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, 2011 and 2010 is prepared as of March 30, 2012. This discussion
is the responsibility of Management and has been prepared using International Financial Reporting Standards (“IFRS”).
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
the NYSE Amex (NYSE Amex-CGR). The Company is also engaged in the exploration and development of gold mineral reserves and mineral
resources. The Company’s entire asset base is located in Canada. Its main revenue generating asset is the 100 percent owned
Seabee Gold Operation, located in northern Saskatchewan. Claude also owns 100 percent of the Amisk Gold Project in northeastern
Saskatchewan, as result of the acquisition of St. Eugene Mining Corporation Limited (“St. Eugene”) completed on February
1, 2012, and owns 100 percent of the 10,000 acre Madsen Property located in the Red Lake gold camp of northwestern Ontario.



Financial,
Operating and Exploration Highlights



| | · | Net
profit of $9.5 million, or $0.06 per share, for the year ended December 31, 2011 (December 31, 2010 - $10.3 million, or $0.08
per share).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| | · | Cash flow from operations (1) before net changes in non-cash operating working capital
of $22.2 million, or $0.14 per share, for the year ended December 31, 2011, up 12 percent from $19.8 million, or $0.15 per share,
for the year ended December 31, 2010.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Gold sales during the fourth quarter of 11,855 ounces at an average price of $1,678 (U.S. $1,641)
for revenue of $19.9 million, up 34 percent from fourth quarter 2010 revenue of $14.9 million.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | For the twelve months ending December 31, 2011, gold sales were 44,632 ounces at an average price
of $1,561 (U.S. $1,578) for revenue of $69.7 million, up 24 percent from revenue of $56.0 million for the year ended December 31,
2010. These less than expected sales volumes were due primarily to equipment availability, including the Company’s Central
Milling Facility (which had its output impacted during the third quarter due to a lightning strike) and development constraints
at Seabee Deep (requiring the Company to sequence more lower grade ore from Santoy 8 than anticipated).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $35.7 million of cash, cash equivalents and short term investments and working capital of $42.4
million as at December 31, 2011.
| | - | --------------------------------------------------------------------------------------------------------------------------------

| | · | On February 2, 2012, the Company announced the closing of the previously announced
                                                                                                               transaction whereby Claude would acquire all of the outstanding shares of St. Eugene (TSXV: SEM) that it did not already
                                                                                                               own.                                                                                                                The
                                                                                                               transaction was accomplished pursuant to the terms of a court approved plan of arrangement completed under the Business
                                                                                                               Corporations Act (British Columbia) (the “Arrangement”). Under the Arrangement, Claude acquired all of the
                                                                                                               outstanding common shares of St. Eugene in exchange for the issuance of approximately 8.7 million common shares of
                                                                                                               Claude. In addition to Claude shares, former shareholders of St. Eugene also received 0.25 of a common share of Satori
                                                                                                               Resources Inc. (“Satori”). As part of the Arrangement, Claude also exchanged all outstanding warrants of
                                                                                                               St.                                                                                                                Eugene
                                                                                                               for                                                                                                                warrants
                                                                                                               of Claude and reduced its existing net smelter return royalty on the Tartan Lake Mine Project from a sliding scale to 2
                                                                                                               percent.                                                                                                                Upon
                                                                                                               closing of the transaction, Claude received the same pro-rata stake in Satori that it had in St. Eugene.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Positive Metallurgical results at the Amisk Gold Project. Initial metallurgical testing indicates
that gold and silver mineralization is amenable to conventional cyanide leaching. Results from testing on three composite samples
from the Amisk Gold Deposit have returned an average of 89.4 percent recovery for gold, ranging from 85.2 percent to 91.7 percent
and an average of 80.8 percent recovery for silver, ranging from 66.4 percent to 92.8 percent.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page2




| | · | Inferred resource base at Seabee Gold Operation increased 236 percent. The inclusion of the L62
Zone and Santoy Gap deposits into Mineral Reserves and Mineral Resources came only six and nine months after their respective discoveries.
More importantly, these discoveries are in close proximity to current mining infrastructure and will be integrated into an updated
life of mine plan anticipated during the third quarter. The increase in resource ounces in 2011 demonstrates the potential that
exists at the Seabee Gold Operation.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Drill program at the Seabee Gold Operation is anticipated to be 130,000 metres for 2012.
| | - | ----------------------------------------------------------------------------------------

| | · | Seabee Mine Shaft Extension Project to be completed in second half of 2012.
| | - | ---------------------------------------------------------------------------

| | · | Expansion to Mill and Camp Facilities ongoing.
| | - | ----------------------------------------------



| | (1) | Denotes a non-IFRS performance measure. For an explanation of non-IFRS performance measures refer
to the “Non-IFRS Performance Measures” section of this MD&A.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



mission
and vision



The Company’s mission is to create
and deliver significant 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:



| | · | Increasing its resource base through aggressive exploration programs;
| | - | ---------------------------------------------------------------------

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

| | · | Strengthening the Balance Sheet and maintaining liquidity in order to reduce financial risk;
| | - | --------------------------------------------------------------------------------------------

| | · | Consider strategically attractive opportunities and accretive transactions; and
| | - | -------------------------------------------------------------------------------

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



Increasing Claude’s Resource
Base Through Aggressive Exploration Programs



During 2011, the Company continued with
its objective of increasing its resource base through aggressive exploration programs at its Seabee Gold Operation, Amisk Gold
Project and Madsen Property.



Seabee Gold Operation



At the Seabee Gold Operation, exploration
targets include the Seabee Gold Mine, Santoy 8 Gold Mine, Santoy Gap, L62 Zone and Neptune. During 2011, the Company focused its
gold exploration efforts on drilling at Seabee Deep, at L62, at the Santoy Gap and on continued development of satellite ore bodies.
This includes the Santoy 8 Gold Mine which achieved commercial production during the first quarter of 2011.



The newly discovered L62 Zone is located
approximately 200 metres from existing development and operations on multiple levels in the hanging wall of the Seabee Mine. High
grade results from the L62 Zone will have a positive impact on the Seabee Mine’s production profile during 2012.



The Santoy Gap drill program has intercepted
multiple high-grade intervals, significantly expanding the strike length and width of the mineralized system. Drilling has intercepted
multiple high-grade intervals, significantly expanding the strike length and width of the mineralized system and has expanded the
Santoy Gap and Santoy 8 system to in excess of 1.8 kilometres long.



During 2011, the Company expanded the 2011
Seabee exploration program to include 44,000 metres of surface drilling; 33,000 of those metres were focused at Santoy Gap. The
three rig program aggressively explored the Santoy Gap target and its relationship to the Santoy 8 ore body to depths in excess
of 600 metres. Total drilling at the Seabee Gold Operation for 2011 was 100,000 metres.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page3




Amisk Gold Project



The Amisk Gold Property is located 20 kilometres
southwest of Flin Flon, Manitoba and hosts the Amisk Gold Deposit, the past-producing Monarch Mine, as well as a large number of
gold occurrences and prospects. Subsequent to December 31, 2011, Claude completed an acquisition of all of the outstanding shares
of St. Eugene that it did not already own. As a result, Claude now owns 100 percent of the Amisk Gold Project. At 23,450 hectares,
this gold and silver exploration property is one of the largest land positions in the Flin Flon mineral district.



In 2010, SRK Consulting (Canada) Inc. (“SRK”)
was engaged to prepare an independent mineral resource evaluation and Technical Report for the Amisk Gold Project. The independent
mineral resource statement was released in the first quarter of 2011 and outlined an Indicated Resource of 921,000 ounces of 0.95
grams of gold equivalent (“Au Eq”) per tonne and an Inferred Resource of 645,000 ounces at 0.70 grams of Au Eq per
tonne. This geological model and open pit resource estimate was generated through the successful integration of the Company’s
2010 exploration program with historic drilling and was the culmination of an aggressive 12 month exploration program and is a
major milestone for the Amisk Gold Project and Claude.



During the second half of 2011, positive
metallurgical and engineering results were reported from the Amisk Gold Project. Initial metallurgical testing indicates that gold
and silver mineralization is amenable to conventional cyanide leaching. Results from testing on three composite samples from the
Amisk Gold Deposit have returned an average of 89.4 percent recovery for gold, ranging from 85.2 percent to 91.7 percent and an
average of 80.8 percent recovery for silver, ranging from 66.4 percent to 92.8 percent. In addition to positive metallurgical testing,
a total of 20 holes and 6,480 metres were drilled during 2011. The program tested from surface to in excess of 700 metres depth
and was designed to expand the limits of the Amisk Gold Deposit as well as infill within the northern and eastern portion of the
deposit. The 20 drill holes successfully confirmed continuity of gold mineralization within the northern and eastern portion of
the deposit as well as demonstrated the potential for expansion to the east and southeast.



During 2012, the Company will update
Amisk’s National Instrument 43-101 resource calculation, conduct an external Preliminary Economic Assessment and will
plan further exploration programs on the property, including further evaluation of the underground potential.



Madsen Property



At the Madsen Property, the system remains
open in all directions and shows strong similarities to high grade mineralization characteristic of the Red Lake Belt. Claude’s
objective is to fully assess the potential for high grade gold mineralization while continuing to de-water the Madsen shaft to
provide additional underground exploration access. Phase I underground drilling of the 8 Zone program, from the 10th
level, confirmed high grade mineralization 450 feet (1) down plunge of the historic stopes within the 8 Zone as well
as confirming the existence of a sub-parallel footwall target. Phase I underground drilling demonstrated that the 8 Zone is a series
of high-grade, quartz-vein systems and silicification associated with a complexly-folded package of mafic and ultramafic lithologies.



(1) Historically, Madsen results
have been reported in ounces per ton and feet (imperial).



At Madsen, the Company believes that success
from the Phase II drill program has the potential to significantly grow the Company’s existing resource base at the fully-permitted
and infrastructure-rich Madsen property. Phase II of the underground 8 Zone drill program continued to be a top priority for Management
with underground 8 Zone drilling from the 16th level commencing early in the second quarter of 2011 through to the end
of 2011. Phase II drilling in 2011 included 14,800 metres (41,656 feet) in 9 holes, targeting the plunge and strike continuity
as well as sub-parallel footwall structures of the 8 Zone. Drilling during 2011 successfully extended the 8 Zone plunge to approximately
250 metres down plunge of previous drilling as well as discovered significant depth extensions to the McVeigh Tuff. Based on these
encouraging results, the Company has budgeted a 29,000 metre, underground and surface-based drill program for 2012. The program
will include two underground rigs and one surface rig, targeting to complete 40 to 50 holes.

De-watering was ongoing throughout 2011
with water levels below the 17th level (there are a total of 24 levels in the Madsen Shaft).





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page4




2012 Exploration Program



Continued success from the Company’s
exploration programs should serve to:



| | · | further extend the mine life at Seabee;
| | - | ---------------------------------------

| | · | potentially improve the project economics at the Company’s Amisk and Madsen Projects; and
| | - | -----------------------------------------------------------------------------------------

| | · | further increase the Company’s total resource base.
| | - | ---------------------------------------------------



As a follow-up to the Company’s 2011
exploration programs, Claude has budgeted approximately $15.5 million to support the continuation of its extensive exploration
programs at the Seabee, Amisk and Madsen Properties during 2012. At the Seabee Gold Operation, the Company plans to drill 130,000
metres (70,000 metres regionally and 60,000 metres underground) during 2012. At Madsen, Claude has approved a 29,000 metre underground
and surface exploration program. The program will include two underground rigs and one surface rig, targeting to complete 40 to
50 holes. Exploration will focus on continued testing of the 8 Zone Trend as well as the McVeigh and Austin Tuff depth continuity.
Finally, at the 23,450 hectare Amisk Gold Project, Claude will update its National Instrument 43-101 resource calculation, conduct
an external Preliminary Economic Assessment and an evaluation of the underground potential.



Improving Operating Margins at the
Seabee Gold Operation



The combination of strong average realized
gold prices per ounce during 2011 has offset the increased mine operating costs, year over year, resulting in improved operating
margins for the Company. During 2011, net cash margin(1) improved to $653 per ounce from $564 per ounce in 2010.



For the year ended December 31, 2011,
Claude realized a gold price of $1,561 (U.S. $1,578); December 31, 2010 - $1,273 (U.S. $1,236). For the year ended December 31,
2011, total cash cost per ounce (1) was CDN $908 (U.S. $918), up 28 percent from the cash cost per ounce of CDN $709
(U.S. $688) for the year ended December 31, 2010.



| | (1) | Denotes a non-IFRS performance measure. For an explanation of non-IFRS performance measures
                                                                            refer to the “Non-IFRS Performance Measures” section of this MD&A.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|                                                           |                                                                
|---------------------------------------------------------- | ---------------------------------------------------------------
|                                                           |                                                                
|Figure 1: Average Gold Price Realized (CDN$)Per Ounce Sold | Figure 2: Cash Cost and Margin Realized (CDN$)Per Ounce Sold(1)



| | (1) | Denotes a non-IFRS performance measure. For an explanation of non-IFRS performance measures refer
to the “Non-IFRS Performance Measures” section of this MD&A.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page5








|Table 1: Calculation of Net Cash Margin per Ounce |  |             |        |  |             |  
|------------------------------------------------- |  | ----------- | ------ |  | ----------- | -
|                                                  |  | December 31 |        |  | December 31 |  
|                                                  |  | 2011        |        |  | 2010        |  
|                                                  |  |             |        |  |             |  
|Revenue (thousands)                               |  | $           | 69,659 |  |             | $
|Divided by ounces sold                            |  |             | 44,632 |  |             |  
|Average Realized Price per Ounce                  |  | $           | 1,561  |  |             | $
|                                                  |  |             |        |  |             |  
|Production costs (thousands)                      |  | $           | 40,542 |  |             | $
|Divided by ounces sold                            |  |             | 44,632 |  |             |  
|Total cash costs per ounce                        |  | $           | 908    |  |             | $
|                                                  |  |             |        |  |             |  
|Net Cash Margin per Ounce Sold                    |  | $           | 653    |  |             | $



During 2012, 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 lower cost satellite ore bodies, including Santoy 8.



The Santoy
Region is located approximately 14 kilometres east of the Seabee Gold Operation’s central Milling Facility and is accessed
via an all-weather road. The Company anticipates the Santoy 8 Project to provide up to 50 percent of the overall feedstock to the
Seabee Gold Operation’s central Milling Facility and anticipates this contribution to be a positive catalyst in improving
production and lowering overall unit operating costs at the Seabee Gold Operation.The Santoy 8 Gold Project achieved commercial production during the first quarter of 2011.
This accomplishment is a major milestone for the Company and represents a real opportunity for the Seabee Gold Operation to grow
its production profile.



Financial Capacity and Highlights



During 2011, the Company continued its
focus on further improving its balance sheet. At December 31, 2011, the Company had total Cash and cash equivalents of $2.5 million
and short-term investments of $33.2 million. Working capital at December 31, 2011 was $42.4 million
(December 31, 2010 - $4.3 million).



For the year ended December 31, 2011, cash
flow from operations (1) before net changes in non-cash operating working capital increased 12 percent to $22.2 million,
or $0.14 per common share, from $19.8 million, or $0.15 per common share, for the year ended December 31, 2010.



| | (1) | Denotes a non-IFRS performance measure. For an explanation of non-IFRS performance measures refer
to the “Non-IFRS Performance Measures” section of this MD&A.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



Strategically Attractive and Accretive
Transactions



The Company completed the sale of its 46
percent minority interest in the Nokomis property to Auriga Gold Corp. (“Auriga Gold”). Under the terms of the transaction,
Auriga Gold issued Claude 3,428,571 common shares at an issue price of $0.35 per share (approximately 7.8 percent of the outstanding
shares of Auriga Gold), thereby allowing the Company to participate in any future successes of Auriga Gold.



Early in the third quarter, the Company
announced that it had approached the Board of Directors of St. Eugene with a proposal to enter into a letter of intent for a share
exchange transaction for 100 percent of St. Eugene at a significant premium to its trading price. On October 25, 2011, Claude and
St. Eugene jointly announced that they had entered into a definitive agreement pursuant to which Claude would acquire, by way of
a court-approved plan of arrangement, all of the shares of St. Eugene that it did not already own. The acquisition closed on February
1, 2012 and is the logical consolidation of the Amisk Gold Project. Claude issued 8.7 million shares as consideration for the purchase
of 100 percent of the shares.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page6




Looking forward, Management remains focused
on executing strategically attractive and accretive transactions that are consistent with the strategic plan and focus of the Company.



Shareholder Value



At December 31, 2011, shares of Claude
closed at $1.36 (December 31, 2010 - $2.20), a decrease of 38 percent year over year; on the NYSE Amex, Claude’s shares closed
at U.S. $1.32 on December 31, 2011 (December 31, 2010 – U.S. $2.19). Notwithstanding Claude’s share price performance
during 2011, Management believes that shareholder value has been created by: (1) improving the treasury of the Company; (2) significantly
increasing its resource base; and (3) taking steps to complete accretive and strategically attractive transactions. Management
is confident that the combination of the Company’s Seabee, Amisk and Madsen properties are a strong production and asset
base in the politically safe jurisdiction of Canada. During 2012 and beyond, the Company will continue to advance these projects
in order to further develop shareholder value.



The Company intends to further build shareholder
value by:



| | · | advancing the Company's exploration programs at its Seabee (L62, Santoy Gap, Neptune), Amisk and
Madsen properties;
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | investing in capital infrastructure development programs at the Seabee Gold Operation including
an extension of the Seabee Mine shaft, an expansion to the Seabee Central Milling Facility, an expansion to Camp Facilities and
additional production equipment; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | continuing dewatering and rehabilitation programs at the Company's Madsen Project.
| | - | ----------------------------------------------------------------------------------



With the continued support of a strong
gold price and expanding resources, Claude is well positioned to further execute its strategy of discovering, developing and producing
gold in established politically safe Canadian mining and exploration districts.



Exploration
Results



Claude advanced its exploration and development
strategy during 2011. Exploration at the Seabee Gold Operation focused on drill testing of the newly discovered L62 Zone, drill
testing at Neptune, Santoy Gap and near-mine targets as well as reconnaissance geochemical surveys in the Pine Lake area. At the
Amisk Gold Project, exploration drilling continued to expand and confirm the National Instrument 43-101 open-pit resource estimate.
At Madsen, the Company completed rehabilitation of the 16th level and Phase II of underground drilling of the 8 Zone
commenced, with a two-rig 15,000 metre Phase II underground drilling program which ramped up early in the second quarter and continued
throughout the year.



All exploration activities were carried
out under the direction of Qualified Person, Brian Skanderbeg, P. Geo., Vice President Exploration.



Seabee Gold Operation



The Seabee Gold Operation includes 14,400
hectares and is comprised of four mineral leases and extensive surface infrastructure. During 2011, exploration efforts focused
on drill testing of the newly discovered L62 Zone, the Santoy Gap, Neptune and near-mine targets as well as reconnaissance geochemical
surveys in the Pine Lake area.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page7








Figure 3: Seabee Property regional map
showing significant gold deposits and occurrences.



L62 Zone



The L62 Zone is located approximately 200
metres from existing Seabee Underground infrastructure on multiple levels. Recent drilling was completed between September and
December of 2011, with the results incorporated into an updated National Instrument 43-101 resource calculation announced in the
first quarter of 2012 (please see Claude news release “Claude Resources Inc. Increases Inferred Resource Base 236 Percent
at Seabee Gold Operation” dated March 14, 2012). Highlights of recent drilling of the L62 results include:



| | · | 27.06 grams of gold per tonne over 4.83 metres true width (U11-382);
| | - | --------------------------------------------------------------------

| | · | 12.81 grams of gold per tonne over 6.70 metres true width (U11-649);
| | - | --------------------------------------------------------------------

| | · | 14.83 grams of gold per tonne over 5.19 metres true width (U11-650);
| | - | --------------------------------------------------------------------

| | · | 195.06 grams of gold per tonne over 2.29 metres true width (U11-651);
| | - | ---------------------------------------------------------------------

| | · | 22.03 grams of gold per tonne over 4.41 metres true width (U11-661); and
| | - | ------------------------------------------------------------------------

| | · | 24.16 grams of gold per tonne over 5.71 metres true width (U11-663).
| | - | --------------------------------------------------------------------



Drilling intercepted economic grades and
widths approximately 25 metres along strike and 125 metres up-dip from previous high grade intercepts. The L62 Zone is now interpreted
to have an estimated strike length of up to 85 metres and a dip length of 400 metres. Drilling immediately down plunge encountered
sporadic economic grades, with the geological structure considered open in all directions.



|Table 2: Highlights of L62 Discovery
|------------------------------------
|HOLE #                              
|NORTH                               
|                                    
|U11-345                             
|U11-347                             
|U11-348                             





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page8




|Table 2: Highlights of L62 Discovery
|------------------------------------
|HOLE #                              
|NORTH                               
|                                    



|U11-349                                                                                                                                                                                                                                    | 951   | 1055   | -513   | 8.81   | 4.9 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----- | ------ | ------ | ------ | ----
|U11-350                                                                                                                                                                                                                                    | 949   | 1057   | -559   | 5.33   | 4.8 
|U11-351                                                                                                                                                                                                                                    | 913   | 1111   | -514   | 0.09   | 4.6 
|U11-352                                                                                                                                                                                                                                    | 918   | 1118   | -549   | 0.14   | 4.8 
|U11-629                                                                                                                                                                                                                                    | 942   | 1057   | -399   | 39.75  | 10.0
|including                                                                                                                                                                                                                                  |       |        |        | 528.10 | 0.7 
|U11-630                                                                                                                                                                                                                                    | 929   | 1080   | -403   | 0.34   | 3.9 
|U11-631                                                                                                                                                                                                                                    | 928   | 1082   | -423   | 0.46   | 4.2 
|U11-632                                                                                                                                                                                                                                    | 932   | 1091   | -476   | 1.78   | 5.3 
|U11-642                                                                                                                                                                                                                                    | 973.7 | 1020.2 | -326.1 | 5.59   | 4.0 
|U11-649                                                                                                                                                                                                                                    | 955.0 | 1032.2 | -356.4 | 12.81  | 6.7 
|U11-650                                                                                                                                                                                                                                    | 954.6 | 1030.8 | -330.2 | 14.83  | 5.2 
|U11-651                                                                                                                                                                                                                                    | 953.0 | 1025.7 | -306.1 | 195.06 | 2.3 
|including                                                                                                                                                                                                                                  |       |        |        | 567.34 | 0.8 
|U11-652                                                                                                                                                                                                                                    | 940.2 | 1051.5 | -350.6 | 18.52  | 3.7 
|U11-654                                                                                                                                                                                                                                    | 939.3 | 1055.3 | -373.1 | 30.35  | 2.4 
|U11-655                                                                                                                                                                                                                                    | 947.1 | 1066.6 | -437.2 | 15.39  | 2.7 
|U11-657                                                                                                                                                                                                                                    | 946.5 | 1065.6 | -528.9 | 10.49  | 5.5 
|including                                                                                                                                                                                                                                  |       |        |        | 108.13 | 0.5 
|U11-660                                                                                                                                                                                                                                    | 919.7 | 1109.9 | -415.1 | 4.66   | 4.5 
|U11-661                                                                                                                                                                                                                                    | 923.3 | 1109.6 | -446.0 | 22.03  | 4.4 
|including                                                                                                                                                                                                                                  |       |        |        | 100.40 | 0.9 
|U11-663                                                                                                                                                                                                                                    | 964.1 | 1044.1 | -446.2 | 24.16  | 5.7 
|including                                                                                                                                                                                                                                  |       |        |        | 96.13  | 0.9 
|U11-665                                                                                                                                                                                                                                    | 959.9 | 1041.4 | -509.1 | 5.60   | 1.8 
|U11-666                                                                                                                                                                                                                                    | 972.0 | 1028.8 | -428.3 | 5.88   | 4.7 
|U11-364                                                                                                                                                                                                                                    | 941.5 | 1064.8 | -667.2 | 10.96  | 1.9 
|U11-380                                                                                                                                                                                                                                    | 953.8 | 1041.8 | -230.0 | 7.47   | 1.6 
|U11-382                                                                                                                                                                                                                                    | 938.8 | 1060.6 | -360.3 | 27.06  | 4.8 
|Note: Intervals noted are true width, have been composited across the entire structure and are uncut. Composites presented herein meet a minimum 10 gram-metre product and 3 g/T gold. Locations referenced are midpoint of the composite.



Since discovery during the second quarter
of 2011, the L62 Zone has been the focus of an aggressive exploration program and has grown rapidly. The Company commenced underground
development towards the L62 Zone in October and looks forward to incorporating the L62 Zone into Seabee’s production profile
in the second half of 2012. The high grade results from the L62 Zone had a material impact on the Seabee Mine’s Mineral Reserves
and Mineral Resources and augment its production outlook in the coming years.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page9








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



Santoy Region



The Santoy Region is located approximately
14 kilometres east of the Seabee Gold Operation’s central Milling Facility and is accessed via an all-weather road. Gold
mineralization 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 interpreted to be amenable to bulk mining techniques. Gold mineralization
of the Santoy 8 ore lens occurs over a strike length of 600 metres, a depth of 400 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.
Underground infill and exploration drilling continues to confirm and expand the Santoy 8 system.



The Santoy Gap target is located 300 to
900 metres north of underground infrastructure, immediately on strike and adjacent to the Santoy 8 Mine. The Santoy Gap program
was designed to test the Santoy shear system between the Santoy 7 and Santoy 8 Deposits and follow up on results of up to 17.33
grams of gold per tonne over 4.0 metres returned in 2010 (please see Claude news release “Claude Resources Inc. Continues
to Outline Gold Mineralization at Santoy Region” dated March 21, 2011). During 2011, 33,000 metres of drilling was completed
in 82 holes. Drilling has intercepted multiple high-grade intervals, significantly expanding the strike length and width of the
mineralized system and has expanded the Santoy Gap and Santoy 8 system to in excess of 1.8 kilometres long. Significant assays
from the 2011 program are highlighted below in Table 3.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page10




|Table 3: Highlights from 2011 Santoy Gap Drilling                                                                                                                                                                   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|Hole ID                                                                                                                                                                                                             | Easting
|                                                                                                                                                                                                                   
|                                                                                                                                                                                                                    |        
|JOY-11-565*                                                                                                                                                                                                         | 599043 
|JOY-11-588                                                                                                                                                                                                          | 599021 
|                                                                                                                                                                                                                    |        
|JOY-11-589                                                                                                                                                                                                          | 599237 
|JOY-11-594                                                                                                                                                                                                          | 598995 
|                                                                                                                                                                                                                    |        
|JOY-11-600                                                                                                                                                                                                          | 598968 
|JOY-11-606                                                                                                                                                                                                          | 599247 
|                                                                                                                                                                                                                    |        
|JOY-11-611                                                                                                                                                                                                          | 599292 
|                                                                                                                                                                                                                    |        
|JOY-11-535                                                                                                                                                                                                          | 599349 
|JOY-11-549                                                                                                                                                                                                          | 599178 
|JOY-11-551                                                                                                                                                                                                          | 599205 
|JOY-11-554                                                                                                                                                                                                          | 599146 
|JOY-11-555                                                                                                                                                                                                          | 599146 
|                                                                                                                                                                                                                    |        
|JOY-11-556                                                                                                                                                                                                          | 599146 
|                                                                                                                                                                                                                    |        
|JOY-11-580                                                                                                                                                                                                          | 599097 
|Note:* Partial result, certain assays within zone are pending. Composites calculated at 3.0 g/t cut-off and may include internal dilution. True width is interpreted to range from 70 to 95 percent drilled width.. |        





The Santoy Gap drill program has expanded
the gold-bearing structure to a strike length of over 600 metres, to depths in excess of 600 metres and has expanded the Company's
National Instrument 43-101 resource base at the Seabee Project.



Based on the encouraging results from Santoy
Gap, the Company has approved the 2012 Seabee exploration program to include 70,000 metres from surface, focusing largely on the
Santoy Gap. The three to four rig program will focus on aggressively exploring the Santoy Gap target and its relationship to the
Santoy 8 ore body to depths in excess of 750 metres.





Figure 5: Santoy Region Composite Longitudinal
Section.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page11






Neptune



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







Figure 6: Neptune target showing significant
gold intercepts and soil anomaly.



Initial drilling revealed high gold grades
associated with sheeted quartz veins within several prospective zones of alteration and veining hosted within both arenite and
basalt-derived, biotite-chlorite schist. The 2011 drill program confirmed the gold-bearing structure over a strike length of 1,200
metres to depths in excess of 250 metres and intersected high-grade gold within multiple structures with assay results of up to
84.66 grams of gold per tonne across 3.20 metres. Results from the 2011 winter drill program are presented
in Table 4 below.



|Table
    4: Neptune Target Drill Results from 2011 Winter Drill Program
|------------------------------------------------------------------------
|Hole ID                                                                 
|                                                                        
|NEP-11-003                                                              
|                                                                        
|                                                                        
|NEP-11-004                                                              





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page12






|Table
    4: Neptune Target Drill Results from 2011 Winter Drill Program
|------------------------------------------------------------------------
|Hole ID                                                                 
|                                                                        



|NEP-11-005                                                                                                        | 587938 | 6177652 | 130/-45 | 114.00 | Anomalous | 4.00 |    
|----------------------------------------------------------------------------------------------------------------- | ------ | ------- | ------- | ------ | --------- | ---- | ---
|NEP-11-006                                                                                                        | 587865 | 6177584 | 130/-45 | 90.39  | Anomalous | 0.61 | YES
|NEP-11-007                                                                                                        | 587963 | 6177692 | 130/-45 | 4.05   | Anomalous | 2.95 | YES
|                                                                                                                  |        | And     |         | 48.30  | 10.65     | 0.50 | YES
|                                                                                                                  |        | And     |         | 84.80  | 84.66     | 3.20 | YES
|                                                                                                                  |        | Incl.   |         | 84.80  | 218.00    | 1.20 | YES
|                                                                                                                  |        | And     |         | 111.11 | 24.70     | 0.82 | YES
|NEP-11-008                                                                                                        | 588016 | 6177912 | 130/-45 | 159.00 | 8.38      | 1.00 | YES
|NEP-11-009                                                                                                        | 588113 | 6178080 | 130/-45 | 290.65 | Anomalous | 2.35 |    
|NEP-11-010                                                                                                        | 587933 | 6177839 | 130/-45 | 181.00 | 3.01      | 0.89 | YES
|NEP-11-011                                                                                                        | 587812 | 6177841 | 130/-58 | 308.82 | Anomalous | 2.00 | YES
|NEP-11-012                                                                                                        | 588067 | 6177801 | 130/-45 | 39.94  | 5.82      | 3.06 | YES
|NEP-11-013                                                                                                        | 588131 | 6177878 | 130/-45 |        | NSI       |      |    
|NEP-11-014                                                                                                        | 587374 | 6177159 | 130/-45 | 419.91 | Anomalous | 1.00 | YES
|NEP-11-015                                                                                                        | 587722 | 6177373 | 130/-45 |        | NSI       |      |    
|Note: Intercepts calculated using a 3 g/t Au cut-off, Anomalous (0.1-3 g/t Au), No Significant Intercepts (“NSI”)



To date, the Neptune target has only been
tested on widely spaced centres, the limits of which are yet to be determined. These results demonstrate the potential for significant
new discoveries and resource definition at the Seabee Operation. At Neptune, exploration efforts in 2011 included the completion
of a 28 hole, 9,550 metre drill program designed to test the 1.8 kilometre strike length of the soil anomaly to vertical depths
of up to 250 metres. Based on these encouraging results from Neptune, Claude anticipates further drilling in the first and second
quarters of 2012.



Amisk Gold Project



The Amisk Gold Project (Figure 7) is located
in the Flin Flon-Snow Lake Greenstone Belt. The project is host to the Amisk Gold Deposit, the past-producing Monarch Mine as well
as a large number of gold occurrences and prospects. Extensive historic exploration from 1983 through 1998, including significant
surface and underground drilling and bulk sampling, was completed by Saskatchewan Mining Development Corporation, Hudson Bay Mining
and Smelting, Husky Oil and Claude. The property remained largely dormant from 1998 through 2009.



Subsequent to its acquisition of St. Eugene,
Claude now owns 100 percent of the 23,450 hectare project.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page13








Figure 7: Amisk Gold Project



Results from a summer historic core sampling
program and 2011 drilling expanded the mineralized system and confirmed grade continuity of the resource model. Gold and silver
mineralization 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.







Figure 8: Cross Section A-A’ of
the Amisk Gold Property



On February 17, 2011, Claude completed
a National Instrument 43-101 compliant resource calculation which included results of all drilling to date, inclusive of historic
core. The independent mineral resource statement was released in the first quarter of 2011 and outlined an Indicated Resource of
921,000 ounces of 0.95 grams of gold equivalent (“Au Eq”) per tonne and an Inferred Resource of 645,000 ounces at 0.70
grams of Au Eq per tonne.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page14




|Table 5: Amisk Gold Project Consolidated Mineral Resource Statement*(100 Percent)
|---------------------------------------------------------------------------------
|Resource Class                                                                   
|(000’s  tonnes)                                                                  
|                                                                                 
|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.



During the third quarter of 2011, the Company
reported positive metallurgical testwork results at the Amisk Gold Project. Initial metallurgical testing indicates that gold and
silver mineralization is amenable to conventional cyanide leaching. Results from testing on three composite samples from the Amisk
Gold Deposit have returned an average of 89.4 percent recovery for gold, ranging from 85.2 percent to 91.7 percent and an average
of 80.8 percent recovery for silver, ranging from 66.4 percent to 92.8 percent. Detailed results are presented in the table below.



|Table 6: Metallurgical Testwork Results, Amisk Gold Project         
|--------------------------------------------------------------------
|                                                                    
|Composite ID                                                        
|Low Grade                                                           
|Medium Grade                                                        
|Medium Grade                                                        
|Medium Grade                                                        
|High Grade                                                          
|* Denotes size fraction of grind that 80 percent of material passed.
|                                                                    



Based on the Metallurgical testwork work
completed thus far, it is recommended that Amisk ore should be treated by conventional SAG and ball mill grinding to achieve a
final grind not finer than 80 percent passing 75 microns. Further economic studies and tests need to be done to optimize the grind
required. It is suggested that this optimized grind will lie between 72 and 117 microns. The correct process to recover gold and
silver is direct whole ore cyanidation with carbon-in-pulp technology used to recover the leached gold and silver values. Reagent
consumption in cyanidation was reasonable. Approximately 1 kilogram per tonne of NaCN (sodium cyanide) and 0.5 kilogram per tonne of lime
will be required. Further cyanidation test work was recommended to identify optimum operating conditions.



The initial metallurgical and grinding
mill engineering tests were conducted on 215 kg collected from half split core. Representative core intervals from eight drill
holes were combined to create low, medium and high grade composites that assayed 0.50, 0.85 and 1.68 grams of gold per tonne and
7.4, 9.2 and 8.4 grams of silver per tonne. This mineralization is representative of the Amisk Gold Deposit and consists of trace
to 10 percent disseminated pyrite and stringers with minor sphalerite, chalcopyrite, galena and tetrahedrite hosted in a sericitized
quartz porphyry.



During 2011, a 20 hole, 6,480 metre drill
program was completed on the Amisk Gold Project. This program focused specifically on testing the limits of the mineralized footprint
north of the current pit outline, targeting depth extension below the pit bottom and infill drilling to evaluate potential upgrade
of categories in the resource estimate completed by SRK Consulting (Canada) Inc. Twenty drill holes successfully confirmed continuity
of gold mineralization within the northern and eastern portion of the deposit as well as demonstrated the potential for expansion
to the east and southeast.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page15




|Table 7: 2011 summer and fall drill results from the Amisk Gold Project.                                                                                                                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Hole                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                 
|AL-11-300                                                                                                                                                                                                                                                                                        
|and                                                                                                                                                                                                                                                                                              
|AL-11-301                                                                                                                                                                                                                                                                                        
|and                                                                                                                                                                                                                                                                                              
|AL-11-302                                                                                                                                                                                                                                                                                        
|AL-11-303                                                                                                                                                                                                                                                                                        
|AL-11-304                                                                                                                                                                                                                                                                                        
|AL-11-305                                                                                                                                                                                                                                                                                        
|AL-11-306                                                                                                                                                                                                                                                                                        
|AL-11-307                                                                                                                                                                                                                                                                                        
|AL-11-308                                                                                                                                                                                                                                                                                        
|AL-11-309                                                                                                                                                                                                                                                                                        
|AL-11-310                                                                                                                                                                                                                                                                                        
|AL-11-311                                                                                                                                                                                                                                                                                        
|AL-11-312                                                                                                                                                                                                                                                                                        
|and                                                                                                                                                                                                                                                                                              
|and                                                                                                                                                                                                                                                                                              
|AL-11-313                                                                                                                                                                                                                                                                                        
|and                                                                                                                                                                                                                                                                                              
|and                                                                                                                                                                                                                                                                                              
|and                                                                                                                                                                                                                                                                                              
|AL-11-314                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                 
|Note:Intervals noted are intercepted width not true width, have been calculated using a 0.3 g/tonne cut-off and are uncut. True width is variable between 80 and 100 percent of drilled width. They may include internal dilution intervals of up to 6 metres. No significant Intercepts (“NSI”).



Mineralization intercepted in the drilling
is consistent with the current resource model and is associated with a sequence of quartz porphyritic, rhyolitic lapilli tuffs
and basaltic tuffs hosting disseminations and stringers of pyrite, sphalerite, galena, tetrahedrite and chalcopyrite. The remaining
holes are presented in Table 8 below. The program tested from surface to in excess of 700 metres depth and was designed to expand
the limits of the Amisk Gold deposit as well as infill within the northern and eastern portion of the deposit.



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



Drill hole AL-11-319 confirmed continuity
of gold mineralization within the southeastern portion of the deposit as well as demonstrated the potential for expansion to the
east and southeast. Four holes were completed evaluating the continuity of the system to depths in excess of 700 metres.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page16




|Table 8: 2011 Amisk Gold Project Fall Drill Results
|---------------------------------------------------
|Hole                                               
|                                                   
|AL-11-315                                          
|Incl                                               
|AL-11-316                                          
|AL-11-317                                          
|incl                                               
|AL-11-318                                          
|and                                                
|incl                                               
|and                                                
|incl                                               
|and                                                
|incl                                               
|and                                                
|incl                                               
|AL-11-319                                          
|incl                                               
|and                                                
|and                                                
|incl                                               
|and                                                
|incl                                               
|AL-11-320                                          



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



The 2011 Amisk drill program confirmed
mineralization within the current resource model and to depths of 700 metres. In addition to focusing on growth of the gold and
silver resource base, the presence of significant grades of zinc and lead in the hangingwall will be evaluated during 2012.



Looking forward at Amisk, exploration will
focus on expansion of the open pit resource, completion of preliminary economic studies and further evaluation of the underground
potential.



Madsen Project



The Madsen Project comprises over 10,000
acres (4,000 hectares) and, having produced in excess of 2.4 million ounces, is the third largest gold producer in the Red Lake
camp in Ontario, Canada. Infrastructure includes a fully functional 500 ton per day mill, a 4,125 foot deep shaft and permitted
tailings facility.



Initiated from the 10th level
in December of 2008, the Phase I underground program included testing of the plunge extension of the 8 Zone as well as conceptual
targets along the 8 Zone shear system. Results from Phase I deep drilling of the 8 Zone Trend demonstrated down plunge continuity
to 450 feet below the 27th level with multiple holes returning strong visible gold associated with intensely silicified,
biotite-altered basalt. See Table 9 for highlights of Phase I of the 8 Zone drill program. Step-out drilling to the east and west
confirmed the development of favorable 8 Zone structure and stratigraphy. The system remains open down plunge and along strike
to the east and west.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page17






|Table 9: Highlights from Phase I of the 8 Zone drill program at the Madsen Mine, Ontario.
|-----------------------------------------------------------------------------------------
|Hole ID                                                                                  
|                                                                                         
|MUG-08-01                                                                                
|MUG-09-02b                                                                               
|MUG-09-03
(incl)                                                                         
|MUG-09-04
        (incl)                                                                 
|MUG-09-05
        (incl)                                                                 









Figure 9: Madsen Mine Cross Section



During 2010, SRK finalized an independent
National Instrument 43-101 mineral resource evaluation for the Madsen Mine. This mineral resource evaluation was based on historical
exploration and mining data, Phase I underground drilling results up to September 27, 2009 and geological and resource modeling.
The resource evaluation was undertaken on the four separate zones, Austin, South Austin, McVeigh and 8 Zone that comprise the Madsen
Gold Mine. The National Instrument 43-101 Technical Report was filed on January 20, 2010.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page18




|Table 10: Consolidated Mineral Resource Statement (1) for the Madsen Mine, Ontario                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Resource 
Class                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                        
|Indicated                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                        
|Inferred                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                        
|(1)Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures have been rounded to reflect the relative accuracy of the estimates. Reported at a cut-off grade of 5.0 g/t gold based on U.S. $1,000 per troy ounce of gold and gold metallurgical recoveries of 94 percent.







Figure 10: Madsen Property Overview



In the second quarter of 2011, rehabilitation
of the 16th level was completed and the second drill chamber to support Phase II drilling was completed. The 8 Zone
Trend hosts the past-producing 8 Zone and is highly prospective for future high grade discoveries. The 16th level provides
the ideal drill platform to explore both at depth as well as the strike potential of this 8 Zone Trend.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page19




During 2011, Phase II underground drilling
completed 14,800 metres and 9 holes, targeting the 8 zone plunge and strike continuity as well as sub-parallel footwall structures.
Drill holes targeting the plunge continuity of the 8 Zone include MUG-11-12, 14 (14b) and 16. Drill hole 14b and drill hole 16,
the deepest hole ever completed on the Madsen property, intercepted silicified and visible gold-bearing, basalt and returned 8.06
grams of gold per tonne over 2.02 metres and 5.69 grams of gold per tonne over 2.14 metres, respectively. These intercepts extend
the 8 Zone system 250 metres down plunge from previous drilling to approximately 1,600 metres below surface. The system continues
to remain open down plunge and will be the target of future drilling.



Drill holes targeting the strike continuity
of the 8 Zone include MUG-11-10, 11, 13, 15, 17 and 19. Drill hole 13 and drill hole 17 intercepted silicified, biotite-altered
basalt and returned 15.70 grams of gold per tonne over 2.00 metres and 53.70 grams of gold per tonne over 0.70 metres, approximately
950 metres below surface. These intercepts are in the hanging-wall of the 8 Zone system and interpreted to correlate with and be
an extension of the McVeigh Tuff, located approximately 650 metres up-dip. The McVeigh Tuff hosts a current Indicated Resource
of 115,000 ounces at 9.59 grams of gold per tonne and has seen very limited drill testing below 350 metres. In addition to the
McVeigh mineralization, the 8 Zone structure is developed in all holes completed along strike and is characterized by anomalous
gold associated with biotite-altered, variably silicified basaltic and ultramafic lithologies.



|Table 11: Highlights from Phase II of
        the Madsen Underground 8 Zone
        Drill Program
|-------------------------------------------------------------------------------------------------
|Hole ID                                                                                          
|                                                                                                 
|MUG-11-13                                                                                        
|MUG-11-14                                                                                        
|MUG-11-14b                                                                                       
|MUG-11-16                                                                                        
|MUG-11-17                                                                                        
|and                                                                                              



| | * | Elevation presented as metres below surface. Composites calculated using a 3 grams per tonne Au
cut-off grade. Reported width is drilled length and interpreted to represent 75 - 85 percent of true width. Note, hole MUG-11-14
was lost with hole MUG-11-14b wedged off and completed.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Figure 11: Madsen Longitudinal Section



These latest results provide encouragement
for the Company’s 2012 program and continue to demonstrate that the 8 Zone is a high grade gold system that has strong vertical
continuity and remains open at depth and along strike to the northeast. Furthermore, the discovery of economic grades and widths
hosted within the depth continuity of the McVeigh Tuff opens up significant exploration potential.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page20




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 and or the Seabee minesite lab. The former laboratory is ISO approved. Core samples
were analyzed by a 30 gram gold fire assay with an atomic absorption and gravimetric and or screen fire finish.



2011 Mining Operations
Results



Seabee Gold Operation



During 2011, mining operations at the Seabee
Gold Operation produced feedstock from the Seabee Mine and from the Santoy 8 Mine, which achieved commercial production during
the first quarter of 2011. Additional details are provided in Table 12 below.



|Table 12: Seabee Gold Operation Gold Production Results (2011 versus 2010)
|--------------------------------------------------------------------------
|                                                                          
|Tonnes Milled – 2011                                                      
|Tonnes Milled – 2010 (1)                                                  
|Grade - 2011
        (grams of gold per tonne)                            
|Grade - 2010
        (grams of gold per tonne)                            
|Milled Ounces – 2011                                                      
|Milled Ounces – 2010 (1)                                                  
|Gold Recovery % - 2011                                                    
|Gold Recovery % - 2010                                                    
|Ounces Sold – 2011                                                        
|Ounces Sold – 2010 (2)                                                    
|Ounces Produced – 2011                                                    
|Ounces Produced – 2010 (1)                                                



(1)2010 statistics include
pre-production ounces produced and tonnes milled from Santoy 8.

(2)2010 statistics exclude
ounces sold from Santoy 8 as that project had not yet achieved commercial production.



For the year ended December 31, 2011, Claude
milled 257,181 tonnes at a grade of 5.68 grams of gold per tonne (2010 – 203,958 tonnes at 7.55 grams of gold per tonne).
Gold sales volume for the year ending December 31, 2011 increased one percent to 44,632 ounces from 44,003 during the year ended
December 31, 2010. For the year ended December 31, 2011, produced ounces were 44,756 (December 31, 2010 – 47,270), down five
percent year over year. Mill recoveries were relatively unchanged year over year. These results are attributable to increased throughput
from the lower grade Santoy 8 ore body due to development constraints at Seabee Deep.



|Table 13: Seabee Gold
    Operation Annual Production and Costs Statistics
|--------------------------------------------------------------------------
|                                                                          
|                                                                          
|                                                                          
|Tonnes Milled (1)                                                         
|Head Grade (grams per tonne)                                              
|Recovery (%)                                                              
|Gold Produced (ounces) (1)                                                
|Gold Sold (ounces)(2)                                                     
|Production Costs (CDN$ million)                                           
|Cash Cost per Ounce (CDN$/oz) (3)                                         
|Cash Cost per Ounce (US$/oz) (3)                                          



(1)2010 statistics include
pre-production ounces produced and tonnes milled from Santoy 8.

(2)2010 statistics exclude
ounces sold from Santoy 8 as that project had not yet achieved commercial production.

(3)For an explanation of non-IFRS
performance measures, refer to the “Non-IFRS Performance Measures” section of this MD&A.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page21






During 2011, Claude completed over 60,000
metres of underground drilling to sustain Mineral Reserves at the Seabee Gold Mine. At L62, the series of intercepts with above
average true widths and economic gold grades represent a near term opportunity to improve operating margins at the Seabee Operation
during 2012 and beyond due to their proximity to existing underground infrastructure. A thorough review of the Company’s
historical geological database and models is ongoing and has generated new targets that can be accessed economically within the
present mine infrastructure.



Claude also views the Santoy 8 Project
as a key driver in the expansion of the Seabee Gold Operation and in lowering unit operating costs and increasing production over
the life of mine plan. Forecast production from the Santoy 8 Mine is expected to gradually increase to 500 tonnes per day by 2013.
With the Santoy 8 Project achieving commercial production during 2011 and the addition of resource ounces from Santoy Gap in the
Company’s National Instrument 43-101 resource estimate, the Company is continuing to demonstrate its capacity to effectively
grow the Seabee Gold Operation from discovery, to development and then to production. During 2012 and beyond, Claude is well positioned
to execute on the expansion of its production profile and lowering unit costs over the next several years by maximizing gold output
from the near surface Santoy 8 deposit as well as increasing margins at the Seabee Mine via a shaft extension project.



Figure 12: Seabee Gold Operation Annual
Production and 2012 Forecast Production







Notes:



| | (1) | 2009 production includes ounces produced and tonnes milled from the Porky Lake bulk sample; and
| | --- | -----------------------------------------------------------------------------------------------

| | (2) | 2010 production includes ounces produced and tonnes milled from the Santoy 8 Project.
| | --- | -------------------------------------------------------------------------------------



At December 31, 2011, proven and probable
reserves in the Seabee Gold Operation were 2,059,000 tonnes, grading 5.37 grams per tonne or 355,600 ounces of gold. Compared to
December 31, 2010, this represents a five percent increase in reserve tonnage and one percent increase in reserve ounces. This
modest increase is attributable to L62 resource growth into the probable reserve classification offset by production activities.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page22




The Company’s mineral resources at
its Seabee Gold Operation included Measured and Indicated Mineral Resources of 70,600 ounces and Inferred Mineral Resources totalling
873,400 ounces. Compared to December 31, 2010, this represents a 206 percent increase in contained gold within the Company’s
mineral resources which is mainly attributable to inferred growth relating to further drilling and discovery at Seabee, Santoy
Gap and Santoy 8.



|Table
    14: Seabee Gold Operation Mineral Reserves and Mineral Resources
|--------------------------------------------------------------------------
|Proven and Probable Reserves                                              
|Projects                                                                  
|Tonnes                                                                    
|Seabee                                                                    
|Santoy 8                                                                  
|Totals                                                                    
|Measured and Indicated Mineral Resources                                  
|Projects                                                                  
|Seabee                                                                    
|Santoy 8                                                                  
|Porky Main                                                                
|Porky West                                                                
|Totals                                                                    
|Inferred Mineral Resources                                                
|Projects                                                                  
|Santoy Gap                                                                
|Seabee                                                                    
|Santoy 8                                                                  
|Porky Main                                                                
|Porky West                                                                
|Totals                                                                    



For the above table of reserves, the following
mining and economic factors have been applied:



| | · | Mineral reserves and mineral resources were estimated by Claude personnel and audited by SRK Consulting
(Canada) Inc. in 2011.
| | - | ------------------------------------------------------------------------------------------------------------------------------

| | · | Mineral reserves and mineral resources estimates have been completed in accordance with CIM Standards
and are reported in accordance with Canadian Securities Administrators’ National Instrument 43-101. Mineral resources are
exclusive of mineral reserves.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Seabee reserves and resources are estimated at a cut-off grade of 4.57 grams of gold per tonne
and Santoy 8 and Santoy Gap reserves and resources are estimated at a cut-off grade of 3.0 grams of gold per tonne.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Cut-off grades were calculated using a two year trailing price of Can. $1,400 per ounce of gold,
a U.S./CDN$ exchange rate of 1:1 and overall ore mining and processing costs based on actual historical operating costs.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | All figures are rounded to reflect the relative accuracy of the estimates. Totals may not represent
the sum of the parts due to rounding.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| | · | Mineral resources are not mineral reserves and do not have demonstrated economic viability.
| | - | -------------------------------------------------------------------------------------------

| | · | L62 mineral reserves and mineral resources are included in the Seabee totals.
| | - | -----------------------------------------------------------------------------



Claude is planning in excess of 56,000
metres of underground drilling to replace 2011 production and to replace Mineral Reserves and Mineral Resources at the Seabee Gold
Mine.



The Mineral Reserves and Mineral Resources
estimates are conducted under the direction of Qualified Persons Brian Skanderbeg, P.Geo., Vice President Exploration and Peter
Longo, P.Eng., Manager Capital Projects.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page23






Safety, Health and the Environment



Throughout 2011, the Company continued
with its stated goal of “Mission Zero” in matters related to Safety, Health and the Environment. Claude has expanded
its Safety, Training and Environmental Departments as well as retained leading external professionals to conduct regular external
reviews of its work practices, workplaces and Management Systems.



As part of Claude’s commitment towards
“Zero Injury” and “Zero Environmental Exceedence”, the Company established operational objectives of reducing
these incidents by 25 percent annually since 2008.



Management believes having success in these
critical areas will place Claude in a position to be recognized as a leader in matters related to Safety, Health and the Environment.



Financial
Results of Operations



On January 1, 2011, the Company adopted
International Financial Reporting Standards (“IFRS”) for Canadian publicly accountable enterprises and its financial
statements have been prepared using IFRS. Amounts relating to the year ended December 31, 2010 in this MD&A and the related
financial statements have been revised using IFRS for comparative purposes. Amounts for periods prior to January 1, 2010 are presented
in accordance with Canadian GAAP. All references to per share amounts pertain to diluted net earnings per share.



Financial



Highlights



|Table 15: Highlights of Consolidated Financial Results
|------------------------------------------------------
|                                                      
|Thousands of CDN$                                     
|(except per share amounts)                            
|                                                      
|Revenue                                               
|Profit (loss) from mining
    operations              
|Profit (loss) from continuing operations              
|Net profit (loss)                                     
|                                                      





Revenue



In the discussion below, gold revenues
for the comparable figures in 2010 and 2009, net of expenditures, from projects not yet in commercial production have not been
included in earnings; rather, these amounts have been offset against the carrying value of the assets.



Gold revenue from the Company’s Seabee
Gold Operation for the year ended December 31, 2011 increased 24 percent to $69.7 million from $56.0 million reported for the year
ended December 31, 2010.



Three-year trend



The increase in gold revenue in 2011 was
attributable to a 23 percent improvement in Canadian dollar gold prices realized (2011 - $1,561 (U.S. $1,578); 2010 - $1,273 (U.S.
$1,236); and 2009 $1,112 (U.S. $975)) offset by stable gold sales volume (2011 – 44,632 ounces; 2010 – 44,003 ounces;
2009 - 43,631).





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page24




Figure 13: Average Gold Price (London PM Fix – US$)







Net Profit



For the year ended December 31, 2011,
the Company recorded net profit of $9.5 million, or $0.06 per share. This compares to a net profit of $10.3 million, or $0.08
per share, in 2010. This decrease was attributable to an increase in the price of gold year over year offset by derivative
losses and increased production costs, general and administrative costs and a write-down of a non-core exploration property.



Three-year trend



The Company’s net profit trends
with changes in revenue, which has been significantly impacted by the price of gold and offset by increasing production costs
attributable to increasing labour and input costs.



Production
Costs



For the year ended December 31, 2011, mine
production costs of $40.5 million (2010 - $31.2 million) were 30 percent higher year over year. This increase was attributable
to increased spending on consumable supplies and labour.



Total Canadian
dollar cash cost per ounce of gold (1) for 2011 increased 28 percent to CDN $908
(U.S. $918) per ounce from CDN $709 (U.S. $688) during 2010. During 2011, cash operating cost per ounce was negatively impacted
by the 14 day shut down during the first quarter of 2011, increased throughput from the lower grade Santoy 8 ore body and development
constraints at Seabee Deep.



| | (1) | Denotes a non-IFRS performance measure. For an explanation of non-IFRS
performance measures, refer to the “Non-IFRS Performance Measures” section in this MD&A.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



Depreciation and Depletion



For the year ended December 31, 2011, depreciation
and depletion was $11.4 million, relatively unchanged from the comparable period of 2010. This result is attributable to a large
increase in the reserve base with Santoy 8 coming into commercial production in 2011 offset by an increase in tonnes milled year
over year.



General and
Administrative Expense



General and administrative expense in 2011
increased to $6.8 million, up 39 percent from the $4.9 million reported in 2010. This variance primarily relates to increased stock
compensation expense resulting from a human resource initiative to grant additional stock options in order to improve recruitment
and retention of front line supervisors.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page25




Finance Expense



Finance expense includes interest, accretion
expense and derivative losses. For the year ended December 31, 2011, Finance expense of $3.1 million was $1.5 million greater than
the $1.6 million of Finance expense reported for the year ended December 31, 2010. This result was attributable to the Company
settling certain out of the money derivative instruments during the third quarter of 2011.



Finance and Other Income



For the year ended December 31, 2011, finance
and other income of $0.5 million was relatively unchanged year over year.



Write-down
of Exploration Property



Write-down of exploration property of $0.9
million for the year ended December 31, 2011 related to the Company’s write-down of certain non-core assets. A similar write-down
did not occur for the year ended December 31, 2010.



(Gain) on Sale
of Exploration Property



Gain on sale of exploration property of
$1.1 million related to the Company’s sale of its 46 percent minority interest in the Nokomis property to Auriga Gold. A
similar transaction did not occur in the year ended December 31, 2010.



Deferred Income
Tax Expense (Recovery)



During the 2010 year $3.1 million
of other comprehensive income was recognized resulting in a deferred tax liability of $0.4 million.  Deferred tax assets were
available to off-set this deferred tax liability and the deferred tax recovery was recorded through the income statement.



At December 31, 2011 it was determined
that the company had sufficient support for the recognition of its deferred tax asset.  IFRS accounting requires that deferred
tax recoveries or expense must follow the presentation of the items that gave rise to the deferred tax asset or liability. 
As a result a net deferred tax expense of $0.4 million was recorded through income in the current year.



Profit from
Discontinued Operation



During 2010, the Company sold its remaining
oil and natural gas assets. As such, there were no results or cash flows from operations for the year ended December 31, 2011.



Liquidity and
Financial Resources



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 upgrading of the mining fleet and mine infrastructure.



The Company had cash and cash equivalents
of $2.5 million and short-term investments of $33.2 million at December 31, 2011 (December 31, 2010 - $10.8 million, including
$4.4 million of Restricted cash). The Company monitors its positions with, and the credit quality of, the financial institutions
and government instruments in which it invests its excess cash and cash equivalents. Other than balances maintained in various
bank operating accounts, the Company’s investment policy limits investments to government-backed financial instruments, bank
certificates of deposit and bankers acceptances.



At December 31, 2011, the Company had working
capital of $42.4 million (December 31, 2010 - $4.3 million). Included in the working capital calculation at December 31, 2011 are
demand loans of $0.9 million; these loans have been classified as current liabilities due to their demand feature. Included in
the working capital calculation at December 31, 2010 are demand loans of $2.5 million (due to their demand feature) and the Company’s
debenture of $9.3 million (due to the Company’s offer to prepay outstanding debentures during the fourth quarter of 2010).
The increase in working capital was attributable to: the closing of the equity issue in the second quarter, a decrease in demand
loans attributable to the regular repayment of the loans and the reclassification of non-redeemed debentures from current to long-term
loans and borrowings.



|Table 16: Working Capital and Current Ratios
|--------------------------------------------
|In thousands of CDN dollars                 
|                                            
|                                            
|                                            
|Current assets                              
|Current liabilities                         
|Working capital                             
|Current ratio                               
|                                            

EBITDA(1) for the year
ended December 31, 2011 was $22.7 million (December 31, 2010 - $19.7 million).



| | (1) | Denotes a non-IFRS Performance Measure. For an explanation of non-IFRS performance measures, refer
to the “Non-IFRS Performance Measures” section in this MD&A.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



Investing



Mineral property expenditures during the
year were $51.2 million, a $16.3 million increase from 2010. Expenditures during 2011 were comprised of Seabee Mine and Shaft development
of $20.8 million, exploration costs (focusing on the Santoy Gap, Seabee North, Amisk and Madsen exploration projects)
of $13.6 million and property, plant and equipment additions of $16.8 million. Property, plant and equipment additions include
mining equipment, camp infrastructure and tailings management facility expansion.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page26






Financing



Financing activities during 2011 included
the issuance of 20,000,000 common shares of the Company at a price of $2.50 per share; in addition, the underwriters of the offering
exercised their overallotment option in respect of an additional 3,000,000 common shares at a price of $2.50 per common share.
The aggregate gross proceeds raised under the offering were $57.5 million. Financing activities also included the issuance of 235,614
common shares (2010 – 430,395) and 648,667 common shares (2010 – 422,414) pursuant to the Company’s Employee
Share Purchase Plan and the Company’s Stock Option Plan, respectively. An additional 1,577,000 common share purchase warrants
expiring on November 16, 2012 were exercised. In addition, 116,300 of the warrants expiring on May 22, 2013 were exercised. Finally,
139,321 common share purchase warrants expiring on April 9, 2011 were exercised.



During the year, the Company repaid $1.6
million of its demand loans outstanding. The proceeds and repayments of capital lease obligations relate primarily to production
equipment.



Capital Structure



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



The Capital structure of the Company is
as follows:





|Table 17: Schedule of Capital Structure of the Company |             
|------------------------------------------------------ | ------------
|Capital Structure                                      |             
|                                                       | Interest    
|                                                       |             
|Demand loan # 1                                        | Prime + 1.50
|Demand loan # 2                                        | 4.575       
|Demand loan # 3                                        | 5.99        
|Debenture                                              | 12.00       
|Total debt                                             |             
|                                                       |             
|Shareholders’ equity                                   |             
|                                                       |             
|Debt to
    equity ratio                               |             





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.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page27




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



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



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



At December 31, 2011, the Company did not
have any derivative instruments outstanding. At December 31, 2010, the Company had outstanding derivative instruments in the form
of forward gold sales relating to 2011 production totaling 4,500 ounces. These contracts were settled in February 2011, resulting
in a gain of $0.1 million.



The Company’s main interest rate
risk arises from interest earning cash deposits that expose the Company to interest rate risk. No hedging programs were implemented
by the Company to manage interest rate risk during the quarter. The Company invests its cash and cash equivalents and short term
investments with the Government of Canada and major banks according to its investment policy.



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
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.



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 a 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, 2011 are summarized as follows:





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page28




|Table 18: Schedule of Payments / Commitments due by Period
|----------------------------------------------------------
|(in thousands of Canadian dollars)                        
|                                                          
|                                                          
|Contractual Obligation                                    
|                                                          
|Demand loans (1)                                          
|Interest on demand loans (1)                              
|Debenture                                                 
|Debenture interest                                        
|Capital lease obligations                                 
|Interest on capital leases                                
|Office lease                                              
|                                                          



| | (1) | The Company has one demand loan outstanding with an outstanding balance of $0.9 million. The entire
balance of this loan has been listed as due within one year due to the demand feature of this loan.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Funds are available from the Restricted promissory notes, and interest thereon, to pay the Royalty
payment and Royalty obligations.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



Statements
of Financial Position



|Table 19: Highlights from Statements of Financial Position
|----------------------------------------------------------
|                                                          
|                                                          
|                                                          
|                                                          
|Total assets                                              
|Long-term financial liabilities                           



The Company’s total assets were
$207.9 million at December 31, 2011, compared to $136.4 million at December 31, 2010. The $71.5 million net increase was
comprised primarily of increases of: $24.9 million in cash and cash equivalents and short-term investments, attributable to
the financing completed during the second quarter; $4.1 million in Inventories; $43.3 million in Mineral properties
attributable to Seabee Mine development and Shaft extension, exploration costs (focusing on the Santoy Gap, Seabee North,
Amisk and Madsen exploration projects) and additions to property, plant and equipment; and a $1.0 million
increase in deferred tax asset. These increases were offset by a decrease of $1.5 million in Investments due to a reduction
in fair value of certain of the Company’s available-for-sale securities. In 2011 and 2010, total asset and long-term
financial liability balances decreased due to the net presentation of the Company’s restricted promissory notes and
royalty obligations (which were reported on a gross basis under the Company’s previous GAAP).



Total liabilities were $35.0 million
at December 31, 2011, up $4.7 million from December 31, 2010. This result was attributable to: $1.0 million increase in
accounts payable and accrued liabilities, attributable to the timing of payments associated with the Company’s annual
winter road for the Seabee Gold Operation; a $10.3 million increase in long-term loans and borrowings attributable to the
Company’s debentures being re-classed from current to long-term (due to the expiry of the Company’s offer to
prepay debentures outstanding during the first quarter of 2011); and a $4.9 million increase in Decommissioning and
reclamation attributable to revisions to the Company’s Seabee and Madsen decommissioning and reclamation plans. These
increases were offset by: a decrease of $1.6 million in Demand loans, attributable to the normal repayment of the loans; a
$10.4 million decrease in current loans and borrowings due to the Company’s re-class of outstanding debentures from
current to long-term noted above, and a decrease of $1.1 million in the Company’s net royalty obligation, attributable
to the timing and receipt of interest and royalty payments.



Shareholders’ equity increased by
$66.8 million to $172.9 million at the end of 2011, from $106.1 million at December 31, 2010. This variance is attributable to
an increase in Share capital of $57.8 million due to the equity financing completed during the second quarter and the exercise
of stock options and warrants, an increase of $1.7 million to contributed surplus, a $9.5 million decrease to Accumulated deficit;
and a $2.1 million decrease to Accumulated other comprehensive income.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page29




Comprehensive income consists of net income,
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. During the year ended December 31, 2011, other comprehensive income
decreased to $0.6 million (December 31, 2010 – $2.8 million) due to mark to market losses relating to certain of the Company’s
available-for-sale investments.



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 2011 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 $0.4 million, or $0.00 per share. For a $0.01 movement
in the US$/CDN$ exchange rate, earnings and cash flow will have a corresponding movement of $0.7 million, or 0.00$ per share.



Selected
Quarterly Financial Data



For the quarter ended December 31, 2011,
the Company recorded a net loss of $0.2 million, or $0.00 per share, compared to a net profit of $4.1 million, or $0.03 per share,
for the comparable period in 2010. For the three months ended December 31, 2011, EBITDA (1) was $4.2 million, or $0.03
per share, compared to $6.7 million, or $0.05 per share, for the comparable period last year.



| | (1) | Denotes a non-IFRS Performance Measure. For an explanation of non-IFRS performance measures, refer
to the “Non-IFRS Performance Measures” section in this MD&A.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



Gold revenue generated during the fourth
quarter was $19.9 million, a 34 percent increase over the $14.9 million reported for the same period in 2010. This was a result
of increased gold sales volume compared to 2010 (Q4 2011 – 11,855 ounces; Q4 2010 – 10,844 ounces) and improved Canadian
dollar gold prices realized Q4 2011 - $1,678 (U.S. $1,641); Q4 2010 - $1,378 (U.S. $1,361).



For the three months ended December 31,
2011, total mine operating costs were $13.4 million, up $6.9 million period over period. This variance is attributable to increases
in manpower, salaries, maintenance and supplies and resulted in the 89 percent increase in Canadian dollar cash operating cost
per ounce: Q4 2011 – CDN $1,130 (U.S. $1,105); Q4 2010 – CDN $597 (U.S. $589).



During the fourth quarter of 2011, depreciation,
depletion and accretion of the Company’s gold assets of $3.9 million represented a 56 percent increase compared to the $2.5
million reported during the comparable period in 2010. These results are attributable to a greater number of tonnes being milled
during the quarter, period over period.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page30




|Table 20: Summary financial and operating data for the Company’s last eight quarters
|------------------------------------------------------------------------------------
|                                                                                    
|                                                                                    
|                                                                                    
|                                                                                    
|Gold sales ($ millions)                                                             
|Net profit (loss) ($ millions)                                                      
|Net profit (loss) per share (1)                                                     
|Average realized gold price (CDN$ per ounce)                                        
|Average realized gold price (US$ per ounce)                                         
|Ounces sold (2)                                                                     
|Tonnes milled (3)                                                                   
|Ounces produced (3)                                                                 
|Grade processed (grams per tonne)                                                   
|Cash cost per ounce (4) (CDN$ per ounce)                                            
|Cash cost per ounce (4) (US$ per ounce)                                             
|EBITDA (4)($ millions)                                                              
|EBITDA (4) per share (basic)                                                        
|                                                                                    
|Weighted average shares outstanding (basic)                                         
|                                                                                    
|CDN$/US$ Exchange                                                                   



(1) Basic and diluted, calculated based on the number
of shares issued and outstanding during the quarter.

(2) Statistics in 2010 exclude
ounces sold from the Santoy 8 Project, which was not yet in commercial production.

(3)Includes
ounces produced and tonnes milled from the Santoy 8 Project in 2010.

(4)For an explanation of non-IFRS
performance measures, refer to the “Non-IFRS Performance Measures” section in this MD&A.



The financial results for the last eight
quarters reflect the following general trends: improved average realized gold price (which has improved gold revenue, net profit
(loss) and EBITDA); lower grade attributable to more feedstock from the Santoy 8 ore body; and increasing cash cost per ounce.
Results of the first quarter of 2011 and the first quarter of 2010 were impacted by interruptions to operations as a result of
required major maintenance to the Company’s mining fleet and Mill facilities.



Outlook



For 2012, and looking forward, the Company
will continue to:



| | i) | Pursue best practices in the areas of safety, health and the environment;
| | -- | -------------------------------------------------------------------------

| | ii) | Increase production and improve operating margins at the Seabee Gold Operation by investing in
capital projects and equipment to further develop satellite deposits;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii) | Sustain or increase reserves and resources at the Seabee Gold Operation through further exploration
and development;
| | ---- | --------------------------------------------------------------------------------------------------------------------

| | iv) | Advance surface and underground exploration drill programs at the Company's 100 percent owned Madsen
Exploration Project with continuation of Phase II of underground drilling from the 16th level drill platform; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | v) | Expand the scope of the Amisk Gold Project, and complete a preliminary economic assessment.
| | -- | -------------------------------------------------------------------------------------------



For 2012, forecast gold production at the
Seabee Operation is estimated to range from 50,000 to 52,000 ounces of gold. Unit costs for 2012 are estimated to be similar to
2011.



Capital expenditures are expected to increase
significantly with continued investment at Madsen and expected upgrades at the Seabee Gold Operation, including the extension of
the Seabee Shaft.



As a follow-up to the Company’s 2011
exploration programs, Claude has budgeted approximately $15.5 million to support the continuation of its extensive exploration
programs at the Seabee, Amisk and Madsen Properties during 2012. Continued success from the Company’s exploration programs
should serve to:



| | · | further extend the mine life at Seabee;
| | - | ---------------------------------------

| | · | potentially improve the project economics at the Company’s Amisk and Madsen Projects; and
| | - | -----------------------------------------------------------------------------------------

| | · | further increase the Company’s total resource base.
| | - | ---------------------------------------------------





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page31




During the first half of each year,
the Company’s cash outflow is significant because of the Seabee Gold Operation’s annual winter ice road resupply
which includes restocking diesel, propane and other large consumables as well as the continued upgrading of the mining fleet
and mine infrastructure. At current gold prices and forecast production, Management believes operating cash flows will be
sufficient to fund the continued exploration at the Seabee, Amisk and Madsen Properties over the next 12 months. In May 2013,
the Company’s debenture matures at which point it is expected that operating cash flows combined with a debt or equity
financing, should market conditions warrant, will provide sufficient funding for 2013.



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.



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.



Future
Accounting Pronouncements



Certain new accounting standards and interpretations
have been published that are not mandatory for the December 31, 2011 reporting period:



| | · | IFRS 9, Financial Instruments: effective for accounting periods commencing on or after January
1, 2015. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | IFRS 10, Consolidated Financial Statements, was issued by the IASB in May 2011 and is effective
for annual periods beginning on or after January 1, 2013 with early adoption permitted. The Company does not expect the adoption
of this standard to have a material impact on its financial statements.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page32




| | · | IFRS 11, Joint Arrangements, was issued by the IASB in May 2011 and is effective for annual
periods beginning on or after January 1, 2013 with early adoption permitted. The extent of the impact of adoption of IFRS 11 has
not yet been determined by the Company.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | IFRS 12, Disclosure of Interests in Other Entities, was issued by the IASB in May 2011 and
is effective for the Company beginning on January 1, 2013. It is expected that IFRS 12 will increase the current level of disclosure
related to the Company’s interests in other entities upon adoption.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In May 2011, the IASB published IFRS 13, Fair Value Measurement, which is effective prospectively
for annual periods beginning on or after January 1, 2013. The extent of the impact of adoption of IFRS 13 has not yet been determined.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In June 2011, the IASB issued IAS 1, Presentation of Items of OCI: Amendments to IAS 1 Presentation
of Financial Statements. Amendments to IAS 1 are effective for the Company beginning on January 1, 2012 with retrospective
application and early adoption permitted. The Company does not expect the adoption of the amendments to this standard to have a
material impact on its financial statements.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In May 2011, the IASB issued amendments to IAS 28, Investments in Associates and Joint Ventures,
which are effective for annual periods beginning on or after January 1, 2013 with early adoption permitted. The Company does not
expect the amendments to IAS 28 to have a material impact on the financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In December 2011, the IASB published Offsetting Financial Assets and Financial Liabilities
and issued new disclosure requirements in IFRS 7, Financial Instruments: Disclosures. The amendments to IAS 32 clarify that
if 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. The amendments to IFRS 7 contain new disclosure requirements for financial assets and liabilities that are offset
in the statement of financial position, or subject to master netting arrangements or similar arrangements. The effective date for
the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The effective date for the amendments to IFRS
7 is annual periods beginning on or after January 1, 2013. These amendments are to be applied retrospectively. The Company does
not expect the amendments to have a material impact on the financial statements.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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.



Inherent Exploration
and Mining 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 Gold 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;
precious 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 Mine,
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
which it cannot insure against or which it may elect not to insure against.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page33




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, importing and exporting of minerals and environmental protection.



Gold Price
Volatility



The economics of developing gold properties
is affected by many factors, including the cost of operations, variations in the grade of ore mined and the price of gold. 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, 2011, the market price for gold ranged from a low of
U.S. $1,319 to a high of U.S. $1,895, with an average price of U.S. $1,572.



Any significant drop in the price of gold
adversely impacts Claude’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 continue the Company’s exploration
activities, or if applicable, begin development of its properties, commence commercial production or continuation of commercial
production.



Foreign Exchange
Risk



The price of gold is denominated in U.S.
dollars and, accordingly, Claude’s revenue from operations are denominated and received in U.S. dollars. As a result, fluctuations
in the U.S. dollar against the Canadian dollar could result in unanticipated changes in the Company’s financial results,
which are reported in Canadian dollars. During the year ended December 31, 2011, CDN$/US$ exchange rate ranged from a low of $0.9558
to a high of $1.0257, with an average of $0.9893.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page34




Access to Funding



Claude’s ability to continue or expand
its production, exploration and development activities depends in part on its ability to generate revenue from its operations and
/ or to obtain financing through joint ventures, debt financing, equity financing, 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 in its properties. In addition,
management estimates that approximately $18.0 million is the minimum annual expenditure required to fulfill the Company’s
intended exploration and dewatering programs in 2012.



At current gold prices and forecast
production, Management believes operating cash flows will be sufficient to fund the continued exploration on the Seabee,
Amisk and Madsen Properties over the next 12 months. In May 2013, the Company’s debenture matures at which point it is
expected that operating cash flows combined with a debt or equity financing, should market conditions warrant, will provide
sufficient funding for 2013.



Unfavourable
Government Regulatory Changes



Claude’s exploration activities and
mining operations are affected to varying degrees by government regulations that relate to mining operations, the acquisition of
land, pollution control, 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 conditions set out in any permit or failure to comply with 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
provincial laws 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 also be affected by government
regulations with respect to price controls, export controls, foreign exchange controls, income taxes, expropriation of property,
environmental legislation and mine safety.



Aboriginal
rights, Title Claims and Duty to Consult



Exploration, development and mining activities
at the Company’s Saskatchewan and Ontario 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 Gold Operation’s Central Milling
Facility until approximately 2016. The Company is currently in the process of planning TMF capacity beyond 2016. This will support
the extension of Seabee’s mine life and provide additional tailings capacity to process ore from other potential sources
such as Santoy 8 and Santoy Gap. If the Company does not receive regulatory approval for new or expanded tailings facilities, gold
production could be constrained.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page35




Safety, Health
and Environmental Risk



Safety, health and environmental legislation
affects nearly all aspect 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. In some cases,
the Company may be 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 environment regulation. For
example, emissions standards are poised to become increasingly stringent as are laws relating to the use and production of regulated
chemical substances. 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



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 and Madsen properties. These plans are reviewed, as necessary,
or at the time of an amendment or renewal of an operating license. 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.



Ore Reserves
and Ore Grade Estimates



Claude has assessed its Mineral Reserves
and Mineral Resources, and while the Company believes that the calculation methods used are appropriate, such calculations are
estimates. As well, 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. The indicated level for the recovery of gold or other minerals
may not be realized. Market price fluctuations of commodities may render reserves and deposits containing relatively lower grades
of mineralization uneconomic. Moreover, short-term operating factors related to the 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.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page36




Personnel Risk



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-time 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.



Shareholder
Dilution



As of December 31, 2011, there were directors’,
officers’ and key employees’ stock options outstanding to purchase 5,484,250 common shares and 2,716,200 share purchase warrants.
These options and warrants, if fully exercised, would constitute approximately 4.7 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



Claude’s business is intensely competitive.
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 that can be developed and produced economically. There is also
competition for the technical expertise to find, develop and produce such properties, the labour to operate them and the capital
to finance their development.



If the Company is unable to compete with
other mining companies for these mineral deposits, it could have a material adverse effect on Claude’s results of operations
and business.



Extreme and
Persistent Weather Conditions



The Company’s mining and exploration
properties are all located in the northern portions of Saskatchewan and Ontario. 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



Acquisition of title to mineral properties
is a very detailed and time-consuming process. Claude 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 Amisk and Madsen properties, Claude has searched title records for any and all encumbrances.
For the Seabee properties, the Company has examined property search abstracts from Saskatchewan Energy and Resources 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.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page37




Insurance



In the course of exploration, development
and production of mineral properties, certain risks may occur, in particular, unexpected or unusual operating conditions such as
rock bursts, cave-ins, fire, flooding and earthquakes. It is not always possible to fully insure against such risks and Claude
may decide not to insure 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 Company.



Flow-Through
Securities



Flow-through securities are securities
of the Company which meet certain criteria and qualify for flow-through tax treatment for the purposes of the Income Tax Act
(Canada) (“ITA”). Qualification as a “flow-through share” enables the Company to renounce certain eligible
resource expenditures incurred by the Company for the benefit of any investor who is a Canadian taxpayer. Once issued, the shares
are common shares of the Company and are not differentiated from shares which were not flow-through shares.



Under the ITA, companies are permitted
to issue flow-through shares pursuant to a written agreement under which the issuer agrees to incur certain eligible Canadian exploration
expenses within the time frame specified in the agreement (generally 12 to 24 months) and to flow-through or “renounce”
the related tax deduction to the investor. The proceeds from the issuance of flow-through shares must be expended on “qualifying
expenditures,” which are related to mineral exploration in Canada.



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 U.S. governmental and self-regulating organizations, including the Canadian
Securities Administrators, the Toronto Stock Exchange, the U.S. Securities and Exchange Commission, the NYSE Amex 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.



Canadian
Jurisdiction of 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 U.S. investors to affect service of process in the
U.S. upon the Company’s directors or officers or to realize in the U.S. upon judgments of U.S. courts predicated upon civil
liabilities under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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



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.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page38




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 and an attestation
report by the Company’s independent auditors addressing the effectiveness of the Company’s internal control over financial
reporting.



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



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



Litigation



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



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. 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.



Outstanding
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, 2011, there were 164,630,231 common shares outstanding. This compares to 138,913,329 common shares outstanding at December
31, 2010.



During 2011, the Company issued 235,614
and 648,667 common shares pursuant to the Company’s Employee Share Purchase Plan and the Company’s Stock Option plan,
respectively. An additional 1,832,621 common share purchase warrants were exercised. Finally, an additional 23,000,000 common shares
were issued upon the completion of a private placement.



Subsequent to December 31, 2011, the Company
issued 378,676 common shares pursuant to the Company’s Employee Share Purchase Plan and the Company’s Stock Option
plan. An additional 8,701,255 shares were issued as consideration for Claude’s acquisition of St. Eugene. At March 30, 2012,
there were 173,710,162 common shares of the Company issued and outstanding.



Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page39




Outstanding
Stock Options and Warrants



At December 31, 2011, there were 5.5 million
director, officer and key employee stock options outstanding with exercise prices ranging from $0.50 to $2.38 per share. This compares
to 3.9 million director, officer and key employee stock options outstanding at December 31, 2010 with exercise prices ranging from
$0.50 to $2.10 per share. This increase was mainly attributable to issuances to operations personnel, a human resources initiative
to improve employee recruitment and retention.



|Table 21: Schedule of Outstanding Stock Options and Weighted Average Exercise Price
|-----------------------------------------------------------------------------------
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   



For options outstanding at December 31, 2011, the range of exercise
prices, the number vested, the weighted average exercise price and the weighted average remaining contractual life are as follows:



|Table 22: Schedule of Outstanding Stock Options by Price Range
|--------------------------------------------------------------
|                                                              
|Option Price Per Share                                        
|$0.50 - $0.99                                                 
|$1.00 - $1.50                                                 
|$1.51 - $2.00                                                 
|$2.01 - $2.38                                                 
|                                                              



At December 31, 2011, there were 2.7 million
common share purchase warrants outstanding. Each common share purchase warrant entitles the holder to acquire one common share
of the Company at prices determined at the time of issue. The range of exercise prices and dates of expiration of the warrants
outstanding are as follows:



|Table 23: Schedule of Warrants Outstanding
|------------------------------------------
|                                          
|Exercise                                  
|                                          
|                                          
|$ 1.60                                    
|$ 0.83                                    
|$ 0.90                                    
|$ 1.75                                    
|                                          



Non-IFRS
Performance Measures



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





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page40




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 24: Calculation of Cash Flow from Operations before
        Net Changes in Non-Cash
        Operating Working Capital
|---------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|Cash flows from operating activities                                                                                       
|Net profit                                                                                                                 
|Adjustments for non-cash items:                                                                                            
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|Total Cash Flow from Operations before Net Changes in Non-Cash Operating Working Capital                                   
|Weighted Average shares outstanding (basic)                                                                                
|Weighted Average shares outstanding (diluted)                                                                              
|Per share cash flows from operating activities
        (basic and diluted)                                                 













Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page41






Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA)



The Company uses EBITDA as a
supplemental financial measure of its operational performance. Management believes EBITDA to be an important measure of its
capacity to generate cash flow from operations as it excludes the effects of items which primarily reflect the impact of
long-term investment decisions and finance strategies, rather than the performance of the Company’s day-to-day
operations. The Company measures EBITDA as net profit from continuing operations, plus income taxes,
interest expense, and depreciation and depletion.



The Company believes that this measurement
is useful in measuring the Company’s ability to service debt, meet other payment obligations and as a valuation measurement.
The following table provides a reconciliation of the Company’s calculation of EBITDA:



|Table 25: EBITDA Calculation                 
|---------------------------------------------
|For the years ended                          
|                                             
|                                             
|Net profit from continuing operations        
|Deferred income tax expense (recovery)       
|Interest and other (1)                       
|Depreciation and depletion                   
|EBITDA                                       
|Weighted Average shares outstanding (basic)  
|Weighted Average shares outstanding (diluted)
|EBITDA per share (basic)                     
|EBITDA per share (diluted)                   



(1) Interest and other is the sum of “Finance expense”
and “Finance and other income”.







|Table 26: EBITDA Calculation                 
|---------------------------------------------
|For the three months ended                   
|                                             
|                                             
|Net profit from continuing operations        
|Deferred income tax expense (recovery)       
|Interest and other (1)                       
|Depreciation and depletion                   
|EBITDA                                       
|Weighted Average shares outstanding (basic)  
|Weighted Average shares outstanding (diluted)
|EBITDA per share (basic and diluted)         



(1) Interest and other is the sum of “Finance expense”
and “Finance and other income”.



As compared to profit (loss) according to IFRS, EBITDA is limited in that it does not reflect the periodic
costs of certain capitalized assets used in generating revenues, income taxes, gain on sale of long-term investments or interest
and other. Management evaluates such items through other financial measures such as capital expenditures and cash flow provided
by operating activities.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page42




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 Gold Institute standards.



|Table 27: Total Cash Cost per Gold Ounce Sold
|---------------------------------------------
|                                             
|                                             
|                                             
|Production cost (CDN$)                       
|Divided by ounces sold (1)                   
|Total cash cost per ounce (CDN$)             
|                                             
|CDN$ Exchange Rate                           
|Total cash cost per ounce (US$)              



| | (1) | 2010 statistics exclude ounces sold from Santoy 8 as that project had not yet been declared in
commercial production.
| | --- | ---------------------------------------------------------------------------------------------------------------------



Net Cash Margin



The Company uses net cash margin, which
represents realized price per ounce less net cash costs per ounce. This measure is used by Management to analyze profitability
trends and to assess the cash-generating capability from the sale of gold on a consolidated basis in each reporting period, expressed
on a unit basis. Management believes that this measurement illustrates the performance of the Company’s business on a consolidated
basis and enables investors to better understand Claude’s performance in comparison to other gold producers who present results
on a similar basis and is an important indicator of expected performance in future periods.



The Company’s net cash margin is
intended to provide additional information, does not have any standardized meaning prescribed by IFRS and should not be considered
in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative
of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate net cash margin differently.
This non-IFRS measure is calculated from realized gold price per ounce and total cash costs per ounce, as determined in the net
cash cost reconciliation. Net cash margin could also be derived from realized price per ounce and net cash costs per ounce.



Disclosure
Controls and Internal Controls over Financial Reporting



As at December 31, 2011, 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 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.



Management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting, 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 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation, the President and Chief Executive Officer and the Chief Financial Officer
concluded that internal control over financial reporting is effective as at December 31, 2011.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page43




The Company’s independent
auditor, KPMG LLP, has issued an audit report stating that the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2011 based on the criteria established in Internal Control
– Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”).



We have assessed the impact of the IFRS
transition on our internal control over financial reporting and on our disclosure controls and procedures. Changes in accounting
policies or business processes may require additional controls or procedures to ensure the integrity of our financial disclosures.
The transition to IFRS has not required any changes in our internal controls over financial reporting or our disclosure controls
and procedures that have materially affected them or are reasonably likely to materially affect them.



No significant changes were made in our
internal controls over financial reporting during the year ended December 31, 2011 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.



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 quarterly 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, as filed with the SEC under the Exchange Act, which may be obtained
from the Company (without cost) or from the SEC’s Web site: http://sec.gov/edgar.shtml.



Caution
Regarding Forward-Looking Information



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





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page44




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 30, 2012 and, accordingly, are subject to change after such date. Except
as otherwise indicated by Claude, these statements do not reflect the potential impact of any non-recurring or other special items
that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s
current expectations and plans and allowing investors and others to get a better understanding of our operating environment.



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



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



Additional
Information



Additional information related to the
Company, including its Annual Information Form (Form 40-F in the U.S.), is available on Canadian (www.sedar.com) and U.S.
(www.sec.gov) securities regulatory authorities’ websites. Certain documents are also available on the Company’s
website at www.clauderesources.com.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page45




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)



EBITDA = earnings (net profit or
loss) before interest, taxes, depreciation and amortization



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.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page46




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).



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.



Dore – the final saleable
product from a gold mine.



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



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



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.



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



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



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



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



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





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page47




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



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



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.



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



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.





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page48






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.



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.



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



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



Showing - surface occurrence of
mineral.



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



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



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





Claude Resources Inc.


2011 Annual Managements Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted)Page49




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).



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



Tonne – a metric ton or 2,204
pounds.



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



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



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



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





Claude Resources Inc.