##### 



Exhibit 1
 Claude Resources Inc.
 Annual Information Form
 March 31, 2006




---



##### 



Table of Contents
 Claude Resources Inc. (Claude or the Company)
Annual Information Form  March 31, 2006
 PageStatement Regarding Forward-Looking Information
    
    
    4Glossary of Terms
    
    
    5Item 1: Corporate Structure1.1 Name, Address and Incorporation
    
    
    121.2 Subsidiary Corporations
    
    
    12Item 2: General Development of the Business2.1 Recent History
    
    
    12Item 3: Description of the Companys Business3.1 General
    
    
    133.2 Risk Factors
    
    
    143.3 Mineral Properties
    
    
    183.4 Oil and Gas Activities
    
    
    39Item 4: Dividends
    
    
    50Item 5: Description of Capital Structure5.1 General Description of Capital Structure
    
    
    50Item 6: Market for Securities6.1 Trading Price and Volume
    
    
    50Item 7: Directors and Officers7.1 Name, Occupation and Security Holdings
    
    
    51Item 8: Transfer Agent and Registrar
    
    
    52Item 9: Interests of Experts9.1 Names of Experts
    
    
    529.2 Interests of Experts
    
    
    52Item 10: Additional Information
    
    
    52
 APPENDIX A
    
    Report on Reserves DataAPPENDIX B
    
    Report of Management and Directors on Reserves Data and Other InformationAPPENDIX C
    
    Audit Committee Disclosure




---



##### 



STATEMENT REGARDING FORWARD-LOOKING INFORMATION
   METRIC EQUIVALENTS
  To Convert from Metric
    
    To Imperial
    
    Multiply byHectares
    
    Acres
    
    2.471Metres
    
    Feet (ft.)
    
    3.281Kilometres (km)
    
    Miles
    
    0.621Tonnes
    
    Tons (2000 pounds)
    
    1.102Grams/tonne
    
    Ounces (troy/ton)
    
    0.029
 4




---



##### 



GLOSSARY OF TERMS
 ARTC 
 Alteration 
 Amphibolite
 Arsenopyrite
 Assaying
 Autoclave 
 Bbls 
 BCF 
 BOPD
 Batholith
 Boudinage
 BQ Drill
 Bulk Sample
 Carbon-in-pulp
 Care and Maintenance Basis 
 Carried Interest
 Chalcopyrite
 Clastic
 Core Samples
 Cross-cut
 5




---



##### 



Cut-off Grade 
 Cut Value
 Developed or Development 
 Diamond Drilling
 Dip
 Disseminated
 Dore
 Drift
 Dry Well
 Electrowinning
 Environmental Baseline Study 
 Epithermal
 Exploration
 Exploration Wells
 Face
 Facies
 Fault
 Feasibility Study
 Felsic 
 Fire Assay
 Footwall
 6




---



##### 



Fracture
 Fracture-controlled 
 Gabbro
 Geochemistry
 Geophysical Survey
 Gneiss
 Grade
 Gross 
 Gross Reserves
 Head Grade
 Highwall
 Hydrothermal
 Hydrothermal Alteration
 ICA  Investment Canada Act (Canada).
 Igneous
 Indicated Mineral Resource 
 Inferred Mineral Resource 
 Intrusion; Intrusive
 ITA  Income Tax Act (Canada).
 Lens
 7




---



##### 



LT 
 Mafic
 MCF 
 MLT 
 MMCF 
 MSTB 
 Mesothermal
 Measured Resources 
 Metamorphosed Rocks
 Metallurgy
 Metallurgical Tests
 Mineral
 Mineralization
 Mineral Reserve 
 Mineral Resource
 Muck
 Muskeg
 Natural Gas Liquids or NGLs
 Net Profit Interest
 8




---



##### 



Net Smelter Return Royalty/ NSR Royalty 
 Pillar
 Plunge
 Porphyry
 Prefeasibility Study
 Probable Mineral Reserve 
 Proven Mineral Reserve 
 Pulp
 Pyrite 2
 Pyrrhotite
 Raise 
 Qualified Person 
 Quartz
 Quartz Monzonite
 Recovery Rate
 Refractory
 Resource
 Reverse Circulation Drilling (RC)
 9




---



##### 



Roasting
 Sericite
 Shear Zone
 Showing
 Shrinkage Stoping
 Silification
 Sill
 Specific Gravity
 Splay
 STB
 Stope
 Stratigraphy
 Supergene Effects
 Synform 
 Tailings Pond
 Tonne
 Tourmaline
 Trenching
 Undeveloped Acreage 
 Unitized 
 Vein
 Volcanics
 Waste
 10




---



##### 



Waterflood
 Weighted Average Exercise Price
 Weighted Average Remaining Life
 Working interest or WI 
 Working Interest Reserves 
 11




---



##### 



Item 1 Corporate Structure
  Canada Business Corporations Act
    nd th
   Item 2 General Development of the Business
    12




---



##### 



Item 3 Description of the Companys Business
           13




---



##### 



The Company is Involved in the Resource Industry which has Certain Inherent Exploration and
Operating Risks
   Non-Operator Status of Alberta Oil and Gas Properties
  Persistent Low Gold Prices Could Cause Mine Operations to be Suspended or Shutdown and Negatively
Affect the Companys Profitability
  14




---



##### 



1.
    
    Reduce production revenues as a result of cutbacks caused by the cessation of
mining operations involving deposits or portions of deposits that have become
uneconomic at the prevailing price of gold;2.
    
    Cause the cessation or deferral of new mining projects;3.
    
    Decrease the amount of capital available for exploration activities;4.
    
    Reduce existing reserves by removing ore from reserves that cannot be
economically mined at prevailing prices; or,5.
    
    Cause the write-off of an asset whose value is impaired by the low price of
gold.
   Fluctuations in the U.S. Dollar vs Canadian Dollar Exchange Rate Could Negatively Impact Operating
Results
  Unfavorable Government Regulatory Changes may Cause Cessation of Mining Operations and Exploration
Activities
    15




---



##### 



Stricter Government Environmental Policies may Materially Affect Operating Results and/or Delay
Projects
  Imprecise Ore Reserves and Ore Grade Estimates may Negatively Impact Gold Production and Operating
Profitability
  Inability to Raise Required Funding Could Cause Deferral of Projects and/or Dilution of Property
Interests
    Negative Market Response to Potential Shareholder Dilution Could Impact Share Price and New Equity
Issues
  16




---



##### 



Industry Competition may Hinder Corporate Growth
  Extreme and Persistent Weather Conditions could cause Operating and Exploration Difficulties
  Title to Company Properties could be Challenged with Potential Loss of Ownership
   Uninsured Risks could Negatively Impact Profitability
  Issuance of Flow-Through Securities and the Potential Liabilities Associated with the Failure to
Incur Defined Exploration Expenditures within a Certain Time Frame
   17




---



##### 



Due to the Companys Canadian Jurisdiction, Investors may be Deterred from Trading Company Stock as
it may be Difficult for U.S. Investors to Effect Service of Process Against the Company
  Conflicts of Interest
    18




---



##### 



CLAUDE ASSET LOCATIONS
 
  Seabee Mine
  SEABEE PROPERTY
 
 19




---



##### 



SEABEE AREA
 Property Description and Access
  
     Property Royalties
  20




---



##### 



History
    21




---



##### 



Regional and Property Geology
   Mine Details
   22




---



##### 



Seabee Mine Operating Data
 2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Ore Mined
    
    
    228,900
    
    
    
    144,400
    
    
    
    189,200
    
    
    
    211,900
    
    
    
    186,600Ore Milled (tonnes)
    
    
    236,400
    
    
    
    186,900
    
    
    
    208,900
    
    
    
    201,900
    
    
    
    274,800Grade processed (grams per tonne)
    
    
    6.32
    
    
    
    7.15
    
    
    
    7.95
    
    
    
    6.59
    
    
    
    6.13Mill Recoveries (%)
    
    
    92.9
    
    
    
    95.2
    
    
    
    94.7
    
    
    
    93.7
    
    
    
    88.8Gold Sales (ounces)
    
    
    42,200
    
    
    
    41,200
    
    
    
    50,800
    
    
    
    41,500
    
    
    
    46,300Cash Cost (US$/ounce)*
    
    
    358
    
    
    
    $297
    
    
    
    $253
    
    
    
    $246
    
    
    
    $221
 23




---



##### 



*
    
    The Company reports its operating costs on a per-ounce basis based on uniform standards developed
by the Gold Institute. Management uses this measure to analyze the profitability (compared to
average realized gold prices) of the Seabee mine, before depreciation and depletion. When
evaluating this profitability measure, investors should be aware that no provision has been made
for exploration or development costs. A reconciliation of the cash costs in the above table is
provided below: Consolidated Total Cash Costs
Per Gold Ounce Sold
 Years ended December 31,
 2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001U.S. DollarDirect mining cost
    
    
    $358
    
    
    
    $297
    
    
    
    $253
    
    
    
    $246
    
    
    
    $221Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash operating costs
    
    
    $358
    
    
    
    $297
    
    
    
    $253
    
    
    
    $246
    
    
    
    $221Less: Royalties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total cash costs
    
    
    $358
    
    
    
    $297
    
    
    
    $253
    
    
    
    $246
    
    
    
    $221Gold ounces sold
    
    
    42,200
    
    
    
    41,200
    
    
    
    50,800
    
    
    
    41,500
    
    
    
    46,300Mine operating costs(U.S. $ millions)
    
    
    $15.1
    
    
    
    $12.2
    
    
    
    $12.8
    
    
    
    $10.3
    
    
    
    $10.2(CDN $ millions)
    
    
    $18.3
    
    
    
    $15.9
    
    
    
    $18.0
    
    
    
    $16.1
    
    
    
    $15.8
   Seabee mine  Currie Rose Property
  Geology
  Property History
  24




---



##### 



25




---



##### 



Recent Exploration Results
   Seabee Mine Reserves
    26




---



##### 



Unbroken Ore Reserves as of February 1, 2006
 tonnes
    
    g/t
    
    ouncesSeabee SectorProven Mineral Reserves
    
    
    173,800
    
    
    
    7.46
    
    
    
    41,700Probable Mineral Reserves
    
    
    280,200
    
    
    
    7.01
    
    
    
    63,200Currie Rose SectorProven Mineral Reserves
    
    
    38,000
    
    
    
    8.05
    
    
    
    9,800Probable Mineral Reserves
    
    
    17,500
    
    
    
    7.97
    
    
    
    4,500less 3% stope loss (both sectors)
    
    
    (15,000
    )
    
    
    7.27
    
    
    
    (3,500
    )Subtotal  Unbroken Reserves
    
    
    494,500
    
    
    
    7.27
    
    
    
    115,700Broken Ore Reserves (Development muck)Seabee Sector
    
    
    89,500
    
    
    
    5.92
    
    
    
    17,000Currie Rose Sector
    
    
    17,100
    
    
    
    5.62
    
    
    
    3,100Subtotal  Broken Ore Reserves
    
    
    106,600
    
    
    
    5.87
    
    
    
    20,100Surface stockpile
    
    
    800
    
    
    
    7.16
    
    
    
    200Low Grade Broken Ore ReservesUnderground
    
    
    65,300
    
    
    
    3.05
    
    
    
    6,400Surface
    
    
    17,200
    
    
    
    3.34
    
    
    
    1,800Subtotal  Low Grade Broken Ore Reserves
    
    
    82,500
    
    
    
    3.11
    
    
    
    8,200Total Proven, Probable and Broken Reserves (diluted)
    
    
    684,400
    
    
    
    6.55
    
    
    
    144,200
 27




---



##### 



(a)
    
    A block cut-off grade of 4.10 grams per tonne is applied to resources. This is the
break-even grade at a gold price of U.S.$450 following the application of dilution, mining
losses and mill recovery;(b)
    
    External dilution is estimated to average 10% at zero grade;(c)
    
    Average mining losses are around 3%;(d)
    
    A Specific Gravity of 2.8 is utilized in tonnage estimates on the less sulphide rich zones.
  2005
    
    
    
    
    
    
    
    
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    2003Tonnes
    
    
    g/tonne
    
    
    Ounces
    
    
    Tonnes
    
    
    g/tonne
    
    
    Ounces
    
    
    Tonnes
    
    
    g/tonne
    
    
    OuncesProven
    
    
    395,600
    
    
    
    6.18
    
    
    
    78,600
    
    
    
    400,500
    
    
    
    6.37
    
    
    
    82,000
    
    
    
    187,400
    
    
    
    7.72
    
    
    
    46,500Probable
    
    
    288,800
    
    
    
    7.07
    
    
    
    65,600
    
    
    
    332,200
    
    
    
    7.53
    
    
    
    80,400
    
    
    
    487,300
    
    
    
    7.39
    
    
    
    115,800Total Mineable Reserves
    
    
    684,400
    
    
    
    6.55
    
    
    
    144,200
    
    
    
    732,700
    
    
    
    6.89
    
    
    
    162,400
    
    
    
    674,700
    
    
    
    7.48
    
    
    
    162,300Inferred Mineral Resources (1)
    
    
    1,499,700
    
    
    
    8.86
    
    
    
    427,200
    
    
    
    1,406,200
    
    
    
    8.16
    
    
    
    368,900
    
    
    
    1,987,000
    
    
    
    8.45
    
    
    
    539,800
 (1)
    
    Mineral resources, all in the inferred category, stated after applying
historic mining dilution factors. Seabee/Currie Rose Future Work Programs
 
    Santoy Lake Property
   28




---



##### 



Recent Exploration Results
        Santoy Lake Property Future Work Programs
   29




---



##### 



Resource Summary, Porky lake and Santoy Areas
 Indicated
    
    g/t
    
    Inferred
    
    g/tPorky West
    
    
    90,000
    
    
    
    7. 33
    
    
    
    130,000
    
    
    
    5.00Porky Main
    
    
    160,000
    
    
    
    7.50
    
    
    
    70,000
    
    
    
    10.40Santoy 7
    
    
    190,000
    
    
    
    8.42
    
    
    
    10,000
    
    
    
    10.00Santoy 8 and 8E
    
    
    
    
    
    
    
    
    
    
    910,000
    
    
    8.70 (6.1 cut to 30 g/t)TOTALS
    
    
    440,000
    
    
    
    7.86
    
    
    
    1,120,000
    
    
    
    7.04
 Madsen Properties
   
    
    Buffalo property;
    
    Starratt-Olsen property;
    
    Aiken-Russett property;
    
    Redaurum property;
    
    Hagar Option property; and,
    
    Madsen property.
      30




---



##### 



Location and Access
  MADSEN PROPERTIES
 
 
 How Acquired
  31




---



##### 



Property
    
    Claudes Ownership PercentageMadsen mine
    
    100%, subject to Placer Domes right to earn a 55% interest
under the Placer Dome Option Agreement.Starratt-Olsen
    
    100%, subject to Placer Domes right to earn a 55% interest
under the Placer Dome Option Agreement.Aiken-Russett
    
    100%, subject to Placer Domes right to earn a 55% interest
under the Placer Dome Option Agreement.The property is also subject to a 2% net smelter return
royalty, to a maximum of $2.0 million, held by previous
property holders United Reef Limited and Canhorn Mining
Corporation.Hagar Option
    
    100%, subject to Placer Domes right to earn a 55% interest
under the Placer Dome Option Agreement.Redaurum
    
    20%, with the right to an additional 5% if Placer Dome
fulfills its exploration expenditure requirements as
outlined in the Redaurum option agreement among Placer
Dome, Claude and Sabina. The additional 5% will be granted
to Claude by Sabina in return for Claude waiving its first
right of refusal. The property is subject to a 0.4% NSR in
favor of Redaurum Limited.Buffalo
    
    100%.
 Regional and Property Geology
     32




---



##### 



History and Previous Work
       th
  33




---



##### 



Recent Exploration Results
   Planned Exploration
  Mine Details
   34




---



##### 



Tartan Lake Property
   How Acquired
  Location and Access
  TARTAN LAKE PROPERTY LOCATION
 
 Regional and Property Geology
  35




---



##### 



Exploration History
    Recent Exploration Results
   Amisk-Laural Property
   Location and Access
  36




---



##### 



AMISK/TARTAN LOCATION
 
 How Acquired
    Regional and Property Geology
   37




---



##### 



Previous Exploration History
   Recent Exploration Results
    Jojay Property
     38




---



##### 



Other Mineral Properties
    
 Property Descriptions
  Edson, Alberta
  39




---



##### 



Nipisi Gilwood Unit No. 1, Alberta
    Gainsborough, Saskatchewan
   Production
  Average Oil

    
    Total Oil
    
    Average Gas
    
    
    Total GasProduction
    
    Production

    
    Production
    
    
    ProductionYear
    
    (Barrels Per Day)

    
    (Barrels)

    
    (MMCF per Day)
    
    
    (MMCF)2005
    
    
    227

    
    
    83,000
    
    

    1.83
    
    
    
    6692004
    
    
    249

    
    
    90,900

    
    
    2.18
    
    
    
    7962003
    
    
    250

    
    
    91,200

    
    
    2.19
    
    
    
    800
  40




---



##### 



Reserves
  
    
    analysis of drilling, geological, geophysical and engineering data;
    
    the use of established technology;
    
    specified economic conditions, which are generally accepted as being reasonable, and shall be disclosed; and
    
    a remaining reserve life of 50 years.
  Proved Reserves
  Probable Reserves
  Possible Reserves
   41




---



##### 



Developed Reserves
  Developed Producing Reserves
  Developed Non-Producing Reserves
  Undeveloped Reserves
   Levels of Certainty for Reported Reserves
       42




---



##### 



Reserves Data
  Summary of Oil and Gas Reserves
As of December 31, 2005
Constant Prices and Costs
 Reserves
 Natural GasLight and Medium
    
    
    
    
    
    
    
    
    
    (non-associated &
    
    Natural Gas
    
    Natural GasOil
    
    Heavy Oil
    
    associated)
    
    (solution)
    
    LiquidsGross
    
    Net
    
    Gross
    
    Net
    
    Gross
    
    Net
    
    Gross
    
    Net
    
    Gross
    
    NetReserve Category
    
    (Mbbl)
    
    (Mbbl)
    
    (Mbbl)
    
    (Mbbl)
    
    (MMcf)
    
    (MMcf)
    
    (MMcf)
    
    (MMcf)
    
    (Mbbl)
    
    (Mbbl)ProvedDeveloped Producing
    
    
    555
    
    
    
    385
    
    
    
    0
    
    
    
    0
    
    
    
    7,189
    
    
    
    4,179
    
    
    
    284
    
    
    
    125
    
    
    
    233
    
    
    
    117Developed
Non-Producing
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    25
    
    
    
    8
    
    
    
    0
    
    
    
    0
    
    
    
    1
    
    
    
    0Undeveloped
    
    
    69
    
    
    
    49
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    41
    
    
    
    21
    
    
    
    8
    
    
    
    4Total Proved
    
    
    624
    
    
    
    434
    
    
    
    0
    
    
    
    0
    
    
    
    7,214
    
    
    
    4,187
    
    
    
    325
    
    
    
    146
    
    
    
    242
    
    
    
    121Probable
    
    
    184
    
    
    
    165
    
    
    
    0
    
    
    
    0
    
    
    
    1,218
    
    
    
    894
    
    
    
    95
    
    
    
    62
    
    
    
    49
    
    
    
    33Total Proved
Plus Probable
    
    
    808
    
    
    
    599
    
    
    
    0
    
    
    
    0
    
    
    
    8,432
    
    
    
    5,081
    
    
    
    420
    
    
    
    208
    
    
    
    291
    
    
    
    154
  Net Present Value
    
    Net Present ValueOil and NGLs
    
    Gas
    
    Before taxes
    
    After taxesGross
    
    Net
    
    Gross
    
    Net
    
    0%
    
    10%
    
    0%
    
    10%mbbl
    
    mbbl
    
    MMcf
    
    MMcf
    
    ($000)
    
    ($000)
    
    ($000)
    
    ($000)Proved reservesDeveloped ProducingAlberta
    
    
    727.2
    
    
    
    442.8
    
    
    
    7,473
    
    
    
    4,304
    
    
    
    54,880
    
    
    
    25,442
    
    
    
    37,176
    
    
    
    17,312Saskatchewan
    
    
    60.1
    
    
    
    59.6
    
    
    
    
    
    
    
    
    
    
    
    1,418
    
    
    
    998
    
    
    
    866
    
    
    
    610787.3
    
    
    
    502.4
    
    
    
    7,473
    
    
    
    4,304
    
    
    
    56,298
    
    
    
    26,440
    
    
    
    38,042
    
    
    
    17,922Developed Non-ProducingAlberta
    
    
    .8
    
    
    
    .1
    
    
    
    25
    
    
    
    8
    
    
    
    56
    
    
    
    48
    
    
    
    38
    
    
    
    31
 43




---



##### 



Net Present Value
    
    Net Present ValueOil and NGLs
    
    Gas
    
    Before taxes
    
    After taxesGross
    
    Net
    
    Gross
    
    Net
    
    0%
    
    10%
    
    0%
    
    10%mbbl
    
    mbbl
    
    MMcf
    
    MMcf
    
    ($000)
    
    ($000)
    
    ($000)
    
    ($000)Saskatchewan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Undeveloped
    
    
    .8
    
    
    
    .1
    
    
    
    25
    
    
    
    8
    
    
    
    56
    
    
    
    48
    
    
    
    38
    
    
    
    31Alberta
    
    
    77.9
    
    
    
    52.5
    
    
    
    41
    
    
    
    21
    
    
    
    1,920
    
    
    
    414
    
    
    
    1,293
    
    
    
    245Saskatchewan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77.9
    
    
    
    52.5
    
    
    
    41
    
    
    
    21
    
    
    
    1,920
    
    
    
    414
    
    
    
    1,293
    
    
    
    245Total proved reserves
    
    
    866
    
    
    
    555
    
    
    
    7,539
    
    
    
    4,333
    
    
    
    58,274
    
    
    
    26,902
    
    
    
    39,373
    
    
    
    18,198
  Well
    
    
    Future net
    
    
    
    
    
    
    Future netOperating
    
    
    Development
    
    
    Abandonment
    
    
    revenue before
    
    
    
    
    
    
    revenue afterRevenue
    
    
    Royalties
    
    
    Costs
    
    
    Costs
    
    
    Costs
    
    
    Income taxes
    
    
    Income Taxes
    
    
    Income taxes($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)Proved Reserves
    
    
    138,058
    
    
    
    45,496
    
    
    
    32,695
    
    
    
    1,096
    
    
    
    496
    
    
    
    58,275
    
    
    
    18,902
    
    
    
    39,373
  Net Present Value of Future Net Revenue
By Production Group
As of December 31, 2005
Constant Prices and Costs
 Future Net RevenueBefore Income Taxes(Discounted at10%/Year)Reserves Category
    
    Production Group
    
    
    (M$)Proved
    
    Light and Medium Crude Oil (including solution gas and associated by-products)Heavy Oil (including solution gas and associated by-products)Natural Gas (including associated by-products)
    
    
    6,956016,827Proved Plus Probable
    
    Light and Medium Crude Oil (including solution gas and associated by-products)Heavy Oil (including solution gas and associated by-products)Natural Gas (including associated by-products)
    
    
    8,561018,821
 44




---



##### 



Summary of Oil and Gas Reserves
As of December 31, 2005
Forecast Prices and Costs
 Reserves
 Natural GasLight and Medium
    
    
    
    
    
    
    
    
    
    (non-associated &
    
    Natural Gas
    
    Natural GasOil
    
    Heavy Oil
    
    associated)
    
    (solution)
    
    LiquidsGross
    
    Net
    
    Gross
    
    Net
    
    Gross
    
    Net
    
    Gross
    
    Net
    
    Gross
    
    NetReserve Category
    
    (Mbbl)
    
    (Mbbl)
    
    (Mbbl)
    
    (Mbbl)
    
    (MMcf)
    
    (MMcf)
    
    (MMcf)
    
    (MMcf)
    
    (Mbbl)
    
    (Mbbl)ProvedDeveloped Producing
    
    
    555
    
    
    
    387
    
    
    
    0
    
    
    
    0
    
    
    
    7,189
    
    
    
    4,179
    
    
    
    284
    
    
    
    125
    
    
    
    233
    
    
    
    117Developed Non-Producing
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    25
    
    
    
    8
    
    
    
    0
    
    
    
    0
    
    
    
    1
    
    
    
    0Undeveloped
    
    
    69
    
    
    
    49
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    41
    
    
    
    21
    
    
    
    8
    
    
    
    4Total Proved
    
    
    624
    
    
    
    436
    
    
    
    0
    
    
    
    0
    
    
    
    7,214
    
    
    
    4,187
    
    
    
    325
    
    
    
    146
    
    
    
    242
    
    
    
    121Probable
    
    
    184
    
    
    
    166
    
    
    
    0
    
    
    
    0
    
    
    
    1,218
    
    
    
    894
    
    
    
    95
    
    
    
    62
    
    
    
    49
    
    
    
    33Total Proved Plus Probable
    
    
    808
    
    
    
    602
    
    
    
    0
    
    
    
    0
    
    
    
    8,432
    
    
    
    5,081
    
    
    
    420
    
    
    
    208
    
    
    
    291
    
    
    
    154
 45




---



##### 



forecast prices and costs
 Net Present Value
    
    
    Net Present ValueBefore taxes
    
    
    After Taxes0%
    
    
    5%
    
    
    10%
    
    
    15%
    
    
    20%
    
    
    0%
    
    
    5%
    
    
    10%
    
    
    15%
    
    
    20%($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)Proved ReservesDeveloped producingAlberta
    
    
    35,610
    
    
    
    25,725
    
    
    
    18,957
    
    
    
    14,619
    
    
    
    11,765
    
    
    
    24,609
    
    
    
    17,759
    
    
    
    13,090
    
    
    
    10,098
    
    
    
    8,124Saskatchewan
    
    
    1,206
    
    
    
    1,067
    
    
    
    952
    
    
    
    859
    
    
    
    783
    
    
    
    745
    
    
    
    659
    
    
    
    587
    
    
    
    530
    
    
    
    48736,816
    
    
    
    26,792
    
    
    
    19,909
    
    
    
    15,478
    
    
    
    12,548
    
    
    
    25,354
    
    
    
    18,418
    
    
    
    13,677
    
    
    
    10,628
    
    
    
    8,611Developed Non-producingAlberta
    
    
    49
    
    
    
    46
    
    
    
    43
    
    
    
    41
    
    
    
    39
    
    
    
    33
    
    
    
    31
    
    
    
    28
    
    
    
    27
    
    
    
    25Saskatchewan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49
    
    
    
    46
    
    
    
    43
    
    
    
    41
    
    
    
    39
    
    
    
    33
    
    
    
    31
    
    
    
    28
    
    
    
    27
    
    
    
    25UndevelopedAlberta
    
    
    1,188
    
    
    
    500
    
    
    
    144
    
    
    
    (54
    )
    
    
    (168
    )
    
    
    823
    
    
    
    330
    
    
    
    71
    
    
    
    (74
    )
    
    
    (160
    )Saskatchewan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,188
    
    
    
    500
    
    
    
    144
    
    
    
    (54
    )
    
    
    (168
    )
    
    
    823
    
    
    
    330
    
    
    
    71
    
    
    
    (74
    )
    
    
    (160
    )Total Proved Reserves
    
    
    38,053
    
    
    
    27,338
    
    
    
    20,096
    
    
    
    15,465
    
    
    
    12,419
    
    
    
    26,210
    
    
    
    18,779
    
    
    
    13,776
    
    
    
    10,581
    
    
    
    8,476Probable ReservesAlberta
    
    
    11,004
    
    
    
    5,698
    
    
    
    3,041
    
    
    
    1,776
    
    
    
    1,127
    
    
    
    7,550
    
    
    
    3,908
    
    
    
    2,088
    
    
    
    1,220
    
    
    
    773Saskatchewan
    
    
    373
    
    
    
    219
    
    
    
    142
    
    
    
    100
    
    
    
    74
    
    
    
    231
    
    
    
    135
    
    
    
    88
    
    
    
    62
    
    
    
    47Total Probable
    
    
    11,377
    
    
    
    5,917
    
    
    
    3,183
    
    
    
    1,876
    
    
    
    1,201
    
    
    
    7,781
    
    
    
    4,043
    
    
    
    2,176
    
    
    
    1,282
    
    
    
    820Total Reserves
    
    
    49,430
    
    
    
    33,255
    
    
    
    23,279
    
    
    
    17,341
    
    
    
    13,620
    
    
    
    33,991
    
    
    
    22,822
    
    
    
    15,952
    
    
    
    11,863
    
    
    
    9,296
 46




---



##### 



Well
    
    
    Future net
    
    
    
    
    
    
    Future netOperating
    
    
    Development
    
    
    Abandonment
    
    
    revenue before
    
    
    Income
    
    
    revenue afterRevenue
    
    
    Royalties
    
    
    Costs
    
    
    Costs
    
    
    Costs
    
    
    Income taxes
    
    
    Taxes
    
    
    Income taxes($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)
    
    
    ($000)Proved Reserves
    
    
    124,125
    
    
    
    41,877
    
    
    
    42,294
    
    
    
    1,168
    
    
    
    733
    
    
    
    38,053
    
    
    
    11,844
    
    
    
    26,209Proved & Probable
Reserves
    
    
    152,934
    
    
    
    46,064
    
    
    
    55,466
    
    
    
    1,168
    
    
    
    805
    
    
    
    49,431
    
    
    
    15,440
    
    
    
    33,991
  Net Present Value of Future Net Revenue
By Production Group
As of December 31, 2005
Forecast Prices and Costs
 Future Net RevenueBefore Income Taxes(Discounted at10%/Year)Reserves Category
    
    Production Group
    
    
    (M$)Proved
    
    Light and Medium Crude Oil (including solution gas and associated by-products)Heavy Oil (including solution gas and associated by-products)Natural Gas (including associated by-products)
    
    
    4,647012,658Proved Plus
    
    Light and Medium Crude Oil (including solution gas and associated by-products)Heavy Oil (including solution gas and associated by-products)Natural Gas (including associated by-products)
    
    
    5,942014,253
 Pricing Assumptions
    Oil
    
    Edmonton Par
    
    $68.12/bblNatural Gas
    
    Crown Medium
    
    $52.28/bblAlberta AECO-C
    
    $9.99/McfNatural Gas By-Products
    
    Butanes
    
    $59.32/bblSulphur
    
    $30.00/litrePropane
    
    $51.90/bblPentanes Plus
    
    $71.35/bbl
 47




---



##### 



(1)
 Edmonton
    
    Alberta
    
    Pentanes
    
    ButanesWTI Cushing
    
    Par price
    
    AECO-C
    
    FOB
    
    FOB
    
    
    
    
    
    ExchangeOklahoma
    
    400API
    
    Spot
    
    Fieldgate
    
    Fieldgate
    
    Inflation
    
    RateYear
    
    ($US/bbl)
    
    ($Cdn/bbl)
    
    ($Cdn/MMBTU)
    
    (CDN$/bbl)
    
    (CDN$/bbl)
    
    Rate
    
    (US$/CDN$)2005(2)
    
    
    56.45
    
    
    
    69.28
    
    
    
    8.58
    
    
    
    69.13
    
    
    
    45.20
    
    
    
    1.6
    
    
    
    0.852006
    
    
    60.81
    
    
    
    70.07
    
    
    
    11.58
    
    
    
    71.77
    
    
    
    47.01
    
    
    
    2.5
    
    
    
    0.852007
    
    
    61.61
    
    
    
    70.99
    
    
    
    10.84
    
    
    
    72.71
    
    
    
    47.62
    
    
    
    2.5
    
    
    
    0.852008
    
    
    54.60
    
    
    
    62.73
    
    
    
    8.95
    
    
    
    64.25
    
    
    
    42.08
    
    
    
    2.5
    
    
    
    0.852009
    
    
    50.19
    
    
    
    57.53
    
    
    
    7.87
    
    
    
    58.92
    
    
    
    38.59
    
    
    
    1.5
    
    
    
    0.852010
    
    
    47.76
    
    
    
    54.65
    
    
    
    7.57
    
    
    
    55.97
    
    
    
    36.66
    
    
    
    1.5
    
    
    
    0.85
  
 (1)
    
    Pricing assumptions for 2006 and thereafter provided by Sproule Associates Limited, an
independent qualified reserves evaluator.(2)
    
    Actual weighted average prices realized. Reconciliation of Reserves
  Oil and NGLs (mbbl)
    
    
    Natural Gas (MMcf)Proved
    
    
    Probable
    
    
    Total
    
    
    Proved
    
    
    Probable
    
    
    TotalJanuary 1, 2005
    
    
    144.8
    
    
    
    42.3
    
    
    
    187.1
    
    
    
    1,595
    
    
    
    404
    
    
    
    1,999Production
    
    
    (58
    )
    
    
    
    
    
    
    (58
    )
    
    
    (385
    )
    
    
    
    
    
    
    (385
    )Extensions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    4
    
    
    
    12Improved Recovery
    
    
    66.1
    
    
    
    25.5
    
    
    
    91.6
    
    
    
    28
    
    
    
    11
    
    
    
    39Revisions
    
    
    238.7
    
    
    
    86.6
    
    
    
    325.3
    
    
    
    3,013
    
    
    
    524
    
    
    
    3,537Economic Factors
    
    
    43.3
    
    
    
    11.4
    
    
    
    54.7
    
    
    
    75
    
    
    
    12
    
    
    
    87December 31, 2005
    
    
    434.9
    
    
    
    165.8
    
    
    
    600.7
    
    
    
    4,334
    
    
    
    955
    
    
    
    5,289
 Reconciliation of Future Net Revenue
  (000s)Estimated Future Net Revenue, After Tax, Beginning of Year
    
    
    9,424Sales and Transfers of Oil and Gas Produced, Net of Production Costs and Royalties
    
    
    (1,040
    )Net Change in Prices, Production Costs and Royalties Related to Future Production
    
    
    6,047Changes in Previously Estimated Development Costs Incurred During the Period
    
    
    (1,084
    )Changes in Estimated Future Development Costs
    
    
    (721
    )Extensions and Improved Recovery
    
    
    1,362Discoveries
    
    
    Acquisitions of Reserves
    
    
    Dispositions of Reserves
    
    
    Net Change Resulting from Revisions in Quantity Estimates
    
    
    11,192Accretion of Discount
    
    
    789Net Change in Income Taxes for Current Period
    
    
    2Net Change in Income Taxes for Future Forecast
    
    
    (7,267
    )Miscellaneous Changes
    
    
    (506
    )Estimated Future Net Revenue, After Tax, End of Year
    
    
    18,198
 48




---



##### 



Production History
 
 Q1
    
    Q2
    
    Q3
    
    Q4Product NetbacksOil and NGLs ($/bbl)Sales Price (CDN $)
    
    
    52.72
    
    
    
    58.99
    
    
    
    67.50
    
    
    
    63.77Royalties(1)
    
    
    12.65
    
    
    
    14.14
    
    
    
    15.87
    
    
    
    14.68Production Expenses
    
    
    4.83
    
    
    
    10.65
    
    
    
    24.88
    
    
    
    15.06Netback
    
    
    35.24
    
    
    
    34.20
    
    
    
    26.75
    
    
    
    34.03Gas ($/Mcf)Sales Price (CDN $)
    
    
    6.87
    
    
    
    7.36
    
    
    
    9.26
    
    
    
    12.14Royalties(1)
    
    
    1.99
    
    
    
    2.17
    
    
    
    2.81
    
    
    
    3.50Production Expenses
    
    
    0.78
    
    
    
    1.24
    
    
    
    1.44
    
    
    
    1.13Netback
    
    
    4.10
    
    
    
    3.95
    
    
    
    5.01
    
    
    
    7.51
 
 (1)
    
    Note, royalties do not include provision for NORR. Additional Information
      49




---



##### 



Item 4 Dividends
  Item 5 Description of Capital Structure
     Item 6 Market for Securities
   Toronto Stock Exchange
Common Shares Trading Activity
 Canadian DollarsPeriod
    
    High
    
    LowDecember, 2005
    
    $
    1.18
    
    
    $
    .93November, 2005
    
    $
    .99
    
    
    $
    .82October, 2005
    
    $
    1.05
    
    
    $
    84September, 2005
    
    $
    1.09
    
    
    $
    .90August, 2005
    
    $
    1.18
    
    
    $
    .96July, 2005
    
    $
    1.07
    
    
    $
    .95June, 2005
    
    $
    1.18
    
    
    $
    .96May, 2005
    
    $
    1.15
    
    
    $
    .93April, 2005
    
    $
    1.27
    
    
    $
    1.06March, 2005
    
    $
    1.35
    
    
    $
    1.17February, 2005
    
    $
    1.25
    
    
    $
    1.07January, 2005
    
    $
    1.30
    
    
    $
    1.10
 50




---



##### 



Item 7 Directors and Officers
   Name and Municipality
    
    Positions Held

    
    
    Director /
    
    
    Principal Occupation

    
    
    Common
    
    
    Percentageof Residence
    
    
    
    
    
    Officer
    
    
    
    
    
    
    Shares
    
    
    OwnedSince
    
    
    
    
    
    OwnedArnie E. Hillier(1)(2)(3)(4)
    
    Director,Saskatoon, SK
    
    Chairman of the Board
    
    
    1996
    
    
    Businessperson
    
    
    147,800
    
    
    
    <1%A. Neil McMillan
    
    Director, President
    
    
    
    
    
    President and CEOSaskatoon, SK
    
    and CEO
    
    
    1996
    
    
    of Claude
    
    
    200,000
    
    
    
    <1%Jon R. MacNeill
Calgary, AB
    
    Director
    
    
    1983
    
    
    Businessperson
    
    Nil
    
    NilRonald G. Walker(1)(2)(3)(4)
    
    Director
    
    
    
    
    1984
    
    
    President , GreatVictoria, B.C.
    
    
    
    
    
    
    
    
    
    Canadian DollarStore FranchisingLtd., a privatecompany.
    
    Nil
    
    NilRobert W.
Termuende(1)(2)(3)(4)Fort Steele, B.C.
    
    Director
    
    
    2003
    
    
    Businessperson
    
    
    25,000
    
    
    
    <1%Richard G. Johnson
    
    Chief Financial
    
    
    2004
    
    
    Chief FinancialSaskatoon, SK
    
    Officer
    
    
    
    
    
    Officer of Claude
    
    
    700
    
    
    
    <1%
 
 Note:
    (1)
    Audit Committee.(2)
    Nominating & Corporate Governance Committee.(3)
    Compensation Committee.(4)
    Oil & Gas Reserves Committee      51




---



##### 



Item 8 Transfer Agent and Registrar
 th
 Item 9 Interests of Experts
      Item 10 Additional Information
  www.clauderesources.com www.sedar.com
 52




---



##### 



APPENDIX A
 REPORT ON RESERVES DATA
BY
SPROULE ASSOCIATES LIMITED
 Form 51-101F2
  1.
    
    We have evaluated the Companys Reserves Data as a December 31, 2005. The reserves data
consist of the following:
 (a)
    (i)
    proved and proved plus probable oil and gas reserves estimated as at December
31, 2005 using forecast prices and costs; and(ii)
    the related estimated future net revenue; and(b)
    (i)
    proved oil and gas reserve quantities were estimated as a December 31, 2005
using constant prices and costs; and(ii)
    the related estimated future net revenue.
 2.
    
    The Reserves Data are the responsibility of the Companys management. Our responsibility is
to express an opinion on the Reserves Data based on our evaluation.We carried out our evaluation in accordance with standards set out in the Canadian Oil and Gas
Evaluation Handbook (the COGE Handbook), prepared jointly by the Society of Petroleum
Evaluation Engineers (Calgary Chapter) and the Canadian Institute of Mining Metallurgy &
Petroleum (Petroleum Society).3.
    
    Those standards require that we plan and perform an evaluation to obtain reasonable assurance
as to whether the reserves data are free of material misstatement. An evaluation also
includes assessing whether the reserves data are in accordance with principles and definitions
presented in the COGE Handbook.4.
    
    The following table sets forth the estimated future net revenue attributed to proved plus
probable reserves, estimated using forecast prices and costs on a before tax basis and
calculated using a discount rate of 10%, included in the reserves data of the Company
evaluated by us as of December 31, 2005, and identifies the respective portions thereof that
we have audited, evaluated and reviewed and reported on to the Companys management and Board
of Directors.




---



##### 



Net Present Value of Future Net RevenueIndependent
    
    
    
    
    
    
    
    
    (10% Discount Rate)Qualified
    
    
    
    
    
    LocationReserves
    
    Description
    
    
    OfEvaluator
or
    
    and Preparation Date of
    
    
    Reserves
    
    
    Audited
    
    
    Evaluated
    
    
    Reviewed
    
    
    TotalAuditor
    
    Evaluation Report
    
    
    (Country)
    
    
    (M$)
    
    
    (M$)
    
    
    (M$)
    
    
    (M$)Sproule
    
    Evaluation of the P&NGReserves of Claude Resources In.,as of December 31, 2005, preparedJanuary to February 2006.Total
    
    
    
    
    
    
    
    
    
    Nil
    
    
    23,279
    
    
    Nil
    
    
    23,279
 5.
    
    In our opinion, the reserves data evaluated by us have, in all material respects, been
determined and are presented in accordance with the COGE Handbook.6.
    
    We have no responsibility to update the record referred to in paragraph 4 for events and
circumstances occurring after its preparation date.7.
    
    Because the reserves data are based on judgments regarding future events, actual results will
vary and the variation may be material.




---



##### 



Sproule Associates LimitedCalgary, AlbertaMarch 1, 2006
    
    /s/ Harry J. HelwerdaHarry J. Helwerda, P. Eng.Project Leader;Vice-President, Engineering/s/ Douglas R. BatesDouglas R. Bates, P. Eng.Senior Petroleum Engineer/s/ Michael W. MaughanMichael W. Maughan, C.P.G.,Geol.Manager, Geoscience, and Associate/s/ Robert N. JohnsonRobert N. Johnson, P.Eng.Manager, Engineering, andCorporate Secretary




---



##### 



APPENDIX B
 Report of Management and Directors
on Reserves Data and Other Information
 Form 51-101F3
  (a)
    (i)
    proved and probable oil and gas reserves estimated as at December 31, 2005
using forecast prices and costs; and(ii)
    the related estimated future net revenue; and(b)
    (i)
    proved oil and gas reserve estimated as at December 31, 2005 using constant prices and costs; and(ii)
    the related estimated future net revenue.
   (a)
    
    reviewed the Companys procedures for providing information to the independent
qualified reserves evaluator(b)
    
    met with the independent qualified reserves evaluator to determine whether any
restrictions affected the ability of the independent qualified reserves evaluator to
report without reservation, to inquire whether there had been disputes between the
independent qualified reserves evaluators and Management; and(c)
    
    reviewed the reserves data with Management and the independent qualified
reserves evaluator.
  (a)
    
    the content and filing with securities regulatory authorities of the reserves
data and other oil and gas information;(b)
    
    the filing of the report of the independent qualified reserves evaluator on the
reserves data; and(c)
    
    the content and filing of this report.
  /s/ Neil McMillanNeil McMillanPresident & CEO/s/ Rick JohnsonRick JohnsonCFO/s/ Arnie HillierArnie HillierChairman/s/ Robert TermuendeRobert TermuendeDirector  Member of Oil & Gas CommitteeMarch 3, 2006




---



##### 



APPENDIX C
 Audit Committee Disclosure Pursuant
To Multilateral Instrument 52-110
 A. Audit Committee Charter
    
    (March 30, 2006)
 PURPOSE
  1.
    
    Assisting the Board in fulfilling its oversight responsibilities as they relate to:
 
    
    The integrity of the Companys financial statements and the Companys accounting
policies disclosure and internal controls and financial reporting practices;
    
    Monitoring the qualifications, independence and performance of the Companys
external auditors; and
 2.
    
    Maintaining, through regularly scheduled meetings, a line of communication between the Board
and the Companys financial management and external auditors.
 COMPOSITION AND QUALIFICATIONS
  1.
    
    Each member of the Committee will be a Director who: (i) is not otherwise employed by the
Company, and (ii) has not been so employed at any time during the three years prior to the
time he or she is appointed to the Committee.2.
    
    Each member of the Committee will have and maintain independence from management of the
Company in accordance with the standards of independence required by the Multilateral
Instrument 52-110.3.
    
    Except for the undertaking of non-material specific projects unanimously approved by the
Board, no member of the Committee may receive, directly or indirectly, any consulting,
advisory or other compensatory fee from the Company other than: (i) directors fees, which may
be received in cash, stock options, or other in-kind consideration ordinarily available to
Directors; (ii) a pension or other deferred compensation for prior service that is not
contingent on future service; and (iii) and other regular benefits that Directors receive in
their capacity as members of the Board or its committees.4.
    
    Each member of the Committee shall be financially literate (as such qualifications is
interpreted by the Board in its business judgment) with at least one member being an audit
committee financial expert.5.
    
    Each member of the Committee shall have accounting or related financial management expertise
(as such qualification is interpreted by the Board in its business judgment).6.
    
    No member of the Committee shall serve on the audit committee of more than four public
companies (including Claude) unless the Board shall have made a prior determination that such
simultaneous service will not impair the ability of the member to effectively serve on the
Committee and discloses this determination in the Companys proxy statement.




---



##### 



ORGANIZATION, PROCEDURES AND POWERS
 1.
    
    The Board shall appoint one member of the Committee as the Chair. The Chair (or in his or
her absence, a member designated by the Chair) shall preside at all meetings of the Committee.
The Chair shall be responsible for leadership of the Committee, including scheduling
meetings, preparing agendas and making regular reports to the Board.2.
    
    The Committee shall have the authority to establish its own rules and procedures, consistent
with the bylaws of the Company, for notice and conduct of its meetings should the Committee,
in its discretion, deem it desirable to do so.3.
    
    The Committee shall have the authority to engage independent counsel, independent accountants
or other outside advisers as the Committee deems necessary to carry out its duties. Where the
estimated costs to conduct the engagement exceed $10,000 annually, the Committee shall obtain
approval of the Board before proceeding.
 MEETINGS
  1.
    
    The Committee may include in its meetings: (i) members of the Companys management, (ii)
representatives of the external auditors, (iii) other directors by invitation, or (iv) any
other personnel employed or retained by the Company.2.
    
    The Committee may periodically meet with members of the Companys management in separate
executive sessions to discuss any matters that the Committee believes should be addressed
privately.3.
    
    A meeting of the Committee may be convened by the Chair of the Committee, a member of the
Committee, the external auditors or the Chief Financial Officer. The Corporate Secretary
shall, upon direction of any of the foregoing, arrange a meeting of the Committee. The
Committee shall report to the Board in a timely manner with respect to each of its meetings.
 DUTIES AND RESPONSIBILITIES
 Financial Statements and Published Information
 1.
    
    Review with management and the external auditors any items of concern, any proposed changes
in major accounting policies, any identified risks and uncertainties, and any issues requiring
management judgement, to the extent that the foregoing may be material to financial reporting.2.
    
    Consider any matter required to be communicated to the Committee by the external auditors
under applicable generally accepted auditing standards, applicable law and listing standards,
including the external auditors report to the Committee (and managements response thereto)
on: (a) all critical accounting policies and practices used by the Company; (b) all material
alternative accounting treatments of financial information within generally accepted
accounting principles that have been discussed with management, including the ramifications of
the use of such alternative treatments and disclosures and the treatment preferred by the
external auditors; and (c) any other material written communications between the external
auditors and management.3.
    
    Require the external auditors to present and discuss with the Committee their views about the
quality, not just the acceptability, of the implementation of generally accepted accounting
principles with particular focus on accounting estimates and judgements made by management and
their selection of accounting principles.




---



##### 



4.
    
    Discuss with management and the external auditors (a) any accounting adjustments that were
noted or proposed (i.e. immaterial or otherwise) by the external auditors but were not
reflected in the financial statements and (b) any material correcting adjustments that were
identified by the external auditors in accordance with generally accepted accounting
principles or applicable law.5.
    
    Discuss with management and the external auditors any significant financial reporting issues
considered during the fiscal period and the method of resolution. Resolve disagreements
between management and the external auditors regarding financial reporting.6.
    
    Review with management and the external auditors any off-balance sheet financing mechanisms
being used by the Company.7.
    
    Review with management and the external auditors and legal counsel, if necessary, any
litigation, claim or other contingency, including tax assessments, that could have a material
effect on the financial position or operating results of the Company, and the manner in which
these matters have been disclosed or reflected in the financial statements.8.
    
    Review any problems experienced by the external auditors in performing the audit, including
any restrictions or limitations imposed by management.9.
    
    Review the results of the external auditors audit work including findings and
recommendations and managements response and any resulting changes in accounting practices or
policies and the impact such changes may have on the financial statements.10.
    
    Review the audited annual financial statements, in conjunction with the report of the
external auditors, and related management discussion and analysis, make recommendations to the
Board with respect to approval thereof, before being released to the public, and obtain an
explanation from management of all significant variances between comparable reporting periods.11.
    
    Confirm with the Chief Executive Officer and the Chief Financial Officer (and considering the
external auditors comments, if any, thereon), that the financial statements fairly represent
the Companys financial condition, cash flow and results for the reporting period.12.
    
    Review all interim unaudited financial statements and quarterly reports and related interim
management discussion and analysis, before being released to the public.
 Appointment, Retention and Evaluation of External Auditors
 1.
    
    The Companys external auditors shall report directly to the Committee. The Committee has
the direct responsibility to compensate, oversee, and evaluate the external auditors. The
Committee will recommend to the Board the appointment, and where appropriate, the replacement
of the external auditors. In connection with its oversight of the external audit activities,
the Committee will:
 
    
    At least annually, obtain and review a report by the external auditors describing:
 (a)
    
    The external audit firms internal quality-control procedures;
and(b)
    
    Any material issues raised by: (i) the most recent internal
quality-control review, or peer review, of the firm, or (ii) any inquiry or
investigation by governmental or professional authorities, respecting one or
more independent audits carried out by the firm, and any steps taken to deal
with any issues raised in the reviews described above.
 
    
    Annually review and evaluate:
 (a)
    
    The experience and qualifications of the senior members of the
external auditor team; and




---



##### 



(b)
    
    The performance and independence of the external auditors,
including the lead partner of the external audit firm.
 
    
    Review and approve the annual audit plan prior to the annual audit being undertaken
by the external auditors, including reviewing the year-to-year co-ordination of the
audit plan and the extent of its scope. Approve the fees to be paid to the external
auditors for audit services.
    
    Periodically meet separately with the external auditors without senior management
present.
    
    At least annually, present the Committees conclusion with respect to its evaluation
of the external auditors to the Board.
 Independence of External Auditors
 1.
    
    The Committee shall obtain confirmation and assurance as to the external auditors
independence, including ensuring that they submit on a periodic basis (not less than annually)
to the Committee a formal written statement delineating all relationships between the external
auditors and the Company. The formal submission should also disclose the amount of fees
received by the external auditors for the audit services and for various types of non-audit
services.2.
    
    The Committee shall actively engage in a dialogue with the external auditors with respect to
any disclosed relationships or services that may impact the objectively and independence of
the external auditors and take appropriate action in response to the external auditors report
to satisfy itself of their independence.3.
    
    The Committee will periodically review, and if necessary, update its policy with regard to
the pre-approval of the retention of the external auditors for any permitted non-audit
services, including a requirement that the Committee approve all non-audit engagements of the
external auditors and shall, consistent with that policy, approve the retention of the
external auditors to perform such services and the fees for such services, if required by that
policy. The Committee may, in its discretion, delegate to the Chair of the Committee the
authority to pre-approve any audit or non-audit services to be performed by the external
auditors, provided that any such approvals are presented to the Committee at its next
scheduled meeting. See Pre-Approval Policy.4.
    
    Periodically review and, if necessary, update its guidelines for the Companys hiring of
employees and former employees of the external auditors who were previously engaged on the
Companys account.5.
    
    Discuss with management the timing and process for implementing the rotation of the lead
audit partner, the concurring partner and any other active audit engagement team partner
within the time limits and in such a manner as necessary to prevent the external auditor from
being deemed not independent of the Company pursuant to governing rules and regulations.
 Internal Controls
 1.
    
    The Committee will review with the external auditors and senior management:
 
    
    The adequacy and effectiveness of the Companys internal accounting and financial
controls, including computerized information system controls and security, and consider
any recommendations for improvement of such controls.
    
    Major issues as to the adequacy of the Companys internal controls and any special
audit steps adopted in light of material control deficiencies.
    
    Any related significant findings and recommendations of the external auditors and
internal auditors together with senior managements responses thereto.




---



##### 



2.
    
    The Committee will meet periodically with senior management to discuss the Companys policies
with respect to risk assessment and risk management. In doing so, the Committee will review
the Companys major financial risk exposure and the steps management has taken to monitor and
control such exposure.
 Disclosure Controls
 1.
    
    Review annually the disclosure controls and procedures, including the certification timetable
and related process. Confirm with the Chief Executive Officer and the Chief Financial Officer
the effectiveness of disclosure controls and procedures, and whether there are any significant
deficiencies in internal controls or any fraud related to management or persons who have a
significant role in internal controls.
 
    
    Monitor compliance by the Company with all payments and remittances required to be
made in accordance with applicable law, where the failure to make such payments could
render the directors of the corporation personally liable.
    
    Approve the expenses submitted for reimbursement by the Chief Executive Officer when
deemed appropriate.
 Miscellaneous
  1.
    
    Review and reassess at least annually the adequacy of this Audit Committee Charter and
recommend any proposed changes to the Board.2.
    
    Review the appointment of the Chief Financial Officer and have the Chief Financial Officer
report to the Committee on the qualifications of new employees with a financial oversight role
(i.e. having oversight of, or direct responsibility for, preparing of financial statements and
related information).3.
    
    Approve and ratify Disclosure Committee Members.4.
    
    Report regularly to the full Board any issues that arise with respect to the Committees
performance of its duties and that the Committee deems important to present to the full Board.5.
    
    Review the findings of any examination by regulatory authorities and any external auditors
observations.B.
    
    Composition of the Audit CommitteeThe Audit Committee is comprised of Robert W. Termuende (Chair), Arnie E. Hillier and Ronald
G. Walker. All members are directors who are considered independent and financially
literate within the meaning of Multilateral Instrument 52-110 Audit Committee.C.
    
    Relevant Education & Experience
 Name
    
    Principal Occupation and BiographyMr. Robert W. Termuende
(June 2003)
    
    Following active service in the U.S.
Army, Bob Termuende earned a B.A. in
geological sciences from the University
of British Columbia in 1956. In his
career, he has served as director and
CEO of various exploration and
production companies including Rio Alto
Exploration, Kenton Natural Resources,
Delaware Resources and Eagle Plains
Resources. Mr. Termuende became a
Director of Claude Resources Inc. in
2003.




---



##### 



Name
    
    Principal Occupation and BiographyArnie E. Hillier
(April 1996)Other Public Directorships
Pacific & Western Credit Corp.;
Wescan Goldfields Inc.; and
Shore Gold Inc.
    
    Arnie Hillier holds a Bachelor of
Commerce degree from the University of
Saskatchewan and is a Chartered
Accountant. He served in a senior
financial capacity with the Saskatchewan
Mining Development Corporation and its
successor, Cameco Corporation, before
joining Claude Resources Inc. as
President and Chief Financial Officer in
1991. He became Vice Chairman, Chief
Executive Officer and Chief Financial
Officer in 1996, holding the latter two
positions until his retirement in
February 2004. He continued as Vice
Chairman until April 2005 when he was
appointed Chairman.Ronald G. Walker
(Feb 1984)Other Public Directorships
Shore Gold Inc.
    
    A Director of Claude Resources Inc.
since 1983, Bud Walker has over 35 years
experience in the investment, trust and
real estate fields. He was a partner in
Houston Willoughby and the founder and
president of Pacific & Western Trust
Corporation. In 1993, he incorporated
the Great Canadian Dollar Store in
British Columbia. Mr. Walker also
serves on the board of Shore Gold Inc.
 D.
    
    Pre-Approval Policies and ProceduresThe Committee has implemented a policy restricting the services that may be provided by the
Companys external auditors and the fees paid to the external auditors.E.
    
    External Auditor Service FeesThe aggregate fees for professional services rendered by KPMG LLP for the 2005 and
2004 fiscal years are shown in the table below:
 2005
    
    
    2004Audit fees
    
    $
    92,616
    
    
    $
    87,563Audit related fees(1)
    
    
    39,000
    
    
    
    Tax fees(2)
    
    
    3,750
    
    
    
    19,400All other fees
    
    
    
    
    
    
    Total
    
    $
    135,366
    
    
    $
    106,963
 (1)
    
    Audit related fees are comprised of KPMG LLP services in respect of
section 404 requirements of the Sarbanes-Oxley Act of 2002.(2)
    
    Tax fees are comprised of KPMG LLP services in respect of tax
compliance and tax planning.