Exhibit 99.2





MANAGEMENT'S
RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS



The
accompanying consolidated financial statements of Claude Resources Inc. are the responsibility of Management and have been approved
by the Board of Directors.



The
consolidated financial statements have been prepared by Management in conformity with International Financial Reporting Standards
("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements
include amounts that are based on estimates and judgments. Financial information used elsewhere in the annual report is consistent
with that in the financial statements.



The
Management of the Company, in furtherance of the integrity and objectivity of data in the financial statements, has developed
and maintains a system of internal accounting controls. These internal accounting controls provide reasonable assurance that financial
records are reliable, form a proper basis for preparation of financial statements and that assets are properly accounted for and
safeguarded. The internal accounting control process includes Management's communication to employees of policies which govern
ethical business conduct.



The
Board of Directors carries out its responsibility for the consolidated financial statements in this annual report principally
through its audit committee, consisting of independent directors. The audit committee reviews the Company's annual consolidated
financial statements and recommends their approval to the Board of Directors. The shareholders' auditors have full access to the
audit committee, with and without Management being present.



These
consolidated financial statements have been audited by the shareholders' auditors, KPMG LLP, Chartered Accountants, in accordance
with Canadian generally accepted auditing standards.









|                         |  |                        
|------------------------ |  | -----------------------
|Brian Skanderbeg, P. Geo |  | Rick Johnson, CPA, CA  
|Chief Executive Officer  |  | Chief Financial Officer







Date:
March 26, 2015



















|KPMG LLP                       |  | Telephone | (306) 934-6200
|------------------------------ |  | --------- | --------------
|Chartered Accountants          |  | Fax       | (306) 934-6233
|500 – 475 Second Avenue South  |  | Internet  | www.kpmg.ca   
|Saskatoon Saskatchewan S7K 1P4 |  |           |               
|Canada                         |  |           |               



INDEPENDENT AUDITORS’
REPORT



To the Shareholders of Claude
Resources Inc.



We have audited the accompanying
consolidated financial statements of Claude Resources Inc., which comprise the consolidated statements of financial position as
at December 31, 2014 and December 31,

2013, the consolidated statements
of income (loss), comprehensive income (loss), shareholders’ equity and cash flows for the years then ended, and notes, comprising
a summary of significant accounting policies and other explanatory information.



Management’s Responsibility
for the Consolidated Financial Statements



Management is responsible for
the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due
to fraud or error.



Auditors’ Responsibility



Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian
generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.



An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend
on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation
and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements.



We believe that the audit evidence
we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.



Opinion



In our opinion, the consolidated
financial statements present fairly, in all material respects, the consolidated financial position of Claude Resources Inc. as
at December 31, 2014 and December 31, 2013, and its consolidated financial performance and its consolidated cash flows for the
years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board.







Chartered Accountants



March 26, 2015

Saskatoon, Canada



KPMG LLP, is a Canadian limited liability partnership
and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”),
a Swiss entity.

KPMG Canada provides services to KPMG LLP.























Consolidated Statements of Financial Position

(In Thousands of Canadian Dollars)





|                                            |  |      |    |  | DECEMBER 31 |   |         | DECEMBER 31 | 
|------------------------------------------- |  | ---- | -- |  | ----------- | - | ------- | ----------- | 
|                                            |  |      |    |  | 2014        |   |         | 2013        | 
|                                            |  | Note |    |  |             |   |         |             | 
|Assets                                      |  |      |    |  |             |   |         |             | 
|Cash and cash equivalents                   |  |      |    |  |             | $ | 11,172  |             | 
|Short-term investments                      |  |      | 6  |  |             |   | 1,177   |             | 
|Accounts receivable                         |  |      |    |  |             |   | 3,245   |             | 
|Inventories                                 |  |      | 7  |  |             |   | 20,318  |             | 
|Prepaid expenses and deposits               |  |      |    |  |             |   | 609     |             | 
|Assets held for sale                        |  |      | 8  |  |             |   | -       |             | 
|Current assets                              |  |      |    |  |             |   | 36,521  |             | 
|                                            |  |      |    |  |             |   |         |             | 
|Mineral properties                          |  |      | 9  |  |             |   | 128,912 |             | 
|Deposits for reclamation costs              |  |      | 11 |  |             |   | 2,079   |             | 
|Non-current assets                          |  |      |    |  |             |   | 130,991 |             | 
|Total assets                                |  |      |    |  |             | $ | 167,512 |             | 
|                                            |  |      |    |  |             |   |         |             | 
|Liabilities                                 |  |      |    |  |             |   |         |             | 
|Bank indebtedness                           |  |      |    |  |             | $ | -       |             | 
|Accounts payable and accrued liabilities    |  |      | 12 |  |             |   | 8,142   |             | 
|Loans and borrowings                        |  |      | 13 |  |             |   | 3,600   |             | 
|Net royalty obligation                      |  |      | 14 |  |             |   | 912     |             | 
|Liabilities related to assets held for sale |  |      | 8  |  |             |   | -       |             | 
|Current liabilities                         |  |      |    |  |             |   | 12,654  |             | 
|                                            |  |      |    |  |             |   |         |             | 
|Loans and borrowings                        |  |      | 13 |  |             |   | 17,981  |             | 
|Net royalty obligation                      |  |      | 14 |  |             |   | 654     |             | 
|Decommissioning and reclamation             |  |      | 11 |  |             |   | 6,798   |             | 
|Non-current liabilities                     |  |      |    |  |             |   | 25,433  |             | 
|                                            |  |      |    |  |             |   |         |             | 
|Shareholders' equity                        |  |      |    |  |             |   |         |             | 
|Share capital                               |  |      | 15 |  |             |   | 198,489 |             | 
|Contributed surplus                         |  |      |    |  |             |   | 7,148   |             | 
|Accumulated deficit                         |  |      |    |  |             |   | (76,373 | )           | 
|Accumulated other comprehensive income      |  |      |    |  |             |   | 161     |             | 
|Total shareholders' equity                  |  |      |    |  |             |   | 129,425 |             | 
|Total liabilities and shareholders' equity  |  |      |    |  |             | $ | 167,512 |             | 







See accompanying notes to consolidated financial statements.



On behalf of the Board:









|                    |  |                          
|------------------- |  | -------------------------
|Brian Booth, P.Geo. |  | Ronald J. Hicks, CPA, CA 
|Chair               |  | Chairman, Audit Committee

























Consolidated
Statements of Income (Loss)

(In
Thousands of Canadian Dollars, except per share amounts)









|                                |  |      |    |  | DECEMBER 31 |  
|------------------------------- |  | ---- | -- |  | ----------- | -
|                                |  |      |    |  | 2014        |  
|                                |  | Note |    |  |             |  
|                                |  |      |    |  |             |  
|Revenue                         |  |      |    |  |             | $
|                                |  |      |    |  |             |  
|Mine Operating:                 |  |      |    |  |             |  
|Production costs                |  |      |    |  |             |  
|Production royalty              |  |      |    |  |             |  
|Depreciation and depletion      |  |      |    |  |             |  
|                                |  |      |    |  |             |  
|Gross profit (loss)             |  |      |    |  |             |  
|                                |  |      |    |  |             |  
|General and administrative      |  |      |    |  |             |  
|Finance expense                 |  |      | 16 |  |             |  
|Finance and other income        |  |      | 17 |  |             |  
|Impairment charge               |  |      | 10 |  |             |  
|Loss on sale of assets          |  |      |    |  |             |  
|(Gain) loss on investments      |  |      |    |  |             |  
|                                |  |      |    |  |             |  
|                                |  |      |    |  |             |  
|Profit (loss) before income tax |  |      |    |  |             |  
|                                |  |      |    |  |             |  
|Deferred income tax recovery    |  |      |    |  |             |  
|                                |  |      |    |  |             |  
|Net profit (loss)               |  |      |    |  |             | $
|                                |  |      |    |  |             |  
|Net earnings (loss) per share   |  |      |    |  |             |  
|Basic and diluted               |  |      | 21 |  |             |  
|Net earnings (loss)             |  |      |    |  |             | $
|                                |  |      |    |  |             |  
|                                |  |      |    |  |             |  
|Basic                           |  |      |    |  |             |  
|Diluted                         |  |      |    |  |             |  
|                                |  |      |    |  |             |  





See
accompanying notes to consolidated financial statements.



Consolidated
Statements of Comprehensive Income (Loss)

(In
Thousands of Canadian Dollars)









|                                                                   |  | DECEMBER 31 |       
|------------------------------------------------------------------ |  | ----------- | ------
|                                                                   |  | 2014        |       
|                                                                   |  |             |       
|Net profit (loss)                                                  |  | $           | 4,552 
|                                                                   |  |             |       
|Other comprehensive loss                                           |  |             |       
|(Gain) loss on available-for-sale securities transferred to profit |  |             | (1,317
|Unrealized gain (loss) on available-for-sale securities            |  |             | 1,425 
|Other comprehensive income                                         |  |             | 108   
|Total comprehensive income (loss)                                  |  | $           | 4,660 





See
accompanying notes to consolidated financial statements.

















Consolidated
Statements of Shareholders' Equity

(In
Thousands of Canadian Dollars)





|                                       |  | DECEMBER 31 |        
|-------------------------------------- |  | ----------- | -------
|                                       |  | 2014        |        
|                                       |  |             |        
|Share Capital                          |  |             |        
|Balance, beginning of year             |  | $           | 195,245
|Common shares and warrants issued      |  |             | 1,501  
|Transfers from contributed surplus     |  |             | 1,743  
|Balance, end of year                   |  | $           | 198,489
|                                       |  |             |        
|Contributed Surplus                    |  |             |        
|Balance, beginning of year             |  | $           | 8,223  
|Stock-based compensation               |  |             | 668    
|Transfers to share capital             |  |             | (1,743 
|Other                                  |  |             | -      
|Balance, end of year                   |  | $           | 7,148  
|                                       |  |             |        
|Accumulated Deficit                    |  |             |        
|Balance, beginning of year             |  | $           | (80,925
|Net profit (loss)                      |  |             | 4,552  
|Balance, end of year                   |  | $           | (76,373
|                                       |  |             |        
|Accumulated Other Comprehensive Income |  |             |        
|Balance, beginning of year             |  | $           | 53     
|Other comprehensive income             |  |             | 108    
|Balance, end of year                   |  | $           | 161    
|                                       |  |             |        
|Shareholders' equity, end of year      |  | $           | 129,425





See
accompanying notes to consolidated financial statements.





















Consolidated
Statements of Cash Flows

(In
Thousands of Canadian Dollars)





|                                                                      |  | DECEMBER 31 |        
|--------------------------------------------------------------------- |  | ----------- | -------
|                                                                      |  | 2014        |        
|                                                                      |  |             |        
|Cash flows from (used in) operating activities                        |  |             |        
|                                                                      |  |             |        
|Net profit (loss)                                                     |  | $           | 4,552  
|Adjustments for non-cash items:                                       |  |             |        
|Depreciation and depletion                                            |  |             | 21,965 
|Finance expense                                                       |  |             | 1,291  
|Finance and other income                                              |  |             | (1,261 
|Impairment charge                                                     |  |             | -      
|Loss on sale of assets                                                |  |             | 642    
|(Gain) loss on investments                                            |  |             | (1,317 
|Stock-based compensation                                              |  |             | 668    
|Deferred income tax recovery                                          |  |             | -      
|                                                                      |  |             | 26,540 
|                                                                      |  |             |        
|Net changes in non-cash operating working capital:                    |  |             |        
|Accounts receivable                                                   |  |             | (372   
|Inventories                                                           |  |             | (205   
|Prepaid expenses and deposits                                         |  |             | (219   
|Accounts payable and accrued liabilities                              |  |             | 1,145  
|Cash provided by operating activities                                 |  |             | 26,889 
|                                                                      |  |             |        
|Cash flows from investing activities:                                 |  |             |        
|Additions to mineral properties                                       |  |             | (22,200
|Proceeds from NSR agreement                                           |  |             | 12,822 
|Proceeds from sale of assets                                          |  |             | 8,259  
|Repurchase of royalty                                                 |  |             | (300   
|Decrease in reclamation deposits                                      |  |             | 158    
|Decrease (increase) in short-term investments                         |  |             | 4,335  
|Cash provided by (used in) investing activities                       |  |             | 3,074  
|                                                                      |  |             |        
|Cash flows from financing activities:                                 |  |             |        
|Proceeds from issue of common shares and warrants, net of issue costs |  |             | 711    
|Debenture redemption                                                  |  |             | -      
|Term loan                                                             |  |             |        
|Proceeds, net of issues costs                                         |  |             | -      
|Repayments                                                            |  |             | (2,400 
|Demand loans:                                                         |  |             |        
|Proceeds                                                              |  |             | -      
|Repayments                                                            |  |             | (7,950 
|Obligations under finance lease:                                      |  |             |        
|Repayments                                                            |  |             | (291   
|Cash from (used in) financing activities                              |  |             | (9,930 
|                                                                      |  |             |        
|Increase (decrease) in cash and cash equivalents                      |  |             | 20,033 
|Decrease in cash and cash equivalents related to assets held for sale |  |             | (238   
|                                                                      |  |             |        
|Cash and cash equivalents (bank indebtedness), beginning of year      |  |             | (8,623 
|Cash and cash equivalents (bank indebtedness), end of year            |  | $           | 11,172 





See accompanying notes to consolidated financial statements.















|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | 1. | Corporate Information:
| | -- | ----------------------



Claude Resources Inc. (“Claude”
or the “Company”) is a company domiciled in Canada. The address of the Company’s registered office is at 1500,
410 – 22nd Street East, Saskatoon, Saskatchewan, S7K 5T6. Its principal office is located at 200, 219 Robin Crescent,
Saskatoon, Saskatchewan, S7L 6M8.



Claude Resources Inc. is a gold producer whose
shares are listed on both the Toronto Stock Exchange (TSX: CRJ) and the OTCQB (OTCQB: CLGRF). The Company is also engaged in the
exploration and development of gold mineral reserves and mineral resources. The Company’s entire asset base is located in
Canada. Its revenue generating asset is the 100 percent owned Seabee Gold Operation, located in northern Saskatchewan. Claude also
owns 100 percent of the Amisk Gold Project in northeastern Saskatchewan.



| | 2. | Basis of Preparation:
| | -- | ---------------------



STATEMENT OF COMPLIANCE



These consolidated financial statements have
been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International
Accounting Standards Board (“IASB”).



These consolidated financial statements were
authorized for issue by the Company’s Board of Directors on March 26, 2015.



Details of the Company’s accounting policies,
including changes during the year, are included in Notes 3 and 4.



BASIS OF MEASUREMENT



These consolidated financial statements have
been prepared on the historical cost basis except for available-for-sale financial assets and liabilities for cash-settled share-based
payment arrangements, which are measured at fair value.



FUNCTIONAL CURRENCY



These consolidated financial statements are
presented in Canadian dollars, which is the Company’s functional currency. All financial information presented in Canadian
dollars has been rounded to the nearest thousand, except share data or as otherwise noted.



USE OF JUDGMENTS AND ESTIMATES



The preparation of the Company’s consolidated
financial statements in conformity with IFRS requires Management to make judgments, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements. Significant judgments, estimates and assumptions are related
to the useful lives and recoverability of mineral properties and deferred income tax assets or liabilities, valuation of inventory,
provisions for decommissioning and reclamation and financial instruments.



Although these estimates are based on Management’s
best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates.



Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any
future periods affected.



Critical Judgments in Applying Accounting
Policies



Critical judgments that the Company’s
management has made in the process of applying the Company’s accounting policies, apart from those involving estimates, that
have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:



Page 1







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Production Start Date



The Company assesses the stage of each mine
under construction to determine when a mine moves into commercial production. The criteria used to assess the start date of commercial
production are based on the unique nature of each mine construction project, such as the complexity of the geology and its location.
The Company considers various relevant criteria to assess when the mine construction phase is substantially complete and the mine
is ready for its intended use. At this point, deferred costs are reclassified from “Mines under construction” to “Producing
mines” and “Property, plant and equipment”. Some of the criteria will include, but are not limited, to the following:



| | · | Completion of a reasonable period of testing of the mine plant and equipment;
| | - | -----------------------------------------------------------------------------

| | · | Ability to produce precious metal in saleable form;
| | - | ---------------------------------------------------

| | · | Ability to sustain certain levels of ongoing production of precious metals; and
| | - | -------------------------------------------------------------------------------

| | · | Production attaining a reasonable percentage of Mine Plan for a specified period of time.
| | - | -----------------------------------------------------------------------------------------



When a mine enters the production stage, the
capitalization of certain construction costs cease and costs are either regarded as inventory or operating expense, except for
new capital costs which are capitalized. Depreciation and depletion commence at this time.



Exploration and Evaluation Expenditures



The application of the Company’s accounting
policy for exploration and evaluation expenditures requires judgment in determining whether future economic benefits are likely
either from future extraction or sale or where activities have not reached a stage which permits a reasonable assessment of the
existence of mineral reserves. The determination of a mineral resource is itself an estimation process that involves varying degrees
of uncertainty depending on sub-classification and these estimates directly impact the decision to continue the deferral of exploration
and evaluation expenditures. The accounting policy requires management to make certain estimates and assumptions about future events
or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions
made may change if new information becomes available. If, after an expenditure is capitalized, information becomes available suggesting
that the recovery of this expenditure is unlikely, the amount capitalized is written off in the statement of income in the period
when the new information becomes available.



Critical Estimates and Assumptions in Applying
Accounting Policies



Significant assumptions about the future and
other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in
a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:



Impairment



At the end of each reporting period, the Company
assesses whether any indication of impairment exist. Where an indicator of impairment exists, an estimate of the recoverable amount
is made. Determining the recoverable amount requires the use of estimates and assumptions such as long-term commodity prices, discount
rates, future capital requirements, exploration potential and operating performance. Changes in circumstances may affect these
estimates and the recoverable amount.



Fair value for mineral properties is generally
determined as the present value of estimated future cash flows arising from the continued use of the assets, which includes estimates
such as the cost of future expansion plans and eventual disposal, using assumptions that an independent market participant would
take into account. Cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset.



Inventories



Net realizable value tests are performed at
each reporting date and represent the estimated future sales price of the product the Company expects to realize when the product
is processed and sold, less estimated costs to complete production and bring the product to sale.



Stockpiles are measured by estimating the number of tonnes added
and removed from the stockpile, the number of contained gold ounces is based on assay data, and the estimated recovery percentage
is based on the expected processing method.



Page 2







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Stockpile tonnages are verified by periodic
surveys.



Mine Operating Costs



When determining mine operating costs recognized
in the Consolidated Statements of Income, the Company makes estimates of quantities of ore within stockpiles and of quantities
in-circuit and the recoverable gold in this material to determine the average costs of finished goods sold during the period. Changes
in these estimates can result in a change in mine operating costs of future periods and carrying amounts of inventories.



Ore Reserve and Resource Estimates



Ore reserves are estimates of the amount of
ore that can be economically extracted from the Company’s mining properties. Estimating the quantities and grades of the
reserves and resources requires the size, shape and depth of the ore bodies to be determined by analyzing geological data such
as the logging and assaying of drill samples. This process may require complex and difficult geological judgments and calculations
to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates,
commodity prices, future capital requirements and production costs along with geological assumptions and judgments made in estimating
the size and grade of the ore body.



Because the economic assumptions used to estimate
the gold mineral reserves and resources change from year to year, and because additional geological data is generated during the
course of operations, estimates of the mineral reserves and resources may change from year to year. Changes in the reserve or resource
estimates may impact upon the carrying value of exploration and evaluation assets, mine properties, property, plant and equipment,
decommissioning and reclamation, recognition of deferred tax balances and depreciation and amortization charges.



At the end of each financial year, the Company
updates its estimate of proven and probable gold mineral reserves and resources. Depreciation of the Company’s mining assets,
included within the Mineral properties line item on the Statement of Financial Position, is prospectively adjusted, based on these
changes. The Company also monitors the accuracy of the estimate during the periods between annual updates for significant changes
to economic assumptions and geological data that could require an interim update to the estimate.



Fair value measurement



The Company measures financial instruments,
such as derivatives, at fair value each balance sheet date. The fair values of financial instruments measured at amortized cost
are disclosed in Note 22. Also, from time to time, the fair values of non-financial assets and liabilities are required to be determined,
e.g., when the entity acquires a business, or where an entity measures the recoverable amount of an asset or cash-generating unit
(CGU) at fair value less costs of disposal.



Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.



The fair value of an asset or a liability is
measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants
act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's
ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.



The Company uses valuation techniques that
are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs. Changes in estimates and assumptions about these inputs could
affect the reported fair value.



Taxation



Estimation of deferred taxes includes judgments
based on expected performance of the Company. Various factors are considered to assess taxes, including past operating results,
operational plans, expiration of tax losses and tax pools carried forward and tax planning strategies.



Page 3







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Decommissioning and Reclamation



The Company’s mining and exploration
activities are subject to various environmental laws and regulations. The Company estimates environmental obligations based on
the current legal and constructive requirements. The Company provides for the closure, reclamation and decommissioning of its operating
and development sites based on the estimated future costs using information available at the reporting date. Provision is made,
based on net present values, for decommissioning and land restoration costs as soon as the obligation arises.



Additional Accounting Judgments, Estimates
and Assumptions



In addition to the above disclosure on estimates
and judgments, the Company has disclosed additional information relating to significant estimates and judgments recognized in the
consolidated financial statements throughout the following notes:



|Note 6  | Investments                    
|------- | -------------------------------
|Note 9  | Mineral Properties             
|Note 11 | Decommissioning and Reclamation
|Note 14 | Net Royalty Obligation         
|Note 15 | Share-based Compensation       
|Note 20 | Income Taxes                   
|Note 22 | Financial Instruments          



| | 3. | Significant Accounting Policies:
| | -- | --------------------------------



The accounting policies utilized by Management
for the Company and its wholly owned subsidiaries have been applied consistently to all periods presented in these consolidated
financial statements.



CONSOLIDATION PRINCIPLES



The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. Subsidiaries are entities controlled by the Company. The Company
controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated
financial statements from the date on which control commences until the date on which control ceases. These consolidated financial
statements include the Company’s proportionate share of joint operations. Intercompany transactions have been eliminated
on consolidation. The financial statements of the subsidiaries are prepared using the same reporting dates as the Company.



FOREIGN CURRENCY TRANSLATION



The Company’s functional and presentation
currency is the Canadian dollar. Transactions denominated in foreign currencies are translated into Canadian dollars at the rate
of exchange prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated
into Canadian dollars at the rate of exchange in effect at the date of the Statement of Financial Position. Non-monetary items
are translated at the rate in effect at the date of the transaction. Exchange gains and losses on these transactions are included
in profit (loss).



FINANCIAL INSTRUMENTS



Non-derivative Financial Assets



The Company initially recognizes loans and
receivables and deposits on the date they originate. All other financial assets (including assets designated at fair value through
profit or loss) are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of
the instrument.



The Company derecognizes a financial asset
when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash
flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset
are transferred.



Page 4







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Financial assets and liabilities are offset
and a net asset amount is presented in the Statement of Financial Position when, and only when, the Company has a legal right to
offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.



The Company’s non-derivative financial
assets include: held-to-maturity financial assets; loans and receivables; and available-for-sale financial assets.



Held-to-maturity financial assets



If the Company has the positive intent and
ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial
assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition,
held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses.
Any sale or reclassification of a more than insignificant amount of held-to-maturity investments not close to their maturity would
result in the reclassification of all held-to-maturity investments as available-for-sale, and prevent the Company from classifying
investment securities as held-to-maturity for the current and the following two fiscal years.



The Company’s held-to-maturity financial
assets are deposits for reclamation costs.



Loans and receivables



Loans and receivables are financial assets
with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value
plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized
cost using the effective interest method, less any impairment losses.



The Company’s loans and receivables are
comprised of: cash and cash equivalents; accounts receivable; and short-term investments.



Cash and cash equivalents comprise cash balances
and deposits with original maturities of three months or less. Bank overdrafts, if utilized, are repayable on demand, form an integral
part of the Company’s cash management and are included as a component of cash and cash equivalents for the purpose of the
Statement of Cash Flows. The Company only deposits cash surpluses with major banks of high quality credit standing. Cash on hand
earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between
one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term
deposit rates.



Available-for-sale financial assets



Available-for-sale financial assets are non-derivative
financial assets that are designated as available-for-sale and are not classified in any of the previous categories of financial
assets. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.



Subsequent to initial recognition, these assets
are measured at fair value and changes therein, other than impairment losses, are recognized in other comprehensive income and
presented within equity. When an investment is derecognized through sale or has an impairment that is other than temporary, the
cumulative gain or loss in other comprehensive income is transferred to profit or loss.



The Company’s investments in equity securities are classified
as available-for-sale financial assets.



Non-derivative Financial Liabilities



The Company initially recognizes debt securities
issued and subordinated liabilities on the date that they originate. All other financial liabilities (including liabilities designated
at fair value through profit or loss) are recognized initially on the trade date at which the Company becomes a party to the contractual
provisions of the instrument.



The Company derecognizes a financial liability
when its contractual obligations are discharged, cancelled or expire.



The Company has the following non-derivative
financial liabilities: demand loans; bank overdrafts in the form of a line of credit; accounts payable and accrued liabilities;
and the Company’s debenture.



Page 5







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Such financial liabilities are recognized initially
at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are
measured at amortized cost using the effective interest method.



Share Capital



Common shares



Common shares are classified as equity. Incremental
costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects.



Derivative and Other Financial Instruments



Derivative financial instruments, which include
foreign exchange and gold derivative contracts, are not designated as hedges. These instruments are recorded using the mark-to-market
method of accounting whereby the instruments are recorded in the consolidated Statement of Financial Position at their fair value
as either an asset or liability with changes in fair value recognized in profit or loss. Transaction costs are expensed as incurred.



Effective Interest Rate Method



The Company utilizes the effective interest
rate method when accounting for certain of its financial instruments. The effective interest rate method is a method of calculating
the amortized cost of a financial asset or a financial liability (or group of financial assets or financial liabilities) and of
allocating the interest income or interest expense over the relevant period.  The effective interest rate is the rate that
discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate,
a shorter period to the net carrying amount of the financial asset or financial liability.  When calculating the effective
interest rate, the Company estimates cash flows considering all contractual terms of the financial instrument.



INVENTORIES



Inventories are comprised of broken ore, gold
in-circuit and consumable materials and supplies.



Broken Ore



Broken ore represents material that, at the
time of extraction, the Company expects to process into a saleable form and sell at a profit. Ore is recorded as an asset that
is classified within inventory as material is extracted from underground mines. Ore contained in stockpiles is initially measured
by estimating the number of tonnes added and removed from the stockpile, and then converted to estimated ounces of gold contained
therein based on assay data and applying estimated metallurgical recovery rates (based on the expected processing method). As ore
is processed, costs are removed based on recoverable quantities of gold and each stockpile’s average cost per unit. Ore is
accumulated in stockpiles which are subsequently processed into gold dore in a saleable form under a mine plan that takes into
consideration optimal scheduling of production of the Company’s reserves, present plant capacity and the market price of
gold. Stockpiled ore on surface is valued at the lower of cost and net realizable value.



Gold In-Circuit



Gold contained in the milling circuit represents
gold that the Company counts as production but is not yet in a saleable form. Gold contained in the milling circuit is valued at
the lower of cost and net realizable value.



Materials and Supplies



Material and supplies inventory is valued at
the lower of cost and net realizable value. Any provision for obsolescence is determined by reference to specific stock items identified
as obsolete.



ASSETS HELD FOR SALE



Non-current assets, or disposal groups comprising
assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through
sale rather than through continuing use.



Page 6







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Such assets, or disposal groups, are generally
measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated
first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories,
financial assets or deferred tax assets, which continue to be measured in accordance with the Company’s other accounting
policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses
on re-measurement are recognized in profit or loss. Subsequent gains, if any, are not recognized in excess of any cumulative past
impairment losses.



Once classified as held-for-sale, intangible
assets and property, plant and equipment are no longer amortized or depreciated.



MINERAL PROPERTIES



The Company holds various positions in mining
interests, including exploration rights, mineral claims, mining leases, unpatented mining leases and options to acquire mining
claims or leases. All of these positions are classified as mineral properties for financial statement purposes.



Recognition and Measurement



All costs related to the acquisition, exploration
and development of mineral properties and the development of mining assets are capitalized on a property by property basis. These
costs include expenditure that is directly attributable to the acquisition of the asset, as well as development costs on producing
properties incurred to develop future producing assets. Development costs on producing properties include only expenditures incurred
to develop reserves or for delineation of existing reserves. Interest on debt directly related to the acquisition and development
of mineral properties is capitalized until commencement of commercial production. Expenditures for maintenance and repairs are
charged to operations expenses as incurred. The cost of self-constructed assets includes the cost of materials and direct labour,
any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling
and removing the items and restoring the site on which they are located, and borrowing costs on qualifying assets. Items of property,
plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.



The decision to develop a mine property within
a project area is based on an assessment of the commercial viability of the property and the availability of financing. Once the
decision to proceed to development is made, development and other expenditures relating to the project area are reclassified and
disclosed as part of mineral properties with the intention that these will be depreciated by charges against earnings from future
mining operations. No depreciation is charged against the property until commercial production commences. After a mine property
has been brought into commercial production, costs of additional work on that property are expensed as incurred, except for new
development costs which are capitalized.



When material components of property, plant
and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment
and depreciated separately.



Gains and losses on disposal of an item of
property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant
and equipment, and are recognized within other income in profit or loss.



Subsequent Costs



The cost of replacing a part of an item of
property, plant and equipment is added to the carrying amount of the item if it is probable that the future economic benefits embodied
within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is removed.
The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.



Depreciation and Depletion



Depreciation
is calculated over the depreciable amount (which is the cost of an asset, less its residual value, if any) using either the straight-line
method or the units of production method. Depletion is calculated over the net book value using the units of production method.
Land is shown at cost and not depreciated or depleted.



Page 7







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Upon commencement of commercial production,
the cost of mine development, mine buildings, plant and equipment directly used in production are amortized using the shorter of
the unit of production method over estimated recoverable ore reserves or the useful life of the asset. Estimated recoverable ore
reserves include proven and probable mineral reserves.



Depreciation methods, useful lives and residual
values are reviewed at each financial year end and adjusted if appropriate.



EXPLORATION AND EVALUATION EXPENDITURES



Exploration and evaluation expenditures are
those expenditures incurred by the Company in connection with the exploration for and evaluation of mineral resources before the
technical feasibility and commercial viability of extracting a mineral resource are demonstrable.



Pre-exploration expenditures are expensed as
incurred.



All direct costs related to the acquisition
and exploration of resource property interests are capitalized by property. Exploration and evaluation assets include expenditures
on acquisition of rights to explore, studies, exploratory drilling, trenching, sampling, and other direct costs related to exploration
or evaluation of a project. General and administrative costs are only included in the measurement of exploration and evaluation
costs where they are related directly to operational activities in a particular area of interest. Exploration and evaluation assets
are initially measured at cost and classified as tangible assets.



An impairment review of exploration and evaluation
assets is performed, either individually or at the cash-generating unit (“CGU”) level, when there are indicators that
the carrying amount of the assets may exceed their recoverable amounts. To the extent that this occurs, the excess is fully provided
for, in the financial period in which this is determined. Exploration and evaluation assets are reassessed on a regular basis and
these costs are carried forward provided that at least one of the conditions below is met:



| | · | such costs are expected to be recouped in full through successful development and exploration of
the area of interest or alternatively, by its sale; or
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | exploration and evaluation activities in the area of interest have not yet reached a stage that
permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant
operations in relation to the area are continuing, or planned for the future.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Where a project is determined to be technically
or commercially feasible and a decision has been made to proceed with development with respect to a particular area of interest,
the relevant exploration and evaluation asset is tested for impairment and the balance is reclassified as a development asset in
mineral properties.



LEASES



Leases in terms of which the Company assumes
substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset
is measured at an amount equal to the lower of its cost or the present value of the minimum lease payments. Subsequent to initial
recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating
leases and the leased assets are not recognized in the Company’s statement of financial position.



DECOMMISSIONING AND RECLAMATION



The mining, extraction and processing activities
of the Company normally give rise to legal and / or a constructive obligation for site closure or environmental restoration. Closure
and restoration can include property decommissioning and dismantling, removal or treatment of waste materials, as well as site
and land restoration. The Company provides for the closure, reclamation and decommissioning of its operating and development sites
based on the estimated future costs using information available at the reporting date. Costs included in the provision comprise
all closure and restoration activity expected to occur gradually over the life of the operation and at the time of closure. Routine
operating costs that may impact the ultimate closure and restoration activities, such as waste material handling conducted as a
normal part of a mining or production process, are not included in the provision.



Page 8







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



The amount of the provision recognized is estimated
based on the risk adjusted costs required to settle the present obligation, discounted using a pre-tax risk-free discount rate
consistent with the probability weighted expected cash flows.



When the provision is initially recorded, a
corresponding asset is recognized. At each reporting date the restoration and rehabilitation provisions are remeasured in line
with changes in discount rates and timing or amounts of the costs to be incurred.



Changes in the provision relating to mine rehabilitation
and restoration obligations, which are not the result of the current production of inventory, are added to or deducted from the
related asset, other than the unwinding of the discount which is recognized as a finance cost in the Statements of Income. Changes
to the provision for reclamation and remediation obligations related to operating mines, which are not the result of current production
of inventory, are recorded with an offsetting change to the related asset. For properties where mining activities have ceased or
are in reclamation, changes are charged directly to earnings.



IMPAIRMENT



Financial Assets



A financial asset not carried at fair value
through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired.
A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the
asset and that the loss event will have a negative effect on the estimated future cash flows of that asset.



Objective evidence that financial assets (including
equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Company on
terms that the Company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, or the disappearance
of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in
its fair value below its cost is objective evidence of impairment.



At the end of each reporting period, the Company
assesses whether there is objective evidence that a financial asset or group of financial assets is impaired. With respect to available-for-sale
securities, for which unrealized gains and losses are generally recognized in Other Comprehensive income (“OCI”), a
significant or prolonged decline in the fair value of the investment below its cost may be evidence that the assets are impaired.
If objective evidence of impairment were to exist, the impaired amount (i.e. the unrealized loss) would be recognized in profit
(loss); any subsequent reversals would be recognized in OCI and would not flow back into profit (loss).



Impairment losses on available-for-sale investment
securities are recognized by transferring the cumulative loss that has been recognized in other comprehensive income, and presented
in unrealized gains/losses on available-for-sale financial assets in equity, to profit or loss. The cumulative loss that is removed
from other comprehensive income and recognized in profit or loss is the difference between the acquisition cost, net of any principal
repayment and amortization, and the current fair value, less any impairment loss previously recognized in profit or loss.



If, in a subsequent period, the fair value
of an impaired available-for-sale investment security increases and the increase can be related objectively to an event occurring
after the impairment loss was recognized in profit or loss, then the impairment loss is reversed, with the amount of the reversal
recognized in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security
is recognized in other comprehensive income.



Non-Financial Assets



The carrying amounts of the Company’s
non-financial assets, other than inventories, deferred tax assets, and exploration and evaluation assets, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated.



The recoverable amount of an asset or CGU is
the greater of its value in use and its fair value less costs of disposal.



Fair value less costs of disposal is determined
as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and
willing parties. Fair value for mineral assets is generally determined as the present value of the estimated future cash flows
expected to arise from the continued use of the asset, including any expansion prospects, and its eventual disposal, using assumptions
that an independent market participant would take into account. These cash flows are discounted by an appropriate discount rate
to arrive at a net present value of the asset.



Page 9







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Value in use is determined as the present value
of the estimated future cash flows expected to arise from the continued use of the asset in its present form and its eventual disposal.
Value in use is determined by applying assumptions specific to the Company’s continued use and cannot take into account future
development. These assumptions are different than those used in calculating fair value and consequently the value in use calculation
is likely to give a different result (usually lower) than a fair value calculation. The estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset.



For the purpose of impairment testing, assets
that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing
use that are largely independent of the cash inflows of other assets or groups of assets.



An impairment loss is recognized if the carrying
amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit (loss). Impairment losses
recognized in respect of CGUs are allocated first to reduce the carrying amount of goodwill, if any, allocated to the units, and
then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.



Impairment losses recognized in prior periods
are assessed at each reporting date whenever events or changes in circumstances indicate that the impairment may have reversed.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. A reversal of an impairment
loss is recognized immediately in profit (loss).



PROVISIONS



A provision is recognized if, as a result of
a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that
an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability. The unwinding of the discount is recognized as finance cost.



EMPLOYEE FUTURE BENEFITS



Short-term Employee Benefits



Short-term employee benefit obligations are
expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash
bonus plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided
by the employee and the obligation can be estimated reliably.



Share-based Payments



The Company has two stock-based compensation
plans which are described further in Note 15(a) and 15(b).



Stock Option Plan



The Company accounts for all stock option awards
using the fair-value method of accounting. Under this method, the Company recognizes compensation expense for the stock options
granted based on their grant date fair value, which is determined using the Black-Scholes option pricing model. The fair value
of the option is expensed over the vesting period with a corresponding amount recorded as contributed surplus. Consideration received
on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital.



Page 10







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Employee Share Purchase Plan



Under the Employee Share Purchase Plan (“ESPP”),
compensation expense is recognized as the fair value of the shares granted under the plan and is recognized over the one year vesting
period pursuant to the ESPP. Consideration received from the ESPP is recorded as share capital and amounts recorded in contributed
surplus related to the fair value of the shares granted under the plan are transferred to share capital upon the issuance of shares.
Shares issued pursuant to the ESPP are valued for accounting purposes using the Black-Scholes option pricing model using variables
in effect at the grant date.



Deferred Share Unit and Restricted Share Unit Plans



The Company’s Deferred Share Unit (“DSU”)
 and Restricted Share Unit (“RSU”) Plans are cash-settled. For cash-settled plans, the fair value of the amount
payable to eligible individuals is recognized as an expense, with a corresponding increase in liabilities, over the period that
the individuals unconditionally become entitled to payment. The liability is re-measured at each reporting date and at the settlement
date. Any changes in the fair value of the liability are recognized as employee benefit expense in earnings.



TERMINATION BENEFITS



Termination benefits are expensed at the earlier of when the Company
can no longer withdraw the offer of those benefits and when the Company recognizes costs for a restructuring. If benefits are not
expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted.



REVENUE RECOGNITION



Revenue from the sale of precious metals is
recognized when the significant risks and rewards of ownership have passed to the customer. This is when persuasive evidence of
an arrangement exists, title and insurance risk passes to the customer, collection is reasonably assured and the price is reasonably
determinable.



LEASE PAYMENTS



Payments made under operating leases are recognized
in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral
part of the total lease expense, over the term of the lease.



Minimum lease payments made under finance leases
are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to
each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.



INCOME TAXES



Income tax expense is comprised of current
and deferred taxes. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business
combination, or items recognized directly in equity or in other comprehensive income.



Current



Current tax is the expected tax payable or
receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date,
and any adjustments to tax payable in respect of previous years.



Deferred



Deferred tax is recognized in respect of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.



A deferred tax asset is recognized for unused
tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will
be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be realized.



Page 11







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Tax Exposures



In determining the amount of current and deferred
tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due.
This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information
may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes
to tax liabilities will impact tax expense in the period that such a determination is made.



EARNINGS PER SHARE



The Company presents basic and diluted earnings
per share (“EPS”) data for its common shares. Basic per share amounts are calculated using the weighted average number
of shares outstanding during the period. Diluted per share amounts are calculated based on the treasury-stock method, which assumes
that any proceeds obtained on exercise of options and warrants, along with any unrecognized stock-based compensation, would be
used by the Company to repurchase common shares at the average market price during the period. The weighted average number of shares
outstanding is then adjusted by the net change.



| | 4. | Accounting Standards:
| | -- | ---------------------



Changes in Accounting Policies



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



Offsetting Financial Assets and Liabilities



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



IFRIC 21 Levies



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



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



Future Changes in Accounting Policies



These are the changes that the Company reasonably
expects will have an impact on its disclosures, financial position or performance when applied at a future date. The Company intends
to adopt these standards, if applicable, when they become effective.



Financial Instruments



IFRS 9, Financial Instruments (“IFRS
9”), was issued by the IASB on November 12, 2009 and will replace IAS 39, Financial Instruments: Recognition and Measurement
(“IAS 39”). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost
or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments
in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also
requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual
periods beginning on or after January 1, 2018 (tentative). The Company is currently evaluating the impact of IFRS 9 on its financial
statements, if any.



Page 12







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Revenue



IFRS 15, Revenue from Contracts with Customers
(“IFRS 15”), was issued by the IASB in May 2014, is effective for periods beginning on or after January 1, 2017
and is to be applied retrospectively. IFRS 15 clarifies the principles for recognizing revenue from contracts with customers. The
Company intends to adopt IFRS 15 in its financial statements for the annual period beginning January 1, 2017. The Company is currently
evaluating the impact of IFRS 15 on its financial statements, if any.



| | 5. | Determination of Fair Values:
| | -- | -----------------------------



A number of the Company’s accounting
policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities.
Fair values have been determined for measurement and or disclosure purposes based on the methods described below. When applicable,
further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.



Investments in Equity Securities and Debt Securities



The fair value of the Company’s available-for-sale
financial assets is determined by reference to their quoted closing bid price at the reporting date.



Derivatives



The fair value of the Company’s forward
contracts is estimated based on appropriate price modeling commonly used by market participants. Such modeling uses discounted
cash flow analysis with observable market inputs including future interest rates, implied volatilities and the credit risk of the
Company or the counterparties as appropriate, with resulting valuations periodically validated through third-party or counterparty
quotes.



Share-based payment transactions



The fair value of issuances under the Company’s
employee share purchase plan, and stock option plan may be measured using the Black-Scholes option pricing model. Measurement inputs
include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic
volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments
(based on historical experience and general option holder behavior) and the risk-free interest rate (based on government bonds).



| | 6. | Short-term Investments:
| | -- | -----------------------



|As at December 31,            |  |     |  | 2014 |       |  | 2013 |  
|----------------------------- |  | --- |  | ---- | ----- |  | ---- | -
|                              |  |     |  |      |       |  |      |  
|Short-term Investments        |  | (a) |  | $    | -     |  |      | $
|Available-for-sale securities |  | (b) |  |      | 1,177 |  |      |  
|                              |  |     |  | $    | 1,177 |  |      | $



(a) Short-term Investments



Short-term investments are comprised of instruments
with terms to maturity between three and 12 months. During the first half of 2014, the Company’s short-term investments were
redeemed and utilized for reduction of debt. Short-term investments are classified as loans and receivables for financial instrument
purposes (Note 22).



Page 13







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



(b) Available-for-sale Investments



|As at December 31,                                    |  | 2014 |        |   | 2013 |  
|----------------------------------------------------- |  | ---- | ------ | - | ---- | -
|                                                      |  |      |        |   |      |  
|Available-for-sale securities, beginning of period    |  | $    | 143    |   |      | $
|Acquisition of available-for-sale securities          |  |      | 2,444  |   |      |  
|Disposition of available-for-sale securities (Note 8) |  |      | (1,567 | ) |      |  
|Write-down of available-for-sale securities           |  |      | -      |   |      |  
|Unrealized gain on available-for-sale securities      |  |      | 157    |   |      |  
|Available-for-sale securities, end of period          |  | $    | 1,177  |   |      | $



At December 31, 2014, the Company reviewed
its portfolio of available-for-sale securities in order to assess whether there was objective evidence of impairment. Factors considered
in the Company’s assessment included the length of time and extent to which fair value was below cost and current conditions
specific to the investment. Utilizing these factors, the Company determined that the Company’s available-for-sale securities
were not impaired in value.



By holding these available-for-sale securities,
the Company is exposed to various risk factors including market price risk and liquidity risk (Note 22).



| | 7. | Inventories:
| | -- | ------------



Details of the Company’s inventories are as follows:



|As at December 31,                  |  | 2014 |        |  | 2013 |  
|----------------------------------- |  | ---- | ------ |  | ---- | -
|                                    |  |      |        |  |      |  
|Gold bullion and in-circuit (1) (2) |  | $    | 2,743  |  |      | $
|Stockpiled ore (1) (2)              |  |      | 1,101  |  |      |  
|Materials and supplies (3)          |  |      | 16,474 |  |      |  
|Inventories                         |  | $    | 20,318 |  |      | $



| | (1) | For the year ended December 31, 2014, depreciation and depletion of $1.2 million is included in
the above noted balances (December 31, 2013 - $1.7 million).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | For the year ended December 31, 2014, there was a $0.4 million write-down of gold inventory to
net realizable value (December 31, 2013 – $1.8 million).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | For the year ended December 31, 2014, the Company wrote-down $0.1 million of materials and supplies
inventory. There was no material write-down or reversal of write-down of materials and supplies inventory for the year ended December
31, 2013.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Write-downs and reversals, if any, are included in production costs.



| | 8. | Assets and Liabilities Classified as Held for Sale:
| | -- | ---------------------------------------------------



During 2014, the Company completed the sale
of the Madsen Gold Project located in Red Lake, Ontario, Canada to Pure Gold Mining Inc. (“Pure Gold”), formerly Laurentian
Goldfields Ltd., for $8.75 million cash and 9,776,885 shares of Pure Gold. The Company disposed of a portion of its Pure Gold shares
during 2014; at December 31, 2014, Claude had 4,047,885 shares of Pure Gold remaining.



Page 14







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | 9. | Mineral Properties:
| | -- | -------------------



Details of the Company’s property, plant and equipment included
in mineral properties are as follows:



|                                   |  | Property    |         |   |            |   |         | Exploration |  |   |         |  
|---------------------------------- |  | ----------- | ------- | - | ---------- | - | ------- | ----------- |  | - | ------- | -
|                                   |  | acquisition |         |   | Buildings, |   |         | And         |  |   |         |  
|                                   |  | and mine    |         |   | plant and  |   |         | evaluations |  |   |         |  
|                                   |  | development |         |   | equipment  |   |         | assets      |  |   | Total   |  
|                                   |  |             |         |   |            |   |         |             |  |   |         |  
|Cost                               |  |             |         |   |            |   |         |             |  |   |         |  
|                                   |  |             |         |   |            |   |         |             |  |   |         |  
|At January 1, 2013                 |  | $           | 183,759 |   |            | $ | 141,261 |             |  | $ | 97,806  |  
|Additions                          |  |             | 18,214  |   |            |   | 7,081   |             |  |   | 7,708   |  
|Reclassification to held for sale  |  |             | (1,469  | ) |            |   | (1,059  | )           |  |   | (53,302 | )
|At December 31, 2013               |  |             | 200,504 |   |            | $ | 147,283 |             |  | $ | 52,212  |  
|Additions                          |  |             | 17,181  |   |            |   | 4,965   |             |  |   | 240     |  
|Seabee NSR Royalty sale            |  |             | (12,522 | ) |            |   | -       |             |  |   | -       |  
|Transfers between groups           |  |             | 14,625  |   |            |   | 47      |             |  |   | (14,672 | )
|At December 31, 2014               |  | $           | 219,788 |   |            | $ | 152,295 |             |  | $ | 37,780  |  
|                                   |  |             |         |   |            |   |         |             |  |   |         |  
|Depreciation and impairment losses |  |             |         |   |            |   |         |             |  |   |         |  
|                                   |  |             |         |   |            |   |         |             |  |   |         |  
|At January 1, 2013                 |  | $           | 111,070 |   |            | $ | 96,808  |             |  | $ | 7,346   |  
|Depreciation                       |  |             | 10,927  |   |            |   | 11,879  |             |  |   | -       |  
|Impairment (Note 10)               |  |             | 22,059  |   |            |   | 277     |             |  |   | 41,499  |  
|Reclassification to held for sale  |  |             | -       |   |            |   | (1,059  | )           |  |   | (41,351 | )
|At December 31, 2013               |  |             | 144,056 |   |            | $ | 107,905 |             |  | $ | 7,494   |  
|Depreciation                       |  |             | 10,804  |   |            |   | 10,692  |             |  |   | -       |  
|At December 31, 2014               |  | $           | 154,860 |   |            | $ | 118,597 |             |  | $ | 7,494   |  
|                                   |  |             |         |   |            |   |         |             |  |   |         |  
|Carrying amounts                   |  |             |         |   |            |   |         |             |  |   |         |  
|                                   |  |             |         |   |            |   |         |             |  |   |         |  
|At December 31, 2013               |  | $           | 56,448  |   |            | $ | 39,378  |             |  | $ | 44,718  |  
|At December 31, 2014               |  | $           | 64,928  |   |            | $ | 33,698  |             |  | $ | 30,286  |  



Seabee Gold Operation NSR Sale



During the first quarter of 2014, the Company
completed a Net Smelter Return (“NSR”) royalty agreement on the Seabee Gold Operation. Pursuant to this transaction,
proceeds of U.S. $12.0 million were received by the Company in exchange for a three (3) percent NSR. On the Company’s Statement
of Financial Position, proceeds received from the completion of the NSR royalty agreement were booked to Cash with a corresponding
credit to Mineral Properties. Under the terms of the NSR, the Company has the option, which expires on December 31, 2016, to purchase
half or 1.5 percent of the three percent NSR for U.S. $12.0 million. The NSR payments will be paid quarterly in cash or in physical
gold at the average price of gold in each calendar month. During 2015, NSR costs were $2.3 million (2013 – nil).



Exploration properties



Amounts reflected for exploration properties
not in commercial production represent costs incurred to date, net of impairments, and are not intended to reflect present or future
values. The recoverability of these costs is dependent upon the discovery of economically recoverable ore reserves and the ability
to obtain necessary financing for the development of future profitable production from the properties or realization of sufficient
proceeds from the disposition of the properties.



At December 31, 2014, the Company reviewed its exploration and evaluation
assets individually for indicators of impairment. Management believes that the Company’s exploration and evaluation assets
have not yet reached a stage that permits a reasonable assessment of the economically recoverable reserves. In addition, exploration
activities in relation to these assets are continuing or planned for the future. As such, no indicators that the carrying amount
of these assets may exceed their recoverable amount were noted.



Page 15







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Leased machinery



To support its operations, the Company may
lease production equipment under finance lease agreements. At December 31, 2014, the Company did not have any assets under finance
leases included in buildings, plant and equipment (December 31, 2013: $3.0 million).



Security



The Company’s Term loan (Note 13) is
secured by a general security agreement covering all of the Company's assets, except those subordinated to bank debt.



Capitalized interest



At December 31, 2014, the Company did not capitalize
any interest with respect to its Term loan (Note 13). For the year ended December 31, 2013, interest costs of $0.2 million relating
to the Madsen project were capitalized in accordance with the Company’s accounting policy prior to the classification of
this project as assets held for sale.



Mine Operating Costs by Function



|December 31                |  | 2014 |        |  | 2013 |  
|-------------------------- |  | ---- | ------ |  | ---- | -
|                           |  |      |        |  |      |  
|Production costs           |  | $    | 50,211 |  |      | $
|Depreciation and depletion |  |      | 21,965 |  |      |  
|Impairments (Note 10)      |  |      | -      |  |      |  
|                           |  | $    | 72,176 |  |      | $



| | 10. | Impairment Loss
| | --- | ---------------



The Company’s accounting policy requires
assessment whether any indication of impairment exists at each of its mineral properties at the end of each reporting period.



2014 Indicators of Impairment



There have been no indicators of impairment
at December 31, 2014 for the Company’s CGU (the Seabee Gold Mine and the Santoy Mine Complex). Therefore, according to IAS
36, Impairment of Assets, no further evaluation work was required for the Seabee Gold Operation. The Company also reviewed
and concluded that a reversal of previous impairment charges was not warranted because indicators of reversal were not present.



2013 Indicators of Impairment



(a) Seabee Gold Operation



During 2013, due to revised assumptions relating
to future production from the Seabee Gold Operation during the third quarter, it was determined that there were indicators of impairment
and an estimate of the recoverable amount of the Company’s mineral properties was completed. This assessment was done at
the Cash Generating Unit (“CGU”) level, which is the lowest level for which identifiable cash flows are largely independent
of the cash flows of other assets. Fair Value Less Costs of Disposal (“FVLCD”) of the Company’s CGU was determined
by calculating the net present value of the future cash flows expected to be generated by the CGU. Determining the recoverable
amount required the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements,
exploration potential and operating performance. The estimates of future cash flows were derived from the Company’s most
recent Life of Mine Plan (“LOMP”) utilizing an average estimated long-term gold price of CDN $1,435 per ounce to estimate
future revenues. The future cash flows of the Company’s CGU were discounted using a real weighted average cost of capital
(“WACC”) of 7.75 percent after taking into account the location, market risk and various other factors deemed applicable
to the project.



Based on the Company’s estimate of FVLCD,
total impairment losses of $22.2 million were recognized during 2013 because the carrying amount of the Company’s Seabee
Gold Operation CGU exceeded its recoverable amount; as such, the Company’s Mineral properties balance was reduced by the
amount of the impairment with a corresponding charge recognized in profit (loss).



Page 16







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



(b) Madsen Property



The Company completed the sale of the Madsen
Property during the first quarter of 2014.



During 2013, the Company’s Madsen assets
were classified as held for sale. Immediately before classification as held for sale, the Madsen assets were re-measured at the
lower of their carrying amount and fair value less costs to sell. Based on the Company’s estimate of FVLCS, an impairment
loss was recognized as the carrying amount of the Company’s Madsen Property exceeded its recoverable amount by $41.6 million;
as such, the Company’s Mineral properties balance was reduced by the amount of the impairment with a corresponding charge
recognized in profit (loss).



| | 11. | Decommissioning and Reclamation:
| | --- | --------------------------------



The Company’s decommissioning and reclamation
costs consists of reclamation and closure costs. Mineral property obligations were determined using discount rates ranging from
1.76 to 2.77 percent. Expected undiscounted payments of future obligations are $7.4 million over the next 4 to 10 years. During
2014, an accretion expense of $0.1 million has been charged (2013 - $0.2 million), augmented by revisions made to the decommissioning
and reclamation costs, resulting in an increase in the overall carrying amount of the provision. Changes to the provision during
the year ended December 31, 2014 are as follows:



|As at December 31,                                                  |  | 2014 |       |  | 2013 |  
|------------------------------------------------------------------- |  | ---- | ----- |  | ---- | -
|                                                                    |  |      |       |  |      |  
|Decommissioning and reclamation provision, beginning of year        |  | $    | 6,447 |  |      | $
|Accretion                                                           |  |      | 148   |  |      |  
|Revisions due to change in estimates and discount rate              |  |      | 203   |  |      |  
|                                                                    |  |      | 6,798 |  |      |  
|Amount re-classified to Liabilities related to assets held for sale |  |      | -     |  |      |  
|Decommissioning and reclamation provision, end of year              |  | $    | 6,798 |  |      | $



As required by regulatory authorities, the
Company has provided letters of credit as security for reclamation related to its properties in the amount of $2.1 million (December
31, 2013 - $2.2 million). As security for these letters of credit, the Company has provided investment certificates in the amount
of $2.1 million (December 31, 2013 - $2.2 million).



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



| | 12. | Accounts Payable and Accrued Liabilities:
| | --- | -----------------------------------------



|As at December 31,         |  | 2014 |       |  | 2013 |  
|-------------------------- |  | ---- | ----- |  | ---- | -
|                           |  |      |       |  |      |  
|Trade payables             |  | $    | 3,225 |  |      | $
|Accrued liabilities        |  |      | 2,554 |  |      |  
|Salaries and wages payable |  |      | 2,363 |  |      |  
|                           |  | $    | 8,142 |  |      | $



The fair value of accounts payable and accruals approximate their
carrying amount. Trade payables relate mainly to the acquisition of materials, supplies and contractors services. These payables
do not accrue interest and no guarantees have been granted.



Page 17







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | 13. | Loans and Borrowings:
| | --- | ---------------------



This note provides information about the contractual
terms of the Company’s interest-bearing loans and borrowings, which are measured at amortized cost. For more information
about the Company’s exposure to interest rate and liquidity risk, see Note 22.



|As at December 31,                           |  |     |  | 2014 |       |  | 2013 |  
|-------------------------------------------- |  | --- |  | ---- | ----- |  | ---- | -
|                                             |  |     |  |      |       |  |      |  
|Current liabilities                          |  |     |  |      |       |  |      |  
|Demand loans                                 |  | (a) |  | $    | -     |  |      | $
|Current portion of finance lease liabilities |  | (b) |  |      | -     |  |      |  
|Current portion of term loan                 |  | (c) |  |      | 3,600 |  |      |  
|Revolving loan                               |  | (e) |  |      | -     |  |      |  
|                                             |  |     |  | $    | 3,600 |  |      | $



|As at December 31,      |  |     |  | 2014 |        |   | 2013 |  
|----------------------- |  | --- |  | ---- | ------ | - | ---- | -
|                        |  |     |  |      |        |   |      |  
|Non-current liabilities |  |     |  |      |        |   |      |  
|Term loan               |  | (c) |  | $    | 21,581 |   |      | $
|Less current portion    |  | (c) |  |      | (3,600 | ) |      |  
|                        |  |     |  | $    | 17,981 |   |      | $



At December 31, 2013, the Company was not in
compliance with a certain financial covenant requirement of the Term Loan. As such, the amortized cost of this facility was reclassified
as a current liability. During the first quarter of 2014, the Company obtained a waiver from the lender and entered into a Waiver
and Credit Amendment Agreement (“Amending Agreement”) to make certain amendments to the original Credit Agreement.
As such, the long-term portion of this Term Loan was reclassified back to non-current liabilities in the first quarter of 2014.
At December 31, 2014, the Company was bound by and met all covenants on this credit facility.



(a) Demand Loans



The Company’s obligations under demand
loans were retired during the third quarter of 2014.



|As at December 31, |  | 2014 |   |  | 2013 |  
|------------------ |  | ---- | - |  | ---- | -
|                   |  |      |   |  |      |  
|                   |  | $    | - |  |      | $
|                   |  | $    | - |  |      | $



(b) Finance Lease Liabilities



The Company’s obligations under finance
leases were retired during the first quarter of 2014.



(c) Term Loan



Terms



Interest on the Company’s term loan (the
“Term Loan”) with Crown Capital Partnership Inc. (“CCP”) is fixed at 10 percent, compounds monthly and
is payable monthly. Monthly principal payments of $0.3 million began in May 2014. The maturity date of the Term Loan is 60 months
from closing (April 2018), at which time a $10.9 million principal payment will be due.



Closing Costs



The Company incurred $1.6 million of closing
costs associated with the completion of this Term Loan. These costs reduce the carrying value of the Term Loan on the Statement
of Financial Position and will be amortized using the effective interest rate method at an effect rate of approximately 12 percent
over the five year period of the Term Loan.



Page 18







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



|For the years ended December 31, |  | 2014 |        |   | 2013 |  
|-------------------------------- |  | ---- | ------ | - | ---- | -
|                                 |  |      |        |   |      |  
|Term loan                        |  | $    | 25,000 |   |      | $
|Adjustments:                     |  |      |        |   |      |  
|Closing costs                    |  |      | (1,627 | ) |      |  
|Amortization of closing costs    |  |      | 608    |   |      |  
|Principal repayments             |  |      | (2,400 | ) |      |  
|Current portion                  |  |      | (3,600 | ) |      |  
|                                 |  | $    | 17,981 |   |      | $



Repayment Schedule



The tables below outline remaining scheduled
repayments of the Term Loan until maturity.



|                           |  | Term Loan |        |  |          |   |       | Future Value of | 
|-------------------------- |  | --------- | ------ |  | -------- | - | ----- | --------------- | 
|                           |  | Principal |        |  |          |   |       | Term Loan       | 
|                           |  | Payments  |        |  | Interest |   |       | Payments        | 
|As at December 31,         |  | 2014      |        |  | 2014     |   |       | 2014            | 
|                           |  |           |        |  |          |   |       |                 | 
|Less than one year         |  | $         | 3,600  |  |          | $ | 2,095 |                 | 
|Between one and five years |  |           | 19,000 |  |          |   | 3,498 |                 | 
|                           |  | $         | 22,600 |  |          | $ | 5,593 |                 | 



The Term Loan is subordinate to all of the
Company’s other short-term and long-term Loans and borrowings and contains early retraction and redemption provisions. The
Company has the right to prepay the Term Loan subject to a prepayment fee (calculated on the amount being prepaid) of:



|Months Following Closing * |  | Prepayment Fee |  
|-------------------------- |  | -------------- | -
|Months 13 – 24             |  |                | 2
|Months 25 – 36             |  |                | 1
|Months 37 – 60             |  |                | 0



* The Term Loan with CCP closed in April 2013.



(e) Revolving Loan



The Company’s $5.0 million revolving
loan was repaid during the first quarter of 2014.



(f) Line of Credit



The Company has access up to an $8.5 million
operating line of credit which bears interest at prime plus 5.0 percent; the prime rate at December 31, 2014 was 3 percent. At
December 31, 2014, this operating line of credit was undrawn. These funds are available for general corporate purposes. At December
31, 2014, the Company was bound by and met all covenants on this credit facility.



| | 14. | Net Royalty Obligation:
| | --- | -----------------------



(a) Royalty Agreements



During each of 2004, 2005, 2006 and 2007, the
Company entered into separate Royalty Agreements (“Agreements”) whereby it sold a basic royalty on gold production
at its Seabee Gold Operation. The Company received cash consideration consisting of royalty income, indemnity fee income and interest
income.



Under the terms of the Agreements, the Company is required to make
royalty payments at fixed amounts per ounce of gold produced; these amounts vary over the term of the respective Agreements. A
portion of the cash received at the inception of the respective agreements was placed with a financial institution; in return,
the Company received a promissory note which is classified as restricted for accounting purposes. The Company utilizes interest
earned from the restricted promissory notes and, if necessary, a portion of the principal to fund the basic royalty payments pursuant
to each agreement. Over the life of the royalty agreements, it is expected that interest earned and principal from the restricted
promissory notes will be sufficient to fund the expected basic royalty payments.



Page 19







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



The Company has the legal right of offset and
the intention to settle on a net basis. As such, the Company has presented these transactions on a net basis on the Statements
of Financial Position.



|                                            |  | Note   |  | 2004 Agreement |              |  | 2005 Agreement |  |                        | 2006 Agreement |  |  | 2007 Agreement         |  |  | Total |                         
|------------------------------------------- |  | ------ |  | -------------- | ------------ |  | -------------- |  | ---------------------- | -------------- |  |  | ---------------------- |  |  | ----- | ------------------------
|                                            |  |        |  |                |              |  |                |  |                        |                |  |  |                        |  |  |       |                         
|Restricted Promissory Notes                 |  |        |  |                |              |  |                |  |                        |                |  |  |                        |  |  |       |                         
|                                            |  |        |  |                |              |  |                |  |                        |                |  |  |                        |  |  |       |                         
|Principal Balance (1)                       |  | (b)(d) |  |                | -            |  |                |  | 14,679                 |                |  |  | 36,099                 |  |  |       | 26,305                  
|Interest receivable (1)                     |  |        |  |                | -            |  |                |  | 147                    |                |  |  | 2,209                  |  |  |       | 1,609                   
|Interest Rate                               |  |        |  |                | -            |  |                |  | 6 percent              |                |  |  | 7 percent              |  |  |       | 7 percent               
|Maturity                                    |  | (d)    |  |                | DEC 10, 2014 |  |                |  | FEB 15, 2015           |                |  |  | FEB 15, 2016           |  |  |       | FEB 15, 2017            
|                                            |  |        |  |                |              |  |                |  |                        |                |  |  |                        |  |  |       |                         
|Royalty Payments                            |  |        |  |                |              |  |                |  |                        |                |  |  |                        |  |  |       |                         
|                                            |  |        |  |                |              |  |                |  |                        |                |  |  |                        |  |  |       |                         
|Royalty Rate per ounce of gold produced (2) |  |        |  |                | -            |  |                |  | $65.00 to $112.45      |                |  |  | $88.95 to $198.95      |  |  |       | $48.64 to $147.05       
|Royalty payable (current) (1)               |  | (b)(d) |  |                | -            |  |                |  | 654                    |                |  |  | 2,195                  |  |  |       | 1,586                   
|Royalty obligation payable (long-term) (1)  |  | (b)(d) |  |                | -            |  |                |  | 14,179                 |                |  |  | 36,129                 |  |  |       | 26,398                  
|                                            |  |        |  |                |              |  |                |  |                        |                |  |  |                        |  |  |       |                         
|Net Profit Interest                         |  | (c)    |  |                | -            |  |                |  | -                      |                |  |  | -                      |  |  |       | -                       
|                                            |  |        |  |                |              |  |                |  |                        |                |  |  |                        |  |  |       |                         
|Applicable years (3)                        |  |        |  |                | -            |  |                |  | 2015                   |                |  |  | 2015-2016              |  |  |       | 2015-2017               
|Percent                                     |  |        |  |                | -            |  |                |  | 1.00, 2.00 or 3.00     |                |  |  | 3.75, 4.00 or 4.25     |  |  |       | 3.50, 3.70 or 3.90      
|Price of gold thresholds                    |  |        |  |                | -            |  |                |  | $875, $1,075 or $1,275 |                |  |  | $975, $1,175 or $1,375 |  |  |       | $1,250, $1,500 or $1,675



| | (1) | At December 31, 2014.
| | --- | ---------------------

| | (2) | Over the remaining life of the respective agreements.
| | --- | -----------------------------------------------------

| | (3) | The NPI pursuant to the 2004 Royalty Agreement expired on December 31, 2014.
| | --- | ----------------------------------------------------------------------------



(b) Net Royalty Obligation



The following schedule outlines the different
components of the transaction that are presented net on the Company’s consolidated Statements of Financial Position:



|As at December 31,                                 |  | 2014 |        |  | 2013 |  
|-------------------------------------------------- |  | ---- | ------ |  | ---- | -
|                                                   |  |      |        |  |      |  
|Current portion                                    |  |      |        |  |      |  
|Assets                                             |  |      |        |  |      |  
|Interest receivable on Restricted promissory notes |  | $    | 3,965  |  |      | $
|Restricted promissory note (2004 agreement)        |  |      | -      |  |      |  
|Restricted promissory note (2005 agreement)        |  |      | 14,679 |  |      |  
|                                                   |  |      | 18,644 |  |      |  
|                                                   |  |      |        |  |      |  
|Liabilities                                        |  |      |        |  |      |  
|Current portion of deferred revenue                |  |      | 942    |  |      |  
|Interest payable on royalty obligations            |  |      | 4,435  |  |      |  
|Royalty obligation (2004 agreement)                |  |      | -      |  |      |  



Page 20







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



|As at December 31,                  |  | 2014 |        |   | 2013 |  
|----------------------------------- |  | ---- | ------ | - | ---- | -
|                                    |  |      |        |   |      |  
|Royalty obligation (2005 agreement) |  |      | 14,179 |   |      |  
|                                    |  |      | 19,556 |   |      |  
|                                    |  |      |        |   |      |  
|Net royalty obligation (current)    |  | $    | (912   | ) |      | $



|As at December 31,                 |  | 2014 |        |   | 2013 |  
|---------------------------------- |  | ---- | ------ | - | ---- | -
|                                   |  |      |        |   |      |  
|Long-term portion                  |  |      |        |   |      |  
|Assets                             |  |      |        |   |      |  
|Restricted promissory notes        |  | $    | 62,404 |   |      | $
|                                   |  |      |        |   |      |  
|Liabilities                        |  |      |        |   |      |  
|Deferred revenue                   |  |      | 531    |   |      |  
|Royalty obligation                 |  |      | 62,527 |   |      |  
|                                   |  |      | 63,058 |   |      |  
|                                   |  |      |        |   |      |  
|Net royalty obligation (long-term) |  | $    | (654   | ) |      | $
|                                   |  |      |        |   |      |  
|Total net royalty obligation       |  | $    | (1,566 | ) |      | $



The interest income and the indemnity fees
received by the Company are being amortized into income over the prepayment period and the life of the respective agreements. The
interest income and the indemnity fees are netted against interest expense and are reflected in “Financing expense”
on the consolidated statement of income.



(c) NPI Payment



In addition to the royalty, the Company granted
a net profit interest (“NPI”) of varying percentages, payable only if gold prices exceed a pre-determined threshold.
Prior to any NPI payment, the Company is entitled to first recover the NPI expenditures (including capital expenditures), working
capital, operating losses, interest charges and asset retirement obligations relating to the production of ore at the Seabee Operation.
These expenditures are calculated on a cumulative basis from the commencement of the individual agreements. At December 31, 2014,
the cumulative carry forward amounts remained in a deficiency position under each of the agreements and no payments are expected
during 2015 or 2016.



(d) Call and Put



Under certain circumstances, a 100 percent
owned subsidiary of Claude has the right to purchase (“Call”) the equity of the holder of the royalties or right to
receive the royalties at an amount no greater than the fair market value thereof at the time of the Call. The Call price will be
paid from the balance owing to the Company under the promissory notes. Under certain circumstances, the purchaser of the royalties
will have the right to sell (“Put”) their interest in the royalty to the Company at an amount no greater than the fair
market value thereof at the time of the Put. However, such right is subject to the subsidiary of Claude’s pre-emptive right
to exercise the Call in advance of any Put being exercised and completed.



During the year ended December 31, 2014, the
Company’s 100 percent owned subsidiary exercised its call right to purchase the equity of the holder of the royalty pursuant
to the 2004 Red Mile Royalty Agreement. Furthermore, subsequent to December 31, 2014, the same subsidiary exercised its call right
to purchase the equity of the holder pursuant to the 2005 Red Mile Royalty Agreement. In each case, the restricted promissory note
pursuant to the respective agreements was sufficient to satisfy the call price. At March 26, 2015, only the 2006 and 2007 Royalty
Agreements remain.



| | 15. | Share Capital:
| | --- | --------------



AUTHORIZED



The authorized share capital of the Company
consists of an unlimited number of common shares and two classes of unlimited preferred shares issuable in series.



Page 21









|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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 all 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.



|As at December 31,                  |  |        |             |  | 2014 |   |         |        |  |  | 2013        | 
|----------------------------------- |  | ------ | ----------- |  | ---- | - | ------- | ------ |  |  | ----------- | 
|                                    |  | Shares |             |  |      |   |         | Shares |  |  |             | 
|Common shares:                      |  |        |             |  |      |   |         |        |  |  |             | 
|                                    |  |        |             |  |      |   |         |        |  |  |             | 
|Outstanding, beginning of year      |  |        | 175,811,376 |  |      | $ | 190,999 |        |  |  | 173,745,564 | 
|ESPP (a)                            |  |        | 7,799,148   |  |      |   | 2,454   |        |  |  | 2,065,812   | 
|Equity issue (e)                    |  |        | 4,545,454   |  |      |   | 1,000   |        |  |  | -           | 
|Issue costs, net of income taxes    |  |        | -           |  |      |   | (210    | )      |  |  | -           | 
|Outstanding, end of year            |  |        | 188,155,978 |  |      |   | 194,243 |        |  |  | 175,811,376 | 
|                                    |  |        |             |  |      |   |         |        |  |  |             | 
|Warrants and other equity:          |  |        |             |  |      |   |         |        |  |  |             | 
|                                    |  |        |             |  |      |   |         |        |  |  |             | 
|Warrants (e) (f)                    |  |        |             |  |      |   | 4,474   |        |  |  |             | 
|Tax adjusted cumulative issue costs |  |        |             |  |      |   | (228    | )      |  |  |             | 
|                                    |  |        | 188,155,978 |  |      | $ | 198,489 |        |  |  | 175,811,376 | 



The Company has the following equity-settled plans:



| | (a) | Employee Share Purchase Plan (“ESPP”)
| | --- | -------------------------------------



The ESPP was established to encourage employees
to purchase the Company’s common shares. Under the plan, eligible employees may contribute up to five percent of their basic
annual salary and the Company shall contribute common shares in an amount equal to 50 percent of the employee’s contribution.
Shares of the Company are issued to employees based on a weighted average market price over a specific period.



During 2014, the Company issued 7,799,148 common
shares (2013 – 2,065,812) pursuant to this plan. The maximum number of common shares of the Company available for issue under
this ESPP is five percent of the Company’s common shares outstanding.Distribution of common shares pursuant to the
Company’s ESPP occurs annually, subsequent to the year of participation. Subsequent to December 31, 2014, the Company issued
6,105,093 shares pursuant to 2014 participation in the plan.



The weighted average fair value of ESPP options
granted during 2014 was $0.06 (2013 - $0.25) and, for accounting purposes, was estimated using the Black-Scholes option pricing
model with assumptions of a 1.00 year weighted average expected option life (2013 – 1.00 year), a 19 percent expected forfeiture
rate (2013 – 23 percent), 68 percent volatility (2013 – 61 percent) and an interest rate of 1.0 percent (2013 –
1.1 percent). The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the
Company’s shares over the weighted average expected option life.



During 2014, compensation expense recognized
in respect of the ESPP was $0.3 million (2013 - $1.7 million). This compensation expense has been included in General and administrative
expense in the Consolidated Statements of Income.



Page 22









|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | (b) | Stock Option Plan
| | --- | -----------------



The Company has established a stock option
plan under which common share purchase options may be granted to directors, officers and key employees. The maximum number of common
shares available for option under the stock option plan is nine percent of the Company’s common shares outstanding. Options
granted have an exercise price of the Company’s prior day’s closing price quoted on the TSX for the common shares of
Claude. All options are settled by physical delivery of shares. Vesting periods of options granted under the Company’s stock
option plan vary on a grant by grant basis, at the discretion of the Company’s Board of Directors. Grants to Employees have
a term to expiry of 7 to 10 years and typically have a vesting term of 3 to 5 years. Grants to Directors have a term to expiry
of 7 to 10 years and vest immediately.



Options outstanding under this plan at December
31, 2014 and December 31, 2013 and their weighted average exercise prices are as follows:



|                         |  |         |           |   | Weighted |   |      |         |  |  | Weighted  |  
|------------------------ |  | ------- | --------- | - | -------- | - | ---- | ------- |  |  | --------- | -
|                         |  | DEC 31  |           |   | Average  |   |      | DEC 31  |  |  | Average   |  
|                         |  | 2014    |           |   | Exercise |   |      | 2013    |  |  | Exercise  |  
|                         |  | Options |           |   | Price    |   |      | Options |  |  | Price     |  
|                         |  |         |           |   |          |   |      |         |  |  |           |  
|Beginning of year        |  |         | 7,936,361 |   |          | $ | 1.19 |         |  |  | 6,948,527 |  
|Options granted          |  |         | 1,096,576 |   |          |   | 0.21 |         |  |  | 1,937,268 |  
|Options exercised        |  |         | -         |   |          |   | -    |         |  |  | -         |  
|Options forfeited        |  |         | (475,000  | ) |          |   | 1.05 |         |  |  | (934,434  | )
|Options expired          |  |         | (60,000   | ) |          |   | 1.57 |         |  |  | (15,000   | )
|Outstanding, end of year |  |         | 8,497,937 |   |          | $ | 1.07 |         |  |  | 7,936,361 |  



There were no stock options exercised during
2014 or 2013.



For director and employee options outstanding
at December 31, 2014, the range of exercise prices, the weighted average exercise price and the weighted average remaining contractual
life are as follows:



|                       |  | Options Outstanding |           |  | Options Exercisable (Vested)    | 
|---------------------- |  | ------------------- | --------- |  | ------------------------------- | 
|Option Price Per Share |  | Quantity            |           |  | Weighted Average Remaining Life | 
|$0.17 - $0.50          |  |                     | 2,880,341 |  |                                 | 
|$0.51 - $1.00          |  |                     | 973,178   |  |                                 | 
|$1.01 - $1.50          |  |                     | 2,339,673 |  |                                 | 
|$1.51 - $2.00          |  |                     | 1,828,000 |  |                                 | 
|$2.01 - $2.38          |  |                     | 476,745   |  |                                 | 
|                       |  |                     | 8,497,937 |  |                                 | 



The foregoing options have expiry dates ranging
from January 5, 2015 to December 11, 2021.



The weighted average fair value of stock options
granted during 2014 was $0.13 and was estimated using the Black-Scholes option pricing model with assumptions of a 5.9 year weighted
average expected option life, a 6.8 percent expected forfeiture rate, 74.2 percent volatility and interest rates ranging from 1.4
to 1.9 percent. The weighted average fair value of stock options granted during 2013 was $0.28 and was estimated using the Black-Scholes
option pricing model with assumptions of a 6.1 year weighted average expected option life, a 4.8 percent expected forfeiture rate,
72.9 percent volatility and interest rates ranging from 1.4 to 2.1 percent.



For 2014, the compensation expense recognized
in respect of stock options was $0.4 million (2013 - $0.5 million). This compensation expense has been included in General and
administrative expenses in the Consolidated Statements of Income (loss).



The expected volatility used in the Black-Scholes
option pricing model is based on the historical volatility of the Company’s shares over the weighted average expected option
life.



Page 23







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



The Company has the following cash-settled plans:



| | (c) | Deferred Share Unit Plan
| | --- | ------------------------



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



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



Compensation expense recognized in respect
of DSUs during 2014 was $1.0 million (2013 - $0.2 million). This compensation expense has been included in General and administrative
expenses in the Consolidated Statements of Income.



| | (d) | Restricted Share Unit Plan
| | --- | --------------------------



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



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



During 2014, compensation expense recognized
in respect of RSUs $0.2 million (2013 - $nil). This compensation expense has been included in General and administrative expenses
in the Consolidated Statements of Income.



Equity Issue:



| | (e) | Credit Agreement Waiver
| | --- | -----------------------



During 2013, the Company granted 5,750,000
common share purchase warrants priced at $0.70 per common share purchase warrant (Note 15(f)). The value of the common share purchase
warrants on the date of issuance was $1.0 million. During the first quarter of 2014, pursuant to a credit agreement waiver with
CCP, the warrants were cancelled for consideration of $1.0 million, which was paid with 4,545,454 common shares of the Company.



Other:



| | (f) | Schedule of Warrants Outstanding
| | --- | --------------------------------



Each common share purchase warrant entitles
the holder to acquire one common share of the Company at prices determined at the time of issue.



|         |      |  |               |               | Number         |  |           |         |  |  |           |  |  | Number         |          
|-------- | ---- |  | ------------- | ------------- | -------------- |  | --------- | ------- |  |  | --------- |  |  | -------------- | ---------
|Exercise |      |  |               |               | Outstanding at |  |           |         |  |  |           |  |  | Outstanding at |          
|Price    |      |  | Expiry Date * |               | DEC 31, 2013   |  |           | Granted |  |  | Cancelled |  |  | DEC 31, 2014   |          
|$        | 0.70 |  |               | April 5, 2018 |                |  | 5,750,000 |         |  |  | -         |  |  |                | 5,750,000



* At December 31, 2014, there were no common
share purchase warrants outstanding. This compares to 5.8 million common share purchase warrants outstanding at December 31, 2013.
As noted above, the 5,750,000 warrants held by CCP were cancelled in conjunction with an Amending Agreement pursuant to a long
term debt arrangement between Claude and CCP during the first quarter of 2014.



Page 24







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



The range of exercise prices and dates of expiration of the common
share purchase warrants outstanding at December 31, 2013 were as follows:



|         |      |  |             |               | Number         |  |           |         |  |  |           |  |  | Number         |          
|-------- | ---- |  | ----------- | ------------- | -------------- |  | --------- | ------- |  |  | --------- |  |  | -------------- | ---------
|Exercise |      |  |             |               | Outstanding at |  |           |         |  |  |           |  |  | Outstanding at |          
|Price    |      |  | Expiry Date |               | DEC 31, 2012   |  |           | Granted |  |  | Expired   |  |  | DEC 31, 2013   |          
|$        | 1.60 |  |             | May 22, 2013  |                |  | 1,693,200 |         |  |  | -         |  |  |                | 1,693,200
|$        | 0.70 |  |             | April 5, 2018 |                |  | -         |         |  |  | 5,750,000 |  |  |                | -        
|         |      |  |             |               |                |  | 1,693,200 |         |  |  | 5,750,000 |  |  |                | 1,693,200



| | 16. | Finance Expense:
| | --- | ----------------



|For the years ended December 31,           |  | 2014 |       |  | 2013 |  
|------------------------------------------ |  | ---- | ----- |  | ---- | -
|                                           |  |      |       |  |      |  
|Interest expense on loans and borrowings   |  | $    | 2,770 |  |      | $
|Interest capitalized to mineral properties |  |      | -     |  |      |  
|Retirement of warrants                     |  |      | 790   |  |      |  
|Debenture and Term Loan amortization       |  |      | 354   |  |      |  
|Accretion expense                          |  |      | 148   |  |      |  
|                                           |  | $    | 4,062 |  |      | $



Finance expense paid for during 2014 was $2.8 million (December
31, 2013 - $2.9 million).



| | 17. | Finance and Other Income:
| | --- | -------------------------



|For the years ended December 31, |  | 2014 |        |   | 2013 |  
|-------------------------------- |  | ---- | ------ | - | ---- | -
|                                 |  |      |        |   |      |  
|Net royalty income               |  | $    | (1,261 | ) |      | $
|Other income                     |  |      | (165   | ) |      |  
|Derivative gain                  |  |      | (711   | ) |      |  
|Interest income                  |  |      | (110   | ) |      |  
|                                 |  | $    | (2,247 | ) |      | $



Finance and other income received during 2014 was $1.0 million (December
31, 2013 - $1.5 million).



| | 18. | Personnel Expenses:
| | --- | -------------------



|For the years ended December 31,               |  | 2014 |        |  | 2013 |  
|---------------------------------------------- |  | ---- | ------ |  | ---- | -
|                                               |  |      |        |  |      |  
|Wages and salaries                             |  | $    | 32,812 |  |      | $
|Canadian Pension Plan (CPP) and EI remittances |  |      | 1,216  |  |      |  
|                                               |  | $    | 34,028 |  |      | $



| | 19. | Related Party Transactions:
| | --- | ---------------------------



Key Management Personnel



Compensation of key management personnel of the Company:



|For the years ended December 31,                                       |  | 2014 |       |  | 2013 |  
|---------------------------------------------------------------------- |  | ---- | ----- |  | ---- | -
|                                                                       |  |      |       |  |      |  
|Cash compensation – Salaries, short-term incentives and other Benefits |  | $    | 1,655 |  |      | $
|Long term incentives, including share-based payments                   |  |      | 1,120 |  |      |  
|Total compensation paid to key management personnel                    |  | $    | 2,775 |  |      | $



Page 25







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



The Company’s Executive Leadership Team
(consisting of the Chief Executive Officer and the Chief Financial Officer) are considered to be Key Management Personnel. In addition,
members of the Company’s Board of Directors are included in this definition, as defined by IAS 24, Related Party Disclosures.



Compensation of the Company’s key management
personnel includes salaries, non-cash benefits and board fees. Executive officers also participate in the Company’s ESPP,
stock compensation program and RSU program. The Board of Directors also participate in the DSU program.



| | 20. | Income Taxes:
| | --- | -------------



(a) Effective tax rate reconciliation



The provision for income tax, both current
and deferred, differs from the amount calculated by applying the combined expected federal and provincial income tax rate to profit
before income tax. The reasons for these differences are as follows:



|For the years ended December 31,                      |  | 2014 |        |   | 2013 |  
|----------------------------------------------------- |  | ---- | ------ | - | ---- | -
|                                                      |  |      |        |   |      |  
|Profit (loss) before income taxes                     |  | $    | 4,552  |   |      | $
|Federal and Provincial statutory income tax rate      |  |      | 27.0   | % |      |  
|Expected tax (recovery) expense                       |  |      | 1,229  |   |      |  
|                                                      |  |      |        |   |      |  
|Permanent differences                                 |  |      | 89     |   |      |  
|Other                                                 |  |      | (174   | ) |      |  
|Loss of resource pools on sale of Madsen Gold Project |  |      | 4,991  |   |      |  
|Decrease in tax assets related to royalty payable     |  |      | 255    |   |      |  
|Tax assets not recorded                               |  |      | (6,390 | ) |      |  
|Income tax recovery                                   |  | $    | -      |   |      | $



(b) Income tax recognized directly in Other
comprehensive income (loss)



Other comprehensive income included on the
consolidated statements of comprehensive income (loss) is presented net of income taxes. The following income tax amounts are included
in each component of other comprehensive income (loss):



For the year ended December 31, 2013:



|                                                            |  |            |      |   | Income tax         |  |     |            | 
|----------------------------------------------------------- |  | ---------- | ---- | - | ------------------ |  | --- | ---------- | 
|                                                            |  | Before tax |      |   | (recovery) expense |  |     | Net of tax | 
|                                                            |  |            |      |   |                    |  |     |            | 
|Other comprehensive income (loss)                           |  |            |      |   |                    |  |     |            | 
|                                                            |  |            |      |   |                    |  |     |            | 
|Loss on available for sale securities transferred to profit |  |            | 262  |   |                    |  | (35 | )          | 
|Unrealized loss on available for sale securities            |  |            | (231 | ) |                    |  | 32  |            | 
|                                                            |  |            | 31   |   |                    |  | (3  | )          | 



For the year ended December 31, 2014:



|                                                            |  |            |        |   | Income tax         |  |   |            | 
|----------------------------------------------------------- |  | ---------- | ------ | - | ------------------ |  | - | ---------- | 
|                                                            |  | Before tax |        |   | (recovery) expense |  |   | Net of tax | 
|                                                            |  |            |        |   |                    |  |   |            | 
|Other comprehensive income (loss)                           |  |            |        |   |                    |  |   |            | 
|                                                            |  |            |        |   |                    |  |   |            | 
|Gain on available for sale securities transferred to profit |  |            | (1,317 | ) |                    |  | - |            | 
|Unrealized gain on available for sale securities            |  |            | 1,425  |   |                    |  | - |            | 
|                                                            |  |            | 108    |   |                    |  | - |            | 



Page 26







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



(c) Significant components of recognized
Deferred income tax assets (liabilities)



The significant components of deferred income tax assets/liabilities
are as follows:



|                                               |  |       |        |   |            |  |        |            |  |  | Recognized in |   |  |        |  
|---------------------------------------------- |  | ----- | ------ | - | ---------- |  | ------ | ---------- |  |  | ------------- | - |  | ------ | -
|                                               |  |       |        |   | Recognized |  |        | Recognized |  |  | other         |   |  |        |  
|                                               |  | JAN 1 |        |   | in         |  |        | directly   |  |  | comprehensive |   |  | DEC 31 |  
|                                               |  | 2013  |        |   | Net profit |  |        | to equity  |  |  | Income        |   |  | 2013   |  
|                                               |  |       |        |   |            |  |        |            |  |  |               |   |  |        |  
|Deferred income tax assets (liabilities)       |  |       |        |   |            |  |        |            |  |  |               |   |  |        |  
|Financing charges                              |  |       | 688    |   |            |  | (430   | )          |  |  | (258          | ) |  |        | -
|Decommissioning and reclamation                |  |       | 2,475  |   |            |  | (2,475 | )          |  |  | -             |   |  |        | -
|Net royalty obligation                         |  |       | 2,505  |   |            |  | (2,505 | )          |  |  | -             |   |  |        | -
|Investments                                    |  |       | -      |   |            |  | (3     | )          |  |  | -             |   |  |        | 3
|Mineral properties                             |  |       | (7,815 | ) |            |  | 7,815  |            |  |  | -             |   |  |        | -
|Loss carry forwards                            |  |       | 1,002  |   |            |  | (1,002 | )          |  |  | -             |   |  |        | -
|Other                                          |  |       | 48     |   |            |  | 20     |            |  |  | (68           | ) |  |        | -
|Total Deferred income tax assets (liabilities) |  |       | (1,097 | ) |            |  | 1,420  |            |  |  | (326          | ) |  |        | 3



|                                               |  |       |   |  |            |  |   |            |  |  | Recognized in |  |  |        |  
|---------------------------------------------- |  | ----- | - |  | ---------- |  | - | ---------- |  |  | ------------- |  |  | ------ | -
|                                               |  |       |   |  | Recognized |  |   | Recognized |  |  | other         |  |  |        |  
|                                               |  | JAN 1 |   |  | in         |  |   | directly   |  |  | comprehensive |  |  | DEC 31 |  
|                                               |  | 2014  |   |  | Net profit |  |   | to equity  |  |  | Income        |  |  | 2014   |  
|                                               |  |       |   |  |            |  |   |            |  |  |               |  |  |        |  
|Deferred income tax assets (liabilities)       |  |       |   |  |            |  |   |            |  |  |               |  |  |        |  
|Financing charges                              |  |       | - |  |            |  | - |            |  |  | -             |  |  |        | -
|Decommissioning and reclamation                |  |       | - |  |            |  | - |            |  |  | -             |  |  |        | -
|Net royalty obligation                         |  |       | - |  |            |  | - |            |  |  | -             |  |  |        | -
|Investments                                    |  |       | - |  |            |  | - |            |  |  | -             |  |  |        | -
|Mineral properties                             |  |       | - |  |            |  | - |            |  |  | -             |  |  |        | -
|Loss carry forwards                            |  |       | - |  |            |  | - |            |  |  | -             |  |  |        | -
|Other                                          |  |       | - |  |            |  | - |            |  |  | -             |  |  |        | -
|Total Deferred income tax assets (liabilities) |  |       | - |  |            |  | - |            |  |  | -             |  |  |        | -



Management is not recognizing any deferred
tax assets in excess of its deferred tax liabilities and does not expect to recognize any significant deferred tax assets or liabilities
in the foreseeable future from its current operations.



(d) Significant components of unrecognized
Deferred income tax assets (liabilities)



The significant components of unrecognized deferred income tax assets/liabilities
are as follows:



|                                         |  | JAN 1
                                                                        2013 |     |  | Tax assets not recognized in net income |  |        | Tax assets not recognized in equity |  |  | Tax assets not recognized in other comprehensive income |  |  | DEC 31
2013 |  
|---------------------------------------- |  | ---------------------------------------------------------------------------------- | --- |  | --------------------------------------- |  | ------ | ----------------------------------- |  |  | ------------------------------------------------------- |  |  | ----------- | -
|                                         |  |                                                                                    |     |  |                                         |  |        |                                     |  |  |                                                         |  |  |             |  
|Deferred income tax assets (liabilities) |  |                                                                                    |     |  |                                         |  |        |                                     |  |  |                                                         |  |  |             |  
|Financing charges                        |  |                                                                                    | -   |  |                                         |  | 165    |                                     |  |  | -                                                       |  |  |             | -
|Decommissioning and reclamation          |  |                                                                                    | -   |  |                                         |  | 2,342  |                                     |  |  | -                                                       |  |  |             | -
|Net royalty obligation                   |  |                                                                                    | -   |  |                                         |  | 2,017  |                                     |  |  | -                                                       |  |  |             | -
|Investments                              |  |                                                                                    | 247 |  |                                         |  | 32     |                                     |  |  | -                                                       |  |  |             | -
|Mineral properties                       |  |                                                                                    | -   |  |                                         |  | 12,532 |                                     |  |  | -                                                       |  |  |             | -
|Loss carry forwards                      |  |                                                                                    | -   |  |                                         |  | 989    |                                     |  |  | -                                                       |  |  |             | -
|Other                                    |  |                                                                                    | -   |  |                                         |  | 66     |                                     |  |  | -                                                       |  |  |             | -
|                                         |  |                                                                                    | 247 |  |                                         |  | 18,143 |                                     |  |  | -                                                       |  |  |             | -



Page 27







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



|                                         |  | JAN 1
2014 |        |  | Tax assets not recognized in net income |  |        | Tax assets not recognized in equity |  |  | Tax assets not recognized in other comprehensive income |  |  | DEC 31
                                                                        2014 |  
|---------------------------------------- |  | ---------- | ------ |  | --------------------------------------- |  | ------ | ----------------------------------- |  |  | ------------------------------------------------------- |  |  | ----------------------------------------------------------------------------------- | -
|                                         |  |            |        |  |                                         |  |        |                                     |  |  |                                                         |  |  |                                                                                     |  
|Deferred income tax assets (liabilities) |  |            |        |  |                                         |  |        |                                     |  |  |                                                         |  |  |                                                                                     |  
|Financing charges                        |  |            | 165    |  |                                         |  | 30     |                                     |  |  | -                                                       |  |  |                                                                                     | -
|Decommissioning and reclamation          |  |            | 2,342  |  |                                         |  | (507   | )                                   |  |  | -                                                       |  |  |                                                                                     | -
|Net royalty obligation                   |  |            | 2,017  |  |                                         |  | (678   | )                                   |  |  | -                                                       |  |  |                                                                                     | -
|Investments                              |  |            | 279    |  |                                         |  | (168   | )                                   |  |  | -                                                       |  |  |                                                                                     | -
|Mineral properties                       |  |            | 12,532 |  |                                         |  | (5,275 | )                                   |  |  | -                                                       |  |  |                                                                                     | -
|Loss carry forwards                      |  |            | 989    |  |                                         |  | -      |                                     |  |  | -                                                       |  |  |                                                                                     | -
|Other                                    |  |            | 66     |  |                                         |  | 208    |                                     |  |  | -                                                       |  |  |                                                                                     | -
|                                         |  |            | 18,390 |  |                                         |  | (6,390 | )                                   |  |  | -                                                       |  |  |                                                                                     | -



(e) Unrecognized Income Tax Credits



The Company has $4.1 million (2013 - $4.2 million)
of unused income tax credits that can be applied against future taxes payable. No deferred tax asset or income tax credit receivable
has been recognized as it is not probable that future taxable profits will be available to utilize the credits. The income tax
credit will expire, if unused, as follows:



|     |  | 2014 |      
|---- |  | ---- | -----
|     |  |      |      
|2026 |  | $    | 61   
|2027 |  |      | 539  
|2028 |  |      | 314  
|2029 |  |      | 230  
|2030 |  |      | 273  
|2031 |  |      | 700  
|2032 |  |      | 1,843
|2033 |  |      | 157  
|2034 |  |      | 11   
|     |  | $    | 4,128



(f) Unrecognized Tax Loss Carryforwards



The Company has tax loss carryforward balances
that have not been recognized. No deferred tax asset has been recognized as it is not probable that they will be utilized. The
tax loss carryforward balance and year of expiry are summarized as follows:



|     |  | 2014 |      
|---- |  | ---- | -----
|     |  |      |      
|2025 |  | $    | 283  
|2026 |  |      | 278  
|2027 |  |      | 313  
|2028 |  |      | 287  
|2029 |  |      | 779  
|2030 |  |      | 1,143
|2031 |  |      | 489  
|2032 |  |      | 90   
|2033 |  |      | 96   
|     |  | $    | 3,758



Page 28







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | 21. | Earnings (Loss) Per Share:
| | --- | --------------------------



Basic:



The calculation of basic earnings per share
has been based on the following profit (loss) attributable to ordinary shareholders and weighted-average number of ordinary shares
outstanding.



|For the years ended December 31,                             |  | 2014 |         |  | 2013 |  
|------------------------------------------------------------ |  | ---- | ------- |  | ---- | -
|                                                             |  |      |         |  |      |  
|Net profit (loss) attributable to common Shareholders        |  | $    | 4,552   |  |      | $
|Weighted average number of common shares outstanding (basic) |  |      | 186,645 |  |      |  
|Basic net profit (loss) per share                            |  | $    | 0.02    |  |      | $



Diluted:



|For the years ended December 31,                               |  | 2014 |         |  | 2013 |  
|-------------------------------------------------------------- |  | ---- | ------- |  | ---- | -
|                                                               |  |      |         |  |      |  
|Net profit (loss) attributable to common Shareholders          |  | $    | 4,552   |  |      | $
|Weighted average number of common shares outstanding           |  |      | 186,645 |  |      |  
|Dilutive effect of stock options                               |  |      | 232     |  |      |  
|Dilutive effect of warrants                                    |  |      | -       |  |      |  
|Weighted average number of common Shares outstanding (diluted) |  |      | 186,877 |  |      |  
|Diluted net profit (loss) per share                            |  | $    | 0.02    |  |      | $



Excluded from the computation of diluted earnings
per share for the year ended December 31, 2014 were options outstanding on 7.7 million common shares with an average exercise price
greater than the average market price of the Company’s common shares.



For the year ended December 31, 2013, there
was no effect of applying the treasury-stock method to the weighted average number of shares outstanding as all of the options
and warrants were anti-dilutive.



| | 22. | Financial Instruments:
| | --- | ----------------------



The Company is exposed in varying degrees to
a variety of financial instrument related risks by virtue of its activities. The overall financial risk management program focuses
on preservation of capital and protecting current and future Company assets and cash flows by reducing exposure to risks posed
by the uncertainties and volatilities of financial markets.

The Company’s Board of Directors has
responsibility to ensure that an adequate financial risk management policy is established and to approve the policy.



The Company’s Audit Committee oversees
Management’s compliance with the Company’s financial risk management policy, approves financial risk management programs,
and receives and reviews reports on management compliance with the policy.



The types of risk exposures and the way
in which such exposures are managed are as follows:



Credit Risk – The Company’s
credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents, receivables, and commodity
and currency instruments. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and
cash equivalents and reclamation deposits with high-credit quality financial institutions. Sales of precious metals are to entities
considered to be credit worthy, as evaluated through the Company’s risk management program, which includes an evaluation
of new and existing customers and quarterly monitoring.



Page 29







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Liquidity Risk – The Company
ensures that there is sufficient capital in order to meet short term business requirements, after taking into account cash flows
from operations and the Company’s holdings of cash and cash equivalents. The Company believes operating cash flows will be
sufficient to fund the ongoing capital improvements at the Seabee properties for the next twelve months. The Company’s cash
is invested in business accounts with quality financial institutions and is available on demand.



|                                |  | Payments/Commitments due by period |       
|------------------------------- |  | ---------------------------------- | ------
|At December 31, 2014            |  | Total                              |       
|Contractual Obligation          |  |                                    |       
|                                |  |                                    |       
|Term loan                       |  |                                    | 22,600
|Interest on term loan           |  |                                    | 5,593 
|Decommissioning and reclamation |  |                                    | 4,000 
|Office lease                    |  |                                    | 356   
|                                |  |                                    | 32,549



Market Risk – Market risk
is the potential for loss from adverse changes in the market value of financial instruments. The level of market risk that the
Company is exposed to varies depending on the composition of its derivative instrument portfolio, as well as current and expected
market conditions. The significant market risk exposures to which the Company is exposed are Foreign exchange risk, Commodity price
and Interest rate risk. These are discussed further below:



Foreign exchange risk –
The results of the Company’s operations are subject to currency risks. The Company’s revenues from the production and
sale of gold are denominated in U.S. dollars. However, the Company’s operating expenses are primarily incurred in Canadian
dollars and its liabilities are primarily denominated in Canadian dollars. The Company is not exposed to material foreign exchange
risk on its financial instruments.



For a $0.01 movement in the US$/CDN$ exchange
rate, based on assumptions comparable to 2014 actuals, earnings and cash flow will have a corresponding movement of $1.0 million,
or $0.01 per share.



Interest rate risk – In
respect to the Company’s financial assets, the interest rate risk mainly arises from the interest rate impact on our cash
and cash equivalents, reclamation deposits and debt. In respect to financial liabilities, the Company’s line of credit carries
a floating interest rate with the balance of Company debt at fixed interest rates. When possible, the Company will fix its interest
costs to avoid variations in cash flows. Due to the greater proportion of fixed rate debt, a one percent change in interest rates
would not materially impact earnings or cash flows.



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



For a U.S. $10 movement in gold price per
ounce, based on assumptions comparable to 2014 actuals, earnings and cash flow will have a corresponding movement of CDN $0.7
million, or $0.00 per share.



At December 31, 2014, the Company had derivative
instruments outstanding in the form of forward sales contracts relating to 2015 production totaling 16,000 ounces. The market
value gain inherent in these contracts at December 31, 2014 was $0.5 million. The Company did not have any derivative instruments
outstanding at December 31, 2013.



Fair Value- The Company has various financial
instruments comprised of cash and cash equivalents, receivables, short and long-term investments, restricted promissory notes,
reclamation deposits, demand loans, accounts payable and accrued liabilities, long-term debt, and royalty obligations.



Page 30







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
For disclosure purposes, all financial instruments measured at fair value are categorized into one of three hierarchy levels, described
below. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.
Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities:



Level 1 – Values based
on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.



Level 2 – Values based
on quoted prices in markets that are not active or model inputs that are observable either directly (for example, interest rate
and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts
and volatility measurement used to value option contracts) or indirectly for substantially the full term of the asset or liability.



Level 3 – Values based
on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.



The fair values of financial assets and
liabilities, together with the carrying amounts shown in the Statement of Financial Position, are as follows:



|As at December 31,                          |  | 2014           |        |  | 2013                 |  
|------------------------------------------- |  | -------------- | ------ |  | -------------------- | -
|                                            |  | Carrying Value |        |  | Estimated Fair Value |  
|                                            |  |                |        |  |                      |  
|Loans and receivables                       |  |                |        |  |                      |  
|Cash and cash equivalents (1)               |  | $              | 11,172 |  |                      | $
|Short-term investments (1)                  |  |                | -      |  |                      |  
|Accounts receivable (2)                     |  |                | 2,710  |  |                      |  
|Available-for-sale financial assets         |  |                |        |  |                      |  
|Investments (1)                             |  |                | 1,177  |  |                      |  
|Held-to-maturity                            |  |                |        |  |                      |  
|Deposits for reclamation costs              |  |                | 2,079  |  |                      |  
|Other financial assets                      |  |                |        |  |                      |  
|Assets held for sale                        |  |                | -      |  |                      |  
|Derivative instruments (3)                  |  |                | 535    |  |                      |  
|Other financial liabilities                 |  |                |        |  |                      |  
|Bank indebtedness                           |  |                | -      |  |                      |  
|Demand and revolving loans                  |  |                | -      |  |                      |  
|Accounts payable                            |  |                | 8,142  |  |                      |  
|Liabilities related to assets held for sale |  |                | -      |  |                      |  
|Net royalty obligations                     |  |                | 1,566  |  |                      |  
|Term loan                                   |  |                | 21,581 |  |                      |  



| | (1) | Based on quoted market prices – Level 1.
| | --- | ----------------------------------------

| | (2) | At December 31, 2014, there were no receivables that were past due or considered impaired.
| | --- | ------------------------------------------------------------------------------------------

| | (3) | Based on models with observable inputs – Level 2.
| | --- | -------------------------------------------------



Valuation Techniques:



Investments



The fair value of Investments is determined based on the closing
bid price of each security at the balance sheet date. The closing bid price is a quoted market price obtained from the exchange
that is the principal active market for the particular security, and therefore Investments are classified within Level 1 of the
fair value hierarchy.



Term Loan



The Company’s Term Loan is recorded at amortized cost. The
fair value is the principal outstanding on the Term Loan, as the fixed interest rate approximates rates for similar instruments.



Page 31







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2014 and 2013                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | 23. | Capital Management:
| | --- | -------------------



The Company’s objective when managing
its capital is to safeguard its ability to continue as a going concern so that it can provide adequate returns to shareholders
and benefits to other stakeholders. The Company defines capital that it manages as the aggregate of its equity attributable to
owners of the Company, which is comprised of issued capital, contributed surplus, accumulated deficit and accumulated other comprehensive
income (loss).



The Company manages the capital structure and
makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets and the
Company’s working capital requirements. In order to maintain or adjust the capital structure, the Company (upon approval
from its Board of Directors, as required) may issue new shares through private placements, sell assets or incur debt. The Board
of Directors reviews and approves any material transaction out of the ordinary course of business, including proposals on acquisitions,
major investments, as well as annual capital and operating budgets. The Company believes that this approach, given the relative
size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the year
ended December 31, 2014. The Company is not subject to externally imposed capital requirements.



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



|As at December 31,        |  |  |          |   |  |          | 2014 |   |         | 2013 | 
|------------------------- |  |  | -------- | - |  | -------- | ---- | - | ------- | ---- | 
|                          |  |  | Interest |   |  | Maturity |      |   |         |      | 
|Demand loans              |  |  |          |   |  |          |      | $ | -       |      | 
|Revolving loan            |  |  |          |   |  |          |      |   | -       |      | 
|Finance lease liabilities |  |  |          |   |  |          |      |   | -       |      | 
|Term loan *               |  |  | 10.00    | % |  | Apr/2018 |      |   | 21,581  |      | 
|Total debt                |  |  |          |   |  |          |      | $ | 21,581  |      | 
|                          |  |  |          |   |  |          |      |   |         |      | 
|Shareholders’ equity      |  |  |          |   |  |          |      |   | 129,425 |      | 
|                          |  |  |          |   |  |          |      |   |         |      | 
|Debt to equity            |  |  |          |   |  |          |      |   | 16.7    | %    | 



* Closing costs
associated with the Company’s long-term debt are netted against the principal balance owing, thereby reducing the carrying
value of the Company’s debt on the Statement of Financial Position. Amounts presented in the above table are the amortized
cost of the balances owing (Note 13).



At December 31, 2014, the Company is bound
by and has met all covenants on its credit facilities.



Page 32