|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.                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





|                        |  |                        
|----------------------- |  | -----------------------
|Neil McMillan           |  | Rick Johnson, C.A.     
|Chief Executive Officer |  | Chief Financial Officer
|                        |  |                        
|Date:  March 27, 2013   |  |                        





















| | 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, 2012 and December 31, 2011, the consolidated statements of income, comprehensive income, changes in 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, 2012 and December 31, 2011, and its consolidated financial performance and its consolidated cash flows
for the years then ended in accordance with International Financial Reporting Standardsas
issued by the International Accounting Standards Board.











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.











|
|

Emphasis of Matter



Without qualifying our opinion, we draw
attention to Note 2 in the consolidated financial statements, which indicates that Claude Resources Inc. has a working capital
deficiency of $4,100,000 which includes debentures amounting to $9,665,000 that are due to be repaid on May 23, 2013. This condition,
along with matters as set forth in Note 2 in the consolidated financial statements, indicate the existence of a material uncertainty
that casts substantial doubt about Claude Resources Inc.’s ability to continue as a going concern.



|
|

Chartered Accountants



March 27, 2013

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 |  
|------------------------------------------ |  | ---- |  | ----------- | ------- | - | ----------- | -
|                                           |  | Note |  | 2012        |         |   | 2011        |  
|Assets                                     |  |      |  |             |         |   |             |  
|Cash and cash equivalents                  |  |      |  | $           | -       |   |             | $
|Short-term investments                     |  |      |  |             | -       |   |             |  
|Accounts receivable                        |  |      |  |             | 4,845   |   |             |  
|Inventories                                |  | 6    |  |             | 19,178  |   |             |  
|Prepaid expenses and deposits              |  |      |  |             | 277     |   |             |  
|Current assets                             |  |      |  |             | 24,300  |   |             |  
|                                           |  |      |  |             |         |   |             |  
|Mineral properties                         |  | 7    |  |             | 207,602 |   |             |  
|Deferred income tax asset                  |  |      |  |             | -       |   |             |  
|Investments                                |  | 8    |  |             | 378     |   |             |  
|Deposits for reclamation costs             |  | 9    |  |             | 2,237   |   |             |  
|Non-current assets                         |  |      |  |             | 210,217 |   |             |  
|Total assets                               |  |      |  | $           | 234,517 |   |             | $
|                                           |  |      |  |             |         |   |             |  
|Liabilities                                |  |      |  |             |         |   |             |  
|Bank indebtedness                          |  |      |  | $           | 3,531   |   |             | $
|Accounts payable and accrued liabilities   |  |      |  |             | 7,533   |   |             |  
|Debenture                                  |  | 11   |  |             | 9,665   |   |             |  
|Loans and borrowings                       |  | 11   |  |             | 6,832   |   |             |  
|Net royalty obligation                     |  | 10   |  |             | 836     |   |             |  
|Current liabilities                        |  |      |  |             | 28,397  |   |             |  
|                                           |  |      |  |             |         |   |             |  
|Debenture                                  |  | 11   |  |             | -       |   |             |  
|Loans and borrowings                       |  | 11   |  |             | 291     |   |             |  
|Deferred income tax liability              |  | 17   |  |             | 1,097   |   |             |  
|Net royalty obligation                     |  | 10   |  |             | 3,205   |   |             |  
|Decommissioning and reclamation            |  | 9    |  |             | 9,163   |   |             |  
|Non-current liabilities                    |  |      |  |             | 13,756  |   |             |  
|                                           |  |      |  |             |         |   |             |  
|Shareholders' equity                       |  |      |  |             |         |   |             |  
|Share capital                              |  | 12   |  |             | 193,189 |   |             |  
|Contributed surplus                        |  |      |  |             | 6,652   |   |             |  
|Accumulated deficit                        |  |      |  |             | (7,502  | ) |             |  
|Accumulated other comprehensive income     |  |      |  |             | 25      |   |             |  
|Total shareholders' equity                 |  |      |  |             | 192,364 |   |             |  
|Total liabilities and shareholders' equity |  |      |  | $           | 234,517 |   |             | $
|                                           |  |      |  |             |         |   |             |  
|Going concern                              |  | 2    |  |             |         |   |             |  
|Commitments and contingencies              |  | 19   |  |             |         |   |             |  
|Subsequent event                           |  | 22   |  |             |         |   |             |  



See accompanying notes to condensed consolidated interim
financial statements.



On behalf of the Board:



|                    |  |                          
|------------------- |  | -------------------------
|Ted J. Nieman, Q.C. |  | Ronald J. Hicks, C.A.    
|Chairman            |  | Chairman, Audit Committee













Consolidated Statements of Income

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



|                                                         |  |      |  | DECEMBER 31 |        
|-------------------------------------------------------- |  | ---- |  | ----------- | -------
|                                                         |  | Note |  | 2012        |        
|                                                         |  |      |  |             |        
|Revenue                                                  |  |      |  | $           | 80,808 
|                                                         |  |      |  |             |        
|Mine Operating:                                          |  |      |  |             |        
|Production costs                                         |  |      |  |             | 48,535 
|Depreciation and depletion                               |  |      |  |             | 15,681 
|                                                         |  |      |  |             | 64,216 
|Gross profit                                             |  |      |  |             | 16,592 
|                                                         |  |      |  |             |        
|General and administrative                               |  |      |  |             | 7,897  
|Finance expense                                          |  | 13   |  |             | 1,450  
|Finance and other income                                 |  | 14   |  |             | (1,495 
|Write-down of exploration property                       |  | 7    |  |             | -      
|Gain on sale of exploration property                     |  | 8    |  |             | -      
|Loss (gain) on investments                               |  |      |  |             | 199    
|                                                         |  |      |  |             | 8,051  
|                                                         |  |      |  |             |        
|Profit before income tax                                 |  |      |  |             | 8,541  
|                                                         |  |      |  |             |        
|Deferred income tax expense                              |  | 17   |  |             | 2,972  
|                                                         |  |      |  |             |        
|Net profit                                               |  |      |  | $           | 5,569  
|                                                         |  |      |  |             |        
|Net earnings per share                                   |  |      |  |             |        
|Basic and diluted                                        |  | 18   |  |             |        
|Net earnings                                             |  |      |  | $           | 0.03   
|                                                         |  |      |  |             |        
|Weighted average common shares outstanding for the year: |  |      |  |             |        
|                                                         |  |      |  |             |        
|Basic                                                    |  |      |  |             | 172,933
|Diluted                                                  |  |      |  |             | 173,232



See accompanying notes to condensed consolidated interim
financial statements.



Consolidated Statements of Comprehensive Income

(In Thousands of Canadian Dollars)



|                                                                                   |  |      |  | DECEMBER 31 |      
|---------------------------------------------------------------------------------- |  | ---- |  | ----------- | -----
|                                                                                   |  | Note |  | 2012        |      
|                                                                                   |  |      |  |             |      
|Net profit                                                                         |  |      |  | $           | 5,569
|                                                                                   |  |      |  |             |      
|Other comprehensive income (loss)                                                  |  |      |  |             |      
|Loss (gain) on available-for-sale securities transferred to profit, net of
    tax |  | 17   |  |             | 172  
|Unrealized gain (loss) on available-for-sale securities, net of tax                |  | 17   |  |             | (786 
|Other comprehensive income (loss)                                                  |  |      |  |             | (614 
|Total comprehensive income                                                         |  |      |  | $           | 4,955



See accompanying notes to condensed consolidated interim
financial statements.













Consolidated Statements of Shareholders' Equity

(In Thousands of Canadian Dollars)



|                                              |  | DECEMBER 31 |        
|--------------------------------------------- |  | ----------- | -------
|                                              |  | 2012        |        
|                                              |  |             |        
|Share Capital                                 |  |             |        
|Balance, beginning of year                    |  | $           | 180,531
|Common shares issued                          |  |             | 12,392 
|Warrants exercised                            |  |             | -      
|Transfers from contributed surplus            |  |             | 266    
|Balance, end of year                          |  | $           | 193,189
|                                              |  |             |        
|Contributed Surplus                           |  |             |        
|Balance, beginning of year                    |  | $           | 4,796  
|Stock-based compensation                      |  |             | 2,280  
|Transfers to share capital                    |  |             | (266   
|Tax impact of expired warrants                |  |             | (158   
|Balance, end of year                          |  | $           | 6,652  
|                                              |  |             |        
|Accumulated Deficit                           |  |             |        
|Balance, beginning of year                    |  | $           | (13,071
|Net profit                                    |  |             | 5,569  
|Balance, end of year                          |  | $           | (7,502 
|                                              |  |             |        
|Accumulated Other Comprehensive Income (Loss) |  |             |        
|Balance, beginning of year                    |  | $           | 639    
|Other comprehensive income (loss)             |  |             | (614   
|Balance, end of year                          |  | $           | 25     
|                                              |  |             |        
|Shareholders' equity, end of year             |  | $           | 192,364



See accompanying notes to condensed consolidated interim
financial statements.













Consolidated Statements of Cash Flows

(In Thousands of Canadian Dollars)



|                                                                      |  |      |  | DECEMBER 31 |        
|--------------------------------------------------------------------- |  | ---- |  | ----------- | -------
|                                                                      |  | Note |  | 2012        |        
|                                                                      |  |      |  |             |        
|Cash flows from (used in) operating activities                        |  |      |  |             |        
|                                                                      |  |      |  |             |        
|Net profit                                                            |  |      |  | $           | 5,569  
|Adjustments for non-cash items:                                       |  |      |  |             |        
|Depreciation and depletion                                            |  |      |  |             | 15,681 
|Finance expense                                                       |  |      |  |             | 388    
|Finance and other income                                              |  |      |  |             | (1,248 
|Loss (gain) on investments                                            |  |      |  |             | 199    
|Stock-based compensation                                              |  |      |  |             | 2,280  
|Write-down of exploration property                                    |  | 7    |  |             | -      
|Gain on sale of exploration property                                  |  | 8    |  |             | -      
|Deferred income tax expense                                           |  | 17   |  |             | 2,972  
|                                                                      |  |      |  |             | 25,841 
|                                                                      |  |      |  |             |        
|Net changes in non-cash operating working capital:                    |  |      |  |             |        
|Accounts receivable                                                   |  |      |  |             | (2,131 
|Inventories                                                           |  |      |  |             | (4,988 
|Prepaid expenses and deposits                                         |  |      |  |             | (50    
|Accounts payable and accrued liabilities                              |  |      |  |             | 1,796  
|Cash provided by operating activities                                 |  |      |  |             | 20,468 
|                                                                      |  |      |  |             |        
|Cash flows from investing activities:                                 |  |      |  |             |        
|Additions to mineral properties                                       |  |      |  |             | (62,527
|Restricted cash                                                       |  |      |  |             | -      
|Reclamation deposits                                                  |  |      |  |             | -      
|Decrease (increase) in investments                                    |  |      |  |             | 33,306 
|Cash used in investing activities                                     |  |      |  |             | (29,221
|                                                                      |  |      |  |             |        
|Cash flows from financing activities:                                 |  |      |  |             |        
|Proceeds from issue of common shares and warrants, net of issue costs |  |      |  |             | 371    
|Debenture redemption                                                  |  |      |  |             | -      
|Demand loans:                                                         |  |      |  |             |        
|Proceeds                                                              |  |      |  |             | 7,224  
|Repayments                                                            |  |      |  |             | (2,783 
|Obligations under finance lease:                                      |  |      |  |             |        
|Proceeds                                                              |  |      |  |             | -      
|Repayments                                                            |  |      |  |             | (2,119 
|Cash from financing activities                                        |  |      |  |             | 2,693  
|                                                                      |  |      |  |             |        
|Decrease in cash and cash equivalents                                 |  |      |  |             | (6,060 
|Cash and cash equivalents, beginning of year                          |  |      |  |             | 2,529  
|Cash and cash equivalents (bank indebtedness), end of year            |  |      |  | $           | (3,531 
|                                                                      |  |      |  |             |        
|Supplemental cash flow disclosure:                                    |  |      |  |             |        
|Interest paid                                                         |  |      |  | $           | 1,514  



See accompanying notes to condensed consolidated interim
financial statements.












|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|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, 224 –
4th Avenue South, Saskatoon, Saskatchewan, S7K 5M5.



Claude Resources Inc. is a gold producer
whose shares are listed on both the Toronto Stock Exchange (TSX-CRJ) and the NYSE MKT (NYSE MKT-CGR). The Company is also engaged
in the exploration and development of gold mineral reserves and mineral resources. The Company’s entire asset base is located
in Canada. Its 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 and 100 percent of the Madsen Property in the Red
Lake gold camp of northwestern Ontario.



| | 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 27, 2013.



BASIS OF MEASUREMENT



These consolidated financial statements
have been prepared on the historical cost basis except for derivative financial instruments, 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.



GOING CONCERN





These consolidated financial statements
have been prepared on the assumption that the Company will continue as a going concern and realize its assets and discharge its
liabilities in the normal course of business, which assumes the Company will be able to meet the mandatory debenture repayment
coming due on May 23, 2013 (Note 11). As at December 31, 2012, the Company has a working capital deficiency of $4.1 million. The
working capital deficiency results primarily from the Company’s debentures amounting to $9.7 million (Note 11) that are classified
as a current liability as their contractual repayments terms are due in less than one year.





As a part of the Company’s plan to
refinance the outstanding debenture obligations, the Company, subsequent to December 31, 2012, executed a non-binding term sheet
with Crown Capital Partners Inc. (“CCP”) for an additional long-term debt facility of $25.0 million (Note 22). The
Company is currently in final negotiations to close this new debt facility which will provide liquidity for the repayment of the
outstanding debentures as they come due on May 23, 2013. There can be no assurance that the Company will be able to finalize and
close the debt facility at the terms specified in the non-binding term sheet, or at all. The uncertainty of closing the new debt
facility to refinance the Company’s working capital deficiency, attributable to the debenture repayment requirement in May
2013, results in a material uncertainty and therefore casts substantial doubt as to the Company’s ability to continue as
a going concern. If the Company is unable to finalize and close the debt facility, it would be required to obtain additional sources
of financing (debt or equity).



The financial statements do not reflect
adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis was not appropriate
for these financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported
revenues and expenses, and the statement of financial position classifications used.



Page 57







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, 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:



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 ceases and costs are either regarded as inventory or operating expense, except
for new capital costs which are capitalized. Depreciation and depletion commences 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 comprehensive income in the period when the new information becomes available.



Business Combinations



Determination of whether a set of assets
acquired and liabilities assumed constitute a business may require the Company to make certain judgments, taking into account all
facts and circumstances. Upon acquisition of a set of assets and liabilities, the Company examines the criteria set forth in IFRS
3, Business Combinations(“IFRS 3”). If a transaction does not meet the definition of a business, as defined
in IFRS 3, it is accounted for as an asset acquisition.



Page 58







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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 post-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset.



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.



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 59







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|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 7  | Mineral Properties             
| | ------- | -------------------------------
| | Note 8  | Investments                    
| | Note 9  | Decommissioning and Reclamation
| | Note 10 | Net Royalty Obligation         
| | Note 12 | Share-based Compensation       
| | Note 17 | Income Taxes                   
| | Note 19 | 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, unless otherwise indicated.



CONSOLIDATION PRINCIPLES



The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. These consolidated financial statements include the Company’s
proportionate share of joint ventures. 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.



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.



Page 60







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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.



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.



Page 61







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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.



Flow-through shares



From time to time, the Company may finance
a portion of its exploration activities through the issue of flow-through shares. The premium paid for flow through shares in excess
of the market value of the shares without the flow-through features at the time of issue is credited to other liabilities and included
in income at the time the qualifying expenditures are made.



Debenture



The Company’s debenture was issued
with common share purchase warrants. The debenture and common share purchase warrants are presented separately on the Company’s
Statement of Financial Position. Transaction costs incurred with the completion of this debenture have been netted against the
proceeds received. The liability portion of the debenture has been designated as an other financial liability and was initially
recognized at fair value. Subsequent to initial recognition, the debenture is measured at amortized cost using the effective interest
method. The common share purchase warrants were initially recognized at fair value and are not remeasured subsequent to initial
recognition.



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 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. 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 and in stockpiled ore on surface is valued at the lower of cost and net realizable value. Costs include labour, equipment
costs and operating overhead.



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.



Page 62







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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 milling 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 (on those assets subject to
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.



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.



Page 63







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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.



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.



Page 64







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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 to sell.



Fair value less cost to sell 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 65







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|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 post-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 measured on an undiscounted basis and 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 12(a) and 12(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.



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 using the Black-Scholes option pricing model using variables
in effect at the grant date.



Page 66







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Deferred Share Unit Plan



The Company’s Deferred Share Unit
(“DSU”) Plan is a cash-settled plan. 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.



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.



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.



Page 67







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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



Future Changes in Accounting Policies



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, 2015. The Company is currently evaluating the impact of IFRS 9 on its financial statements.



Consolidated Financial Statements



In May 2011, the IASB issued IFRS 10, Consolidated
Financial Statements. This new standard defines the principle of control and establishes control as the basis for determining
which entities are included in consolidated financial statements. The principle of control is based on three criteria: power over
the investee; exposure to variable returns from involvement in the investee; and the ability of the investor to use its power to
affect the amount of its returns. The standard requires control of an investee to be reassessed when the facts and circumstances
indicate that there have been changes to one or more of the criteria for determining control. This new standard supersedes the
requirements relating to consolidated financial statements in IAS 27, Consolidated and Separate Financial Statements (as
amended in 2009) and SIC-12, Consolidation – Special Purpose Entities. IFRS 10 is effective for the Company beginning
on January 1, 2013, with early adoption permitted. The Company does not expect the adoption of this standard to have a material
impact on its financial statements.



Joint Arrangements



IFRS 11, Joint Arrangements, was
issued by the IASB in May 2011 and is effective for annual periods beginning on or after January 1, 2013 with early adoption permitted.
Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. Parties to a joint operation retain
the rights and obligations to individual assets and liabilities of the operation, while parties to a joint venture have rights
to the net assets of the venture. Any arrangement which is not structured through a separate entity or is structured through a
separate entity but such separation is ineffective such that the parties to the arrangement have rights to the assets and obligations
for the liabilities will be classified as a joint operation. Joint operations shall be accounted for in a manner consistent with
jointly controlled assets and operations whereby the Company’s contractual share of the arrangement’s assets, liabilities,
revenues and expenses are included in the consolidated financial statements. Any arrangement structured through a separate vehicle
that does effectively result in separation between the Company and the arrangement shall be classified as a joint venture and accounted
for using the equity method of accounting. Under the existing IFRS standard, the Company has the option to account for any interests
it has in joint ventures using proportionate consolidation or equity accounting. The Company does not expect the adoption of this
standard to have a material impact on its financial statements.



Disclosure of Interests in Other Entities



In May 2011, the IASB issued IFRS 12, Disclosure
of Interests in Other Entities. This new standard requires enhanced disclosures about an entity’s interest in subsidiaries,
joint arrangements, associates and unconsolidated structured entities. IFRS 12 contains new disclosure requirements for interests
the Company has in subsidiaries, joint arrangements, associates and unconsolidated structured entities. Required disclosures aim
to provide readers of the financial statements with information to evaluate the nature of and risks associated with the Company’s
interests in other entities and the effects of those interests on the Company’s financial statements. IFRS 12 is effective
for the Company beginning on January 1, 2013. It is expected that IFRS 12 will increase the current level of disclosure related
to the Company’s interests in other entities upon adoption.



Page 68







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Fair Value Measurement



In May 2011, the IASB published IFRS 13,
Fair Value Measurement, which is effective prospectively for annual periods beginning on or after January 1, 2013. IFRS
13 replaces fair value measurement guidance contained in individual IFRSs, providing a single source of fair value measurement
guidance. The standard provides a framework for measuring fair value and establishes new disclosure requirements to enable readers
to assess the methods and inputs used to develop fair value measurements and for recurring valuations that are subject to measurement
uncertainty, the effect of those measurements on the financial statements. The Company intends to adopt IFRS 13 prospectively in
its financial statements for the annual period beginning on January 1, 2013. The Company does not expect the adoption of this standard
to have a material impact on its financial statements.



Presentation of Financial Statements



In June 2011, the IASB issued an amendment
to IAS 1, Presentation of Items of OCI: Amendments to IAS 1 Presentation of Financial Statements. The amendments stipulate
the presentation of net profit and OCI and also require the Company to group items within OCI based on whether the items may be
subsequently reclassified to profit or loss. Amendments to IAS 1 are effective for annual periods beginning on or after July 1,
2012. The Company does not expect the adoption of the amendments to this standard to have a material impact on its financial statements.



Investments in Associates and Joint
Ventures



In May 2011, the IASB issued amendments
to IAS 28, Investments in Associates and Joint Ventures, which are effective for annual periods beginning on or after January
1, 2013 with early adoption permitted. Amendments to IAS 28 provide additional guidance applicable to accounting for interests
in joint ventures or associates when a portion of an interest is classified as held for sale or when the Company ceases to have
joint control or significant influence over an associate or joint venture. When joint control or significant influence over an
associate or joint venture ceases, the Company will no longer be required to re-measure the investment at that date. When a portion
of an interest in a joint venture or associate is classified as held for sale, the portion not classified as held for sale shall
be accounted for using the equity method of accounting until the sale is completed at which time the interest is reassessed for
prospective accounting treatment. The Company does not expect the amendments to IAS 28 to have a material impact on the financial
statements.



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.
The amendments to IFRS 7 contain new disclosure requirements for financial assets and liabilities that areoffset in the
statement of financial position, or subject to master netting arrangements or similar arrangements. The
effective date for the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The effective date for the
amendments to IFRS 7 is annual periods beginning on or after January 1, 2013. These amendments are to be applied retrospectively.The Company does not expect the amendments to IAS 32 to have a material impact on the financial statements.



| | 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.



Page 69







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Derivatives



The fair value of the Company’s forward
exchange contracts are 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 are 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. | Inventories:
| | -- | ------------



Details of the Company’s inventories are as follows:



|                           |  | DEC 31 |        |  | DEC 31 |  
|-------------------------- |  | ------ | ------ |  | ------ | -
|                           |  | 2012   |        |  | 2011   |  
|                           |  |        |        |  |        |  
|Gold in-circuit (1) (2)    |  | $      | 3,616  |  |        | $
|Stockpiled ore (1) (2)     |  |        | 1,191  |  |        |  
|Materials and supplies (3) |  |        | 14,371 |  |        |  
|Inventories                |  | $      | 19,178 |  |        | $



| | (1) | For the year ended December 31, 2012, depreciation and depletion of $1.6 million is included in
the above noted balances (December 31, 2011 - $0.7 million).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | There was no write-down or reversal of write-down of gold inventory for the year ended December
31, 2012. For the year ended December 31, 2011, the Company wrote-down $0.5 million of gold inventory.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | There was no write-down or reversal of write-down of materials and supplies inventory for the year
ended December 31, 2012. For the year ended December 31, 2011, the Company wrote-down $0.2 million of materials and supplies inventory.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Mineral Properties:
| | -- | -------------------



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



Cost



|                             |  | Property    |         |  |            |   |         | Exploration |  |   |         |  
|---------------------------- |  | ----------- | ------- |  | ---------- | - | ------- | ----------- |  | - | ------- | -
|                             |  | acquisition |         |  | Buildings, |   |         | And         |  |   |         |  
|                             |  | and mine    |         |  | plant and  |   |         | evaluations |  |   |         |  
|                             |  | development |         |  | equipment  |   |         | assets      |  |   | Total   |  
|                             |  |             |         |  |            |   |         |             |  |   |         |  
|Balance at January 1, 2011   |  | $           | 120,847 |  |            | $ | 104,302 |             |  | $ | 67,456  |  
|Additions                    |  |             | 25,548  |  |            |   | 16,767  |             |  |   | 13,593  |  
|Transfers between groups     |  |             | 15,757  |  |            |   | -       |             |  |   | (15,757 | )
|Balance at December 31, 2011 |  | $           | 162,152 |  |            | $ | 121,069 |             |  | $ | 65,292  |  
|                             |  |             |         |  |            |   |         |             |  |   |         |  
|Balance at January 1, 2012   |  | $           | 162,152 |  |            | $ | 121,069 |             |  | $ | 65,292  |  
|Additions                    |  |             | 21,607  |  |            |   | 20,192  |             |  |   | 32,514  |  
|Balance at December 31, 2012 |  | $           | 183,759 |  |            | $ | 141,261 |             |  | $ | 97,806  |  



Page 70







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Depreciation and impairment losses



|Balance at January 1, 2011   |  | $ | 98,034  |  |  | $ | 81,597 |  |  | $ | 6,495 |  |  | $ | 186,126 | 
|---------------------------- |  | - | ------- |  |  | - | ------ |  |  | - | ----- |  |  | - | ------- | 
|Depreciation                 |  |   | 5,482   |  |  |   | 6,260  |  |  |   | -     |  |  |   | 11,742  | 
|Impairment                   |  |   | -       |  |  |   | -      |  |  |   | 851   |  |  |   | 851     | 
|Balance at December 31, 2011 |  | $ | 103,516 |  |  | $ | 87,857 |  |  | $ | 7,346 |  |  | $ | 198,719 | 
|                             |  |   |         |  |  |   |        |  |  |   |       |  |  |   |         | 
|Balance at January 1, 2012   |  | $ | 103,516 |  |  | $ | 87,857 |  |  | $ | 7,346 |  |  | $ | 198,719 | 
|Depreciation                 |  |   | 7,554   |  |  |   | 8,951  |  |  |   | -     |  |  |   | 16,505  | 
|Balance at December 31, 2012 |  | $ | 111,070 |  |  | $ | 96,808 |  |  | $ | 7,346 |  |  | $ | 215,224 | 



Carrying amounts



|At December 31, 2011 |  | $ | 58,636 |  |  | $ | 33,212 |  |  | $ | 57,946 |  |  | $ | 149,794 | 
|-------------------- |  | - | ------ |  |  | - | ------ |  |  | - | ------ |  |  | - | ------- | 
|                     |  |   |        |  |  |   |        |  |  |   |        |  |  |   |         | 
|At December 31, 2012 |  | $ | 72,689 |  |  | $ | 44,453 |  |  | $ | 90,460 |  |  | $ | 207,602 | 



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, 2012, 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.



During 2011, the Company transferred exploration
and evaluations assets related to the Santoy 8 to mine development costs upon the property achieving technical feasibility and
economic viability.  In accordance with IFRS, the Company tested these costs for impairment upon transfer to mine development
and determined that no impairment charge was required.  Fair value less costs to sell was used to assess impairment and was
determined using a discounted cash flow approach that incorporated marketplace participant assumptions.  The cash flows were
discounted over an 8 year period at a post-tax rate of 11.3 percent.



Impairment loss



During the year ended December 31, 2012,
the Company tested its CGUs for indicators of impairment and determined that the fair value less cost to sell of the Company’s
CGUs (the Seabee Gold Mine and the Santoy Mine Complex) were greater than the carrying value; as such, an impairment charge was
not required. Fair value less cost to sell was determined using a discounted cash flow approach that incorporated marketplace participant
assumptions.





The cash flows for the Seabee Mine were
discounted over a nine year period at a post-tax rate of 9.25 percent. The cash flows for the Santoy Mine Complex were discounted
over a 13 year period at a post-tax rate of 9.25 percent. While testing the Seabee Gold Mine for impairment, the Company reviewed
and concluded that a reversal of the January 1, 2010 impairment charge of $13.1 million was not warranted because indicators of
reversal were not present.



Leased machinery



The Company leases production equipment
under a number of finance lease agreements. Some leases provide the Company with the option to purchase the equipment at a beneficial
price. Some leases are for specialized equipment and in these leases the Company can cancel the leases at its option, but is responsible
for reimbursing the lessor for any losses incurred. The leased equipment secures lease obligations (see Note 11). At December 31,
2012 the carrying amount of assets under finance leases included in buildings, plant and equipment was $5.1 million (December 31,
2011: $7.9 million).



Page 71







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



Security



The Company’s demand loans (Note
11) were utilized for the purchases of specialized equipment. The equipment purchased secures the obligations under these demand
loans. At December 31, 2012 the carrying amount of assets utilized as security under demand loans included in buildings, plant
and equipment was $8.9 million (December 31, 2011: $nil).



The Company’s debenture (Note 11)
is secured by a general security agreement covering all of the Company's assets, except those subordinated to bank debt.



Capitalized interest



Debenture interest costs of $0.5 million
for the year ended December 31, 2012 (December 31, 2011: $0.5 million) relating to the Madsen project have been capitalized in
accordance with the Company’s accounting policy.



Mine Operating Costs by Function



|                                       |  | DEC 31 |        |  | DEC 31 |  
|-------------------------------------- |  | ------ | ------ |  | ------ | -
|                                       |  | 2012   |        |  | 2011   |  
|                                       |  |        |        |  |        |  
|Production costs                       |  | $      | 48,535 |  |        | $
|Depreciation and depletion             |  |        | 15,681 |  |        |  
|Write-down of exploration property     |  |        | -      |  |        |  
|(Gain) on sale of exploration property |  |        | -      |  |        |  
|                                       |  | $      | 64,216 |  |        | $



| | 8. | Investments:
| | -- | ------------



|                                                        |  | DEC 31 |        |   | DEC 31 |  
|------------------------------------------------------- |  | ------ | ------ | - | ------ | -
|                                                        |  | 2012   |        |   | 2011   |  
|                                                        |  |        |        |   |        |  
|Available-for-sale securities, beginning of year        |  | $      | 2,854  |   |        | $
|Disposition of available-for-sale securities            |  |        | (1,565 | ) |        |  
|Acquisition of available-for-sale securities (1)        |  |        | -      |   |        |  
|Write-down of available-for-sale securities             |  |        | (993   | ) |        |  
|Unrealized gain (loss) on available-for-sale securities |  |        | 82     |   |        |  
|Available-for-sale securities, end of year              |  | $      | 378    |   |        | $



| | (1) | The acquisition in 2011 related to shares in a public company received as settlement for Claude’s
disposition of a mineral property interest.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



At December 31, 2012, 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 which to fair value was below cost and current conditions
specific to the investment. Utilizing these factors, the Company determined that certain of its available-for-sale securities had
objective evidence of impairment and were written down.



By holding these available-for-sale securities,
the Company is exposed to various risk factors including market price risk and liquidity risk (Note 19).



| | 9. | 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 1.73 to 2.11 percent. Expected undiscounted payments of future obligations are $10.3 million over the next 6 to 15
years. An accretion expense component of $0.2 million has been charged during the year ended December 31, 2012, 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, 2012 are as follows:



Page 72







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



|                                                             |  | DEC 31 |       |   | DEC 31 |  
|------------------------------------------------------------ |  | ------ | ----- | - | ------ | -
|                                                             |  | 2012   |       |   | 2011   |  
|                                                             |  |        |       |   |        |  
|Decommissioning and reclamation provision, beginning of year |  | $      | 9,713 |   |        | $
|Accretion                                                    |  |        | 175   |   |        |  
|Revisions due to change in estimates and discount rate       |  |        | (725  | ) |        |  
|Decommissioning and reclamation provision, end of year       |  | $      | 9,163 |   |        | $



As required by regulatory authorities,
the Company has provided letters of credit as security for reclamation related to the Madsen and Seabee properties in the amounts
of $0.7 million (December 31, 2011 - $0.7 million) and $1.5 million (December 31, 2011 - $1.5 million), respectively. As security
for these letters of credit, the Company has provided investment certificates in the amount of $2.2 million (December 31, 2011
- $2.2 million).



During 2012 (and subsequent to December
31, 2012), the Company has been updating its decommissioning and reclamation plans for the Madsen and Seabee properties. It is
expected that additional security (approximately $6.5 million) will need to be provided to the applicable regulatory authorities.
However, the timing of providing this security has not yet been determined.



| | 10. | 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 a portion of
the 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 restricted promissory note. Interest earned from the restricted promissory notes
and a portion of the principal must be used to fund the expected basic royalty payments during the first ten years of each agreement.
Over the life of the royalty agreements, interest earned and principal from the restricted promissory notes will be sufficient
to fund the expected basic royalty payments.



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) |  |                |  | 6,863            |                |  |  | 14,508            |  |  |                | 36,684            |  |       | 
|Interest receivable (1)                     |  |      |     |  |                |  | 412              |                |  |  | 761               |  |  |                | 2,245             |  |       | 
|Interest Rate                               |  |      |     |  |                |  | 6 percent        |                |  |  | 6 percent         |  |  |                | 7 percent         |  |       | 
|Maturity                                    |  |      |     |  |                |  | DEC 10, 2014     |                |  |  | FEB 15, 2015      |  |  |                | FEB 15, 2016      |  |       | 
|                                            |  |      |     |  |                |  |                  |                |  |  |                   |  |  |                |                   |  |       | 
|Royalty Payments                            |  |      |     |  |                |  |                  |                |  |  |                   |  |  |                |                   |  |       | 
|                                            |  |      |     |  |                |  |                  |                |  |  |                   |  |  |                |                   |  |       | 
|Royalty Rate per ounce of gold produced (2) |  |      |     |  |                |  | $13.88 to $24.53 |                |  |  | $24.87 to $112.45 |  |  |                | $65.51 to $198.95 |  |       | 
|Royalty payable (current) (1)               |  |      | (b) |  |                |  | 321              |                |  |  | 682               |  |  |                | 2,233             |  |       | 
|Royalty obligation payable (long-term) (1)  |  |      | (b) |  |                |  | 7,043            |                |  |  | 14,791            |  |  |                | 36,745            |  |       | 







Page 73









|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   





|                         |  |  | Note |  |  |  | 2004 Agreement       |  |  |  | 2005 Agreement         |  |  |  | 2006 Agreement         |  |  |  | 2007 Agreement           |  |  |  | Total | 
|------------------------ |  |  | ---- |  |  |  | -------------------- |  |  |  | ---------------------- |  |  |  | ---------------------- |  |  |  | ------------------------ |  |  |  | ----- | 
|                         |  |  |      |  |  |  |                      |  |  |  |                        |  |  |  |                        |  |  |  |                          |  |  |  |       | 
|Net Profit Interest      |  |  | (c)  |  |  |  | -                    |  |  |  | -                      |  |  |  | -                      |  |  |  | -                        |  |  |  | -     | 
|                         |  |  |      |  |  |  |                      |  |  |  |                        |  |  |  |                        |  |  |  |                          |  |  |  |       | 
|Applicable years         |  |  |      |  |  |  | 2010-2014            |  |  |  | 2011-2015              |  |  |  | 2012-2016              |  |  |  | 2013-2017                |  |  |  |       | 
|Percent                  |  |  |      |  |  |  | 2.50, 3.00 or 4.00   |  |  |  | 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 |  |  |      |  |  |  | $800, $900 or $1,200 |  |  |  | $875, $1,075 or $1,275 |  |  |  | $975, $1,175 or $1,375 |  |  |  | $1,250, $1,500 or $1,675 |  |  |  |       | 







| | (1) | At December 31, 2012.
| | --- | ---------------------

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



(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:



|                                                   |  | DEC 31 |        |   | DEC 31 |  
|-------------------------------------------------- |  | ------ | ------ | - | ------ | -
|                                                   |  | 2012   |        |   | 2011   |  
|                                                   |  |        |        |   |        |  
|Current portion                                    |  |        |        |   |        |  
|                                                   |  |        |        |   |        |  
|Assets                                             |  |        |        |   |        |  
|Interest receivable on Restricted promissory notes |  | $      | 5,013  |   |        | $
|                                                   |  |        |        |   |        |  
|Liabilities                                        |  |        |        |   |        |  
|Current portion of deferred revenue                |  |        | 1,038  |   |        |  
|Interest payable on royalty obligations            |  |        | 4,811  |   |        |  
|                                                   |  | $      | 5,849  |   |        | $
|                                                   |  |        |        |   |        |  
|Net royalty obligation (current)                   |  |        | (836   | ) |        |  
|                                                   |  |        |        |   |        |  
|Long-term portion                                  |  |        |        |   |        |  
|                                                   |  |        |        |   |        |  
|Assets                                             |  |        |        |   |        |  
|Restricted promissory notes                        |  | $      | 84,110 |   |        | $
|                                                   |  |        |        |   |        |  
|Liabilities                                        |  |        |        |   |        |  
|Deferred revenue                                   |  |        | 2,542  |   |        |  
|Royalty obligation                                 |  |        | 84,773 |   |        |  
|                                                   |  | $      | 87,315 |   |        | $
|                                                   |  |        |        |   |        |  
|Net royalty obligation (long-term)                 |  |        | (3,205 | ) |        |  
|                                                   |  |        |        |   |        |  
|Net royalty obligation                             |  | $      | (4,041 | ) |        | $



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, 2012,
the cumulative carry forward amounts remained in a deficiency position under each of the agreements and no payments are expected
during 2013 or 2014.



Page 74







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



(d) Call and Put



Under certain circumstances, a 100 percent
owned subsidiary of Claude will have 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.



| | 11. | 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 19.



|                                             |  |  |     |  | DEC 31 |   |        | DEC 31 | 
|-------------------------------------------- |  |  | --- |  | ------ | - | ------ | ------ | 
|                                             |  |  |     |  | 2012   |   |        | 2011   | 
|                                             |  |  |     |  |        |   |        |        | 
|Current liabilities                          |  |  |     |  |        |   |        |        | 
|Demand loans                                 |  |  | (a) |  |        | $ | 5,337  |        | 
|Current portion of finance lease liabilities |  |  | (b) |  |        |   | 1,495  |        | 
|Debenture                                    |  |  | (c) |  |        |   | 9,665  |        | 
|                                             |  |  |     |  |        | $ | 16,497 |        | 
|                                             |  |  |     |  |        |   |        |        | 
|Non-current liabilities                      |  |  |     |  |        |   |        |        | 
|Finance lease liabilities                    |  |  | (b) |  |        | $ | 291    |        | 
|Debenture                                    |  |  | (c) |  |        |   | -      |        | 
|                                             |  |  |     |  |        | $ | 291    |        | 



(a) Demand Loans



Terms and conditions of the Company’s
outstanding demand loans are as follows:



|                                                                                                                                                              |  | DEC 31 |       |  | DEC 31 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------ | ----- |  | ------ | -
|                                                                                                                                                              |  | 2012   |       |  | 2011   |  
|                                                                                                                                                              |  |        |       |  |        |  
|Demand loan, repaid during 2012                                                                                                                               |  | $      | -     |  |        | $
|Demand loans, repayable in consecutive monthly blended payments of $214,893 including interest at prime plus 1.50 percent, due between January and April 2015 |  |        | 5,337 |  |        |  
|                                                                                                                                                              |  | $      | 5,337 |  |        | $





The demand loans are secured by a general
security agreement covering all assets of the Company. At December 31, 2012 the carrying amount of assets under demand loans included
in buildings, plant and equipment was $8.9 million.



(b) Finance Lease Liabilities



Obligations under finance leases bear interest
between 5.4 percent and 8.0 percent per annum, are due from 2013 to 2014 and are secured by the leased equipment. The estimated
principal repayments on the leases are as follows: 2012 - $1,495; and 2013 - $291.



Page 75







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



|                           |  | Present Value of |       |  |          |   |    | Future Value of | 
|-------------------------- |  | ---------------- | ----- |  | -------- | - | -- | --------------- | 
|                           |  | Minimum Lease    |       |  |          |   |    | Minimum Lease   | 
|                           |  | Payments         |       |  | Interest |   |    | Payments        | 
|                           |  | DEC 31           |       |  | DEC 31   |   |    | DEC 31          | 
|                           |  | 2012             |       |  | 2012     |   |    | 2012            | 
|                           |  |                  |       |  |          |   |    |                 | 
|Less than one year         |  | $                | 1,495 |  |          | $ | 56 |                 | 
|Between one and five years |  |                  | 291   |  |          |   | 2  |                 | 
|                           |  | $                | 1,786 |  |          | $ | 58 |                 | 



|                           |  | Present Value of |       |  |          |   |     | Future Value of | 
|-------------------------- |  | ---------------- | ----- |  | -------- | - | --- | --------------- | 
|                           |  | Minimum Lease    |       |  |          |   |     | Minimum Lease   | 
|                           |  | Payments         |       |  | Interest |   |     | Payments        | 
|                           |  | DEC 31           |       |  | DEC 31   |   |     | DEC 31          | 
|                           |  | 2011             |       |  | 2011     |   |     | 2011            | 
|                           |  |                  |       |  |          |   |     |                 | 
|Less than one year         |  | $                | 2,119 |  |          | $ | 154 |                 | 
|Between one and five years |  |                  | 1,786 |  |          |   | 58  |                 | 
|                           |  | $                | 3,905 |  |          | $ | 212 |                 | 





The Company’s finance leases are
secured by a general security agreement. At December 31, 2012 the carrying amount of assets under finance leases included in buildings,
plant and equipment was $5.1 million (December 31, 2011: $7.9 million).



(c) Debenture



The debenture bears a 12 percent annual
interest rate, is due May 23, 2013 and requires monthly interest only payments. Upon entering into the debenture indenture agreement,
debenture holders received warrants in the amount of 10 percent of the debenture purchase (Note 12). Each warrant entitles the
holder to acquire one common share of the Company at an exercise price of $1.60 per common share until May 23, 2013. The value
of the warrants associated with the debenture on the date of issuance was $0.6 million.



During 2011, the Company repaid $0.1 million
of the outstanding debentures, representing principal plus unpaid interest thereon up to the repayment date. A total of $9.8 million
in face value of debentures remain outstanding at December 31, 2012.



The balance of the debentures outstanding
is amortized using the effective interest rate method at an effective rate of 14.7 percent over the remaining term of the debentures.



|                                       |  | DEC 31 |       |  | DEC 31 |  
|-------------------------------------- |  | ------ | ----- |  | ------ | -
|                                       |  | 2012   |       |  | 2011   |  
|                                       |  |        |       |  |        |  
|Debenture payable, beginning of year   |  | $      | 9,452 |  |        | $
|Amortized cost of debenture redemption |  |        | -     |  |        |  
|Amortization of debt issue costs       |  |        | 213   |  |        |  
|Debenture payable, end of period       |  | $      | 9,665 |  |        | $
|                                       |  |        |       |  |        |  
|Debenture payable, current portion     |  | $      | 9,665 |  |        | $
|Debenture payable, long-term portion   |  | $      | -     |  |        | $



As at December 31, 2012, the Company’s outstanding debentures
are due in less than one year. As such, this balance has been classified as a current liability.



The debentures are secured by a general
security agreement covering all of the Company's assets, except those subordinated to bank debt.



Page 76







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



(d) Line of Credit



The Company has a $5.0 million operating
line of credit which bears interest at prime plus 1.125 percent; the prime rate at December 31, 2012 was 3 percent. These funds
are available for general corporate purposes.



(e) Other





Subsequent to December 31, 2012, the Company expanded its current
debt facilities with CWB to the following (Note 22):



| | · | $10.0 million operating line of credit (previous amount:
$5.0 million);
| | - | -----------------------------------------------------------------------

| | · | $10.0 million finance lease line (previous amount:
$7.0 million); and
| | - | ---------------------------------------------------------------------

| | · | $5.0 million revolving loan (new).
| | - | ----------------------------------





In addition to the above, the Company also executed a non-binding
term sheet with Crown Capital Partner’s Inc. for an additional debt facility of $25.0 million (Note 22).



| | 12. | 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.



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.





|                                    |  |        |             |  | DEC 31 |   |         |        |  |  | DEC 31      | 
|----------------------------------- |  | ------ | ----------- |  | ------ | - | ------- | ------ |  |  | ----------- | 
|                                    |  | Shares |             |  | 2012   |   |         | Shares |  |  | 2011        | 
|                                    |  |        |             |  |        |   |         |        |  |  |             | 
|Common shares:                      |  |        |             |  |        |   |         |        |  |  |             | 
|                                    |  |        |             |  |        |   |         |        |  |  |             | 
|Outstanding, beginning of year      |  |        | 164,630,231 |  |        | $ | 176,994 |        |  |  | 138,913,329 | 
|ESPP (a)                            |  |        | 338,676     |  |        |   | 546     |        |  |  | 235,614     | 
|Exercise of stock options (b)       |  |        | 75,402      |  |        |   | 92      |        |  |  | 648,667     | 
|Equity issue (d)                    |  |        | 8,701,255   |  |        |   | 12,008  |        |  |  | -           | 
|Equity issue (e)                    |  |        | -           |  |        |   | -       |        |  |  | 23,000,000  | 
|Broker warrant exercise (f)         |  |        | -           |  |        |   | -       |        |  |  | 139,321     | 
|Warrant exercise (f)                |  |        | -           |  |        |   | -       |        |  |  | 1,577,000   | 
|Warrant exercise (f)                |  |        | -           |  |        |   | -       |        |  |  | 116,300     | 
|Issue costs, net of income taxes    |  |        | -           |  |        |   | -       |        |  |  | -           | 
|Outstanding, end of year            |  |        | 173,745,564 |  |        |   | 189,640 |        |  |  | 164,630,231 | 
|                                    |  |        |             |  |        |   |         |        |  |  |             | 
|Warrants and other equity:          |  |        |             |  |        |   |         |        |  |  |             | 
|                                    |  |        |             |  |        |   |         |        |  |  |             | 
|Warrants (d)                        |  |        |             |  |        |   | 12      |        |  |  |             | 
|Common share purchase warrants (f)  |  |        |             |  |        |   | 2,700   |        |  |  |             | 
|Tax adjusted cumulative issue costs |  |        |             |  |        |   | (228    | )      |  |  |             | 
|Common share purchase warrants (f)  |  |        |             |  |        |   | 552     |        |  |  |             | 
|Debenture purchase warrants (f)     |  |        |             |  |        |   | 513     |        |  |  |             | 
|                                    |  |        | 173,745,564 |  |        | $ | 193,189 |        |  |  | 164,630,231 | 





Page 77







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



The Company has the following equity-settled plans:



| | (a) | Employee Share Purchase Plan
| | --- | ----------------------------



The ESPP was established to encourage employees
to purchase Company 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 2012, the Company issued
338,676 common shares (2011 – 235,614) 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.



The weighted average fair value of ESPP
options granted during 2012 was $0.62 (2011 - $0.90) and was estimated using the Black-Scholes
option pricing model with assumptions of a 1.00 year weighted average expected option life, a 16
percent expected forfeiture rate (2011 – 15 percent), 72 percent volatility (2011 –
53 percent) and an interest rate of 0.98 percent (2011 – 1.3 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 2012, compensation expense recognized
in respect of the ESPP was $0.6 million (2011 - $0.3 million). This compensation expense has
been included in General and administrative expense in the Consolidated Statements of Income.



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



The Company has established a stock option
plan under which 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 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, 2012 and December 31, 2011 and their weighted average exercise prices are as follows:



|                    |  |         |           |   | Weighted |   |      |         |  |  | Weighted  |  
|------------------- |  | ------- | --------- | - | -------- | - | ---- | ------- |  |  | --------- | -
|                    |  | DEC 31  |           |   | Average  |   |      | DEC 31  |  |  | Average   |  
|                    |  | 2012    |           |   | Exercise |   |      | 2011    |  |  | Exercise  |  
|                    |  | Options |           |   | Price    |   |      | Options |  |  | Price     |  
|                    |  |         |           |   |          |   |      |         |  |  |           |  
|Beginning of period |  |         | 5,484,250 |   |          | $ | 1.57 |         |  |  | 3,916,737 |  
|Options granted     |  |         | 1,896,290 |   |          |   | 1.04 |         |  |  | 2,478,768 |  
|Options exercised   |  |         | (75,402   | ) |          |   | 0.78 |         |  |  | (648,667  | )
|Options forfeited   |  |         | (316,611  | ) |          |   | 1.82 |         |  |  | (241,876  | )
|Options expired     |  |         | (40,000   | ) |          |   | 1.51 |         |  |  | (20,712   | )
|End of period       |  |         | 6,948,527 |   |          | $ | 1.43 |         |  |  | 5,484,250 |  



The weighted average share price at the
date of exercise for share options exercised during 2012 was $1.02 (December 31, 2011: $1.84).



For director and employee options outstanding
at December 31, 2012, the range of exercise prices, the weighted average exercise price and the weighted average remaining contractual
life are as follows:



Page 78







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



|                       |  | Options Outstanding |           |  | Options Exercisable               | 
|---------------------- |  | ------------------- | --------- |  | --------------------------------- | 
|Option Price Per Share |  | Quantity            |           |  | Weighted 
Average 
Remaining Life | 
|$0.50 - $1.00          |  |                     | 1,329,845 |  |                                   | 
|$1.01 - $1.50          |  |                     | 2,633,731 |  |                                   | 
|$1.51 - $2.00          |  |                     | 2,432,000 |  |                                   | 
|$2.01 - $2.38          |  |                     | 552,951   |  |                                   | 
|                       |  |                     | 6,948,527 |  |                                   | 



The foregoing options have expiry dates
ranging from June 30, 2013 to December 8, 2021.



The weighted average fair value of stock
options granted during 2012 was $0.65 (2011 - $1.37) and was estimated using the Black-Scholes option pricing model with assumptions
of a 5.57 year (2011 – 7.11 year) weighted average expected option life, a two to four
percent expected forfeiture rate (2011 – two percent), 65 percent to 76 percent volatility (2011 – 68 percent to 75
percent) and interest rates ranging from 1.1 percent to 1.8 percent (2011 – 1.3 percent to 3.1 percent).



For the year ended December 31, 2012, the
compensation expense recognized in respect of stock options was $1.6 million (2011 - $1.7 million).
This compensation expense has been included in General and administrative expenses in the Consolidated Statements of Income.



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.



The Company has the following cash-settled plan:



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



The Company offers a DSU plan to non-employee
Directors. A DSU is a notional unit that reflects the market value of a single common share of Claude. For the year ended December
31, 2012, 50 percent of each Director’s annual retainer was 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.



At December 31, 2012, total DSUs held by
participating Directors was 283,791 (December 31, 2011 – nil).



Compensation expense recognized in respect
of DSUs during 2012 was $0.2 million (2011 - $nil). This compensation expense has been included
in General and administrative expenses in the Consolidated Statements of Income.



Equity Issues:



| | (d) | Acquisition
| | --- | -----------





During 2012, the Company issued 8,701,255
common shares pursuant to a Plan of Arrangement whereby Claude acquired all of the outstanding common shares of St. Eugene Mining
Corporation Limited that it did not already own (Note 22). Pursuant to this transaction, the Company also granted a total of 853,594
common share purchase warrants to replace St. Eugene common share purchase warrants outstanding at the time of the transaction.



| | (e) | Short form Prospectus
| | --- | ---------------------



During 2011, the Company completed a short
form prospectus offering. The Offering consisted of the issuance of 20,000,000 common shares of the Company, on a bought deal basis,
at a price of $2.50 per share, as well as the issuance of 3,000,000 shares of the Company, at a price of $2.50 per share, to the
Underwriters pursuant to the over-allotment option, for aggregate gross proceeds of $57,500,000.



Page 79







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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. The range of exercise prices and
dates of expiration of the common share purchase warrants outstanding are as follows:



|         |      |  |             |                   | Number         |  |           |         |  |  |         |  |  | Number         |          
|-------- | ---- |  | ----------- | ----------------- | -------------- |  | --------- | ------- |  |  | ------- |  |  | -------------- | ---------
|Exercise |      |  |             |                   | Outstanding at |  |           |         |  |  |         |  |  | Outstanding at |          
|Price    |      |  | Expiry Date |                   | DEC 31, 2011   |  |           | Granted |  |  | Expired |  |  | DEC 31, 2012   |          
|$        | 1.60 |  |             | May 22, 2013      |                |  | 1,693,200 |         |  |  | -       |  |  |                | -        
|$        | 0.90 |  |             | November 16, 2012 |                |  | 1,023,000 |         |  |  | -       |  |  |                | 1,023,000
|$        | 1.77 |  |             | April 7, 2012     |                |  | -         |         |  |  | 319,545 |  |  |                | 319,545  
|$        | 1.77 |  |             | April 12, 2012    |                |  | -         |         |  |  | 10,257  |  |  |                | 10,257   
|$        | 3.17 |  |             | March 31, 2012    |                |  | -         |         |  |  | 79,980  |  |  |                | 79,980   
|$        | 4.44 |  |             | March 31, 2012    |                |  | -         |         |  |  | 443,812 |  |  |                | 443,812  
|         |      |  |             |                   |                |  | 2,716,200 |         |  |  | 853,594 |  |  |                | 1,876,594





The warrants granted during 2012 relate
to outstanding warrants assumed as part of the St. Eugene acquisition completed in the first quarter. Note 22 The weighted average
fair value of warrants granted during 2012 was $0.02 and was estimated using the Black-Scholes option pricing model with assumptions
of a 0.2 year weighted average expected option life, and an interest rates of 0.9 percent.



The range of exercise prices and dates of expiration of the
common share purchase warrants outstanding at December 31, 2011 were as follows:



|         |      |  |             |                   | Number         |  |            |           |  |  |           |  |  | Number         |          
|-------- | ---- |  | ----------- | ----------------- | -------------- |  | ---------- | --------- |  |  | --------- |  |  | -------------- | ---------
|Exercise |      |  |             |                   | Outstanding at |  |            |           |  |  |           |  |  | Outstanding at |          
|Price    |      |  | Expiry Date |                   | DEC 31, 2010   |  |            | Exercised |  |  | Expired   |  |  | DEC 31, 2011   |          
|$        | 1.60 |  |             | May 22, 2013      |                |  | 1,809,500  |           |  |  | 116,300   |  |  |                | -        
|$        | 0.83 |  |             | April 9, 2011     |                |  | 139,321    |           |  |  | 139,321   |  |  |                | -        
|$        | 0.90 |  |             | November 16, 2012 |                |  | 2,600,000  |           |  |  | 1,577,000 |  |  |                | -        
|$        | 1.75 |  |             | December 30, 2011 |                |  | 6,000,000  |           |  |  | -         |  |  |                | 6,000,000
|         |      |  |             |                   |                |  | 10,548,821 |           |  |  | 1,832,621 |  |  |                | 6,000,000



| | 13. | Finance Expense:
| | --- | ----------------



|                                           |  | DEC 31 |       |   | DEC 31 |  
|------------------------------------------ |  | ------ | ----- | - | ------ | -
|                                           |  | 2012   |       |   | 2011   |  
|                                           |  |        |       |   |        |  
|Interest expense on loans and borrowings   |  | $      | 1,514 |   |        | $
|Interest capitalized to mineral properties |  |        | (536  | ) |        |  
|Derivative loss                            |  |        | 85    |   |        |  
|Debenture amortization                     |  |        | 212   |   |        |  
|Accretion expense                          |  |        | 175   |   |        |  
|                                           |  | $      | 1,450 |   |        | $



Finance expense paid for the year ended December 31, 2012 was
$1.6 million (December 31, 2011 - $3.2 million).



Page 80







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | 14. | Finance and Other Income:
| | --- | -------------------------



|                   |  | DEC 31 |        |   | DEC 31 |  
|------------------ |  | ------ | ------ | - | ------ | -
|                   |  | 2012   |        |   | 2011   |  
|                   |  |        |        |   |        |  
|Net royalty income |  | $      | (1,248 | ) |        | $
|Other income       |  |        | (138   | ) |        |  
|Interest income    |  |        | (109   | ) |        |  
|                   |  | $      | (1,495 | ) |        | $



Finance and other income received during the year ended December
31, 2012 was $0.2 million (December 31, 2011 - $0.5 million).



| | 15. | Personnel Expenses:
| | --- | -------------------



|                                               |  | DEC 31 |        |  | DEC 31 |  
|---------------------------------------------- |  | ------ | ------ |  | ------ | -
|                                               |  | 2012   |        |  | 2011   |  
|                                               |  |        |        |  |        |  
|Wages and salaries                             |  | $      | 38,951 |  |        | $
|Canadian Pension Plan (CPP) and EI remittances |  |        | 1,473  |  |        |  
|                                               |  | $      | 40,424 |  |        | $



| | 16. | Related Party Transactions:
| | --- | ---------------------------



Key Management Personnel



Compensation of key management personnel of the Company:



|                                                                      |  | DEC 31 |       |  | DEC 31 |  
|--------------------------------------------------------------------- |  | ------ | ----- |  | ------ | -
|                                                                      |  | 2012   |       |  | 2011   |  
|                                                                      |  |        |       |  |        |  
|Cash compensation – Salaries, short-term incentives and other enefits |  | $      | 1,810 |  |        | $
|Long term incentives, including share-based payments                  |  |        | 1,324 |  |        |  
|Total compensation paid to key management personnel                   |  | $      | 3,134 |  |        | $



The Company’s Executive Leadership
Team (consisting of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Vice President Operations)
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.



| | 17. | Income Taxes:
| | --- | -------------



(a) Income tax expense





|                                                  |  | DEC 31 |       |  | DEC 31 |  
|------------------------------------------------- |  | ------ | ----- |  | ------ | -
|Income tax expense                                |  | 2012   |       |  | 2011   |  
|                                                  |  |        |       |  |        |  
|Deferred income tax expense:                      |  |        |       |  |        |  
|Origination and reversal of temporary differences |  | $      | 2,725 |  |        | $
|Write-down of mineral properties                  |  |        | -     |  |        |  
|Change in unrecognized deferred tax assets        |  |        | 247   |  |        |  
|Deferred income tax expense                       |  | $      | 2,972 |  |        | $





Page 81







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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



Other comprehensive income included on
the consolidated statements of comprehensive income 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, 2011:



|                                                            |  |            |        |   | Income tax |  |     |            | 
|----------------------------------------------------------- |  | ---------- | ------ | - | ---------- |  | --- | ---------- | 
|                                                            |  | Before tax |        |   | expense    |  |     | Net of tax | 
|                                                            |  |            |        |   |            |  |     |            | 
|Other comprehensive income (loss)                           |  |            |        |   |            |  |     |            | 
|                                                            |  |            |        |   |            |  |     |            | 
|Gain on available for sale securities transferred to profit |  |            | (35    | ) |            |  | 5   |            | 
|Unrealized loss on available for sale securities            |  |            | (2,409 | ) |            |  | 325 |            | 
|                                                            |  |            | (2,444 | ) |            |  | 330 |            | 



For the year ended December 31, 2012:



|                                                            |  |            |      |   | Income tax          |  |     |            | 
|----------------------------------------------------------- |  | ---------- | ---- | - | ------------------- |  | --- | ---------- | 
|                                                            |  | Before tax |      |   | (recovery) 
expense |  |     | Net of tax | 
|                                                            |  |            |      |   |                     |  |     |            | 
|Other comprehensive income (loss)                           |  |            |      |   |                     |  |     |            | 
|                                                            |  |            |      |   |                     |  |     |            | 
|Loss on available for sale securities transferred to profit |  |            | 199  |   |                     |  | (27 | )          | 
|Unrealized gain on available for sale securities            |  |            | (909 | ) |                     |  | 123 |            | 
|                                                            |  |            | (710 | ) |                     |  | 96  |            | 



(c) 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:





|                                                      |  | DEC 31 |       |   | DEC 31 |  
|----------------------------------------------------- |  | ------ | ----- | - | ------ | -
|                                                      |  | 2012   |       |   | 2011   |  
|                                                      |  |        |       |   |        |  
|Profit before income taxes                            |  | $      | 8,541 |   |        | $
|Federal and Provincial statutory income tax rate      |  |        | 27.0  | % |        |  
|Expected tax expense                                  |  |        | 2,306 |   |        |  
|                                                      |  |        |       |   |        |  
|Permanent differences                                 |  |        | 358   |   |        |  
|Effect of change in effective tax rates               |  |        | -     |   |        |  
|Other                                                 |  |        | (27   | ) |        |  
|Decrease in tax assets related to royalty payable     |  |        | 88    |   |        |  
|Decrease (increase) in recognized deferred tax assets |  |        | 247   |   |        |  
|Income tax expense                                    |  | $      | 2,972 |   |        | $





The expected statutory tax rate has changed due to the federal
income tax rate decreasing from 16.5 percent to 15.0 percent from 2011 to 2012.



Page 82







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



(d) Significant components of recognized
and unrecognized Deferred tax assets and 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 |    
|                                               |  | 2011  |        |   | Net profit |  |        | to equity  |  |  | Income        |  |  | 2011   |    
|                                               |  |       |        |   |            |  |        |            |  |  |               |  |  |        |    
|Deferred income tax assets (liabilities)       |  |       |        |   |            |  |        |            |  |  |               |  |  |        |    
|Share issue costs                              |  |       | 564    |   |            |  | (461   | )          |  |  | 929           |  |  |        | -  
|Decommissioning and reclamation                |  |       | 1,299  |   |            |  | 1,324  |            |  |  | -             |  |  |        | -  
|Net royalty obligation                         |  |       | 3,918  |   |            |  | (1,024 | )          |  |  | -             |  |  |        | -  
|Investments                                    |  |       | (323   | ) |            |  | 10     |            |  |  | -             |  |  |        | 330
|Mineral properties                             |  |       | (1,615 | ) |            |  | (3,960 | )          |  |  | -             |  |  |        | -  
|Other                                          |  |       | 44     |   |            |  | (37    | )          |  |  | -             |  |  |        | -  
|Total Deferred income tax assets (liabilities) |  |       | 3,887  |   |            |  | (4,148 | )          |  |  | 929           |  |  |        | 330
|Recognized (unrecognized) deferred tax assets  |  |       | (3,887 | ) |            |  | 3,784  |            |  |  | 103           |  |  |        | -  
|                                               |  |       | -      |   |            |  | (364   | )          |  |  | 1,032         |  |  |        | 330



|                                               |  |       |        |   |                |  |     |            |  |  |            |   |  | Recognized in |      |   |        | 
|---------------------------------------------- |  | ----- | ------ | - | -------------- |  | --- | ---------- |  |  | ---------- | - |  | ------------- | ---- | - | ------ | 
|                                               |  |       |        |   | Acquisition of |  |     | Recognized |  |  | Recognized |   |  | other         |      |   |        | 
|                                               |  | JAN 1 |        |   | St. Eugene     |  |     | in         |  |  | directly   |   |  | comprehensive |      |   | DEC 31 | 
|                                               |  | 2012  |        |   | Mining         |  |     | Net profit |  |  | to equity  |   |  | Income        |      |   | 2012   | 
|                                               |  |       |        |   |                |  |     |            |  |  |            |   |  |               |      |   |        | 
|Deferred income tax assets (liabilities)       |  |       |        |   |                |  |     |            |  |  |            |   |  |               |      |   |        | 
|Share issue costs                              |  |       | 1,032  |   |                |  | -   |            |  |  | (344       | ) |  |               | -    |   |        | 
|Decommissioning and reclamation                |  |       | 2,623  |   |                |  | -   |            |  |  | (148       | ) |  |               | -    |   |        | 
|Net royalty obligation                         |  |       | 2,894  |   |                |  | -   |            |  |  | (389       | ) |  |               | -    |   |        | 
|Investments                                    |  |       | 17     |   |                |  | -   |            |  |  | 134        |   |  |               | -    |   |        | 
|Mineral properties                             |  |       | (5,575 | ) |                |  | -   |            |  |  | (2,240     | ) |  |               | -    |   |        | 
|Loss carry forwards                            |  |       | -      |   |                |  | 939 |            |  |  | 63         |   |  |               | -    |   |        | 
|Other                                          |  |       | 7      |   |                |  |     |            |  |  | 199        |   |  |               | (158 | ) |        | 
|Total Deferred income tax assets (liabilities) |  |       | 998    |   |                |  | 939 |            |  |  | (2,725     | ) |  |               | (158 | ) |        | 
|Recognized (unrecognized) deferred tax assets  |  |       | -      |   |                |  | -   |            |  |  | (247       | ) |  |               | -    |   |        | 
|                                               |  |       | 998    |   |                |  | 939 |            |  |  | (2,972     | ) |  |               | (158 | ) |        | 



(e) Unrecognized Income Tax Credits



The Company has $4.0 million (2011 - $2.2
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:



|     |  | 2012 |      
|---- |  | ---- | -----
|     |  |      |      
|2026 |  | $    | 61   
|2027 |  |      | 539  
|2028 |  |      | 314  
|2029 |  |      | 230  
|2030 |  |      | 273  
|2031 |  |      | 700  
|2032 |  |      | 1,843
|     |  | $    | 3,960



Page 83







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | 18. | Earnings Per Share:
| | --- | -------------------



Basic earnings per share:



|                                                     |  | DEC 31 |         |  | DEC 31 |  
|---------------------------------------------------- |  | ------ | ------- |  | ------ | -
|                                                     |  | 2012   |         |  | 2011   |  
|                                                     |  |        |         |  |        |  
|Basic earnings per share:                            |  |        |         |  |        |  
|Net profit attributable to common Shareholders       |  | $      | 5,569   |  |        | $
|Weighted average number of common Shares outstanding |  |        | 172,933 |  |        |  
|Basic net earnings per share                         |  | $      | 0.03    |  |        | $



Diluted earnings per share:



|                                                                        |  | DEC 31 |         |  | DEC 31 |  
|----------------------------------------------------------------------- |  | ------ | ------- |  | ------ | -
|                                                                        |  | 2012   |         |  | 2011   |  
|                                                                        |  |        |         |  |        |  
|Diluted earnings per share:                                             |  |        |         |  |        |  
|Net earnings attributable to common Shareholders                        |  | $      | 5,569   |  |        | $
|Weighted average number of common Shares outstanding                    |  |        | 172,933 |  |        |  
|Dilutive effect of stock options                                        |  |        | 299     |  |        |  
|Dilutive effect of warrants                                             |  |        | -       |  |        |  
|Weighted average number of common Shares outstanding, assuming dilution |  |        | 173,232 |  |        |  
|Diluted net earnings per share                                          |  | $      | 0.03    |  |        | $



Excluded from the computation of diluted
earnings per share at December 31, 2012 were:



| | i. | options outstanding on 5,653,682 common shares with an average exercise price greater than the
average market price of the Company’s common shares; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii. | 1,693,200 warrants with an exercise price greater than the average market price of the Company’s
common shares.
| | --- | ---------------------------------------------------------------------------------------------------------------



Excluded from the computation of diluted
earnings per share at December 31, 2011 were options outstanding on 648,561 common shares with an average exercise price greater
than the average market price of the Company’s common shares.



| | 19. | 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 84







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|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 continued exploration at Madsen and Amisk and 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 |       
|-------------------------- |  | ---------------------------------- | ------
|                           |  |                                    |       
|                           |  | Total                              |       
|Contractual Obligation     |  |                                    |       
|                           |  |                                    |       
|Demand loans               |  |                                    | 5,337 
|Interest on demand loans   |  |                                    | 276   
|Debenture                  |  |                                    | 9,751 
|Debenture interest         |  |                                    | 458   
|Capital lease obligations  |  |                                    | 1,786 
|Interest on capital leases |  |                                    | 58    
|Office lease               |  |                                    | 197   
|                           |  |                                    | 17,863



During 2012 (and subsequent to December
31, 2012), the Company has been updating its decommissioning and reclamation plans for the Madsen and Seabee properties. It is
expected that additional security (approximately $6.5 million) will need to be provided to the applicable regulatory authorities.
However, the timing of this security has not yet been determined.





As noted above, near-term funding requirements
pursuant to the redemption of its outstanding debentures (due on May 23, 2013), have placed the Company in a working capital deficiency.
In order to address this working capital deficiency, the Company, subsequent to December 31, 2012, increased its current debt facilities
with CWB to the following (Note 22):



| | · | $10.0 million operating line of credit (previous amount:
$5.0 million);
| | - | -----------------------------------------------------------------------

| | · | $10.0 million finance lease line (previous amount:
$7.0 million); and
| | - | ---------------------------------------------------------------------

| | · | $5.0 million revolving loan (new).
| | - | ----------------------------------





In addition to the above, the Company has
executed a non-binding term sheet with CCP for an additional long-term debt facility of $25.0 million (Note 22). As of the date
of these Financial Statements, the Company is in negotiations to close the CCP debt facility. Management believes that repayment
of the outstanding debentures will occur as required on May 23, 2013. If for any reason the Company is unable to close the CCP
debt facility, it could have an impact on the Company`s ability to continue as a going concern and realize assets at their recognized
values and to extinguish liabilities in the normal course of business at the amounts stated in the consolidated financial statements.



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.



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, one of the Company’s demand loans
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.



Page 85







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



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 $10 US$ movement in gold price per
ounce, earnings and cash flow will have a corresponding movement of CDN $0.5 million, or $0.00
per share.



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.



For disclosure purposes, all financial
instruments measured at fair value are categorized into one of three hierarchy levels, described below. 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 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:



|                                    |  | DEC 31         |       |  | DEC 31                |  
|----------------------------------- |  | -------------- | ----- |  | --------------------- | -
|                                    |  | 2012           |       |  | 2011                  |  
|                                    |  | Carrying Value |       |  | Estimated 
Fair Value |  
|                                    |  |                |       |  |                       |  
|Loans and receivables               |  |                |       |  |                       |  
|Cash and cash equivalents           |  |                | -     |  |                       |  
|Short-term investments (1)          |  |                | -     |  |                       |  
|Accounts receivable (3)             |  | $              | 4,845 |  |                       | $
|Available-for-sale financial assets |  |                |       |  |                       |  
|Investments (1)                     |  |                | 378   |  |                       |  
|Held-to-maturity                    |  |                |       |  |                       |  
|Deposits for reclamation costs      |  |                | 2,237 |  |                       |  
|Other financial liabilities         |  |                |       |  |                       |  
|Bank indebtedness                   |  |                | 3,531 |  |                       |  
|Demand loans                        |  |                | 5,337 |  |                       |  
|Accounts payable                    |  |                | 7,533 |  |                       |  
|Net royalty obligations             |  |                | 4,041 |  |                       |  
|Debenture (1)                       |  |                | 9,665 |  |                       |  



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

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

| | (3) | At December 31, 2012, there were no receivables that were past due or considered impaired.
| | --- | ------------------------------------------------------------------------------------------



Page 86







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | 20. | 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, 2012. 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.





|                     |  |          |                    |   |          |  |                | DEC 31 |  |   | DEC 31  |    
|-------------------- |  | -------- | ------------------ | - | -------- |  | -------------- | ------ |  | - | ------- | ---
|                     |  | Interest |                    |   | Maturity |  |                | 2012   |  |   | 2011    |    
|                     |  |          |                    |   |          |  |                |        |  |   |         |    
|Demand loan          |  |          | Repaid during 2012 |   |          |  | $              | -      |  |   | $       | 896
|Demand loans         |  |          | Prime + 1.50%      |   |          |  | Jan – Apr/2015 |        |  |   | 5,337   |    
|Debenture            |  |          | 12.00              | % |          |  | May/2013       |        |  |   | 9,665   |    
|Total debt           |  |          |                    |   |          |  |                |        |  | $ | 15,002  |    
|                     |  |          |                    |   |          |  |                |        |  |   |         |    
|Shareholders’ equity |  |          |                    |   |          |  |                |        |  |   | 192,364 |    
|                     |  |          |                    |   |          |  |                |        |  |   |         |    
|Debt to equity       |  |          |                    |   |          |  |                |        |  |   | 7.80    | %  





The Company is bound by and has met all
covenants, if any, on these credit facilities.





Subsequent to December 31, 2012, the Company
expanded its current debt facilities with its existing bank to $25.0 million and has executed a non-binding term sheet with Crown
Capital Partners Inc. (“CCP”) for an additional long-term debt facility of $25.0 million (Note 22). The new debt facilities
will facilitate the retirement of the Company’s outstanding debentures (which mature in May 2013) and allow for the necessary
expansion capital at the Seabee Gold Operation to support the updated Life of Mine Plan.



Page 87







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



| | 21. | Acquisition:
| | --- | ------------



On February 1, 2012, the Company closed
the transaction whereby Claude acquired all of the outstanding shares of St. Eugene Mining Corporation Limited (TSXV: SEM) ("St.
Eugene") that it did not already own. The transaction was accomplished pursuant to the terms of a court approved plan of arrangement
completed under the Business Corporations Act (British Columbia) (the “Arrangement”). Under the Arrangement, Claude
acquired all of the outstanding common shares of St. Eugene in exchange for the issuance of 8,701,255 common shares of Claude.



As part of the Arrangement, Claude also
exchanged all outstanding warrants of St. Eugene for warrants of Claude and reduced its existing net smelter return royalty on
the Tartan Lake Project from a sliding scale to two percent.



On closing, Claude owns 100 percent of
the Amisk Gold Project. The transaction has been accounted for as an asset acquisition as St. Eugene did not meet the definition
of a business, as defined in IFRS 3, Business Combinations.



The purchase price of the transaction,
which was $14.9 million, has been recorded as an increase to mineral properties and share capital. The preliminary purchase price
allocation was calculated as follows:



|Cash and cash equivalents                |  | $ | 486    |  
|---------------------------------------- |  | - | ------ | -
|Mineral property interest                |  |   | 15,198 |  
|Accounts payable and accrued liabilities |  |   | (828   | )
|                                         |  | $ | 14,856 |  



| | 22. | Subsequent Events:
| | --- | ------------------



(a) Term Loan



Subsequent to December 31, 2012, the Company
has executed a non-binding term sheet for a five-year $25.0 million term loan (the “Loan”) with CCP.
Interest on the Loan is fixed at 10 percent, compounds monthly and is payable monthly. Principal payments
will begin 12 months from closing and will be payable monthly.A portion of the Loan will be utilized to retire the Company’s
outstanding debentures due to mature in May 2013 with the remainder being available for working capital purposes.



The maturity date of the Loan will be 60
months from closing. The Loan will be subordinate to all of the Company’s other short-term and long-term loans and borrowings.



The table below represents currently scheduled
repayment and maturity of the Loan over the next five years.



|Period          |  | Monthly Amount |         |  | Annual Amount |  
|--------------- |  | -------------- | ------- |  | ------------- | -
|Months 1 – 12   |  |                | NIL     |  |               |  
|Months 13 – 59  |  | $              | 300,000 |  |               | $
|Due at Maturity |  |                |         |  |               | $



After 12 months following the closing of
this arrangement, 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



Page 88







|Claude Resources Inc.                                                              
|-----------------------------------------------------------------------------------
|Notes to the Consolidated Financial Statements                                     
|For the Years ended December 31, 2012 and 2011                                     
|Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted
|                                                                                   



In conjunction with the closing of this
arrangement, the Company will grant 5,750,000 common share purchase warrants priced at $0.70 per common share purchase warrant.
These common share purchase warrants can be exercisable by the holder, in whole or in part, at any time from closing until five
years following closing.



(b) Revolving Credit Facility



Subsequent to December 31, 2012, the Company
completed an arrangement for a new $5.0 million revolving credit facility due on December 31, 2013. Upon mutual agreement, the
facility can be extended for an additional year. This revolving credit facility bears interest at prime plus 1.75
percent; the prime rate at March 27, 2013 was 3 percent. These funds are available for general
corporate purposes.



(c) Line of Credit



Subsequent to December 31, 2012, the Company
completed an arrangement for a new $10.0 million line of credit, replacing its old $5.0 million line of credit. The line of credit
bears interest at prime plus 1.125 percent; the prime rate at March 27, 2013 was 3
percent. These funds are available for general corporate purposes.





(d) Finance Lease Line



Subsequent to December 31, 2012, the Company
completed an arrangement for a new $10.0 million facility, replacing its old $7.0 million facility. The line of credit bears interest
at prime plus 1.50 percent; the prime rate at March 27, 2013 was 3 percent. These funds are available for general corporate purposes.





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