UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

(Check One)

| |  ̈ | Registration statement pursuant to Section 12
of the Securities Exchange Act of 1934
| | - | ------------------------------------------------------------------------------------

or

| | þ | Annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934
| | - | ---------------------------------------------------------------------------------------



For the fiscal year ended:	December 31,
2011                    	Commission File Number:	1-31956



CLAUDE
RESOURCES INC.






(Exact name of Registrant as specified in
its charter)

|Canada                                                            |  | 1040                                                                    |  | Not Applicable                                        
|----------------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | ------------------------------------------------------
|(Province or other jurisdiction of incorporation or organization) |  | (Primary Standard Industrial Classification Code Number, if applicable) |  | (I.R.S. Employer Identification Number, if applicable)

224 4th Avenue South, Suite 200
Saskatoon, Saskatchewan
S7K 5M5  Canada
(306) 668-7505(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY 10011
(212) 894-8700(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b)
of the Act:

|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|Common Shares       |  | NYSE Amex                                



Securities registered or to be registered pursuant to Section 12(g)
of the Act: Not applicable

Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: Not applicable

For annual reports, indicate by check mark
the information filed with this Form:

þ	Annual
information form	þ	Audited annual financial statements



Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 164,630,231common shares

Indicate by check mark whether the Registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements
for the past 90 days.



Yes þ	No
 ̈

Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files).



Yes  ̈	No
 ̈



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DISCLOSURE CONTROLS AND PROCEDURES



Claude Resources Inc. (the “Registrant”)
maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Registrant’s
filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”).  The
Registrant’s Chief Executive Officer and Chief Financial Officer, after having evaluated the effectiveness of the Registrant’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this annual report have concluded that, as of such date, the design and operation of the Registrant’s disclosure
controls and procedures were effective.  However, as recommended by the SEC in its adopting release, the Registrant will
continue to periodically evaluate its disclosure controls and procedures and will make modifications from time to time as deemed
necessary to ensure that information is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms.

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



MANAGEMENT’S ANNUAL REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING



The Registrant’s management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act.



The Registrant’s internal control
over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the Registrant’s assets; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that the Registrant’s receipts and expenditures are being made only in accordance with
authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Registrant’s assets that could have a material effect on the financial
statements.



Under the supervision and with the participation
of the Registrant’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness
of the Registrant’s internal control over financial reporting, as of the end of the period covered by this annual report,
based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission.Based on its evaluation under this framework, management concluded that the Registrant’s
internal control over financial reporting was effective as of December 31, 2011.

2







Attestation Report
of the Registered Public Accounting Firm



KPMG LLP, the Registrant’s independent
registered public accounting firm, audited the consolidated annual financial statements included as Exhibit 99.2 to this annual
report on Form 40-F and has issued an attestation report on management’s assessment of the Registrant’s internal control
over financial reporting, dated March 30, 2012 included as Exhibit 99.10 to this annual report on Form 40-F.



CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING



There was no change in the Registrant’s
internal control over financial reporting that occurred during the period covered by this annual report that has materially affected,
or is reasonably likely to materially affect, its internal control over financial reporting.



AUDIT COMMITTEE FINANCIAL EXPERT



The Registrant’s board of directors
has determined that it has at least one audit committee financial expert (as such term is defined in the rules and regulations
of the SEC) serving on its audit committee. Ronald J. Hicks, C.A. has been determined to be such audit committee financial expert
(as such term is defined in Form 40-F) and is independent (as such term is defined by the NYSE Amex corporate governance standards
applicable to the Registrant).



The SEC has indicated that the designation
of Ronald J. Hicks, C.A. as an audit committee financial expert does not make him an “expert” for any purpose, impose
on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on members of the
audit committee and board of directors who do not carry this designation, or affect the duties, obligations or liability of any
other members of the audit committee or the board of directors.



CODE OF ETHICS



The Registrant has adopted codes of ethics
that apply to all directors, officers and employees of the Registrant. Copies of the codes of ethics are available on the Registrant’s
Internet website at www.clauderesources.com or, upon request, without charge, by contacting the Registrant at (306) 668-7505. There
has been no waiver of the codes of ethics during the 2011 fiscal year. Unless specifically referred to herein, the information
on the Registrant’s website shall not be deemed to be incorporated by reference in this annual report.



PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table sets out the fees billed
in Canadian dollars to the Registrant by KPMG LLP and its affiliates for professional services rendered in each of the years ended
December 31, 2011 and 2010. During these years, KPMG LLP was the Registrant’s only external auditor.

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|                      |  | 2011 |         |  | 2010 |  
|--------------------- |  | ---- | ------- |  | ---- | -
|Audit Fees(1)         |  | $    | 579,000 |  |      | $
|Audit-Related Fees(2) |  |      | 138,000 |  |      |  
|Tax Fees(3)           |  |      | 21,000  |  |      |  
|Total                 |  | $    | 738,000 |  |      | $





| | (1) | Audit fees are comprised of KPMG LLP services in respect
of the audit of the December 31, 2011 consolidated financial statements and interim reviews and securities work in connection
with the Company's 2011 Prospectus and acquisition of St. Eugene Mining Corporation Limited.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Audit-related fees are comprised of KPMG LLP services
in respect of accounting and disclosure advisory services and IFRS advisory services.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Tax fees are comprised of KPMG LLP services in respect
of tax compliance.
| | --- | -------------------------------------------------------------------------



Audit Committee’s Pre-Approval Policies and Procedures



The Registrant’s audit committee pre-approves
all audit services and permitted non-audit services provided to the Registrant by KPMG LLP.  The audit committee has
delegated to the chair of the audit committee, who is independent, the authority to act on behalf of the audit committee with respect
to the pre-approval of audit and permitted non-audit services provided by its external auditors where the aggregate fees are estimated
to be less than or equal to $40,000.  Any approvals by the chair are reported to the full audit committee at its next
meeting.  Services where the aggregate fees are estimated to be greater than $40,000 require full audit committee approval.  None
of the services described in footnotes 1 or 2 under “Principal Accountant Fees and Services” above were approved by
the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.



OFF-BALANCE SHEET ARRANGEMENTS



Please see the section entitled
“Financial and Other Instruments” in the Registrant’s Management’s Discussion and Analysis for the year
ended December 31, 2011 included as Exhibit 99.3 to this annual report on Form 40-F and Note 22 entitled
“Financial Instruments” in the Registrant’s audited consolidated financial statements for the year ended
December 31, 2011 included as Exhibit 99.2 to this annual report on Form 40-F.



TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



Please see the section entitled “Contractual
Obligations” in the Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2011 included
as Exhibit 99.3 to this annual report on Form 40-F.



FORWARD-LOOKING INFORMATION



Certain statements
contained herein may constitute forward-looking statements and are made pursuant to the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.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.

4







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. The Registrant 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.



IDENTIFICATION OF THE AUDIT COMMITTEE



The Registrant has a separately-designated
standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The members of the
Registrant’s audit committee are Ronald J. Hicks, C.A., Ted J. Nieman and J. Robert Kowalishin.



MINE SAFETY DISCLOSURE

Not applicable.



UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS



A.	Undertaking



The Registrant undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested
to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation
to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.



B.	Consent to Service of Process



The Registrant has previously filed with
the SEC a consent to service of process on Form F-X with respect to the class of securities in relation to which the obligation
to file this annual report arises.

5





SIGNATURES

Pursuant to the requirements of the Exchange
Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report
to be signed on its behalf by the undersigned, thereto duly authorized.



|                     | CLAUDE RESOURCES INC.
|-------------------- | ---------------------
|                     |                      
|Date: March 30, 2012 | By:                  
|                     |                      







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EXHIBIT INDEX



|Exhibit No.: | Description:                                                                                                                                          
|------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                       
|99.1         | Annual Information Form dated March 30, 2012.                                                                                                         
|             |                                                                                                                                                       
|99.2         | Audited consolidated financial statements and notes
thereto for the fiscal years ended December 31, 2011 and 2010 and the auditor’s report thereon.   
|             |                                                                                                                                                       
|99.3         | Management’s Discussion and Analysis of the Registrant
for the year ended December 31, 2011 dated March 30, 2012.                                     
|             |                                                                                                                                                       
|99.4         | Consent of KPMG LLP, the Registrant’s independent
registered public accounting firm.                                                                  
|             |                                                                                                                                                       
|99.5         | Certification of Chief Executive Officer required by
Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.                           
|             |                                                                                                                                                       
|99.6         | Certification of Chief Financial Officer required by
Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.                           
|             |                                                                                                                                                       
|99.7         | Certification of Chief Executive Officer required by
Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.                                             
|             |                                                                                                                                                       
|99.8         | Certification of Chief Financial Officer required by
Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.                                             
|             |                                                                                                                                                       
|99.9         | Consent of SRK Consulting (Canada) Inc., independent
technical expert.                                                                                
|             |                                                                                                                                                       
|99.10        | Report of KPMG LLP, the Registrant’s independent registered
        public accounting firm, with respect to internal control over financial reporting.







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