EXHIBIT
99.1


























Claude
Resources Inc.








Annual
Information Form








March
27, 2009




















Table
of Contents




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


Annual
Information Form - March 27, 2009





Page


Statement
      Regarding Forward-Looking Information
              4Glossary
      of Terms
              5Item
      1:    Corporate Structure1.1
      Name, Address and Incorporation
              121.2
      Subsidiary Corporations
              12Item
      2:    General Development of the
    Business2.1 Recent
      History
              12Item
      3:    Description of the Company’s
      Business3.1 General
              143.2 Risk
      Factors
              153.3 Mineral
      Properties
              203.4 Statement
      of Reserves Data and Other Oil and Natural Gas Information
              44Item
      4:    Dividends4.1
      Dividends
              56Item
      5:    Description of Capital Structure5.1 General
      Description of Capital Structure
              56Item
      6:     Market for Securities6.1 Trading
      Price and Volume
              56Item
      7:    Directors and Officers7.1  Name,
      Occupation and Security Holdings
              57Item
      8:    Transfer Agent and Registrar8.1 Transfer
      Agent and Registrar
              59Item
      9:     Material Contracts9.1  Material
      Contracts
              59Item
      10:   Interests of Experts10.1  Names
      of Experts
              5910.2  Interests
      of Experts
              59Item
      11:   Audit Committee11.1  Audit
      Committee Charter
              5911.2  Composition
      of Audit Committee
              5911.3  Relevant
      Education and Experience
              6011.4  Pre-Approval
      Policies and Procedures
              6011.5  External
      Audit Service Fees
              61Item
      12:   Additional Information
              61













APPENDIX
A       Report on Reserves Data by
Independent Qualified Reserves Evaluator


APPENDIX
B        Report of Management and
Directors on Reserves Data and Other Information


APPENDIX
C        Audit Committee
Disclosure











STATEMENT
REGARDING FORWARD-LOOKING INFORMATION





This
Annual Information Form contains certain forward-looking statements relating but
not limited to the Company’s expectations, intentions, plans and
beliefs.  Forward-looking information can often be identified by
forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”,
“intent”, “estimate”, “may” and “will” or similar words suggesting future
outcomes, or other expectations, beliefs, plans, objectives, assumptions,
intentions or statements about future events or
performance.  Forward-looking information may include reserve and
resource estimates, estimates of future production, unit costs, costs of capital
projects and timing of commencement of operations, and is based on current
expectations that involve a number of business risks and
uncertainties.  Factors that could cause actual results to differ
materially from any forward-looking statement include, but are not limited to,
failure to establish estimated resources and reserves, the grade and recovery of
ore which is mined varying from estimates, capital and operating costs varying
significantly from estimates, delays in obtaining or failure to obtain required
governmental, environmental or other project approvals, inflation, changes in
exchange rates, fluctuations in commodity prices, delays in the development of
projects and other factors.  Forward-looking statements are subject to
risks, uncertainties and other factors that could cause actual results to differ
materially from expected results.





Potential
shareholders and prospective investors should be aware that these statements are
subject to known and unknown risks, uncertainties and other factors that could
cause actual results to differ materially from those suggested by the
forward-looking statements.  Shareholders are cautioned not to place
undue reliance on forward-looking information.  By its nature,
forward-looking information involves numerous assumptions, inherent risks and
uncertainties, both general and specific, that contribute to the possibility
that the predictions, forecasts, projections and various future events will not
occur.  Claude undertakes no obligation to update publicly or
otherwise revise any forward-looking information whether as a result of new
information, future events or other such factors which affect this information,
except as required by law.





METRIC
EQUIVALENTS





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





To
      Convert from Metric
              To
      Imperial
              Multiply
      byHectares
              Acres
              2.471Metres
              Feet
      (ft.)
              3.281Kilometres
      (km)
              Miles
              0.621Tonnes
              Tons
      (2000 pounds)
              1.102Grams
              Troy
      Ounces
              0.032









Claude
      Resources Inc. – 2008 Annual Information
      Form
            4







GLOSSARY OF
TERMS








ARTC -Alberta Royalty Tax
Credit.





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





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





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





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





Autoclave -a high pressure
and temperature vessel for oxidizing refractory ore.  Ore or
concentrate is fed into the strong vessel and placed under high pressure and
temperature conditions with elevated oxygen levels to liberate the gold or base
metals.





Bbls -barrels; 34.972
Imperial gallons per barrel or 42 U.S. gallons per barrel.





BCF -billion cubic
feet.





BOPD - barrels of oil per
day.





Batholith - a very large
intrusive mass of igneous rock.





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





BQ Drill - a drill having a
core diameter of 36.5 mm and a hole diameter of 60 mm.





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





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





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





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





Carried Interest - the
Company's working interest share of capital and operating costs are paid by
another party for a specified period of time or until a specific event
occurs.





Chalcopyrite - a sulphide
mineral of copper and iron.





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





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





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
                5


Crown - Her Majesty the Queen
in right of Saskatchewan as represented by the Saskatchewan Ministry of Energy
and Resources.





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





Cut Value - applies to assays
that have been reduced by a statistically determined maximum to prevent erratic
high values from inflating the average.





Developed or Development -in oil and
natural gas refers to land to which proved or probable reserves have been
assigned, with any wells drilled in a developed area specified as development
wells.





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





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





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





Disseminated - where minerals
occur as scattered particles in the rock.





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.





Dry Well - a well found to be
incapable of producing hydrocarbons in quantities sufficient to justify
completion of the well.





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





Environmental Baseline Study -a geotechnical study that monitors and establishes the numerous naturally
occurring base levels present within a specific
area/environment.  These can include: water chemistry, flora and
fauna.





Epithermal - low temperature
hydrothermal process or product.





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





Exploration Wells - wells
drilled to find hydrocarbons in an unproved area.





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





Facies - the character and
composition of sedimentary deposits.





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





Feasibility Study - a
definitive study of the viability of a mineral project by a qualified
professional that defines: (1) mining methods, pit configuration, mine
scheduling, mine equipment and all related costing, (2) method of mineral
processing and all related plant, equipment and costing, (3) necessary
determination of all infrastructure required and relevant costs, and (4) all
requirements of government and markets for mine operation. A definitive
financial analysis of the mineral project taking into consideration all relevant
factors, which will establish the presence of a Mineral Reserve and the details
of its economic viability.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              6


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





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





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





Fracture - a break or crack in
rock.





Fracture-controlled -a type
of mineralization where circulating fluids deposit minerals preferentially upon
fracture planes within a rock mass.





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





Geochemistry - the study of
the chemical properties of rocks.





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.





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





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





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





Gross - in reference to land
or wells means a 100% interest. When referring to the Company’s natural gas,
crude oil, and natural gas liquids production, it means total projected
production or reserves from the property.





Gross Reserves - total
remaining projected production from a 100% interest in the applicable
property.





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





Highwall - the unexcavated
face of ore in an underground stope.





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





Hydrothermal Alteration- the
process by which heated or superheated water/solutions alter the chemistry of
the rocks they circulate through.





ICA -Investment Canada Act
(Canada).





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





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





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
              7




Intrusion; Intrusive- molten
rock that is intruded (injected) into spaces that are created by a combination
of melting and displacement.





ITA- Income Tax Act
(Canada).





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





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





LT - long tons.





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





MCF - thousand cubic
feet.





MLT - thousands of long
tons.





MMCF - millions of cubic
feet.





MSTB - thousands of stock tank
barrels.





Mesothermal- a hydrothermal
mineral deposit formed at considerable depth and in the temperature range of 200
to 300 degrees C (Celsius).





Measured Mineral Resource - in
reference to minerals, means a quantity is computed from dimensions revealed in
outcrops, trenches, workings, or drill holes; grade and (or) quality are
computed from the results of detailed sampling.  The sites for
inspection, sampling, and measurement are spaced so closely and the geological
character is so well defined that size, shape, depth and mineral content of the
resource are well established.





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





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





Metallurgical Tests-
scientific examinations of rock/material to determine the optimum extraction of
metal contained.  Core samples from diamond drill holes are often used
as representative samples of the mineralization for this test work.





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.





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.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              8


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





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





Natural Gas Liquids or ngls -
primarily consist of propane, butane and condensate.





Net Profit Interest- a phrase
used to describe a royalty payment made by a producer of metals based on a
percentage of revenue from production, less the deduction of the equivalent
percentage of costs of commercial production, including exploration, capital and
operating costs.





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





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





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





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





Prefeasibility Study - a
comprehensive study of 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.





Quartz Monzonite- a coarse
grained, quartz rich igneous rock usually occurring as a smaller rock mass
associated with major granitic bodies.





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





Recovery Rate - the percentage
of valuable metal in the ore that is recovered by metallurgical
treatment.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              9


Refractory - ore that resists
the action of chemical reagents in the normal treatment processes and which may
require pressure leaching or other means to affect the full recovery of the
valuable minerals.





Resource - a concentration of
mineral material in such form and amount that economic extraction of a commodity
from the concentration is currently or potentially
feasible.  Locations, grade, quality or quantity are estimated from
specific geological evidence.





Reverse Circulation Drilling (RC)- a drilling method used in geological appraisals whereby the drilling
fluid passes inside the drill stem to a down-the-hole percussion bit and returns
to the surface outside the drill stem carrying the drill chip
samples.





Roasting - to heat a
refractory ore to drive off volatile substances or oxidize the
ore.  The oxidation of the ore liberates the gold.





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.





Silification - the insitu
alteration of a rock, which involves an increase in the proportion of silica
minerals.





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
water.





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





STB - stock tank barrels
equals 34.972 Imperial gallons or 42 U.S. gallons.





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.





Supergene Effects- the near
surface effect of the water/solutions percolating down from the earth’s surface
(weathering); these solutions can dissolve minerals at the surface and then
reconcentrate at depth.





Synform -a fold whose limbs
close downward in strata for which the stratigraphic sequence is
unknown.





Tailings Pond - a low-lying
depression used to confine tailings, the prime function of which is to allow
enough time for heavy metals to settle out or for cyanide to be destroyed before
water is discharged into the local watershed.





Tonne - a metric ton or 2,204
pounds.





Tourmaline - a complex,
crystalized silicate containing boron.





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





Undeveloped Acreage - in
reference to oil and natural gas reserves, means land to which no proven or
probable reserves have been assigned.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              10




Unitized - the consolidation
of several producing leases into one operating unit; is usually undertaken to
enable greater recovery of natural gas, crude oil and liquids because it allows
for more economical operations.





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





Volcanics- those originally
molten rocks, generally fine grained, that have reached or nearly reached the
Earth’s surface before solidifying.





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





Waterflood - a method of
secondary recovery in which water is injected into an oil reservoir to force
additional oil out of the reservoir rock and into the well bore of producing
wells.





Weighted Average Exercise
Price - the average price calculated when the grant price of each stock
option is multiplied by the number of options for each option grant
price.  The result is summed and the total divided by the sum of the
options granted.





Weighted Average Remaining
Life - the average remaining life of stock options outstanding calculated
when the remaining life of each stock option is multiplied by the number of
options for each grant price.  The result is summed and the total
divided by the sum of the options granted.





Working interest or WI - in reference to oil and
natural gas reserves, means the interest held by Claude in land or wells. 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.





Working Interest Reserves - in
reference to oil and natural gas reserves, means the remaining reserves of the
property multiplied by the Company’s percentage working interest.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                11


Item 1  Corporate
Structure





1.1   Name,
Address and Incorporation





Claude
Resources Inc. (“Claude” or the “Company”) was incorporated as a private
corporation under the Canada
Business Corporations Act (the “CBCA”) on March 26, 1980 and was
converted to a public company by Articles of Amendment dated September 16,
1980.  The Articles of Claude were restated by Restated Articles of
Incorporation dated November 14, 1988.  Articles of Reorganization
dated November 8, 1993 were filed by Claude pursuant to the CBCA, which resulted
in all then issued and outstanding 7.5% Convertible Redeemable First Preferred
Shares, Series I in the capital of the Company being changed into Common
Shares.  By Articles of Amendment dated October 23, 1996, the
Company’s Articles were amended to give the directors the ability to appoint
additional directors to the board, not to exceed one-third of the number of
directors elected at the previous annual meeting of shareholders.





During
1998, the Company acquired 100% of the issued and outstanding common shares of
Madsen Gold Corp.  pursuant to a take-over bid offer made by Claude on
March 13, 1998 (the "Take-over Offer"), and  all of the outstanding
shares of 3377474 Canada Inc., owner of the mineral property, mill and equipment
related to the Tartan Lake gold mine.





Claude
amalgamated, effective January 1, 2000, with its subsidiaries Madsen Gold Corp.
and 3377474 Canada Inc.  The amalgamated Company carries on business
under the name Claude Resources Inc. Prior to the amalgamation, Claude dissolved
three of its remaining subsidiaries.  The subsidiaries dissolved were
Centaur Mining Contractors Corp., Jael Explorations Limited (“Jael”) and RSGM
Exploration Limited (“RSGM”).  Both Jael and RSGM were wholly-owned
subsidiaries of Madsen Gold Corp.  Following dissolution, the
remaining assets of these subsidiaries were transferred to
Claude.  The amalgamation and dissolutions were intended to reduce the
administrative and corporate governance requirements and expense associated with
maintaining a number of different corporations.





Effective
June 13, 2008, the Corporation dissolved 574095 Alberta Ltd., an Alberta Company
that held the Corporation’s oil and natural gas assets located in Alberta,
Canada.  Following dissolution, the remaining assets of this
subsidiary were transferred to Claude.  The dissolution was intended
to reduce administrative expense.





The
registered office of the Company is located at 1500, 410 - 22nd Street
East, Saskatoon, Saskatchewan, S7K 5T6.  Its principal executive
office is located at 200, 224 - 4th Avenue
South, Saskatoon, Saskatchewan, S7K 5M5, Telephone: (306) 668-7505;
Facsimile:  (306) 668-7500,
email:  clauderesources@clauderesources.com  website:  www.clauderesources.com





1.2
            Subsidiary
      Corporations





Claude
has two wholly-owned subsidiary corporations: 4158849 Canada Ltd. and 4357523
Canada Ltd., both Canada federal corporations.





Item
2   General Development of the Business





2.1
            Recent
      History





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





2008:
At the Madsen property in the Red Lake, Ontario camp, 47,210 metres of surface
drilling were focused on testing two advanced targets and four grassroots
targets. In December 2008, the Company reached an important milestone with the
commencement of its directionally-assisted underground drill program from the
10th
level of the Madsen mine shaft.  Phase 1 of the underground program is
targeting the 8 Zone system with 12,000 metres of drilling and is expected to
continue through to the second quarter of 2009.  Data capture,
compilation and verification continued in 2008 with a NI 43-101 technical report
anticipated in mid-2009.





Exploration
on the Seabee property focused on permitting and developing satellite ore bodies
to be used as supplemental feed for the Seabee mill.  A 35,000 tonne
bulk sample permit was obtained at Porky West in June 2008.  During
2008, 5,781 tonnes at a grade of 3.59 grams per tonne were processed
from Porky West.  The bulk sampling program at Porky West
was  temporarily suspended until spring 2009 due to normal winter
freeze up.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                12


In
June 2008, the Company released the results of a National Instrument 43-101
Standards of Disclosure for
Mineral Projects (“NI 43-101”) compliant Inferred and Indicated Mineral
Resource estimate at the Santoy 8 deposits. The upgrading of the resource model
is the Company's first step in the transition from exploration through bulk
sampling to commercial production at the Santoy 8 deposits.  Claude
believes that the Santoy 8 deposits represent a significant opportunity to
expand the Seabee Mining Operation and the Company is currently completing
environmental studies in preparation for mining of the Santoy 8 and 8E deposits
in 2009.





To
help fund the 2008 exploration program at the Madsen property (including the
dewatering of the Madsen shaft) and to address ongoing equipment and
infrastructure upgrades at the Seabee properties, the Company completed a
debenture financing for gross proceeds of $18.1 million.  The
debenture features a 12% interest rate and five year term with monthly interest
only payments.  Debenture holders also received warrants in the amount
of 10% of the debenture purchase.  Each warrant entitles the holder to
acquire one common share at an exercise price of $1.60 per common share for a
period of five years from the date of closing.





During
the second quarter of 2008, the Company eliminated the 70% overriding royalty on
its Alberta oil and natural gas assets in exchange for one-third of the
Company’s working interest in those same assets.





During
the fourth quarter of 2008, Claude sold its working interests in the Edson Gas
Unit No. 1 and the Edson Gas Plant for gross proceeds of $11.2
million.  Proceeds on the disposition will be used to ensure continued
funding of the Madsen property and finance production expansion at the Seabee
mining operation. The Edson Gas Unit represented the majority of the Company’s
historic natural gas sales.




2007:  Dewatering
of the Madsen mine shaft was initiated in July of 2007.  The Company’s
2007 surface drill program included 90 holes totaling 32,800 metres which
targeted the Treasure Box, Russett South and Fork zones.  The programs
resulted in the discovery of significant gold mineralization, primarily at the
Russett and Fork zones.  The 2008 drill program planned to test three
advanced exploration targets and seven regional and/or conceptual
targets.




After
a six month bulk sampling program, Santoy 7 initiated commercial mining in the
fourth quarter of 2007.  It has an expected life into the first half
of 2010, delivering approximately 150 tonnes per day to the Seabee mill. The
successful transition from exploration through bulk sampling to commercial
production of Santoy 7 is one step towards the development of four satellite
deposits located within trucking distance of the expanded Seabee
mill.




Delineation
drilling continued on the Santoy 8 zone featuring 147 holes totaling 31,700
metres. The purpose of the drill program was to upgrade the resource to the
indicated category to allow for the completion of a feasibility
report.  The Company anticipates the submission of Environmental
Impact Study and, subject to regulatory approvals, the initiation of mining in
2009.




During
the first quarter of the year the expansion of the Seabee mill was completed.
The increase in capacity will allow for greater flexibility in mine planning as
well as ensure available capacity for tonnage from potential gold projects such
as the Santoy 8 zone and Porky Lake project.




2006:  Claude
regained 100% control of its Madsen exploration project in Red Lake, Ontario
from Goldcorp Canada Ltd., formerly Placer Dome (CLA) Limited, (“Goldcorp”)
effective September 1, 2006.  The project was under an option agreement
with Goldcorp. Claude’s objective is to fully assess the potential for high
grade gold mineralization on the Madsen property with the initial focus on
de-watering the Madsen shaft to provide underground access for drilling
extensions of the historic high grade number 8 zone plus other
zones.  As well, a surface drill program to pursue historic targets,
including those developed by Goldcorp, was underway by the end of the fourth
quarter.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                13




Claude
continued delineation drilling at the Santoy 7 and Santoy 8
zones.  The Santoy property, with access by permanent road completed
in 2006, is approximately 11 kilometres east of the Seabee mine (see “Seabee
Area - Property Description and Access”).  The permanent road to
Santoy 7 allowed for the collection and transport of a bulk sample from Santoy 7
to the Seabee mill.  This process provided a more complete
understanding of the preferred mine process to be used as well as the gold
content of the rock.  The Company completed this sampling process
during the first half of 2007. Approval to conduct bulk sampling of the Porky
West zone (see “Seabee Area - Property Description and Access) was granted
during 2005 and an underground bulk sampling program was carried out during the
last quarter of 2006 to confirm grade, continuity and metallurgy of the gold
mineralization.  Results of this bulk test and concurrent
metallurgical work were reported together with the results from the Santoy chip
and muck samples in the first quarter of 2007.







Item
3  Description of the Company’s Business





3.1    General





The
Company is engaged in the acquisition, exploration, and development of precious
metal properties, the acquisition and development of oil and natural gas
properties, the production and marketing of minerals and the production of oil,
ngls and natural gas. The majority of Claude's mineral properties are in
northern Saskatchewan, northwestern Ontario and northern
Manitoba.  The majority of Claude’s oil and natural gas properties are
in Alberta, with some property interests in southeastern Saskatchewan. All of
the Company's oil and natural gas assets are being held for sale.





The
Company is the sole owner and operator of the Seabee project, accessed by air
and located 125 kilometres northeast of LaRonge, Saskatchewan.  This
operation has been in production since December 1991, producing nearly 840,000
ounces of gold to December 31, 2008.





In
2008, gold sales were 44,700 ounces.  In 2007, gold sales from the
mine were 40,200 ounces compared to 47,400 ounces in 2006.





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





The
Company owns and administers its oil, ngls & natural gas property interests
in Alberta.  These property interests in Alberta are operated by
others and combined with oil interests operated by the Company in
southeastern  Saskatchewan  produced 46,000 barrels of oil
and ngls (2007 - 64,600 barrels; 2006 - 66,600 barrels) and 282,000 MCF of
natural gas (2007 - 588,000 MCF; 2006 - 616,000 MCF) in 2008.




A
detailed description of the Company’s oil and natural gas properties is found
under “3.4  Statement of Reserves Data and Other Oil and Natural Gas
Information”.





For
the three fiscal years ended December 31, 2008, 2007 and 2006 respectively, gold
sales accounted for 85%, 77%, and 79% of the Company’s revenues while oil, ngls
and natural gas sales accounted for 15%, 23% and 21% of the Company’s
revenues.





Operations,
although affected by weather, are not seasonal as both gold and oil &
natural gas are produced year round. The Company’s products are commodities for
which there is an active market and are not differentiated from the products of
competitors. Therefore, the Company conducts no special marketing for its
products and its revenue is largely determined by prevailing market prices. The
Company’s oil and natural gas interests in Alberta are operated by others. The
Company has no active management in the marketing of the oil and natural gas
produced from either the Alberta or Saskatchewan properties.





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





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
                14


3.2
            Risk
      Factors





An
investment in the common shares of the Company must be considered speculative
due to the nature of the Company’s business and the present stage of exploration
and development of its mineral deposit properties. In addition to the other
information contained in the Company’s 2008 annual report, the following risk
factors should be considered in evaluating the Company.





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





The
level of profitability of the Company in future years will depend mainly on gold
prices, the cost of production at the Seabee mine and whether any of the
Company’s exploration stage properties can be brought into production. The
exploration for and development of mineral deposits involves significant risks,
which even a combination of careful evaluation, experience and knowledge may not
eliminate.  It is impossible to ensure that the current and future
exploration programs on the Company’s mineral properties will establish
reserves.  Whether an ore body will continue to be commercially viable
depends on a number of factors, some of which are the particular attributes of
the deposit, such as size, grade and proximity to infrastructure, as well as
metal prices, which cannot be predicted and which have been highly volatile in
the past, mining costs, and government regulations, including regulations
relating to prices, taxes, royalties, land tenure, land use, importing and
exporting of minerals, environmental protection and reclamation and closure
obligations.  The effect of these factors cannot be accurately
predicted, but the combination of these factors may cause a mineral deposit that
has been mined profitably in the past, such as the Seabee 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 against which it cannot
insure or against which it may elect not to insure.





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





Non-Operator
Status of Alberta Oil and Natural Gas Properties





All
of Claude’s oil and natural gas properties in Alberta are operated by
others.  As such, the Company has little or no control over the
operation of these assets.  The Company relies on the operators to
ensure they are following best industry practices and thereby mitigating
potential risks.  The risk factors found in the Company’s oil and
natural gas operations are similar to those found in its gold
operations.  These include but are not limited to, inherent
exploration and operating risks, volatility of crude oil and natural gas prices,
fluctuations in the U.S. dollar versus Canadian dollar exchange rate,
environmental regulation and risk, uncertainty of reserve and resource
estimates, governmental regulations, competition and insurance
risks.





Persistent
Low Gold Prices Could Cause Mine Operations to be Suspended or Shutdown and
Negatively Affect the Company’s Profitability





The
economics of developing gold and other metal properties are affected by many
factors including the cost of operations, variations in the grade of ore mined
and the price of gold or other metals.  Depending on the price of
gold, the Company may determine that it is impractical to commence or continue
commercial production.  The price of gold has fluctuated in recent
years.  During the year ended December 31, 2008, the market price per
ounce for gold ranged from a low of U.S. $713 to a high of U.S. $1,011 with an
average price of U.S. $872.





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
                15




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,
or commence or, if commenced, continue commercial production.





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





The
price of gold and oil & natural gas is denominated in U.S. dollars and,
accordingly, the Company’s proceeds from operations from the Seabee mine and its
oil and natural gas properties will be denominated and received in U.S.
dollars.  As a result, fluctuations in the U.S. dollar against the
Canadian dollar could result in unanticipated fluctuations in the Company’s
financial results, which are reported in Canadian dollars.  During the
year ended December 31, 2008, the CDN$/US$ exchange rate ranged from a low of
$0.9765 to a high of $1.2935 with an average of $1.0673.





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





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





The
failure of the Company to meet its ongoing obligations on a timely basis could
result in the loss or substantial dilution of its interest (as existing or as
proposed to be acquired) in its properties.  In addition, management
estimates that $10.0 million is the minimum annual expenditure required to
fulfill the Company’s intended exploration programs in 2009.





At current gold prices and forecast
production, Management believes operating cash flows may be sufficient to fund
the continued exploration at Madsen and winter ice road resupply requirements at
the Seabee properties and area.The Company is, however,
proceeding with a private placement offering first announced on March 23, 2009,
which is expected to close on or about April 9, 2009.  Proceeds of the
issue will be used to repay a portion of the outstanding debentures (subject to
satisfaction of any necessary approvals or other requirements), to incur
Canadian Exploration Expenses as defined in the Income Tax Act (Canada) and for
general corporate purposes.As well, the Company intends to divest
of its remaining non core assets, the proceeds of which should decrease the need
for additional capital to be raised.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                16




Unfavorable
Government Regulatory Changes may Cause Cessation of Mining Operations and
Exploration Activities





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





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





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





Stricter
Government Environmental Policies may Materially Affect Operating Results and/or
Delay Projects





In
connection with its operations and properties, the Company is subject to
extensive and changing environmental legislation, regulation and
actions.  The Company cannot predict what environmental legislation,
regulation or policy will be enacted or adopted in the future or how future laws
and regulations will be administered or interpreted.  The recent trend
in environmental legislation and regulation generally is toward stricter
standards and this trend is likely to continue in the future. The recent trend
includes, without limitation, laws and regulations relating to air and water
quality, mine reclamation, waste handling and disposal, the protection of
certain species and the preservation of certain lands.  These
regulations may require obtaining permits or other authorizations for certain
activities.  These laws and regulations may also limit or prohibit
activities on certain lands lying within wetland areas - areas providing for
habitat for certain species and other protected areas.  Compliance
with more stringent laws and regulations or stricter interpretation of existing
laws, may necessitate significant capital outlays, may materially affect the
Company’s results of operations and business, or may cause material changes or
delays in the Company’s intended activities.





To
the best of the Company’s knowledge, the Company is operating in compliance with
all applicable environmental laws and regulations.





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





Although
the Company has assessed the Mineral Reserve and Mineral Resource estimates
contained in this document and believes that the methods used to estimate such
Mineral Reserves and Mineral Resources are appropriate, such figures are
estimates. 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.  Furthermore, the
indicated level of recovery of gold may not be realized. Market price
fluctuations of gold may render reserves and deposits containing relatively
lower grades of mineralization uneconomic.  Moreover, short-term
operating factors relating to 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.





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 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.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                17




Potential
Shareholder Dilution Could Impact Share Price and New Equity Issues





As
of December 31, 2008, there were directors, officers, key employees and
consultant stock options outstanding to purchase 3,541,335 common shares and
1,809,500 share purchase warrants outstanding. The common shares issuable under
these options and warrants, if fully exercised, would constitute approximately
5.2% of the Company’s resulting share capital. The exercise of such options or
warrants and the subsequent resale of such shares in the public market could
adversely affect the prevailing share market price and the Company’s ability to
raise equity capital in the future at a time and price which it deems
appropriate.  The Company may also enter into commitments in the
future which would require the issuance of additional common shares and the
Company may grant additional share purchase warrants and stock
options.  Any share issuances from the Company’s treasury could result
in immediate dilution to existing shareholders.





Industry
Competition may Hinder Corporate Growth





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





Extreme
and Persistent Weather Conditions could cause Operating and Exploration
Difficulties





The
Seabee mine, certain of the Company’s oil and natural gas properties and the
Company’s exploration properties are all located in the northern portions of
Saskatchewan, Ontario, Manitoba or Alberta. Access to these properties and the
ability to conduct work on them can be affected by adverse weather conditions.
Adverse weather conditions can also increase the costs of both access and work
on the Company’s properties.





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





Acquisition
of title to mineral properties is a very detailed and time-consuming
process.  The Company believes it has investigated title to all of its
mineral claims and has obtained title opinions with respect to its most
significant properties and, to the best of its knowledge, titles to all
properties are in good standing. For the Madsen properties, the Company has
searched title records for any and all encumbrances. For the Seabee property,
the Company has examined disposition search abstracts from the Saskatchewan
Ministry of Energy and Resources, made inquiries to the Saskatchewan Ministry of
Energy and Resources, reviewed lease files at the Saskatchewan Ministry of
Energy and Resources and received confirmation from the Saskatchewan Ministry of
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.





Uninsured
Risks could Negatively Impact Profitability





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
                18


Issuance
of Flow-Through Securities and the Potential Liabilities Associated with the
Failure to Incur Defined Exploration Expenditures within a Certain Time
Frame





Flow-through
securities are securities of the Company which meet certain criteria and qualify
for flow-through tax treatment for the purposes of the Canada Income Tax Act
(“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.





The
Company has financed certain mining exploration activities primarily through the
issuance of equity, including 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.





In
the event that the Company is unable to make the renunciation or fails to expend
the funds on qualifying exploration expenditures, the investor may be subject to
reassessment for any related tax deduction taken by the investor and the Company
could be liable to the investor for damages in an action for breach of
contract.  However, there is no right of rescission of the
subscription contract that would result in a reversal of the share
issuance.  The investor may be entitled to damages (based on a breach
of contract claim), which may include amounts related to the increased tax
liability that the shareholder experienced resulting from the failure of the
Company to renounce the contracted qualifying expenditures.  In
addition, the Company could be required to pay a penalty and interest to the
Government of Canada for failure to make and renounce such qualifying
expenditures, within prescribed time limits.





Although
the Company believes it will make the qualifying expenditures and renounce the
related tax deduction for the benefit of the purchasers of its flow-through
shares, there can be no assurance that the Company will be able to make the
qualifying expenditures or renounce such deductions in a timely
manner.  The failure to make the qualifying expenditures or to
renounce such deductions in a timely manner could have a material adverse effect
on the Company’s business or its ability to raise additional financing through
the issuance of flow-through shares.





At
December 31, 2008, all flow-through expenditure commitments had been
met.





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





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





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 Conflict of Interest Policy.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                19


3.3   
Mineral Properties





The
Company’s mineral property portfolio includes Seabee, a producing gold mine, and
a portfolio of exploration properties in Canada, most of which are located in
the Provinces of Saskatchewan, Manitoba or Ontario. The Company has assembled
the majority of its property portfolio around three areas - the Seabee mine
(including the Santoy 7 producing property and the Santoy 8 and Porky Lake
exploration projects) in Saskatchewan, the formerly producing Madsen mine in
Ontario and the formerly producing Tartan Lake mine in Manitoba. At each of the
three sites, Claude owns a mill and equipment that could potentially be used to
process ore from any economic ore body found within the portfolio of properties
located around it either by relocating the mill and equipment to the economic
ore body or by transporting the ore to the current mill site. At the present
time, only the Seabee mine and Santoy mine contain an economic body of ore and
is producing gold. The other two properties are at the exploration stage and the
mills and equipment are presently shutdown and not in operation.




CLAUDE ASSET LOCATIONS





Claude Asset Locations





Except
for the Seabee and Santoy 7 mines, all of the Company’s mining properties are at
the exploration stage. Among the Company’s exploration projects, those within
trucking distance of the Seabee mill and the Madsen property will receive the
majority of the Company’s exploration budget and focus for the foreseeable
future.





Seabee
Mine





The
Seabee mine is located at Laonil Lake, Saskatchewan, approximately 125
kilometres northeast of the town of La Ronge. Claude commenced commercial
production at the mine in December, 1991. Since start-up, the mine has produced
nearly 840,000 ounces of gold including 45,466 ounces produced in
2008.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                20


SEABEE
PROPERTY








SEABEE
AREA


Property
Description and Access





The
Seabee mine produces gold from two different but contiguous properties. The
original ten quartz claims covering the mine site were consolidated into a
single mineral lease (ML 5519) of approximately 201 hectares granted by the
Crown on November 25, 1999. In November 1994, the Company entered into an option
agreement to acquire a 100% working interest, subject to a 30% Net Profits
Interest, in the surrounding Currie Rose property. After fulfilling the
conditions in the option agreement and obtaining a 100% interest in the
property, a portion of the claims were converted to a mineral lease (ML 5520) on
January 1, 1999.  The leases were renegotiated in June of 2002 and
expire in 2025.







Claude
      Resources Inc. – 2008 Annual Information
      Form
              21




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





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





Access
to the minesite is by fixed wing aircraft from La Ronge or Flin Flon to a 1,460
metre airstrip located on the property. Equipment and bulky or heavier supplies
are trucked to the site via a 60 kilometre winter road from Brabant Lake on
Highway 102. The winter road is typically in use from January through
March.





The
Seabee operation directly supports a workforce of approximately 238 employees
with permanent camp facilities.  Electrical power is provided by a
transmission line to the mine by the provincial power authority, Saskatchewan
Power Corporation.





Property
Royalties





The
Company has a 100% interest in both the Seabee and Currie Rose properties.
However, production from the Currie Rose property is subject to a 30% Net
Profits Interest (NPI) in favor of Currie Rose Resources Inc. (“Currie Rose
Resources”) for the first $1,000,000 of profits received by Claude from the
property in a fiscal year, which is reduced to a 25% NPI for any additional
profits received by Claude during that fiscal year. Prior to Currie Rose
Resources receiving any of the NPI, Claude is entitled to first recover from the
NPI the Currie Rose Resources portion of capital, development and operating
costs related to the production of that ore. Claude is also entitled to subtract
the interest on Currie Rose Resources’ operating costs which is charged at prime
plus 1.5% based upon the previous month’s outstanding balance. As at December
31, 2008, the cumulative deficiency of Currie Rose Resources’ share of these
capital and operating costs totaled approximately $14.8 million (2007 - $13.5
million). Since commencing commercial gold production, a total of 612,110 tonnes
of ore have been processed from the Currie Rose property, from which a total of
124,736 ounces of gold have been recovered.





From
2004 through 2007 the Company sold production royalties for proceeds of $7.1
million, $14.0 million, $35.0 million and $25.6 million,
respectively.  Certain disclosure of these transactions has been taken
from the 2008 Notes to the Consolidated Financial Statements and is provided
below:





a)In December 2007, the
Company entered into a Royalty Agreement (“2007 Agreement”) with Red Mile
Resources No. 11 Limited Partnership (“Red Mile No. 11”) whereby the Company
sold a “Royalty” on a portion of the gold production at its Seabee operations;
this agreement lasts the shorter of 10 years or the life of the Seabee
operations. The Company received cash of $28,955,250 which included royalty
income of $25,624,000, indemnity fees of $1,355,382 and interest income of
$1,975,868.





Under
the terms of the 2007 Agreement, the Company is required to make Royalty
payments at fixed amounts per ounce of gold produced; these amounts can vary
between CDN $35.17 to $147.05 per ounce over the remaining term of the 2007
Agreement. In addition, the Company granted Red Mile No. 11 a Net Profits
Interest (NPI) of 3.50%, 3.70% or 3.90% in years 2013 through 2017, payable only
if each day's price of gold in any of those calendar years is equal to or
greater than CDN $1,250, $1,500 or $1,675 per ounce,
respectively.  Management believes that at current gold prices there
will be no amounts owing under this NPI.





$25,625,000
of the cash received was placed with a financial institution; in return, the
Company received a restricted promissory note.  The restricted
promissory note earns interest at 7%, payable annually, and matures on February
15, 2017. Interest and principal from the restricted promissory note will be
sufficient to fund the expected basic royalty payments and any interest
expense.





Under
certain circumstances the Company has the right, by way of a call option, to
acquire the partnership units of Red Mile No. 11, effectively terminating the
2007 Agreement, for the lower of market value or for the outstanding amount of
the restricted promissory note at the end of the tenth year of the 2007
Agreement.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              22




On
the balance sheet, the royalty payment received from Red Mile No. 11 is included
in "Royalty Obligations". These amounts are treated as debt and bear interest
which is included in interest expense. The indemnity fee and interest income of
$1,355,382 and $1,975,868 received by the Company are included in "Deferred
Revenue" on the balance sheet and are being recognized in income over the life
of the 2007 Agreement.





b)In December 2006, the
Company entered into a Royalty Agreement (“2006 Agreement”) with Red Mile
Resources No. 8 Limited Partnership (“Red Mile No. 8”) whereby the Company sold
a “Royalty” on a portion of the gold production at its Seabee operations; this
agreement lasts the shorter of 10 years or the life of the Seabee operations.
The Company received cash of $39,200,000 which included royalty income of
$35,000,000, indemnity fees of $436,000 and interest income of
$3,764,000.





Under
the terms of the 2006 Agreement, the Company is required to make Royalty
payments at fixed amounts per ounce of gold produced; these amounts can vary
between CDN $40.82 to $198.95 per ounce over the remaining term of the
agreement.  In addition, the Company granted Red Mile No. 8 a Net
Profits Interest (NPI) of 3.75%, 4.00% or 4.25% in years 2012 through 2016,
payable only if each day’s price of gold in any of those calendar years is
greater than CDN $975, $1,175 or $1,375 per ounce,
respectively.  Management believes that at current gold prices there
will be no amounts owing under this NPI.





$35,000,000
of the cash received was placed with a financial institution; in return, the
Company received a restricted promissory note. The restricted promissory note
earns interest at 7%, payable annually, and matures on February 15,
2016.  Interest and principal from the restricted promissory note will
be sufficient to fund the expected basic royalty payments and any interest
expense.





Under
certain circumstances the Company has the right, by way of a call option, to
acquire the partnership units of Red Mile No. 8, effectively terminating the
2006 Agreement, for the lower of market value or for the outstanding amount of
the restricted promissory note at the end of the tenth year of the 2006
Agreement.





On
the balance sheet, the royalty payment received from Red Mile No. 8 is included
in “Royalty Obligations”.  These amounts are treated as debt and bear
interest which is included in interest expense.  The indemnity fee and
interest income of $436,000 and $3,764,000 received by the Company are included
in “Deferred Revenue” on the balance sheet and are being recognized in income
over the life of the 2006 Agreement.





c)In December 2005, the
Company entered into a Royalty Agreement (“2005 Agreement”) with Red Mile
Resources No. 7 Limited Partnership (“Red Mile No. 7”) whereby the Company sold
a “Royalty” on a portion of the gold production at its Seabee operations; this
agreement lasts the shorter of 10 years or the life of the Seabee operations.
The Company received cash of $15,680,000 which included royalty income of
$14,000,000, indemnity fees of $907,000 and prepaid interest of
$773,000.





Under
the terms of the 2005 Agreement, the Company is required to make Royalty
payments at fixed amounts per ounce of gold produced; these amounts can vary
between CDN $14.93 to $112.45 per ounce over the remaining term of the 2005
Agreement.  In addition, the Company granted Red Mile No. 7 a Net
Profits Interest (NPI) of 1.00%, 2.00% or 3.00% in years 2011 through 2015,
payable only if each day’s price of gold in any of those calendar years is
greater than CDN $875, $1,075 or $1,275 per ounce, respectively. Management
believes that at current gold prices there will be no amounts owing under this
NPI.





$14,000,000
of the cash received was placed with a financial institution; in return, the
Company received a restricted promissory note. The restricted promissory note
earns interest at 6%, payable annually, and matures on February 15,
2015.  Interest and principal from the restricted promissory note will
be sufficient to fund the expected basic royalty payments and any interest
expense.





Under
certain circumstances the Company has the right, by way of a call option, to
acquire the partnership units of Red Mile No. 7, effectively terminating the
2005 Agreement, for the lower of market value or for the outstanding amount of
the restricted promissory note at the end of the tenth year of the 2005
Agreement.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              23




On
the balance sheet, the royalty payment received from Red Mile No. 7 is included
in “Royalty Obligations”.  These amounts are treated as debt and bear
interest which is included in interest expense.  The indemnity fee of
$907,000 received by the Company is included in “Deferred Revenue” on the
balance sheet and is being recognized in income over the life of the 2005
agreement.  The prepaid interest of $773,000 received by the Company
was deferred and recorded as income in 2006.





d)In December 2004, the
Company entered into a Royalty Agreement (“2004 Agreement”) with Red Mile
Resources No. 3 Limited Partnership (“Red Mile No. 3”) whereby the Company sold
a “Royalty” on a portion of the gold production at its Seabee operations; this
agreement lasts the shorter of 10 years or the life of the Seabee operations.
The Company received cash of $8,018,000 which included royalty income of
$7,112,000, indemnity fees of $625,000 and prepaid interest of
$281,000.





Under
the terms of the 2004 Agreement, the Company is required to make Royalty
payments at fixed amounts per ounce of gold produced; these amounts can vary
between CDN $11.62 to $24.53 per ounce over the remaining term of the 2004
Agreement.  In addition, the Company granted Red Mile No. 3 a Net
Profits Interest (NPI) of 2.50%, 3.00% or 4.00% in years 2010 through 2014,
payable only if each day’s price of gold in any of those calendar years is
greater than CDN $800, $900 or $1,200 per ounce,
respectively.  Management believes that at current gold prices there
will be no amounts owing under this NPI.





$6,982,000
of the cash received was placed with a financial institution; in return, the
Company received a restricted promissory note. The restricted promissory note
earns interest at 6%, payable annually, and matures on December 10,
2014.  Interest and principal from the restricted promissory note will
be sufficient to fund the expected basic royalty payments and any interest
expense.





Under
certain circumstances the Company has the right, by way of a call option, to
acquire the partnership units of Red Mile No. 3, effectively terminating the
2004 Agreement, for the lower of market value or for the outstanding amount of
the restricted promissory note at the end of the tenth year of the 2004
Agreement.





On
the balance sheet, the royalty payment received from Red Mile No. 3 is included
in “Royalty Obligations”.  These amounts are treated as debt and bear
interest which is included in interest expense.  The indemnity fee of
$625,000 received by the Company is included in “Deferred Revenue” on the
balance sheet and is being recognized in income over the life of the 2004
agreement.  The prepaid interest of $281,000 received by the Company
was deferred and recorded as income in 2005.





The
following supplemental schedules present the effects of the Red Mile Agreements
on the Restricted Promissory Notes, Royalty Obligations, and Deferred Revenue
balances presented on the Company’s balance sheet:





Restricted
Promissory Note Schedule




2008
                                    
                                    
                                    2007Balance,
      beginning of year
                                    
                                    $
                                    81,606
                                    
                                    
                                    $
                                    55,982Net
      additions
                                    
                                    
                                    -
                                    
                                    
                                    
                                    25,624Net
      interest
                                    
                                    
                                    332
                                    
                                    
                                    
                                    -Balance,
      end of year
                                    
                                    $
                                    81,938
                                    
                                    
                                    $
                                    81,606Royalty
      Obligation Schedule2008
                                    
                                    
                                    2007Balance,
      beginning of year
                                    
                                    $
                                    82,779
                                    
                                    
                                    $
                                    56,496Net
      additions
                                    
                                    
                                    -
                                    
                                    
                                    
                                    26,283Net
      interest
                                    
                                    
                                    351
                                    
                                    
                                    
                                    -Balance,
      end of year
                                    
                                    $
                                    83,130
                                    
                                    
                                    $
                                    82,779





Claude
      Resources Inc. – 2008 Annual Information
      Form
              24


History





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





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





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





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





Regional
and Property Geology





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





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





Mine
Details





Construction
of the Seabee mine began in 1990.  The mill was completed in late 1991
with gold production commencing in December of that year. The mine hosts
permanent facilities to support all mining operations and
personnel.  The Seabee mine, including Santoy 7, currently employs
approximately 238 workers of whom approximately 114 are on site at any given
time, subject to seasonal adjustments. Approximately 120 persons are employed in
the mill, maintenance, electrical, catering, surface, diamond drilling and
technical services areas, on a two week-in and two week-out rotation. The
remaining 118 people are employed in the underground operations. Camp facilities
on site are capable of accommodating 189 people and are supported by a full
complement of dining and recreation facilities.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              25


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





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





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





In 2007, the Company raised the height
of the Triangle Lake Dams to 454.0 metreselevation, recommissioned the water treatment
plant and installed evaporators at its TMF.  Engineering studies by
Golder Associates  were submitted to the Ministry of the Environment
in 2008 where it was proposed to raise the Triangle Lake Dams to the 460
metrelevel. The Company expects the six
metreincrease to cost approximately$1.0 million.  As well, to
expand the TMF capacity over 10 years the engineering study also
proposed  stacked tailings for both Triangle Lake and East Lake
TMF.  Stacked tailings, a process which allows for tailings
impoundment to exceed final dam elevation, has been used successfully in other
mining jurisdictions in Canada. If approved the stacked tails expansion could
begin as early as 2009.  The Company expects the stacked tailings
process to have minimal cost.





The
Company utilizes shrinkage stope, cut and fill and long-hole mining methods to
extract its ore bodies at the Seabee and Santoy 7 mines.  Shrinkage or
shrinkage stoping refers to 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.  Since ore “swells”
when broken (blasted ore increases its occupied volume by approximately 30%), it
is necessary to shrink the muck pile a corresponding amount by drawing some of
the broken ore out as the stope is advanced upward. As required by regulatory
authorities, the Company has provided letters of credit as security for
reclamation related to the Seabee properties in the amount of $1.6
million.  As security for these letters of credit, the Company has
provided investment certificates in the same amount.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              26


The
illustration below describes the general approach to shrinkage
stoping:










The
long-hole mining method is employed in steeply dipping narrow
orebodies.  Avoca long hole mining aims to maximize the known resource
and extract the orebody from the bottom up. Ore is blasted at one end of an open
stope while dry waste rock fill is added to the other end to limit the length of
the exposed wall in order to control wall failure.   Conventional
longhole limits the strike length of stopes to control dilution with resulting
lower recoveries left in “rib” pillars.





The zones currently being mined are
accessed by a 3.4 by 4.5 metre ramp to the 970 metre level. Mining efforts are
currently being focused on the 2b and 2c zones at depth on the 790 thru 970
levels. The shaft and hoisting facility, commissioned in the fourth quarter of
1997 (with an extension commissioned in November, 2003), provides ore and waste
transport to surface. As much as 850 tonnes per day of ore and waste are moved
to the ore and waste pass system and hoisted to surface with the ore then
conveyed to the mill.  Seabee will operate under a three year mine
plan which will focus on the 2b and 2c zones at depth, possibly facilitated by a
shaft extension. The mill process consists of a three stage crushing circuit, a
three stage grinding circuit, followed by cyanide leaching. The leached gold is
collected in a carbon-in-pulp circuit, stripped using mild caustic and collected
on stainless steel mesh cathodes by electrowinning. The product from
electrowinning is refined into dore bars in a bullion furnace. Power is supplied
by line from Saskatchewan Power Corporation’s provincial power
grid.  The Company has obtained the necessary regulatory approvals to
construct the extension of a power line from its main camp to the Santoy
Projects, along side its all-weather road.
 
 Seabee Mine Future Work
Programs
 
 Mineralization is known to extend below
the current lowest working levels at both Seabee and Currie Rose, in addition to
known veins not yet mined.Claude is planning in excess of
30,000 metres of underground drilling at Seabee to replace 2009
production.  Drilling will be and has been focused on the 2B and 2C
veins laterally and at depth from the 900 metre level.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              27


The
following table details the operations data of the Seabee mine for the last 5
years:





Seabee
      Mine Operating Data2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004Ore
      Milled (tonnes)(1)
                
                
                228,400
                
                
                
                227,700
                
                
                
                253,600
                
                
                
                236,400
                
                
                
                186,900Grade
      processed (grams per tonne)
                
                
                6.46
                
                
                
                6.35
                
                
                
                6.16
                
                
                
                6.32
                
                
                
                7.15Mill
      Recoveries (%)
                
                
                95.8
                
                
                
                95.4
                
                
                
                93.6
                
                
                
                92.9
                
                
                
                95.2Gold
      Produced (ounces)(1)
                
                
                45,500
                
                
                
                44,300
                
                
                
                47,000
                
                
                
                44,600
                
                
                
                40,900Gold
      Sold (ounces)(2)
                
                
                44,100
                
                
                
                40,200
                
                
                
                47,400
                
                
                
                42,200
                
                
                
                41,200Cash
      Cost (US$/ounce of gold sold)(3)
                
                $
                683
                
                
                $
                586
                
                
                $
                396
                
                
                $
                358
                
                
                $
                297





(1)Includes amounts from the Santoy and Porky Lake bulk
samples.


(2)
Excludes amounts from the Santoy 7 and Porky Lake bulk samples. (3) The
Company reports its operating costs on a per-ounce basis based on uniform
standards developed by the Gold Institute. Management uses this measure to
analyze the profitability (compared to average realized gold prices) of the
Seabee mine, before depreciation, depletion and accretion. When evaluating this
profitability measure, investors should be aware that no provision has been made
for exploration or development costs.  A reconciliation of the cash
costs in the above table is provided below:








Consolidated
Total Cash Costs (US Dollar)


Per
Gold Ounce Sold





Years
      ended December 312008
                              
                              
                              2007
                              
                              
                              2006
                              
                              
                              2005
                              
                              
                              2004Direct
      mining cost
                              
                              $
                              683
                              
                              
                              $
                              586
                              
                              
                              $
                              396
                              
                              
                              $
                              358
                              
                              
                              $
                              297Other
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Cash
      operating costs
                              
                              $
                              683
                              
                              
                              $
                              586
                              
                              
                              $
                              396
                              
                              
                              $
                              358
                              
                              
                              $
                              297Less:  Royalties
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Total
      cash costs
                              
                              $
                              683
                              
                              
                              $
                              586
                              
                              
                              $
                              396
                              
                              
                              $
                              358
                              
                              
                              $
                              297Gold
      ounces sold
                              
                              
                              44,100
                              
                              
                              
                              40,200
                              
                              
                              
                              47,400
                              
                              
                              
                              42,200
                              
                              
                              
                              41,200Mine
      operating costs
                                (US
      $ millions)
                              
                              $
                              30.2
                              
                              
                              $
                              23.6
                              
                              
                              $
                              18.8
                              
                              
                              $
                              15.1
                              
                              
                              $
                              12.2(CDN
      $ millions)
                              
                              $
                              32.2
                              
                              
                              $
                              25.3
                              
                              
                              $
                              21.3
                              
                              
                              $
                              18.3
                              
                              
                              $
                              15.9





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





Since
commencement of production in 1991, the mill has processed more than 3.6 million
tonnes of ore at an average head grade of  7.7 grams per tonne
producing nearly 840,000 ounces of gold to December 31, 2008.





Seabee mine - Currie
Rose





Claude's
11,000 acre (4,500 hectare) Currie Rose property surrounds the Seabee property
with most of the ground under disposition lying to the west, north and east. In
1994, Claude entered into an option agreement with Currie Rose Resources, a
non-affiliated public company traded on the TSX Venture Exchange. The Company
has earned a 100% interest in the Currie Rose property subject to a 30% Net
Profits Interest (NPI) in favour of Currie Rose Resources.  See
“Property Royalties” on page 22, for further detail.





Geology





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
              28


History





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





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





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





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





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





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





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





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
              29




The Porky West zone is located
approximately 1.5 kilometres northwest of the Porky Main zone, in the northwest
limb of the Porky Lake anticline. Mineralization in this structure is similar to
that in the Main zone, but is mainly hosted in the feldspathic arenite.
Thirty-one delineation holes totaling 5,027 metres were drilled in 2004 on the
West zone on a grid of approximately 25 by 25 metres. The zone is open along
strike further to the northwest as indicated by surface exploration that has
returned high-grade grab samples.
 
 A 6.8 kilometre all-weather road has
been constructed between the Porky West zone and the Seabee
mill.
 
 In addition to the delineation drills in
the Main and West zones, 25 exploratory holes totaling 5,710 metres were drilled
on the eastern limb of the Porky Lake anticline, also targeting the contact
between the mafic metavolcanic rocks and feldspathic arenite. This phase of the
drill program identified a wide mineralized corridor (10 to 20 metres) that
routinely returned assays of 1 to 2 grams per tonne. Within this corridor and
associated with carbonate and chloritic alteration, drilling returned multiple
high-grade sulfide-quartz vein intercepts, up to 31.87 grams per tonne over 6.3
metres.
 
 The core from this program was logged
and split at the Company's core logging facility at the Seabee mill. Assaying
has been done by TSL Laboratories of Saskatoon which include random checks of
pulps and rejects. All core intervals have been fire assayed with a gravimetric
finish, with samples that assayed greater than 10 grams per tonne checked by a
total metallics assay.
 
 Claude
continued to aggressively explore the Porky Lake area for gold deposits in
2005.  Permission to conduct bulk sampling of the Porky West zone was
granted in early June. Physical work began at the site with the collaring of the
portal and driving about 125 metres of a 3.5 metre high by 4.0 metre wide
decline ramp down to the 65 metre level.  A 7,657 tonne bulk sample
grading 3.69 grams per tonne was extracted in 2006 above the previously defined
Mineral Resource.
 
 There
was limited exploration done in 2007.In 2008,Claude obtained an additional35,000 tonne bulk sampling permit.In June 2008, dewatering of the decline and underground
development was initiated.  Once preparations were completed, a decline was
driven down to access the 75-11 sill and a cut and fill lift is planned on the
65-11 sill during the initial phase of the expanded  bulk sampling
program.  During  2008,5,781tonnes at a grade of3.59grams per tonne were processed from
Porky West.  At present, the bulk sampling program at Porky West has been
temporarily suspended until spring 2009 due to normal winter freeze
up.
 
 Seabee/Currie Rose Future Work
Programs
 
 During 2009, the Company plans toextract and process
additional tonnes from Porky West.In addition, the extensive
mineralized horizon at Porky Lake will continue to be explored by surface
prospecting, geochemical surveys and further drill testing.  Drilling
is expected to begin in March 2009.
 
 Seabee Mine
– Santoy Lake
 
 The Santoy Lake property is an 11,400
acre (4,566 hectares) claim group located adjacent to the Claude/Currie Rose
property, approximately 11.5 kilometres east of the Company’s operating Seabee
mine. Claude holds a 100% interest in the property subject to a 5%
NPI.  There are no underlying royalties.  An all-weather
road providing access from the Seabee mine was completed in 2006 and continues
to be upgraded.
 
 Geology
 
 Mineralization in the zones is hosted in
siliceous shear zones with sulfide-chlorite-quartz veins and in silicified
granitoid sills. It has been confirmed that the Santoy 8 shear zone is at least
380 metres long and up to 350 metres wide. The zone is open at depth.
Mineralized sections of this zone range in thickness from 1.5 to 30 metres. It
is likely that the 8 zone and the adjacent 150 metre long, 100 metre wide 8 East
zone are interconnected.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              30




The
Santoy 7 zone and the 8 and 8 East zone deposits are hosted in a four kilometre
long, northwest trending and northeast dipping sheared and mineralized corridor
in mafic volcaniclastic rocks and granitoid sills. The Santoy 7 is an isolated
deposit about 400 metres long and 40 to 60 metres wide, situated at the north
end of the trend.  The 8 and 8 East zones start about 2.5 kilometres
south of the Santoy 7, and extend for at least 2,000 metres further south. Gold
mineralization occurs in gold-sulfide-chlorite-quartz veins in the shear zones,
near or in the granodiorite and granite sills. Gold-bearing chlorite quartz
veins 1 to 7 metres thick were routinely intercepted in the holes drilled in the
7 and 8 zones. In addition, a number of holes drilled between the 7 and 8 zones
also intercepted sporadic high-grade gold values.





History





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





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





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





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





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





During
2007, concurrent with the processing of Santoy 7 bulk sample tonnes in the first
half, infill drilling continued on Santoy 7 and Santoy 8 to provide more
accurate information for proposed mine plans.  This drilling is also
expected to add to the resource base.  The Santoy area, as a whole,
contains a number of high grade gold showings, some of which were drill-tested
in previous years.  A structural review of the surface geology and
existing drill sections will be carried out and is expected to result in further
drill targets in the area.





Bulk
sampling of the Santoy 7 deposit was initiated during the first quarter of 2007
and continued through to October when commercial production was
attained.  Mining is currently active on three levels at a production
rate of approximately 150 tonnes per day.





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





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





The
Santoy 8 Power Line Project, which will tie this property to the provincial
power grid, continued during 2008.  Phase One of the project, the erection
of the power line poles, is more than 90 percent complete.  Phase Two,
consisting of the power line installation, is planned for the first half of
2009.  The final phase involves the installation of the main transformer
and is expected to be completed during the second half of 2009


Claude
      Resources Inc. – 2008 Annual Information
      Form
              31




During
2008, Claude updated its NI 43-101 compliant Mineral Resource at Santoy 8 and
conducted an economic study to evaluate the portion of Mineral Resources it
planned to mine in the first three years of the Santoy 8 project. Claude views
the Santoy 8 project as a key driver in lowering unit costs over the next three
years.





Santoy
Lake Property Future Work Programs





The
Company is in the process of completing environmental studies in preparation for
planned commercial mining of the Santoy 8 and 8E deposits in 2009.


.


Seabee
Area Reserves and Resources





Claude
originally commissioned Cominco Engineering to provide a feasibility study on
the Seabee mine in 1989. A positive feasibility study was prepared and presented
to the Company in August 1989, and a revised study was presented in May 1990.
The reserve estimates for the property were reviewed by A.C.A. Howe. From
1988-2006, A.C.A. Howe visited the mine annually and received all technical,
developmental and production reports concerning the mine. Using this
information, A.C.A. Howe then reviewed the reserve estimates developed by the
Company’s own mining staff.





The
methodology for estimating Mineral Reserves and Mineral Resources is an
interpolation and extrapolation between sill sampling and diamond drill holes.
Resource blocks are measured from planned stope dimensions, excluding any
pillars that will not be extracted within a 12 month
period.  High-grade gold assays are cut to 50 grams per tonne
prior to grade estimates.  This cutting factor has been established
from statistics and is supported by experience during the life of the
mine.





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





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





A
block cut off grade averaging 5.1 grams per tonne for Seabee, 4.2 grams per
tonne for Santoy 7 and Santoy 8 and 3.6 grams per tonne for Porky West is
applied to reserves. This is the current operating break-even grade following
the application of dilution, mining losses and mill recovery. It may be
necessary on occasion to mine and haul lower grade ore to access reserves, but
if this lower grade material averages greater than 3.0 grams per tonne, it is
stockpiled for blending.  Similarly, ore grading lower than 3.0 grams
per tonne that is already broken will be hauled and processed if economically
feasible.





The
walls and back of shrinkage stopes at the mine are supported by rock bolts to
minimize external dilution, which is currently estimated to average 10% to 100%
at zero to 1.5 grams per tonne at zero grade.





Remotely-operated
scooptrams are used to retrieve the residual in-stope ore that is trapped
between the drawpoints, keeping stope recovery at 90-97%. Based upon regular
test work at the mine, a Specific Gravity of 2.8 is utilized in tonnage
estimates on the less sulphide-rich zones; the 2d structure has a measured
density of 2.9.





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
              32


The
Mineral Reserve and Mineral Resource estimates for Claude’s mineral properties
as of December 31, 2008 were prepared under the supervision of  Philip
Ng, B.ENG, M.ENG, P.ENG, VP Mining Operations and Brian Skanderbeg, PGEO, VP
Exploration, both Qualified Persons within the meaning of NI
43-101.





Mineral
Reserves and Mineral Resources at December 31, 2008





Claude Resources Inc. - Mineral
      ReservesProven and Probable ReservesProjects
                                                                                                                                    December
      31, 2008
                                                                                                                                    December
      31, 2007Tonnes
                                                                                                                                    Grade
      (g/t)
                                                                                                                                    ~Ozs
                                                                                                                                    Tonnes
                                                                                                                                    Grade
      (g/t)
                                                                                                                                    ~OzsSeabee
                                                                                                                                    685,700
                                                                                                                                    6.98
                                                                                                                                    154,000
                                                                                                                                    934,100
                                                                                                                                    6.69
                                                                                                                                    201,000Santoy
      7
                                                                                                                                    54,000
                                                                                                                                    7.95
                                                                                                                                    13,800
                                                                                                                                    114,300
                                                                                                                                    6.74
                                                                                                                                    24,800Santoy
      8
                                                                                                                                    177,300
                                                                                                                                    7.02
                                                                                                                                    40,000
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    -Porky
      West
                                                                                                                                    81,400
                                                                                                                                    4.29
                                                                                                                                    11,200
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    -Totals
                                                                                                                                    998,400
                                                                                                                                    6.82
                                                                                                                                    219,000
                                                                                                                                    1,048,400
                                                                                                                                    6.70
                                                                                                                                    225,800Measured and Indicated Mineral
      ReservesProjects
                                                                                                                                    December
      31, 2008
                                                                                                                                    December
      31, 2007Tonnes
                                                                                                                                    Grade
      (g/t)
                                                                                                                                    ~Ozs
                                                                                                                                    Tonnes
                                                                                                                                    Grade
      (g/t)
                                                                                                                                    ~OzsSantoy
      7
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    -Santoy
      8
                                                                                                                                    545,600
                                                                                                                                    8.98
                                                                                                                                    157,500
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    -Porky
      Main
                                                                                                                                    160,000
                                                                                                                                    7.50
                                                                                                                                    38,600
                                                                                                                                    160,000
                                                                                                                                    7.50
                                                                                                                                    38,600Porky
      West
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    90,000
                                                                                                                                    7.33
                                                                                                                                    21,200Totals
                                                                                                                                    705,600
                                                                                                                                    8.64
                                                                                                                                    196,100
                                                                                                                                    250,000
                                                                                                                                    7.44
                                                                                                                                    59,800Inferred
      Mineral ReservesProjects
                                                                                                                                    December
      31, 2008
                                                                                                                                    December
      31, 2007Tonnes
                                                                                                                                    Grade
      (g/t)
                                                                                                                                    ~Ozs
                                                                                                                                    Tonnes
                                                                                                                                    Grade
      (g/t)
                                                                                                                                    ~OzsSeabee
                                                                                                                                    950,000
                                                                                                                                    8.19
                                                                                                                                    250,000
                                                                                                                                    1,020,000
                                                                                                                                    8.09
                                                                                                                                    265,200Santoy
      7
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    -
                                                                                                                                    10,000
                                                                                                                                    10.00
                                                                                                                                    3,200Santoy
      8
                                                                                                                                    391,500
                                                                                                                                    8.08
                                                                                                                                    102,000
                                                                                                                                    910,000
                                                                                                                                    6.10
                                                                                                                                    178,500Porky
      Main
                                                                                                                                    70,000
                                                                                                                                    10.43
                                                                                                                                    23,500
                                                                                                                                    70,000
                                                                                                                                    10.43
                                                                                                                                    23,500Porky
      West
                                                                                                                                    76,000
                                                                                                                                    6.39
                                                                                                                                    15,600
                                                                                                                                    130,000
                                                                                                                                    5.00
                                                                                                                                    20,900Totals
                                                                                                                                    1,487,500
                                                                                                                                    8.17
                                                                                                                                    391,100
                                                                                                                                    2,140,000
                                                                                                                                    7.14
                                                                                                                                    491,300





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





(a)
            A
      block cut-off grade averaging 5.1 grams per tonne for Seabee, 4.2 grams
      per tonne for Santoy 7 and Santoy 8 and 3.6 grams per tonne for Porky is
      applied to Mineral Reserves. This is the operating break-even grade at a
      gold price of CDN $1,000 per ounce;


(b)
            External
      dilution is estimated to range from 10%-100% at zero to 1.5 grams per
      tonne at zero grade;


(c)
            Historic
      stope recovery is between 90-97%;


(d)
            A
      Specific Gravity of 2.8 to 2.9 is utilized in tonnage
      estimates;


(e)
            Mineral
      Resources do not have a demonstrated economic
  viability.





Madsen
Properties





The
Madsen properties comprise six contiguous claim blocks totaling approximately
10,000 acres (4,000 hectares) located in the Red Lake Mining District of
northwestern Ontario.  The properties are the Buffalo, Starratt-Olsen,
Aiken-Russett, Redaurum, Hagar Option, and the Madsen property.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              33




The
above properties are collectively referred to as the “Madsen properties”.
Included on the southwestern part of the Madsen properties is the Madsen gold
mine and mill. Claude acquired the properties through its acquisition of Madsen
Gold Corp. in 1998.





Claude
and Goldcorp signed an option agreement (the “Option Agreement”) on the Madsen
properties dated December 15, 2000. The option allowed Goldcorp to earn a 55%
working interest in the Madsen property, Starratt-Olsen property, Aiken-Russet
property and Hager Option property by spending $8.2 million on exploration and
delivering a bankable feasibility study prior to the fifth anniversary of the
Option Agreement. The Option Agreement was amended effective January 1, 2002
whereby Goldcorp then had until December 15, 2006 to earn the 55% working
interest in the Madsen property under the same terms and conditions as described
above.





With
Goldcorp unable to meet the terms of the Option Agreement, Claude regained
control of the exploration project effective September 1, 2006.  The
Company immediately began to prepare for dewatering of the shaft to facilitate
underground drilling - with the initial focus on drilling extensions of the
historic high grade No. 8 zone plus other zones.  Preparation also
began on a surface drill program that will pursue historic targets including
those developed by Goldcorp.





The
Company considers the Madsen properties to be an advanced exploration stage
project. Although the Madsen mine is a former gold producer, the Company has not
to date conducted enough exploration or prepared a feasibility study to
determine if the Madsen properties contain any economic ore reserves. Therefore,
the current operations on the properties consist of an exploratory search for
mineable deposits of ore.





Location
and Access





The
Madsen properties are located in the Red Lake Mining District of northwestern
Ontario approximately ten kilometres southwest of the town of Red Lake. Access
to the property is via Ontario Highway 618 to a number of both paved and gravel
roads. An all-weather road from Highway 618 leads directly to the headframe of
the Madsen mine.





MADSEN
PROPERTIES








Claude
      Resources Inc. – 2008 Annual Information
      Form
              34





How
Acquired





Claude
acquired the Madsen mine and the other properties comprising the Madsen
properties through the takeover of Madsen Gold Corp., then a publicly traded
company, in 1998. The Company’s ownership of each property is listed in the
table below:





Property
            Claude’s
      Ownership PercentageMadsen
      mine
            100%Starratt-Olsen
            100%Aiken-Russett
            100%
              The
      property is subject to a 2% Net Smelter Return Royalty, to a maximum of
      $2.0 million, held by previous property holders United Reef Limited and
      Canhorn Mining Corporation.Hagar
      Option
            100%Redaurum
            25%
              The
      property is subject to a 0.4% NSR Royalty in favour of Redaurum
      Limited.Buffalo
            100%.





Regional
and Property Geology





The
Red Lake District is situated at the western end of the Archean Uchi Subprovince
which comprises a series of metasedimentary and metavolcanic rocks essentially
surrounded by granitic and gneissose rocks. Several volcanic cycles have been
distinguished in the area, evolving from ultramafic, through mafic and
intermediate phases to a felsic cycle with abundant clastic and chemical
metasediments. The rocks trend northeast and are affected by regional and local
scale folding accompanied by restricted zones of intense shearing.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              35




The
Madsen mine, when operational, worked a series of stacked, en echelon ore lenses
consisting of gold-bearing pyritic shoots with subordinate pyrrhotite and
arsenopyrite. The mineralization is hosted within two parallel micaceous units
termed the Austin and McVeigh "tuffs". These tuffs are interpreted to be an
alteration/deformation corridor within basalts, with pillowed through
volcaniclastic facies. The alteration corridor occurs at the contact of the
underlying Balmer assemblage with the much younger Confederation assemblage. The
host rocks dip to the southeast. The McVeigh horizon lies approximately 90
metres to the north of the Austin tuff. The latter was the most prolific
producer in the past. Workings extended to a depth of 1,275 metres and the
mineralized zone has been traced for 2,308 metres along strike.





The
McVeigh tuff contains variably altered, auriferous pyrite-bearing lenses that
occur within the Flat Lake-Howey Bay deformation zone hosted by massive and
pillowed basalts overlain by a thin mafic to ultramafic sill, highly altered
mafic volcanic and volcaniclastic rocks (the Austin tuff) and a quartz feldspar
porphyry that marks the base of the Confederation assemblage. The mineralization
is semi-conformable to stratigraphy and dips at a slightly steeper angle than
the host formations.





High-grade
gold pods were also historically worked at depth in a zone of highly altered
ultramafic rocks, in the footwall of the main mine workings. Some of this
high-grade mineralization (No. 8 zone) occurs in blue quartz veins near the
contact of an altered basalt with an ultramafic unit. This mineralized contact
is located stratigraphically below the main sulfide replacement mineralized
zones on the north side of the shaft, approximately 600 metres in the
footwall.





History
and Previous Work





The
Madsen property was originally owned by Madsen Red Lake Gold Mines Ltd. ("Madsen
Red Lake").  Madsen Red Lake commenced production from the mine in
1938 at 272 tonnes per day and increased production to 726 tonnes per day in
1949.  From 1966 to 1974, production gradually decreased as the last
five years of Madsen Red Lake’s ownership averaged production of 363 tonnes per
day at a grade of 8.38 grams per tonne. Gold production fell from 44,497 ounces
in 1971 to 29,163 ounces in 1973. Total production by Madsen Red Lake from 1938
to 1974 totaled 7.25 million tonnes at an average grade of 9.93 grams per tonne,
or over 2.4 million ounces of gold.





In
1974, the mine was acquired by Bulora Corporation Ltd. (“Bulora”). Bulora
continued production until June 1976 when the mine was closed due to a lack of
new development and millfeed. The operation was petitioned into bankruptcy and
was purchased from Bulora’s trustee by Madsen-Rowland Mines Ltd.
(“Madsen-Rowland”). Noranda Exploration Limited (“Noranda”) optioned the
property from Madsen-Rowland. Noranda re-estimated the now flooded mine’s
reserves and conducted a limited surface drill program before allowing their
option to expire.





In
1988, Madsen Gold Corp. acquired the Madsen property from Madsen-Rowland. Madsen
had acquired the adjacent Buffalo property in the prior
year.  Subsequent to these acquisitions, Madsen acquired interests in
the other Madsen properties referred to previously.





Madsen
initiated a nine hole surface drill program totaling approximately 1,200 metres
to test identified lenses of gold mineralization above the 2nd level in the 2-30
area near the 2-30 raise.  A second surface drill program totaling
1,310 metres was carried out in 1990. That program discovered further gold
mineralization in the McVeigh zone that the previous operators had largely
ignored.





In
January 1993, Madsen engaged Watts, Griffis and McOuat, consulting geologists
and engineers ("WGM") to check the ore reserves at the Madsen mine.  A
subsequent review was carried out in December 1996 by Micon International Inc.
("Micon").





Madsen
reopened the mine and carried out limited mining operations before placing the
mine on a care and maintenance basis in November 1997. Before the suspension of
mining operations, Madsen processed 46,000 tonnes of ore at an average grade of
3.63 grams per tonne. The overall mill grade was substantially below Madsen’s
expectations. Production came from stoping and development on various ore
lenses, including 12,800 tonnes grading 3.95 grams per tonne from the Austin
Tuff. The Austin Tuff material was of a lower grade than predicted due to
excessive internal dilution and geological problems. Highly diluted development
muck from the McVeigh tuff was included in the total production figures that
contributed to the lower overall grade. Study of development face assays
demonstrated that continuous, high grade lenses actually occurred as predicted
from detailed drilling; however, the development muck passed to the mill
included 50% or more dilution.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              36


Claude
resumed exploration at the mine following its acquisition of Madsen in 1998.
Claude conducted surface and underground exploration drilling in order to verify
extensions of known gold zones which remained open at depth and along strike as
well as to identify new sources of higher grade ore. Claude also conducted a
small exploratory drill program at the Buffalo property. The Madsen mine was
dewatered and shaft refurbishment was completed through the 12th level.
Air, water and electrical services were installed to the seventh level and
mining in the old workings was restarted in June of 1998. The mill was started
in July of 1998, but low gold prices and small, marginal grade stopes did not
provide economic feedstock at 500 tonnes per day and the Madsen mine was not
brought back into commercial production. The Madsen mine processed 209,357
tonnes of ore at a mill feed grade of 4.15 grams per tonne from July of 1998 to
September of 1999 to produce 25,208 ounces of gold. Mining and mill operations
were suspended on October 31, 1999 to enable Claude to undertake further
exploration programs in an attempt to define economically mineable reserves at
the Madsen mine.





In
order to provide additional mill feed, Claude had commenced a surface
exploration program on a largely untested section of the parallel McVeigh
structure and based on encouraging drill results, established a portal and ramp
to access the McVeigh mineralized system in October of 1998. While Claude was
successful in discovering and developing mineralized shoots in the upper two
levels of the McVeigh zone, it was not enough to provide economic feedstock for
the mill at that time.





Claude
retained A.C.A. Howe in early 2000 to undertake a review of the property’s
Mineral Resource estimates. Working with mine personnel, A.C.A. Howe completed a
Mineral Reserve/Resource review for the Madsen mine. However, in the absence of
additional exploration and data, the mine estimates are not considered to be
reserves and will require additional exploration work in order to determine the
economic potential of the mine.





After
optioning the properties from Claude, Goldcorp initiated an exploration program
at the mine in 2001. They drilled 8 holes totaling 8,568 metres to establish the
mafic-ultramafic stratigraphy north of the Madsen mine and to test a segment of
the up-plunge projection of the high grade No. 8 zone as hosted by the
mafic-ultramafic rock suite. The 2001 program encountered predictable
stratigraphy, strong alteration and four zones containing elevated gold
values.





In
2002, Goldcorp’s exploration emphasis shifted to the mafic-ultramafic complex
approximately three kilometres north of the Madsen mine.  Goldcorp
geologists identified a very strong alteration zone with coincident geochemical
and geophysical anomalies aligned on crosscutting structures as determined by
digital terrain modeling.  Goldcorp interprets this group of targets
to the north of the Madsen mine as lateral or stratigraphic equivalents of the
high grade No. 8 zone.  Seventeen drill holes totaling 10,643 metres
tested the three northernmost targets at a reconnaissance scale (250-metre
centers).  As reported in a March, 2003 press release, Goldcorp
intersected high grade gold values over narrow widths with this
drilling.





In
2003, Goldcorp drilled 49 holes totaling 29,047 metres on six targets in the
Madsen area.  Most of the drilling targeted a high-grade,
quartz-tourmaline vein swarm known as the ‘Treasure Box’.  Most of the
veinlets encountered had visible gold present and returned assays from one to
116 grams per tonne over widths generally less than 0.30
metres.  Infill drilled on 50-metre centers, the vein swarm showed
good continuity.





During
the first half of 2004, Goldcorp concentrated its efforts in the Russet North
area, drilling 27 holes for a total of 5,012 metres.  Key activities
included infill drilling of the “Treasure Box” and reconnaissance drilling of a
similar structure 1,000 metres to the southwest called “Anomaly
2”.  Both of these targets appear associated with mafic/ultramafic
contacts occurring as swarms of high-grade, narrow quartz-tourmaline
veinlets.   Concurrent with this drilling, Goldcorp geologists
continued to develop the Datamine 3D model for the Madsen
property.   This modelling identified 19 separate targets
requiring follow-up.





During
the second half of 2004, Goldcorp drilled 14 holes totalling 5,315
metres.  The primary target was the “Fork” area, approximately one
kilometre southwest of the Madsen mine.  Drilling of this target
resulted in the discovery of three new mineralized zones that appear visually
similar to the No. 8 zone.  Intersected at shallow depths, these zones
are interpreted to be the upper portions of a high-grade mineralized
system.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              37


By
year-end of 2004, Goldcorp had met its exploration expenditure requirement of
$8.2 million for the Madsen property.  Goldcorp’s remaining obligation
to vest in the Madsen Joint Venture was to deliver a bankable feasibility study
by year-end 2006.  As the exploration results to that date were not
sufficient to provide the support necessary for this feasibility study, Goldcorp
ceased exploring on the property in 2005.  Claude regained control of
the Madsen property in September 2006.
 
 In
early 2007, a detailed drill program was initiated at the Treasure Box, 2.4
kilometres north of the Madsen mine complex.  Previous drilling by
Placer Dome had outlined a moderately steep, north-dipping, quartz-tourmaline
sheeted vein system that hosts significant visible gold.  Of the 27
holes, 21 returned 80 intercepts grading from 2.0 to 116.0 grams per tonne,
typically over 0.3 metre widths.  In 2007, Claude completed 51 holes
totaling 13,300 metres, testing the system to depths in excess of 350
metres.  Results included composite intervals of 16.66 grams per tonne
over 1.80 metres, 12.08 grams per tonne over 6.05 metres and 9.06 grams per
tonne over 3.55 metres.  The mineralized vein system was intercepted
over a strike length of 165 metres, although high-grade intercepts appear to
have relatively limited continuity.
 
 Subsequent
to the Treasure Box program, drilling prioritized testing the contacts of the
main ultramafic body for the up-plunge expression of high grade Zone 8
mineralization.  This zone was discovered and mined in the 1970’s on
the 22nd to
27th
level.  It is characterized by quartz veining and flooding associated
with tremolite-talc altered mafic/ultramafic rocks and has many similarities to
other high grade deposits in the Red Lake area, notably at Goldcorp’s Red Lake
Mine Complex.
 
 In
the Russett South area, a 22 hole drill program tested 600 metres of the
mafic/ultramafic contact.   The program resulted in the discovery
of significant gold mineralization, 29.08 grams per tonne over 2.0 metres, that
is open at depth and along strike to the south. Six hundred metres south of the
Russett South area, the Company drilled 19 holes for 10,600 metres testing the
Fork Zone target area.  The program expanded the strike length of
mineralization to 270 metres, intercepting mineralization ranging from 2 to 13
grams per tonne over 1.0 metre to 2.0 metre widths.  The results were
consistent with those reported by Goldcorp in 2003. Gold mineralization within
the Fork Zone comprises sulphidized quartz-veins variably associated with
actinolite-biotite-garnet altered basalt in proximity to the ultramafic
contact.  Mineralization remains open along strike in both directions
and down plunge.
 
 Recent
Exploration Results
 
 At
the Madsen Mine property in the Red Lake camp, 47,210 metres of surface drilling
were focused on testing two advanced targets and four grassroots targets. During
2008, exploration drilling continued to test the Fork Zone target. The Fork Zone
is located mid-way between the Starratt-Olsen and Madsen mines.  The
target comprises two sub-parallel, moderately, southeast-dipping shear systems
that host southwest plunging ore-shoots. Fifty-five drill holes were completed
during the year, with the potential of the system highlighted by drill
intercepts including 17.32 grams per tonne over 10.33 metres and 31.03 grams per
tonne over 2.70 metres. The mineralized shear system has been intercepted over a
strike length in excess of 450 metres and remains open along strike and at
depth.
 
 At the Starrett Olsen mine the potential
of the footwall environmentwas demonstrated during 2008 by the discovery
of several, narrow high-grade vein systems that returned intercepts of 185.62
grams per tonne over 0.41 metres, 26.85 grams per tonne over 0.58 metres and
21.25 grams per tonne over 1 metre.  The mineralized structures
hosting the intercepts are between 100 and 250 metres in the footwall of the
Starratt Olsen historic infrastructure and show strong similarities to the
historic 8 Zone style mineralization.
 
 In
addition to the advanced targets, Claude also tested four grassroots and/or
conceptual targets during 2008. The Russett South, Hasaga Shoots, Polymetallic
and 8 Zone up-plunge targets were tested with 16 holes for 11,380 metres.
Drilling of the Russett South, Hasaga and the Polymetallic zones failed to
produce any significant assays – further testing of these zones will be
deferred. Results from the 8 Zone up-plunge program have warranted further
testing in 2009.
 
 In
conjunction with surface exploration activities, rehabilitation and dewatering
of the Madsen mine shaft was initiated in July of 2007 and is proceeding as
planned.  Access to the 10th level,
as a platform for exploration drilling was achieved during the third quarter of
2008 and Phase I of the underground drill program was initiated in
December.  The primary target of the underground program is the plunge
and strike continuity of the 8 Zone.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              38


Madsen Property Future Work
Programs
 
 In
2009, the drill program plans to complete 22,000 metres of underground drilling
on the 8 Zone plunge and strike extensions as well as 10,500 metres of surface
drilling on the Fork Zone, Starratt Olsen Footwall and the 8 Zone up-plunge
targets.
 
 De-watering
of the Madsen shaft to provide underground access for drilling extensions of the
8 and other zones will continue throughout 2009. At December 31, 2008, the water
level was approximately 28 metres below the 12th
level.
 
 Mine Details
 
 Madsen purchased the 750 tonne per day
Dona Lake mill, including the semi-autogenous grinding and carbon-in-pulp
circuits, from Placer Dome in 1994. In 1996, Madsen transported the various
modules to Red Lake and erected the mill on a new site immediately south of the
Madsen headframe.
 
 The mill consists of a single stage
crushing circuit and a two stage grinding circuit, which is then followed by
cyanide leaching.  The leached gold is collected in a carbon-in-pulp
circuit which is subsequently stripped using mild caustic and collected on
stainless steel mesh cathodes by electrowinning.  The product from
electrowinning is refined into dore bars in an induction
furnace.  Ontario Hydro supplies power via overhead lines at 44KV to a
step-down transformer on the Madsen property.
 
 As required by regulatory authorities,
the Company has provided letters of credit as security for reclamation related
to the Madsen properties in the amount of $0.7 million.  As security
for these letters of credit, the Company has provided investment certificates in
the same amount.
 
 Tartan Lake
Property
 
 Tartan Lake is a 6,675 acrepropertylocated in northwestern Manitoba about
12 kilometres northeast of Flin Flon. The property consists of 20 claims, three
quarry leases and contains the Tartan Lake mine, a former gold operation that
produced 48,000 ounces of gold before production was suspended in
1989.
 
 The property also contains a mill and
tailings pond. Although the mill and equipment are currently mothballed, the
tailings pond is fully permitted. Since the property is located in close
proximity to Claude’s Amisk-Laural Lake properties, the present mill could be
refurbished and used to process ore transported from Amisk Lake or other
properties nearby.
 
 How Acquired
 
 In 1998, Claude acquired the property,
mill and equipment at Tartan Lake from Vista Gold Corp, an arms-length public
company, in exchange for 999,444 common shares of Claude. The acquisition
included a 440 tonne per day mill, mining equipment and related parts, all
related mine operating infrastructure, a permitted tailings pond and 6,675 acres
of mineral and land leases in the area. Claude owns 100% of the property and
there are no underlying royalties.
 
 Location and Access
 
 Access to the property is via road from
Flin Flon, approximately 12 kilometres southwest of the
property.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              39




TARTAN
LAKE PROPERTY LOCATION














Regional
and Property Geology





The
Tartan Lake deposit is a mesothermal lode gold deposit of Aphebian age. The
region is underlain by the Tartan Lake Gabbroic Complex. The mineralization on
the property occurs within quartz-tourmaline veins hosted by a gabbroic complex
in contact with intermediate to mafic volcanic rocks of the Amisk group. The
mineralizing system is dominated by early quartz-tourmaline veins that have been
reactivated by a subsequent shearing event with attendant offset and quartz
flooding. Mineralization in these zones is associated with shear zones
transecting the Tartan Lake Gabbroic Complex and all have some outcrop exposure.
Gold appears to be focused near the intersection of crosscutting vein
sets.





Exploration
History





Gold
was first discovered in the Tartan Lake area in 1931. Between 1931 and 1947,
previous operators completed several trenches and drill holes on what are now
referred to as the South, West Baseline, East Baseline and Ruby Lake
zones/showings. The Main zone, which is the largest deposit discovered on the
property to date, was discovered by Granges Inc. in 1984 by drilling a VLF
conductor.





The
deposit was brought into production by Granges Inc. in 1987. A decline was
driven to the 315 metre level between the Main zone and the South zone,
providing access to both. A drift was started to access the Southeast zone but
was stopped 75 metres from the zone due to the suspension of mining. Ore was
mined using undercut-and-fill and cut-and-fill methods, and hauled to surface by
trucks and stockpiled for milling with equipment on site.





The
mine produced 48,000 ounces of gold during its 2.5 years of operation. All
underground workings such as ventilation, electrical and pumping systems were
removed and the workings were allowed to flood in 1993, but sporadic exploration
continued from surface in an attempt to define additional mineable reserves. The
Southeast zone was discovered under Tartan Lake and, in 1995, drill testing
discovered the West zone.





In
July of 1998, an exploration crew employed by Claude visited the Tartan Lake
minesite and remapped the host structures observed on surface. This program
focused on the structural setting and style of mineralization.  In
2002, field crews selectively mapped and explored for lode structures near the
minesite.  In 2003, mapping crews traced a strong shear system west of
the mine workings for over one kilometer of strike length.  Follow-up
diamond drilling confirmed the presence of strong shearing to the west and
produced an encouraging intersection from the West zone.  In 2004,
permitting was granted to dewater the mine to the 280-metre level at which a
diamond drill station will be established.  From this location, the
Company began a 4,500-metre drill program to evaluate the West
zone.   This program has been halted pending further
review.


Claude
      Resources Inc. – 2008 Annual Information
      Form
              40




Two holes were drilled in 2005 for a
total of about 860 metres of core, to test the western extension of the main,
west, and south zones. A 2.70 metre wide intersection with 11.30 grams per tonne
of gold was encountered in a weakly sheared and silicified zone in the first
hole, and weak tourmaline-quartz-carbonate altered andesite with elevated gold
values were intersected from the second hole.
 
 In 2006 the Tartan property was put on
care and maintenance.
 
 In September 2008, the Company announced
that it had entered into an agreement to sell the Tartan Lake and Amisk Lake
properties (see September 22, 2008 release:Claude Resources
Sells Tartan Lake Mine Property).  The closing of this
agreement is contingent upon regulatory approval.
 
 Amisk-Laural
Lake Property
 
 The Amisk-Laural Lake property, totaling
12,100 hectares, is a gold exploration property located in the province of
Saskatchewan 20 kilometres southwest of Flin Flon, Manitoba. The property
consists of 85 mineral dispositions in the Amisk Lake area. Through an option
agreement with property owners Husky Energy Inc. (“Husky”) and Cameco
Corporation (“Cameco”), Claude has earned a 35% participatory interest in the
property and can earn up to a 70% interest in the property.  Some of
the mineral dispositions have immaterial Net Profits Interest
royalties.
 
 The property is at the exploration stage
and is currently without economic ore reserves. Therefore, the current
operations on the properties consist of an exploratory search for mineable
deposits of ore.
 
 Location and Access
 
 The property lies within Saskatchewan
near the border with Manitoba. The nearest town is Flin Flon, Manitoba, which is
approximately 20 kilometres to the northeast. Access is via bush plane from La
Ronge or by road from La Ronge or Flin Flon through a series of paved and gravel
roads.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                41


AMISK/TARTAN
LOCATION







How
Acquired





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





In
October of 1995, Claude entered into an option agreement (the "Amisk Lake Option
Agreement") with Husky and Cameco, whereby it may earn and acquire a 35%
participating interest in the Amisk Joint Venture by spending an aggregate of
$2.5 million on the property by October, 1999 and an additional 35%
participating interest by spending a further $14.0 million by October, 2005, or
by bringing the property into commercial production within three months after
October, 2005. At any time after Claude has earned its initial 35% participating
interest, it may present a feasibility study to Cameco and Husky that will
become an "Approved Development Program" upon its approval by Cameco and Husky.
Upon such approval, each of Cameco and Husky must elect to participate in the
project and repurchase a 5% interest in the property at a predetermined price of
$2,357,500 or sell its 15% interest to Claude for $800,000.





To
date, Claude has spent approximately $3.4 million on this property and thereby
has qualified to receive an initial 35% participating interest under the Amisk
Lake Option Agreement.





Regional
and Property Geology





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





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
                42


Previous
Exploration History





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





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





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





Late
in 2002, the Company initiated discussions with Cameco on the status and future
direction of the Amisk/Laural Lake project.  The narrow discontinuous
nature of the stockwork veins recorded during the summer of 2002 effectively
undermined the Company’s confidence in the deposit’s mineral
resource.   Similar continuity problems were reported during
Cameco’s bulk sampling program in 1989.  With the integrity of the
underlying resources in question, Claude’s management deems it prudent to
revisit the earn-in schedule of the option agreement.  The Company’s
options include triggering the joint venture and/or renegotiating the option
under terms that more accurately reflect the property value.





Recent
Exploration Results





There
has been no field work done since 2003.





In
September 2008, the Company announced that it had entered into an agreement to
sell the Tartan Lake and Amisk Lake properties (see September 22, 2008 release:
Claude Resources Sells Tartan
Lake Mine Property). The completion of this transaction is contingent
upon receipt of regulatory approval.





Other Mineral
Properties





The
Company currently holds interests in other exploration properties located in
northern Saskatchewan.  The majority of these properties are in close
proximity to the Company’s core property, the Seabee mine.  The
Company considers these properties to be secondary to those described above and
has planned little or no expenditures on these properties in the foreseeable
future.  None of these properties contain any known economic body of
ore.  As the properties remain in good standing, Management intends to
retain their interest and will re-evaluate their exploration plans for them as
market conditions warrant and as funds become available.





Sampling and Analysis of
Exploration Drill Holes





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





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
                43


Once
the drill hole has been logged and marked for assay, the core is transferred to
the core splitting facility and the selected sections are split by an electric
pneumatic splitter (in rare cases a saw is used), bagged and sealed using strict
cleanliness guidelines.  These sealed and labeled bags are then put
into large tubs or sacks that are then sealed with security tags for transport
to the approved offsite laboratory.





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





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





Security of
Samples





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





3.4  Statement
of Reserves Data and Other Oil and Natural Gas Information





The
statement of reserves data and other oil and gas information presented below
(the “Statement”) is dated December 31, 2008.  The effective date of
the Statement is December 31, 2008, with a preparation date of February 23,
2009.  In accordance with the requirements of NI 51-101, the Report on
Reserves by Independent Qualified Reserves Evaluator in Form 51-101F2 and the
Report of Management and Directors on Reserves Data and Other Information in
Form 51-101F3 are attached as Schedules A and B hereto,
respectively.





During
the year, the following transactions impacted the information reported
below:





•
            During
      the second quarter of 2008, in exchange for one third of the Company’s
      working interest in its Alberta oil and natural gas assets, the Company
      eliminated the 70 percent overriding royalty on its Alberta oil and
      natural gas assets.  As such, working interest percentages for
      the Company’s Alberta assets noted below have been reduced by one third
      compared to the prior year.


•
            During
      the fourth quarter, Claude sold its working interest in the Edson Gas Unit
      No. 1 and the Edson Gas Plant.





Reserves
Data





The
Annual Economic Evaluation Reports of Claude’s oil and natural gas interests in
Alberta and Saskatchewan set forth below have been prepared by Sproule
Associates Limited, Calgary, Alberta with an effective date of December 31,
2008.  The reserves data summarized in these evaluations summarizes
the Company’s oil, natural gas liquids (ngls) and natural gas reserves and the
net present values of future net revenue for these reserves using forecast
prices and costs.  Disclosure presented below conforms to the criteria
defined in National Instrument 51-101 - Standards of Disclosure for Oil and Gas
Activities (“NI 51-101”).  The Company engages Sproule Associates
Limited to provide an evaluation of 100% of our proved and proved plus probable
reserves.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                44


All
of the Company’s reserves are located in Canada; specifically, in the provinces
of Alberta and Saskatchewan.





Data
presented in the following tables contains estimates of future net revenue; it
should not be assumed that such estimates represent the fair market value of the
reserves.  There is no assurance that the forecast price and cost
assumptions will be attained and variances could be material.  There
is no guarantee that the estimated reserves presented herein will be
recovered.  Actual oil, natural gas and natural gas liquid reserves
may be greater or less than their estimates provided
below.  Additional information as to risks involved is presented
within the “Risk Factor” section.








SUMMARY
OF OIL AND GAS RESERVES


AND
NET PRESENT VALUES OF FUTURE NET REVENUE


AS
OF DECEMBER 31, 2008


FORECAST
PRICES AND COSTS






Natural
      GasLight
      and Medium
                                                                          
                                                                          
                                                                          (non-associated
      &
                                                                          Natural
      Gas
                                                                          Natural
      GasOil
                                                                          Heavy
      Oil
                                                                          associated)
                                                                          (solution)
                                                                          LiquidsReserve
      Category
                                                                          Gross
                                                                          Net
                                                                          Gross
                                                                          Net
                                                                          Gross
                                                                          Net
                                                                          Gross
                                                                          Net
                                                                          Gross
                                                                          Net(Mbbl)
                                                                          (Mbbl)
                                                                          (Mbbl)
                                                                          (Mbbl)
                                                                          (MMcf)
                                                                          (MMcf)
                                                                          (MMcf)
                                                                          (MMcf)
                                                                          (Mbbl)
                                                                          (Mbbl)Proved
      Developed Producing
                                                                          430.3
                                                                          350.2
                                                                          0
                                                                          0
                                                                          15
                                                                          14
                                                                          216
                                                                          188
                                                                          31.3
                                                                          21.9Proved
      Developed Non-Producing
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0Proved
      Undeveloped
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0
                                                                          0Total
      Proved
                                                                          430.3
                                                                          350.2
                                                                          0
                                                                          0
                                                                          15
                                                                          14
                                                                          216
                                                                          188
                                                                          31.3
                                                                          21.9Probable
                                                                          179.4
                                                                          135.4
                                                                          0
                                                                          0
                                                                          4
                                                                          4
                                                                          94
                                                                          74
                                                                          11.2
                                                                          7.8Total
      Proved Plus Probable
                                                                          609.7
                                                                          485.6
                                                                          0
                                                                          0
                                                                          19
                                                                          18
                                                                          310
                                                                          262
                                                                          42.4
                                                                          29.7





The
following tables provide the net present value of the future net revenue of the
above proved and probable reserves, estimated using forecast prices and costs,
before and after deducting future income tax expense, estimated without discount
and using a discount rate of 5%, 10%, 15% and 20%:





Net
      Present Value of Future Net RevenueBefore
      Income Taxes Discounted at (% / year)0%
                                
                                
                                
                                5%
                                
                                
                                
                                10%
                                
                                
                                
                                15%
                                
                                
                                
                                20%Reserves
      Category
                                
                                
                                ($000)
                                
                                
                                
                                ($000)
                                
                                
                                
                                ($000)
                                
                                
                                
                                ($000)
                                
                                
                                
                                ($000)Proved
      Producing
                                
                                
                                11,922
                                
                                
                                
                                8,117
                                
                                
                                
                                6,004
                                
                                
                                
                                4,714
                                
                                
                                
                                3,864Proved
      Non-Producing
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0Proved
      Undeveloped
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0Total
      Proved
                                
                                
                                11,922
                                
                                
                                
                                8,117
                                
                                
                                
                                6,004
                                
                                
                                
                                4,714
                                
                                
                                
                                3,864Total
      Probable
                                
                                
                                5,687
                                
                                
                                
                                2,367
                                
                                
                                
                                1,227
                                
                                
                                
                                740
                                
                                
                                
                                492Total
      Proved Plus Probable
                                
                                
                                17,609
                                
                                
                                
                                10,484
                                
                                
                                
                                7,231
                                
                                
                                
                                5,454
                                
                                
                                
                                4,356


Claude
      Resources Inc. – 2008 Annual Information
      Form
                45


Net
      Present Value of Future Net RevenueAfter
      Income Taxes Discounted at (% / year)0%
                                    
                                    
                                    
                                    5%
                                    
                                    
                                    
                                    10%
                                    
                                    
                                    
                                    15%
                                    
                                    
                                    
                                    20%Reserves
      Category
                                    
                                    
                                    ($000)
                                    
                                    
                                    
                                    ($000)
                                    
                                    
                                    
                                    ($000)
                                    
                                    
                                    
                                    ($000)
                                    
                                    
                                    
                                    ($000)Proved
      Producing
                                    
                                    
                                    8,795
                                    
                                    
                                    
                                    5,959
                                    
                                    
                                    
                                    4,382
                                    
                                    
                                    
                                    3,419
                                    
                                    
                                    
                                    2,786Proved
      Non-Producing
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0Proved
      Undeveloped
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0Total
      Proved
                                    
                                    
                                    8,795
                                    
                                    
                                    
                                    5,959
                                    
                                    
                                    
                                    4,382
                                    
                                    
                                    
                                    3,419
                                    
                                    
                                    
                                    2,786Total
      Probable
                                    
                                    
                                    4,240
                                    
                                    
                                    
                                    1,766
                                    
                                    
                                    
                                    911
                                    
                                    
                                    
                                    545
                                    
                                    
                                    
                                    359Total
      Proved Plus Probable
                                    
                                    
                                    13,035
                                    
                                    
                                    
                                    7,725
                                    
                                    
                                    
                                    5,293
                                    
                                    
                                    
                                    3,964
                                    
                                    
                                    
                                    3,145





TOTAL
FUTURE NET REVENUE


(UNDISCOUNTED)


AS
OF DECEMBER 31, 2008


FORECAST
PRICES AND COSTS





Revenue
                    ($
      000)
                  
                  
                  Royalties
                    ($
      000)
                  
                  
                  Operating
                    Costs
                    ($
      000)
                  
                  
                  Development
                    Costs
                    ($
      000)
                  
                  
                  Well
                    Abandonment
                    Costs
                    ($
      000)
                  
                  
                  Future
      Net
                    Revenue
      Before Income Taxes
                    ($
      000)
                  
                  
                  Income
      Taxes(1)
                    ($
      000)
                  
                  
                  Future
      Net
                    Revenue
      After Income Taxes
                    ($
      000)Proved
      Reserves
                  
                  
                  48,697
                  
                  
                  
                  8,993
                  
                  
                  
                  26,864
                  
                  
                  
                  589
                  
                  
                  
                  328
                  
                  
                  
                  11,922
                  
                  
                  
                  3,127
                  
                  
                  
                  8,795Proved
      Plus Probable
                  
                  
                  77,691
                  
                  
                  
                  15,387
                  
                  
                  
                  43,515
                  
                  
                  
                  777
                  
                  
                  
                  403
                  
                  
                  
                  17,609
                  
                  
                  
                  4,575
                  
                  
                  
                  13,034





(1)The
Company has unutilized tax pools available to reduce income taxes payable for
the foreseeable future.





FUTURE
NET REVENUE


BY
PRODUCTION GROUP


AS
OF DECEMBER 31, 2008


FORECAST
PRICES AND COSTS


Future
      Net
                                            Unit
      ValueRevenue
                                            BeforeReserves
      Category
                                            Production
      Group
                                            Before
                                            Income
      TaxesIncome
      Taxes
                                            (Discounted(Discounted
                                            at
      10%/Year)at
      10%/Year)
                                            ($/boe)(M$)Proved
                                            Light
      and Medium Crude Oil (including solution gas and associated
      by-products)
                                            5,867
                                            14.54Natural
      Gas (including associated by-products)
                                            137
                                            60.57Proved
      Plus
                                            Light
      and Medium Crude Oil (including solution gas and associated
      by-products)
                                            7,052
                                            12.62ProbableNatural
      Gas (including associated by-products)
                                            179
                                            62.51





Claude
      Resources Inc. – 2008 Annual Information
      Form
                46


Pricing
Assumptions








SUMMARY
OF PRICING AND INFLATION ASSUMPTIONS


AS
OF DECEMBER 31, 2008


FORECAST
PRICES AND COSTS





OIL
                  
                  Natural
      Gas
                  
                  Natural
      Gas LiquidsYear
                  WTI
      Cushing
                    Oklahoma
                    ($US/bbl)
                  Edmonton
                    Par
      price
                    400
      API
                    ($Cdn/bbl)
                  Cromer
      Medium 29.30
      API
                    ($Cdn/bbl)
                  
                  Alberta
                    AECO-C
                    Spot
                    ($Cdn
      / MMBTU)
                  
                  Pentanes
                    FOB
                    Fieldgate
                    (CDN$
      / bbl)
                  Butanes
                    FOB
      Fieldgate
                    (CDN$/bbl)
                  Inflation
                    Rate
                  Exchange
                    Rate
                    (US$/
      CDN$)2009(1)
                  53.73
                  65.35
                  58.16
                  
                  6.82
                  
                  66.93
                  51.15
                  2.0
                  0.8002010
                  63.41
                  72.78
                  66.23
                  
                  7.56
                  
                  74.54
                  54.25
                  2.0
                  0.8502011
                  69.53
                  79.95
                  72.76
                  
                  7.84
                  
                  81.88
                  59.59
                  2.0
                  0.8502012
                  79.59
                  86.57
                  79.65
                  
                  8.38
                  
                  88.66
                  64.53
                  2.0
                  0.9002013
                  92.01
                  94.97
                  87.38
                  
                  9.20
                  
                  97.27
                  70.79
                  2.0
                  0.950Thereafter
                  
                  
                  Various
      Escalation Rates





(1)Pricing assumptions for 2009 and thereafter provided by Sproule
Associates Limited, an independent qualified reserves evaluator.





Weighted
average historical prices realized by the Company for its petroleum and natural
gas for the year ended December 31, 2008, were $111.81/Bbl for Oil and ngls and
$10.54/Mcf for Natural Gas.





Reconciliation
of Changes in Net Reserves





The
following table summarizes the changes in the Company’s working interest
reserves, estimated using forecast prices and costs, from January 1, 2008 to
December 31, 2008:




LIGHT
      ANDMEDIUM
      OIL (mmbl)
                          
                          
                          NATURAL
      GAS LIQUIDS (mmbl)
                          
                          
                          NATURAL
      GAS (MMcf)Net
                          
                          
                          
                          
                          
                          
                          
                          
                          Net
                          
                          
                          
                          
                          
                          
                          
                          
                          NetProved
                          
                          
                          
                          
                          
                          
                          
                          
                          Proved
                          
                          
                          
                          
                          
                          
                          
                          
                          ProvedNet
                          
                          
                          Net
                          
                          
                          Plus
                          
                          
                          Net
                          
                          
                          Net
                          
                          
                          Plus
                          
                          
                          Net
                          
                          
                          Net
                          
                          
                          PlusFACTORS
                          
                          Proved
                          
                          
                          Probable
                          
                          
                          Probable
                          
                          
                          Proved
                          
                          
                          Probable
                          
                          
                          Probable
                          
                          
                          Proved
                          
                          
                          Probable
                          
                          
                          ProbableJanuary
      1, 2008
                          
                          
                          599.4
                          
                          
                          
                          225.9
                          
                          
                          
                          825.3
                          
                          
                          
                          157.8
                          
                          
                          
                          34.1
                          
                          
                          
                          191.9
                          
                          
                          
                          6,014.0
                          
                          
                          
                          1,420.0
                          
                          
                          
                          7,434.0Extensions
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Improved
      Recovery
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Technical
      Revisions
                          
                          
                          68.4
                          
                          
                          
                          29.3
                          
                          
                          
                          97.7
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Discoveries
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Acquisitions
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Dispositions
                          
                          
                          (184.0
                          )
                          
                          
                          (72.0
                          )
                          
                          
                          (256.0
                          )
                          
                          
                          (117.4
                          )
                          
                          
                          (22.7
                          )
                          
                          
                          (140.1
                          )
                          
                          
                          (5,493.0
                          )
                          
                          
                          (1,320.0
                          )
                          
                          
                          (6,813.0
                          )NRF
      Factors
                          
                          
                          (15.3
                          )
                          
                          
                          (3.8
                          )
                          
                          
                          (19.1
                          )
                          
                          
                          (1.3
                          )
                          
                          
                          (0.3
                          )
                          
                          
                          (1.6
                          )
                          
                          
                          (8.0
                          )
                          
                          
                          (2.0
                          )
                          
                          
                          (10.0
                          )Production
                          
                          
                          (38.2
                          )
                          
                          
                          -
                          
                          
                          
                          (38.2
                          )
                          
                          
                          (7.8
                          )
                          
                          
                          -
                          
                          
                          
                          (7.8
                          )
                          
                          
                          (282.0
                          )
                          
                          
                          -
                          
                          
                          
                          (282.0
                          )December
      31, 2008
                          
                          
                          430.3
                          
                          
                          
                          179.4
                          
                          
                          
                          609.7
                          
                          
                          
                          31.3
                          
                          
                          
                          11.1
                          
                          
                          
                          42.4
                          
                          
                          
                          231
                          
                          
                          
                          98
                          
                          
                          
                          329


Claude
      Resources Inc. – 2008 Annual Information
      Form
                47


Additional Information Relating to
Reserves Data




Proved
reserves are those reserves that can be estimated with a high degree of
certainty to be recoverable.  It is likely that the actual remaining
quantities recovered will exceed the estimated proved reserves.





Probable
reserves are those additional reserves that are less certain to be recovered
than proved reserves. It is equally likely that the actual remaining quantities
recovered will be greater or less than the sum of the estimated proved plus
probable reserves.





Developed
reserves are those reserves that are expected to be recovered from existing
wells and installed facilities or, if facilities have not been installed, that
would involve a low expenditure (e.g., when compared to the cost of drilling a
well) to put the reserves into production.  The developed category may
be subdivided into producing and non-producing.





Undeveloped
Reserves





Proven Undeveloped
Reserves





Proven
undeveloped reserves are generally those reserves expected to be recovered from
known accumulations where a significant expenditure (e.g., when compared to the
cost of drilling a well) is required to render them capable of
production.  They must fully meet the requirements of the reserves
classification to which they are assigned.  The majority of these
reserves are planned to and or forecasted to be on stream within a two-year time
frame.





Probable Undeveloped
Reserves





Probable
undeveloped reserves are generally those reserves tested or indicated by analogy
to be productive.  Again, the majority of these reserves are planned
to and or forecasted to be on stream within a two-year time frame.





Significant
Factors or Uncertainties





The
process of evaluating reserves is inherently complex.  It requires
significant judgments and decisions based on current geological and engineering
knowledge, techniques and computer software.  Estimates are subject to
change as ongoing development makes available additional data.  The
Company’s reserves have been estimated by Sproule Associates Limited, an
independent qualified reserves evaluator.





The
qualitative certainty levels contained in the proved, probable and possible
definitions are applicable to individual reserves entities, which refers to the
lowest level at which reserves estimates are made, and to reported reserves,
which refers to the highest level sum of individual entity estimates for which
reserve estimates are made.





Reported
total reserves estimated by deterministic or probabilistic methods, whether
comprised of a single reserves entity or an aggregate estimate for multiple
entities, should target the following levels of certainty under a specific set
of economic conditions:





There
is a 90% probability that at least the estimated proved reserves will be
recovered.





There
is a 50% probability that the sum of the estimated proved reserves plus probable
reserves will be recovered.





There
is a 10% probability that at least the sum of the estimated proved reserves plus
probable reserves plus possible reserves will be recovered.





A
quantitative measure of the probability associated with a reserves estimate is
generated only when a probabilistic estimate is conducted.  The
majority of reserves estimated will be performed using deterministic methods
that do not provide a quantitative measure of probability.  In
principle, there should be no difference between estimates prepared using
probabilistic or deterministic methods.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                48


Additional
clarification of certainty levels associated with reserves estimates and the
effect of aggregation is provided in Section 5.5.3 of the Canadian Oil & Gas
Evaluation Handbook (“COFEH”).  Whether deterministic or probabilistic
methods are used, evaluators are expressing their professional judgment as to
what are reasonable estimates.





Operating
costs can dramatically affect netback and the amount of capital available for
reinvestment in drilling opportunities.  Higher operating costs
especially affect netback during periods of low commodity prices.





All
of the Company’s Alberta oil and natural gas properties are operated by others;
as such, the Company has little or no control over the operation and future
development of these assets.  The Company relies on the operators to
ensure they are following best industry practices and thereby mitigating
potential risks.





Future
Development Costs





The
following table sets forth the development costs deducted in the estimation of
the future net revenue for the Company’s assets attributable to the reserve
categories noted below:





Forecast
      Prices and CostsProved
      Reserves
                              
                              Proved
      Plus Probable ReservesYear
                              
                              ($
      000)
                              
                              ($
      000)2009
                              
                              108
                              
                              2972010
                              
                              94
                              
                              942011
                              
                              81
                              
                              812012
                              
                              71
                              
                              712013
                              
                              61
                              
                              612014
                              
                              53
                              
                              53Total:
      Undiscounted
                              
                              589
                              
                              777Total:
      Discounted at 10% / year
                              
                              438
                              
                              611





The
net revenues from reserves associated with our assets exceed the estimated
future development costs in all years of the economic forecasts.  As
such, no other sources of revenue will be required to develop the proved and
probable reserves as the Company expects to meet the funding requirements for
future development out of cash flow.





Other
Oil and Natural Gas Information





Oil
and Natural Gas Properties





Claude
produces crude oil, ngls, and natural gas from properties situated in Alberta
and Saskatchewan.  Alberta properties represent 92% of Claude’s gross
oil and ngls reserves (90% of net reserves) and 89% of total production.
Saskatchewan properties represent 8% of Claude’s gross oil reserves (10% of net
reserves) and 11% of total production. Alberta properties represent 100% of
Claude’s natural gas reserves and production.  The Company’s Alberta
oil and gas properties are operated by others.





During
the second quarter of 2008, in exchange for one third of the Company’s working
interest in its Alberta oil and natural gas assets, the Company eliminated the
70 percent overriding royalty on its Alberta oil and natural gas
assets.  As such, working interest percentages for the Company’s
Alberta assets noted below have been reduced by one third compared to the prior
year.





The
following descriptions outline the most significant oil and gas properties in
which Claude has an interest.  Information presented, unless otherwise
stated, is as at December 31, 2008.  The estimates of reserves for
individual properties may not reflect the same confidence level as estimates of
reserves and future net revenue for all properties, due to the effects of
aggregation.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                49




Edson,
Alberta





During
the fourth quarter, Claude sold its working interest in the Edson Gas Unit No. 1
and the Edson Gas Plant.





Nipisi Gilwood Unit No. 1,
Alberta





The
Company holds a 1.82002% interest in the Nipisi Gilwood Unit No. 1 (the "Nipisi
Unit") located 110 kilometres northwest of Edmonton, Alberta. The unit is an oil
field operated by Canadian Natural Resources Limited.  The Nipisi Unit
reserves represent approximately 83% of the Company’s proved oil and ngls
reserves.





The
Nipisi Unit began oil production in 1965 and by 1967 the unit area was developed
on about 320 acres well spacing with 134 wells within the unit area. A
waterflood was implemented in January 1969. An in-fill drilling program with the
goal to reduce the well spacing from 320 acres to 160 acres with a new flood
scheme was initiated in 1983. Three of the four stages of this program were
initiated by 1988 but there are no current plans to implement the fourth
stage.   In 1997, the operator initiated a new project to improve
field efficiencies by drilling new in-fill wells and converting certain
producing wells to injection wells.  The Nipisi Unit contains 405
wells (7.37 net wells) of which 150 (2.73 net wells) have recently
produced.





Claude’s
Production for the year ending December 31, 2008 averaged approximately 80
barrels of crude oil per day (including natural gas liquids). Oil is produced
from the Gilwood sandstone at an approximate depth of 5,600 feet. Production is
currently achieved by primary, secondary and tertiary methods.





Gainsborough,
Saskatchewan





Claude
has a 75% interest in six producing vertical oil wells in the Gainsborough area
of southeastern Saskatchewan (the "Gainsborough Property") and two former
producing wells that have been converted to injector wells. Oil production comes
from two zones in the Frobisher/Alida formation at a depth of 3,500
feet.





During
1996, Claude together with the other partners in the Gainsborough Property,
entered into a Farm-in Letter Agreement with Provident Energy Ltd. ("Provident")
whereby Provident was granted the right to earn a 55% interest in the
Gainsborough Property, excluding the seven vertical wells then producing. In
order to earn its interest, Provident was required to complete a horizontal test
well on the Gainsborough Property. Provident fulfilled its obligations and
earned a 55% interest in the Gainsborough Property, excluding the seven vertical
wells then producing. Subsequently, Provident drilled an additional four
horizontal (three are currently producing) wells in which Claude owns a 33.75
percent working interest.  A fourth horizontal well was successfully
drilled towards the end of 2004.  There has been no further drilling
activity since that time.





Oil
and Natural Gas Wells





The
following table outlines the number and status of wells in which Claude has a
working interest as at December 31, 2008:





Oil
      Wells
                            
                            
                            Natural
      Gas WellsProducing
                            
                            
                            Non-Producing
                            
                            
                            Producing
                            
                            
                            Non-ProducingGross
                            
                            
                            Net
                            
                            
                            Gross
                            
                            
                            Net
                            
                            
                            Gross
                            
                            
                            Net
                            
                            
                            Gross
                            
                            
                            NetAlberta
                            
                            
                            154
                            
                            
                            
                            2.98
                            
                            
                            
                            257
                            
                            
                            
                            4.77
                            
                            
                            
                            3
                            
                            
                            
                            0.25
                            
                            
                            
                            -
                            
                            
                            
                            -Saskatchewan
                            
                            
                            9
                            
                            
                            
                            5.51
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Total
                            
                            
                            163
                            
                            
                            
                            8.49
                            
                            
                            
                            257
                            
                            
                            
                            4.77
                            
                            
                            
                            3
                            
                            
                            
                            0.25
                            
                            
                            
                            -
                            
                            
                            
                            -


Claude
      Resources Inc. – 2008 Annual Information
      Form
                50


Properties
with No Attributed Reserves





As
at December 31, 2008, the Company does not have any interest in unproved
properties nor does it have work commitments on undeveloped land
holdings.  The Company does not expect to explore, develop or exploit
any unproved property within one year.





Forward
Contracts





As
at December 31, 2008, the Company did not have any commitments related to its
future oil and natural gas sales.





Abandonment
and Reclamation Costs





Abandonment
and reclamation costs were estimated and included in our report at the
individual entity level for all wells that were assigned
reserves.  These costs included well abandonment and surface lease
reclamation.  No allowance for salvage value was
included.   No abandonment costs have been estimated for
suspended wells, gathering systems, batteries, plants or processing
facilities.  The Company has estimated gross reclamation costs per
well of $30,000 - based on industry standards.  The Company expects to
incur its share of these costs on 166 gross producing wells.





Abandonment
      and Reclamation
                        
                        Abandonment
      and ReclamationCosts
      Escalated at 2%
                        
                        Costs
      Escalated at 2%Undiscounted
                        
                        Discounted
      at 10%($
      000)
                        
                        ($
      000)Total
      as at December 31, 2008
                        
                        $255,000
                        
                        $26,000Anticipated
      to be paid in 2009
                        
                        -
                        
                        -Anticipated
      to be paid in 2010
                        
                        -
                        
                        -Anticipated
      to be paid in 2011
                        -
                        
                        -





The
total amount of such costs expected to be incurred, calculated without discount
and using a discount of 10% is $255,000 and $26,000,
respectively.  The Company does not expect to pay any reclamation
costs in the next three financial years.





The
Company estimates that the future environmental and reclamation obligations net
of salvage value in respect of our assets will aggregate to approximately $0.3
million, escalated at 2 percent per year.  All of this amount is
reflected in the disclosed reserve data.





Tax
Horizon





The
Company did not pay income taxes for its most recently completed financial year
and does not believe income taxes will be payable for the foreseeable
future.





Costs
Incurred





Capital
expenditures related to the Company’s oil and natural gas properties for the
year ended December 31, 2008 and the year ended December 31, 2007 are summarized
in the following table:





Year
      ended
                      
                      Year
      endedDecember
      31, 2008
                      
                      December
      31, 2007($
      000)
                      
                      ($
      000)Property
      acquisition costs - Unproved properties
                      
                      -
                      
                      -Property
      acquisition costs - Proved properties
                      
                      -
                      
                      -Exploration
      costs
                      
                      -
                      
                      -Development
      costs
                      
                      $268.5
                      
                      $103.3


Claude
      Resources Inc. – 2008 Annual Information
      Form
                  51


Exploration
and Development Activities





For
the year ended December 31, 2008, the Company did not complete any gross or net
exploratory or development oil, natural gas or service wells.





For
details on the Company’s most important current and likely exploration and
development activities, see “Statement of Reserves Data and Other
Oil and Natural Gas Information - Other Oil and Natural Gas Information -Oil and
Natural Gas Properties” in this Annual Information Form.








Production
Estimates





The
following tables set out the production volume for our oil and natural gas
properties estimated for 2008 which is reflected in the estimate of future net
revenue disclosed in the tables contained under “Disclosure of Reserves Data and
Other Oil and Natural Gas Information”.





SUMMARY
OF PRODUCTION VOLUME ESTIMATED FOR 2009


Natural
      GasLight
      and Medium
                                                                                                              
                                                                                                              
                                                                                                              (non-associated
      &
                                                                                                              Natural
      Gas
                                                                                                              Natural
      GasOil
                                                                                                              Heavy
      Oil
                                                                                                              associated)
                                                                                                              (solution)
                                                                                                              LiquidsReserve
      Category
                                                                                                              Gross
                                                                                                              Net
                                                                                                              Gross
                                                                                                              Net
                                                                                                              Gross
                                                                                                              Net
                                                                                                              Gross
                                                                                                              Net
                                                                                                              Gross
                                                                                                              Net(bbls/d)
                                                                                                              (bbls/d)
                                                                                                              (bbls/d)
                                                                                                              (bbls/d)
                                                                                                              (Mcf/d)
                                                                                                              (Mcf/d)
                                                                                                              (Mcf/d)
                                                                                                              (Mcf/d)
                                                                                                              (bbls/d)
                                                                                                              (bbls/d)Proved
      Producing
                                                                                                              94.0
                                                                                                              77.0
                                                                                                              -
                                                                                                              -
                                                                                                              8.2
                                                                                                              8.2
                                                                                                              43.8
                                                                                                              38.4
                                                                                                              5.8
                                                                                                              4.1Total
      Proved
                                                                                                              94.0
                                                                                                              77.0
                                                                                                              -
                                                                                                              -
                                                                                                              8.2
                                                                                                              8.2
                                                                                                              43.8
                                                                                                              38.4
                                                                                                              5.8
                                                                                                              4.1Total
      Proved Plus Probable
                                                                                                              95.3
                                                                                                              78.1
                                                                                                              -
                                                                                                              -
                                                                                                              8.2
                                                                                                              8.2
                                                                                                              43.8
                                                                                                              38.4
                                                                                                              5.8
                                                                                                              4.1








The
Company’s Nipisi field accounts for 63% of total production of oil and ngls. The
following table sets out the production volume for our assets within this field
estimated for 2009, which is reflected in the estimate of future net revenue
disclosed in the tables contained under “Disclosure of Reserves Data and
Other Oil and Natural Gas Information”.




SUMMARY
OF PRODUCTION VOLUME ESTIMATED FOR 2009 (NIPISI)




Natural
      GasLight
      and Medium
                            
                            
                            (non-associated
      &
                            Natural
      Gas
                            Natural
      GasOil
                            Heavy
      Oil
                            associated)
                            (solution)
                            LiquidsReserve
      Category
                            Gross
                            Net
                            Gross
                            Net
                            Gross
                            Net
                            Gross
                            Net
                            Gross
                            Net(bbls/d)
                            (bbls/d)
                            (bbls/d)
                            (bbls/d)
                            (Mcf/d)
                            (Mcf/d)
                            (Mcf/d)
                            (Mcf/d)
                            (bbls/d)
                            (bbls/d)
 Proved
      Producing
                                    65.2
                                    53.7
                                    -
                                    -
                                    -
                                    -
                                    38.4
                                    35.6
                                    5.8
                                    4.1Total
      Proved
                                    65.2
                                    53.7
                                    -
                                    -
                                    -
                                    -
                                    38.4
                                    35.6
                                    5.8
                                    4.1Total
      Proved Plus Probable
                                    65.5
                                    54.0
                                    -
                                    -
                                    -
                                    -
                                    38.4
                                    35.6
                                    5.8
                                    4.1
 Claude
      Resources Inc. – 2008 Annual Information
      Form
                    52


Production
History
 
 The
following tables set forth the C





Year
      EndedDecember
      31, 2008
                      
                      
                      Dec.
      31
                      
                      
                      Sept.
      30
                      
                      
                      June
      30
                      
                      
                      Mar.
      31Average
      Daily Production(1)Light
      Oil (bbls/d)
                      
                      
                      104.3
                      
                      
                      
                      83.6
                      
                      
                      
                      102.1
                      
                      
                      
                      97.9
                      
                      
                      
                      134.1Heavy
      Oil (bbls/d)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -ngls
      (bbls/d)
                      
                      
                      21.3
                      
                      
                      
                      7.4
                      
                      
                      
                      17.1
                      
                      
                      
                      23.9
                      
                      
                      
                      37.2Natural
      Gas (Mcf/d)
                      
                      
                      769.4
                      
                      
                      
                      46.4
                      
                      
                      
                      686.6
                      
                      
                      
                      998.8
                      
                      
                      
                      1,354.5Oil
      and ngls Netback ($/bbl)(3)
      (4)Revenue
                      
                      
                      97.69
                      
                      
                      
                      55.61
                      
                      
                      
                      120.28
                      
                      
                      
                      116.14
                      
                      
                      
                      91.31Royalties
                      
                      
                      20.50
                      
                      
                      
                      10.18
                      
                      
                      
                      25.91
                      
                      
                      
                      24.77
                      
                      
                      
                      19.20Operating
      Expenses (2)
                      
                      
                      33.94
                      
                      
                      
                      23.34
                      
                      
                      
                      35.65
                      
                      
                      
                      45.72
                      
                      
                      
                      30.06Transportation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Operating
      Netback (4)
                      
                      
                      43.25
                      
                      
                      
                      22.09
                      
                      
                      
                      58.72
                      
                      
                      
                      45.65
                      
                      
                      
                      42.05Natural
      Gas Netback ($/Mcf) (1) (3)
      (4)Revenue
      (5)
                      
                      
                      8.70
                      
                      
                      
                      7.48
                      
                      
                      
                      11.83
                      
                      
                      
                      8.03
                      
                      
                      
                      7.64Royalties
                      
                      
                      2.32
                      
                      
                      
                      2.24
                      
                      
                      
                      2.92
                      
                      
                      
                      2.71
                      
                      
                      
                      1.74Operating
      Expenses (2)
                      
                      
                      2.66
                      
                      
                      
                      3.51
                      
                      
                      
                      3.85
                      
                      
                      
                      2.83
                      
                      
                      
                      1.89Transportation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Operating
      Netbacks (4)
                      
                      
                      3.72
                      
                      
                      
                      1.73
                      
                      
                      
                      5.06
                      
                      
                      
                      2.49
                      
                      
                      
                      4.01





Notes:


(1) Before
deduction of royalties
 (2)
Operating expenses are allocated to the primary product.  This
allocation involves several assumptions.
 (3)
Operating recoveries associated with operated properties were excluded from
operating costs and accounted for as a reduction to general and administration
costs.
 (4)
Netbacks are calculated by subtracting royalties, operating expenses and
transportation from revenue.
 (5) Note,
the Company’s Edson assets were sold with an effective date of September 1,
2008.




The
following table indicates the average daily production from the important fields
for the year ended December 31, 2008:





Light
      Crude Oil,
                            and
      ngls
                          
                          
                          Heavy
      Oil
                          
                          
                          Natural
                            Gas
                          
                          
                          Boe(bbls
      / d)
                          
                          
                          (bbls
      / d)
                          
                          
                          (Mcf
      / d)
                          
                          
                          (boe
      / d)Edson
      (1)
                          
                          
                          21.8
                          
                          
                          
                          -
                          
                          
                          
                          1,077.7
                          
                          
                          
                          201.4Nipisi
                          
                          
                          79.5
                          
                          
                          
                          -
                          
                          
                          
                          42.2
                          
                          
                          
                          86.5Other
      Alberta
                          
                          
                          17.3
                          
                          
                          
                          -
                          
                          
                          
                          8.7
                          
                          
                          
                          18.8Total
      Alberta
                          
                          
                          118.6
                          
                          
                          
                          -
                          
                          
                          
                          1,128.6
                          
                          
                          
                          306.7Total
      Saskatchewan
                          
                          
                          14.4
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          14.4Total
                          
                          
                          133.0
                          
                          
                          
                          -
                          
                          
                          
                          1,128.6
                          
                          
                          
                          321.1





(1) Note,
the Company’s Edson assets were sold with an effective date of September 1,
2008.




Production
from the Company’s assets for the year ended December 31, 2008 was 41% crude oil
and ngls with the remaining 59% derived from natural gas.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                  53


Definitions
and Other Notes





1.           “Gross”means:





(a)
            in
      relation to our interest in production and reserves, our interest
      (operating and non-operating) before deduction of royalties and without
      including any of our royalty
interests;


(b)
            in
      relation to wells, the total number of wells in which we have an interest;
      and


(c)
            in
      relation to properties, the total area of properties in which we have an
      interest.





2.           “Net”means:





(a)
            in
      relation to our interest in production and reserves, our interest
      (operating and non-operating) after deduction of royalties obligations,
      plus our royalty interest in production or
  reserves;


(b)
            in
      relation to wells, the number of wells obtained by aggregating our working
      interest in each of our gross wells;
and


(c)
            in
      relation to our interest in a property, the total area in which we have an
      interest multiplied by the working interest we
  own





3.           Definitions
used for reserve categories are as follows:





The
following definitions apply to both estimates of individual reserves entities
and the aggregate of reserves for multiple entities.





Reserve
Categories





Reserves
are the estimated remaining quantities of oil and natural gas and related
substances anticipated to be recoverable from known accumulations, from a given
date forward, based on:




(a)
              analysis
      of drilling, geological, geophysical and engineering
      data;
 (b)
              use
      of established technology;
and
 (c)
              specified
      economic conditions




Reserves
are classified according to the degree of certainty associated with the
estimates.


(a)
              Proved
      reserves are those reserves that can be estimated with a high degree of
      certainty to be recoverable.  It is likely that the actual
      remaining quantities recovered will exceed the estimated proved
      reserves. (b)
                Probable
      reserves are those additional reserves that are less certain to be
      recovered than proved reserves.  It is equally likely that the
      actual remaining quantities recovered will be greater or less than the sum
      of the estimated proved plus probable
  reserves.




“Economic
Assumptions” will be the prices and costs used in the estimate,
namely:




(a)
            forecast
      prices and costs


Development
and Production Status





Each
of the reserve categories (proved and probable) may be divided into developed
and undeveloped categories:




(a)
              Developed
      reserves are those reserves that are expected to be recovered from
      existing wells and installed facilities or, if facilities have not been
      installed, that would involve a low expenditure (for example, when
      compared to the cost to drill a well) to put the reserves into
      production.  The developed category may be subdivided into
      producing and
  non-producing.





(i)
            Developed
      producing reserves are those reserves that are expected to be recovered
      from completion intervals open at the time of the
      estimate.  These reserves may be currently producing or, if
      shut-in, must have previously been in production, and the date of
      resumption of production must be known with reasonable
      certainty.


Claude
      Resources Inc. – 2008 Annual Information
      Form
                  54


(ii)
              Developed
      non-producing reserves are those reserves that either have not been in
      production, or have previously been in production, but are shut-in, and
      the date of resumption of production is unknown.(b)
              Undeveloped
      reserves are those reserves expected to be recovered from known
      accumulations where a significant expenditure (for example, when compared
      to the cost of drilling a well) is required to render them capable of
      production.  They must fully meet the requirements of the
      reserves classification (proved, probable) to which they are
      assigned.




4.  Forecast
prices and costs





Future
prices and costs that are:




(a)
            generally
      acceptable as being a reasonable outlook of the future;
  and(b)
            if
      and only to the extent that, there are fixed or presently determinable
      future prices or costs to which we are legally bound by a contractual or
      other obligation to supply a physical product, including those for an
      extension period of a contract that is likely to be extended, those prices
      or costs rather than the prices and costs referred to in paragraph
      (a).




The
forecast summary table under “Pricing Assumptions”identifies benchmark reference pricing that applies to us.





5.
“Development well” means
a well drilled inside the established limits of an oil and gas reservoir, or in
close proximity to the edge of the reservoir, to the depth of a stratigraphic
horizon known to be productive.





6.  “Development costs”means
costs incurred to obtain access to reserves and to provide facilities for
extracting, treating, gathering and storing the oil and natural gas from
reserves.  More specifically, development costs, including applicable
operating costs of support equipment and facilities and other costs of
development activities, are costs incurred to:




(a)
                gain
      access to and prepare well locations for drilling, including surveying
      well locations for the purpose of determining specific development
      drilling sites, clearing, ground draining, road building, and relocating
      public roads, gas lines and power lines, pumping equipment and wellhead
      assembly;(b)
                drill
      and equip development wells, development type stratigraphic test wells and
      service wells, including the costs of platforms and of well equipment such
      as casing, tubing, pumping equipment and wellhead
      assembly;(c)
                acquire,
      construct and install production facilities such as flow lines,
      separators, treaters, heaters, manifolds, measuring devices and production
      storage tanks, natural gas cycling and processing plants, and central
      utility and waste disposal systems; and(d)
                provide
      improved recovery
systems.




7.  “Exploration well” means a
well that is not a development well, a service well or a stratigraphic test
well.





8.
“Exploration costs”
means costs incurred in identifying areas that may warrant examination and in
examining specific areas that are considered to have prospects that may contain
oil and gas reserves, including costs of drilling exploratory wells and
exploratory type stratigraphic test wells.  Exploration costs may be
incurred both before and after acquiring a property.  Exploration
costs, which include applicable operating costs of support equipment and
facilities and other costs of exploration activities, are:




(a)
            costs
      of topographical, geochemical, geological and geophysical studies, rights
      of access to properties to conduct those studies, and salaries and other
      expenses of geologists, geophysical crews and others conducting those
      studies;(b)
            costs
      of carrying and retaining unproved properties, such as delay rentals,
      taxes (other than income and capital taxes) on properties, legal costs for
      title defense, and the maintenance of land and lease
      records;(c)
            dry
      hole contributions and bottom hole
  contribution;




Claude
      Resources Inc. – 2008 Annual Information
      Form
                  55
  (d)
                costs
      of drilling and equipping exploratory wells;
      and(e)
                costs
      of drilling exploratory type stratigraphic test
      wells.











9.  “Service well” means a well
drilled or completed for the purpose of supporting production in an existing
field.  Wells in this class are drilled for the following specific
purposes: gas injection (natural gas, propane, butane or flue gas), water
injection, steam injection, air injection, salt water disposal, water supply for
injection, observation or injection for combustion.





Item
4  Dividends





4.1           Dividends





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





Item
5   Description of Capital Structure





5.1
            General
      Description of Capital Structure





As
of December 31, 2008, the authorized capital of the Company consisted of
unlimited number of common shares without par value and an unlimited number of
first and second preferred shares, each issuable in series.  There
were 97,112,030 common shares issued and outstanding as of December 31, 2008,
the end of the Company’s most recent fiscal year.  No first or second
preferred shares were issued and outstanding as of that date.





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





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





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





Item
6   Market for Securities





6.1
            Trading
      Price and Volume





The
Company’s common shares are publicly traded on the Toronto Stock Exchange
(“TSX”) under the trading symbol “CRJ” and on the NYSE Amex (formerly the
American Stock Exchange) under the trading symbol “CGR”.  The
following table sets forth the reported high and low closing bid prices and
aggregate volume of trading of the Company’s common shares on the TSX for the
twelve months ending December 31, 2008:


Claude
      Resources Inc. – 2008 Annual Information
      Form
                  56


Toronto
Stock Exchange


Common
Share Trading Activity





Canadian
      Dollars2008
                  
                  High
                  
                  
                  Low
                  
                  
                  Total
      VolumeDecember
                  
                  $
                  0.42
                  
                  
                  $
                  0.25
                  
                  
                  
                  6,352,200November
                  
                  $
                  0.39
                  
                  
                  $
                  0.18
                  
                  
                  
                  2,505,100October
                  
                  $
                  0.45
                  
                  
                  $
                  0.28
                  
                  
                  
                  4,222,400September
                  
                  $
                  0.58
                  
                  
                  $
                  0.42
                  
                  
                  
                  2,897,200August
                  
                  $
                  0.88
                  
                  
                  $
                  0.55
                  
                  
                  
                  1,627,500July
                  
                  $
                  1.05
                  
                  
                  $
                  0.85
                  
                  
                  
                  2,185,100June
                  
                  $
                  0.95
                  
                  
                  $
                  0.84
                  
                  
                  
                  1,620,700May
                  
                  $
                  0.99
                  
                  
                  $
                  0.86
                  
                  
                  
                  2,272,100April
                  
                  $
                  1.05
                  
                  
                  $
                  0.90
                  
                  
                  
                  2,228,700March
                  
                  $
                  1.32
                  
                  
                  $
                  1.02
                  
                  
                  
                  3,656,600February
                  
                  $
                  1.38
                  
                  
                  $
                  1.22
                  
                  
                  
                  1,879,000January
                  
                  $
                  1.50
                  
                  
                  $
                  1.25
                  
                  
                  
                  2,380,900





The
following table sets forth the reported high and low closing bid prices and
aggregate volume of trading of the Company’s common shares on the NYSE Amex for
the twelve months ending December 31, 2008:





NYSE
Amex


Common
Shares Trading Activity





US
      Dollars2008
                
                High
                
                
                Low
                
                
                Total
      VolumeDecember
                
                $
                .36
                
                
                $
                .19
                
                
                
                6,448,900November
                
                $
                .32
                
                
                $
                .15
                
                
                
                3,317,800October
                
                $
                .42
                
                
                $
                .20
                
                
                
                2,508,500September
                
                $
                .55
                
                
                $
                .40
                
                
                
                3,697,200August
                
                $
                .87
                
                
                $
                .53
                
                
                
                3,093,100July
                
                $
                1.07
                
                
                $
                .83
                
                
                
                2,031,900June
                
                $
                .93
                
                
                $
                .83
                
                
                
                1,940,000May
                
                $
                .99
                
                
                $
                .87
                
                
                
                2,494,500April
                
                $
                1.06
                
                
                $
                .91
                
                
                
                3,670,700March
                
                $
                1.34
                
                
                $
                .98
                
                
                
                5,736,600February
                
                $
                1.40
                
                
                $
                1.22
                
                
                
                3,661,800January
                
                $
                1.52
                
                
                $
                1.24
                
                
                
                3,675,200





Item 7  Directors
and Officers





7.1  Name,
Occupation and Security Holdings





The
names, municipality of residence, positions with the Company, principal business
activities outside the Company are set forth below:


Claude
      Resources Inc. – 2008 Annual Information
      Form
                  57


Name
      and Municipality of Residence
                              Positions
      Held
                              Director/Officer
      Since
                              Principal
      OccupationJosef
      Spross(3)(4)(5)
                                Saskatoon,
      SK
                              Director,
      Chairman of the Board
                              2006
                              BusinesspersonA.
      Neil McMillan
                                Saskatoon,
      SK
                              Director,
      President and CEO
                              1996
                              President
      and CEO of ClaudeRonald
      J.
                                Hicks,
      CA(1)(2)(3)
                                Saskatoon,
      SK
                              Director
                              2006
                              Chartered
      AccountantTed
      Nieman(1)(2)(3)
                                Saskatoon,
      SK
                              Director
                              2007
                              Senior
      Vice President, Canpotex LimitedJ.
      Robert
                                Kowalishin,
      P.Eng(1)(4)(5)
                                Saskatoon,
      SK
                              Director
                              2007
                              BusinesspersonR.
      McKay(2)(3)(4)(5)
                                La
      Ronge, SK
                              Director
                              2007
                              BusinesspersonRick
      Johnson, CA
                                Saskatoon,
      SK
                              Chief
      Financial Officer
                              2004
                              Chief
      Financial Officer of ClaudePhilip
      Ng
                                Saskatoon,
      SK
                              Vice
      President, Mining Operations
                              2007
                              Vice
      President, Mining Operations of ClaudeBrian
      Skanderbeg
                                Saskatoon,
      SK
                              Vice
      President, Exploration
                              2008
                              Vice
      President, Exploration of
Claude




Notes:


(1) Member
of the Audit Committee.
 (2) Member
of the Human Resources & Compensation Committee.
 (3) Member
of the Nominating & Corporate Governance Committee.
 (4) Member
of the Safety, Health & Environmental (SHE) Committee.
 (5) Member
of the Reserves Committee.
 All
of the directors and officers of Claude have been engaged for more than five
years in their present principal occupations, office or executive positions
except for:  Mr. Spross, who was appointed to the Board August 3, 2006
and became Chairman December 31, 2006; Mr. Hicks, who was appointed to the Board
on May 9, 2006; Mr. Kowalishin, who was appointed to the Board March 29,
2007; Mr. McKay, who was appointed to the Board on May 8, 2007; Mr. McMillan,
who from April 1996 to March 2004, was President of the Company; Mr. Johnson,
who from January 1998 to March 2004, was Controller of the Company; Mr. Ng, who
from August 2002 to November 2006 was the Chief Mine Engineer at the Coleman
Mine in Sudbury, Ontario; and Mr. Skanderbeg who from: 2003 to 2005 was a
geologist with Vale Inco at the Coleman Mine in Sudbury,
Ontario,  2005 to 2007 was a Senior Geologist with Helio Resource
Corp. in Namibia, and in 2007 was Exploration Manager with
Claude.





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





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
                  58


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





Directors
and officers of the Company, as a group, beneficially own, directly or
indirectly, or exercise control or direction over 682,654 of the common shares
outstanding at December 31, 2008, being less than 1% of the issued and
outstanding common shares of the Company.





Item 8  Transfer
Agent and Registrar





8.1
              Transfer
      Agent and Registrar





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





Item 9  Material
Contracts





9.1        Material
Contracts





The
Company, other than the Debenture and Red Mile transactions outlined in detail
under “General Development of Business” on page 12 and “Property Royalties” on
page 22, respectively, has no material contracts other than those entered into
in the ordinary course of business.





Item 10  Interests
of Experts





10.1
            Names
      of Experts





Sproule
Associates Limited, 900, North Tower, Sun Life Plaza, 140 Fourth Avenue S.W.,
Calgary, AB,  T2P 3N3, has provided the Company with an independent
evaluation of the Company’s oil and gas assets effective December 31, 2008 and
pursuant  to the Canadian Oil and Gas Evaluation Handbook (COGEH) and
NI 51-101.





10.2
            Interests
      of Experts





The
Company has no knowledge of registered or beneficial interests held directly or
indirectly by the experts named in section 10.1 in any securities or other
property of the Company.





Item 11  Audit
Committee





11.1           Audit
Committee Charter





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





11.2           Composition
of the Audit Committee.





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
                  59


11.3
            Relevant
      Education and Experience





Name
                Principal
      Occupation and BiographyRonald
      J. Hicks, C.A.
                  (May
      2006)
                Ronald
      J. Hicks is a member of the Institute of Chartered Accountants of
      Saskatchewan (“ICAS”).  He joined Deloitte & Touche LLP in 1959
      and was admitted to partnership in 1977 until his retirement in August
      2000.  He is currently a Director, Ducks Unlimited Canada and is on
      the Governance Committee. In his career, he has served as director with
      Dickenson Mines Limited, Kam Kotia Mines Limited, Saskatchewan Government
      Insurance and Prairie Malt Limited.  Mr. Hicks served as Chairman of
      the Saskatchewan Roughrider Football Club (Saskatoon Committee), Ducks
      Unlimited (Saskatoon Committee), ICAS Public Practice Review and Appraisal
      Committee and Admissions Committee.  Ron became a Director of Claude
      in 2006.Ted
      Nieman, B.A., LLB
                  (January
      2007)
                Ted
      Nieman began his career with the law firm of Estey, Robertson, Muzyka,
      Beaumont, Barton & Bell in Saskatoon, Saskatchewan, Canada in
      1973.  He spent almost 20 years with that firm and its successor
      firm, Robertson Stromberg, becoming a partner in 1977. In 1993, Mr. Nieman
      joined Canpotex Limited (“Canpotex”), the world’s largest exporter of
      potash, as General Counsel and Corporate Secretary.  In 1995, he was
      appointed Vice President and in 2001 he was appointed Senior Vice
      President.  Mr. Nieman has held several senior positions in Canpotex
      including Chief Operating Officer (2001-2004) responsible for all Canpotex
      operations.  He is a current member of the Canpotex Executive
      Management Group, and is a member of the board of directors of all
      Canpotex subsidiaries and affiliates.  Mr. Nieman received his
      Bachelor of Arts degree in 1971 and his Bachelor of Laws degree in 1973,
      both from the University of Saskatchewan.  He is a member of the Law
      Society of Saskatchewan and the Canadian Bar Association.  Ted
      became a Director of Claude in 2007.J.
      Robert Kowalishin, P.Eng.
                  (March
      2007)
                J.
      Robert Kowalishin recently retired after a 42 year career with the Trane
      Company, a division of American Standard. He has held senior management
      positions in Canada and the United States, most recently District Manager
      of Trane's Ontario operations based in Toronto, Ontario.  Previous to
      that, he served as Franchise Holder in Saskatoon (1972-1995), and Regional
      Manager responsible for Canada and northeastern United States.  Since
      retirement, he has been a consultant and adviser to Trane's Leadership
      Development Program.  Mr. Kowalishin received his Bachelor of Science
      (Mechanical Engineering) from the University of Saskatchewan in 1962 and
      is a Life Member of the American Society of Heating, Refrigeration, and
      Air Conditioning Engineers and a Life Member of the Association of
      Professional Engineers and Geoscientists of Saskatchewan.  Bob
      became a Director of Claude in 2007.





11.4         Pre-Approval
Policies and Procedures.





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


Claude
      Resources Inc. – 2008 Annual Information
      Form
                  60




11.5
            External
      Audit Service Fees





The
aggregate fees for professional services rendered by KPMG LLP for the 2008 and
2007 fiscal years are shown in the table below:





2008
                
                
                2007Audit
      fees
                
                $
                270,000
                
                
                $
                178,250Audit
      related fees(1)
                
                
                46,500
                
                
                
                15,000Tax
      fees(2)
                
                
                18,000
                
                
                
                15,000Total
                
                $
                334,500
                
                
                $
                208,250


(1)   Audit
related fees are comprised of KPMG LLP services in
respect of accounting consultations regarding financial accounting and reporting
standards .
 (2)   Tax
fees are comprised of KPMG LLP services in
respect of tax compliance and tax planning




Item
12  Additional Information





Additional
information, including details as to directors’ and officers’ remuneration,
indebtedness, principal holders of Claude shares, options to purchase Company
shares and interests of insiders in material transactions, if applicable, is
contained in the Management Information Circular dated March 27,
2009.  Additional financial information is provided in the Company’s
consolidated financial statements and MD & A for the year ended December 31,
2008.





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




Claude
      Resources Inc. – 2008 Annual Information
      Form
                  61




APPENDIX  A








REPORT
ON RESERVES DATA


BY


INDEPENDENT
QUALIFIED RESERVES EVALUATOR OR AUDITOR





Form
51-101F2











To
the Board of Directors of Claude Resources Inc. (the “Company”):





1.
            We
      have evaluated the Company’s Reserves Data as at December 31,
      2008.  The reserves data are estimates of proved reserves and
      probable reserves and related future net revenue as at December 31, 2008,
      estimated using forecast prices and
costs.





2.
            The
      Reserves Data are the responsibility of the Company’s
      management.  Our responsibility is to express an opinion on the
      Reserves Data based on our
evaluation.





We
      carried out our evaluation in accordance with standards set out in the
      Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook”), prepared
      jointly by the Society of Petroleum Evaluation Engineers (Calgary Chapter)
      and the Canadian Institute of Mining  Metallurgy & Petroleum
      (Petroleum Society).





3,
            Those
      standards require that we plan and perform an evaluation to obtain
      reasonable assurance as to whether the reserves data are free of material
      misstatement.  An evaluation also includes assessing whether the
      reserves data are in accordance with principles and definitions presented
      in the COGE Handbook.





4.
            The
      following table sets forth the estimated future net revenue attributed to
      proved plus probable reserves, estimated using forecast prices and costs
      on a before tax basis and calculated using a discount rate of 10 percent,
      included in the reserves data of the Company evaluated by us as of
      December 31, 2008, and identifies the respective portions thereof that we
      have audited, evaluated and reviewed and reported on to the Company’s
      management and Board of Directors:





Net
      Present Value of Future Net RevenueIndependent
                            
                            
                            Before
      Income Taxes (10% Discount Rate)Qualified
                            
                            LocationReserves
                            Description
                            ofEvaluator
      or
                            and
      Preparation Date of
                            Reserves
                            Audited
                            Evaluated
                            Reviewed
                            TotalAuditor
                            Evaluation
      Report
                            (Country)
                            (M$)
                            (M$)
                            (M$)
                            (M$)Sproule
                              Associates
                            Evaluation
      of the
                              P&NG
      Reserves of
                              Claude
      Resources Inc.,
                              As
      of December 31,
                              2008,
      prepared
                              January
      to February
                              2009.
                            CanadaTotal
                            
                            
                            Nil
                            7,231
                            Nil
                            7,231











5.
            In
      our opinion, the reserves data evaluated by us have, in all material
      respects, been determined and are presented in accordance with the COGE
      Handbook.





6.
            We
      have no responsibility to update the report referred to in paragraph 4 for
      events and circumstances occurring after its preparation
    date.





7.
            Because
      the reserves data are based on judgments regarding future events, actual
      results will vary and the variations may be material.  However,
      any variations should be consistent with the fact that reserves are
      categorized according to the probability of their
  recovery.





Executed
      as to our report referred to
above:


Sproule
Associates LimitedCalgary, Alberta February
23, 2009


/s/ Richard
      A. BrekkeRichard
      A. Brekke, P.Eng.Senior
      Petroleum Engineer
 /s/ Michael
      W. MaughanMichael
      W. Maughan, C.P.G., P.Geol.Vice
      President, Geoscience
 /s/ Robert
      N. JohnsonRobert
      N. Johnson, P.Eng.Vice-President,
      Engineering










APPENDIX
B





Report
of Management and Directors


on Reserves Data and Other
Information:





Management
of Claude Resources Inc. (the “Company”) is responsible for the preparation and
disclosure of information with respect to the Company’s oil and gas activities
in accordance with securities regulatory requirements.  This
information includes reserves data which are estimated of proved reserves and
probable reserves and related future net revenue as at December 31, 2008,
estimated using forecast prices and costs.





An
independent qualified reserves evaluator has evaluated the Company’s reserves
data.  The report of the independent qualified reserves evaluator is
presented below.





The
Reserves Committee of the Board of Directors of the Company has:





(a)
            reviewed
      the Company’s procedures for providing information to the independent
      qualified evaluator;





(b)
            met
      with the independent qualified reserves evaluator to determine whether any
      restrictions affected the ability of the independent qualified reserves
      evaluator to report without reservation and, to inquire whether there had
      been disputes between the independent qualified reserves evaluator and
      management; and





(c)
            reviewed
      the reserves data with management and the independent qualified reserves
      evaluator.





The
Reserves Committee of the Board of Directors has reviewed the Company’s
procedures for assembling and reporting other information associated with oil
and gas activities and has reviewed that information with
management.  The Board of Directors has, on the recommendation of the
Reserves Committee, approved





(a)
            the
      content and filing with securities regulatory authorities of Form 51-101F1
      containing reserves data and other oil and gas
  information;





(b)
            the
      filing of Form 51-101F2 which is the report of the independent qualified
      reserves evaluator on the reserves data;
and





(c)           the
content and filing of this report.





Because
the reserves data are based on judgements regarding future events, actual
results will vary and the variations may be material.  However, any
variations should be consistent with the fact that reserves are categorized
according to the probability of their recovery.








/s/
      Neil McMillanNeil
      McMillanPresident
      & CEO/s/
      Rick JohnsonRick
      JohnsonCFO/s/
      Josef SprossJosef
      SprossChairman/s/
      Raymond McKayRaymond
      McKayDirector
      - Reserves
Committee




February
26, 2009











APPENDIX
C
  CLAUDE
RESOURCES INC.







Charter
of the Audit Committee


of
the Board of Directors





I.           Purpose





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





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


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


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





II.
            Structure
      and Operations





Composition
and Qualifications





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





1.
            Each
      member of the Committee will be a Director who: (a) is not otherwise
      employed by the Company, and (b) has not been so employed at any time
      during the three years prior to the time he or she is appointed to the
      Committee unless otherwise permitted by applicable U.S. and Canadian
      regulatory standards.





2.
            Each
      member of the Committee will have and maintain independence from
      management of the Company in accordance with the standards of independence
      required above.





3.
            Except
      for the undertaking of non-material specific projects unanimously approved
      by the Board, no member of the Committee may receive, directly or
      indirectly, any consulting, advisory or other compensatory fee from the
      Company other than: (a) director’s fees, which may be received in cash,
      stock options, or other in-kind consideration ordinarily available to
      Directors; (b) a pension or other deferred compensation for prior service
      that is not contingent on future service; and (c) other regular benefits
      that Directors receive in their capacity as members of the Board or its
      committees.





4.
            Each
      member of the Committee shall be financially literate (such
      qualifications  interpreted by the Board in its business
      judgment) with at least one member designated as being a financial
      expert.





5.
            Each
      member of the Committee shall have accounting or related financial
      management expertise (such qualifications interpreted by the Board in its
      business judgment).





6.
            No
      member of the Committee shall serve on the audit committee of more than
      four public companies (including Claude) unless the Board shall have made
      a prior determination that such simultaneous service will not impair the
      ability of the member to effectively serve on the
    Committee.











Organization,
Procedures and Powers





1.
            The
      Board shall appoint one member of the Committee as the
      Chair.  The Chair (or in his or her absence, a member designated
      by the Chair) shall preside at all meetings of the
      Committee.  The Chair shall be responsible for leadership of the
      Committee, including scheduling meetings, preparing agendas and making
      regular reports to the Board.





2.
            The
      Committee shall have the authority to establish its own rules and
      procedures, consistent with the bylaws of the Company, for notice and
      conduct of its meetings should the Committee, in its discretion, deem it
      desirable to do so.





3.
            The
      Committee shall have the authority to engage independent counsel,
      independent accountants or other outside advisers as the Committee deems
      necessary to carry out its duties.





III.           Meetings





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





1.
            The
      Committee may include in its meetings: (a) members of the Company’s
      management, (b) representatives of the external auditors, (c) other
      directors by invitation, or (d) any other personnel employed or retained
      by the Company.





2.
            The
      Committee may periodically meet with members of the Company’s management
      in separate executive sessions to discuss any matters that the Committee
      believes should be addressed
privately.





3.
            A
      meeting of the Committee may be convened by the Chair of the Committee, a
      quorum of the Committee members, or the external auditors.  The
      Corporate Secretary shall, upon direction of any of the foregoing, arrange
      a meeting of the Committee.  The Committee shall report to the
      Board in a timely manner with respect to each of its
    meetings.





IV.
            Responsibilities
      and Duties





Financial
Statements and Published Information





1.
            Review
      with management and the external auditors any items of concern, any
      proposed changes in major accounting policies, any identified risks and
      uncertainties, and any issues requiring management judgement, to the
      extent that the foregoing may be material to financial
      reporting.





2.
            Consider
      any matter required to be communicated to the Committee by the external
      auditors under applicable generally accepted auditing standards,
      applicable law and listing standards, including the external auditors’
      report to the Committee (and management’s response thereto) on: (a) all
      critical accounting policies and practices used by the Company; (b) all
      material alternative accounting treatments of financial information within
      generally accepted accounting principles that have been discussed with
      management, including the ramifications of the use of such alternative
      treatments and disclosures and the treatment preferred by the external
      auditors; and (c) any other material written communications between the
      external auditors and management.





3.
            Require
      the external auditors to present and discuss with the Committee their
      views about the quality, not just the acceptability, of the implementation
      of generally accepted accounting principles with particular focus on
      accounting estimates and judgements made by management and their selection
      of accounting principles.





4.
            Discuss
      with management and the external auditors (a) any accounting adjustments
      that were noted or proposed (i.e. immaterial or otherwise) by the external
      auditors but were not reflected in the financial statements and (b) any
      material correcting adjustments that were identified by the external
      auditors in accordance with generally accepted accounting principles or
      applicable law.










5.
            Discuss
      with management and the external auditors any significant financial
      reporting issues considered during the fiscal period and the method of
      resolution.  Resolve disagreements between management and the
      external auditors regarding financial
reporting.





6.
            Review
      with management and the external auditors any off-balance sheet financing
      mechanisms being used by the
Company.





7.
            Review
      with management and the external auditors and legal counsel, if necessary,
      any litigation, claim or other contingency, including tax assessments,
      that could have a material effect on the financial position or operating
      results of the Company, and the manner in which these matters have been
      disclosed or reflected in the financial
  statements.





8.
            Review
      any problems experienced by the external auditors in performing the audit,
      including any restrictions or limitations imposed by
      management.





9.
            Review
      the results of the external auditors’ audit work including findings and
      recommendations, including the post-audit management letter, and
      management’s response and any resulting changes in accounting practices or
      policies and the impact such changes may have on the financial
      statements.





10.
            Review
      the annual report, including the audited annual financial statements, in
      conjunction with the report of the external auditors, and related
      management discussion and analysis, make recommendations to the Board with
      respect to approval thereof, before being released to the public, and
      obtain an explanation from management of all significant variances between
      comparable reporting periods.





11.
            Review
      with management and recommend to the Board for approval the Corporation’s
      Proxy Form, Information Circular, Annual Information Form and Form
      40F.





12
            Confirm
      with the Chief Executive Officer and the Chief Financial Officer (and
      considering the external auditor’s comments, if any, thereon), that the
      financial statements fairly represent the Company’s financial condition,
      cash flow and results for the reporting
period.





13
            Review
      and recommend to the Board for approval all interim unauditied financial
      statements and quarterly reports, related interim management discussion
      and analysis and media releases, before being released to the
      public.





14.
            Review
      management’s internal control report and the related attestation report of
      the external auditors when required by Section 404 of the Sarbanes-Oxley
      Act of 2002.





15.           Review
and approve all related party transactions.





Appointment,
Retention and Evaluation of External Auditors





1.
            The
      Company’s external auditors shall report directly to this
      Committee.  This Committee has the direct responsibility to
      compensate, oversee, and evaluate the external auditors.  The
      Committee will recommend to the shareholders the appointment, and where
      appropriate, the replacement of the external auditors.  In
      connection with its oversight of the external audit activities, the
      Committee will:





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





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





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










•
            Annually
      review and evaluate:





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





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





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





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





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





Independence
of External Auditors





1.
            The
      Committee shall obtain confirmation and assurance as to the external
      auditors’ independence, including ensuring that they submit on a periodic
      basis (not less than annually) to the Committee a formal written statement
      delineating all relationships between the external auditors and the
      Company.  The formal submission should also disclose the amount
      of fees received by the external auditors for the audit services and for
      various types of non-audit
services.





2.
            The
      Committee shall actively engage in a dialogue with the external auditors
      with respect to any disclosed relationships or services that may impact
      the objectivity and independence of the external auditors and take
      appropriate action in response to the external auditors’ report to satisfy
      itself of their independence.





3.
            The
      Committee will periodically review, and if necessary, update its policy
      with regard to the pre-approval for any permitted non-audit services,
      including a requirement that the Committee approve all non-audit
      engagements of the external auditors and shall, consistent with that
      policy, approve the retention of the external auditors to perform such
      services and the fees for such services, if required by that
      policy.  The Committee may, in its discretion, delegate to the
      Chair of the Committee the authority to pre-approve any audit or non-audit
      services to be performed by the external auditors, provided that any such
      approvals are presented to the Committee at its next scheduled
      meeting.  See “Pre-Approval
Policy”.





4.
            Periodically
      review and, if necessary, update its guidelines for the Company’s hiring
      of employees and former employees of the external auditors who were
      previously engaged on the Company’s
account.





5.
            Discuss
      with management the timing and process for implementing the rotation of
      the lead audit partner, the concurring partner and any other active audit
      engagement team partner within the time limits and in such a manner as
      necessary to prevent the external auditor from being deemed “not
      independent of the Company”.





Internal
Controls





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





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










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





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





Risk
Management





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





Disclosure
Controls





1.
            Review
      quarterly the disclosure controls and procedures, including the
      certification timetable and related process.  Confirm with the
      Chief Executive Officer and the Chief Financial Officer the effectiveness
      of disclosure controls and procedures, and whether there are any
      significant deficiencies in internal controls or any fraud related to
      management or persons who have a significant role in internal
      controls.





2.
            Approve
      the appointment and removal of Disclosure Committee
    Members.





Compliance





1.
            Monitor
      compliance by the Company with all payments and remittances required to be
      made in accordance with applicable law, where the failure to make such
      payments could render the directors of the corporation personally
      liable.





2.
            Review
      the findings of any examination by financial or corporate governance
      regulatory authorities.





3.
            Establish
      procedures for receipt, retention and treatment of complaints received by
      the Committee regarding accounting, internal accounting controls, or
      auditing matters and the confidential, anonymous submission by employees
      of concerns regarding questionable accounting or auditing
      matters.  “See Whitleblower
Policy”.





Miscellaneous





The
Committee will:





1.
            Review
      the appointment of the Chief Financial Officer and have the Chief
      Financial Officer report to the Committee on the qualifications of new
      employees with a financial oversight role (i.e. having oversight of, or
      direct responsibility for, preparing of financial statements and related
      information).





2.
            Approve
      the expenses submitted for reimbursement by the Chief Executive Officer or
      designate the Audit Chair to do the
same.





V.
            Annual
      Performance Evaluation





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