Report of Foreign Issuer (6-k)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2015

Commission File Number: 001-31956

Claude Resources Inc.

(Name of Registrant)

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

(Address of Principal Executive Office)

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

Form 20-F ¨ Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): *

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): *

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

Yes ¨ No þ

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

SIGNATURE

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

Claude Resources Inc.
(Registrant)

By: /s/ Rick Johnson
Name: Rick Johnson, CPA, CA
Title: Chief Financial Officer

Date: November 5, 2015

EXHIBIT INDEX

Exhibit	Description

99.1	Q3 FINANCIAL STATEMENTS FOR THE PERIOD ENDING SEPTEMBER 30, 2015
99.2	Q3 MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDING SEPTEMBER 30, 2015

Exhibit 99.1

NOTICE OF AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

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

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

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


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

Date: November 4, 2015

Page 1

Condensed Consolidated Interim Statements of Financial Position

(In Thousands of Canadian Dollars - Unaudited)

			SEPTEMBER 30			DECEMBER 31
			2015			2014
	Note
Assets
Cash and cash equivalents			$	24,465		$	11,172
Short-term investments		5		431			1,177
Accounts receivable				135			3,245
Inventories		6		25,651			20,318
Prepaid expenses and deposits				223			609
Current assets				50,905			36,521

Mineral properties		7		133,429			128,912
Deposits for reclamation costs		8		2,329			2,079
Non-current assets				135,758			130,991
Total assets			$	186,663		$	167,512

Liabilities
Accounts payable and accrued liabilities			$	7,420		$	8,142
Current portion of long-term debt		9		5,000			3,600
Net royalty obligation		10		599			912
Current liabilities				13,019			12,654

Long-term debt		9		14,499			17,981
Net royalty obligation		10		220			654
Decommissioning and reclamation		8		6,882			6,798
Non-current liabilities				21,601			25,433

Shareholders' equity
Share capital		11		199,787			198,489
Contributed surplus				7,760			7,148
Accumulated other comprehensive income				(160	)		161
Accumulated deficit				(55,344	)		(76,373	)
Total shareholders' equity				152,043			129,425
Total liabilities and shareholders' equity			$	186,663		$	167,512

See accompanying notes to condensed consolidated interim financial statements.

On behalf of the Board:



Brian Booth, P.Geo.		Arnold Klassen, CPA, CA
Chair		Chairman, Audit Committee

Page 2

Condensed Consolidated Interim Statements of Income

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

		Three Months Ended						Nine Months Ended
		SEPTEMBER 30						SEPTEMBER 30
		2015			2014			2015			2014
	Note

Revenue		$	24,549		$	24,323		$	80,471		$	64,665

Mine Operating:
Production costs			11,183			12,021			33,823			35,243
Production royalty			736			902			2,588			1,694
Depreciation and depletion			4,876			4,604			13,490			16,841
			16,795			17,527			49,901			53,778
Gross profit			7,754			6,796			30,570			10,887

General and administrative			1,153			1,258			5,987			5,201
Finance expense			1,643			800			5,828			4,022
Finance and other income			(704	)		(1,067	)		(2,699	)		(2,729	)
Loss on sale of assets			-			-			-			642
Loss (gain) on investments			-			(1,047	)		425			(1,317	)
			2,092			(56	)		9,541			5,819

Net earnings		$	5,662		$	6,852		$	21,029		$	5,068

Net earnings per share
Basic and diluted	12
Net earnings		$	0.03		$	0.04		$	0.11		$	0.03

Basic			194,875			188,156			194,156			186,136
Diluted			196,194			188,459			195,301			186,313

See accompanying notes to condensed consolidated interim financial statements.

Condensed Consolidated Interim Statements of Comprehensive Income

(In Thousands of Canadian Dollars - Unaudited)

	Three Months Ended						Nine Months Ended
	SEPTEMBER 30						SEPTEMBER 30
	2015			2014			2015			2014


Net earnings	$	5,662		$	6,852		$	21,029		$	5,068

Other comprehensive income (loss)
Loss (gain) on available-for-sale securities transferred to earnings (loss)		-			(1,047	)		425			(1,317	)
Unrealized (loss) gain on available-for-securities		(164	)		191			(746	)		1,732
Other comprehensive income (loss)		(164	)		(856	)		(321	)		415
Total comprehensive income	$	5,498		$	5,996		$	20,708		$	5,483

See accompanying notes to condensed consolidated interim financial statements.

Page 3

Condensed Consolidated Interim Statements of Shareholders' Equity

(In Thousands of Canadian Dollars - Unaudited)

						Accumulated
						Other
	Share		Contributed			Comprehensive			Accumulated			Total
	Capital		Surplus			Income (Loss)			Deficit			Equity

Balance - December 31, 2013	$	195,245	$	8,223		$	53		$	(80,925	)	$	122,596
Common shares issued		1,501		-			-			-			1,501
Transfers from contributed surplus		1,743		-			-			-			1,743
Stock-based compensation		-		438			-			-			438
Transfers to share capital		-		(1,743	)		-			-			(1,743	)
Net earnings		-		-			-			5,068			5,068
Other comprehensive income		-		-			415			-			415
Balance - September 30, 2014	$	198,489	$	6,918		$	468		$	(75,857	)	$	130,018

Stock-based compensation		-		230			-			-			230
Net loss		-		-			-			(516	)		(516	)
Other comprehensive loss		-		-			(307	)		-			(307	)
Balance - December 31, 2014	$	198,489	$	7,148		$	161		$	(76,373	)	$	129,425

Common shares issued		893		-			-			-			893
Transfers from contributed surplus		405		-			-			-			405
Stock-based compensation		-		1,017			-			-			1,017
Transfers to share capital		-		(405	)		-			-			(405	)
Net earnings		-		-			-			21,029			21,029
Other comprehensive loss		-		-			(321	)		-			(321	)
Balance - September 30, 2015	$	199,787	$	7,760		$	(160	)	$	(55,344	)	$	152,043

See accompanying notes to condensed consolidated interim financial statements.

Page 4

Condensed Consolidated Interim Statements of Cash Flows

(In Thousands of Canadian Dollars - Unaudited)

	Three Months Ended						Nine Months Ended
	SEPTEMBER 30						SEPTEMBER 30
	2015			2014			2015			2014

Cash flows from (used in) operating activities

Net earnings	$	5,662		$	6,852		$	21,029		$	5,068
Adjustments for non-cash items:
Depreciation and depletion		4,876			4,604			13,490			16,841
Finance expense		868			126			1,096			1,176
Finance and other income		(247	)		(320	)		(747	)		(833	)
Loss on sale of assets		-			-			-			642
Loss (gain) on investments		-			(1,047	)		425			(1,317	)
Stock-based compensation		238			153			1,017			438
		11,397			10,368			36,310			22,015

Net changes in non-cash operating working capital:
Accounts receivable		(28	)		6,255			3,110			1,762
Inventories		3,406			2,576			(4,413	)		(6,276	)
Prepaid expenses and deposits		276			427			386			269
Accounts payable and accrued liabilities		(1,196	)		1,152			(722	)		875
Cash provided by operating activities		13,855			20,778			34,671			18,645

Cash flows from (used in) investing activities:
Additions to mineral properties		(4,873	)		(4,418	)		(18,921	)		(16,142	)
Proceeds from NSR agreement		-			-			-			12,822
Proceeds from sale of assets		-			-			-			8,259
(Increase) decrease in reclamation deposits		-			-			(250	)		408
Decrease in investments		-			2,479			-			4,335
Cash provided by (used in) investing activities		(4,873	)		(1,939	)		(19,171	)		9,682

Cash flows from (used in) financing activities:
Proceeds from issue of common shares, net of issue costs		(5	)		-			893			711
Term loan proceeds		19,900			-			19,900			-
Term loan repayments		(21,200	)		(900	)		(23,000	)		(1,500	)
Demand loan repayments		-			(1,715	)		-			(7,950	)
Obligations under finance lease repayments		-			-			-			(291	)
Cash used in financing activities		(1,305	)		(2,615	)		(2,207	)		(9,030	)

Increase in cash and cash equivalents		7,677			16,224			13,293			19,297
Decrease in cash and cash equivalents related to assets held for sale		-			-			-			(88	)

Cash and cash equivalents (bank indebtedness), beginning of period		16,788			(5,638	)		11,172			(8,623	)
Cash and cash equivalents, end of period	$	24,465		$	10,586		$	24,465		$	10,586

See accompanying notes to condensed consolidated interim financial statements.

Page 5

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

Unaudited, 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 condensed consolidated interim financial statements for the period ended September 30, 2015 have been prepared in accordance with International Accounting Standard 34 (“IAS 34”), Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s 2014 annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

These condensed consolidated interim financial statements have been prepared following the same accounting policies and methods as those used in preparing the most recent audited consolidated financial statements for the year ended December 31, 2014.

These condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on November 4, 2015.

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

BASIS OF MEASUREMENT

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

FUNCTIONAL CURRENCY

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

USE OF JUDGMENTS AND ESTIMATES

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

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

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

Page 6

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

Critical Judgments in Applying Accounting Policies

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

Production Start Date

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

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

Ability to produce precious metal in saleable form;

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

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

When a mine enters the production stage, the capitalization of certain construction costs 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.

Page 7

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

Inventories

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

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

Mine Operating Costs

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

Ore Reserve and Resource Estimates

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

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

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

Fair value measurement

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

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

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

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.

Page 8

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

Taxation

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

Decommissioning and Reclamation

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

Additional Accounting Judgments, Estimates and Assumptions

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

Note 5	Short-term Investments
Note 8	Decommissioning and Reclamation
Note 10	Net Royalty Obligation
Note 13	Share-based Compensation Plans
Note 14	Financial Instruments

Significant Accounting Policies:

These condensed consolidated interim financial statements are prepared using accounting policies consistent with the Company’s annual consolidated financial statements and notes thereto for the year ended December 31, 2014. The accounting policies utilized by Management for the Company and its wholly-owned subsidiaries have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated.

Accounting Standards:

Future Changes in Accounting Policies

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

Revenue

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”), was issued by the IASB in May 2014 and clarifies the principles for recognizing revenue from contracts with customers. In July 2015, the IASB deferred the effective date of the standard to annual reporting periods beginning on or after January 1, 2018, with earlier application permitted. The Company intends to adopt IFRS 15 in its financial statements for the annual period beginning January 1, 2018. The Company is currently evaluating the impact of IFRS 15 on its financial statements, if any.

Page 9

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

Short-term Investments:

Available-for-sale Investments

	SEPT 30			DEC 31
As at	2015			2014

Available-for-sale securities, beginning of year	$	1,177		$	143
Acquisition of available-for-sale securities		-			2,444
Disposition of available-for-sale securities		-			(1,567	)
Write-down of available-for-sale securities		(425	)		-
Unrealized (loss) gain on available-for-sale securities		(321	)		157
Available-for-sale securities, end of period	$	431		$	1,177

The Company assesses its portfolio of available-for-sale securities at the end of each reporting period to assess whether there is 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 certain of its available-for-sale securities had evidence of impairment and were written down.

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

Inventories:

	SEPT 30		DEC 31
As at	2015		2014

Gold bullion and in-circuit ^{(1) (2)}	$	5,442	$	2,743
Stockpiled ore ^{(1) (2)}		1,306		1,101
Materials and supplies inventory ⁽³⁾		18,903		16,474
Inventories	$	25,651	$	20,318

⁽¹⁾

For the period ended September 30, 2015, depreciation and depletion of $2.1 million is included in the above noted balances (December 31, 2014 - $1.2 million).

⁽²⁾

For the period ended September 30, 2015, there was no write-down of gold inventory to net realizable value (December 31, 2014 – $0.4 million).

⁽³⁾

For the period ended September 30, 2015, the Company wrote-down $0.4 million of materials and supplies inventory (December 31, 2014 - $0.1 million).

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

Mineral Properties:

Seabee Gold Operation Land Position

During 2015, the Company purchased its only two joint venture agreements within the Seabee Gold Operation from Star Minerals Group Ltd. (“Star”) and Karoo Exploration Corp. (“Karoo”). The Star joint venture agreement, which comprised 642 hectares, was purchased during the second quarter of 2015 for 134,664 common shares of Claude. The Karoo joint venture agreement, which comprised 65 hectares, was purchased for 73,529 common shares of Claude; the total purchase price for these purchases was deemed to be $0.1 million. By acquiring these two joint ventures, the Company now owns and controls 100 percent of the entire gold belt and land package within the Seabee Gold Operation.

Page 10

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

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, 2014	$	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
Additions		12,332			5,709		887			18,928
At September 30, 2015	$	232,120		$	158,004	$	38,667		$	428,791

Depreciation and impairment losses

At January 1, 2014	$	144,056		$	107,905	$	7,494		$	259,455
Depreciation and depletion		10,804			10,692		-			21,496
At December 31, 2014		154,860		$	118,597	$	7,494		$	280,951
Depreciation and depletion		8,070			6,341		-			14,411
At September 30, 2015	$	162,930		$	124,938	$	7,494		$	295,362

Carrying amounts

At December 31, 2014	$	64,928		$	33,698	$	30,286		$	128,912
At September 30, 2015	$	69,190		$	33,066	$	31,173		$	133,429

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 1.36 to 2.46 percent. Expected undiscounted payments of future obligations are $7.3 million over the next 4 to 10 years. During 2015, an accretion expense of $0.08 million has been charged (YTD 2014 - $0.11 million), augmented by revisions made to the decommissioning and reclamation costs, resulting in an increase in the overall carrying amount of the provision. Changes to the provision during the period ended September 30, 2015 are as follows:

	SEPT 30		DEC 31
As at	2015		2014

Decommissioning and reclamation provision, beginning of year	$	6,798	$	6,447
Accretion		77		148
Revisions due to change in estimates and discount rate		7		203
Decommissioning and reclamation provision, end of period	$	6,882	$	6,798

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. As required by regulatory authorities, the Company has provided letters of credit in favor of the Ministry of Environment as security for reclamation related to its properties in the amount of $2.3 million (December 31, 2014 - $2.1 million). The letters of credit are secured by investment certificates in the amount of $2.3 million (December 31, 2014 - $2.1 million). The Company has received approval to incrementally fund its remaining closure cost obligations over the next four years as follows: 2015 - $0.25 million; 2016 - $1.0 million; 2017 - $1.0 million; and 2018 - $1.5 million.

Page 11

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

Long-term Debt:

The Company’s interest-bearing long-term debt is measured at amortized cost. For more information about the Company’s exposure to interest rate and liquidity risk, see Note 14.

(a) Senior Secured Credit Facility

During the third quarter of 2015, the Company executed an agreement with The Bank of Nova Scotia (“Scotiabank”) for a new Senior Secured Credit Facility (“Facilities”) consisting of a Revolving Tranche (“Revolver”) in the amount of $10.0 million and a Term Loan Tranche (“Term loan”) in the amount of $15.0 million. These Facilities were used to replace the Company’s Term loan managed by Crown Capital Partners Inc. (“CCP Term Loan”) and the Company’s undrawn revolving credit facility with Canadian Western Bank.

The Revolver and Term loan have a three year term, each maturing on September 18, 2018. The interest rate on both facilities will be dependent on the Company’s total debt to EBITDA ratio and can range either between 3 percent to 4 percent over Prime, or bankers' acceptances plus a margin of 4 percent to 5 percent, at the discretion of the Company. The Term loan will be repaid in equal installments of $1.25 million per quarter (beginning in Q4 2015) up to and including the maturity date. There is no penalty for early repayment on either facility.

The Company incurred approximately $0.8 million of closing costs associated with the completion of these Facilities. These costs reduce the carrying value of the Term loan on the Statement of Financial Position and are being amortized using the effective interest rate method over the three year period of the Term loan.

	SEPT 30			DEC 31
As at	2015			2014

Revolver	$	5,300		$	-
Term loan		15,000			-
Total Facilities		20,300			-
Less:
Closing costs		(801	)		-
Current portion		(5,000	)		-
Senior secured credit facilities (amortized cost)	$	14,499		$	-

(b) CCP Term Loan

The Company’s CCP Term loan was repaid during the third quarter of 2015.

	SEPT 30			DEC 31
As at	2015			2014

CCP Term loan payable, beginning of period (amortized cost)	$	19,959		$	23,628
Amortization of remaining debt issue costs		841			353
Monthly principal repayments		(900	)		(2,400	)
Lump-sum principal repayment		(19,900	)		-
Current portion		-			(3,600	)
CCP Term loan payable, end of period (amortized cost)	$	-		$	17,981

10.

Net Royalty Obligation:

(a) Royalty Agreements

During each of 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.

Page 12

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

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.

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

2006 Agreement

2007 Agreement

Total

Restricted Promissory Notes

Principal Balance ⁽¹⁾

(b)(d)

35,490

25,986

61,476

Interest receivable ⁽¹⁾

1,545

1,131

2,676

Interest Rate

7 percent

Maturity

(d)

FEB 15, 2016

FEB 15, 2017

Royalty Payments

Royalty Rate per ounce of gold produced ⁽²⁾

$88.95 to $198.95

$48.64 to $147.05

Royalty payable (current) ⁽¹⁾

(b)(d)

1,535

1,114

2,649

Royalty obligation payable (current) ⁽¹⁾

(b)(d)

35,505

Royalty obligation payable (long-term) ⁽¹⁾

(b)(d)

26,053

⁽¹⁾

At September 30, 2015.

⁽²⁾

Over the remaining life of the respective agreements.

(b) Net Royalty Obligation

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

	SEPT 30		DEC 31
As at	2015		2014

Current portion
Assets
Interest receivable on Restricted promissory notes	$	2,676	$	3,965
Restricted promissory note (2005 agreement)		-		14,679
Restricted promissory note (2006 agreement)		35,490		-
		38,166		18,644
Liabilities
Current portion of deferred revenue		611		942
Interest payable on royalty obligations		2,649		4,435
Royalty obligation (2005 agreement)		-		14,179
Royalty obligation (2006 agreement)		35,505		-
		38,765		19,556

Net royalty obligation	$	599	$	912

Long-term portion
Assets
Restricted promissory note (2006 agreement)	$	-	$	36,099
Restricted promissory note (2007 agreement)		25,986		26,305
		25,986		62,404
Liabilities
Deferred revenue		153		531
Royalty obligation (2006 agreement)		-		36,129
Royalty obligation (2007 agreement)		26,053		26,398
		26,206		63,058

Net royalty obligation	$	220	$	654

Total net royalty obligation	$	819	$	1,566

Page 13

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

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.

Net Profit Interest	2005 Agreement	2006 Agreement	2007 Agreement

Applicable years ⁽¹⁾	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⁾

The NPI pursuant to the 2005 Royalty Agreement expires on December 31, 2015.

Prior to any NPI payment, the Company is entitled to first recover the NPI expenditures (including capital expenditures), working capital, operating losses, interest charges and asset retirement obligations relating to the production of ore at the Seabee Operation. These expenditures are calculated on a cumulative basis from the commencement of the individual agreements. At September 30, 2015, 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.

The Company’s 100 percent owned subsidiary exercised its call right during the first quarter of 2015 to purchase the equity of the holder of the royalty pursuant to the 2005 Red Mile Royalty Agreement. The restricted promissory note pursuant to the 2005 Agreement was sufficient to satisfy the call price. At September 30, 2015, only the 2006 and 2007 Royalty Agreements remain outstanding.

11.

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. The first and second preferred shares are issuable in series. First preferred shares rank ahead of the second preferred shares and the common shares (and second preferred shares 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 first and second preferred shares are determined by the Board of Directors at the time of creation of such series. 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.

Page 14

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

Issued

	Number of Common Shares		Consideration

Balance – December 31, 2014		188,155,978	$	198,489
ESPP (Note 13(a))		6,105,093		1,001
Stock Option Plan (Note 13 (b))		412,565		307
Mineral property acquisition (Note 7)		208,193		-
Issue costs, net of income taxes		-		(10	)
Balance – September 30, 2015		194,881,829	$	199,787

12.

Earnings Per Share:

Earnings per share for the three and nine months ended September 30, 2015 and 2014 was calculated based on the following:

	Three Months Ended Sept 30				Nine Months Ended Sept 30
	2015		2014		2015		2014

Net earnings attributable to common shareholders	$	5,662	$	6,852	$	21,029	$	5,068

Weighted average shares outstanding (basic)		194,875		188,156		194,156		186,136
Dilutive effect of stock options		1,319		303		1,145		176
Weighted average shares outstanding (diluted)		196,194		188,459		195,301		186,312

Earnings per share (basic and diluted)	$	0.03	$	0.04	$	0.11	$	0.03

Excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2015 were options outstanding on 5.6 million and 6.2 common shares, respectively, with an average exercise price greater than the average market price of the Company’s common shares.

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

13.

Share-based Compensation Plans

The Company has the following equity-settled plans:

(a)

Employee Share Purchase Plan (“ESPP”)

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

During the first quarter of 2015, the Company issued 6,105,093 common shares (2014 – 7,799,148) 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 in the first quarter subsequent to the year of participation.

The weighted average fair value of ESPP options granted during 2015 was $0.15 (2014 - $0.06) 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 (2014 – 1.00 year), a 17 percent expected forfeiture rate (2014 – 19 percent), 86 percent volatility (2014 – 68 percent) and an interest rate of 1.0 percent (2014 – 1.0 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.

Page 15

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

(b)

Stock Option Plan

The following summarizes movements in stock options during the nine months ended September 30, 2015 and 2014:

				Weighted					Weighted
	SEPT 30			Average		SEPT 30			Average
	2015			Exercise		2014			Exercise
	Options			Price		Options			Price

Beginning of year		8,497,937		$	1.07		7,936,361		$	1.19
Options granted		1,715,401			0.53		811,576			0.17
Options exercised		(412,565	)		0.34		-			-
Options forfeited		(440,083	)		1.18		(675,778	)		1.00
Options expired		(80,000	)		1.06		(60,000	)		1.57
Outstanding, end of period		9,280,690		$	1.00		8,012,159		$	1.10
Exercisable, end of period		7,036,618					5,762,502

The weighted average market share price at the date of exercise for stock options exercised during the nine months ended September 30, 2015 was $0.65. There were no stock options exercised during 2014.

For stock options outstanding at September 30, 2015, 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		2,996,067		5.26	$	0.36		1,771,819		5.25	$	0.39
$0.51 - $1.00		1,934,872		5.20		0.69		930,048		3.74		0.74
$1.01 - $1.50		2,233,006		3.11		1.20		2,233,006		3.11		1.20
$1.51 - $2.00		765,000		2.55		1.69		750,000		2.48		1.69
$2.01 - $2.38		1,351,745		5.55		2.12		1,351,745		5.55		2.12
		9,280,690		4.55	$	1.00		7,036,618		4.14	$	1.17

The foregoing options have expiry dates ranging from January 1, 2016 to May 6, 2022.

The weighted average fair value of stock options granted during the nine months ended September 30, 2015 was $0.45 and was estimated using the Black-Scholes option pricing model with assumptions of a 5.8 year weighted average expected option life, a 7.2 percent expected forfeiture rate, 65.0 percent volatility and an interest rate 1.0 percent. The weighted average fair value of stock options granted during the nine months ended September 30, 2014 was $0.12 and was estimated using the Black-Scholes option pricing model with assumptions of a 5.9 year weighted average expected option life, a 6.5 percent expected forfeiture rate, 76.6 percent volatility and an interest rate of 1.8 percent. The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares over the weighted average expected option life.

The Company has the following cash-settled plans:

(c)

Deferred Share Unit (“DSU”) 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. Each DSU fully vests upon award and are redeemable for cash upon a director leaving the Company’s Board of Directors. The redemption amount will be based upon the weighted average of the closing prices of the common shares of Claude on the TSX for the last 20 trading days prior to the redemption date multiplied by the number of DSUs held by the Director.

Page 16

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

The following summarizes movements in DSUs during the nine months ended September 30, 2015 and 2014:

	SEPT 30			SEPT 30
	2015			2014

Beginning of year		3,302,985			1,580,086
DSUs granted		646,777			3,043,481
DSUs redeemed		(2,247,996	)		-
Outstanding, end of period		1,701,766			4,623,567

(d)

Restricted Share Unit (“RSU”) Plan

The Company offers a Restricted Share Unit (“RSU”) plan to eligible participants 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.

The following summarizes movements in RSUs during the nine months ended September 30, 2015 and 2014:

	SEPT 30			SEPT 30
	2015			2014

Beginning of year		778,261			-
RSUs granted		466,520			1,058,696
RSUs redeemed		(259,421	)		(280,435	)
Outstanding, end of period		985,360			778,261

Share-based payment expense:

Compensation expense pursuant to share-based payments has been included in General and administrative expense in the Consolidated Statements of Income. For its equity-settled plans, the Company records an offsetting credit to contributed surplus to reflect the estimated fair value of the share-based compensation plans granted to employees. For its cash-settled plans, the Company records an offsetting credit to Accounts payable to reflect the estimated fair value of the liability; Claude re-measures the fair value of this liability at the end of each reporting period and at the date of redemption (until the liability is settled), with any changes in fair value recognized in profit or loss for the period. The Company has recognized the following expenses under these plans:

	Three Months Ended SEPT 30					Nine Months Ended SEPT 30
	2015			2014		2015		2014

Stock-based compensation	$	238		$	153	$	1,017	$	438
DSU plan		(85	)		99		1,381		803
RSU plan		16			26		341		102
Total share-based payments	$	169		$	278	$	2,739	$	1,343

14.

Financial Instruments:

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

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

Page 17

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

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.

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

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

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

For a $0.01 movement in the US$/CDN$ exchange rate, based on forecast production and assumptions comparable to year to date 2015 actuals, earnings and cash flow will have a corresponding movement of $1.3 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. All significant cash balances are on deposit with high-rated banking institutions. 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 forecast production assumptions comparable to year to date 2015 actuals, earnings and cash flow will have a corresponding movement of CDN $0.9 million, or $0.00 per share.

At September 30, 2015, the Company had derivative instruments outstanding in the form of forward sales contracts relating to 2015 production totaling 5,800 ounces. The market value loss inherent in these contracts at September 30, 2015 was $0.2 million. At September 30, 2014, the Company had derivative instruments outstanding in the form of forward sales contracts relating to 2014 production totaling 12,500 ounces. The market value gain inherent in these contracts at September 30, 2014 was $0.9 million.

Page 18

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

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, accounts payable and accrued liabilities, long-term debt, and royalty obligations.

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

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:

	September 30, 2015				December 31, 2014
As at	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value

Loans and receivables
Cash and cash equivalents ⁽¹⁾	$	24,465	$	24,465	$	11,172	$	11,172
Accounts receivable ⁽²⁾		135		135		2,710		2,710
Available-for-sale financial assets
Investments ⁽¹⁾		431		431		1,177		1,177
Held-to-maturity
Deposits for reclamation costs		2,329		2,329		2,079		2,079
Other financial assets
Derivative instruments ⁽³⁾		-		-		535		535
Other financial liabilities
Derivative instruments ⁽³⁾		195		195		-		-
Accounts payable		7,225		7,225		8,142		8,142
Net royalty obligations		819		819		1,566		1,566
Debt		19,499		20,300		21,581		22,600

⁽¹⁾

Based on quoted market prices – Level 1.

⁽²⁾

At September 30, 2015, 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.

Senior Secured Credit Facility

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 19

Claude Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2015 and 2014

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

15.

Capital Management:

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

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets and the Company’s working capital requirements. In order to maintain or adjust the capital structure, the Company (upon approval from its Board of Directors, as required) may issue new shares through private placements, sell assets or incur debt. The Board of Directors reviews and approves any material transaction out of the ordinary course of business, including proposals on acquisitions, major investments, as well as annual capital and operating budgets. The Company believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the period ended September 30, 2015. The Company is not subject to externally imposed capital requirements.

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

			SEPT 30			DEC 31
As at			2015			2014

Debt *	Interest **	Maturity Sept/2018	$	19,499		$	21,581
Shareholders’ equity				152,043			129,425

Debt to equity				13	%		17	%

* 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 9).

** The interest rate on both facilities will be dependent on the Company’s total debt to EBITDA ratio and can range either between 3 percent to 4 percent over Prime, or bankers' acceptances plus a margin of 4 percent to 5 percent, at the discretion of the Company.

At September 30, 2015, the Company is bound by and has met all covenants on its credit facilities.

Page 20

Exhibit 99.2

Management’s Discussion and Analysis

The following Management’s Discussion and Analysis (“MD&A”) of the consolidated operating and financial performance of Claude Resources Inc. (“Claude” or the “Company”) for the three and nine months ended September 30, 2015 with the corresponding period of 2014 is prepared as of November 4, 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 September 30, 2015 condensed consolidated interim financial statements and notes thereto (unaudited) and the Company’s 2014 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 thousands of Canadian dollars, except where otherwise indicated.

Overview

Claude Resources Inc. 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 47,940 acre (19,400 hectare) Seabee Gold Operation located in northern Saskatchewan which has two operating mines (the Seabee Mine and Santoy Mine Complex), a central milling facility, camp facilities and various regional exploration targets. Claude also owns 100 percent of the 99,800 acre (40,400 hectares) 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.

Third Quarter 2015 Highlights

	Three Months Ended Sept 30							Nine Months Ended Sept 30
	2015		2014		Change			2015		2014		Change
Financial Data
Revenue	$	24,549	$	24,323		1	%	$	80,471	$	64,665		24	%
Production costs	$	11,183	$	12,021		(7	%)	$	33,823	$	35,243		(4	%)
Cash flow from operations ^{(1) (2)}	$	11,397	$	10,368		10	%	$	36,310	$	22,015		65	%
Cash flow from operations per share ^{(1) (2)}	$	0.06	$	0.06		-		$	0.19	$	0.12		58	%
Net earnings	$	5,662	$	6,852		(17	%)	$	21,029	$	5,068		315	%
Earnings per share (basic and diluted)	$	0.03	$	0.04		(25	%)	$	0.11	$	0.03		267	%

Average realized price (CDN$/oz)	$	1,485	$	1,384		7	%	$	1,480	$	1,402		6	%
Average realized price (U.S.$/oz)	$	1,135	$	1,270		(11	%)	$	1,174	$	1,281		(8	%)
Cash cost (CDN$/oz) ⁽¹⁾	$	721	$	735		(2	%)	$	669	$	801		(16	%)
Cash cost (U.S.$/oz) ⁽¹⁾	$	551	$	675		(18	%)	$	531	$	732		(27	%)
All-in sustaining cost (CDN$/oz) ⁽¹⁾	$	1,089	$	1,063		2	%	$	1,129	$	1,265		(11	%)
All-in sustaining cost (U.S.$/oz) ⁽¹⁾	$	832	$	976		(15	%)	$	896	$	1,156		(22	%)

Operating Data
Tonnes Milled		69,388		74,930		(7	%)		211,418		219,046		(3	%)
Tonnes per Day		754		814		(7	%)		774		802		(3	%)
Head Grade (grams per tonne)		7.29		8.88		(18	%)		8.77		7.53		16	%
Gold Produced (ounces)		15,722		20,614		(24	%)		57,408		50,700		13	%
Gold Sold (ounces)		16,528		17,578		(6	%)		54,388		46,133		18	%

⁽¹⁾

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

⁽²⁾

Before net changes in non-cash operating working capital.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 2

2015 gold production guidance increased to 70,000 to 75,000 ounces (previously 68,000 to 72,000 ounces) due to the record operating performance of the first nine months of 2015.

Year to date gold production of 57,408 ounces, a 13 percent increase over the first nine months of 2014 and a new nine month record.

Cash and bullion increased by $6.1 million to $27.0 million during the third quarter.

Secured a three year $25.0 million credit facility with Scotiabank to replace the Term loan managed by Crown Capital Partners Inc. (“CCP”), decreasing the Company’s current cost of debt from 10 percent to approximately 4.8 percent.

Santoy Gap Deposit ramp up ahead of schedule, achieving an average mill throughput of 584 tonnes per day (77 percent of mill throughput) during the third quarter.

Successful drilling results from Santoy Gap indicating extensions and growth up dip and down dip of current resources and initiated 6,000 metre deep drill program at Santoy Mine Complex.

Outlook

Operating and Financial Outlook

Based on continued strong operating performance at the Seabee Gold Operation during the first nine months of 2015, the Company has increased its 2015 production forecast to 70,000 to 75,000 ounces of gold (previously 68,000 to 72,000 ounces of gold). Due to this increased production forecast, total unit cash and all-in sustaining costs are estimated to be six percent and three percent lower than previous guidance.

	Revised 2015 Forecast	Previous 2015 Forecast	Variance (oz) ⁽³⁾	Variance (%) ⁽³⁾
Gold production	70,000 to 75,000	68,000 to 72,000	2,500	4%
Total cash cost per ounce	$685 to $750	$730 to $800	($48)	(6%)
Total cash cost per ounce (U.S.$) ⁽⁴⁾	$535 to $600	$580 to $635	($40)	(7%)
All-in sustaining cost per ounce	$1,065 to $1,175	$1,100 to $1,200	($30)	(3%)
All-in sustaining cost per ounce (U.S.$) ⁽⁴⁾	$830 to $920	$875 to $950	($38)	(4%)

⁽³⁾

At mid-point of guidance.

⁽⁴⁾

Forecast uses a foreign exchange rate assumption of $1.28 CDN$/U.S.$.

At the Seabee Gold Operation, Claude is focused on improving profit margins and executing its mine plan. Profit margins have been increased by developing deposits of higher grades and margins (L62, Santoy Gap), with continued focus on cost control. 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. The Santoy Gap deposit (part of the Santoy Mine Complex) is expected to continue to decrease production risk with the addition of multiple long-hole mining fronts. The Santoy Gap deposit is significant within the Seabee Gold Operation as it contains approximately 2,000 ounces of gold per vertical metre, whereas the Company has historically mined approximately 1,000 ounces of gold per vertical metre at the Seabee Mine. Santoy Gap’s endowment, in addition to its proximity to permitted mine infrastructure, low development cost and near-term production potential, provides the opportunity to displace low margin ounces, increase production and optimize the Company’s mine plan for improved margins and cash flow. The Company expects to continue to build cash reserves to further development opportunities at the Seabee Gold Operation, service debt and fund the Company’s annual Winter Ice Road resupply requirements.

Capital Outlook

During 2015, capital expenditures will be $22.0 million and will be funded from operating cash flows generated during 2015. This five percent reduction from 2014 expenditures is due to reduced underground development costs attributable to the transition to the Alimak mining method at the L62 Deposit and the lower development capital development requirements of the Santoy Gap Deposit.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 3

Capital Expenditures
	2015 Forecast		2015 9 months Actual		2014 9 months Actual		2014 Full Year Actual
Capital Development ($ millions)	$	15.0	$	12.3	$	12.5	$	17.0
Property, Plant and Equipment ($ millions)		7.0		5.7		3.3		5.0
	$	22.0	$	18.0	$	15.8	$	22.0

Development expenditures continue to be prioritized at Santoy Gap. To date, the Company has completed three mining fronts; this should drive increased production and stope availability and reduce production risk. Ramp and sill development are currently ahead of plan. Infrastructure upgrades are ongoing to achieve a scheduled ramp up of 600 to 700 tonnes per day in 2016. Capital requirements to fund this and production growth are minimal and will be funded with internal cash flow. Forecast property, plant and equipment costs, which include expenditures on equipment replacement and tailings management facilities, have increased by approximately $0.9 million from original guidance as a result of an expanded scope of work on the East Lake and Triangle Lake Tailings Facilities.

Exploration, Mineral Reserves and Mineral Resources Outlook

Exploration spending during 2015 is forecast to be approximately $0.7 million (2014 - $0.2 million). Surface drilling of 4,000 metres has been completed and underground drilling of approximately 16,000 metres (Seabee: 10,000 metres; Santoy: 6,000 metres) is ongoing and will test various priority targets. One of the key targets will be to follow-up on 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 (uncut) or 22.89 (cut) grams per tonne over 5.90 metres). To support this follow-up, a drill chamber has been completed in the hanging wall at Santoy 8 and drilling has commenced. This program is of particular significance as drill testing of the continuity between the Santoy Gap and Santoy 8 deposits is limited and the inferred resources remain open along strike, down dip and down plunge.

During 2015, approximately 65,000 metres (Seabee Mine – 30,000 metres; Santoy Mine Complex – 35,000 metres) of underground infill and definition drilling will focus on targets that have the potential to materially impact near-term production, positively impact the Company’s Mineral Reserves and Mineral Resources and optimize mine design at the Santoy Gap. The deepest hole to date at Santoy Gap returned 43.28 (uncut) or 30.54 (cut) grams of gold per sonne over 1.15 metres true width at 675 metres below surface (Please see Claude news release “Claude Provides Exploration Update and Initiates Deep Drill Program at the Santoy Mine Complex” dated October 19, 2015). At the Seabee Mine, underground drilling will target the very prospective near-mine environment which is under-explored and cost effective to test.

Corporate Outlook

Claude will continue to:

Seek improvements in all areas of safety, health and the environment in operations;

ii)

Focus on cost containment, improving margins and sustaining a production profile of approximately 70,000 ounces of gold per year at the Seabee Gold Operation;

iii)

Reduce debt and strengthen the Balance Sheet; and

iv)

Sustain or increase Mineral Reserves and Mineral Resources at the Seabee Gold Operation through targeted exploration and development.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 4

Mining Operation Results

Seabee Gold Operation

Production Statistics
	Three Months Ended Sept 30									Nine Months Ended Sept 30
	2015			2014			Change			2015			2014			Change

Santoy Mine Complex
Tonnes milled		53,747			33,221			62	%		134,361			88,005			53	%
Tonnes per day		584			361			62	%		492			322			53	%
Head grade (grams per tonne)		6.92			6.75			3	%		7.96			5.45			46	%
Ounces produced		11,575			6,957			66	%		33,160			14,758			125	%

Seabee Mine
Tonnes milled		15,641			41,709			(62	%)		77,057			131,041			(41	%)
Tonnes per day		170			453			(62	%)		282			480			(41	%)
Head grade (grams per tonne)		8.56			10.57			(19	%)		10.18			8.93			14	%
Ounces produced		4,147			13,657			(70	%)		24,248			35,942			(33	%)

Total tonnes milled		69,388			74,930			(7	%)		211,418			219,046			(3	%)
Average head grade (grams per tonne)		7.29			8.88			(18	%)		8.77			7.53			16	%
Recovery (%)		96.7	%		96.4	%		-			96.3	%		95.6	%		1	%
Total gold produced (ounces)		15,722			20,614			(24	%)		57,408			50,700			13	%
Total gold sold (ounces)		16,528			17,578			(6	%)		54,388			46,133			18	%

Third quarter gold production of 15,722 ounces was 24 percent lower period over period; this was attributable to lower mill throughput attributable to the loss of approximately 10 days of underground mine production due to local forest fires and lower ore grades (which averaged 7.29 grams of gold per tonne), offset by improved recovery rates of 96.7 percent. Year to date, total gold production of 57,408 ounces was a new nine month production record; these strong production results were driven by a 16 percent increase in grade which was attributable to positive reconciliation on grade compared to mine plan and ounces from both the L62 and Santoy Gap deposits. The Santoy Gap deposit has continued to advance ahead of schedule by averaging 584 tonnes per day for the quarter and 492 tonnes per day for the year. During the remainder of 2015, mill throughput is expected to average approximately 800 tonnes per day while grades are expected to reflect Q3 actuals.

Santoy Mine Complex

During the third quarter of 2015, the Santoy Mine Complex produced 11,575 ounces of gold (Q3 2014 – 6,957 ounces) from the Santoy Gap deposit; year to date, 33,160 ounces were produced (YTD 2014 – 14,758 ounces). Period over period, the increase in ounces produced is attributable to a three percent increase in grade and a 62 percent increase in tonnage throughput. Year to date, this increase is attributable to a 46 percent increase in grade, a 53 percent increase in tonnes milled and a mine schedule which focused on the Santoy Gap deposit. Production has reconciled above the Mineral Reserve and Mineral Resource on ounces and below it on tonnage.

During the remainder of 2015, the Company will continue to move from one mining front to three, driving increased production and stope availability while reducing production risk. Ramp-up at the Santoy Gap deposit is ahead of schedule, achieving an average mill throughput of 584 tonnes per day or 77 percent of total mill throughput during the third quarter.

Updates on components of the Santoy Gap mine plan (with a focus on mine design, ventilation and future power requirements) have continued during 2015. Infrastructure upgrades are ongoing to further increase the production rate to 600 to 700 tonnes per day in 2016. Capital expenditures required to achieve future production objectives are expected to be funded through internal cash flows.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 5

Seabee Mine

During the third quarter of 2015, the Seabee Mine produced 4,147 ounces of gold (Q3 2014 – 13,657 ounces of gold). Period over period, the decrease in ounces produced from the Seabee Mine was attributable to a 19 percent decrease in grade and a 62 percent decrease in tonnes milled, a result of planned mine sequencing.

Year to date, production of 24,248 ounces of gold (YTD 2014 – 35,942 ounces of gold) at the Seabee Mine was attributable to a 14 percent increase in grade offset by 41 percent decrease in tonnes. The key driver of the improved grade has been the increased contribution from the L62 where there has been a positive reconciliation on grade and ounces. For the remainder of 2015, the average head grade is expected to reconcile higher than mineral reserve grades.

Capital Projects

Tailings Facility

The Company has continued with upgrades to its tailings facilities to ensure adequate storage capacity and treatment of mill effluent. When completed in 2016, this facility will be permitted up to 463 metre elevation and will have the capacity to store mill tailings from the Seabee Mill until approximately 2021. The Company is in the process of planning tailings capacity expansion beyond 2021.

Financial Results of Operations

Net Earnings

For the three months ended September 30, 2015, net earnings of $5.7 million ($0.03 per share) were $1.2 million lower than net earnings of $6.9 million ($0.04 per share) for the same period in 2014. Period over period, earnings were impacted by fewer ounces produced and sold, offset by higher Canadian dollar realized gold prices. In addition, earnings were also impacted by expensing $0.8 million of unamortized debt issue costs due to the early retirement of the Term loan held by CCP. In Q3 2014, earnings were positively impacted by a $1.0 million gain on sale of certain securities.

Year to date, net earnings of $21.0 million ($0.11 per share) were a $15.9 million improvement over net earnings of $5.1 million ($0.03 per share) reported for the first nine months of 2014. Year to date, the weakening of the $CDN / U.S. exchange rate, which has resulted in higher Canadian gold prices, has had a positive $10.6 million impact on earnings and cash flow.

Revenue

Gold revenue for the three months ended September 30, 2015 was relatively unchanged period over period. For the quarter, the seven percent increase in Canadian dollar gold prices realized per ounce (Q3 2015 – $1,485 (U.S. $1,135); Q3 2014 – $1,384 (U.S. $1,270)) was offset by a six percent decrease in gold sales volume (Q3 2015 – 16,528 ounces; Q3 2014 – 17,578 ounces).

Year to date, gold revenue increased 24 percent to $80.5 million from the $64.7 million reported in the first nine months of 2014. This increase was attributable to a sales volume increase of 18 percent (YTD 2015 – 54,388 ounces; YTD 2014 – 46,133 ounces) and a six percent increase in Canadian dollar gold prices realized per ounce (YTD 2015 - $1,480 (U.S. $1,174); YTD 2014 - $1,402 (U.S. $1,281)) aided by a weakening Canadian dollar (YTD 2015 - CDN$/U.S.$ Exchange 1.2598; YTD 2014 - CDN$/U.S.$ Exchange 1.0943). Year to date, the weakening $CDN / U.S. Exchange rate had a positive $10.6 million impact on earnings and cash flow.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 6

Production Costs

For the three months ended September 30, 2015, mine production costs of $11.2 million (Q3 2014 - $12.0 million) decreased seven percent period over period. For the third quarter of 2015, total cash cost per ounce of gold sold of $721 (U.S. $551), inclusive of the Net Smelter Return (“NSR”) Royalty costs, decreased two percent from the comparable period in 2014 (Q3 2014 - $735 (U.S. $675)) due primarily to increased sales volumes.

Year to date, mine production costs were $33.8 million (YTD 2014 - $35.2 million), a four percent improvement. Total cash cost per ounce of $669 (U.S. $531) for the first nine months of 2015 was 16 percent lower than the cash cost per ounce of $801 (U.S. $732) reported during the first nine months of 2014. Notwithstanding a three percent decrease in tonnage throughput, these results are attributable to an 18 percent increase in the number of ounces of gold sold, a reflection of the higher grade ore throughput from the Santoy Gap and L62 deposits and better than budgeted dilution rates from effective ground support on the L62 deposit.

All-in sustaining costs during the third quarter of 2015 were $18.0 million, or $1,089 (U.S. $832) per ounce of gold sold (Q3 2014 - $18.7 million, or $1,063 (U.S. $976) per ounce). During the first nine months of 2015, all-in sustaining costs were $61.4 million, or $1,129 (U.S. $896) per ounce of gold sold (YTD 2014 - $58.4 million, or $1,265 (U.S. $1,156) per ounce of gold sold). All-in sustaining costs have benefitted from similar drivers to cash costs noted above along with lower development costs associated with the Alimak mining method.

Production Royalty

Production at the Seabee Gold Operation is subject to a three percent NSR Royalty. For the three months ended September 30, 2015, royalties incurred were $0.7 million (Q3 2014 - $0.9 million). Period over period, this decrease is attributable to six percent fewer ounces sold. Year to date, the NSR Royalty was $2.6 million (YTD 2014 - $1.7 million); this increase is attributable to 18 percent more ounces sold and to the NSR Royalty only being in effect since March of 2014.

Depreciation and Depletion

For the three months ended September 30, 2015, depreciation and depletion of $4.9 million was up seven percent period over period (Q3 2014 - $4.6 million); this result was attributable to an increase in broken tonnes, an increase in the Seabee Gold Operation’s asset base and offset by a decrease in the Seabee Gold Operation’s reserve base. Year to date, depreciation and depletion was $13.5 million, a 20 percent decrease from the $16.8 million reported for the first nine months of 2014.

Year to date, these results are attributable to a decrease in broken tonnes as well as an increase in the Seabee Gold Operation’s reserve base, which were offset by an increase in the Seabee Gold Operation’s asset base.

General and Administrative Expense

General and administrative expense of $1.2 million for the three months ended September 30, 2015 was consistent with the comparable period in 2014. Year to date, General and administrative expenses of $6.0 million were 15 percent higher than those reported for the first nine months of 2014. Year to date, these variances are attributable to increased compensation costs associated with deferred and restricted share units and increased stock-based compensation costs.

General and Administrative Expense
	Three Months Ended Sept 30					Nine Months Ended Sept 30
	2015			2014		2015		2014

Direct administration	$	984		$	980	$	3,248	$	3,858
Stock-based compensation		238			153		1,017		438
Deferred share unit plan		(85	)		99		1,381		803
Restricted share unit plan		16			26		341		102
Total General and Administrative	$	1,153		$	1,258	$	5,987	$	5,201

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 7

Finance Expense

Finance expense includes interest expense, accretion expense and derivative losses, if any. For the three months ended September 30, 2015, Finance expense was $1.6 million (Q3 2014 - $0.8 million). Period over period, this increase was attributable to the expensing of unamortized debt costs (in conjunction with the retirement of the Term Loan with Crown Capital Partners Inc. (“CCP”)) and due to higher derivative losses. Year to date, finance expense was $5.8 million (YTD 2014 – $4.0 million); this increase is attributable to higher derivative losses which were somewhat offset by lower interest expense. Also in 2014, the Company incurred $0.8 million of expense related to the value of the shares issued as payment for a waiver granted by 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, if any. For the three months ended September 30, 2015, finance and other income was $0.7 million (Q3 2015 - $1.1 million); this result is attributable to decreased derivative gains period over period. Year to date, finance and other income of $2.7 million was consistent with the comparable period of 2014.

Loss (Gain) on Investments

The Company has an equity portfolio of publicly listed companies that are classified as available-for-sale on the Statements of Financial Position. Year to date, the loss of $0.4 million was attributable to the write-down of certain of the Company’s available-for sale securities which had a fair value below cost and had shown objective evidence of impairment. During the first nine months of 2014, the $1.3 million gain was attributable to the disposition of certain securities.

Liquidity and Capital Resources

At September 30, 2015, cash and cash equivalents of $24.5 million (December 31, 2014 - $11.2 million) and bullion (valued at market) of $2.5 million exceeded the principal balance owing of $20.3 million on the Company’s Senior Secured Credit Facility with Scotiabank. At September 30, 2015, working capital was $37.9 million (December 31, 2014 - $23.9 million) with negative net debt of $4.2 million (December 31, 2014 - net debt of $11.4 million). Management believes that operating cash flows (at current gold prices and forecast production) will be sufficient to further development opportunities at the Seabee Gold Operation, service debt and fund the 2016 Winter Ice Road resupply requirements.

	Three Months Ended Sept 30						Nine Months Ended Sept 30
	2015			2014			2015			2014

Cash flow provided by (used in):
Operating activities	$	13,855		$	20,778		$	34,671		$	18,645
Investment activities		(4,873	)		(1,939	)		(19,171	)		9,682
Financing activities		(1,305	)		(2,615	)		(2,207	)		(9,030	)
Increase in cash		7,677			16,224			13,293			19,297
Decrease in cash related to assets held for sale		-			-			-			(88	)
Cash (bank indebtedness), beginning of period	$	16,788		$	(5,638	)	$	11,172		$	(8,623	)
Cash, end of period	$	24,465		$	10,586		$	24,465		$	10,586

Operating Activities

Operating cash flow is the Company’s primary source of liquidity. During the first nine months of 2015, the Company’s cash flow from operations before net changes in non-cash operating working capital was $36.3 million, or $0.19 per share (YTD Q3 2014 - $22.0 million, or $0.12 per share). Cash provided by operating activities was $34.7 million, a $16.1 million increase compared to the first nine months of 2014; this was due to improved net earnings, a result of increased gold revenue which were higher due to improved gold prices and grade. 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. If necessary, 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 debt service payments.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 8

Investing Activities

Cash used in investing activities was $19.2 million for the nine months ended September 30, 2015. Expenditures were comprised of: underground development of $12.3 million; property, plant and equipment additions of $5.7 million; exploration of $0.9 million; and reclamation deposits of $0.3 million. Property, plant and equipment additions include mining equipment, camp infrastructure and tailings management facility expansion. This compares to cash provided by investing activities of $9.7 million for the nine months ended September 30, 2014 which included the proceeds from the sale of an NSR Royalty, the sale of the Madsen Property, the sale of certain investments and the redemption of certain reclamation deposits (collectively providing $25.8 million); these were offset by Mineral property expenditures of $16.1 million during the first nine months of 2014.

Financing Activities

The Company’s financing activities during the first nine months of 2015 included proceeds of $0.9 million received from the issuance of common shares pursuant to the Company’s Employee Share Purchase Program (“ESPP”) and Stock Option Plan. This was offset by $3.1 million of Term loan principal repayments, resulting in a net financing cash outflow of $2.2 million. This compares to a net financing cash outflow of $9.0 million during the first nine months of 2014, which consisted of $0.7 million in funding received from the Company’s ESPP offset by $9.7 million of debt and capital lease repayments.

Liquidity

The Company has sufficient cash on hand to meet its current financial obligations as they come due. Liquidity is primarily influenced by the operational performance of its Seabee Gold Operation, the level of spending on exploration, development and capital programs, the ability to obtain external sources of financing, and movements in the price of gold.

The Company monitors its liquidity on a continuous basis to ensure there is sufficient capital to meet business requirements and 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, where necessary, control the amount of working capital, pursue financing, manage the timing of it capital and exploration expenditures, or sell assets. The Company is not subject to externally imposed capital requirements.

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 capital structure is comprised of a combination of debt and shareholders’ equity.

Schedule of Capital Structure of the Company
	Sept 30			Dec 31			Sept 30
	2015			2014			2014

Debt *	$	19,499		$	21,581		$	22,399
Shareholders’ equity		152,043			129,425			130,018
Debt to equity		13	%		17	%		17	%

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 9

^*For accounting purposes, closing costs associated with the Company’s Senior Secured Credit Facility were netted against the principal balance owing, thereby reducing the carrying value of the Company’s debt on the Statements of Financial Position. The amount presented in the above table is the amortized cost of the balance owing. At September 30, 2015, the principal balance owing on the Company’s Senior Secured Credit Facility was $20.3 million (December 31, 2014 - Term Loan of $22.6 million). A reconciliation between the principal balance owing and the amortized cost (carrying amount) presented on the Company’s Statements of Financial Position is included in the “Other Financial Measures and Reconciliations” section of this MD&A.

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’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. A more detailed discussion on the financial instrument risk exposure is reported in the Management’s Discussion and Analysis for the year ended December 31, 2014.

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 priced 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.

The Company may use derivative financial instruments to hedge some of its exposure to fluctuations in gold prices and foreign exchange rates. Such transactions can expose the Company to credit, liquidity and interest rate risk. The Company does not acquire, hold or issue derivatives for speculative purposes. At September 30, 2015, the Company had derivative instruments outstanding in the form of forward sales contracts relating to 2015 production totaling 5,800 ounces of gold; at September 30, 2014, the Company had derivative instruments outstanding in the form of forward sales contracts relating to 2014 production totaling 12,500 ounces of gold. The market value loss inherent in these contracts at September 30, 2015 was $0.2 million (Q3 2014 - market value gain of $0.9 million).

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.

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 forecast 2015 actuals, are as follows:

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 10

For a U.S. $10 movement in gold price per ounce, earnings and cash flow will have a corresponding movement of CDN $0.9 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 $1.3 million, or $0.01 per share.

For a 0.25 gram per tonne movement in grade, earnings and cash flow will have a corresponding movement of CDN $3.2 million, or $0.02 per share.

Contractual Obligations

At September 30, 2015, other than the Company’s new debt facility with Scotiabank, there were no significant changes to the Company’s contractual obligations from those reported in the Management’s Discussion and Analysis for the year ended December 31, 2014.

Statements of Financial Position

Highlights

Select Statements of Financial Position Data
	Sept 30		Dec 31
	2015		2014		Change

Total assets	$	186,663	$	167,512		11	%
Non-current liabilities	$	21,601	$	25,433		(15	%)

Assets

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 $19.2 million net increase resulted largely from increases of: $13.3 million in cash and cash equivalents, a result of higher gold sales (attributable to improved production and grade at the Seabee Gold Operation); $5.3 million in inventories, largely attributable to the Company’s annual Winter Ice Road resupply at the Seabee Gold Operation and increased gold bullion and in-circuit inventory on hand; and $4.5 million in mineral properties attributable to development and sustaining capital expenditures. These increases were partially offset by a $3.1 million decrease in account receivable attributable to the timing of gold sales and receipt of funds.

Liabilities

Total Current and Non-current liabilities were $34.6 million at September 30, 2015, a decrease of $3.5 million from December 31, 2014. This result was largely attributable to principal repayments on the Company’s long-term debt.

Shareholders’ Equity

Shareholders’ equity increased by $22.6 million to $152.0 million at September 30, 2015, from $129.4 million at December 31, 2014. This result is mainly attributable to a $21.0 million decrease to Accumulated deficit, a result of the net earnings for the first nine months of 2015, and an increase in Share capital of $1.3 million due to the issuance of common shares pursuant to the Company’s ESPP and Stock Option programs.

Comprehensive income consists of net earnings (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.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 11

Selected Quarterly Production and Financial Data

	Sept 30		Jun 30		Mar 31		Dec 31			Sept 30		Jun 30		Mar 31			Dec 31
	2015		2015		2015		2014			2014		2014		2014			2013

Tonnes milled		69,388		74,781		67,249		60,551			74,930		79,746		64,370			74,458
Grade processed (grams of gold per tonne)		7.29		8.88		10.17		6.57			8.88		7.70		5.76			5.61
Gold ounces
Produced		15,722		20,619		21,067		12,284			20,614		18,742		11,344			12,789
Sold		16,528		20,534		17,326		16,639			17,578		17,690		10,865			13,209
Revenue ($ millions)		24.5		29.7		26.2		22.7			24.3		24.7		15.6			17.5
Production costs ($ millions)		11.2		11.9		10.7		15.0			12.0		12.6		10.6			12.5
Capital expenditures ($ millions)		4.8		4.9		9.2		6.2			4.4		3.8		7.8			6.7
Cash flow from operations before net changes in non-cash operating working capital ($ millions) ^(c)		11.4		15.6		9.3		4.5			10.4		9.9		1.8			4.5
Cash flow from operations before net changes in non-cash operating working capital ^(c) per share		0.06		0.08		0.05		0.02			0.06		0.05		0.01			0.03
Net earnings (loss) ($ millions) ^(a)		5.7		10.2		5.1		(0.5	)		6.9		3.3		(5.1	)		(27.1	)
Net earnings (loss) per share ^{(a) (d)}		0.03		0.05		0.03		(0.00	)		0.04		0.02		(0.03	)		(0.15	)
Average realized gold price (CDN$ per ounce)		1,485		1,448		1,511		1,365			1,384		1,397		1,438			1,323
Average realized gold price (U.S.$ per ounce)		1,135		1,178		1,218		1,201			1,270		1,282		1,303			1,260
Cash cost per ounce ^(b) (CDN$ per ounce)		721		623		675		934			735		753		983			944
Cash cost per ounce ^(b) (U.S.$ per ounce)		551		507		544		822			675		691		891			899
All-in sustaining ^(b) (CDN$ per ounce)		1,089		954		1,374		1,434			1,063		1,065		1,919			1,609
All-in sustaining ^(b) (U.S.$ per ounce)		832		776		1,107		1,262			976		977		1,738			1,533

Weighted average shares outstanding (basic)		194,875		194,642		192,928		188,156			188,156		188,156		182,029			175,811

CDN$/U.S.$ Exchange		1.3091		1.2291		1.2408		1.1361			1.0892		1.0902		1.1038			1.0498

^(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, a $4.3 million impairment charge on the Madsen Property and a deferred income tax expense of $15.4 million. Excluding the impairment charges and deferred income tax expense (recovery), net loss in Q4 2013 totaled $4.2 million

^(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 earnings (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

Improving gold production (69,692 ounces of gold produced over the last four quarters and 133,181 ounces of gold production over the last eight quarters) and steady production costs attributable to replacing lower grade Santoy 8 ore with higher grade Santoy Gap ore, mine sequencing and positive reconciliation on grade at both the Seabee mine and Santoy Mine Complex.

Canadian average gold price realized has been trending modestly upward over the last eight quarters.

Improving sales and profit, a result of improving grade and higher Canadian gold prices.

Improving cash cost per ounce (which has improved nearly $300 over the last eight quarters) and all-in sustaining cost per ounce attributable to an increase in the number ounces of gold sold (a reflection of the higher grade mined from the Santoy Gap and L62 deposits) and reduced production costs.

The weakening of the Canadian dollar versus the United States dollar, which has decreased 25 percent over the last eight quarters.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 12

Accounting Estimates

Certain of the Company’s accounting policies require that Management make decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. For a discussion of those estimates, please refer to the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014, available at www.sedar.com.

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 these standards, if applicable, when they become effective.

Financial Instruments

Revenue

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”), was issued by the IASB in May 2014 and clarifies the principles for recognizing revenue from contracts with customers. In July 2015, IASB deferred the effective date of the standard to annual reporting periods beginning on or after January 1, 2018, with earlier application permitted. The Company intends to adopt IFRS 15 in its financial statements for the annual period beginning January 1, 2018. The Company is currently evaluating the impact of IFRS 15 on its financial statements, if any.

Exploration

During 2015, exploration at the Seabee Gold Operation is 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 are 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 and is relatively underexplored.

During the second quarter of 2015, the Company increased its land position to 47,940 acres (19,400 hectares) from 42,500 acres (17,200 hectares) to expand continuity of the north east portion of its land position. The Company plans to complete compilation and reconnaissance work on the newly acquired claims to the east and north of Santoy as well as compile and review the historic work completed.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 13

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

Santoy Mine Complex

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

The primary focus of the 2015 underground drill program has been on the infill and expansion of the Santoy Gap resource and reserve. The program has had positive results to date and has expanded economic mineralization up-dip to the southeast and at depth. Hole SUG-15-048 graded 43.28 (uncut) or 30.54 (cut) grams of gold per tonne over 1.15 metres and, at 675 metres depth, is the deepest hole ever drilled at the Santoy Mine Complex. This intercept is important as it confirms continuity and demonstrates that grades remain robust at depth; follow-up drilling in the immediate area is on-going.

Hole SUG-15-315 targeted the up-dip continuity at 140 metres elevation and returned 31.10 (uncut) or 11.08 (cut) grams of gold per tonne of 7.06 metres true width. This high grade, wide intercept is approximately 75 metres up-plunge from current development and links to near-surface inferred resources. Results from drilling of the up-dip extension at Santoy Gap are consistent with underground development sampling and will be included in the year-end resource and reserve update.

Recent highlights from the underground program are outlined in the table below.

Highlights of Drill Holes Intercepting Multiple Vein Systems Within the Santoy Gap Deposit
HOLE ID	ZONE	FROM	UNCUT (g/t)	CUT (g/t)	TRUE WIDTH (m)
JOY-13-690*	9C	684.27	200.92	27.32	1.95
Including		684.98	602.00		0.33
JOY-13-692*	8A	632.85	30.08	22.89	5.90
SUG-15-048	9C	372.40	43.28	30.54	1.15
Including		373.20	107.28		0.54
SUG-15-051	9A	188.20	13.58	13.58	2.93
SUG-15-309	9A	191.70	152.94	21.93	1.10
Including		191.70	561.63		0.30
SUG-15-310	9A	132.00	19.68	19.68	2.08
SUG-15-312	9A	216.30	27.65	27.65	0.43
SUG-15-314	9A	125.60	22.79	18.18	3.30
SUG-15-315	9A	162.60	31.33	11.08	7.06
Including		182.00	495.27		0.33

Note: Composites were calculated using a 3.5 g/t Au cut-off grade and may include internal dilution. Assays are top cut to 75.0 g/t Au.

* Previously released drill intercepts.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 14

In addition to the on-going 2015 program at Santoy Gap, the Company has completed a drill chamber and begun an additional 6,000 metre drill program to target the plunge continuity of the Santoy 8 Deposit proximal to hole JOY-13-692, which graded 30.08 (uncut) or 22.89 (cut) grams of gold per tonne over 5.90 metres true width (See news release May 22, 2013, “Claude Discovers Significant Extensions at the Santoy Gap and Santoy 8 Deposits”). This intercept hosted strong visible gold and telluride mineralization within a vein system of significant true width and is associated with intense footwall alteration. The Santoy 8 system appears to be improving with depth and the Company now has the ideal platform to test this system. It is located 400 metres down plunge from existing Santoy 8 infrastructure and 250 metres from the Santoy Gap inferred resources. Drilling will test from 450 metres to 800 metres below surface with drill spacing between 50 and 100 metres. This program is of particular significance as drill testing of the continuity between the Santoy Gap and Santoy 8 deposits is limited and the inferred resources remain open along strike, down dip and down plunge.

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

Highlights of Drill Holes Intercepting Multiple Vein Systems Within the Santoy Gap Deposit
Hole ID	VEIN SYSTEM
	9A		9B		9C
	Grade g/t Au (cut)	True width (m)	Grade g/t Au (cut)	True width (m)	Grade g/t Au (cut)	True width (m)
	Grade g/t Au (cut)	True width (m)	Grade g/t Au (cut)	True width (m)	Grade g/t Au (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. Furthermore, 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 and is significant because it confirms continuity at depth between the Santoy Gap and Santoy 8 deposits.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 15

Highlights from 2013 Santoy Mine Complex Drilling
Hole ID	Easting	Northing	From (m)	To (m)	Grade Au (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

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.

Figure 2: Santoy Region Composite Longitudinal Section.

Seabee Region

During 2015, a 4,000 metre surface exploration program focused on evaluating the most prospective near-Seabee mine targets that could not be tested from underground. Results are being compiled with a view to re-rank near-surface targets for 2016.

A 10,000 metre 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 and reserve base. This program ramped-up early in the second quarter and will continue during the remainder of the year. The first targets to be tested include the 3 vein and the up-dip L62 areas, followed by the 15 and 18 veins in the eastern sections of the mine. The first of these targets have been completed with some follow-up work planned for the first half of 2016. Underground drill programs exploring the 15 and 18 veins are slated to begin in the first quarter of 2016.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 16

Figure 3: Seabee Mine Composite Longitudinal Section

Amisk Gold Project

No exploration expenditures are planned for the Amisk Gold Project during 2015.

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. Regional potential remains high and exploration maturity low. Historical field work and extensive compilation resulted in the emergence of an extensive list of exploration targets that have been prioritized for future assessment. The Company has also completed target development, 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.

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

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 17

Figure 4: Amisk Gold Project Land Package

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

Seabee Gold Operation

At November 30, 2014, Proven and Probable Mineral Reserves at the Seabee Gold Operation were 1,323,100 tonnes, grading at 7.03 grams of gold per tonne or 299,000 ounces of gold. The increase in reserve grade was driven by a 35 percent increase in grade year over year at the Santoy Gap (7.64 grams of gold per tonne from 5.68 grams of gold 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. 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. 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.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 18

Measured and Indicated Mineral Resources were 651,000 tonnes, grading at 5.98 grams of gold per tonne or 125,200 ounces of gold. Inferred Mineral Resources were 3,311,400 tonnes, grading at 7.96 grams of gold per tonne or 847,300 ounces of gold. The increase 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.

Seabee Gold Operation Mineral Reserves and Mineral Resources
	November 30, 2014
	*Tonnes*	*Grade* *(Au g/t)*	*Ozs Au*
*Seabee Gold mine*
Proven Reserves	217,700	6.05	42,400
Probable Reserves	192,600	6.91	42,800
Measured Resources	17,400	8.26	4,600
Indicated Resources	88,500	6.49	18,500
Inferred Resources	403,300	8.09	104,900
*Santoy Gap*
Proven Reserves	105,000	5.49	18,500
Probable Reserves	694,600	7.96	177,800
Measured Resources	34,800	5.85	6,500
Indicated Resources	147,900	5.65	26,900
Inferred Resources	1,319,100	7.50	318,100
*Santoy 8*
Proven Reserves	15,300	4.91	2,400
Probable Reserves	97,900	4.79	15,100
Measured Resources	34,700	8.71	9,700
Indicated Resources	67,000	4.13	8,900
Inferred Resources	1,344,300	8.56	369,900
*Porky Main*
Indicated Resources	160,000	7.50	38,600
Inferred Resources	70,000	10.43	23,500
*Porky West*
Indicated Resources	100,700	3.57	11,600
Inferred Resources	174,800	5.48	30,800
*Total Gold*
*Proven & Probable Reserves*	1,323,100	7.03	299,000
*Measured & Indicated Resources*	651,000	5.98	125,200
*Inferred Resources*	3,311,400	7.96	847,300

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.

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

^3.

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 realized costs.

^4.

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

^5.

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.

^6.

Proven and Probable Mineral Reserves are exclusive of Measured and Indicated Mineral Resources.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 19

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 gold equivalent (“Au Eq”) per tonne and an Inferred Resource of 645,000 ounces at 0.70 grams of Au Eq per tonne.

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

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

* Reported at a cut-off of 0.40 grams of 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. Brian Skanderbeg, P.Geo., is the Qualified Person for Claude Resources for the Amisk Gold Project.

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.

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
0.60	18,322,858	1.25	736,367	13,665,490	0.94	412,994
0.80	11,418,785	1.58	580,054	6,659,786	1.20	256,941
1.00	7,606,617	1.93	471,998	3,589,543	1.48	170,802
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.

Common Share Data

The authorized share capital of the Company consists of an unlimited number of common shares and two classes of unlimited preferred shares issuable in series. At September 30, 2015, there were 194,881,829 common shares outstanding (December 31, 2014 – 188,155,978 common shares).

During the first nine months of 2015, the Company issued 6,105,093 common shares pursuant to the Company’s ESPP (2014 - 7,799,148 common shares), 412,565 common shares pursuant to the Company’s Stock Option Plan (2014 – nil) and a total of 208,193 common shares pursuant to the repurchase of two joint ventures on the Seabee Property. At November 4, 2015, there were 194,973,705 common shares of the Company issued and outstanding.

Stock Options, Deferred Share Units and Restricted Share Units

For further discussion of the Company’s share-based payments, please refer to the Company’s September 30, 2015 condensed consolidated interim financial statements and notes thereto (unaudited) and the Company’s December 31, 2014 audited consolidated financial statements and notes thereto, available at www.sedar.com.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 20

Stock Options

At September 30, 2015, there were 9.3 million stock options outstanding with exercise prices ranging from $0.17 to $2.38 per share and expiration dates ranging from January 1, 2016 to May 6, 2022. This compares to 8.5 million stock options outstanding at December 31, 2014 ranging from $0.17 to $2.38 per share.

Deferred Share Units

During the first nine months of 2015, the Company granted 646,777 DSUs to participating Directors and settled 2,247,996 DSUs (YTD Q3 2014 – 3,043,481 DSUs granted, 1,320,582 DSUs settled). At September 30, 2015, total DSUs held by participating Directors was 1,701,766 (December 31, 2014 – 3,302,985). For DSUs, the Company records compensation expense with an offsetting credit to accounts payable to reflect the estimated fair value of DSUs granted to participants.

Restricted Share Units

During the first nine months of 2015, 466,520 RSUs were granted to eligible participants and 259,421 RSUs were settled in accordance with plan details (YTD Q3 2014 – 1,058,696 RSUs granted, 280,435 RSUs settled). At September 30, 2015, total RSUs held by participants was 985,360 (December 31, 2014 – 778,261). 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.

Business Risks

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

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.

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 because it has been used in the past and Management and certain stakeholders use it to analyze the Company’s historical and future performance, and its ability to generate cash flow in future periods. 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.

All-In Sustaining Cost Per Ounce

All-in sustaining costs (“AISC”) and AISC cost per ounce are Non-IFRS 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 AISC as set out by the World Gold Council, which became effective January 1, 2014. The Company defines AISC 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. AISC 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 AISC are divided by gold ounces sold; U.S.$ AISC per ounce sold are translated to Canadian dollars using the average Bank of Canada CDN$/U.S.$ exchange rate.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 21

AISC and AISC cost per ounce are reconciled to the amounts included in the Consolidated Statements Income as follows:

	Three Months Ended Sept 30									Nine Months Ended Sept 30
	2015			2014			Change			2015			2014			Change

Production cost	$	11,183		$	12,021			(7	%)	$	33,823		$	35,243			(4	%)
Production royalty		736			902			(18	%)		2,588			1,694			53	%
Cash costs of gold sold	$	11,919		$	12,923			(8	%)	$	36,411		$	36,937			(1	%)
Smelting, refining, freight		49			64			(23	%)		158			172			(8	%)
By-product credits		(11	)		(14	)		(21	%)		(44	)		(63	)		(30	%)
General and administrative		1,153			1,258			(8	%)		5,987			5,201			15	%
Accretion		27			35			(23	%)		77			114			(32	%)
Development		4,377			2,727			61	%		12,325			12,453			(1	%)
Property, plant and equipment		343			1,626			(79	%)		5,720			3,351			71	%
Exploration		148			65			128	%		764			201			280	%
All-in sustaining costs	$	18,005		$	18,684			(4	%)	$	61,398		$	58,366			5	%

Divided by ounces sold		16,528			17,578			(6	%)		54,388			46,133			18	%
Total cash cost per ounce	$	721		$	735			(2	%)	$	669		$	801			(16	%)
AISC per ounce	$	1,089		$	1,063			2	%	$	1,129		$	1,265			(11	%)
CDN$ Exchange rate		1.3091			1.0892			20	%		1.2598			1.0943			15	%
Total cash cost per ounce (U.S.$)	$	551		$	675			(18	%)	$	531		$	732			(27	%)
AISC (U.S.$)	$	832			976			(15	%)	$	896		$	1,156			(22	%)

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 these may not be comparable to similarly titled measures of other companies.

Calculation of Cash Flow from Operations before Net Changes in Non-Cash Operating Working Capital
	Three Months Ended Sept 30						Nine Months Ended Sept 30
	2015			2014			2015			2014

Net earnings	$	5,662		$	6,852		$	21,029		$	5,068
Adjustments for non-cash items:
Depreciation and depletion		4,876			4,604			13,490			16,841
Finance expense		868			126			1,096			1,176
Finance and other income		(247	)		(320	)		(747	)		(833	)
Loss on sale of assets		-			-			-			642
Loss (gain) on investments		-			(1,047	)		425			(1,317	)
Stock-based compensation		238			153			1,017			438
	$	11,397		$	10,368		$	36,310		$	22,015
Weighted average shares outstanding (basic)		194,875			188,156			194,156			186,136
Weighted average shares outstanding (diluted)		196,194			188,459			195,301			186,313
Per share cash flows from operating activities (basic and diluted)	$	0.06		$	0.06		$	0.19		$	0.12

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 22

Reconciliation Principal Balance Owing on Debt and Calculation of Net 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, and a reconciliation of net debt, is outlined below.

Principal Balance of Debt and Net Debt
	Sept 30			Dec 31
	2015			2014

Term loan (amortized cost)	$	19,499		$	21,581
Add: Remaining closing costs to be amortized		801			1,019
Debt (principal balance owing)	$	20,300		$	22,600

Less: Cash and cash equivalents		24,465			11,172
Net debt	$	(4,165	)	$	11,428

Disclosure Controls and Internal Controls over Financial Reporting

Disclosure Controls and Procedures

As at September 30, 2015, 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 September 30, 2015

Changes in Internal Control Over Financial Reporting

During the three and nine months ended September 30, 2015, there have been no significant changes made to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s 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.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 23

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.

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.

Claude Resources Inc.

Q3 2015 Management’s Discussion and Analysis
(in thousands of CDN dollars, except as otherwise noted)	Page 24

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

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

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

Forward-looking statements in this MD&A are made as of the date of this MD&A, being November 4, 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.

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.

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