 31, 2014:

Common Shares

Toronto Stock Exchange

	Canadian Dollars
2014	High		Low		Total Volume
December	$	0.345	$	0.265		8,993,700
November	$	0.320	$	0.220		8,194,100
October	$	0.275	$	0.190		9,261,400
September	$	0.280	$	0.200		5,507,300
August	$	0.320	$	0.240		7,207,400
July	$	0.285	$	0.210		7,578,600
June	$	0.230	$	0.140		4,222,200
May	$	0.185	$	0.140		3,543,200
April	$	0.205	$	0.175		4,981,700
March	$	0.270	$	0.195		10,262,200
February	$	0.220	$	0.160		12,189,600
January	$	0.260	$	0.140		9,039,300

Item 7 Directors and Executive Officers

7.1 Name, Occupation and Security Holdings

The names, municipality of residence, positions with the Company and principal business activities outside the Company of the directors and executive officers of the Company as at March 26, 2015 are set forth below:

Name and Municipality of Residence	Positions Held	Director/Officer Since	Principal Occupation
Brian Booth, P.Geo.⁽¹⁾⁽³⁾ West Vancouver, BC	Director, Chair of the Board	2012	President and CEO of Pembrook Mining Corp.
Brian Skanderbeg, P.Geo. Saskatoon, SK	Director, President and CEO	2008	President and CEO of Claude
Ronald J. Hicks, CPA, CA⁽¹⁾⁽²⁾ Saskatoon, SK	Director	2006	Chartered Professional Accountant
J. Robert Kowalishin, P. Eng.⁽¹⁾⁽³⁾ Saskatoon, SK	Director	2007	Business Person
Rita M. Mirwald, C.M. ⁽²⁾⁽³⁾ Saskatoon, SK	Director	2011	Business Person
Patrick Downey, B.Sc., P. Eng. Vancouver, BC	Director	2015	Business Person
Rick Johnson, CPA, CA Saskatoon, SK	Chief Financial Officer	2004	Chief Financial Officer of Claude

Note:

⁽¹⁾

Member of the Audit Committee.

⁽²⁾

Member of the Human Resources & Compensation Committee (disbanded and assumed by the Board on July 1, 2014).

⁽³⁾

Member of the Safety, Health & Environmental (SHE) Committee.

Claude Resources Inc. – 2014 Annual Information Form

All of the directors and executive officers of Claude have been engaged for more than five years in their present principal occupations except for: Mr. Skanderbeg who was VP Exploration from April 2008 to September 2012 and Senior Vice President & COO from September 2012 to November 2014 (at which time he was appointed to the role of President and CEO); and Mr. Downey who was CEO of Elgin Mining Inc., which was acquired by Mandalay Resources in June 2014, from July 2011 to June 2014.

The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders of the Company or until their successors in office are duly elected or appointed.

Certain of the directors serve as directors of other public companies and if a conflict of interest arises at a meeting of the Board of Directors, any director in conflict will declare his interest and abstain from voting on such matter.

Executive officers are recommended by the Chief Executive Officer and approved by the Board of Directors to serve until terminated by the Board of Directors or until their successors are appointed.

Directors and officers of the Company, as a group, beneficially own, directly or indirectly, or exercise control or direction over 764,818 of the common shares outstanding at December 31, 2014, being less than one percent of the issued and outstanding common shares of the Company.

7.2 Cease Trade Orders or Bankruptcies

Except as set out below, no director or executive officer of the Company:

(a)

is, as at the date of this Information Circular, or has been, within 10 years before the date of this annual information form, a director, chief executive officer or chief financial officer of any company (including Claude) that:

(i)

was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was issued while the director or executive officer was acting in the capacity of director, chief executive officer or chief financial officer, or

(ii)

was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, or

(b)

is, as at the date of this annual information form, or has been, within 10 years before the date of this annual information form, a director or executive officer of any company (including Claude) that, while that persons was acting in that capacity, or within a year of the person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c)

has, within the 10 years before the date of this annual information form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.

Mr. Downey was a director of Sutcliffe Resources Inc. (now Zoloto Resources Ltd.) from April 2007 to November 2008. On May 11, 2007, Zoloto Resources Ltd. was issued a cease trade order by the British Columbia Securities Commission ("BCSC") for failure to file financial statements and an MD&A for the financial year ended December 31, 2006. That cease trade order was revoked on May 11, 2007. Thereafter, a management cease trade order in respect of insiders of Zoloto Resources Ltd. was issued by the BCSC on May 14, 2008 for failure to file financial statements and an MD&A for the financial year ended December31, 2007 and was revoked on July 8, 2008.

Claude Resources Inc. – 2014 Annual Information Form

Item 8 Transfer Agent and Registrar

8.1

Transfer Agent and Registrar

The Company’s transfer agent and registrar is Valiant Trust Company, located at 310, 606 – 4^th Street S.W., Calgary, Alberta, T2P 1T1.

Item 9 Material Contracts

9.1

Material Contracts

The Company has no material contracts other than those entered into in the ordinary course of business and the following:

(a)

the CCP Debt Facility set forth under "General Development of the Business – Recent History" on page 16;

(b)

the NSR Royalty Agreement set forth under “General Development of the Business – Recent History” on page 12 and “Property Royalties” on page 28;

(c)

the Red Mile Royalty Agreements set forth under “Property Royalties” on page 28.

Item 10 Legal Proceedings

10.1 Legal Proceedings

All industries, including the mining industry, are subject to legal claims, with and without merit. Defence and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, there can be no assurance that the resolution of any particular legal proceedings will not have a material adverse effect on the Company’s financial position or results of operations.

Item 11 Interests of Experts

11.1 Interests of Experts

SRK Consulting (Canada) Inc., Suite 2100 – 25 Adelaide Street East, Toronto, Ontario, M5C 3A1, has provided the Company with independent NI 43-101 Technical Reports for the Amisk Gold Project. The Company has no knowledge of registered or beneficial interests held directly or indirectly by SRK or any of its designated professionals in any securities or other property of the Company.

KPMG LLP, independent chartered accountants, have audited the Company’s consolidated financial statements for the year ended December 31, 2014. KPMG LLP is independent in accordance with the Rules of Professional Conduct of the Institute of Chartered Accountants of Saskatchewan and have complied with the SEC’s rules on auditor independence.

Certain information has been prepared and included in this annual information form following review and verification by Brian Skanderbeg, P.GEO, President & Chief Executive Officer, a Qualified Person within the meaning of NI 43-101. Mr. Skanderbeg beneficially owns, directly or indirectly, less than one percent of the outstanding commons shares of the Company.

Item 12 Audit Committee

12.1 Audit Committee Charter

Attached as Appendix A is the Charter of the Company’s Audit Committee.

Claude Resources Inc. – 2014 Annual Information Form

12.2 Composition of the Audit Committee

Members of the Audit Committee are: Ronald J. Hicks, CPA, CA (Chair), J. Robert Kowalishin and Brian Booth. Each member of the Audit Committee is independent and financially literate.

12.3 Relevant Education and Experience

Name		Principal Occupation and Biography
Ronald J. Hicks, CPA, CA (May 2006)		Ronald J. Hicks is a member of the Chartered Professional Accountants of Saskatchewan (“CPA Saskatchewan”), formerly the Institute of Chartered Accountants of Saskatchewan (“ICAS”). He joined Deloitte & Touche LLP in 1959 and was admitted to partnership in 1977 until his retirement in August 2000. In 2004, Mr. Hicks received the Distinguished Community Service Award from ICAS. He is currently a Director Emeritus with Ducks Unlimited Canada. In 2013, Mr. Hicks was awarded with the Queen Elizabeth II Diamond Jubilee medal for his contributions to conservation and his work with Ducks Unlimited Canada. In his career, he has served as director with Dickenson Mines Limited, Kam Kotia Mines Limited, Saskatchewan Government Insurance and Prairie Malt Limited. Mr. Hicks served as Chairman of the Saskatchewan Roughrider Football Club (Saskatoon Committee), Ducks Unlimited (Saskatoon Committee), ICAS Saskatchewan Public Practice Review and Appraisal Committee and Admissions Committee. Ron became a Director of Claude in 2006.
J. Robert Kowalishin, P.Eng. (March 2007)		J. Robert Kowalishin retired after a 42 year career with the Trane Company. He has held senior management positions in Canada and the United States, most recently District Manager of Trane's Ontario operations based in Toronto, Ontario. Previous to that, he served as Franchise Holder in Saskatoon (1972-1995), and Regional Manager responsible for Canada and northeastern United States. After retirement, he was a consultant and adviser to Trane's Leadership Development Program. Mr. Kowalishin received his Bachelor of Science (Mechanical Engineering) from the University of Saskatchewan in 1962 and is a Life Member of the American Society of Heating, Refrigeration, and Air Conditioning Engineers and a Life Member of the Association of Professional Engineers and Geoscientists of Saskatchewan. Bob became a Director of Claude in 2007.
Brian R. Booth, B.Sc.,P.Geo. (April 2012)		Mr. Booth currently serves as the President and Chief Executive Officer of Pembrook Mining Corp., an exploration company based in Vancouver, BC, Canada. Mr. Booth holds a B.Sc in Geology from McGill University and is also a member of the Professional Geoscientists of Ontario. Mr. Booth began his career as a Geologist on the Casa Berardi gold discoveries in Quebec. He opened Inco's exploration office in Val d'Or, Quebec and is credited with the discovery of the Douay West gold deposit in 1990 and was subsequently appointed to the board of Societe D’Exploration Miniere Vior Inc. In 1994, as Inco's Manager Exploration, Eastern North America, he conducted the preliminary assessment of the Voisey's Bay Ni-Cu-Co discovery. He later relocated to Indonesia to manage Inco's exploration office in Jakarta during which time he was involved, through a joint venture with Highlands Gold, in the discovery of the Beutong copper porphyry in Sumatra. Mr. Booth served as the Chief Executive Officer and President of Lake Shore Gold Corp. and later as a Director. Brian became a Director of Claude in 2012 and became Chair of the Board in 2015.

12.4 Pre-Approval Policies and Procedures

The Committee has implemented a policy restricting the services that may be provided by the Company’s external auditors and the fees paid to the external auditors.

Claude Resources Inc. – 2014 Annual Information Form

12.5 External Audit Service Fees

The aggregate fees for professional services rendered by KPMG LLP for the 2014 and 2013 fiscal years are shown in the table below:

	2014		2013

Audit fees⁽¹⁾	$	175,375	$	206,700
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	175,375	$	206,700

⁽¹⁾

Audit fees are comprised of KPMG LLP services in respect of the audit of the December 31, 2014 consolidated financial statements.

Item 13 Additional Information

Additional information, including details as to directors’ and officers’ remuneration, indebtedness, principal holders of Claude shares, options to purchase Company shares and interests of insiders in material transactions, if applicable, is contained in the Management Information Circular dated March 26, 2015. Additional financial information is provided in the Company’s consolidated financial statements and MD&A for the year ended December 31, 2014.

Copies of the above and other disclosure documents may also be examined and/or obtained through the internet by accessing Claude’s website at www.clauderesources.com or by accessing the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com or on the Securities and Exchange Commission website at www.sec.gov.

Claude Resources Inc. – 2014 Annual Information Form

APPENDIX A

CLAUDE RESOURCES INC.

Charter of the Audit Committee

of the Board of Directors

I. Purpose

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibility to the shareholders as they relate to:

the integrity of the Company’s financial statements and the Company’s accounting policies, disclosure, internal controls and financial reporting practices;

recommending the appointment, compensation and the monitoring of the qualifications, independence and performance of the Company’s external auditors; and

maintaining, through regularly scheduled meetings, a line of communication between the Board and the Company’s financial management and external auditors.

II. Structure and Operations

Composition and Qualifications

The Committee shall be appointed by the Board and shall serve at the pleasure of the Board and for such terms as the Board may determine. The Committee shall be comprised of three or more Directors (as determined from time to time by the Board), each of whom shall meet the independence and experience requirements of all applicable corporate securities laws and stock exchange listing requirements for audit committee membership.

Each member of the Committee will be a Director who: (a) is not otherwise employed by the Company, and (b) has not been so employed at any time during the three years prior to the time he or she is appointed to the Committee unless otherwise permitted by applicable U.S. and Canadian regulatory standards.

Each member of the Committee will have and maintain independence from management of the Company in accordance with the standards of independence required above.

Except for the undertaking of non-material specific projects unanimously approved by the Board, no member of the Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Company other than: (a) director’s fees, which may be received in cash, stock options, deferred share units, or other in-kind consideration ordinarily available to Directors; (b) a pension or other deferred compensation for prior service that is not contingent on future service; and (c) other regular benefits that Directors receive in their capacity as members of the Board or its committees.

Each member of the Committee shall be financially literate (such qualifications interpreted by the Board in its business judgment) with at least one member designated as being a financial expert.

Each member of the Committee shall have accounting or related financial management expertise (such qualifications interpreted by the Board in its business judgment).

Organization, Procedures and Powers

The Board shall appoint one member of the Committee as the Chair. The Chair (or in his or her absence, a member designated by the Chair) shall preside at all meetings of the Committee. The Chair shall be responsible for leadership of the Committee, including scheduling meetings, preparing agendas and making regular reports to the Board.

Claude Resources Inc. – 2014 Annual Information Form

The Committee shall have the authority to establish its own rules and procedures, consistent with the bylaws of the Company, for notice and conduct of its meetings should the Committee, in its discretion, deem it desirable to do so.

The Committee shall have the authority to engage independent counsel, independent accountants or other outside advisers as the Committee deems necessary to carry out its duties.

III. Meetings

The Committee will meet at least four times annually and at such other times as it deems necessary to fulfill its responsibilities. A majority of the members of the Committee shall constitute a quorum.

The Committee may include in its meetings: (a) members of the Company’s management, (b) representatives of the external auditors, (c) other directors by invitation, or (d) any other personnel employed or retained by the Company.

The Committee may periodically meet with members of the Company’s management in separate executive sessions to discuss any matters that the Committee believes should be addressed privately.

A meeting of the Committee may be convened by the Chair of the Committee, a quorum of the Committee members, or the external auditors. The Corporate Secretary shall, upon direction of any of the foregoing, arrange a meeting of the Committee. The Committee shall report to the Board in a timely manner with respect to each of its meetings.

IV. Responsibilities and Duties

Financial Statements and Published Information

Review with management and the external auditors any items of concern, any proposed changes in major accounting policies, any identified risks and uncertainties, and any issues requiring management judgement, to the extent that the foregoing may be material to financial reporting.

Consider any matter required to be communicated to the Committee by the external auditors under applicable International Financial Reporting Standards, applicable law and listing standards, including the external auditors’ report to the Committee (and management’s response thereto) on: (a) all critical accounting policies and practices used by the Company; (b) all material alternative accounting treatments of financial information within generally accepted accounting principles that have been discussed with management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the external auditors; and (c) any other material written communications between the external auditors and management.

Require the external auditors to present and discuss with the Committee their views about the quality, not just the acceptability, of the implementation of International Financial Reporting Standards with particular focus on accounting estimates and judgements made by management and their selection of accounting principles.

Discuss with management and the external auditors (a) any accounting adjustments that were noted or proposed (i.e. immaterial or otherwise) by the external auditors but were not reflected in the financial statements and (b) any material correcting adjustments that were identified by the external auditors in accordance with International Financial Reporting Standards or applicable law.

Claude Resources Inc. – 2014 Annual Information Form

Discuss with management and the external auditors any significant financial reporting issues considered during the fiscal period and the method of resolution. Resolve disagreements between management and the external auditors regarding financial reporting.

Review with management and the external auditors any off-balance sheet financing mechanisms being used by the Company, if any.

Review with management and the external auditors and legal counsel, if necessary, any litigation, claim or other contingency, including tax assessments, that could have a material effect on the financial position or operating results of the Company, and the manner in which these matters have been disclosed or reflected in the financial statements.

Review any problems experienced by the external auditors in performing the audit, including any restrictions or limitations imposed by management.

Review the results of the external auditors’ audit work including findings and recommendations, including the post-audit management letter, and management’s response and any resulting changes in accounting practices or policies and the impact such changes may have on the financial statements.

10.

Review the annual report, including the audited annual financial statements, in conjunction with the report of the external auditors, and related management discussion and analysis, make recommendations to the Board with respect to approval thereof, before being released to the public, and obtain an explanation from management of all significant variances between comparable reporting periods.

11.

Review with management and recommend to the Board for approval the Corporation’s Proxy Form, Information Circular, Annual Information Form and relevant U.S. forms, if applicable.

Confirm with the Chief Executive Officer and the Chief Financial Officer (and considering the external auditor’s comments, if any, thereon), that the financial statements fairly represent the Company’s financial condition, cash flow and results for the reporting period.

Review and recommend to the Board for approval all interim unaudited financial statements and quarterly reports, related interim management discussion and analysis and media releases, before being released to the public.

14.

Review management’s internal control report and the related attestation report of the external auditors when required by Section 404 of the Sarbanes-Oxley Act of 2002, if required.

15.

Review and approve all related party transactions.

Appointment, Retention and Evaluation of External Auditors

The Company’s external auditors shall report directly to this Committee. This Committee has the direct responsibility to compensate, oversee, and evaluate the external auditors. The Committee will recommend to the shareholders the appointment, and where appropriate, the replacement of the external auditors. In connection with its oversight of the external audit activities, the Committee will:

At least annually, obtain and review a report by the external auditors describing:

(a)

The external audit firm’s internal quality-control procedures; and

(b)

Any material issues raised by: (i) the most recent internal quality-control review, or peer review, of the firm, or (ii) any inquiry or investigation by governmental or professional authorities, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any issues raised in the reviews described above.

Claude Resources Inc. – 2014 Annual Information Form

Annually review and evaluate:

(a)

The experience and qualifications of the senior members of the external auditor team; and

(b)

The performance and independence of the external auditors, including the lead partner of the external audit firm.

Review and approve the annual audit plan prior to the annual audit being undertaken by the external auditors, including reviewing the year-to-year co-ordination of the audit plan and the extent of its scope. Recommend the Board approve the fees to be paid to external auditors.

Periodically meet separately with the external auditors without senior management present.

At least annually, present the Committee’s conclusion with respect to its evaluation of the external auditors to the Board. See “External Auditor Review Guidelines”.

Independence of External Auditors

The Committee shall obtain confirmation and assurance as to the external auditors’ independence, including ensuring that they submit on a periodic basis (not less than annually) to the Committee a formal written statement delineating all relationships between the external auditors and the Company. The formal submission should also disclose the amount of fees received by the external auditors for the audit services and for various types of non-audit services.

The Committee shall actively engage in a dialogue with the external auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditors and take appropriate action in response to the external auditors’ report to satisfy itself of their independence.

The Committee will periodically review, and if necessary, update its policy with regard to the pre-approval for any permitted non-audit services, including a requirement that the Committee approve all non-audit engagements of the external auditors and shall, consistent with that policy, approve the retention of the external auditors to perform such services and the fees for such services, if required by that policy. The Committee may, in its discretion, delegate to the Chair of the Committee the authority to pre-approve any audit or non-audit services to be performed by the external auditors, provided that any such approvals are presented to the Committee at its next scheduled meeting. See “Pre-Approval Policy”.

Periodically review and, if necessary, update its guidelines for the Company’s hiring of employees and former employees of the external auditors who were previously engaged on the Company’s account.

Discuss with management the timing and process for implementing the rotation of the lead audit partner, the concurring partner and any other active audit engagement team partner within the time limits and in such a manner as necessary to prevent the external auditor from being deemed “not independent of the Company”.

Internal Controls

The Committee will review with the external auditors and senior management:

The adequacy and effectiveness of the Company’s internal accounting and financial controls, including computerized information system controls and security, and consider any recommendations for improvement of such controls.

Major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies.

Claude Resources Inc. – 2014 Annual Information Form

Any related significant findings and recommendations of the external auditors together with senior management’s responses thereto.

Risk Management

The Committee will meet periodically with senior management to discuss the Company’s policies with respect to risk assessment and risk management. In doing so, the Committee will review the Company’s major financial risk exposure and the steps management has taken to monitor and control such exposure.

Disclosure Controls

Review annually the disclosure controls and procedures, including the certification timetable and related process. Confirm quarterly with the Chief Executive Officer and the Chief Financial Officer the effectiveness of disclosure controls and procedures, and whether there are any significant deficiencies in internal controls or any fraud related to management or persons who have a significant role in internal controls.

Approve the appointment and removal of Disclosure Committee Members.

Compliance

Monitor compliance by the Company with all payments and remittances required to be made in accordance with applicable law, where the failure to make such payments could render the directors of the corporation personally liable.

Review the findings of any examination by financial or corporate governance regulatory authorities.

Establish procedures for receipt, retention and treatment of complaints received by the Committee regarding accounting, auditing, internal accounting controls, or other matters and the confidential, anonymous submission by employees of concerns regarding these matters. “See Whistleblower Policy”.

Miscellaneous

The Committee will:

Review the appointment of the Chief Financial Officer and have the Chief Financial Officer report to the Committee on the qualifications of new employees with a financial oversight role (i.e. having oversight of, or direct responsibility for, preparing of financial statements and related information).

Approve the expenses submitted for reimbursement by the Chief Executive Officer or designate the Audit Chair to do the same.

V. Annual Performance Evaluation

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

Claude Resources Inc. – 2014 Annual Information Form

Exhibit 99.2

MANAGEMENT'S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements of Claude Resources Inc. are the responsibility of Management and have been approved by the Board of Directors.

The consolidated financial statements have been prepared by Management in conformity with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements include amounts that are based on estimates and judgments. Financial information used elsewhere in the annual report is consistent with that in the financial statements.

The Management of the Company, in furtherance of the integrity and objectivity of data in the financial statements, has developed and maintains a system of internal accounting controls. These internal accounting controls provide reasonable assurance that financial records are reliable, form a proper basis for preparation of financial statements and that assets are properly accounted for and safeguarded. The internal accounting control process includes Management's communication to employees of policies which govern ethical business conduct.

The Board of Directors carries out its responsibility for the consolidated financial statements in this annual report principally through its audit committee, consisting of independent directors. The audit committee reviews the Company's annual consolidated financial statements and recommends their approval to the Board of Directors. The shareholders' auditors have full access to the audit committee, with and without Management being present.

These consolidated financial statements have been audited by the shareholders' auditors, KPMG LLP, Chartered Accountants, in accordance with Canadian generally accepted auditing standards.


Brian Skanderbeg, P. Geo		Rick Johnson, CPA, CA
Chief Executive Officer		Chief Financial Officer

Date: March 26, 2015

KPMG LLP	Telephone	(306) 934-6200
Chartered Accountants	Fax	(306) 934-6233
500 – 475 Second Avenue South	Internet	www.kpmg.ca
Saskatoon Saskatchewan S7K 1P4
Canada

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Claude Resources Inc.

We have audited the accompanying consolidated financial statements of Claude Resources Inc., which comprise the consolidated statements of financial position as at December 31, 2014 and December 31,

2013, the consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Claude Resources Inc. as at December 31, 2014 and December 31, 2013, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Chartered Accountants

March 26, 2015

Saskatoon, Canada

KPMG LLP, is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

Consolidated Statements of Financial Position

(In Thousands of Canadian Dollars)

			DECEMBER 31			DECEMBER 31
			2014			2013
	Note
Assets
Cash and cash equivalents			$	11,172		$	-
Short-term investments		6		1,177			1,643
Accounts receivable				3,245			2,873
Inventories		7		20,318			20,565
Prepaid expenses and deposits				609			390
Assets held for sale		8		-			13,423
Current assets				36,521			38,894

Mineral properties		9		128,912			140,544
Deposits for reclamation costs		11		2,079			2,237
Non-current assets				130,991			142,781
Total assets			$	167,512		$	181,675

Liabilities
Bank indebtedness			$	-		$	8,623
Accounts payable and accrued liabilities		12		8,142			6,997
Loans and borrowings		13		3,600			31,869
Net royalty obligation		14		912			1,001
Liabilities related to assets held for sale		8		-			2,316
Current liabilities				12,654			50,806

Loans and borrowings		13		17,981			-
Net royalty obligation		14		654			1,826
Decommissioning and reclamation		11		6,798			6,447
Non-current liabilities				25,433			8,273

Shareholders' equity
Share capital		15		198,489			195,245
Contributed surplus				7,148			8,223
Accumulated deficit				(76,373	)		(80,925	)
Accumulated other comprehensive income				161			53
Total shareholders' equity				129,425			122,596
Total liabilities and shareholders' equity			$	167,512		$	181,675

See accompanying notes to consolidated financial statements.

On behalf of the Board:


Brian Booth, P.Geo.		Ronald J. Hicks, CPA, CA
Chair		Chairman, Audit Committee

Consolidated Statements of Income (Loss)

(In Thousands of Canadian Dollars, except per share amounts)

			DECEMBER 31
			2014			2013
	Note

Revenue			$	87,372		$	63,794

Mine Operating:
Production costs				50,211			44,051
Production royalty				2,264			-
Depreciation and depletion				21,965			22,949
				74,440			67,000
Gross profit (loss)				12,932			(3,206	)

General and administrative				7,240			7,057
Finance expense		16		4,062			3,195
Finance and other income		17		(2,247	)		(2,712	)
Impairment charge		10		-			63,835
Loss on sale of assets				642			-
(Gain) loss on investments				(1,317	)		262
				8,380			71,637

Profit (loss) before income tax				4,552			(74,843	)

Deferred income tax recovery				-			(1,420	)

Net profit (loss)			$	4,552		$	(73,423	)

Net earnings (loss) per share
Basic and diluted		21
Net earnings (loss)			$	0.02		$	(0.42	)


Basic				186,645			175,562
Diluted				186,877			175,562

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income (Loss)

(In Thousands of Canadian Dollars)

	DECEMBER 31
	2014			2013

Net profit (loss)	$	4,552		$	(73,423	)

Other comprehensive loss
(Gain) loss on available-for-sale securities transferred to profit		(1,317	)		227
Unrealized gain (loss) on available-for-sale securities		1,425			(199	)
Other comprehensive income		108			28
Total comprehensive income (loss)	$	4,660		$	(73,395	)

See accompanying notes to consolidated financial statements.

Consolidated Statements of Shareholders' Equity

(In Thousands of Canadian Dollars)

	DECEMBER 31
	2014			2013

Share Capital
Balance, beginning of year	$	195,245		$	193,189
Common shares and warrants issued		1,501			1,421
Transfers from contributed surplus		1,743			635
Balance, end of year	$	198,489		$	195,245

Contributed Surplus
Balance, beginning of year	$	8,223		$	6,652
Stock-based compensation		668			2,274
Transfers to share capital		(1,743	)		(635	)
Other		-			(68	)
Balance, end of year	$	7,148		$	8,223

Accumulated Deficit
Balance, beginning of year	$	(80,925	)	$	(7,502	)
Net profit (loss)		4,552			(73,423	)
Balance, end of year	$	(76,373	)	$	(80,925	)

Accumulated Other Comprehensive Income
Balance, beginning of year	$	53		$	25
Other comprehensive income		108			28
Balance, end of year	$	161		$	53

Shareholders' equity, end of year	$	129,425		$	122,596

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

(In Thousands of Canadian Dollars)

	DECEMBER 31
	2014			2013

Cash flows from (used in) operating activities

Net profit (loss)	$	4,552		$	(73,423	)
Adjustments for non-cash items:
Depreciation and depletion		21,965			22,949
Finance expense		1,291			522
Finance and other income		(1,261	)		(1,214	)
Impairment charge		-			63,835
Loss on sale of assets		642			-
(Gain) loss on investments		(1,317	)		262
Stock-based compensation		668			2,274
Deferred income tax recovery		-			(1,420	)
		26,540			13,785

Net changes in non-cash operating working capital:
Accounts receivable		(372	)		1,972
Inventories		(205	)		(1,530	)
Prepaid expenses and deposits		(219	)		(113	)
Accounts payable and accrued liabilities		1,145			(536	)
Cash provided by operating activities		26,889			13,578

Cash flows from investing activities:
Additions to mineral properties		(22,200	)		(31,907	)
Proceeds from NSR agreement		12,822			-
Proceeds from sale of assets		8,259			-
Repurchase of royalty		(300	)		-
Decrease in reclamation deposits		158			-
Decrease (increase) in short-term investments		4,335			(1,500	)
Cash provided by (used in) investing activities		3,074			(33,407	)

Cash flows from financing activities:
Proceeds from issue of common shares and warrants, net of issue costs		711			725
Debenture redemption		-			(9,751	)
Term loan
Proceeds, net of issues costs		-			24,328
Repayments		(2,400	)		-
Demand loans:
Proceeds		-			5,000
Repayments		(7,950	)		(2,388	)
Obligations under finance lease:
Repayments		(291	)		(1,495	)
Cash from (used in) financing activities		(9,930	)		16,419

Increase (decrease) in cash and cash equivalents		20,033			(3,410	)
Decrease in cash and cash equivalents related to assets held for sale		(238	)		(1,682	)

Cash and cash equivalents (bank indebtedness), beginning of year		(8,623	)		(3,531	)
Cash and cash equivalents (bank indebtedness), end of year	$	11,172		$	(8,623	)

See accompanying notes to consolidated financial statements.

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 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 consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were authorized for issue by the Company’s Board of Directors on March 26, 2015.

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

BASIS OF MEASUREMENT

These consolidated 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 consolidated 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.

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:

Page 1

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

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 cease and costs are either regarded as inventory or operating expense, except for new capital costs which are capitalized. Depreciation and depletion commence 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 income in the period when the new information becomes available.

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.

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.

Page 2

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

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 22. 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.

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.

Page 3

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

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 6	Investments
Note 9	Mineral Properties
Note 11	Decommissioning and Reclamation
Note 14	Net Royalty Obligation
Note 15	Share-based Compensation
Note 20	Income Taxes
Note 22	Financial Instruments

Significant Accounting Policies:

The accounting policies utilized by Management for the Company and its wholly owned subsidiaries have been applied consistently to all periods presented in these consolidated financial statements.

CONSOLIDATION PRINCIPLES

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. These consolidated financial statements include the Company’s proportionate share of joint operations. Intercompany transactions have been eliminated on consolidation. The financial statements of the subsidiaries are prepared using the same reporting dates as the Company.

FOREIGN CURRENCY TRANSLATION

The Company’s functional and presentation currency is the Canadian dollar. Transactions denominated in foreign currencies are translated into Canadian dollars at the rate of exchange prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the rate of exchange in effect at the date of the Statement of Financial Position. Non-monetary items are translated at the rate in effect at the date of the transaction. Exchange gains and losses on these transactions are included in profit (loss).

FINANCIAL INSTRUMENTS

Non-derivative Financial Assets

The Company initially recognizes loans and receivables and deposits on the date they originate. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

Page 4

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Financial assets and liabilities are offset and a net asset amount is presented in the Statement of Financial Position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The Company’s non-derivative financial assets include: held-to-maturity financial assets; loans and receivables; and available-for-sale financial assets.

Held-to-maturity financial assets

If the Company has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses. Any sale or reclassification of a more than insignificant amount of held-to-maturity investments not close to their maturity would result in the reclassification of all held-to-maturity investments as available-for-sale, and prevent the Company from classifying investment securities as held-to-maturity for the current and the following two fiscal years.

The Company’s held-to-maturity financial assets are deposits for reclamation costs.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.

The Company’s loans and receivables are comprised of: cash and cash equivalents; accounts receivable; and short-term investments.

Cash and cash equivalents comprise cash balances and deposits with original maturities of three months or less. Bank overdrafts, if utilized, are repayable on demand, form an integral part of the Company’s cash management and are included as a component of cash and cash equivalents for the purpose of the Statement of Cash Flows. The Company only deposits cash surpluses with major banks of high quality credit standing. Cash on hand earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and are not classified in any of the previous categories of financial assets. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.

Subsequent to initial recognition, these assets are measured at fair value and changes therein, other than impairment losses, are recognized in other comprehensive income and presented within equity. When an investment is derecognized through sale or has an impairment that is other than temporary, the cumulative gain or loss in other comprehensive income is transferred to profit or loss.

The Company’s investments in equity securities are classified as available-for-sale financial assets.

Non-derivative Financial Liabilities

The Company initially recognizes debt securities issued and subordinated liabilities on the date that they originate. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.

The Company has the following non-derivative financial liabilities: demand loans; bank overdrafts in the form of a line of credit; accounts payable and accrued liabilities; and the Company’s debenture.

Page 5

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.

Share Capital

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects.

Derivative and Other Financial Instruments

Derivative financial instruments, which include foreign exchange and gold derivative contracts, are not designated as hedges. These instruments are recorded using the mark-to-market method of accounting whereby the instruments are recorded in the consolidated Statement of Financial Position at their fair value as either an asset or liability with changes in fair value recognized in profit or loss. Transaction costs are expensed as incurred.

Effective Interest Rate Method

The Company utilizes the effective interest rate method when accounting for certain of its financial instruments. The effective interest rate method is a method of calculating the amortized cost of a financial asset or a financial liability (or group of financial assets or financial liabilities) and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Company estimates cash flows considering all contractual terms of the financial instrument.

INVENTORIES

Inventories are comprised of broken ore, gold in-circuit and consumable materials and supplies.

Broken Ore

Broken ore represents material that, at the time of extraction, the Company expects to process into a saleable form and sell at a profit. Ore is recorded as an asset that is classified within inventory as material is extracted from underground mines. Ore contained in stockpiles is initially measured by estimating the number of tonnes added and removed from the stockpile, and then converted to estimated ounces of gold contained therein based on assay data and applying estimated metallurgical recovery rates (based on the expected processing method). As ore is processed, costs are removed based on recoverable quantities of gold and each stockpile’s average cost per unit. Ore is accumulated in stockpiles which are subsequently processed into gold dore in a saleable form under a mine plan that takes into consideration optimal scheduling of production of the Company’s reserves, present plant capacity and the market price of gold. Stockpiled ore on surface is valued at the lower of cost and net realizable value.

Gold In-Circuit

Gold contained in the milling circuit represents gold that the Company counts as production but is not yet in a saleable form. Gold contained in the milling circuit is valued at the lower of cost and net realizable value.

Materials and Supplies

Material and supplies inventory is valued at the lower of cost and net realizable value. Any provision for obsolescence is determined by reference to specific stock items identified as obsolete.

ASSETS HELD FOR SALE

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

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Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets or deferred tax assets, which continue to be measured in accordance with the Company’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on re-measurement are recognized in profit or loss. Subsequent gains, if any, are not recognized in excess of any cumulative past impairment losses.

Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortized or depreciated.

MINERAL PROPERTIES

The Company holds various positions in mining interests, including exploration rights, mineral claims, mining leases, unpatented mining leases and options to acquire mining claims or leases. All of these positions are classified as mineral properties for financial statement purposes.

Recognition and Measurement

All costs related to the acquisition, exploration and development of mineral properties and the development of mining assets are capitalized on a property by property basis. These costs include expenditure that is directly attributable to the acquisition of the asset, as well as development costs on producing properties incurred to develop future producing assets. Development costs on producing properties include only expenditures incurred to develop reserves or for delineation of existing reserves. Interest on debt directly related to the acquisition and development of mineral properties is capitalized until commencement of commercial production. Expenditures for maintenance and repairs are charged to operations expenses as incurred. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs on qualifying assets. Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

The decision to develop a mine property within a project area is based on an assessment of the commercial viability of the property and the availability of financing. Once the decision to proceed to development is made, development and other expenditures relating to the project area are reclassified and disclosed as part of mineral properties with the intention that these will be depreciated by charges against earnings from future mining operations. No depreciation is charged against the property until commercial production commences. After a mine property has been brought into commercial production, costs of additional work on that property are expensed as incurred, except for new development costs which are capitalized.

When material components of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment and depreciated separately.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized within other income in profit or loss.

Subsequent Costs

The cost of replacing a part of an item of property, plant and equipment is added to the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is removed. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.

Depreciation and Depletion

Depreciation is calculated over the depreciable amount (which is the cost of an asset, less its residual value, if any) using either the straight-line method or the units of production method. Depletion is calculated over the net book value using the units of production method. Land is shown at cost and not depreciated or depleted.

Page 7

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Upon commencement of commercial production, the cost of mine development, mine buildings, plant and equipment directly used in production are amortized using the shorter of the unit of production method over estimated recoverable ore reserves or the useful life of the asset. Estimated recoverable ore reserves include proven and probable mineral reserves.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

EXPLORATION AND EVALUATION EXPENDITURES

Exploration and evaluation expenditures are those expenditures incurred by the Company in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

Pre-exploration expenditures are expensed as incurred.

All direct costs related to the acquisition and exploration of resource property interests are capitalized by property. Exploration and evaluation assets include expenditures on acquisition of rights to explore, studies, exploratory drilling, trenching, sampling, and other direct costs related to exploration or evaluation of a project. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest. Exploration and evaluation assets are initially measured at cost and classified as tangible assets.

An impairment review of exploration and evaluation assets is performed, either individually or at the cash-generating unit (“CGU”) level, when there are indicators that the carrying amount of the assets may exceed their recoverable amounts. To the extent that this occurs, the excess is fully provided for, in the financial period in which this is determined. Exploration and evaluation assets are reassessed on a regular basis and these costs are carried forward provided that at least one of the conditions below is met:

such costs are expected to be recouped in full through successful development and exploration of the area of interest or alternatively, by its sale; or

exploration and evaluation activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing, or planned for the future.

Where a project is determined to be technically or commercially feasible and a decision has been made to proceed with development with respect to a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is reclassified as a development asset in mineral properties.

LEASES

Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its cost or the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating leases and the leased assets are not recognized in the Company’s statement of financial position.

DECOMMISSIONING AND RECLAMATION

The mining, extraction and processing activities of the Company normally give rise to legal and / or a constructive obligation for site closure or environmental restoration. Closure and restoration can include property decommissioning and dismantling, removal or treatment of waste materials, as well as site and land restoration. 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. Costs included in the provision comprise all closure and restoration activity expected to occur gradually over the life of the operation and at the time of closure. Routine operating costs that may impact the ultimate closure and restoration activities, such as waste material handling conducted as a normal part of a mining or production process, are not included in the provision.

Page 8

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

The amount of the provision recognized is estimated based on the risk adjusted costs required to settle the present obligation, discounted using a pre-tax risk-free discount rate consistent with the probability weighted expected cash flows.

When the provision is initially recorded, a corresponding asset is recognized. At each reporting date the restoration and rehabilitation provisions are remeasured in line with changes in discount rates and timing or amounts of the costs to be incurred.

Changes in the provision relating to mine rehabilitation and restoration obligations, which are not the result of the current production of inventory, are added to or deducted from the related asset, other than the unwinding of the discount which is recognized as a finance cost in the Statements of Income. Changes to the provision for reclamation and remediation obligations related to operating mines, which are not the result of current production of inventory, are recorded with an offsetting change to the related asset. For properties where mining activities have ceased or are in reclamation, changes are charged directly to earnings.

IMPAIRMENT

Financial Assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset and that the loss event will have a negative effect on the estimated future cash flows of that asset.

Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

At the end of each reporting period, the Company assesses whether there is objective evidence that a financial asset or group of financial assets is impaired. With respect to available-for-sale securities, for which unrealized gains and losses are generally recognized in Other Comprehensive income (“OCI”), a significant or prolonged decline in the fair value of the investment below its cost may be evidence that the assets are impaired. If objective evidence of impairment were to exist, the impaired amount (i.e. the unrealized loss) would be recognized in profit (loss); any subsequent reversals would be recognized in OCI and would not flow back into profit (loss).

Impairment losses on available-for-sale investment securities are recognized by transferring the cumulative loss that has been recognized in other comprehensive income, and presented in unrealized gains/losses on available-for-sale financial assets in equity, to profit or loss. The cumulative loss that is removed from other comprehensive income and recognized in profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss previously recognized in profit or loss.

If, in a subsequent period, the fair value of an impaired available-for-sale investment security increases and the increase can be related objectively to an event occurring after the impairment loss was recognized in profit or loss, then the impairment loss is reversed, with the amount of the reversal recognized in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognized in other comprehensive income.

Non-Financial Assets

The carrying amounts of the Company’s non-financial assets, other than inventories, deferred tax assets, and exploration and evaluation assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal.

Fair value less costs of disposal is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. Fair value for mineral assets is generally determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset, including any expansion prospects, and its eventual disposal, using assumptions that an independent market participant would take into account. These cash flows are discounted by an appropriate discount rate to arrive at a net present value of the asset.

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Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Value in use is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and its eventual disposal. Value in use is determined by applying assumptions specific to the Company’s continued use and cannot take into account future development. These assumptions are different than those used in calculating fair value and consequently the value in use calculation is likely to give a different result (usually lower) than a fair value calculation. The estimated future 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.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit (loss). Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of goodwill, if any, allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

Impairment losses recognized in prior periods are assessed at each reporting date whenever events or changes in circumstances indicate that the impairment may have reversed. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. A reversal of an impairment loss is recognized immediately in profit (loss).

PROVISIONS

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

EMPLOYEE FUTURE BENEFITS

Short-term Employee Benefits

Short-term employee benefit obligations are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Share-based Payments

The Company has two stock-based compensation plans which are described further in Note 15(a) and 15(b).

Stock Option Plan

The Company accounts for all stock option awards using the fair-value method of accounting. Under this method, the Company recognizes compensation expense for the stock options granted based on their grant date fair value, which is determined using the Black-Scholes option pricing model. The fair value of the option is expensed over the vesting period with a corresponding amount recorded as contributed surplus. Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital.

Page 10

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Employee Share Purchase Plan

Under the Employee Share Purchase Plan (“ESPP”), compensation expense is recognized as the fair value of the shares granted under the plan and is recognized over the one year vesting period pursuant to the ESPP. Consideration received from the ESPP is recorded as share capital and amounts recorded in contributed surplus related to the fair value of the shares granted under the plan are transferred to share capital upon the issuance of shares. Shares issued pursuant to the ESPP are valued for accounting purposes using the Black-Scholes option pricing model using variables in effect at the grant date.

Deferred Share Unit and Restricted Share Unit Plans

The Company’s Deferred Share Unit (“DSU”) and Restricted Share Unit (“RSU”) Plans are cash-settled. For cash-settled plans, the fair value of the amount payable to eligible individuals is recognized as an expense, with a corresponding increase in liabilities, over the period that the individuals unconditionally become entitled to payment. The liability is re-measured at each reporting date and at the settlement date. Any changes in the fair value of the liability are recognized as employee benefit expense in earnings.

TERMINATION BENEFITS

Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted.

REVENUE RECOGNITION

Revenue from the sale of precious metals is recognized when the significant risks and rewards of ownership have passed to the customer. This is when persuasive evidence of an arrangement exists, title and insurance risk passes to the customer, collection is reasonably assured and the price is reasonably determinable.

LEASE PAYMENTS

Payments made under operating leases are recognized in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

INCOME TAXES

Income tax expense is comprised of current and deferred taxes. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustments to tax payable in respect of previous years.

Deferred

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Page 11

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Tax Exposures

In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

EARNINGS PER SHARE

The Company presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic per share amounts are calculated using the weighted average number of shares outstanding during the period. Diluted per share amounts are calculated based on the treasury-stock method, which assumes that any proceeds obtained on exercise of options and warrants, along with any unrecognized stock-based compensation, would be used by the Company to repurchase common shares at the average market price during the period. The weighted average number of shares outstanding is then adjusted by the net change.

Accounting Standards:

Changes in Accounting Policies

The Company has adopted the following new standards, along with any consequential amendments, effective January 1, 2014. These changes were made in accordance with the applicable transitional provisions.

Offsetting Financial Assets and Liabilities

In December 2011, the IASB published Offsetting Financial Assets and Financial Liabilities and issued new disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The amendments to IAS 32 clarify that an entity currently has a legally enforceable right to set-off if that right is not contingent on a future event, and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that is equivalent to net settlement. These amendments have been applied retrospectively. The amendments to IAS 32 did not impact the Company’s consolidated financial statements.

IFRIC 21 Levies

IFRIC 21, Levies (“IFRIC 21”), is effective for annual periods beginning on or after January 1, 2014 and is applied retrospectively. It is applicable to all levies imposed by governments under legislation, other than outflows that are within the scope of other standards (e.g., IAS 12 Income Taxes) and fines or other penalties for breaches of legislation.

The interpretation clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. It also clarifies that a levy liability is accrued progressively only if the activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, the Interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. The adoption of IFRIC 21 did not have an impact on the consolidated financial statements of the Company as at December 31, 2014 or December 31, 2013.

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 these standards, if applicable, when they become 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 12

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Revenue

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”), was issued by the IASB in May 2014, is effective for periods beginning on or after January 1, 2017 and is to be applied retrospectively. IFRS 15 clarifies the principles for recognizing revenue from contracts with customers. The Company intends to adopt IFRS 15 in its financial statements for the annual period beginning January 1, 2017. The Company is currently evaluating the impact of IFRS 15 on its financial statements, if any.

Determination of Fair Values:

A number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and or disclosure purposes based on the methods described below. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Investments in Equity Securities and Debt Securities

The fair value of the Company’s available-for-sale financial assets is determined by reference to their quoted closing bid price at the reporting date.

Derivatives

The fair value of the Company’s forward contracts is estimated based on appropriate price modeling commonly used by market participants. Such modeling uses discounted cash flow analysis with observable market inputs including future interest rates, implied volatilities and the credit risk of the Company or the counterparties as appropriate, with resulting valuations periodically validated through third-party or counterparty quotes.

Share-based payment transactions

The fair value of issuances under the Company’s employee share purchase plan, and stock option plan may be measured using the Black-Scholes option pricing model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behavior) and the risk-free interest rate (based on government bonds).

Short-term Investments:

As at December 31,		2014		2013

Short-term Investments	(a)	$	-	$	1,500
Available-for-sale securities	(b)		1,177		143
		$	1,177	$	1,643

(a) Short-term Investments

Short-term investments 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 22).

Page 13

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

(b) Available-for-sale Investments

As at December 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 (Note 8)		(1,567	)		-
Write-down of available-for-sale securities		-			(284	)
Unrealized gain on available-for-sale securities		157			49
Available-for-sale securities, end of period	$	1,177		$	143

At December 31, 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 22).

Inventories:

Details of the Company’s inventories are as follows:

As at December 31,	2014		2013

Gold bullion and in-circuit ^{(1) (2)}	$	2,743	$	2,522
Stockpiled ore ^{(1) (2)}		1,101		1,838
Materials and supplies ⁽³⁾		16,474		16,205
Inventories	$	20,318	$	20,565

⁽¹⁾

For the year ended December 31, 2014, depreciation and depletion of $1.2 million is included in the above noted balances (December 31, 2013 - $1.7 million).

⁽²⁾

For the year ended December 31, 2014, there was a $0.4 million write-down of gold inventory to net realizable value (December 31, 2013 – $1.8 million).

⁽³⁾

For the year ended December 31, 2014, the Company wrote-down $0.1 million of materials and supplies inventory. There was no material write-down or reversal of write-down of materials and supplies inventory for the year ended December 31, 2013.

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

Assets and Liabilities Classified as Held for Sale:

During 2014, the Company completed the sale of the Madsen Gold Project located in Red Lake, Ontario, Canada to Pure Gold Mining Inc. (“Pure Gold”), formerly Laurentian Goldfields Ltd., for $8.75 million cash and 9,776,885 shares of Pure Gold. The Company disposed of a portion of its Pure Gold shares during 2014; at December 31, 2014, Claude had 4,047,885 shares of Pure Gold remaining.

Page 14

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Mineral Properties:

Details of the Company’s property, plant and equipment included in mineral properties are as follows:

	Property						Exploration
	acquisition			Buildings,			And
	and mine			plant and			evaluations
	development			equipment			assets			Total

Cost

At January 1, 2013	$	183,759		$	141,261		$	97,806		$	422,826
Additions		18,214			7,081			7,708			33,003
Reclassification to held for sale		(1,469	)		(1,059	)		(53,302	)		(55,830	)
At December 31, 2013		200,504		$	147,283		$	52,212		$	399,999
Additions		17,181			4,965			240			22,386
Seabee NSR Royalty sale		(12,522	)		-			-			(12,522	)
Transfers between groups		14,625			47			(14,672	)		-
At December 31, 2014	$	219,788		$	152,295		$	37,780		$	409,863

Depreciation and impairment losses

At January 1, 2013	$	111,070		$	96,808		$	7,346		$	215,224
Depreciation		10,927			11,879			-			22,806
Impairment (Note 10)		22,059			277			41,499			63,835
Reclassification to held for sale		-			(1,059	)		(41,351	)		(42,410	)
At December 31, 2013		144,056		$	107,905		$	7,494		$	259,455
Depreciation		10,804			10,692			-			21,496
At December 31, 2014	$	154,860		$	118,597		$	7,494		$	280,951

Carrying amounts

At December 31, 2013	$	56,448		$	39,378		$	44,718		$	140,544
At December 31, 2014	$	64,928		$	33,698		$	30,286		$	128,912

Seabee Gold Operation NSR Sale

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 option, which expires on December 31, 2016, to purchase half or 1.5 percent of the three percent NSR for U.S. $12.0 million. The NSR payments will be paid quarterly in cash or in physical gold at the average price of gold in each calendar month. During 2015, NSR costs were $2.3 million (2013 – nil).

Exploration properties

Amounts reflected for exploration properties not in commercial production represent costs incurred to date, net of impairments, and are not intended to reflect present or future values. The recoverability of these costs is dependent upon the discovery of economically recoverable ore reserves and the ability to obtain necessary financing for the development of future profitable production from the properties or realization of sufficient proceeds from the disposition of the properties.

At December 31, 2014, the Company reviewed its exploration and evaluation assets individually for indicators of impairment. Management believes that the Company’s exploration and evaluation assets have not yet reached a stage that permits a reasonable assessment of the economically recoverable reserves. In addition, exploration activities in relation to these assets are continuing or planned for the future. As such, no indicators that the carrying amount of these assets may exceed their recoverable amount were noted.

Page 15

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

Leased machinery

To support its operations, the Company may lease production equipment under finance lease agreements. At December 31, 2014, the Company did not have any assets under finance leases included in buildings, plant and equipment (December 31, 2013: $3.0 million).

Security

The Company’s Term loan (Note 13) is secured by a general security agreement covering all of the Company's assets, except those subordinated to bank debt.

Capitalized interest

At December 31, 2014, the Company did not capitalize any interest with respect to its Term loan (Note 13). For the year ended December 31, 2013, interest costs of $0.2 million relating to the Madsen project were capitalized in accordance with the Company’s accounting policy prior to the classification of this project as assets held for sale.

Mine Operating Costs by Function

December 31	2014		2013

Production costs	$	50,211	$	44,051
Depreciation and depletion		21,965		22,949
Impairments (Note 10)		-		63,835
	$	72,176	$	130,835

10.

Impairment Loss

The Company’s accounting policy requires assessment whether any indication of impairment exists at each of its mineral properties at the end of each reporting period.

2014 Indicators of Impairment

There have been no indicators of impairment at December 31, 2014 for the Company’s CGU (the Seabee Gold Mine and the Santoy Mine Complex). Therefore, according to IAS 36, Impairment of Assets, no further evaluation work was required for the Seabee Gold Operation. The Company also reviewed and concluded that a reversal of previous impairment charges was not warranted because indicators of reversal were not present.

2013 Indicators of Impairment

(a) Seabee Gold Operation

During 2013, due to revised assumptions relating to future production from the Seabee Gold Operation during the third quarter, it was determined that there were indicators of impairment and an estimate of the recoverable amount of the Company’s mineral properties was completed. This assessment was done at the Cash Generating Unit (“CGU”) level, which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. Fair Value Less Costs of Disposal (“FVLCD”) of the Company’s CGU was determined by calculating the net present value of the future cash flows expected to be generated by the CGU. Determining the recoverable amount required the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, exploration potential and operating performance. The estimates of future cash flows were derived from the Company’s most recent Life of Mine Plan (“LOMP”) utilizing an average estimated long-term gold price of CDN $1,435 per ounce to estimate future revenues. The future cash flows of the Company’s CGU were discounted using a real weighted average cost of capital (“WACC”) of 7.75 percent after taking into account the location, market risk and various other factors deemed applicable to the project.

Based on the Company’s estimate of FVLCD, total impairment losses of $22.2 million were recognized during 2013 because the carrying amount of the Company’s Seabee Gold Operation CGU exceeded its recoverable amount; as such, the Company’s Mineral properties balance was reduced by the amount of the impairment with a corresponding charge recognized in profit (loss).

Page 16

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

(b) Madsen Property

The Company completed the sale of the Madsen Property during the first quarter of 2014.

During 2013, the Company’s Madsen assets were classified as held for sale. Immediately before classification as held for sale, the Madsen assets were re-measured at the lower of their carrying amount and fair value less costs to sell. Based on the Company’s estimate of FVLCS, an impairment loss was recognized as the carrying amount of the Company’s Madsen Property exceeded its recoverable amount by $41.6 million; as such, the Company’s Mineral properties balance was reduced by the amount of the impairment with a corresponding charge recognized in profit (loss).

11.

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 4 to 10 years. During 2014, an accretion expense of $0.1 million has been charged (2013 - $0.2 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 year ended December 31, 2014 are as follows:

As at December 31,	2014		2013

Decommissioning and reclamation provision, beginning of year	$	6,447	$	9,163
Accretion		148		182
Revisions due to change in estimates and discount rate		203		(673	)
		6,798		8,672
Amount re-classified to Liabilities related to assets held for sale		-		(2,225	)
Decommissioning and reclamation provision, end of year	$	6,798	$	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 $2.1 million (December 31, 2013 - $2.2 million). As security for these letters of credit, the Company has provided investment certificates in the amount of $2.1 million (December 31, 2013 - $2.2 million).

As filed with the Government of Saskatchewan’s Ministry of Environment, the Company estimated in its Mine Closure Plan the closure costs at the cessation of mining at its Seabee Mine at $6.3 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 $2.1 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 four years as follows: 2015 - $0.5 million; 2016 - $1.0 million; 2017 - $1.0 million; and 2018 - $1.5 million.

12.

Accounts Payable and Accrued Liabilities:

As at December 31,	2014		2013

Trade payables	$	3,225	$	4,123
Accrued liabilities		2,554		820
Salaries and wages payable		2,363		2,054
	$	8,142	$	6,997

The fair value of accounts payable and accruals approximate their carrying amount. Trade payables relate mainly to the acquisition of materials, supplies and contractors services. These payables do not accrue interest and no guarantees have been granted.

Page 17

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

13.

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 22.

As at December 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

As at December 31,		2014			2013

Non-current liabilities
Term loan	(c)	$	21,581		$	23,628
Less current portion	(c)		(3,600	)		(23,628	)
		$	17,981		$	-

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 as 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. At December 31, 2014, the Company was bound by and met all covenants on this credit facility.

(a) Demand Loans

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

As at December 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.

(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.

Page 18

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

For the years ended December 31,	2014			2013

Term loan	$	25,000		$	25,000
Adjustments:
Closing costs		(1,627	)		(1,627	)
Amortization of closing costs		608			255
Principal repayments		(2,400	)		-
Current portion		(3,600	)		(23,628	)
	$	17,981		$	-

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
As at December 31,	2014		2014		2014

Less than one year	$	3,600	$	2,095	$	5,695
Between one and five years		19,000		3,498		22,498
	$	22,600	$	5,593	$	28,193

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.

(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 5.0 percent; the prime rate at December 31, 2014 was 3 percent. At December 31, 2014, this operating line of credit was undrawn. These funds are available for general corporate purposes. At December 31, 2014, the Company was bound by and met all covenants on this credit facility.

14.

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 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 promissory note which is classified as restricted for accounting purposes. 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.

Page 19

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

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)(d)		-		14,679		36,099		26,305		77,083
Interest receivable ⁽¹⁾			-		147		2,209		1,609		3,965
Interest Rate			-		6 percent		7 percent		7 percent
Maturity	(d)		DEC 10, 2014		FEB 15, 2015		FEB 15, 2016		FEB 15, 2017

Royalty Payments

Royalty Rate per ounce of gold produced ⁽²⁾			-		$65.00 to $112.45		$88.95 to $198.95		$48.64 to $147.05
Royalty payable (current) ⁽¹⁾	(b)(d)		-		654		2,195		1,586		4,435
Royalty obligation payable (long-term) ⁽¹⁾	(b)(d)		-		14,179		36,129		26,398		76,706

Net Profit Interest	(c)		-		-		-		-		-

Applicable years ⁽³⁾			-		2015		2015-2016		2015-2017
Percent			-		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			-		$875, $1,075 or $1,275		$975, $1,175 or $1,375		$1,250, $1,500 or $1,675

⁽¹⁾

At December 31, 2014.

⁽²⁾

Over the remaining life of the respective agreements.

⁽³⁾

The NPI pursuant to the 2004 Royalty Agreement expired on December 31, 2014.

(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:

As at December 31,	2014		2013

Current portion
Assets
Interest receivable on Restricted promissory notes	$	3,965	$	4,991
Restricted promissory note (2004 agreement)		-		6,776
Restricted promissory note (2005 agreement)		14,679		-
		18,644		11,767

Liabilities
Current portion of deferred revenue		942		1,075
Interest payable on royalty obligations		4,435		4,782
Royalty obligation (2004 agreement)		-		6,911

Page 20

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

*As at December 31,*	2014			2013

Royalty obligation (2005 agreement)		14,179			-
		19,556			12,768

Net royalty obligation (current)	$	(912	)	$	(1,001	)

As at December 31,	2014			2013

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

Liabilities
Deferred revenue		531			1,473
Royalty obligation		62,527			77,331
		63,058			78,804

Net royalty obligation (long-term)	$	(654	)	$	(1,826	)

Total net royalty obligation	$	(1,566	)	$	(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 December 31, 2014, the cumulative carry forward amounts remained in a deficiency position under each of the agreements and no payments are expected during 2015 or 2016.

(d) Call and Put

Under certain circumstances, a 100 percent owned subsidiary of Claude has 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.

During the year ended December 31, 2014, the Company’s 100 percent owned subsidiary exercised its call right to purchase the equity of the holder of the royalty pursuant to the 2004 Red Mile Royalty Agreement. Furthermore, subsequent to December 31, 2014, the same subsidiary exercised its call right to purchase the equity of the holder pursuant to the 2005 Red Mile Royalty Agreement. In each case, the restricted promissory note pursuant to the respective agreements was sufficient to satisfy the call price. At March 26, 2015, only the 2006 and 2007 Royalty Agreements remain.

15.

Share Capital:

AUTHORIZED

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.

Page 21

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

The common shares of the Company are entitled to vote at all meetings of the shareholders and, upon dissolution or any other distribution of assets, to receive such assets of the Company as are distributable to the holders of the common shares.

As at December 31,			2014					2013
	Shares					Shares
Common shares:

Outstanding, beginning of year		175,811,376	$	190,999			173,745,564	$	189,640
ESPP (a)		7,799,148		2,454			2,065,812		1,359
Equity issue (e)		4,545,454		1,000			-		-
Issue costs, net of income taxes		-		(210	)		-		-
Outstanding, end of year		188,155,978		194,243			175,811,376		190,999

Warrants and other equity:

Warrants (e) (f)				4,474					4,474
Tax adjusted cumulative issue costs				(228	)				(228	)
		188,155,978	$	198,489			175,811,376	$	195,245

The Company has the following equity-settled plans:

(a)

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 2014, the Company issued 7,799,148 common shares (2013 – 2,065,812) pursuant to 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. Subsequent to December 31, 2014, the Company issued 6,105,093 shares pursuant to 2014 participation in the plan.

The weighted average fair value of ESPP options granted during 2014 was $0.06 (2013 - $0.25) and, for accounting purposes, was estimated using the Black-Scholes option pricing model with assumptions of a 1.00 year weighted average expected option life (2013 – 1.00 year), a 19 percent expected forfeiture rate (2013 – 23 percent), 68 percent volatility (2013 – 61 percent) and an interest rate of 1.0 percent (2013 – 1.1 percent). 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.

During 2014, compensation expense recognized in respect of the ESPP was $0.3 million (2013 - $1.7 million). This compensation expense has been included in General and administrative expense in the Consolidated Statements of Income.

Page 22

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

(b)

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 December 31, 2014 and December 31, 2013 and their weighted average exercise prices are as follows:

				Weighted					Weighted
	DEC 31			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		1,096,576			0.21		1,937,268			0.43
Options exercised		-			-		-			-
Options forfeited		(475,000	)		1.05		(934,434	)		1.35
Options expired		(60,000	)		1.57		(15,000	)		1.79
Outstanding, end of year		8,497,937		$	1.07		7,936,361		$	1.19

There were no stock options exercised during 2014 or 2013.

For director and employee options outstanding at December 31, 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		2,880,341		5.75	$	0.36		887,366		5.48	$	0.44
$0.51 - $1.00		973,178		4.17		0.75		973,178		4.17		0.75
$1.01 - $1.50		2,339,673		3.83		1.20		2,339,673		3.83		1.20
$1.51 - $2.00		1,828,000		5.12		1.87		1,626,000		4.96		1.86
$2.01 - $2.38		476,745		6.18		2.32		405,396		6.17		2.31
		8,497,937		4.93	$	1.07		6,231,613		4.57	$	1.27

The foregoing options have expiry dates ranging from January 5, 2015 to December 11, 2021.

The weighted average fair value of stock options granted during 2014 was $0.13 and was estimated using the Black-Scholes option pricing model with assumptions of a 5.9 year weighted average expected option life, a 6.8 percent expected forfeiture rate, 74.2 percent volatility and interest rates ranging from 1.4 to 1.9 percent. The weighted average fair value of stock options granted during 2013 was $0.28 and was estimated using the Black-Scholes option pricing model with assumptions of a 6.1 year weighted average expected option life, a 4.8 percent expected forfeiture rate, 72.9 percent volatility and interest rates ranging from 1.4 to 2.1 percent.

For 2014, the compensation expense recognized in respect of stock options was $0.4 million (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.

Page 23

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

The Company has the following cash-settled plans:

(c)

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.

During 2014, the Company granted 3,043,481 DSUs to participating Directors. At December 31, 2014, total DSUs held by participating Directors was 3,302,985 (December 31, 2013 – 1,580,086). During 2014, the Company settled 1,320,582 DSUs in conjunction with the retirement of two Directors. Subsequent to December 31, 2014, the Company granted 517,123 DSUs to participating Directors.

Compensation expense recognized in respect of DSUs during 2014 was $1.0 million (2013 - $0.2 million). This compensation expense has been included in General and administrative expenses in the Consolidated Statements of Income.

(d)

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 2014, a total of 1,058,696 RSUs were granted to participants in the Company’s RSU plan. At December 31, 2014, total RSUs held by plan participants was 778,261.

During 2014, compensation expense recognized in respect of RSUs $0.2 million (2013 - $nil). This compensation expense has been included in General and administrative expenses in the Consolidated Statements of Income.

Equity Issue:

(e)

Credit Agreement Waiver

During 2013, the Company granted 5,750,000 common share purchase warrants priced at $0.70 per common share purchase warrant (Note 15(f)). The value of the common share purchase warrants on the date of issuance was $1.0 million. During the first quarter of 2014, pursuant to a credit agreement waiver with CCP, the warrants were cancelled for consideration of $1.0 million, which was paid with 4,545,454 common shares of the Company.

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

Exercise

Outstanding at

Price

Expiry Date *

DEC 31, 2013

Granted

Cancelled

DEC 31, 2014

0.70

April 5, 2018

5,750,000

* At December 31, 2014, there were no common share purchase warrants outstanding. This compares to 5.8 million common share purchase warrants outstanding at December 31, 2013. As noted above, 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 during the first quarter of 2014.

Page 24

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

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

16.

Finance Expense:

For the years ended December 31,	2014		2013

Interest expense on loans and borrowings	$	2,770	$	2,884
Interest capitalized to mineral properties		-		(211	)
Retirement of warrants		790		-
Debenture and Term Loan amortization		354		340
Accretion expense		148		182
	$	4,062	$	3,195

Finance expense paid for during 2014 was $2.8 million (December 31, 2013 - $2.9 million).

17.

Finance and Other Income:

For the years ended December 31,	2014			2013

Net royalty income	$	(1,261	)	$	(1,214	)
Other income		(165	)		(217	)
Derivative gain		(711	)		(1,249	)
Interest income		(110	)		(32	)
	$	(2,247	)	$	(2,712	)

Finance and other income received during 2014 was $1.0 million (December 31, 2013 - $1.5 million).

18.

Personnel Expenses:

For the years ended December 31,	2014		2013

Wages and salaries	$	32,812	$	35,182
Canadian Pension Plan (CPP) and EI remittances		1,216		1,305
	$	34,028	$	36,487

19.

Related Party Transactions:

Key Management Personnel

Compensation of key management personnel of the Company:

For the years ended December 31,	2014		2013

Cash compensation – Salaries, short-term incentives and other Benefits	$	1,655	$	1,406
Long term incentives, including share-based payments		1,120		1,069
Total compensation paid to key management personnel	$	2,775	$	2,475

Page 25

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

The Company’s Executive Leadership Team (consisting of the Chief Executive Officer and the Chief Financial Officer) are considered to be Key Management Personnel. In addition, members of the Company’s Board of Directors are included in this definition, as defined by IAS 24, Related Party Disclosures.

Compensation of the Company’s key management personnel includes salaries, non-cash benefits and board fees. Executive officers also participate in the Company’s ESPP, stock compensation program and RSU program. The Board of Directors also participate in the DSU program.

20.

Income Taxes:

(a) Effective tax rate reconciliation

The provision for income tax, both current and deferred, differs from the amount calculated by applying the combined expected federal and provincial income tax rate to profit before income tax. The reasons for these differences are as follows:

For the years ended December 31,	2014			2013

Profit (loss) before income taxes	$	4,552		$	(74,843	)
Federal and Provincial statutory income tax rate		27.0	%		27.0	%
Expected tax (recovery) expense		1,229			(20,208	)

Permanent differences		89			556
Other		(174	)		23
Loss of resource pools on sale of Madsen Gold Project		4,991			-
Decrease in tax assets related to royalty payable		255			66
Tax assets not recorded		(6,390	)		18,143
Income tax recovery	$	-		$	(1,420	)

(b) Income tax recognized directly in Other comprehensive income (loss)

Other comprehensive income included on the consolidated statements of comprehensive income (loss) is presented net of income taxes. The following income tax amounts are included in each component of other comprehensive income (loss):

For the year ended December 31, 2013:

				Income tax
	Before tax			(recovery) expense			Net of tax

Other comprehensive income (loss)

Loss on available for sale securities transferred to profit		262			(35	)		227
Unrealized loss on available for sale securities		(231	)		32			(199	)
		31			(3	)		28

For the year ended December 31, 2014:

				Income tax
	Before tax			(recovery) expense		Net of tax

Other comprehensive income (loss)

Gain on available for sale securities transferred to profit		(1,317	)		-		(1,317	)
Unrealized gain on available for sale securities		1,425			-		1,425
		108			-		108

Page 26

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

(c) Significant components of recognized Deferred income tax assets (liabilities)

The significant components of deferred income tax assets/liabilities are as follows:

										Recognized in
				Recognized			Recognized			other
	JAN 1			in			directly			comprehensive		DEC 31
	2013			Net profit			to equity			Income		2013

Deferred income tax assets (liabilities)
Financing charges		688			(430	)		(258	)		-		-
Decommissioning and reclamation		2,475			(2,475	)		-			-		-
Net royalty obligation		2,505			(2,505	)		-			-		-
Investments		-			(3	)		-			3		-
Mineral properties		(7,815	)		7,815			-			-		-
Loss carry forwards		1,002			(1,002	)		-			-		-
Other		48			20			(68	)		-		-
Total Deferred income tax assets (liabilities)		(1,097	)		1,420			(326	)		3		-

							Recognized in
			Recognized		Recognized		other
	JAN 1		in		directly		comprehensive		DEC 31
	2014		Net profit		to equity		Income		2014

Deferred income tax assets (liabilities)
Financing charges		-		-		-		-		-
Decommissioning and reclamation		-		-		-		-		-
Net royalty obligation		-		-		-		-		-
Investments		-		-		-		-		-
Mineral properties		-		-		-		-		-
Loss carry forwards		-		-		-		-		-
Other		-		-		-		-		-
Total Deferred income tax assets (liabilities)		-		-		-		-		-

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.

(d) Significant components of unrecognized Deferred income tax assets (liabilities)

The significant components of unrecognized deferred income tax assets/liabilities are as follows:

	JAN 1 2013		Tax assets not recognized in net income		Tax assets not recognized in equity		Tax assets not recognized in other comprehensive income		DEC 31 2013

Deferred income tax assets (liabilities)
Financing charges		-		165		-		-		165
Decommissioning and reclamation		-		2,342		-		-		2,342
Net royalty obligation		-		2,017		-		-		2,017
Investments		247		32		-		-		279
Mineral properties		-		12,532		-		-		12,532
Loss carry forwards		-		989		-		-		989
Other		-		66		-		-		66
		247		18,143		-		-		18,390

Page 27

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

	JAN 1 2014		Tax assets not recognized in net income			Tax assets not recognized in equity		Tax assets not recognized in other comprehensive income		DEC 31 2014

Deferred income tax assets (liabilities)
Financing charges		165		30			-		-		195
Decommissioning and reclamation		2,342		(507	)		-		-		1,835
Net royalty obligation		2,017		(678	)		-		-		1,339
Investments		279		(168	)		-		-		111
Mineral properties		12,532		(5,275	)		-		-		7,257
Loss carry forwards		989		-			-		-		989
Other		66		208			-		-		274
		18,390		(6,390	)		-		-		12,000

(e) Unrecognized Income Tax Credits

The Company has $4.1 million (2013 - $4.2 million) of unused income tax credits that can be applied against future taxes payable. No deferred tax asset or income tax credit receivable has been recognized as it is not probable that future taxable profits will be available to utilize the credits. The income tax credit will expire, if unused, as follows:

	2014

2026	$	61
2027		539
2028		314
2029		230
2030		273
2031		700
2032		1,843
2033		157
2034		11
	$	4,128

(f) Unrecognized Tax Loss Carryforwards

The Company has tax loss carryforward balances that have not been recognized. No deferred tax asset has been recognized as it is not probable that they will be utilized. The tax loss carryforward balance and year of expiry are summarized as follows:

	2014

2025	$	283
2026		278
2027		313
2028		287
2029		779
2030		1,143
2031		489
2032		90
2033		96
	$	3,758

Page 28

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

21.

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.

For the years ended December 31,	2014		2013

Net profit (loss) attributable to common Shareholders	$	4,552	$	(73,423	)
Weighted average number of common shares outstanding (basic)		186,645		175,562
Basic net profit (loss) per share	$	0.02	$	(0.42	)

Diluted:

For the years ended December 31,	2014		2013

Net profit (loss) attributable to common Shareholders	$	4,552	$	(73,423	)
Weighted average number of common shares outstanding		186,645		175,562
Dilutive effect of stock options		232		-
Dilutive effect of warrants		-		-
Weighted average number of common Shares outstanding (diluted)		186,877		175,562
Diluted net profit (loss) per share	$	0.02	$	(0.42	)

Excluded from the computation of diluted earnings per share for the year ended December 31, 2014 were options outstanding on 7.7 million common shares with an average exercise price greater than the average market price of the Company’s common shares.

For the year ended December 31, 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.

22.

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.

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.

Page 29

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

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.

	Payments/Commitments due by period
At December 31, 2014	Total		Less than 1 year		2-3 Years		4-5 Years		More than 5 years
Contractual Obligation

Term loan		22,600		3,600		7,200		11,800		-
Interest on term loan		5,593		2,095		3,110		388		-
Decommissioning and reclamation		4,000		500		2,000		1,500		-
Office lease		356		194		162		-		-
		32,549		6,389		12,472		13,688		-

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 2014 actuals, earnings and cash flow will have a corresponding movement of $1.0 million, or $0.01 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, the Company’s line of credit 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 2014 actuals, earnings and cash flow will have a corresponding movement of CDN $0.7 million, or $0.00 per share.

At December 31, 2014, the Company had derivative instruments outstanding in the form of forward sales contracts relating to 2015 production totaling 16,000 ounces. The market value gain inherent in these contracts at December 31, 2014 was $0.5 million. The Company did not have any derivative instruments outstanding at December 31, 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.

Page 30

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

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:

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:

As at December 31,	2014				2013
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value

Loans and receivables
Cash and cash equivalents ⁽¹⁾	$	11,172	$	11,172		-		-
Short-term investments ⁽¹⁾		-		-	$	1,500	$	1,500
Accounts receivable ⁽²⁾		2,710		2,710		2,873		2,873
Available-for-sale financial assets
Investments ⁽¹⁾		1,177		1,177		143		143
Held-to-maturity
Deposits for reclamation costs		2,079		2,079		2,237		2,237
Other financial assets
Assets held for sale		-		-		13,423		13,423
Derivative instruments ⁽³⁾		535		535		-		-
Other financial liabilities
Bank indebtedness		-		-		8,623		8,623
Demand and revolving loans		-		-		7,950		7,950
Accounts payable		8,142		8,142		6,997		6,997
Liabilities related to assets held for sale		-		-		2,316		2,316
Net royalty obligations		1,566		1,566		2,827		2,827
Term loan		21,581		22,600		23,628		25,000

⁽¹⁾

Based on quoted market prices – Level 1.

⁽²⁾

At December 31, 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 31

Claude Resources Inc.

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2014 and 2013

Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted

23.

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 year ended December 31, 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.

As at December 31,				2014			2013
	Interest		Maturity
Demand loans				$	-		$	2,950
Revolving loan					-			5,000
Finance lease liabilities					-			291
Term loan *	10.00	%	Apr/2018		21,581			23,628
Total debt				$	21,581		$	31,869

Shareholders’ equity					129,425			122,596

Debt to equity					16.7	%		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 13).

At December 31, 2014, the Company is bound by and has met all covenants on its credit facilities.

Page 32

Exhibit 99.3

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 years ended December 31, 2014 and 2013 is prepared as of March 26, 2015. 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 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 marketplace (OTCQB – CLGRF). The Company also engages in the exploration and development of gold Mineral Reserves and Mineral Resources.

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 setting production of 62,984 ounces of gold during 2014 which was 44 percent higher year over year (2013 - 43,850 ounces produced). This increase was attributable to a 43 percent increase in grade year over year.

Tonnes Milled: Mill throughput was 279,597 tonnes at 7.32 grams per tonne with a recovery of 95.7 percent during 2014 (2013 – 280,054 tonnes at 5.11 grams per tonne with a recovery of 95.3 percent).

Santoy Gap: Mined initial development ore during the first half of 2014 with long-hole production (originally forecast 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.

Santoy Gap

The Santoy Gap deposit is significant 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 in this deposit. This provides the opportunity to increase production and also increase margins and cash flow.

Claude Resources Inc.

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

In 2014, the Santoy Gap deposit has produced nearly 47,600 tonnes at an average grade of 7.96 grams of gold per tonne, four percent above the updated (2014) reserve grade. During the third quarter, the Company engaged an engineering firm to update areas 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 low and the Company expects to fund its organic growth through internal cash flows.

The Company completed 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). Exploration results at the Santoy Mine Complex demonstrate that this system has the potential to increase resources beyond current levels. During 2015, one of the key targets will be to follow-up the result from drill hole JOY-13-692, an exploration intercept from 2013 that graded 18.80 grams per tonne over 13.86 metres (including 30.08 grams per tonne over 7.09 metres).

Seabee Mine Alimak Mining Method

During 2014, the Company commenced 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 key benefits of the Alimak mining method is that it requires significantly less development which then decreases overall costs and time to production. 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 instrumental driver in the Seabee Mine achieving year to date production of approximately 450 tonnes per day at an average grade of 9.10 grams of gold per tonne.

Financial

Revenue: $87.4 million generated from a 40 percent increase in ounces sold ( 2014 - 62,772 ounces; 2013 - 44,823 ounces) at an average price of CDN $1,392 (U.S. $1,260), a 37 percent increase from 2013 revenue of $63.8 million at an average price of $1,423 (U.S. $1,382).

Net profit (loss): Net profit of $4.6 million, or $0.02 per share (2013 – net loss of $73.4 million, or $0.42 per share, after impairment charges of $63.8 million.

Adjusted Net profit (loss) ⁽¹⁾: $3.9 million, or $0.02 per share, after adjusting for deferred income tax (recovery) expense and non-operational items such as impairment charges and gain (loss) on sale of assets and investments (2013 - adjusted net loss of $10.7 million, or $0.06 per share).

All-in sustaining costs⁽¹⁾: $82.2 million, or CDN $1,310 (U.S. $1,186) per ounce (2013 - $83.1 million, or CDN $1,855 (U.S. $1,801) per ounce), a decrease of 29 percent.

Cash cost per ounce of gold ⁽¹⁾: CDN $836 (U.S. $757) per ounce for the year ended December 31, 2014 was 15 percent lower than the CDN $983 (U.S. $954) per ounce for 2013 a decrease of 15 percent.

Cash flow from operations before net changes in non-cash operating working capital ⁽²⁾: $26.5 million, or $0.14 per share (2013 – $13.8 million, or $0.08 per share).

Working capital: $23.9 million (December 31, 2013 – working capital deficiency of $11.9 million).

Debt reduction of $10.6 million and repayment of $8.6 million on the Company’s line of credit during 2014.

Cash and cash equivalents of $11.2 million at December 31, 2014.

Claude Resources Inc.

Page 2

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Mineral Reserves and Mineral Resources

Proven and Probable Mineral Reserves at November 30, 2014 were 299,000 ounces of gold. The Santoy Gap deposit contributed 196,300 ounces of this total. Measured and Indicated (“M&I”) Mineral Resources at November 30, 2014 were 125,200 ounces of contained gold. The Santoy Gap deposit contributed 33,400 ounces of this total. Inferred Mineral Resources totalled 847,300 ounces; the Santoy Gap deposit contributed 318,100 of this total.

Proven and Probable Mineral Reserves grade increased by 23 percent to 7.03 grams per tonne. This increase was driven by Santoy Gap’s Mineral Reserve grade of 7.64 grams per tonne, a 35 percent increase over 2013.

Exploration

Seabee Gold Operation:

During 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.

Over 54,000 metres of underground drilling was completed at the Seabee Gold Operation during 2014. The Company’s focus was on 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.

Amisk Gold Project:

During 2014, there was no exploration activity for the Amisk Gold Project.

Outlook

Corporate Outlook

In the future, Claude will continue to:

Continue to seek improvements in all areas of safety, health and the environment in our operations;

	ii)	Focus on cost containment, improving margins and sustaining a production profile of over 60,000 ounces per year at the Seabee Gold Operation;
	iii)	Reduce debt and strengthen its Balance Sheet; and

iv)

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

Operating and Financial Outlook

Gold production during 2015 at the Seabee Gold Operation is estimated to range between 60,000 and 65,000 ounces of gold. Operating costs in 2015 are expected to be marginally lower than 2014 with unit cash costs to range from $785 to $850 per ounce, inclusive of royalties. All-in sustaining costs are expected to range from $1,175 to $1,275 per ounce. Quarterly operating results are expected to fluctuate throughout 2015; as such, they will not necessarily be reflective of the full year average.

With cash and cash equivalents of $11.2 million at December 31, 2014, Management believes that operating cash flows (at current gold prices and forecast production) will be sufficient to fund the 2015 Winter Ice Road resupply requirements, service all debt (principal and interest) and further development opportunities at the Seabee Gold Operation.

Claude Resources Inc.

Page 3

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Forecast and Capital Outlook

During 2015, capital expenditures at the Seabee Gold Operation are expected to include continued investment and upgrades that are estimated to total $19.9 million, funded from cash and cash equivalents on hand at December 31, 2014 and from operating cash flow generated during 2015. This 10 percent reduction from 2014 expenditures of $22.0 million is due to reduced underground development costs attributable to the transition to the Alimak mining method at the L62 and the lower development capital intensity of the Santoy Gap Deposit.

Table 1: Capital Expenditures (CDN$ million)

	2015 Forecast		2014 Actual
Capital Development	$	13.8	$	17.0
Property, Plant and Equipment		6.1		5.0
Total	$	19.9	$	22.0

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 2015 is forecast to be approximately $0.7 million (2014 - $0.2 million).

At the Seabee Gold Operation, exploration expenditures will continue to focus on 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:

Table 2: Summary of Estimated 2015 Drilling at Seabee

Area	Target	Metres
Seabee Operations	Seabee underground		30,000
Santoy Mine Complex	Santoy 8 and Gap underground		35,000
Total:			65,000

mission and vision

The Company’s mission is to create and deliver outstanding stakeholder value through the exploration, development and mining of gold and other precious metals. Its vision is to be valued by all stakeholders for its ability to discover, develop and produce gold and other precious metals in a disciplined, safe, environmentally responsible and profitable manner.

goals and key performance drivers – Measuring the Company’s Results

The Company’s goals and key performance drivers include:

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

Improving operating margins at the Seabee Gold Operation;

Sustaining or building reserves and resources at the Seabee Gold Operation through targeted exploration and development;

Maintaining financial capacity and liquidity in order to reduce financial risk;

Taking steps to evaluate strategically attractive opportunities and accretive transactions; and

Ensuring that the Company’s share price reflects underlying value.

Safety, Health and the Environment

The Company continues to seek improvements in all areas of Safety, Health and Environmental performance.

Claude Resources Inc.

Page 4

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

To measure its objectives relating to the Environment, the Company utilizes a Safety, Health and Environment Management System (“SHEMS”). In the areas of Safety and Health, the Company utilizes the Total Recordable Incident Rate (“TRIR”) metric, a standard industry rating that is used to determine the frequency of serious injuries (medical incidents and higher) that a company has for every 200,000 hours worked. Management utilizes the TRIR metric because it encompasses all incidents that have caused serious harm to the Company’s workforce, thereby enabling the Company to be more proactive with its policies and procedures designed to improve and maintain safety. During 2014, Claude continued to make great progress in this metric and achieved a Company record of 2.5 per 200,000 hours (2013 – 3.6 per 200,000 hours; 2012 – 8.2 per 200,000 hours). Notwithstanding these results, the Company continues to monitor systems and processes with the intention of improving this statistic while striving for zero injuries. The Company has continued to make great strides with respect to its Environment Management System and reportable incidents remained consistent and non-compliance incidents were half of those reported in the prior year.

Production, Gold Price Realized and Unit Operating Costs at the Seabee Gold Operation

During 2014, at the Seabee Mine, the Company successfully changed its mining method to Alimak mining. In addition, commencement of long-hole production was achieved at the Santoy Gap deposit. During 2014, the Company achieved a 40 percent increase in gold sales (2014 – 62,772; 2013 – 44,823 ounces) reported offset by a two percent decrease in Canadian dollar gold prices realized (2014 - $1,392 (U.S. $1,260); 2013 - $1,423 (U.S. $1,382).

Total cash cost per ounce of gold ⁽¹⁾ sold for 2014, inclusive of the NSR Royalty costs, decreased 15 percent to CDN $836 (U.S. $757) per ounce from CDN $983 (U.S. $954) during 2013, a result of a 14 percent increase in production costs offset by a 40 percent increase in ounces sold. All-in sustaining costs ⁽¹⁾ during 2014 were $82.2 million, or CDN $1,310 (U.S. $1,186) per ounce (2013 - $83.1 million, or CDN $1,855 (U.S. $1,801) per ounce).

During 2015, the Company will continue to focus on the profitability of the Seabee Gold Operation through a combination of improved grade control, cost controls and developing the production profile at higher grade ore bodies, including the L62 and Santoy Gap deposits. The Santoy Gap deposit is expected to average 500 tonnes per day, accounting for approximately 60 percent of 2015’s overall production.

Resource Base

Results obtained from drilling completed during 2014 from the Santoy Gap deposit were incorporated into, and continued to have a positive impact on, the Seabee Mine’s updated NI 43-101 resource calculation as at November 30, 2014. At November 30, 2014, Proven and Probable reserves at the Seabee Gold Operation were 1,323,100 tonnes, grading 7.03 grams per tonne or 299,000 ounces of gold. Measured and Indicted Mineral Resources at the Seabee Gold Operation were 125,200 ounces, grading 5.98 grams per tonne, and Inferred Mineral Resources totalling 847,300 ounces grading 7.96 grams per tonne.

Financial Capacity

During 2014, in conjunction with the sale of the Madsen Gold Project, the Company repaid its $5.0 million revolving loan. In addition, the Company completed a a three percent Net Smelter Royalty (“NSR”) agreement on the Seabee Gold Operation for gross proceeds of U.S. $12.0 million. The combination of the sale of the Madsen Gold Project and the sale of the royalty considerably improved the Company’s financial strength. At December 31, 2014, the Company had cash and cash equivalents of $11.2 million (December 31, 2013 – Bank indebtedness of $8.6 million) and working capital of $23.9 million (December 31, 2013 – working capital deficiency of $11.9 million).

Strategically Attractive and Accretive Transactions

The Company will continue to review and evaluate transactions with the potential to be accretive shareholder value.

Claude Resources Inc.

Page 5

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Shareholder Value

The Company continues to make what it believes to be the best decisions to maximize shareholder value. These decisions include:

closing the sale of Madsen and closing the sale of the NSR on the Seabee Gold Operation in the first quarter of 2014;

debt reduction of $10.6 million and repayment of $8.6 million on the Company’s line of credit during 2014;

successful transition to the Alimak mining method on the L62 deposit;

mining initial development ore at the Santoy Gap during the first half of 2014 with long-hole production (originally forecast to begin in the fourth quarter of 2014) initiated ahead of schedule during the third quarter;

developing an updated Life of Mine Plan at Seabee which forecasts an increase to annual production; and

taking steps to evaluate accretive and strategically attractive transactions.

During 2015 and beyond, the Company will continue to develop shareholder value by further implementing cost control programs, systems and processes intended to reduce overall operating costs at the Seabee Gold Operation. Furthermore, based on its high-grade ore and size, the Santoy Gap deposit demonstrates the potential that exists to grow production at the Seabee Gold Operation and the ability to find high grade ounces near current mine infrastructure.

Mining Operation 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 developing deposits of higher grades and margins (L62, Santoy Gap), with continued focus on control of all areas of input 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 2014, the Company milled 279,597 tonnes at a grade of 7.32 grams of gold per tonne (2013 – 280,054 tonnes at a grade of 5.11 grams of gold per tonne). With mill tonnage and recoveries relatively unchanged year over year, the increase in ounces produced is attributable to the 43 percent increase in grade.

Table 3: Seabee Gold Operation Annual Production Statistics
December 31	2014			2013			Change

Operating Data
Tonnes Milled		279,597			280,054			-
Head Grade (grams per tonne)		7.32			5.11			43	%
Recovery (%)		95.7	%		95.3	%		-
Gold Ounces
Produced		62,984			43,850			44	%
Sold		62,772			44,823			40	%

Seabee Mine

During 2014, the Seabee Mine produced 42,022 ounces of gold (2013 – 26,132 ounces). This increase was attributable to a 10 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 45 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 where mined grades have been reconciling above reserve grades.

Claude Resources Inc.

Page 6

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Table 4: Seabee Mine Annual Production Statistics
December 31	2014		2013		Change

Tonnes Milled		155,163		140,550		10	%
Tonnes per Day		425		385		10	%
Head Grade (grams per tonne)		8.81		6.07		45	%
Gold Produced (ounces)		42,022		26,132		61	%

Santoy Mine Complex

During 2014, the Santoy Mine Complex produced 20,962 ounces of gold (2013 – 17,718 ounces) from the Santoy Gap and Santoy 8 deposits. Year over year, this result is attributable to a 32 percent increase in grade offset by an 11 percent decrease in tonnes (due to increased contribution from the Seabee Mine’s L62 Deposit). Production from the Santoy Gap deposit was 47,600 tonnes at 7.96 grams per tonne. In 2015, plans are to move from one mining front to three, driving increased production and stope availability while reducing production risk.

Table 5: Santoy Mine Complex Annual Production Statistics
December 31	2014		2013		Change

Tonnes Milled		124,434		139,504		(11	)%
Tonnes per Day		341		382		(11	)%
Head Grade (grams per tonne)		5.46		4.15		32	%
Gold Produced (ounces)		20,962		17,718		18	%

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 and work on this project will continue in 2015. When completed, this facility will be permitted up to 460 metre elevation and will have the capacity to store mill tailings from milling ore from the Seabee Mill until approximately 2020. The Company is currently in the process of planning tailings capacity expansion beyond 2020. This will support the extension of Seabee’s mine life and provide additional tailings capacity to process ore from the Santoy Mine Complex.

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. In addition to ongoing work and the infill drill program, the Company completed the 290 metre ventilation raise at the Santoy Gap deposit. The completion of the ventilation raise marked a critical milestone in driving increased underground productivity to advance the ore body towards safe and sustainable production. 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.

Claude Resources Inc.

Page 7

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Financial Results of Operations

Highlights

Table 6: Highlights of Financial Results of Operations
	2014		2013			2012		Change from 2013 to 2014

Revenue	$	87,372	$	63,794		$	80,808		37	%
Production costs	$	50,211	$	44,051		$	48,535		14	%
Gross profit (loss)	$	12,932	$	(3,206	)	$	16,592		503	%
Impairment charge*	$	-	$	63,835		$	-		-
Net profit (loss)*	$	4,552	$	(73,423	)	$	5,569		106	%
Earnings (loss) per share (basic and diluted)	$	0.02	$	(0.42	)	$	0.03

Average realized price per ounce (CDN$)	$	1,392	$	1,423		$	1,660		(2	)%
Average realized price per ounce (U.S.$)	$	1,260	$	1,382		$	1,661		(9	)%
Cash Cost per ounce (CDN$/oz) ⁽¹⁾	$	836	$	983		$	997		(15	)%
Cash Cost per ounce (U.S.$/oz) ⁽¹⁾	$	757	$	954		$	998		(21	)%
All-In Sustaining Cost per ounce (CDN$)⁽¹⁾	$	1,310	$	1,855		$	2,242		(29	)%
All-In Sustaining Costs (U.S.$/oz) ⁽¹⁾	$	1,186	$	1,801		$	2,243		(34	)%

^*2013 figures include impairment charges of $22.2 million on the Company’s Seabee Gold Operation and impairment charges of $41.6 million on the Company’s recently sold Madsen Property.

During 2014, the Company continued various initiatives intended to improve profitability at the Seabee Gold Operation through a combination of cost controls and expediting the development of production profiles at the L62 and Santoy Gap deposits. 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 2015 and beyond.

Net Profit (Loss)

For the year ended December 31, 2014, the Company recorded net profit of $4.6 million, or $0.02 per share. This compares to a net loss of $73.4 million, or $0.42 per share, after $63.8 million of impairment charges which were partially offset by a $1.4 million deferred income tax recovery for the year ended December 31, 2013 (2012 - net profit of $5.6 million, or $0.03 per share, after a deferred tax expense of $3.0 million). Profit from operations before income tax in 2014 was $4.6 million, or $0.02 per share (2013 – Net loss of $74.8 million, or $0.43 per share; 2012 – Profit of $8.5 million, or $0.05 per share), largely attributable to higher revenue associated with increased gold sales year over year and due to impairment charges incurred during 2013. The Company’s profit trends with changes in revenue and expenditures, which has been significantly impacted by the price of gold, annual production and the Company’s cash flow optimization plan, respectively. Management is focused on continuing to pursue best practices intended to stabilize unit production costs and has engaged external consultants to provide additional feedback and recommendations on improving operational efficiencies.

Revenue

Gold revenue from the Company’s Seabee Gold Operation for the year ended December 31, 2014 increased 37 percent to $87.4 million from the $63.8 million reported for the year ended December 31, 2013 (December 31, 2012 - $80.8 million).

Claude Resources Inc.

Page 8

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Three-year trend

The increase in gold revenue in 2014 was attributable to a 40 percent increase in gold sales volume (2014 – 62,772; 2013 – 44,823 ounces; and 2012 – 48,672 ounces) due to higher ore grades offset by a two percent decrease in Canadian dollar gold prices realized (2014 - $1,392 (U.S. $1,260); 2013 - $1,423 (U.S. $1,382); and 2012 - $1,660 (U.S. $1,661)). The decrease in realized price for the year ended December 31, 2014 reflects the decrease in market gold prices which averaged U.S. $1,266 per ounce during 2014 compared to market gold prices of U.S. $1,411per ounce during 2013 (2012 – U.S. $1,669).

Figure 1: Average Gold Price (London PM Fix – US$)

Production Costs

For the year ended December 31, 2014, mine production costs of $50.2 million (2013 - $44.1 million) were 14 percent higher year over year; this increase was largely a function of the transition to the Alimak mining method at Seabee, which is offset by lower development costs. All-in sustaining costs ⁽¹⁾ during 2014 were $82.2 million, or CDN $1,310 (U.S. $1,186) per ounce (2013 - $83.1 million, or CDN $1,855 (U.S. $1,801) per ounce). For 2014, total cash cost per ounce of gold ⁽¹⁾, inclusive of the NSR Royalty costs, of CDN $836 (U.S. $757) per ounce decreased from CDN $983 (U.S. $954) during 2013. These results are attributable to 40 percent more ounces sold year over year, a reflection of consistent tonnes and higher grade.

Production Royalty

During 2014, the Company completed a three percent NSR 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 year ended December 31, 2014, royalties incurred were $2.3 million (2013 - $nil).

Depreciation and Depletion

For 2014, depreciation and depletion was $22.0 million (2013 - $22.9 million), down four percent year over year. These results are attributable to an increase in the Seabee Gold Operation’s asset base more than offset by an increase in the Seabee Gold Operation’s reserves, both of which were impacted by bringing Santoy Gap’s asset base and reserves into the calculation of depletion during the third quarter.

Claude Resources Inc.

Page 9

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

General and Administrative Expense

General and administrative expense of $7.2 million for the year ended December 31, 2014 was relatively unchanged from 2013.

Table 7: Corporate General and Administrative Expense
December 31	2014		2013		Change

Direct administration	$	5,319	$	4,658		14	%
Stock-based compensation		668		2,274		(71	)%
Deferred share units		1,034		68		1,421	%
Restricted share units		219		57		284	%
Total General and Administrative	$	7,240	$	7,057		3	%

Finance Expense

Finance expense includes interest expense, accretion expense and derivative losses. For the year ended December 31, 2014, Finance expense was $4.1 million (2013 - $3.2 million). This increase is attributable to interest expense associated with the Company’s loans and expenses related to the value of the shares issued as payment for a waiver granted by Crown Capital Partners Inc. (“CCP”) in connection with a credit agreement.

Finance and Other Income

Finance and other income consists of interest income, production royalties pursuant to the Red Mile Royalty transactions, derivative gains and other miscellaneous income. For the year ended December 31, 2014, finance and other income was $2.2 million (2013 – $2.7 million). This result is attributable to a decrease in derivative gains and miscellaneous revenue.

Impairment Charge

The Company’s accounting policy requires assessment whether any indication of impairment exists at each of its mineral properties at the end of each reporting period. For the year ended December 31, 2014, no impairment charges were recorded. For the year ended December 31, 2013, an impairment charge of $63.8 million was recorded ($22.2 of which related to the Company’s Seabee Gold Operation and $41.6 million of which related to the Company’s Madsen Project, which was sold in the first quarter of 2014.

Loss on Sale of Assets

For the year ended December 31, 2014, loss on sale of assets of $0.6 million (2013 - $nil) relates to the sale of the Madsen Project completed in the first quarter of 2014.

(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 year ended December 31, 2014, gain on investments was $1.3 million (2013 - loss of $0.3 million). Year over year, the increase noted is attributable to disposing of 5.7 million of the 9.8 million shares in Pure Gold Mining Inc. received pursuant to the sale of the Madsen Gold Project.

Deferred Income Tax (Recovery) Expense

For 2014, the Company had a deferred income tax recovery of $nil (2013 - deferred tax recovery of $1.4 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 based on its current operations.

Claude Resources Inc.

Page 10

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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 8: Schedule of Capital Structure of the Company
December 31				2014			2013
	Interest		Maturity
Demand loans				$	-		$	2,950
Revolving loan					-			5,000
Finance lease liabilities					-			291
Term loan*	10.00	%	April/2018		21,581			23,628
Total debt *				$	21,581		$	31,869

Shareholders’ equity					129,425			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 December 31, 2014, the principal balance owing on the Company’s Term loan was $22.6 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.

Cash, Cash Equivalents and Cash Flow

The Company had cash and cash equivalents of $11.2 million at December 31, 2014 (December 31, 2013 - bank indebtedness of $8.6 million). Short-term investments at December 31, 2014 decreased to $1.2 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.

Claude Resources Inc.

Page 11

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

During 2014, the Company’s cash flow from operations before net changes in non-cash operating working capital ⁽²⁾ was $26.5 million, or $0.14 per share (2013 - $13.8 million, or $0.08 per share). Cash provided by operating activities was $26.9 million, a $13.3 million increase compared to 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 December 31, 2014, the Company had working capital of $23.9 million (December 31, 2013 – working capital deficiency of $11.9 million).

Investing Activities

Cash provided by investing activities amounted to $3.1 million for the year ended December 31, 2014 (2013 – ($33.4) million). Investing activities included the proceeds from the sale of an NSR (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 $25.6 million). These were offset by Mineral property expenditures of $22.2 million during 2014, a $9.7 million decrease over 2013. These mineral property expenditures were largely comprised of underground development of $17.0 million and property, plant and equipment additions of $5.0 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 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, $2.4 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 $9.9 million. This compares to a net financing cash inflow of $16.4 million during 2013, which consisted of $0.7 million in funding received from the Company’s ESPP, demand loan proceeds of $5.0 million and net Term loan proceeds of $24.3 million; these proceeds were offset by debenture, demand loan and capital lease repayments totaling $13.6 million.

During 2014, in addition to interest payments, monthly principal payments of $0.3 million began in May 2014 and will continue until the Term Loan matures in 2018, at which time a lump sum principal payment of $10.9 million will be due. A total of $2.4 million of Term Loan principal payments were made during 2014 (2013 – nil).

In 2014, the Company announced that it had completed a private placement (the “Private Placement”) of common shares in the capital of Claude (“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, being the market price of the Common Shares within the meaning of the Toronto Stock Exchange Company Manual, to 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, as well as the modification of certain covenants. Concurrently with satisfaction of this one-time payment, the 5.75 million common share purchase warrants pursuant to the original agreement were cancelled.

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.

Claude Resources Inc.

Page 12

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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 December 31, 2014, the Company had derivative instruments outstanding in the form of forward sales contracts relating to 2015 production totaling 16,000 ounces; at December 31, 2013, the Company did not have any derivative instruments outstanding. The market value gain inherent in these contracts at December 31, 2014 was $0.5 million (2013 - $nil). 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.

Contractual Obligations

The Company’s contractual and other obligations as at December 31, 2014 are summarized as follows:

Table 9: Schedule of Payments / Commitments due by Period
	Total		Less than 1 year		2-3 Years		4-5 Years		More than 5 years
Contractual Obligation
Term loan		22,600		3,600		7,200		11,800		-
Interest on term loan		5,593		2,095		3,110		388		-
Decommissioning and reclamation		4,000		500		2,000		1,500		-
Office lease		356		194		162		-		-
		32,549		6,389		12,472		13,688		-

Claude Resources Inc.

Page 13

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

In addition to the above, the Company has a three percent NSR with Orion Mine Finance Fund on all future gold sales at the Seabee Gold Operation. The NSR agreement provides the Company with the option, which expires on December 31, 2016, to repurchase half or 1.5 percent of the 3 percent NSR for U.S. $12 million.

Statements of Financial Position

Highlights

Table 10: Select Statements of Financial Position Data
							Change from
December 31	2014		2013 ^*		2012		2013 to 2014

Total assets	$	167,512	$	181,675	$	234,517		(8	)%
Non-current liabilities	$	25,433	$	8,273	$	13,756		207	%

^*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 December 31, 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 $167.5 million at December 31, 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 $14.2 million net decrease resulted largely from increases of: $11.2 million in cash and cash equivalents, a result of asset sales and higher gold sales (attributable to improved production and grade at the Seabee Gold Operation); $0.2 million in inventories, and $0.4 million in Accounts receivable, largely attributable to the timing of gold sales. These increases were offset mainly by decreases of: $0.5 million in Short-term investments, attributable to the disposition of certain of the Company’s equity investments; $13.4 million in Assets held for sale (relating to the classification of the Madsen Property as held for sale at December 31, 2013); and $11.6 million in Mineral properties, largely attributable to the NSR completed by the Company on the Seabee Gold Operation.

Liabilities

Total Current and Non-current liabilities were $38.1 million at December 31, 2014, down $21.0 million from December 31, 2013. This result was attributable to decreases of: $8.6 million in Bank indebtedness, $10.3 million (net) of Loans and borrowings, attributable to repayment of the Company’s $5.0 million revolving loan, principal repayments of $2.4 million on the Company’s Term loan, $3.0 million of repayments on demand loans and $0.3 million of repayments on obligations under finance lease; $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 $1.3 million in the Company's current and long-term Net royalty obligation. These decreases were offset by a $1.1 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 $0.4 million increase in the Company’s Decommissioning and reclamation provision.

Shareholders’ Equity

Shareholders’ equity increased by $6.8 million to $129.4 million at December 31, 2014, from $122.6 million at December 31, 2013. This variance is mainly 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 $1.1 million to Contributed surplus; and a $4.6 million decrease to Accumulated deficit, a result of the net profit for 2014.

Claude Resources Inc.

Page 14

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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 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 $1.0 million, or $0.01 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

For the quarter ended December 31, 2014, the Company recorded a net loss of $0.5 million, or $0.00 per share, compared to a net loss of $27.1 million, or $0.15 per share, for the comparable period in 2013. The loss was driven by lower production ounces associated with decreased tonnage and lower grades due to mine sequencing at the L62 deposit and Santoy Mine Complex. In addition. we had a significant amount of in-stope ore at the L62 deposit that was not delivered to the mill during the fourth quarter but rather during the first quarter of 2015. The costs associated with the in-stope ore were expensed during the fourth quarter while revenues generated from this ore will be realized in the first quarter of 2015.

Gold revenue generated during the fourth quarter was $22.7 million, a 30 percent increase over the $17.5 million reported for the same period in 2013. This was a result of increased Canadian dollar gold prices realized Q4 2014 - $1,365 (U.S. $1,201); Q4 2013 - $1,323 (U.S. $1,260) and higher gold sales volume compared to the fourth quarter of 2013 (Q4 2014 – 16,639 ounces; Q4 2013 – 13,209 ounces).

For the three months ended December 31, 2014, total mine operating costs were $15.0 million, up $2.5 million period over period. Canadian dollar cash operating cost per ounce was down three percent period over period (Q4 2014 – CDN $934 (U.S. $822); Q4 2013 – CDN $944 (U.S. $899)). For the three months ended December 31, 2014, expenditures relating to the three percent NSR were $0.6 million (Q4 2013 - $nil).

During the fourth quarter of 2014, depreciation and depletion of the Company’s gold assets of $5.1 million represented a 29 percent decrease over the $7.2 million reported during the comparable period in 2013. These results are attributable to fewer tonnes broken and milled and higher Seabee Gold Operation reserves period over period, slightly offset by a larger asset base being depreciated period over period.

Table 11: Selected Quarterly Production and Financial Data
	Dec 31			Sept 30		Jun 30		Mar 31			Dec 31			Sept 30			Jun 30			Mar 31
	2014			2014		2014		2014			2013			2013			2013			2013

Tonnes milled		60,551			74,930		79,746		64,370			74,458			64,642			79,077			61,877
Grade processed (grams per tonne)		6.57			8.88		7.70		5.76			5.61			5.30			5.13			4.31
Gold Ounces
Produced		12,300			20,600		18,700		11,300			12,800			10,500			12,400			8,100
Sold		16,600			17,600		17,700		10,900			13,200			10,800			11,500			9,300
Gold sales ($ millions)		22.7			24.3		24.7		15.6			17.5			15.0			16.1			15.3
Production costs ($ millions)		15.0			12.0		12.6		10.6			12.5			9.9			10.1			11.6
Capital expenditures ($ millions)		6.2			4.4		3.8		7.8			6.7			5.8			7.3			13.4
Net profit (loss) ($ millions) ^(a)		(0.5	)		6.9		3.3		(5.1	)		(27.1	)		(33.9	)		(9.9	)		(2.5	)

Claude Resources Inc.

Page 15

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Table 11: Selected Quarterly Production and Financial Data
	Dec 31			Sept 30		Jun 30		Mar 31			Dec 31			Sept 30			Jun 30			Mar 31
	2014			2014		2014		2014			2013			2013			2013			2013

Net profit (loss) per share ^{(a) (d)}		(0.00	)		0.04		0.02		(0.03	)		(0.15	)		(0.19	)		(0.06	)		(0.01	)
Average realized gold price (CDN$ per ounce)		1,365			1,384		1,397		1,438			1,323			1,389			1,393			1,643
Average realized gold price (U.S.$ per ounce)		1,201			1,270		1,282		1,303			1,260			1,338			1,361			1,629
Cash cost per ounce ^(b) (CDN$ per ounce)		934			735		753		978			944			919			875			1,245
Cash cost per ounce ^(b) (U.S.$ per ounce)		822			675		691		886			899			885			855			1,235
All-in sustaining ^(b) (CDN$ per ounce)		1,434			1,063		1,065		1,919			1,609			1,574			1,590			2,857
All-in sustaining ^(b) (U.S.$ per ounce)		1,262			976		977		1,738			1,533			1,516			1,554			2,833
Cash flow from operations before net changes in non-cash operating working capital ($ millions) ^(c)		4.5			10.4		9.9		1.8			4.5			4.3			3.7			1.4
Cash flow from operations before net changes in non-cash operating working capital ^(c) per share		0.02			0.06		0.05		0.01			0.03			0.02			0.02			0.01

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

CDN$/U.S.$ Exchange		1.1361			1.0892		1.0902		1.1038			1.0498			1.0383			1.0235			1.0086

^(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.

^(d) Net profit (loss) per share for each quarter has been calculated based on the weighted average number of shares outstanding for the quarter. As such, quarterly amounts may not add to the annual total.

Trends

Tonnage throughput ranging from 60,551 to 79,746 tonnes.

Improving gold sales, a result of improving grade.

	·	More than 106,000 ounces of gold production over the last eight quarters.
	·	Decreasing capital expenditures.

A decline in Canadian average gold price realized, which has ranged from $1,323 to $1,643 per ounce over the last eight quarters.

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. Claude’s significant accounting policies are contained in Note 3 to the consolidated financial statements. The following is a discussion of the accounting estimates that are critical in determining the Company’s financial results.

Reserves

Estimation of reserves involves the exercise of judgment. Forecasts are based on geological, geophysical, engineering and economic data, all of which are subject to many uncertainties and interpretations. The Company expects that, over time, reserve estimates may be revised upward or downward based on updated information. Such information may include revisions to geological data or assumptions, a change in economic data, and the results of drilling and exploration activities. Reserve estimates can have a significant impact on net earnings, as they are a key component in the calculation of depreciation and depletion. In addition, changes in reserve estimates, commodity prices and future operating and capital costs can have a significant impact on the impairment assessments of the applicable assets.

Claude Resources Inc.

Page 16

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Valuation of Properties

Claude assesses the carrying values of its properties at the end of each reporting period, or more frequently if warranted by a change in circumstances, to determine whether any indication of impairment exists. If it is determined that carrying values of assets cannot be recovered, the unrecoverable amounts are written off against current earnings. Recoverability is dependent upon assumptions and judgments regarding future prices, costs of production, sustaining capital requirements and economically recoverable ore reserves. A change in assumptions may materially impact the potential impairment of these assets.

Decommissioning and Reclamation

Claude’s mining, exploration and development activities are subject to various levels of Federal and Provincial Law as well as environmental regulations, including requirements for closure and reclamation. Management’s judgment and estimates are used when estimating reclamation and closure costs. In some cases, these costs will be incurred many years from the date of estimate. Estimates may be revised as a result of changes in government regulations or assumptions.

New Accounting Pronouncements

Offsetting Financial Assets and Liabilities

IFRIC 21 Levies

Claude Resources Inc.

Page 17

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Future Accounting Pronouncements

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. 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

Revenue

Exploration Results

During 2014, exploration at the Seabee Gold Operation focused on targets proximal to infrastructure with the potential to materially impact near-term production, drive resource growth, improve costs and positively impact the Company’s Mineral Reserves and Mineral Resources.

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

Claude Resources Inc.

Page 18

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Figure 2: 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 intercepts at depth may link with the existing Santoy 8 resource 300 metres to the south.

Claude Resources Inc.

Page 19

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Table 12: Highlights of Drill Holes Intercepting Multiple Vein Systems Within the Santoy Gap Deposit

	VEIN SYSTEM
	9A				9B				9C
Hole ID	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. Follow-up of this drill hole is one of the key targets for the 2015 drill program.

Table 13: 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

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.

Page 20

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Figure 3: Santoy Region Composite Longitudinal Section.

Seabee Region

In 2015, exploration will focus on evaluating the most prospective targets within a one kilometre radius of the Seabee head-frame and the CMN, Herb Lake and 2d deep targets. The CMN and Herb Lake targets were most recently prospected in 2013 at which time the latter yielded significant high-grade grab samples along a Seabee parallel trend. The 2d deep target represents a large panel below mined-out stopes and holds the potential for significant ounces within striking distance of existing mine workings. An underground drill program coordinated by the Exploration department will focus on highpriority near-mine targets, which have the potential to result in new discoveries roxtmal to Seabee’s mine infrastructure and thereby expanding the current resource/reserve base.

Figure 4: Seabee Mine Composite Longitudinal Section (L62 Zone Discovery)

Claude Resources Inc.

Page 21

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Amisk Gold Project

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. There were no exploration activities at the Amisk Gold Project during 2014.

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 5: 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.

Page 22

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Figure 6: 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 Reserves and Mineral Resources estimates were conducted under the direction of Qualified Persons Brian Skanderbeg, P.Geo., President and Chief Executive Officer and Gordon Reed, P. Eng., Seabee Gold Operation General Manager.

Seabee Gold Operation

At the Seabee Gold Operation, year over year proven and Probable Mineral reserve grade increased by 23 percent to 7.03 grams per tonne while reserve ounces decreased 29 percent to 299,000 ounces. The increase in reserve grade was driven by a 35 percent increase in grade year over year at the Santoy Gap (7.64 grams per tonne from 5.68 grams per tonne). The increase in grade and reduction in reserve ounces at Santoy Gap was largely the result of a revision to the mining method from the pre-feasibility study.

Claude Resources Inc.

Page 23

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Based on information from the Company’s 2014 infill drilling program that demonstrated better vein continuity and improved pillar configuration, Transverse mining was replaced with Long-hole mining.

Measured and indicated Mineral Resources decreased 29 percent to 125,200 ounces. Inferred Mineral Resources increased by 45 percent to 847,300 ounces. The near doubling of inferred ounces year over year came from significantly expanding the Santoy 8 ore body at depth. This extension is significant in size and grade and provides for a great opportunity to expand the life of mine at the Santoy Mine Complex.

The Mineral Reserve and Mineral Resources of the Santoy Gap deposit continue to be important 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.

Table 14: Seabee Gold Operation Mineral Reserves and Mineral Resources
Proven and Probable Reserves
	November 30, 2014						November 15, 2013
Projects	Tonnes		Grade (g/t)		Ozs		Tonnes		Grade (g/t)		Ozs
Seabee		410,300		6.46		85,200		490,000		6.67		105,000
Santoy 8		113,200		4.80		17,500		362,100		4.45		51,800
Santoy Gap		799,600		7.64		196,300		1,456,700		5.68		266,100
Totals		1,323,100		7.03		299,000		2,308,800		5.70		422,900

Measured and Indicated Mineral Resources
Projects	Tonnes		Grade (g/t)		Ozs		Tonnes		Grade (g/t)		Ozs
Seabee		105,900		6.78		23,100		151,000		6.42		31,200
Santoy 8		101,700		5.69		18,600		68,000		4.55		9,900
Santoy Gap		182,600		5.69		33,400		309,400		8.44		83,900
Porky Main		160,000		7.50		38,600		160,000		7.50		38,600
Porky West		100,700		3.57		11,600		100,700		3.57		11,600
Totals		651,000		5.98		125,200		789,100		6.91		175,200

Inferred Mineral Resources
Projects	Tonnes		Grade (g/t)		Ozs		Tonnes		Grade (g/t)		Ozs
Seabee		403,300		8.09		104,900		421,600		9.78		132,600
Santoy 8		1,344,300		8.56		369,900		640,100		6.09		125,300
Santoy Gap		1,319,100		7.50		318,100		1,210,000		6.96		270,800
Porky Main		70,000		10.43		23,500		70,000		10.43		23,500
Porky West		174,800		5.48		30,800		174,800		5.48		30,800
Totals		3,311,400		7.96		847,300		2,516,500		7.21		582,900

Footnotes to the Mineral Resource Statement:

^1.

At November 30, 2014, Mineral Reserves and Mineral Resources were estimated by Claude personnel. The Mineral Resource evaluation work was completed by a team of geologists and engineers under the supervision of Brian Skanderbeg, P.Geo., President and Chief Executive Officer. Mineral Reserves were conducted under the direction of Qualified Person Gordon Reed, P.Eng., Seabee Gold Operation General Manager. Mr. Skanderbeg and Mr. Reed have sufficient experience, which is relevant to the style of mineralization and type of deposit under consideration and to the activities undertaken to qualify as Qualified Persons as defined by NI 43-101.

^2.

^3.

^4.

^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.

Claude Resources Inc.

Page 24

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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 15: Amisk Gold Project Consolidated Mineral Resource Statement*
	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 16: 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

The profitability and operating cash flow of the Company is dependent on several factors: the quantity of gold produced, related gold prices, foreign exchange, operating costs, capital expenditures, exploration levels and environmental, health and safety regulations. These and other risk factors listed below relate to the mining industry in general while others are specific to Claude. A complete list of risk factors is contained within the Company’s Annual Information Form. Whenever possible, the Company seeks to mitigate these risk factors.

Claude Resources Inc.

Page 25

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Persistent Low Gold Prices Could Cause Mine Operations to be Suspended or Shutdown and Negatively Affect the Company’s Profitability, Cash Flow and Ability to Operate as a Going Concern

Any significant drop in the price of gold adversely impacts the Company’s revenues, profitability and cash flows. Also, sustained low gold prices can:

Reduce production revenues as a result of cutbacks caused by the cessation of mining operations involving deposits or portions of deposits that have become uneconomic at the prevailing price of gold;

Cause the cessation or deferral of new mining projects;

Decrease the amount of capital available for exploration activities;

Reduce existing reserves by removing ore from reserves that cannot be economically mined at prevailing prices; or,

Cause the write-off of an asset whose value is impaired by the low price of gold.

Claude Resources Inc.

Page 26

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Uncertainty of Production Estimates can Negatively Impact Earnings and Cash Flow

The Company is Involved in the Resource Industry which has Certain Inherent Exploration and Operating Risks

Fluctuations in the U.S. Dollar versus Canadian Dollar Exchange Rate Could Negatively Impact Operating Results

Current Global Financial Condition

Claude Resources Inc.

Page 27

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Limitations under Credit Facilities

Use of Derivatives

Claude Resources Inc.

Page 28

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Inability to Raise Required Funding Could Cause Deferral of Projects and/or Dilution of Property Interests

Fluctuations in External Factors Affecting Costs

Unfavourable Government Regulatory Changes May Cause Cessation of Mining Operations and Exploration Activities

Aboriginal Rights, Title Claims and the Duty to Consult may Delay Projects

Failure to Effectively Manage the Company’s Tailings Facilities could Negatively Impact Gold Production

Claude Resources Inc.

Page 29

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Changes to Safety, Health and Environmental Regulations Could Have a Material Adverse Effect on Future Operations

Decommissioning and Reclamation Obligations May Constrain Production

Claude Resources Inc.

Page 30

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Imprecise Ore Reserves and Ore Grade Estimates may Negatively Impact Gold Production and Operating Profitability

Potential Shareholder Dilution Could Impact Share Price and New Equity Issues

Industry Competition may Hinder Corporate Growth

Impairment of Assets may Impact Operational Performance

Claude Resources Inc.

Page 31

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Extreme and Persistent Weather Conditions could Cause Operating and Exploration Difficulties

The Company’s mining and exploration properties are all located in Saskatchewan. Access to these properties and the ability to conduct work on them can be affected by adverse weather conditions. Adverse weather conditions can also increase the costs of both access and work on the Company’s properties.

Title to Company Properties could be Challenged with Potential Loss of Ownership

We May Not be Able to Hire Enough Skilled Employees to Support Operations

Uninsured Risks could Negatively Impact Profitability

Claude Resources Inc.

Page 32

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Information Systems Security Threats

The Company is Subject to Evolving Corporate Governance and Public Disclosure Regulations that have Increased the Cost of Compliance and the Risk of Non-compliance

Internal Controls Provide No Absolute Assurances as to Reliability of Financial Reporting

Claude Resources Inc.

Page 33

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

The Company is Subject to Certain Legal Proceedings and May be Subject to Additional Litigation in the Future

Conflicts of Interest

Claude Resources Inc.

Page 34

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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 December 31, 2014, there were 188,155,978 common shares outstanding. This compares to 175,811,376 common shares outstanding at December 31, 2013.

During 2014, the Company issued 7,799,148 common shares pursuant to the Company’s ESPP (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 the Credit Agreement dated as of April 5, 2013. Subsequent to December 31, 2014, the Company issued 6,105,093 common shares pursuant to 2014 participation in the Company’s ESPP.

At March 26, 2015, there were 194,261,071 common shares of the Company issued and outstanding.

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

Stock Options

At December 31, 2014, there were 8.5 million director, officer and key employee stock options outstanding with exercise prices ranging from $0.17 to $2.38 per share and expiration dates ranging from January 5, 2015 to December 11, 2021. 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.

Warrants

At December 31, 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 a covenant breach for consideration of $1.0 million, which was paid with 4,545,454 common shares of Claude.

Deferred Share Units

Claude Resources Inc.

Page 35

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

During 2014, the Company granted 3,043,481 DSUs to participating Directors. Also during 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 December 31, 2014, total DSUs held by participating Directors was 3,302,985 (December 31, 2013 – 1,580,086). Subsequent to December 31, 2014, the Company granted 517,123 DSUs to participating Directors.

Restricted Share Units

During 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 2014, a total of 1,058,696 RSUs were granted to participants in the Company’s RSU plan (YTD 2013 – nil). At December 31, 2014, 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.

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-operational 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.

Claude Resources Inc.

Page 36

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Table 17: Adjusted Net Profit (loss)
December 31	2014			2013

Net (loss) profit	$	4,552		$	(73,423	)
Adjustments:
Impairment charges		-			63,835
Loss on sale of assets		642			-
(Gain) Loss on investments		(1,317	)		262
Deferred income tax (recovery) expense		-			(1,420	)
Adjusted Net Profit (loss)	$	3,877		$	(10,746	)
Weighted Average shares outstanding (basic)		186,645			175,562
Weighted Average shares outstanding (diluted)		186,877			175,562
Per share adjusted net profit (loss) (basic and diluted)	$	0.02		$	(0.06	)

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, exploration expenses and reclamation cost accretion related to current operations. All-in sustaining costs exclude expansion capital, reclamation cost accretion not related to current operations, interest expense, debt repayment and income 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:

Table 18: All-In Sustaining Cost per Ounce
December 31	2014			2013			Change

Production cost (CDN$)	$	50,211		$	44,051			14	%
Production royalty		2,264			-			-
Smelting, refining, freight		228			162			41	%
By-product credits		(74	)		(15	)		393	%
General and administrative		7,240			7,058			3	%
Accretion		148			182			(19	)%
Development		16,978			23,027			(26	)%
Property, plant and equipment		4,999			7,591			(34	)%
Exploration		233			1,081			(78	)%
All-In Sustaining Costs	$	82,227		$	83,137			(1	)%
Divided by ounces sold		62,772			44,823			40	%
All-in sustaining cost per ounce (CDN$)	$	1,310		$	1,855			(29	)%

CDN$ Exchange Rate		1.1048			1.0302
All-in sustaining cost per ounce (U.S.$)	$	1,186			1,801			(34	)%

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.

Page 37

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Table 19: Total Cash Cost per Gold Ounce Sold
December 31	2014		2013		Change

Production costs (CDN$)	$	50,211	$	44,051		14	%
Divided by ounces sold		62,772		44,823		40	%
Production cost per ounce (CDN$)	$	800	$	983		(19	)%

NSR royalty	$	2,264	$	-		-
Divided by ounces sold		62,772		44,823		40	%
NSR royalty cost per ounce (CDN$)	$	36	$	-		-

Total cash cost per ounce (CDN$)	$	836	$	983	$	(15	)%

CDN$ Exchange Rate		1.1048		1.0302
Total cash cost per ounce (U.S.$)	$	757	$	954		(21	)%

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.

Table 20: Calculation of Cash Flow from Operations before Net Changes in Non-Cash Operating Working Capital
December 31	2014			2013			Change

Net (loss) profit	$	4,552		$	(73,423	)		(106	)%
Adjustments for non-cash items:
Depreciation and depletion		21,965			22,949			(4	)%
Finance expense		1,291			522			147	%
Finance and other income		(1,261	)		(1,214	)		4	%
Impairment charges		-			63,835			-
Loss on sale of assets		642			-			-
(Gain) loss on investments		(1,317	)		262			(603	)%
Stock-based compensation		668			2,274			(71	)%
Deferred income tax recovery		-			(1,420	)		-
	$	26,540		$	13,785			93	%
Weighted Average shares outstanding (basic)		186,645			175,562
Weighted Average shares outstanding (diluted)		186,877			175,562
Per share cash flows from operating activities (basic and diluted)	$	0.14		$	0.08			75	%

Reconciliation Principal Balance Owing on Debt

Pursuant to Company accounting 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.

Claude Resources Inc.

Page 38

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Table 21: Principal Balance of Debt
December 31	2014		2013

Term loan (amortized cost)	$	21,581	$	23,628
Add:
Remaining closing costs to be amortized		1,019		1,372
Debt (principal balance owing)	$	22,600	$	25,000

Disclosure Controls and Internal Controls over Financial Reporting

Disclosure Controls and Procedures

As at December 31, 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 President and Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, the 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 Internal Control Over Financial Reporting (“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 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 (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that internal control over financial reporting was effective as at December 31, 2014.

At December 31, 2013, the Chief Executive Officer and Chief Financial Officer concluded that ICFR was not effective as a result of the material weakness in ICFR discussed below.

Management noted that as at December 31, 2013:

The Company has taken the following remedial actions related to the above noted material weakness:

Claude Resources Inc.

Page 39

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Changes in Internal Control Over Financial Reporting

Limitations of Controls and Procedures

The Company’s Management, including the 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 40-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.

Page 40

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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.

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.

Forward-looking statements in this MD&A are made as of the date of this MD&A, being March 26, 2015 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.

Page 41

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

Additional Information

Additional information related to the Company, including its Annual Information Form (Form 40-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.

Page 42

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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.

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.

Page 43

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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.

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.

Claude Resources Inc.

Page 44

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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.

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.

Page 45

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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.

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.

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.

Page 46

2014 Annual Management's Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)

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.

Page 47

EXHIBIT 99.4

KPMG LLP	Telephone	(306) 934-6200
Chartered Accountants	Fax	(306) 934-6233
500, 475 – 2nd Avenue South	Internet	www.kpmg.ca
Saskatoon Saskatchewan S7K 1P4
Canada

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Claude Resources Inc.

We consent to the use of our report dated March 26, 2015 with respect to the consolidated financial statements included in this annual report on Form 40-F.

Chartered Accountants

March 26, 2015

Saskatoon, Canada

KPMG Canada provides services to KPMG LLP.

EXHIBIT 99.5

CERTIFICATIONS

I, Brian Skanderbeg, certify that:

I have reviewed this annual report on Form 40-F of Claude Resources Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:

March 26, 2015

	/s/ Brian Skanderbeg
	Name:	Brian Skanderbeg
	Title:	President and Chief Executive Officer

EXHIBIT 99.6

CERTIFICATIONS

I, Rick Johnson, CPA, CA, certify that:

I have reviewed this annual report on Form 40-F of Claude Resources Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:

March 26, 2015

	/s/ Rick Johnson
	Name:	Rick Johnson, CPA, CA
	Title:	Chief Financial Officer and
		Vice President Finance

EXHIBIT 99.7

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Claude Resources Inc. (the “Company”) on Form 40-F for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Skanderbeg, President and Chief Executive Officer of the Company hereby certify that to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 26, 2015

	/s/ Brian Skanderbeg
	Name:	Brian Skanderbeg
	Title:	President and Chief Executive Officer

EXHIBIT 99.8

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Claude Resources Inc. (the “Company”) on Form 40-F for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rick Johnson, Vice President Finance and Chief Financial Officer of the Company hereby certify that to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:

March 26, 2015

	/s/ Rick Johnson
	Name:	Rick Johnson, CPA, CA
	Title:	Chief Financial Officer and
		Vice President Finance

EXHIBIT 99.9

SRK Consulting (Canada) Inc.

101. 1984 Regent Street South

Sudbury, Ontario, Canada

P3E 5S1

T: 1.705.682.3270

sudbury@srk.com

www.srk.com

Sudbury, March 24, 2015

Project Number: 3CC024.012

Consent of Author

Claude Resources Inc.

200-219 Robin Crescent, Saskatoon, SK

S7L 6M8

I, Stephen Taylor, hereby consent to the incorporation in the Annual Information Form (“AIF”) of Claude Resources Inc., of the mineral reserve estimate prepared under SRK Consulting (Canada) Inc. supervision for the year ending December 31, 2013 and to this information being incorporated into the Annual Report on Form 40-F, to be filed with the United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. We were jointly responsible for preparing and certifying the Seabee Operation Mineral Reserves for the fiscal year ended December 31, 2013.

Yours truly

SRK Consulting (Canada) Inc.


Stephen Taylor, PEng (PEO # 90365834) Principal Mining Engineer

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