Exhibit 99.3



Management’s
Discussion and Analysis



The following Management’s Discussion
and Analysis (“MD&A”) of the consolidated operating and financial performance of Claude Resources Inc. (“Claude”
or the “Company”) for the years ended December 31, 2014 and 2013 is prepared as of March 26, 2015. This discussion
is the responsibility of Management and has been prepared using International Financial Reporting Standards (“IFRS”),
as issued by the International Accounting Standards Board. This discussion should be read in conjunction with the Company’s
audited consolidated financial statements and notes thereto. The Board of Directors has approved the disclosure presented herein.
All amounts referred to in this discussion are expressed in Canadian dollars, except where otherwise indicated.



Overview



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



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



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



Production, Financial and Exploration
Highlights



Seabee Gold Operation Production



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

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

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



Santoy Gap



| | · | The Santoy Gap deposit is significant the Seabee Gold Operation in that it contains
                                                                                                               approximately 2,000 ounces per vertical metre, whereas the Company has historically mined approximately 1,000 ounces per
                                                                                                               vertical metre at the Seabee Mine. As such, it is expected that operations will be able to mine more ounces with less
                                                                                                               capital
                                                                                                               development and at lower costs in this deposit. This provides the opportunity to increase production and also
                                                                                                               increase
                                                                                                               margins                                                                                                                and
                                                                                                               cash
                                                                                                               flow.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Claude Resources Inc.


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




| | · | In 2014, the Santoy Gap deposit has produced nearly 47,600 tonnes at an average grade of
                                                                                                               7.96                                                                                                                grams of
                                                                                                               gold                                                                                                                per
                                                                                                               tonne,                                                                                                                four
                                                                                                               percent above the updated (2014) reserve grade. During the third quarter, the Company engaged an
                                                                                                               engineering firm to update areas of the Santoy Gap mine plan with a focus on mine design, ventilation and future power
                                                                                                               requirements. Once completed, the Company will move forward with development to achieve a full production rate of 500 to 700
                                                                                                               tonnes per day. Capital expenditures required to achieve the future production ramp up are expected to be low and the
                                                                                                               Company expects to fund its organic growth through internal cash flows.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company completed a 27,000 metre infill drilling program to better define and expand the
                                                                                                               current Mineral Reserves and Mineral Resources at the Santoy Gap and to optimize mine design. To date, the results have been
                                                                                                               very positive and include an intersection of 26.77 grams of gold per tonne over 8.7 metres true width (Please see Claude
                                                                                                               news                                                                                                                release
                                                                                                               “Claude Resources Drills 26.77 G/T Gold over 8.7 M & Initiates Long-Hole Production at Santoy Gap”
                                                                                                               dated September 10, 2014). Exploration results at the Santoy Mine Complex demonstrate that this system has the potential to
                                                                                                               increase resources beyond current levels. During 2015, one of the key targets will be to follow-up the result from drill
                                                                                                               hole
                                                                                                               JOY-13-692, an
                                                                                                               exploration intercept from 2013 that graded 18.80 grams per tonne over 13.86 metres (including 30.08 grams per tonne over
                                                                                                               7.09 metres).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Seabee Mine Alimak Mining Method



| | · | During 2014, the Company commenced the Alimak mining method on the L62 deposit
                                                                                                               within the Seabee Mine. The Alimak mining method is a proven method utilized at operations similar to the Seabee Gold
                                                                                                               Operation. One of the key benefits of the Alimak mining method is that it requires significantly less development which then
                                                                                                               decreases overall costs and time to production. The Company now has the ability to mine a 100 metre high
                                                                                                               stope in                                                                                                                nine
                                                                                                               months utilizing the Alimak mining method versus 16 to 18 months needed for traditional Long Hole mining. The Alimak
                                                                                                               method has been instrumental driver in the Seabee Mine achieving year to date production of approximately 450 tonnes per
                                                                                                               day at an
                                                                                                               average grade of 9.10 grams of gold per tonne.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Financial



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

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

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

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

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

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

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

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

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



Claude Resources Inc.Page 2


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




Mineral Reserves and Mineral Resources



| | · | Proven and Probable Mineral Reserves at November 30, 2014 were 299,000 ounces of gold. The Santoy
Gap deposit contributed 196,300 ounces of this total. Measured and Indicated (“M&I”) Mineral Resources at November
30, 2014 were 125,200 ounces of contained gold. The Santoy Gap deposit contributed 33,400 ounces of this total. Inferred Mineral
Resources totalled 847,300 ounces; the Santoy Gap deposit contributed 318,100 of this total.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Proven and Probable Mineral Reserves grade increased by 23 percent to 7.03 grams per tonne. This
increase was driven by Santoy Gap’s Mineral Reserve grade of 7.64 grams per tonne, a 35 percent increase over 2013.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exploration



Seabee Gold Operation:



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

| | · | Over 54,000 metres of underground drilling was completed at the Seabee Gold Operation during 2014.
The Company’s focus was on targets proximal to infrastructure with the potential to materially impact
near-term production, drive resource growth and to positively impact the Company’s Mineral Reserves and Mineral Resources.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Amisk Gold Project:



| | · | During 2014, there was no exploration activity for the Amisk Gold Project.
| | - | --------------------------------------------------------------------------



Outlook



Corporate Outlook



In the future, Claude will continue to:



| | i) | Continue to seek improvements in all areas of safety, health and the environment in our
                                                               operations;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii)  | Focus on cost containment, improving margins and sustaining a production profile of over 60,000
ounces per year at the Seabee Gold Operation;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------
| | iii) | Reduce debt and strengthen its Balance Sheet; and                                                                                            

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



Operating and Financial Outlook



Gold production during 2015 at the Seabee
Gold Operation is estimated to range between 60,000  and 65,000 ounces of gold. Operating costs in 2015 are expected to be
marginally lower than 2014 with unit cash costs to range from $785 to $850 per ounce, inclusive of royalties. All-in
sustaining costs are expected to range from $1,175 to $1,275 per ounce. Quarterly operating results are expected to
fluctuate throughout 2015; as such, they will not necessarily be reflective of the full year average.

With cash and cash equivalents
of $11.2 million at December 31, 2014, Management believes that operating cash flows (at current gold prices and
forecast production) will be sufficient to fund the 2015 Winter Ice Road resupply requirements, service all debt (principal
and interest) and further development opportunities at the Seabee Gold Operation.

Claude Resources Inc.Page 3


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




Forecast and Capital Outlook



During 2015, capital expenditures at
the Seabee Gold Operation are expected to include continued investment and upgrades that are estimated to total $19.9
million, funded from cash and cash equivalents on hand at December 31, 2014 and from operating cash flow generated during
2015. This 10 percent reduction from 2014 expenditures of $22.0 million is due to reduced underground development costs
attributable to the transition to the Alimak mining method at the L62 and the lower development capital intensity of the
Santoy Gap Deposit.



|Table 1: Capital Expenditures (CDN$ million)
|--------------------------------------------



|                              |  | 2015 Forecast |      |  | 2014 Actual |  
|----------------------------- |  | ------------- | ---- |  | ----------- | -
|Capital Development           |  | $             | 13.8 |  |             | $
|Property, Plant and Equipment |  |               | 6.1  |  |             |  
|Total                         |  | $             | 19.9 |  |             | $



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



Exploration Outlook



Exploration spending during 2015 is forecast
to be approximately $0.7 million (2014 - $0.2 million).



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



|Table 2: Summary of Estimated 2015 Drilling at Seabee
|-----------------------------------------------------



|Area                |  | Target                       |  | Metres |       
|------------------- |  | ---------------------------- |  | ------ | ------
|Seabee Operations   |  | Seabee underground           |  |        | 30,000
|Santoy Mine Complex |  | Santoy 8 and Gap underground |  |        | 35,000
|Total:              |  |                              |  |        | 65,000



mission and vision



The Company’s mission is to create and
deliver outstanding stakeholder value through the exploration, development and mining of gold and other precious metals. Its vision
is to be valued by all stakeholders for its ability to discover, develop and produce gold and other precious metals in a disciplined,
safe, environmentally responsible and profitable manner.



goals and key performance drivers
– Measuring the Company’s Results



The Company’s goals and key performance
drivers include:



| | · | Pursuing best practices in the areas of safety, health and the environment in all areas of
                                                                                                               our operations;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Improving operating margins at the Seabee Gold Operation;
| | - | ---------------------------------------------------------

| | · | Sustaining or building reserves and resources at the Seabee Gold Operation through targeted exploration
and development;
| | - | ------------------------------------------------------------------------------------------------------------------------

| | · | Maintaining financial capacity and liquidity in order to reduce financial risk;
| | - | -------------------------------------------------------------------------------

| | · | Taking steps to evaluate strategically attractive opportunities and accretive
                                                                                                               transactions; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Ensuring that the Company’s share price reflects underlying
                                                                                                               value.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Safety, Health and the Environment



The Company continues to seek
improvements in all areas of Safety, Health and Environmental performance.



Claude Resources Inc.Page 4


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




To measure its objectives relating to the
Environment, the Company utilizes a Safety, Health and Environment Management System (“SHEMS”). In the areas of
Safety and Health, the Company utilizes the Total Recordable Incident Rate (“TRIR”) metric, a standard industry
rating that is used to determine the frequency of serious injuries (medical incidents and higher) that a company has for
every 200,000 hours worked. Management utilizes the TRIR metric because it encompasses all incidents that have caused serious
harm to the Company’s workforce, thereby enabling the Company to be more proactive with its policies and procedures
designed to improve and maintain safety. During 2014, Claude continued to make great progress in this metric and achieved a
Company record of 2.5 per 200,000 hours (2013 – 3.6 per 200,000 hours; 2012 – 8.2 per 200,000 hours).
Notwithstanding these results, the Company continues to monitor systems and processes with the intention of improving this
statistic while striving for zero injuries. The Company has continued to make great strides with respect to its Environment
Management System and reportable incidents remained consistent and non-compliance incidents were half of those reported in
the prior year.



Production, Gold Price Realized and Unit
Operating Costs at the Seabee Gold Operation



During 2014, at the Seabee Mine,
the Company successfully changed its mining method to Alimak mining. In addition, commencement of long-hole production was
achieved at the Santoy Gap deposit. During 2014, the Company achieved a 40 percent increase in gold sales (2014
– 62,772; 2013 – 44,823 ounces) reported offset by a two percent decrease in Canadian dollar gold prices realized
(2014 - $1,392 (U.S. $1,260); 2013 - $1,423 (U.S. $1,382).



Total cash cost per ounce of gold (1)
sold for 2014, inclusive of the NSR Royalty costs, decreased 15 percent to CDN $836 (U.S. $757) per ounce from CDN $983 (U.S.
$954) during 2013, a result of a 14 percent increase in production costs offset by a 40 percent increase in ounces sold.
All-in sustaining costs (1) during 2014 were $82.2 million, or CDN $1,310 (U.S. $1,186) per ounce (2013 - $83.1
million, or CDN $1,855 (U.S. $1,801) per ounce).



During 2015, the Company will continue to focus
on the profitability of the Seabee Gold Operation through a combination of improved grade control, cost controls and developing
the production profile at higher grade ore bodies, including the L62 and Santoy Gap deposits. The Santoy Gap deposit is expected
to average 500 tonnes per day, accounting for approximately 60 percent of 2015’s overall production.



Resource Base



Results obtained from drilling completed
during 2014 from the Santoy Gap deposit were incorporated into, and continued to have a positive impact on, the Seabee
Mine’s updated NI 43-101 resource calculation as at November 30, 2014. At November 30, 2014, Proven and Probable
reserves at the Seabee Gold Operation were 1,323,100 tonnes, grading 7.03 grams per tonne or 299,000 ounces of gold. Measured
and Indicted Mineral Resources at the Seabee Gold Operation were 125,200 ounces, grading 5.98 grams per tonne, and Inferred
Mineral Resources totalling 847,300 ounces grading 7.96 grams per tonne.



Financial Capacity



During 2014, in conjunction with the sale
of the Madsen Gold Project, the Company repaid its $5.0 million revolving loan. In addition, the Company completed a a three
percent Net Smelter Royalty (“NSR”) agreement on the Seabee Gold Operation for gross proceeds of U.S.
$12.0 million.  The combination of the sale of the Madsen Gold Project and the sale of the royalty considerably improved the
Company’s financial strength. At December 31, 2014, the Company had cash and cash equivalents of $11.2 million
(December 31, 2013 – Bank indebtedness of $8.6 million) and working capital of $23.9 million (December 31, 2013 –
working capital deficiency of $11.9 million).



Strategically Attractive and Accretive
Transactions



The Company will continue to review
and evaluate transactions with the potential to be accretive shareholder value.



Claude Resources Inc.Page 5


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




Shareholder Value



The Company continues to make what it believes
to be the best decisions to maximize shareholder value. These decisions include:



| | · | closing the sale of Madsen and closing the sale of  the NSR on the Seabee Gold
                                                                                                             Operation in the first quarter of 2014;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | debt reduction of $10.6 million and repayment of $8.6 million on the Company’s line of credit
during 2014;
| | - | ----------------------------------------------------------------------------------------------------------

| | · | successful transition to the Alimak mining method on the L62 deposit;
| | - | ---------------------------------------------------------------------

| | · | mining initial development ore at the Santoy Gap during the first half of 2014 with long-hole production
(originally forecast to begin in the fourth quarter of 2014) initiated ahead of schedule during the third quarter;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | developing an updated Life of Mine Plan at Seabee which forecasts an increase to annual production;
and
| | - | -------------------------------------------------------------------------------------------------------

| | · | taking steps to evaluate accretive and strategically attractive transactions.
| | - | -----------------------------------------------------------------------------



During 2015 and beyond, the Company will continue
to develop shareholder value by further implementing cost control programs, systems and processes intended to reduce overall operating
costs at the Seabee Gold Operation. Furthermore, based on its high-grade ore and size, the Santoy Gap deposit demonstrates the
potential that exists to grow production at the Seabee Gold Operation and the ability to find high grade ounces near current mine
infrastructure.



Mining
Operation Results



Seabee Gold Operation



At the Seabee Gold Operation, Claude is
focused on improving profit margins and executing its mine plan. Profit margins will be increased by developing deposits of
higher grades and margins (L62, Santoy Gap), with continued focus on control of all areas of input costs.



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



During 2014, the Company milled 279,597 tonnes
at a grade of 7.32 grams of gold per tonne (2013 – 280,054 tonnes at a grade of 5.11 grams of gold per tonne). With mill
tonnage and recoveries relatively unchanged year over year, the increase in ounces produced is attributable to the 43 percent increase
in grade.



|Table 3: Seabee Gold Operation Annual Production Statistics
|-----------------------------------------------------------
|December 31                                                
|                                                           
|Operating Data                                             
|Tonnes Milled                                              
|Head Grade (grams per tonne)                               
|Recovery (%)                                               
|Gold Ounces                                                
|Produced                                                   
|Sold                                                       



Seabee Mine



During 2014, the Seabee Mine produced 42,022
ounces of gold (2013 – 26,132 ounces). This increase was attributable to a 10 percent increase in tonnes milled (due to the
completion of the shaft extension during 2013 and the commencement of the Alimak mining method on the L62 deposit during 2014)
and a 45 percent increase in grade attributable to differences in mine sequencing period over period. The key drivers of the increase
in grade have been increased contribution from the L62 where mined grades have been reconciling above reserve grades.



Claude Resources Inc.Page 6


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




|Table 4: Seabee Mine Annual Production Statistics
|-------------------------------------------------
|December 31                                      
|                                                 
|Tonnes Milled                                    
|Tonnes per Day                                   
|Head Grade (grams per tonne)                     
|Gold Produced (ounces)                           



Santoy Mine Complex



During 2014, the Santoy Mine Complex produced
20,962 ounces of gold (2013 – 17,718 ounces) from the Santoy Gap and Santoy 8 deposits. Year over year, this result is attributable
to a 32 percent increase in grade offset by an 11 percent decrease in tonnes (due to increased contribution from the Seabee Mine’s
L62 Deposit). Production from the Santoy Gap deposit was 47,600 tonnes at 7.96 grams per tonne. In 2015, plans are to move from
one mining front to three, driving increased production and stope availability while reducing production risk.



|Table 5: Santoy Mine Complex Annual Production Statistics
|---------------------------------------------------------
|December 31                                              
|                                                         
|Tonnes Milled                                            
|Tonnes per Day                                           
|Head Grade (grams per tonne)                             
|Gold Produced (ounces)                                   



Capital Projects

Tailings Facility

During 2014, the Company continued with
upgrades to its tailings facilities to ensure adequate storage capacity and treatment of Mill effluent and work on this
project will continue in 2015. When completed, this facility will be permitted up to 460
metre elevation and will have the capacity to store mill tailings from milling ore from the Seabee Mill until approximately
2020. The Company is currently in the process of planning tailings capacity expansion beyond 2020. This will support the
extension of Seabee’s mine life and provide additional tailings capacity to process ore from the Santoy Mine
Complex.



Santoy Gap



The Company has completed the ramp
from Santoy 8 to the Santoy Gap deposit as well as three drill chambers for infill and definition drilling. In  addition to
ongoing work and the infill drill program, the Company completed the 290 metre ventilation raise at the Santoy Gap deposit.
The completion of the ventilation raise marked a critical milestone in driving increased underground productivity to advance
the ore body towards safe and sustainable production. Mining crews have exposed the eastern portion of the ore body on the
24, 26, 28 and 30 levels as well as on the western portion of the 26 level. The 28 and 30 levels were the first to
be developed and began long-hole production ahead of schedule during the third quarter.



Claude Resources Inc.Page 7


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




Financial
Results of Operations



Highlights





|Table 6: Highlights of Financial Results of Operations
|------------------------------------------------------
|                                                      
|                                                      
|Revenue                                               
|Production costs                                      
|Gross profit (loss)                                   
|Impairment charge*                                    
|Net profit (loss)*                                    
|Earnings (loss) per share (basic and diluted)         
|                                                      
|Average realized price per ounce (CDN$)               
|Average realized price per ounce (U.S.$)              
|Cash Cost per ounce (CDN$/oz) (1)                     
|Cash Cost per ounce (U.S.$/oz) (1)                    
|All-In Sustaining Cost per ounce (CDN$)(1)            
|All-In Sustaining Costs (U.S.$/oz) (1)                





*2013
figures include impairment charges of $22.2 million on the Company’s Seabee Gold Operation and impairment charges of $41.6
million on the Company’s recently sold Madsen Property.



During 2014,
the Company continued various initiatives intended to improve profitability at the Seabee Gold Operation through a combination
of cost controls and expediting the development of production profiles at the L62 and Santoy Gap deposits. The Company anticipates
that the increasing contribution of the Santoy Gap deposit and continued contribution of ore from the L62 deposit will be positive
catalysts in lowering overall unit operating costs at the Seabee Gold Operation during 2015 and beyond.



Net Profit (Loss)



For the year ended December 31, 2014,
the Company recorded net profit of $4.6 million, or $0.02 per share. This compares to a net loss of $73.4 million, or $0.42
per share, after $63.8 million of impairment charges which were partially offset by a $1.4 million deferred income tax
recovery for the year ended December 31, 2013 (2012 - net profit of $5.6 million, or $0.03 per share, after a deferred tax
expense of $3.0 million). Profit from operations before income tax in 2014 was $4.6 million, or $0.02 per share (2013 –
Net loss of $74.8 million, or $0.43 per share; 2012 – Profit of $8.5 million, or $0.05 per share), largely attributable
to higher revenue associated with increased gold sales year over year and due to impairment charges incurred during 2013. The
Company’s profit trends with changes in revenue and expenditures, which has been significantly impacted by the price of
gold, annual production and the Company’s cash flow optimization plan, respectively. Management is focused on
continuing to pursue best practices intended to stabilize unit production costs and has engaged external consultants to
provide additional feedback and recommendations on improving operational efficiencies.



Revenue



Gold revenue from the Company’s Seabee
Gold Operation for the year ended December 31, 2014 increased 37 percent to $87.4 million from the $63.8 million reported for the
year ended December 31, 2013 (December 31, 2012 - $80.8 million).



Claude Resources Inc.Page 8


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




Three-year trend



The increase in gold revenue in 2014 was attributable
to a 40 percent increase in gold sales volume (2014 – 62,772; 2013 – 44,823 ounces; and 2012 – 48,672 ounces)
due to higher ore grades offset by a two percent decrease in Canadian dollar gold prices realized (2014 - $1,392 (U.S. $1,260);
2013 - $1,423 (U.S. $1,382); and 2012 - $1,660 (U.S. $1,661)). The decrease in realized price for the year ended December 31, 2014
reflects the decrease in market gold prices which averaged U.S. $1,266 per ounce during 2014 compared to market gold prices of
U.S. $1,411per ounce during 2013 (2012 – U.S. $1,669).







Figure 1: Average Gold Price (London PM Fix – US$)



Production Costs



For the year ended December 31, 2014,
mine production costs of $50.2 million (2013 - $44.1 million) were 14 percent higher year over year; this increase
was largely a function of the transition to the Alimak mining method at Seabee, which is offset by lower development costs.
All-in sustaining costs (1) during 2014 were $82.2 million, or CDN $1,310 (U.S. $1,186) per ounce (2013 - $83.1
million, or CDN $1,855 (U.S. $1,801) per ounce). For 2014, total cash cost per ounce of gold (1), inclusive of the
NSR Royalty costs, of CDN $836 (U.S. $757) per ounce decreased from CDN $983 (U.S. $954) during 2013. These results
are attributable to 40 percent more ounces sold year over year, a reflection of consistent tonnes and higher grade.



Production Royalty



During 2014, the Company completed
a three percent NSR with Orion Mine Finance Fund on the Seabee Gold
Operation (Please see Claude news release “Claude Enters into Royalty Transaction with Orion Mine Finance” dated
March 20, 2014). For the year ended December 31, 2014, royalties incurred were $2.3 million (2013 - $nil).



Depreciation and Depletion



For 2014, depreciation and depletion
was $22.0 million (2013 - $22.9 million), down four percent year over year. These results are attributable to an increase in
the Seabee Gold Operation’s asset base more than offset by an increase in the Seabee Gold Operation’s reserves,
both of which were  impacted by bringing Santoy Gap’s asset base and reserves into the calculation of
depletion during the third quarter.



Claude Resources Inc.Page 9


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




General and Administrative Expense



General and administrative expense of $7.2
million for the year ended December 31, 2014 was relatively unchanged from 2013.



|Table 7: Corporate General and Administrative Expense
|-----------------------------------------------------
|December 31                                          
|                                                     
|Direct administration                                
|Stock-based compensation                             
|Deferred share units                                 
|Restricted share units                               
|Total General and Administrative                     



Finance Expense



Finance expense includes interest
expense, accretion expense and derivative losses. For the year ended December 31, 2014, Finance expense was $4.1 million
(2013 - $3.2 million). This increase is attributable to interest expense associated with the Company’s loans and
expenses related to the value of the shares issued as payment for a waiver granted by Crown Capital Partners Inc. (“CCP”) in
connection with a credit agreement.



Finance and Other Income



Finance and other income consists of interest
income, production royalties pursuant to the Red Mile Royalty transactions, derivative gains and other miscellaneous income. For
the year ended December 31, 2014, finance and other income was $2.2 million (2013 – $2.7 million). This result is attributable
to a decrease in derivative gains and miscellaneous revenue.



Impairment Charge



The Company’s accounting policy requires
assessment whether any indication of impairment exists at each of its mineral properties at the end of each reporting period. For
the year ended December 31, 2014, no impairment charges were recorded. For the year ended December 31, 2013, an impairment charge
of $63.8 million was recorded ($22.2 of which related to the Company’s Seabee Gold Operation and $41.6 million of which related
to the Company’s Madsen Project, which was sold in the first quarter of 2014.



Loss on Sale of Assets



For the year ended December 31, 2014, loss
on sale of assets of $0.6 million (2013 - $nil) relates to the sale of the Madsen Project completed in the first quarter of 2014.



(Gain) Loss on investments



The Company has an equity portfolio of publicly
listed companies that are classified as available-for-sale on the Statement of Financial Position. For the year ended December
31, 2014, gain on investments was $1.3 million (2013 - loss of $0.3 million). Year over year, the increase noted is attributable
to disposing of 5.7 million of the 9.8 million shares in Pure Gold Mining Inc.  received pursuant to the sale of
the Madsen Gold Project.



Deferred Income Tax (Recovery) Expense



For 2014, the Company had a deferred income
tax recovery of $nil (2013 - deferred tax recovery of $1.4 million).  Management is not recognizing any deferred tax assets
in excess of its deferred tax liabilities and does not expect to recognize any significant deferred tax assets or liabilities in
the foreseeable future based on its current operations.



Claude Resources Inc.Page 10


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




Liquidity, Financial Resources and Capital Structure



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



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



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



The capital structure of the Company is as
follows:



|Table 8: Schedule of Capital Structure of the Company
|-----------------------------------------------------
|December 31                                          
|                                                     
|Demand loans                                         
|Revolving loan                                       
|Finance lease liabilities                            
|Term loan*                                           
|Total debt *                                         
|                                                     
|Shareholders’ equity                                 
|                                                     
|Debt * to equity                                     



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



Cash, Cash Equivalents and Cash Flow



The Company
had cash and cash equivalents of $11.2million at December 31, 2014 (December 31, 2013 -
bank indebtedness of $8.6 million). Short-term investments at December 31, 2014decreased
to $1.2million (December 31, 2013 – $1.6 million), reflecting the sale of a portion
of the Company’s shares in Pure Gold Mining Inc. (formerly Laurentian Goldfields Ltd.), which were received in the first
quarter of 2014 pursuant to the closing of the Madsen sale.



Operating
Activities



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



Claude Resources Inc.Page 11


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




During 2014, the Company’s cash flow
from operations before net changes in non-cash operating working capital (2) was $26.5 million, or $0.14 per share (2013
- $13.8 million, or $0.08 per share). Cash provided by operating activities was $26.9 million, a $13.3 million increase compared
to 2013; this result is due largely to improved net earnings. Whether favorable or unfavorable, future changes in the Canadian
dollar price of gold will continue to have a material impact on the cash flow and liquidity of the Company.



At December 31, 2014, the Company had working
capital of $23.9 million (December 31, 2013 – working capital deficiency of $11.9 million).



Investing
Activities



Cash
provided by investing activities amounted to $3.1million for the year ended December
31, 2014 (2013 – ($33.4) million). Investing activities included the proceeds from the sale of an NSR (Q1 2014), the
sale of the Madsen Property (Q1 2014), the decrease in reclamation deposits (Q2 2014), the sale of a portion of the
Company’s shares in publicly traded companies and the redemption of certain short-term investments (collectively
providing $25.6 million). These were offset by Mineral property expenditures of $22.2million during 2014, a $9.7million decrease over 2013. These mineral property
expenditures were largely comprised of underground development of $17.0million and
property, plant and equipment additions of $5.0million. Property, plant and equipment
additions include mining equipment, camp infrastructure and tailings management facility expansion. The Company utilized its
cash flow provided by investing activities (which included proceeds from the NSR Agreement and the sale of Madsen) to
fund these additions.



Financing
Activities



Financing activities
during 2014 included proceeds of $0.7 million received from the issuance of common shares pursuant to the Company’s Employee
Share Purchase Program (“ESPP”). This was offset by the repayment of the $5.0 million revolving loan, $2.4 million
of Term loan principal repayments and $3.3million of demand loans and capital leases repayments,
resulting in a net financing cash outflow of $9.9million. This compares to a net financing
cash inflow of $16.4million during 2013, which consisted of $0.7 million in funding received
from the Company’s ESPP, demand loan proceeds of $5.0 million and net Term loan proceeds of $24.3 million; these proceeds
were offset by debenture, demand loan and capital lease repayments totaling $13.6million.

During 2014, in addition to
interest payments, monthly principal payments of $0.3 million began in May 2014 and will continue until the Term Loan matures
in 2018, at which time a lump sum principal payment of $10.9 million will be due. A total of $2.4 million of Term Loan
principal payments were made during 2014 (2013 – nil).





In 2014, the Company announced that it had completed a private placement (the “Private Placement”) of common
shares in the capital of Claude (“Common Shares”). The Private Placement consisted of the issuance of 4,545.454
Common Shares at a price of CDN $0.22 per Common Share, being the market price of the Common Shares within the meaning of
the Toronto Stock Exchange Company Manual, to CCP. The Common Shares were issued to CCP as payment for a waiver being granted
by CCP in connection with a Credit Agreement dated as of April 5. 2013 as a result of a covenant breach at December 31, 2013,
as well as the modification of certain covenants. Concurrently with satisfaction of this one-time payment, the 5.75 million
common share purchase warrants pursuant to the original agreement were cancelled.







Financial and Other Instruments



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



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



Claude Resources Inc.Page 12


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




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



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



To mitigate the effects of price fluctuations
in revenue, the Company may enter into derivative instrument transactions, from time to time, in respect of the price of gold and
foreign exchange rates. Such transactions can expose the Company to credit, liquidity and interest rate risk. At December 31, 2014,
the Company had derivative instruments outstanding in the form of forward sales contracts relating to 2015 production totaling
16,000 ounces; at December 31, 2013, the Company did not have any derivative instruments outstanding. The market value gain inherent
in these contracts at December 31, 2014 was $0.5 million (2013 - $nil). The Company’s main exposure to interest rate risk
arises from interest earning cash deposits.



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



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



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



Contractual Obligations



The Company’s contractual and other obligations
as at December 31, 2014 are summarized as follows:



|Table 9: Schedule of Payments / Commitments due by Period
|---------------------------------------------------------
|                                                         
|Contractual Obligation                                   
|Term loan                                                
|Interest on term loan                                    
|Decommissioning and reclamation                          
|Office lease                                             
|                                                         



Claude Resources Inc.Page 13


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




In addition to the above, the Company has
a three percent NSR with Orion Mine Finance Fund on all future gold sales at the Seabee Gold Operation. The NSR agreement
provides the Company with the option, which expires on December 31, 2016, to repurchase half or 1.5 percent of the 3 percent
NSR for U.S. $12 million.



Statements
of Financial Position



Highlights



|Table 10: Select Statements of Financial Position Data
|------------------------------------------------------
|                                                      
|December 31                                           
|                                                      
|Total assets                                          
|Non-current liabilities                               



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



Assets



The Company’s
total assets were $167.5 million at December 31, 2014, compared to $181.7 million at December 31, 2013; Claude’s asset base
primarily consists of non-current assets comprising mineral properties, reflecting the capital intensive nature of the exploration
and mining business and the impact of the significant capital expenditures relating to its operations and exploration projects.
The $14.2 million net decrease resulted largely from increases of: $11.2 million in cash and cash equivalents, a result of asset
sales and higher gold sales (attributable to improved production and grade at the Seabee Gold Operation); $0.2 million in inventories,
and $0.4 million in Accounts receivable, largely attributable to the timing of gold sales. These increases were offset mainly by
decreases of: $0.5 million in Short-term investments, attributable to the disposition of certain of the Company’s equity
investments; $13.4million in Assets held for sale (relating to the classification of the
Madsen Property as held for sale at December 31, 2013); and $11.6 million in Mineral properties, largely attributable to the NSR completed by the Company on the Seabee Gold Operation.



Liabilities



Total Current and Non-current liabilities were
$38.1 million at December 31, 2014, down $21.0 million
from December 31, 2013. This result was attributable to decreases of: $8.6million in Bank indebtedness, $10.3 million (net) of Loans and borrowings, attributable
to repayment of the Company’s $5.0 million revolving loan, principal repayments of $2.4 million on the Company’s Term
loan, $3.0million of repayments on demand loans and $0.3 million of repayments on obligations
under finance lease; $2.3million in Liabilities related to assets held for sale, attributable
to the Madsen Property being classified as held for sale at December 31, 2013 and the sale itself being completed in the first
quarter of 2014; and a net decrease of $1.3 million in the Company's current and long-term Net royalty obligation. These decreases
were offset by a $1.1 million increase in Accounts payable and accrued liabilities, attributable to the timing and payment
of expenditures relating to consumables at the Seabee Gold Operation; and a $0.4 million increase
in the Company’s Decommissioning and reclamation provision.



Shareholders’ Equity



Shareholders’ equity increased by $6.8
million to $129.4 million at December 31, 2014, from $122.6 million at December 31, 2013. This variance is mainly attributable
to an increase in Share capital of $3.2 million due to the issuance of common shares pursuant to the Company’s ESPP and pursuant
to a private placement completed during the first quarter of 2014; a decrease of $1.1 million to Contributed surplus; and a $4.6
million decrease to Accumulated deficit, a result of the net profit for 2014.



Claude Resources Inc.Page 14


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




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



Key Sensitivities



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



Gold



For a U.S. $10 movement in gold price per ounce,
earnings and cash flow will have a corresponding movement of CDN $0.7 million, or $0.00 per share. For a $0.01 movement in the
U.S.$/CDN$ exchange rate, earnings and cash flow will have a corresponding movement of CDN $1.0 million, or $0.01 per share.



Grade



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



Selected
Quarterly Production and Financial Data



For the quarter ended December 31, 2014,
the Company recorded a net loss of $0.5 million, or $0.00 per share, compared to a net loss of $27.1 million, or $0.15 per
share, for the comparable period in 2013. The loss was driven by lower production ounces associated with decreased tonnage
and lower grades due to mine sequencing at the L62 deposit and Santoy Mine Complex. In addition. we had a significant amount
of in-stope ore at the L62 deposit that was not delivered to the mill during the fourth quarter but rather during the first
quarter of 2015. The costs associated with the in-stope ore were expensed during the fourth quarter while revenues generated
from this ore will be realized in the first quarter of 2015.







Gold revenue generated during the fourth quarter
was $22.7 million, a 30 percent increase over the $17.5 million reported for the same period in 2013. This was a result of increased
Canadian dollar gold prices realized Q4 2014 - $1,365 (U.S. $1,201); Q4 2013 - $1,323 (U.S. $1,260) and higher gold sales volume
compared to the fourth quarter of 2013 (Q4 2014 – 16,639 ounces; Q4 2013 – 13,209 ounces).



For the three months ended December 31, 2014,
total mine operating costs were $15.0 million, up $2.5 million period over period. Canadian dollar cash operating cost per ounce
was down three percent period over period (Q4 2014 – CDN $934 (U.S. $822); Q4 2013 – CDN $944 (U.S. $899)). For the
three months ended December 31, 2014, expenditures relating to the three percent NSR  were $0.6 million (Q4 2013 - $nil).



During the fourth quarter of 2014, depreciation
and depletion of the Company’s gold assets of $5.1 million represented a 29 percent decrease over the $7.2 million reported
during the comparable period in 2013. These results are attributable to fewer tonnes broken and milled and higher Seabee Gold Operation
reserves period over period, slightly offset by a larger asset base being depreciated period over period.



|Table 11: Selected Quarterly Production and Financial Data
|----------------------------------------------------------
|                                                          
|                                                          
|                                                          
|Tonnes milled                                             
|Grade processed (grams per tonne)                         
|Gold Ounces                                               
|Produced                                                  
|Sold                                                      
|Gold sales ($ millions)                                   
|Production costs ($ millions)                             
|Capital expenditures ($ millions)                         
|Net profit (loss) ($ millions)(a)                         



Claude Resources Inc.Page 15


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






|Table 11: Selected Quarterly Production and Financial Data                                         
|---------------------------------------------------------------------------------------------------
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Net profit (loss) per share (a) (d)                                                                
|Average realized gold price (CDN$ per ounce)                                                       
|Average realized gold price (U.S.$ per ounce)                                                      
|Cash cost per ounce (b) (CDN$ per ounce)                                                           
|Cash cost per ounce (b) (U.S.$ per ounce)                                                          
|All-in sustaining (b) (CDN$ per ounce)                                                             
|All-in sustaining (b) (U.S.$ per ounce)                                                            
|Cash flow from operations before net changes in non-cash operating working capital ($ millions) (c)
|Cash flow from operations before net changes in non-cash operating working capital (c) per share   
|                                                                                                   
|Weighted average shares outstanding (basic)                                                        
|                                                                                                   
|CDN$/U.S.$ Exchange                                                                                



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

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

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

(d)
Net profit (loss) per share for each quarter has been calculated based on the weighted average number of shares outstanding for
the quarter. As such, quarterly amounts may not add to the annual total.



Trends





| | · | Tonnage throughput ranging from 60,551 to 79,746 tonnes.
| | - | --------------------------------------------------------



| | · | Improving gold sales, a result of improving grade.
| | - | --------------------------------------------------



| | · | More than 106,000 ounces of gold production over the last eight quarters.
| | - | -------------------------------------------------------------------------
| | · | Decreasing capital expenditures.                                         



| | · | A decline in Canadian average gold price realized, which has ranged from $1,323 to $1,643 per ounce over the last eight quarters.
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | · | The weakening of the Canadian dollar versus the United States dollar.
| | - | ---------------------------------------------------------------------







Accounting Estimates



Certain of the Company’s accounting policies
require that Management make decisions with respect to the formulation of estimates and assumptions that affect the reported amounts
of assets, liabilities, revenues and expenses. Claude’s significant accounting policies are contained in Note 3 to the consolidated
financial statements. The following is a discussion of the accounting estimates that are critical in determining the Company’s
financial results.



Reserves



Estimation of reserves involves the exercise
of judgment. Forecasts are based on geological, geophysical, engineering and economic data, all of which are subject to many uncertainties
and interpretations. The Company expects that, over time, reserve estimates may be revised upward or downward based on updated
information. Such information may include revisions to geological data or assumptions, a change in economic data, and the results
of drilling and exploration activities. Reserve estimates can have a significant impact on net earnings, as they are a key component
in the calculation of depreciation and depletion. In addition, changes in reserve estimates, commodity prices and future operating
and capital costs can have a significant impact on the impairment assessments of the applicable assets.



Claude Resources Inc.Page 16


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




Valuation of Properties



Claude assesses the carrying values of its
properties at the end of each reporting period, or more frequently if warranted by a change in circumstances, to determine whether
any indication of impairment exists. If it is determined that carrying values of assets cannot be recovered, the unrecoverable
amounts are written off against current earnings. Recoverability is dependent upon assumptions and judgments regarding future prices,
costs of production, sustaining capital requirements and economically recoverable ore reserves. A change in assumptions may materially
impact the potential impairment of these assets.



Decommissioning and Reclamation



Claude’s mining, exploration and development
activities are subject to various levels of Federal and Provincial Law as well as environmental regulations, including requirements
for closure and reclamation. Management’s judgment and estimates are used when estimating reclamation and closure costs.
In some cases, these costs will be incurred many years from the date of estimate. Estimates may be revised as a result of changes
in government regulations or assumptions.



New
Accounting Pronouncements



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



Offsetting Financial Assets and Liabilities



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



IFRIC 21 Levies



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



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



Claude Resources Inc.Page 17


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




Future
Accounting Pronouncements



The standards and interpretations that are
issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. These
are the changes that the Company reasonably expects will have an impact on its disclosures, financial position or performance when
applied at a future date. The Company intends to adopt this standard, if applicable, when it becomes effective.



Financial Instruments



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, is effective for periods beginning on or after January 1, 2017
and is to be applied retrospectively. IFRS 15 clarifies the principles for recognizing revenue from contracts with customers. The
Company intends to adopt IFRS 15 in its financial statements for the annual period beginning January 1, 2017. The Company is currently
evaluating the impact of IFRS 15 on its financial statements, if any.



Exploration Results



During 2014, exploration at the Seabee
Gold Operation focused on targets proximal to infrastructure with the potential to materially impact near-term
production, drive resource growth, improve costs and  positively impact the Company’s Mineral Reserves and Mineral
Resources.



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



Seabee Gold Operation



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



Claude Resources Inc.Page 18


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








Figure 2: Seabee Property regional map showing
significant gold deposits and occurrences.



Santoy Region



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



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



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



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



Claude Resources Inc.Page 19


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




|Table 12: Highlights of Drill Holes Intercepting Multiple Vein Systems Within the Santoy Gap Deposit
|----------------------------------------------------------------------------------------------------



|           |  | VEIN SYSTEM     |      
|---------- |  | --------------- | -----
|           |  | 9A              |      
|Hole ID    |  | GRADE g/t (cut) |      
|SUG-14-027 |  |                 | 33.56
|SUG-14-028 |  |                 | 15.35
|SUG-14-029 |  |                 | 50.00
|SUG-14-034 |  |                 | 13.29
|SUG-14-038 |  |                 | 9.87 
|SUG-14-044 |  |                 | 8.03 
|SUG-14-048 |  |                 | 6.06 

Note:Composites were calculated using a 3.5 g/t
Au cut-off grade and a 50.0 g/t top-cut and may include internal dilution.



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



Results during 2013 were highlighted by drill
hole JOY-13-690 that returned 330.35 grams of gold per tonne over 1.55 metres, inclusive of a bonanza grade interval of 602.00
grams of gold per tonne over 0.84 metres. This is the highest grade interval drilled to date at the Santoy Gap deposit. Drill hole
JOY-13-692 returned 18.80 grams of gold per tonne over 13.86 metres in the final hole of the program. The intercept is located
400 metres down plunge from existing Santoy 8 inferred resources and 200 metres along strike from the Santoy Gap inferred resources. Drill
hole JOY-13-692 is of particular significance as it confirms continuity at depth between the Santoy Gap and Santoy 8 deposits.
Follow-up of this drill hole is one of the key targets for the 2015 drill program.



|Table 13: Highlights from 2013 Santoy Mine Complex Drilling
|-----------------------------------------------------------
|Hole ID                                                    
|JOY-13-690                                                 
|                                                           
|JOY-13-692                                                 

Note:Composites were calculated using a 3.0 g/t
Au cut-off grade and may include internal dilution. True widths are interpreted to be 75 to 95 percent of drilled width. Assay
results are uncut.



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



Claude Resources Inc.Page 20


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








Figure 3: Santoy Region Composite Longitudinal
Section.



Seabee Region





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







Figure 4: Seabee Mine Composite Longitudinal
Section (L62 Zone Discovery)



Claude Resources Inc.Page 21


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




Amisk Gold Project



The Amisk Gold Project is located in the Flin
Flon-Snow Lake Greenstone Belt and is host to the Amisk Gold Deposit as well as a large number of gold occurrences and prospects.
There were no exploration activities at the Amisk Gold Project during 2014.



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







Figure 5: Amisk Gold Project



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



Claude Resources Inc.Page 22


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








Figure 6: Cross Section A-A’ of the
Amisk Gold Property



Quality Assurance and Quality Control
Procedures



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



Mineral Reserves and Mineral
Resources



The Company’s Mineral Reserves and Mineral
Resources estimates were conducted under the direction of Qualified Persons Brian Skanderbeg, P.Geo., President and Chief Executive
Officer and Gordon Reed, P. Eng., Seabee Gold Operation General Manager.



Seabee Gold Operation





At the Seabee Gold Operation, year
over year proven and Probable Mineral reserve grade increased by 23 percent to 7.03 grams per tonne while reserve ounces
decreased 29 percent to 299,000 ounces. The increase in reserve grade was driven by a 35 percent increase in grade year over
year at the Santoy Gap (7.64 grams per tonne from 5.68 grams per tonne). The increase in grade and reduction in reserve
ounces at Santoy Gap was largely the result of a revision to the mining method from the pre-feasibility study.





Claude Resources Inc.Page 23


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




Based on information from the Company’s 2014
infill drilling program that demonstrated better vein continuity and improved pillar configuration, Transverse mining was
replaced with Long-hole mining.



Measured and indicated Mineral Resources decreased 29
percent to 125,200 ounces. Inferred Mineral Resources increased by 45 percent to 847,300 ounces. The near doubling of
inferred ounces year over year came from significantly expanding the Santoy 8 ore body at depth. This extension is
significant in size and grade and provides for a great opportunity to expand the life of mine at the Santoy Mine Complex.



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



|Table 14: Seabee Gold Operation Mineral Reserves and Mineral Resources
|----------------------------------------------------------------------
|Proven and Probable Reserves                                          
|                                                                      
|Projects                                                              
|Seabee                                                                
|Santoy 8                                                              
|Santoy Gap                                                            
|Totals                                                                



|Measured and Indicated Mineral Resources
|----------------------------------------
|Projects                                
|Seabee                                  
|Santoy 8                                
|Santoy Gap                              
|Porky Main                              
|Porky West                              
|Totals                                  



|Inferred Mineral Resources
|--------------------------
|Projects                  
|Seabee                    
|Santoy 8                  
|Santoy Gap                
|Porky Main                
|Porky West                
|Totals                    



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. | At November 15, 2013, Mineral Resources were estimated by Claude personnel. SRK Consulting (Canada)
Inc. prepared the Company’s Mineral Reserves as at November 15, 2013. The Mineral Resource evaluation work was completed
by a team of geologists and engineers under the supervision of Brian Skanderbeg. Mineral Reserves were conducted under the direction
of Qualified Person Stephen Taylor, P.Eng (SRK Consulting (Canada) Inc.).
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | The Mineral Resources and reserves reported herein have been estimated in conformity with generally
accepted CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines and are reported in accordance
with Canadian Securities Administrators’ National Instrument 43-101.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Mineral Reserves and Mineral Resources for the Seabee deposit are reported at a cut-off of 4.5
grams of gold per tonne. Santoy 8 and Santoy Gap Mineral Reserves and Mineral Resources are reported at a cut-off of 3.6 grams
of gold per tonne. Porky Main and Porky West Mineral Resources are reported at a cut-off grade of 3.0 grams of gold per tonne. 
Assumptions include a price of CDN $1,375 per ounce of gold using metallurgical and process recovery of 95.2 percent and overall
ore mining and processing costs derived from 2014 and 2013 realized costs.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | All figures are rounded to reflect the relative accuracy of the estimates.  Summation of individual
columns may not add-up due to rounding.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. 
There is no certainty that all or any part of the Mineral Resource will be converted into Mineral Reserves.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Claude Resources Inc.Page 24


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






Amisk Gold Project



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



|Table 15: Amisk Gold Project Consolidated Mineral Resource Statement*
|---------------------------------------------------------------------
|                                                                     
|Resource Class                                                       
|                                                                     
|Indicated                                                            
|Inferred                                                             



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



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





|Table 16: Global Block Model Quantity and Grade Estimates, Amisk Lake Gold Project at
    Various Cut-off Grades.
|-----------------------------------------------------------------------------------------------------------------
|Grade                                                                                                            
|Au Eq (gpt)                                                                                                      
|0.40                                                                                                             
|0.50                                                                                                             
|0.60                                                                                                             
|0.70                                                                                                             
|0.80                                                                                                             
|0.90                                                                                                             
|1.00                                                                                                             
|1.50                                                                                                             



Note: The reader is cautioned that the figures in this table
should not be misconstrued with a Mineral Resource Statement. The figures are only presented to show the sensitivity of the block
model estimates to the selection of cut-off grade.



Business Risks



The profitability and operating cash flow of
the Company is dependent on several factors: the quantity of gold produced, related gold prices, foreign exchange, operating costs,
capital expenditures, exploration levels and environmental, health and safety regulations. These and other risk factors listed
below relate to the mining industry in general while others are specific to Claude. A complete list of risk factors is contained
within the Company’s Annual Information Form. Whenever possible, the Company seeks to mitigate these risk factors.







Claude Resources Inc.Page 25


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






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



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



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



| | 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.
| | -- | ---------------------------------------------------------------------------------



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



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



Claude Resources Inc.Page 26


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




Uncertainty of Production Estimates
can Negatively Impact Earnings and Cash Flow



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



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



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



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



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



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



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



Current Global Financial Condition



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











Claude Resources Inc.Page 27


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










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



Limitations under Credit Facilities



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



Use of Derivatives



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



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



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





Claude Resources Inc.Page 28


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










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



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



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

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



Fluctuations in External Factors
Affecting Costs



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



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



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



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



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



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



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



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



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



Claude Resources Inc.Page 29


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




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



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



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



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



Decommissioning and Reclamation
Obligations May Constrain Production



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



As filed with the Government of Saskatchewan’s
Ministry of Environment, the Company estimated in its Mine Closure Plan the closure costs at the cessation of mining at its Seabee
Mine at $6.3 million. Actual costs of completing the reclamation of the mine site may be higher than those estimated. The Company
has issued letters of credit in favour of the Ministry of Environment in the amount of $2.1 million in support of its obligations.
The letters of credit are secured by investment certificates. The Company has received approval to incrementally fund its remaining
closure cost obligations over the next four years as follows: 2015 - $0.5 million; 2016 - $1.0 million; 2017 - $1.0 million; and,
2018 - $1.5 million.









Claude Resources Inc.Page 30


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








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



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



Potential Shareholder Dilution
Could Impact Share Price and New Equity Issues



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



Industry Competition may Hinder
Corporate Growth



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



Impairment of Assets may Impact
Operational Performance



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



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





Claude Resources Inc.Page 31


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




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



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



Extreme and Persistent Weather
Conditions could Cause Operating and Exploration Difficulties



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



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



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



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



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



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



Uninsured Risks could Negatively
Impact Profitability



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











Claude Resources Inc.Page 32


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












Information Systems Security Threats



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



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



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



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



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



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



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



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



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





Claude Resources Inc.Page 33


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






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



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



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



Conflicts of Interest



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





Claude Resources Inc.Page 34


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








Common Share Data



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



During 2014, the Company issued 7,799,148 common
shares pursuant to the Company’s ESPP (2013 - 2,065,812 common shares). Also, during the first quarter of 2014, Claude completed
a private placement (the "Private Placement") of common shares in the capital of the Company ("Common Shares").
The Private Placement consisted of the issuance of 4,545,454 Common Shares at a price of CDN $0.22 per Common Share to Crown Capital
Partners Inc. (“CCP”). The Common Shares were issued to CCP as payment for a waiver being granted by CCP in connection
with the Credit Agreement dated as of April 5, 2013. Subsequent to December 31, 2014, the Company issued 6,105,093 common shares
pursuant to 2014 participation in the Company’s ESPP.



At March 26, 2015, there were 194,261,071 common
shares of the Company issued and outstanding.



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



Stock Options



At December 31, 2014, there were 8.5 million
director, officer and key employee stock options outstanding with exercise prices ranging from $0.17 to $2.38 per share and expiration
dates ranging from January 5, 2015 to December 11, 2021. This compares to 7.9 million director, officer and key employee stock
options outstanding at December 31, 2013 ranging from $0.14 to $2.38 per share.



Warrants



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



Deferred Share Units



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



Claude Resources Inc.Page 35


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




During 2014, the Company granted 3,043,481
DSUs to participating Directors. Also during 2014, a total of 1,320,582 DSUs were settled for proceeds of $0.3 million in conjunction
with the retirement of two Company Directors. At December 31, 2014, total DSUs held by participating Directors was 3,302,985 (December
31, 2013 – 1,580,086). Subsequent to December 31, 2014, the Company granted 517,123 DSUs to participating Directors.



Restricted Share Units



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



For RSUs, the Company records compensation
expense with an offsetting credit to accounts payable to reflect the estimated fair value of RSUs granted to participants. During
2014, a total of 1,058,696 RSUs were granted to participants in the Company’s RSU plan (YTD 2013 – nil). At December
31, 2014, total RSUs held by participants was 778,261 (December 31, 2013 – nil).



Footnotes



| | (1) | See description and reconciliation of non-IFRS measures in the “Non-IFRS Financial Measures and Reconciliations”
section of this MD&A.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------

| | (2) | See description and reconciliation of this performance measure in the “Other Performance Measures and Reconciliations”
section of this MD&A.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------



Non-IFRS Financial Measures
and Reconciliations



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



Adjusted Net Profit (Loss)



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



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



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



Claude Resources Inc.Page 36


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




|Table 17: Adjusted Net Profit (loss)                    
|--------------------------------------------------------
|December 31                                             
|                                                        
|Net (loss) profit                                       
|Adjustments:                                            
|Impairment charges                                      
|Loss on sale of assets                                  
|(Gain) Loss on investments                              
|Deferred income tax (recovery) expense                  
|Adjusted Net Profit (loss)                              
|Weighted Average shares outstanding (basic)             
|Weighted Average shares outstanding (diluted)           
|Per share adjusted net profit (loss) (basic and diluted)



All-In Sustaining Cost Per Ounce



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



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



|Table 18: All-In Sustaining Cost per Ounce
|------------------------------------------
|December 31                               
|                                          
|Production cost (CDN$)                    
|Production royalty                        
|Smelting, refining, freight               
|By-product credits                        
|General and administrative                
|Accretion                                 
|Development                               
|Property, plant and equipment             
|Exploration                               
|All-In Sustaining Costs                   
|Divided by ounces sold                    
|All-in sustaining cost per ounce (CDN$)   
|                                          
|CDN$ Exchange Rate                        
|All-in sustaining cost per ounce (U.S.$)  



Cash Cost Per Ounce



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



Claude Resources Inc.Page 37


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




|Table 19: Total Cash Cost per Gold Ounce Sold
|---------------------------------------------
|December 31                                  
|                                             
|Production costs (CDN$)                      
|Divided by ounces sold                       
|Production cost per ounce (CDN$)             
|                                             
|NSR royalty                                  
|Divided by ounces sold                       
|NSR royalty cost per ounce (CDN$)            
|                                             
|Total cash cost per ounce (CDN$)             
|                                             
|CDN$ Exchange Rate                           
|Total cash cost per ounce (U.S.$)            



Other Financial Measures and
Reconciliations



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



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





|Table
    20: Calculation of Cash Flow from Operations before Net Changes in Non-Cash Operating Working Capital
|---------------------------------------------------------------------------------------------------------------
|December 31                                                                                                    
|                                                                                                               
|Net (loss) profit                                                                                              
|Adjustments for non-cash items:                                                                                
|Depreciation and depletion                                                                                     
|Finance expense                                                                                                
|Finance and other income                                                                                       
|Impairment charges                                                                                             
|Loss on sale of assets                                                                                         
|(Gain) loss on investments                                                                                     
|Stock-based compensation                                                                                       
|Deferred income tax recovery                                                                                   
|                                                                                                               
|Weighted Average shares outstanding (basic)                                                                    
|Weighted Average shares outstanding (diluted)                                                                  
|Per share cash flows from operating activities (basic and diluted)                                             



Reconciliation Principal Balance Owing on Debt



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



Claude Resources Inc.Page 38


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




|Table 21: Principal Balance of Debt    
|---------------------------------------
|December 31                            
|                                       
|Term loan (amortized cost)             
|Add:                                   
|Remaining closing costs to be amortized
|Debt (principal balance owing)         



Disclosure Controls and Internal
Controls over Financial Reporting



Disclosure Controls and Procedures



As at December 31, 2014, we evaluated our disclosure
controls and procedures as defined in the rules of the U.S. Securities and Exchange Commission (“SEC”) and the Canadian
Securities Administrators. This evaluation was carried out under the supervision and with the participation of Management, including
the President and Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, the President and Chief Executive
Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.



Internal Control Over Financial Reporting



Management is responsible for establishing
and maintaining adequate Internal Control Over Financial Reporting (“ICFR”). ICFR, no matter how well designed, has
inherent limitations and can only provide reasonable assurance with respect to the preparation and fair presentation of published
financial statements. Under the supervision and with the participation of the President and Chief Executive Officer and the Chief
Financial Officer, management conducted an evaluation of the effectiveness of its internal control over financial reporting based
on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”). Based on this evaluation, the President and Chief Executive Officer and the Chief
Financial Officer concluded that internal control over financial reporting was effective as at December 31, 2014.



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



Management noted that as at December 31, 2013:



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



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



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



Claude Resources Inc.Page 39


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




Changes in Internal Control Over Financial Reporting



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



Limitations of Controls and Procedures



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



Cautionary Note to U.S. Investors
Concerning Resource Estimates



Resource Estimates



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



Compliance with Canadian Securities Regulations



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



U.S. investors are urged to consider the disclosure
in our Annual Report on Form 40-F, File No. 001-31956, filed with the SEC under the Exchange Act, which may be obtained from the
Company (without cost) or from the SEC’s Web site: http://sec.gov/edgar.shtml.



Claude Resources Inc.Page 40


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




Caution Regarding Forward-Looking
Information



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



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 March 26, 2015 and, accordingly, are subject to change after such date. Except
as otherwise indicated by Claude, these statements do not reflect the potential impact of any non-recurring or other special items
that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s
current expectations and plans and allowing investors and others to get a better understanding of our operating environment.



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

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



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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.



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Conversion Multiples



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



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



Glossary
of Financial Terms



Current ratio = (current asset / current
liabilities)



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



Working capital = (current asset – current liabilities)



Glossary
of Technical Terms



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



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



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



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



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



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



Chalcopyrite - a sulphide mineral of
copper and iron.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



Fracture – a break or crack in
rock.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



Pulp - a mixture of ground ore and water.



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



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



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



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



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



Ramp - an inclined underground opening.



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



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



Showing - surface occurrence of mineral.



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



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



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



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



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



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




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



Tonne – a metric ton or 2,204
pounds.





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



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



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



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



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