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Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
Claude Resources Inc. Q2 2012 MD&A and Financials
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Claude Resources Inc. Q2 2012 MD&A and Financials

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  • 1. MANAGEMENT’S DISCUSSION AND ANALYSIS & CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2012FOR FURTHER INFORMATION PLEASE CONTACT:Marc Lepage, Manager, Investor RelationsClaude Resources Inc.200, 224 – 4th Avenue SouthSaskatoon, Saskatchewan Phone: (306) 668-7505Canada S7K 5M5 Fax: (306) 668-7500ir@clauderesources.com www.clauderesources.comTRADING SYMBOLS:TSX – CRJNYSE MKT - CGR
  • 2. MANAGEMENT’S DISCUSSION AND ANALYSISThe following Management’s Discussion and Analysis (“MD&A”) of the consolidated operating andfinancial performance of Claude Resources Inc. (“Claude” or the “Company”) for the three and sixmonths ended June 30, 2012 with the corresponding periods of 2011 is prepared as of August 9, 2012.This discussion is the responsibility of Management and has been prepared using InternationalFinancial Reporting Standards (“IFRS”), as issued by the International Accounting StandardsBoard. This discussion should be read in conjunction with the Company’s June 30, 2012 condensedconsolidated interim financial statements and notes thereto and the Company’s 2011 annual MD&Aand 2011 audited consolidated financial statements and notes thereto. The Board of Directors hasapproved the disclosure presented herein. All amounts referred to in this discussion are expressed inCanadian dollars, except where otherwise indicated.OVERVIEWClaude Resources Inc., incorporated pursuant to the Canada Business Corporations Act, is a gold producerwith shares 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 andmineral resources. The Company’s entire asset base is located in Canada.The Company’s revenue generating asset is the 100 percent owned Seabee Gold Operation, located innorthern Saskatchewan, which includes 35,600 acres (14,400 hectares) and is comprised of five mineralleases and extensive surface infrastructure. Claude also owns 100 percent of the Amisk Gold Project innortheastern Saskatchewan. The Amisk Gold Project is located 20 kilometres southwest of Flin Flon,Manitoba and hosts the Amisk Gold Deposit and a large number of gold occurrences and prospects. At99,800 acres (40,400 hectares), this gold and silver exploration property is one of the largest land positionsin the Flin Flon mineral district. Claude also owns 100 percent of the Madsen Property located in the RedLake gold camp of northwestern Ontario. The Madsen Project comprises over 10,000 acres (4,000hectares) and boasts historical production in excess of 2.4 million ounces, making it the third largest goldproducer in the Red Lake camp in Ontario, Canada. Infrastructure includes a fully functional 500 ton perday mill, a 4,125 foot deep shaft and permitted tailings facility.The Company’s Seabee, Amisk and Madsen properties contain large, long life mineral resources in thepolitically safe jurisdiction of Canada. All three properties, and their related deposits, contain over onemillion ounces of gold in the ground inventory and have significant leverage to the price of gold andprovide valuable long-term opportunities for the Company and its shareholders. Management intends tofurther develop shareholder value by maintaining and advancing these projects in a financially prudentmanner, which will include the monitoring of the attractiveness of these projects and the evaluation ofalternatives to improve their economics.PRODUCTION, EXPLORATION, AND FINANCIAL HIGHLIGHTSSeabee Gold Operation Production • Q2 2012 production of 12,166 ounces of gold (Q2 2011: 12,624 ounces of gold). Year to date, production was 21,740 ounces of gold (YTD 2011: 22,163 ounces of gold). • Production was short of Management’s forecast for the second quarter and as a result, for fiscal 2012, Management has lowered its production forecast to 48,000 to 50,000 ounces from 50,000 to 52,000 ounces. • The Company is reviewing its operating processes and procedures to identify and implement efficiencies designed to increase production and lower operating costs. In addition to outside consultants being engaged to provide feedback and recommendations, a change in several mine management positions has taken place including safety, engineering, capital planning, supply chain management and environmental. Furthermore, a reduction in unit cash costs is also
  • 3. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 2 anticipated from a combination of higher grade ore at Seabee Deep and the L62 Zone and the effects of the shaft extension commissioning. • Seabee Mill expanded to a peak capacity of 1,050 tonnes per day. Further upgrades are underway to enable a sustained capacity of over 1,000 tonnes per day. • Seabee Mine Shaft Extension Project to be completed in second half of 2012. • L62 Zone has been accessed and development is active on three levels. Development tonnage is scheduled during the third quarter with production tonnage scheduled for the fourth quarter. • Upgrades to Seabee Camp Facilities ongoing. • $18.0 million budgeted in underground development, including access to the L62 Zone and advancement towards the Santoy Gap, to increase the number of working faces in 2013.Exploration • Claude continued its extensive exploration programs at the Seabee, Amisk and Madsen Properties during the first half of 2012. • At the Seabee Gold Operation, the Company has completed 35,000 metres of regional drilling and 35,000 metres of underground drilling year to date in 2012. • Following on the discoveries of the L62 Zone and Santoy Gap, the inferred resource base at Seabee Gold Operation increased 236 percent and demonstrates the potential to add ounces that exists at the Seabee Gold Operation. The L62 Zone and Santoy Gap deposits are in close proximity to current mining infrastructure and will be integrated into an updated life of mine plan. During the second quarter, exploration continued at Santoy Gap with as many as three rigs performing infill and step-out drilling. Results from this drilling will be included in the 2012 resource update. • At the Amisk Gold Project, work on an external Preliminary Economic Assessment and an evaluation of the underground potential and detailed (as well as reconnaissance) exploration, continued during the second quarter. During the second quarter, Claude also increased its land position at its Amisk Gold Project by staking 14 new mineral claims covering an additional 16,000 hectares on the western side of the Company’s existing land package. • At Madsen, two underground rigs and one surface rig, targeting to complete about 30 holes, continued to focus on testing of the 8 Zone Trend as well as the McVeigh and Austin Tuff depth continuity.Financial • Net profit of $0.7 million, or $0.00 per share, for the three months ended June 30, 2012 (Q2 2011 – net profit of $5.2 million, or $0.03 per share). Year to date, net profit was $0.2 million, or $0.00 per share (YTD 2011 – $7.0 million, or $0.05 per share). • Cash flow from operations before net changes in non-cash operating working capital (1) of $5.3 million, or $0.03 per share, for the three months ended June 30, 2012, down 36 percent from $8.3 million, or $0.05 per share, for the three months ended June 30, 2011. Year to date, cash flow from operations before net changes in non-cash operating working capital was $7.8 million, or $0.05 per share (YTD 2011 - $12.0 million, or $0.08 per share). • Gold sales during the three months ended June 30, 2012 of 12,306 ounces at an average price of $1,633 (U.S. $1,616) for revenue of $20.1 million (Q2 2011 - 12,418 ounces at an average price of $1,469 (U.S. $1,518) for revenue of $18.2 million). Year to date, sales of 21,853 ounces at an average price of $1,654 (U.S. $1,645) generated revenue of $36.1 million (YTD 2011 – 21,879 ounces at an average price of $1,443 (U.S. $1,477) for revenue of $31.6 million).OUTLOOKFor the remainder of 2012, and looking forward, the Company will continue to: i) Pursue best practices in the areas of safety, health and the environment; ii) Increase production and improve unit operating costs at the Seabee Gold Operation by investing in capital projects and equipment to further develop satellite deposits;Claude Resources Inc.
  • 4. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 3 iii) Sustain or increase reserves and resources at the Seabee Gold Operation through further exploration and development; iv) Advance surface and underground exploration drill programs at the Companys 100 percent owned Madsen Exploration Project with continuation of Phase II of underground drilling from the 16th level drill platform; and v) Expand the scope of the Amisk Gold Project, including a preliminary economic assessment.Operating outlook for 2012For 2012, forecast gold production at the Seabee Operation has been lowered to range to 48,000 to 50,000ounces of gold from 50,000 to 52,000 ounces of gold. Unit costs for 2012 are estimated to be about 10percent higher than 2011 unit cash costs of $908 CDN. Quarterly operating results are expected tofluctuate throughout 2012; as such, they will not necessarily be reflective of the full year average.Forecast and capital outlook for 2012Capital expenditures will increase significantly for full year 2012 with continued investment at Madsen andexpected upgrades at the Seabee Gold Operation, including expansion to the Seabee Central MillingFacility, extension of the Seabee Shaft and expansion of the Seabee Gold Operation’s Camp Facilities.Capital expenditures at the Seabee Gold Operation in 2012 are estimated to total $48.4 million, fundedfrom a combination of cash on hand, operating cash flow and demand loans.During the first half of each year, the Company’s cash outflow is significant because of the Seabee GoldOperation’s annual winter ice road resupply which includes restocking diesel, propane and other largeconsumables as well as the continued upgrading of the mining fleet and mine infrastructure. At currentgold prices and forecast production, Management believes that operating cash flows alone will not besufficient to fund the 2013 Winter Ice Road resupply requirements at the Seabee Gold Operation, theCompany’s debenture redemption in May of 2013 or continued exploration at the Seabee, Amisk andMadsen Properties. Accordingly, the Company expects that a combination of operating cash flows, debtfinancing and an equity issue may be required to provide sufficient funding.Exploration outlook for 2012Due to decreased gold prices and cash flow, the Company’s exploration budget and anticipated metres to bedrilled have been reduced to 110,000 metres from 130,000 metres at the Seabee Gold Operation and to23,550 metres from 29,000 metres at Madsen. At the Seabee Gold Operation, the Company has drilled35,000 metres regionally and 35,000 metres underground year to date in 2012. At Madsen, Claude’sunderground and surface exploration program will include two underground rigs and one surface rig,targeting to complete about 30 holes. Exploration will focus on continued testing of the 8 Zone Trend aswell as the McVeigh and Austin Tuff depth continuity. Year to date in 2012, approximately 14,500 metreshas been completed. Finally, at the Amisk Gold Project, Claude will update its National Instrument 43-101resource calculation, conduct an external Preliminary Economic Assessment and an evaluation of theunderground potential.Continued success from the Company’s exploration programs should serve to: • further extend the mine life at Seabee; • potentially improve the project economics at the Company’s Amisk and Madsen Projects; and • further increase the Company’s total resource base.Claude Resources Inc.
  • 5. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 4MINING OPERATIONS RESULTSSeabee Gold OperationDuring the remainder of 2012 and beyond, Claude is focused on executing the expansion of its productionprofile and lowering unit costs over the next several years by maximizing gold output from the near surfaceSantoy 8 and Santoy Gap deposits as well as increasing margins at the Seabee Mine via the shaft extensionproject which will provide more efficient transportation of ore and waste from the Seabee Deep and L62deposits.The Company is also reviewing its operating processes and procedures to identify and implementefficiencies designed to increase production and lower operating costs. In addition to outside consultantsbeing engaged to provide feedback and recommendations, a change in several mine management positionshas taken place including safety, engineering, capital planning, supply chain management andenvironmental.For the three months ended June 30, 2012, Claude milled 72,808 tonnes at a grade of 5.45 grams of goldper tonne (Q2 2011 – 65,502 tonnes at 6.26 grams of gold per tonne). Produced ounces were relativelyunchanged period over period (Q2 2012 - 12,166; Q2 2011 – 12,624 ounces); these results fell short ofManagement’s expectation for the quarter and were attributable to lower than anticipated grade.Year to date, the Company milled 139,364 tonnes at a grade of 5.11 grams of gold per tonne (YTD 2011 –116,003 tonnes at a grade of 6.23 grams of gold per tonne). Year to date, produced ounces were 21,740(YTD 2011 – 22,163 ounces), with mill recoveries relatively unchanged period over period, the decrease inounces is attributable to lower than expected grade.Table 1: Seabee Gold Operation Quarterly Production and Cost Statistics Three Months Three Months Six Months Six Months June 30 June 30 June 30 June 30 2012 2011 2012 2011Tonnes Milled 72,808 65,502 139,364 116,003Head Grade (grams per tonne) 5.45 6.26 5.11 6.23Recovery (%) 95.3% 95.8% 94.9% 95.4%Gold Produced (ounces) 12,166 12,624 21,740 22,163Gold Sold (ounces) 12,306 12,418 21,853 21,879Production Costs (CDN$ million) $13.3 $8.9 $25.1 $17.7Cash Operating Costs (CDN$/oz) (4) $1,082 $717 $1,149 $807Cash Operating Costs (US$/oz) (4) $1,071 $741 $1,143 $826Seabee MineDuring the second quarter of 2012, 6,819 ounces were produced from ore extracted from the Seabee Mine(Q2 2011 – 8,443 ounces). This decrease was attributable to an 11 percent decrease in grade and a ninepercent decrease in throughput period over period.Year to date, the Seabee Mine produced 13,925 ounces (YTD 2011 – 15,891 ounces). This decrease wasattributable to a 13 percent decrease in grade partially offset by increased throughput.Table 2: Seabee Mine Production Statistics Three months ended Six months ended June 30 June 30 June 30 June 30 2012 2011 2012 2011Tonnes Milled 35,931 39,426 76,074 75,191Tonnes per Day 395 433 418 415Claude Resources Inc.
  • 6. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 5Table 2: Seabee Mine Production Statistics Three months ended Six months ended June 30 June 30 June 30 June 30 2012 2011 2012 2011Head Grade (grams per tonne) 6.19 6.95 5.99 6.89Gold Produced (ounces) 6,819 8,443 13,925 15,891At the L62 Zone, the series of intercepts with above average true widths and economic gold gradesrepresent a near term opportunity to improve operating margins at the Seabee Operation. These interceptsare near existing underground infrastructure. Underground development at the L62 Zone was ongoingduring the second quarter. Production from this zone is anticipated in the second half of 2012.Santoy 8 MineClaude views the Santoy 8 Mine as a key driver in the expansion of the Seabee Gold Operation and inlowering unit operating costs and increasing production over the life of mine plan.Feedstock from the Santoy 8 Mine produced 5,347 ounces of gold during the three months ended June 30,2012 (Q2 2011 – 4,181 ounces). Year to date, the Santoy 8 Mine produced 7,815 ounces of gold (YTD2011 – 6,272). These results were attributable to increased tonnes per day from Santoy 8 partially offset bya decrease in grade period over period. Santoy 8 tonnage throughput per day was in line withManagement’s expectation for the second quarter and year to date.Table 3: Santoy 8 Mine Production Statistics Three Months Three Months Six Months Six Months June 30 June 30 June 30 June 30 2012 2011 2012 2011Tonnes Milled 36,877 26,076 63,290 40,812Tonnes per Day 405 287 348 225Head Grade (grams per tonne) 4.73 5.21 4.06 5.01Gold Produced (ounces) 5,347 4,181 7,815 6,272Capital ProjectsMillThe Seabee Gold Operation’s Mill consists of a two stage crushing circuit, a three stage grinding circuit,followed by leaching. The Mill was recently expanded to a peak capacity of 1,050 tonnes, with theoperation capable of sustaining approximately 850 tonnes per day on average under the Seabee GoldOperation’s current Life of Mine Plan. During the first half of 2012, major upgrade work on the #1 regrindball mill and an upgrade to the CIP tanks were completed. During the third quarter, a planned shutdownwill coincide with the shaft tie-in. Full year production numbers are not anticipated to be impacted by theplanned shutdown.Further expansions to the Mill are being evaluated to accommodate future sustained capacity andproduction increases expected from the L62 Zone and the Santoy Gap.Shaft ExtensionDuring 2011, the Company commenced a shaft extension at the Seabee Mine which will see the shaftdeepened from 600 metres to 980 metres. The shaft extension project was undertaken to provide moreefficient transportation of ore and waste from underground to surface. With a combination of higher gradeore at Seabee Deep and the L62 Zone, it is anticipated that the shaft extension will provide a reduction inunit cash costs.Claude Resources Inc.
  • 7. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 6On the vertical development portion of the extension, the Company has completed mining and timberingtwo out of three legs. Approximately 90 percent of the final leg has been completed with only the sectionfrom 975L to 1000L remaining. Vertical development is running on schedule and anticipated to becompleted during the third quarter.On the horizontal development portion of the extension, the Company has completed 620L, 720L, 860L,1000L shaft bottom and the 950L rock breaker. The loading pocket access at the 975L is also complete.Development is well in line for planned third quarter commissioning.The final phase of the shaft extension project will be the construction phase which is going to involve therock breaker set up, the loading pocket set up, the electrical drive installation, the electrical cableinstallation and the plug removal. All of the capital acquisitions relating to the shaft extension (including anew rock breaker, loading pocket, electrical drive with hoist controls and control centre) were purchasedand delivered to site on the annual winter road for installation after the shaft extension has been completed.To mitigate against reduced tonnage throughput as a result of the shaft tie-in, the Company has a significantstockpile on hand and will truck additional ore from the Company’s Santoy 8 Mine.CampIn order to accommodate the increased workforce at the Seabee Gold Operation, the Company’s Board ofDirectors approved upgrades to Seabee’s camp facilities. On site construction of the new accommodationsbegan during the first quarter completion targeted for mid-third quarter and occupancy slated by the end ofthe same quarter. Also, additional modular accommodation facilities were purchased and transported to theSeabee Gold Operation over the annual winter road. The installation of the modular facilities wascompleted early in the second quarter.EXPLORATION RESULTSClaude continued to advance its exploration and development strategy during the second quarter of 2012.Exploration at the Seabee Gold Operation focused on expanding and delineating the L62 and Santoy Gapdeposits and drill testing the Neptune target. At the Amisk Gold Project, exploration drilling continued toexpand and confirm the National Instrument 43-101 open-pit resource estimate. At Madsen, the Companycontinued with its three-rig, surface and underground drill program. The program is focused on evaluatingthe 8 Zone Trend, the Austin and McVeigh Tuff and the Main Madsen Trend below the 4,000 foot level.All exploration activities were carried out under the direction of Qualified Person, Brian Skanderbeg, P.Geo., Vice President Exploration.Seabee Gold OperationThe Seabee Gold Operation is located northeast of La Ronge, Saskatchewan and is host to the producingSeabee and Santoy 8 Mines as well as the L62 Zone, Santoy Gap and Neptune exploration targets.Claude Resources Inc.
  • 8. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 7Figure 1: Seabee Property regional map showing significant gold deposits and occurrences.L62 ZoneThe L62 Zone is located approximately 200 metres from existing Seabee Underground infrastructure onmultiple levels. Highlights of 2011 drilling of the L62 results include: • 27.06 grams of gold per tonne over 4.83 metres true width (U11-382); • 12.81 grams of gold per tonne over 6.70 metres true width (U11-649); • 14.83 grams of gold per tonne over 5.19 metres true width (U11-650); • 195.06 grams of gold per tonne over 2.29 metres true width (U11-651); • 22.03 grams of gold per tonne over 4.41 metres true width (U11-661); and • 24.16 grams of gold per tonne over 5.71 metres true width (U11-663).Drilling intercepted economic grades and widths approximately 25 metres along strike and 125 metres up-dip from previous high grade intercepts. The L62 Zone is now interpreted to have an estimated strike lengthof up to 85 metres and a dip length of 400 metres. Drilling immediately down plunge encountered sporadiceconomic grades, with the geological structure considered open in all directions.Since discovery during the second quarter of 2011, the L62 Zone has been the focus of an aggressiveexploration program and has grown rapidly.Claude Resources Inc.
  • 9. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 8Figure 2: Seabee Mine Composite Longitudinal Section (L62 Zone Discovery)Santoy RegionGold mineralization at the Santoy Region is hosted in siliceous, shear structures with sulfide-chlorite-quartzveins and in silicified granitoid sills. The mineralized lenses dip moderately to steeply eastward and areinterpreted to be amenable to bulk mining techniques. Gold mineralization of the Santoy 8 ore lens occursover a strike length of 600 metres, a depth of 500 metres and remains open along strike and down plunge tothe north. The Santoy 8E ore lens has been intercepted over a strike length of 200 metres, depth of 250metres and remains open along strike and down plunge to the north. The true thickness of the Santoy 8deposits varies from 1.5 metres to 15 metres. Underground infill and exploration drilling continues toconfirm and expand the Santoy 8 system.The Santoy Gap deposit is located 400 to 900 metres north of underground infrastructure, immediately onstrike and adjacent to the Santoy 8 Mine. During 2011, 33,000 metres of drilling was completed in 82holes. Drilling intercepted multiple high-grade intervals, significantly expanding the strike length and widthof the mineralized system and has expanded the Santoy Gap and Santoy 8 system to in excess of 1.8kilometres long.Highlights from the Santoy Gap drill program include: • 35.00 grams of gold per tonne over 9.78 metres, including 533.00 grams of gold per tonne over 0.50 metres (JOY-11-588); • 12.95 grams of gold per tonne over 7.80 metres (JOY-11-606); • 12.79 grams of gold per tonne over 20.25 metres, including 144.00 grams of gold per tonne over 1.00 metre (JOY-11-555); andClaude Resources Inc.
  • 10. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 9 • 19.10 grams of gold per tonne over 20.48 metres, including 524.00 grams of gold per tonne over 0.59 metres (JOY-11-556).The Company’s 2012 three rig exploration program focused on aggressively exploring the Santoy Gapdeposit and its relationship to the Santoy 8 ore body to depths in excess of 750 metres. During the secondquarter, the Company completed 20,500 metres of drilling at Santoy, with results anticipated during thethird quarter.Figure 3: Santoy Region Composite Longitudinal Section.NeptuneThe Neptune target is approximately six kilometres north of the Seabee Minesite. Exploration in this areais focused on the Pigeon Lake region utilizing geological, geochemical and geophysical surveys andhistorical drill data. The gold-in-soil anomaly exists along three sub-parallel trends spanning a width of atleast 200 metres. Peak soil values of 111 parts per billion were obtained from minus 80 mesh soil samplesobtained over and adjacent to outcropping mineralization. Prospector channel and grab samples fromoutcropping quartz vein-hosted mineralization returned values of up to 18.23 grams per tonne (please seeClaude news release “Claude Resources Inc. Drills 13.6 Grams of Gold per Tonne Over 3.0 Metres atNeptune Target” dated March 23, 2011).Figure 4: Neptune target showing significant gold intercepts and soil anomaly.Claude Resources Inc.
  • 11. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 10To date, the Neptune target has only been tested on widely spaced centres. Based on the results from the2011 and 2012 Neptune drill programs, the Company will evaluate further exploration in 2013.Amisk Gold ProjectThe Amisk Gold Project (Figure 5) is located in the Flin Flon-Snow Lake Greenstone Belt. The project ishost to the Amisk Gold Deposit as well as a large number of gold occurrences and prospects. Work on theexternal Preliminary Economic Assessment, an evaluation of the underground potential and detailed (aswell as reconnaissance) exploration continued during the second quarter.During the second quarter, Claude also increased its land position at its Amisk Gold Project by staking 14new mineral claims covering an additional 16,000 hectares on the western side of the Company’s existingland package.Figure 5: Amisk Gold ProjectResults from a summer historic core sampling program and 2011 and 2012 drilling expanded themineralized system and confirmed grade continuity of the resource model. Gold and silver mineralizationis associated with a sequence of quartz porphyritic, rhyolitic lapilli tuffs and flows hosting disseminationsand stringers of pyrite, sphalerite, galena, tetrahedrite and chalcopyrite. Drilling has intercepted themineralized system over a strike length of 1,200 metres, width of 400 metres and depths of in excess of 600metres. The system remains open to the southwest, southeast, northwest and at depth.Claude Resources Inc.
  • 12. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 11Figure 6: Cross Section A-A’ of the Amisk Gold PropertyThe Company’s 2011 and 2012 drill programs at Amisk focused specifically on testing the limits of themineralized footprint north of the current pit outline, targeting depth extension below the pit bottom andinfill drilling to evaluate potential upgrade of categories in the resource estimate completed by SRK.Drilling successfully confirmed continuity of gold mineralization within the northern and eastern portion ofthe deposit as well as demonstrated the potential for expansion to the east and southeast.Mineralization intercepted in the drilling is consistent with the current resource model and is associatedwith a sequence of quartz porphyritic, rhyolitic lapilli tuffs and basaltic tuffs and argillite hostingdisseminations, stringers and semi-massive intervals of pyrite, sphalerite, galena, tetrahedrite, pyrrhotiteand chalcopyrite. Drill hole AL-11-319 confirmed continuity of gold mineralization within thesoutheastern portion of the deposit as well as demonstrated the potential for expansion to the east andsoutheast.Mineralization intercepted in the drilling is consistent with the current resource model and is associatedwith a sequence of quartz porphyritic, rhyolitic lapilli tuffs and basaltic tuffs hosting disseminations andstringers of pyrite, sphalerite, galena, tetrahedrite and chalcopyrite. The program tested from surface to inexcess of 700 metres depth and was designed to expand the limits of the Amisk Gold deposit as well asinfill within the northern and eastern portion of the deposit.In addition to focusing on growth of the gold and silver resource base, the presence of significant grades ofzinc and lead in the hanging wall will continue to be evaluated during 2012.During the third quarter of 2011, the Company reported positive metallurgical testwork results at the AmiskGold Project. Initial metallurgical testing indicates that gold and silver mineralization is amenable toconventional cyanide leaching. Results from testing on three composite samples from the Amisk GoldDeposit have returned an average of 89.4 percent recovery for gold, ranging from 85.2 percent to 91.7percent and an average of 80.8 percent recovery for silver, ranging from 66.4 percent to 92.8 percent.Detailed results are presented in the table below.Claude Resources Inc.
  • 13. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 12Table 4: Metallurgical Testwork Results, Amisk Gold Project Recovery Size Grade (Cyanidation) Fraction Au Ag Au (%) Ag (%) P 80 (um)*Composite ID (g/T) (g/T)Low Grade 0.50 7.4 89.8 70.9 72Medium Grade 0.85 9.2 85.2 88.9 146Medium Grade 0.85 9.2 89.1 84.8 117Medium Grade 0.85 9.2 91.0 92.8 72High Grade 1.68 8.4 91.7 66.4 92* Denotes size fraction of grind that 80 percent of material passed.Looking forward at Amisk, exploration will focus on expansion of the open pit resource, completion ofpreliminary economic studies and further evaluation of the underground potential.Madsen ProjectAt the Madsen Project, exploration efforts focused on the 8 Zone Trend which hosts the past-producing 8Zone and is highly prospective for future high grade discoveries. Results from Phase I deep drilling of the8 Zone Trend demonstrated down plunge continuity to 450 feet below the 27th level with multiple holesreturning strong visible gold associated with intensely silicified, biotite-altered basalt. Step-out drilling tothe east and west confirmed the development of favorable 8 Zone structure and stratigraphy. The systemremains open down plunge and along strike to the east and west.Table 5: Highlights from Phase I of the 8 Zone drill program at the Madsen Mine, Ontario.Hole ID From To Au Length Au Length Visible (m) (m) (g/t) (m) (oz/ton) (ft) Gold NotedMUG-08-01 883.00 883.75 127.12 0.75 3.71 2.46 MUG-09-02b 891.25 891.70 21.52 0.45 0.63 1.48 MUG-09-03 915.40 917.89 33.39 2.49 0.97 8.17 (incl) 58.18 1.25 1.70 4.10 MUG-09-04 909.55 917.45 25.77 7.90 0.75 25.92 (incl) 141.80 0.95 4.14 3.12 MUG-09-05 943.51 946.90 24.30 3.39 0.71 11.45 (incl) 62.09 1.22 1.81 4.00 Figure 7: Madsen Longitudinal SectionClaude Resources Inc.
  • 14. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 13Figure 8: Madsen Property OverviewDuring 2011, Phase II underground drilling commenced from the 16th level which provides the ideal drillplatform to explore both at depth as well as the strike potential of the 8 Zone Trend. A total of 14,800metres and 9 holes, targeting the 8 zone plunge and strike continuity as well as sub-parallel footwallstructures, were completed in 2011. Drill holes targeting the plunge continuity of the 8 Zone includeMUG-11-12, 14 (14b) and 16. Drill hole 14b and drill hole 16, the deepest hole ever completed on theMadsen property, intercepted silicified and visible gold-bearing, basalt and returned 8.06 grams of gold pertonne over 2.02 metres and 5.69 grams of gold per tonne over 2.14 metres, respectively. These interceptsextend the 8 Zone system 250 metres down plunge from previous drilling to approximately 1,600 metresbelow surface. The system continues to remain open down plunge and will be the target of future drilling.Drill holes targeting the strike continuity of the 8 Zone included MUG-11-10, 11, 13, 15, 17 and 19. Drillhole 13 and drill hole 17 intercepted silicified, biotite-altered basalt and returned 15.70 grams of gold pertonne over 2.00 metres and 53.70 grams of gold per tonne over 0.70 metres, approximately 950 metresbelow surface. These intercepts are in the hanging-wall of the 8 Zone system and interpreted to correlatewith and be an extension of the McVeigh Tuff, located approximately 650 metres up-dip. The McVeighTuff hosts a current Indicated Resource of 115,000 ounces at 9.59 grams of gold per tonne and has seenvery limited drill testing below 350 metres. In addition to the McVeigh mineralization, the 8 Zonestructure is developed in all holes completed along strike and is characterized by anomalous gold associatedwith biotite-altered, variably silicified basaltic and ultramafic lithologies.Table 6: Highlights from Phase II of the Madsen Underground 8 Zone Drill ProgramHole ID Width (m) Au (g/t) Elevation * ZoneMUG-11-13 2.00 15.70 927 McVeighMUG-11-14 2.00 6.27 1,051 McVeighMUG-11-14b 2.02 8.06 1,543 8 ZoneMUG-11-16 2.14 5.69 1,595 8 Zone FWClaude Resources Inc.
  • 15. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 14Table 6: Highlights from Phase II of the Madsen Underground 8 Zone Drill ProgramHole ID Width (m) Au (g/t) Elevation * ZoneMUG-11-17 0.70 53.70 927 McVeigh and 2.00 5.64 1,079 McVeigh ∗ Elevation presented as metres below surface. Composites calculated using a 3 grams per tonne Au cut-off grade. Reported width is drilled length and interpreted to represent 75 - 85 percent of true width. Note, hole MUG-11-14 was lost with hole MUG-11-14b wedged off and completed.Results obtained from 2011 and 2012 drilling provide encouragement for the Company’s continuation ofPhase II of the 8 Zone program in 2012 and continue to demonstrate that the 8 Zone is a high grade goldsystem that has strong vertical continuity and remains open at depth and along strike to the northeast.Furthermore, the discovery of economic grades and widths hosted within the depth continuity of theMcVeigh Tuff opens up significant exploration potential.Quality Assurance and Quality Control ProceduresRigorous quality assurance and quality control procedures have been implemented including the use ofblanks, standards and duplicates. Geochemical analyses were submitted to ALS Chemex in Vancouver,British Columbia and or the Seabee minesite lab. The former laboratory is ISO approved. Core sampleswere analyzed by a 30 gram gold fire assay with an atomic absorption and gravimetric and or screen firefinish.MINERAL RESERVES AND MINERAL RESOURCESThe Mineral Reserves and Mineral Resources estimates are conducted under the direction of QualifiedPersons Brian Skanderbeg, P.Geo., Vice President Exploration and Peter Longo, P.Eng., Vice PresidentOperations.Seabee Gold OperationSince discovery during the second quarter of 2011, the L62 Zone has been the focus of an aggressiveexploration program and has grown rapidly. The L62’s high grade results obtained from drilling completedbetween September and December 2011 were incorporated into and had a material impact on the SeabeeMine’s updated National Instrument 43-101 resource calculation as at December 31, 2011 (Please seeClaude news release “Claude Resources Inc. Increases Inferred Resource Base 236 Percent at Seabee GoldOperation” dated March 14, 2012).At December 31, 2011, proven and probable reserves in the Seabee Gold Operation were 2,059,000 tonnes,grading 5.37 grams per tonne or 355,600 ounces of gold. At December 31, 2011, the Company’s mineralresources at its Seabee Gold Operation included Measured and Indicated Mineral Resources of 70,700ounces and Inferred Mineral Resources totalling 873,400 ounces. Table 7: Seabee Gold Operation Mineral Reserves and Mineral Resources Proven and Probable Reserves December 31, 2011 December 31, 2010 Projects Tonnes Grade (g/t) Ozs Tonnes Grade (g/t) Ozs Seabee 1,062,900 6.58 224,900 887,100 6.69 190,800 Santoy 8 997,100 4.08 130,600 1,079,900 4.66 161,900 Totals 2,059,900 5.37 355,600 1,967,100 5.58 352,600Claude Resources Inc.
  • 16. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 15 Measured and Indicated Mineral Resources Projects Tonnes Grade (g/t) Ozs Tonnes Grade (g/t) Ozs Seabee 127,400 4.65 19,000 - - - Santoy 8 12,600 5.04 2,000 - - - Porky Main 160,000 7.50 38,600 160,000 7.50 38,600 Porky West 111,000 3.10 11,000 111,000 3.10 11,000 Totals 410,900 5.35 70,600 271,000 5.70 49,600 Inferred Mineral Resources Projects Tonnes Grade (g/t) Ozs Tonnes Grade (g/t) Ozs Santoy Gap 2,321,000 6.63 495,000 - - - Seabee 813,900 6.83 178,800 705,500 6.33 143,600 Santoy 8 850,000 5.46 149,300 384,800 5.35 66,200 Porky Main 70,000 10.43 23,500 70,000 10.43 23,500 Porky West 138,300 6.03 26,800 138,300 6.03 26,800 Totals 4,193,200 6.48 873,400 1,298,600 6.23 260,100For the above table of reserves, the following mining and economic factors have been applied: • Mineral reserves and mineral resources were estimated by Claude personnel and audited by SRK in 2011. • Mineral reserves and mineral resources estimates have been completed in accordance with CIM Standards and are reported in accordance with Canadian Securities Administrators’ National Instrument 43-101. Mineral resources are exclusive of mineral reserves. • Seabee reserves and resources are estimated at a cut-off grade of 4.57 grams of gold per tonne and Santoy 8 and Santoy Gap reserves and resources are estimated at a cut-off grade of 3.0 grams of gold per tonne. • Cut-off grades were calculated using a two year trailing price of Can. $1,400 per ounce of gold, a U.S./CDN$ exchange rate of 1:1 and overall ore mining and processing costs based on actual historical operating costs. • All figures are rounded to reflect the relative accuracy of the estimates. Totals may not represent the sum of the parts due to rounding. • Mineral resources are not mineral reserves and do not have demonstrated economic viability. • L62 mineral reserves and mineral resources are included in the Seabee totals.Amisk Gold ProjectAt the Amisk Gold Project, Claude’s independent National Instrument 43-101 compliant resourcecalculation outlines an Indicated Resource of 921,000 ounces of 0.95 grams of Au Eq per tonne and anInferred Resource of 645,000 ounces at 0.70 grams of Au Eq per tonne.Table 8: Amisk Gold Project Consolidated Mineral Resource Statement* Quantity Grade (g/tonne) Contained Ounces (000’s)Resource Class (000’s tonnes) Au Ag Au Eq Au Ag Au EqIndicated 30,150 0.85 6.17 0.95 827 5,978 921Inferred 28,653 0.64 4.01 0.70 589 3,692 645* Reported at a cut-off of 0.40 grams of gold equivalent (Au Eq) per tonne using a price of U.S. $1,100 per ounce of gold and U.S. $16per ounce of silver inside a conceptual pit shell optimized using metallurgical and process recovery of 87 percent, overall ore miningand processing costs of U.S. $15 per tonne and overall pit slope of 50 degrees. All figures are rounded to reflect the relative accuracyof the estimates. Mineral resources are not mineral reserves and do not have demonstrated economic viability.An updated NI 43-101 resource statement, inclusive of all drilling completed to the end of 2011, isanticipated to be completed in conjunction with the Company’s Preliminary Economic Assessment for theAmisk Gold Project.Madsen Exploration ProjectDuring 2010, SRK finalized an independent National Instrument 43-101 mineral resource evaluation forthe Madsen Mine. This mineral resource evaluation was based on historical exploration and mining data,Phase I underground drilling results up to September 27, 2009 and geological and resource modeling. Theresource evaluation was undertaken on the four separate zones, Austin, South Austin, McVeigh and 8 ZoneClaude Resources Inc.
  • 17. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 16that comprise the Madsen Gold Mine. The National Instrument 43-101 Technical Report was filed onJanuary 20, 2010.Table 9: Consolidated Mineral Resource Statement (1) for the Madsen Mine, Ontario Resource Grade Grade Contained Zone Tonnes Class (g/tonne) (oz/ton) Gold (oz) Indicated Austin 1,677,000 7.92 0.23 427,000 South Austin 850,000 9.32 0.27 254,000 McVeigh 374,000 9.59 0.28 115,000 8 Zone 335,000 12.21 0.36 132,000 Total 3,236,000 8.93 0.26 928,000 Inferred Austin 108,000 6.30 0.18 22,000 South Austin 259,000 8.45 0.25 70,000 McVeigh 104,000 6.11 0.18 20,000 8 Zone 317,000 18.14 0.53 185,000 Total 788,000 11.74 0.34 297,000Note: mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures have been rounded toreflect the relative accuracy of the estimates. Reported at a cut-off grade of 5.0 g/t gold based on U.S. $1,000 per troy ounce of goldand gold metallurgical recoveries of 94 percent.FINANCIAL RESULTS OF OPERATIONSHighlightsTable 10: Highlights of Financial Results of Operations Three months ended Six months ended June 30 June 30 June 30 June 30 2012 2011 2012 2011Revenue $ 20,091 $ 18,239 $ 36,143 $ 31,561Divided by ounces sold 12,306 12,418 21,853 21,879Average Realized Price per Ounce (CDN$) $ 1,633 $ 1,469 $ 1,654 $ 1,443Production costs $ 13,319 $ 8,909 $ 25,115 $ 17,655Divided by ounces sold 12,306 12,418 21,853 21,879Total cash costs per ounce (CDN$) $ 1,082 $ 717 $ 1,149 $ 807Net Cash Margin per Ounce Sold (CDN$) $ 551 $ 752 $ 505 $ 636Production costs $ 13,319 $ 8,909 $ 25,115 $ 17,655Depreciation and depletion $ 3,892 $ 2,657 $ 7,152 $ 4,568Gross profit $ 2,880 $ 6,673 $ 3,876 $ 9,338Net profit $ 679 $ 5,185 $ 188 $ 7,013Earnings per share (basic and diluted) $ 0.00 $ 0.03 $ 0.00 $ 0.05The increase in production costs has negatively impacted net cash margin per ounce sold period overperiod. The Company intends to improve profitability of the Seabee Gold Operation through acombination of improved grade control, cost controls and developing the production profile at lower costsatellite ore bodies, including Santoy 8. Also, the Company anticipates that the continued contribution ofthe Santoy 8 Project, contribution of ore from the L62 Zone and completion of the shaft extension will beClaude Resources Inc.
  • 18. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 17positive catalysts in improving production and lowering overall unit operating costs at the Seabee GoldOperation.Figure 9: Average Gold Price Realized (CDN$) Figure 10: Cash Cost and Margin Realized (CDN$) Per Ounce Sold Per Ounce SoldNet ProfitFor the three months ended June 30, 2012, the Company recorded net profit of $0.7 million, or $0.00 pershare. This compares to a net profit of $5.2 million, or $0.03 per share, for the three months ended June 30,2011. Year to date, the Company recorded net profit of $0.2 million, or $0.00 per share (YTD 2011 - $7.0million, or $0.05 per share).RevenueGold revenue from the Company’s Seabee Gold Operation for the three months ended June 30, 2012increased 10 percent to $20.1 million from $18.2 million reported for the three months ended June 30,2011. The increase in gold revenue period over period was attributable to an 11 percent improvement inCanadian dollar gold prices realized (Q2 2012 - $1,633 (U.S. $1,616); Q2 2011 - $1,469 (U.S. $1,518))offset by slightly lower gold sales volume (Q2 2012 – 12,306 ounces; Q2 2011 – 12,418 ounces).Year to date, gold revenue increased 14 percent to $36.1 million from the $31.6 million reported in the firsthalf of 2011. This increase was attributable to a 15 percent improvement in Canadian dollar gold pricesrealized: YTD 2012 - $1,654 (U.S. $1,645); YTD 2011 - $1,443 (U.S. $1,477) and consistent gold salesvolume (YTD 2012 – 21,853 ounces; YTD 2011 – 21,879 ounces) period over period.Production CostsFor the three months ended June 30, 2012, mine production costs of $13.3 million (Q2 2011 - $8.9 million)were 49 percent higher period over period. Year to date, mine production costs were $25.1 million (YTD2011 - $17.7 million), an increase of 42 percent. These increases were primarily attributable to increasedpersonnel and wage increases.Total Canadian dollar cash cost per ounce of gold(4) for the second quarter of 2012 increased 51 percent toCDN $1,082 (U.S. $1,071) per ounce from CDN $717 (U.S. $741) during the second quarter of 2011,principally as a result of the higher operating costs period over period. Year to date, total cash cost perounce of CDN $1,149 (U.S. $1,143) per ounce were 42 percent higher than the cash cost per ounce of CDN$807 (U.S. $826) reported during the first half of 2011.Claude Resources Inc.
  • 19. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 18Depreciation and DepletionFor the three months ended June 30, 2012, depreciation and depletion was $3.9 million (Q2 2011 - $2.7million), up 44 percent period over period. These results are attributable to an 11 percent increase in tonnesthroughput. For the quarter and year to date, depreciation and depletion was $7.2 million, a 57 percentincrease over the $4.6 million reported for the first half of 2011. These results are attributable to an increasein tonnes throughput and an increase in property, plant and equipment.General and Administrative ExpenseGeneral and administrative expense in the three months ended June 30, 2012 increased to $1.8 million, up13 percent from the $1.6 million reported for the second quarter of 2011. For the first half of 2012, generaland administrative costs of $4.5 million were 45 percent higher than the $3.1 million reported for the sixmonths ended June 30, 2011. This variance primarily relates to increased salary and stock compensationexpense.Finance ExpenseFinance expense includes interest expense, accretion expense and derivative gains or losses (if any). Forthe three months ended June 30, 2012 and year to date, finance expense was relatively unchanged from thecomparative periods of 2011.Finance and Other IncomeFinance and other income consists of interest income, production royalties pursuant to the Red Miletransactions and other income. For the three months and six months ended June 30, 2012, finance andother income was relatively unchanged from the comparative periods of 2011.Deferred Income Tax ExpenseDeferred income tax expense for the three months ended June 30, 2012 and year to date was relativelyunchanged from the comparative periods of 2011.Liquidity and Financial ResourcesThe Company monitors its spending plans, repayment obligations and cash resources on a continuous basiswith the objective of ensuring that there is sufficient capital within the Company to meet businessrequirements, after taking into account cash flows from operations and the Company’s holdings of cash andcash equivalents and short-term investments. The Company’s typical cash requirement over the first andsecond quarters of each year is significant because of the Seabee Gold Operation’s winter ice roadresupply, which includes restocking diesel, propane and other large consumables as well as the continuedupgrading of the mining fleet and mine infrastructure.The Company had bank indebtedness of $1.6 million at June 30, 2012 (December 31, 2011 - $2.5 millionof cash and cash equivalents and short-term investments of $33.2 million).At June 30, 2012, the Company had a working capital deficiency of $(0.6) million (December 31, 2011 -$42.4 million). Included in the working capital calculation at June 30, 2012 are demand loans andoutstanding debentures totaling $6.9 million and $9.6 million, respectively. Demand loans have beenclassified as current liabilities due to their demand feature. As the debenture is due in less than one year, itsbalance has been classified as a current liability.Claude Resources Inc.
  • 20. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 19 June 30 December 31 Percent 2012 2011 ChangeCurrent assets $ 31,810 $ 52,004 (39)Current liabilities $ 32,367 $ 9,606 (237)Working capital $ (557) $ 42,398 (101)Current ratio 1.0 5.4 (81)InvestingMineral property expenditures during the six months ended June 30, 2012 were $41.0 million, a $14.6million increase from the comparable period in 2011. Year to date, expenditures were comprised of SeabeeMine and Shaft development of $11.8 million, exploration costs (focusing on the Santoy Gap, SeabeeNorth, Amisk and Madsen exploration projects) of $13.2 million and property, plant and equipmentadditions of $16.1 million. Property, plant and equipment additions include mining equipment, campinfrastructure and tailings management facility expansion. The Company utilized its cash on hand andshort-term investments to fund these additions.FinancingFinancing activities during the first half of 2012 included the issuance of 338,676 common shares (Q2 2011– 235,614) pursuant to the Company’s Employee Share Purchase Plan and 75,402 common shares (Q22011 – 158,667) pursuant to the Company’s Stock Option Plan.During the first six months of 2012, the Company repaid $1.9 million of its demand loans and capital leasesoutstanding. The proceeds and repayments of demand loans relate to production equipment at the SeabeeGold Operation.Capital StructureThe Company’s objective when managing capital is to safeguard its ability to continue as a going concernso that it can continue to provide adequate returns to shareholders and benefits to other stakeholders. TheCompany manages the capital structure and makes adjustments to it in light of changes in economicconditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capitalstructure, the Company may issue new shares, sell assets or incur debt. The Company is not subject toexternally imposed capital requirements.The Company utilizes a combination of short-term and long-term debt and equity to finance its operationsand exploration.The Capital structure of the Company is as follows:Table 11: Schedule of Capital Structure of the CompanyCapital Structure June 30 December 31 Interest Maturity 2012 2011Demand loan 4.575% Nov/2012 $ 410 $ 896Demand loans Prime + 1.50% Jan-Apr/2015 6,491 -Debenture 12.00% May/2013 9,552 9,452Total debt $ 16,453 $ 10,348Shareholders’ equity 185,629 172,895Debt to equity 8.86 % 5.99 %Claude Resources Inc.
  • 21. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 20Financial and Other InstrumentsIn the normal course of its operations, the Company is exposed to gold price, foreign exchange, interestrate, liquidity, equity price and counterparty risks. The overall financial risk management program focuseson preservation of capital and protecting current and future Company assets and cash flows by reducingexposure to risks posed by the uncertainties and volatilities of financial markets.The Company may use derivative financial instruments to hedge some of its exposure to fluctuations ingold prices and foreign exchange rates. The Company does not acquire, hold or issue derivatives for tradingpurposes. The Company’s management of financial risks is aimed at ensuring that net cash flows aresufficient to meet all its financial commitments as and when they fall due and to maintain the capacity tofund its forecast project development and exploration strategies.The value of the Company’s mineral resources is related to the price of gold and the outlook for thismineral. Gold and precious metal prices historically have fluctuated widely and are affected by numerousfactors outside of the Company’s control, including, but not limited to, industrial and retail demand, centralbank lending, forward sales by producers and speculators, levels of worldwide production, short-termchanges in supply and demand because of speculative hedging activities and certain other factors relatedspecifically to gold. The profitability of the Company’s operations is highly correlated to the market priceof gold. If the gold price declines below the cost of production at the Company’s operations, for aprolonged period of time, it may not be economically feasible to continue production.The Company’s revenues from the production and sale of gold are denominated in U.S. dollars. However,the Company’s operating expenses are primarily incurred in Canadian dollars and its liabilities areprimarily denominated in Canadian dollars. The results of the Company’s operations are subject tocurrency risks. The operating results and financial position of the Company are reported in Canadiandollars in the Company’s consolidated financial statements.The Company did not have any derivative instruments outstanding at June 30, 2012. At June 30, 2011, theCompany had outstanding derivative instruments in the form of forward sales contracts relating to 2011gold production totaling 5,000 ounces. The market value loss inherent in those contracts was $0.1 million.The Company’s main interest rate risk arises from interest earning cash deposits that expose the Companyto interest rate risk. No hedging programs were implemented by the Company to manage interest rate riskduring the quarter. The Company invests its cash and cash equivalents and short term investments with theGovernment of Canada and major banks according to its investment policy.The Company’s liquidity position is managed to ensure sufficient liquid funds are available to meet itsfinancial obligations in a timely manner. The Company manages liquidity risk by continuously monitoringforecast and actual cash flows and ensuring that the Company has the ability to access required funding.The Company is exposed to equity securities price risk arising from investments classified on the balancesheet as available-for-sale. Investments in equity securities are approved by the Board on a case-by-casebasis. All of the Company’s available-for-sale equity investments are in junior resource companies listed onthe TSX Venture Exchange.The Company is exposed to counterparty risk which is the risk that a counterparty will not complete itsobligations under a financial instrument resulting in a financial loss for the Company. The Company doesnot generally obtain collateral or other security to support financial instruments subject to credit risk;however, the Company only deals with credit worthy counterparties. Accounts receivable compriseinstitutions purchasing gold under normal settlement terms of two working days. Counterparty risk underderivative financial instruments is to reputable institutions. All significant cash balances are on deposit withhigh-rated banking institutions. The carrying amount of financial assets recorded in the financial statementsrepresents the Company’s maximum exposure to credit risk without taking account of the value of anycollateral or other security obtained.Claude Resources Inc.
  • 22. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 21Contractual ObligationsAt June 30, 2012, with the exception of the increase in the Company’s demand loans, there were nosignificant changes to the Company’s contractual obligations from those reported in the Management’sDiscussion and Analysis for the year ended December 31, 2011.STATEMENTS OF FINANCIAL POSITION June 30 December 31 Percent 2012 2011 ChangeTotal assets $ 232,581 $ 207,887 12Non-current liabilities $ 14,585 $ 25,386 (43)The Company’s total assets were $232.6 million at June 30, 2012, compared to $207.9 million at December 31,2011. The $24.7 million net increase was comprised primarily of increases of: $2.9 million of accountsreceivable, attributable to the timing of gold sales and receipt of funds; $12.6 million in Inventories, attributableto the Company’s annual winter road resupply at the Seabee Gold Operation; and $47.2 million in Mineralproperties attributable to Seabee Mine development and Shaft extension, exploration costs (focusing on theSantoy Gap, Seabee North, Amisk and Madsen exploration projects) and additions to property, plant andequipment. These increases were offset by decreases of: $35.7 million in cash and cash equivalents and shortterm investments, attributable to the Company’s annual winter road resupply and investment in exploration andSeabee capital projects; $0.4 million in Deferred income tax asset; and $1.9 million in Investments due to thedisposition of certain of the Company’s available for sale securities and a decrease in the market value of theremainder these securities.Total liabilities were $47.0 million at June 30, 2012, up $12.0 million from December 31, 2011. This resultwas attributable to a $5.9 million increase in accounts payable and accrued liabilities, attributable to thetiming and payment of expenditures relating to consumables at the Seabee Gold Operation and a netincrease of $5.0 million in the Company’s current and non-current loans and borrowings attributable todemand loans obtained to fund a portion of the capital equipment resupply at the Seabee Gold Operation.Shareholders’ equity increased by $12.7 million to $185.6 million at June 30, 2012, from $172.9 million atDecember 31, 2011. This variance is attributable to an increase in Share capital of $12.7 million due to theissuance of Company stock pursuant to the acquisition of St. Eugene, an increase of $0.9 million to contributedsurplus, a $0.2 million decrease to Accumulated deficit; and a $1.1 million decrease to Accumulated othercomprehensive income (loss).Comprehensive income consists of net income, together with certain other economic gains and losses that arecollectively referred to as “other comprehensive income (loss)” or “OCI” and are excluded from the incomestatement. During the period ended June 30, 2012, other comprehensive income decreased to a loss of $0.4million (December 31, 2011 – comprehensive income of $0.6 million) due to the Company’s disposition ofcertain available-for-sale securities.KEY SENSITIVITIESEarnings from Claude’s gold operation are sensitive to fluctuations in both commodity and currency prices.The key factors and their approximate effect on earnings, earnings per share and cash flow, based onassumptions comparable to first quarter 2012 actuals, are as follows:GoldFor a U.S. $10 movement in gold price per ounce, earnings and cash flow will have a correspondingmovement of CDN $0.4 million, or $0.00 per share. For a $0.01 movement in the US$/CDN$ exchangeClaude Resources Inc.
  • 23. Q2 2012 Management’s Discussion and Analysis (in thousands of CDN dollars, except as otherwise noted) Page 22 rate, earnings and cash flow will have a corresponding movement of $0.7 million, or $0.00 per share. SELECTED QUARTERLY FINANCIAL DATA Table 12: Summary financial and operating data for the Company’s last eight quarters June 30 Mar 31 Dec 31 Sept 30 Jun 30 Mar 31 Dec 31 Sept 30 2012 2012 2011 2011 2011 2011 2010 2010Tonnes milled (c) 72,808 66,556 74,456 66,722 65,502 50,501 57,155 62,242Grade processed (grams per tonne) 5.45 4.74 4.97 5.51 6.26 6.20 7.54 6.76Ounces produced (c) 12,200 9,600 11,300 11,300 12,600 9,500 13,200 12,900Ounces sold (b) 12,300 9,500 11,900 10,900 12,400 9,500 10,800 12,100Gold sales ($ millions) 20.1 16.1 19.9 18.2 18.2 13.3 14.9 15.7Net profit (loss) ($ millions) 0.7 (0.5) (0.2) 2.6 5.2 1.8 4.1 5.6Net profit (loss) per share (a) 0.00 (0.00) 0.00 0.02 0.03 0.01 0.03 0.04Average realized gold price (CDN$ per ounce) 1,633 1,681 1,678 1,670 1,469 1,408 1,378 1,296Average realized gold price (US$ per ounce) 1,616 1,679 1,641 1,704 1,518 1,428 1,361 1,247Cash cost per ounce (CDN$ per ounce) (d) 1,082 1,236 1,130 871 717 924 597 642Cash cost per ounce (US$ per ounce) (d) 1,071 1,234 1,105 888 741 938 589 618Cash flow from operations before net 5.3 2.6 7.2 5.7 8.3 3.6 7.7 7.6changes in non-cash operating workingcapital ($ millions) (d)Cash flow from operations per share 0.03 0.02 0.04 0.03 0.05 0.03 0.06 0.06Weighted average shares outstanding 173,741 170,481 164,351 163,911 155,275 140,361 136,081 131,245(basic)CDN$/US$ Exchange 1.0101 1.0012 1.0230 0.9804 0.9676 0.9861 1.0128 1.0391 (a) Basic and diluted, calculated based on the number of shares issued and outstanding during the quarter. (b) Statistics in 2010 exclude ounces sold from the Santoy 8 Project, which was not yet in commercial production. (c) Statistics in 2010 include ounces produced and tonnes milled from the Santoy 8 Project, which was not yet in commercial production. (d) Denotes a non-IFRS performance measure. For an explanation of non-IFRS performance measures, refer to the “Non-IFRS Performance Measures” section of this MD&A. The financial results for the last eight quarters reflect the following general trends: improved average realized gold price (which has improved gold revenue and net profit (loss)); lower grade attributable to more feedstock from the Santoy 8 ore body; and increasing cash cost per ounce. ACCOUNTING ESTIMATES Certain of the Company’s accounting policies require that Management make decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. For a discussion of those estimates, please refer to the Company’s Management’s Discussion and Analysis for the year ended December 31, 2011, available at www.sedar.com. FUTURE ACCOUNTING PRONOUNCEMENTS Certain new accounting standards and interpretations have been published that are not mandatory for the June 30, 2012 reporting period: • IFRS 9, Financial Instruments: effective for accounting periods commencing on or after January 1, 2015. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. Claude Resources Inc.
  • 24. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 23 • IFRS 10, Consolidated Financial Statements, was issued by the IASB in May 2011 and is effective for annual periods beginning on or after January 1, 2013 with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements. • IFRS 11, Joint Arrangements, was issued by the IASB in May 2011 and is effective for annual periods beginning on or after January 1, 2013 with early adoption permitted. The extent of the impact of adoption of IFRS 11 has not yet been determined by the Company. • IFRS 12, Disclosure of Interests in Other Entities, was issued by the IASB in May 2011 and is effective for the Company beginning on January 1, 2013. It is expected that IFRS 12 will increase the current level of disclosure related to the Company’s interests in other entities upon adoption. • In May 2011, the IASB published IFRS 13, Fair Value Measurement, which is effective prospectively for annual periods beginning on or after January 1, 2013. The extent of the impact of adoption of IFRS 13 has not yet been determined. • In June 2011, the IASB issued IAS 1, Presentation of Items of OCI: Amendments to IAS 1 Presentation of Financial Statements. 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. • In May 2011, the IASB issued amendments to IAS 28, Investments in Associates and Joint Ventures, which are effective for annual periods beginning on or after January 1, 2013 with early adoption permitted. The Company does not expect the amendments to IAS 28 to have a material impact on the financial statements. • In December 2011, the IASB published Offsetting Financial Assets and Financial Liabilities and issued new disclosure requirements in IFRS 7, Financial Instruments: Disclosures. The amendments to IAS 32 clarify that if an entity currently has a legally enforceable right to set-off if that right is not contingent on a future event, and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that is equivalent to net settlement. The amendments to IFRS 7 contain new disclosure requirements for financial assets and liabilities that are offset in the statement of financial position, or subject to master netting arrangements or similar arrangements. The effective date for the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The effective date for the amendments to IFRS 7 is annual periods beginning on or after January 1, 2013. These amendments are to be applied retrospectively. The Company does not expect the amendments to have a material impact on the financial statements.BUSINESS RISKSRisks and uncertainties related to economic and industry factors are described in detail in the Company’sAnnual Information Form (available at www.sedar.com) and remain substantially unchanged.OUTSTANDING SHARE DATAThe authorized share capital of the Company consists of an unlimited number of common shares and twoclasses of unlimited preferred shares issuable in series. At June 30, 2012, there were 173,745,564 commonshares outstanding. This compares to 164,630,231 common shares outstanding at December 31, 2011.During the first half of 2012, the Company issued 414,078 common shares pursuant to the Company’sEmployee Share Purchase Plan and the Company’s Stock Option plan. An additional 8,701,255 shareswere issued as consideration for Claude’s acquisition of St. Eugene (please see Claude news release“Claude Resources Inc. Completes Acquisition of St. Eugene Mining Corporation Limited” dated February2, 2012). At August 9, 2012, there were 173,745,564 common shares of the Company issued andoutstanding.Claude Resources Inc.
  • 25. Q2 2012 Management’s Discussion and Analysis (in thousands of CDN dollars, except as otherwise noted) Page 24 OUTSTANDING STOCK OPTIONS AND WARRANTS At June 30, 2012, there were 6.7 million director, officer and key employee stock options outstanding with exercise prices ranging from $0.50 to $2.38 per share. This compares to 5.5 million director, officer and key employee stock options outstanding at December 31, 2011 with similar prices. This increase was mainly attributable to issuances to executive and directors of the Company. Table 13: Schedule of Outstanding Stock Options and Weighted Average Exercise Price June 30, 2012 December 31, 2011 Weighted Weighted Average Average Number Exercise Price Number Exercise Price Beginning of period 5,484,250 $1.57 3,916,737 $ 1.15 Options granted 1,421,290 1.16 2,478,768 2.06 Options exercised (75,402) 0.78 (648,667) 0.75 Options forfeited (91,749) 2.13 (241,876) 1.86 Options expired (30,000) 1.71 (20,712) 1.04 End of period 6,708,389 1.49 5,484,250 $1.57 For options outstanding at June 30, 2012, the range of exercise prices, the number vested, the weighted average exercise price and the weighted average remaining contractual life are as follows: Table 14: Schedule of Outstanding Stock Options by Price Range Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Option Price Per Remaining Exercise Remaining Exercise Share Quantity Life Price Quantity Life Price $0.50 - $1.00 864,846 6.41 $0.74 698,179 6.29 $0.77 $1.01 - $1.50 2,723,732 6.41 1.20 2,273,232 6.35 1.19 $1.51 - $2.00 2,538,000 7.62 1.86 1,459,000 6.61 1.80 $2.01 - $2.38 581,812 8.33 2.30 340,205 8.03 2.27 6,708,389 7.03 $1.49 4,770,616 6.54 $1.39 At June 30, 2012, there were 2.7 million common share purchase warrants outstanding. Each common share purchase warrant entitles the holder to acquire one common share of the Company at prices determined at the time of issue. The range of exercise prices and dates of expiration of the warrants outstanding are as follows:Table 15: Schedule of Warrants Outstanding Number Number Exercise Outstanding at Outstanding at Price Expiry Date December 31, 2011 Granted Expired June 30, 2012 $ 1.60 May 22, 2013 1,693,200 - - 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 - 2,716,200 853,594 853,594 2,716,200 Claude Resources Inc.
  • 26. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 25The warrants granted during 2012 relate to outstanding warrants assumed as part of the St. Eugeneacquisition completed in the first quarter.FOOTNOTES (1) Cash flow from operations before net changes in non-cash operating working capital is a non- IFRS performance measure. For an explanation of non-IFRS performance measures, refer to the “Non-IFRS Performance Measures” section of this MD&A. (2) Historically, Madsen results have been reported in ounces per ton and feet (Imperial). (3) Net cash margin is a non-IFRS performance measure. For an explanation of non-IFRS performance measures refer to the “Non-IFRS Performance Measures” section of this MD&A. (4) Cash cost per ounce is a non-IFRS performance measure. For an explanation of non-IFRS performance measures refer to the “Non-IFRS Performance Measures” section of this MD&A.NON-IFRS PERFORMANCE MEASURESThe Company utilizes non-IFRS financial measures as supplemental indicators of operating performanceand financial position. These non-IFRS financial measures are used internally by the Company forcomparing actual results from one period to another. The Company believes that, in addition toconventional measures prepared in accordance with IFRS, certain investors use this information to evaluatethe Company’s performance and ability to generate cash flow. Accordingly, such information is intendedto provide additional information and should not be considered in isolation or as a substitute for measuresof performance prepared in accordance with IFRS.Cash Flow from Operations before Net Changes in Non-Cash Operating Working CapitalThe Company uses Cash Flow from Operations before Net Changes in Non-Cash Operating WorkingCapital as a supplemental measure of its financial performance. The Company uses this measure to analyzethe cash generated by its operations. These measures are not necessarily indicative of operating profit orcash flow from operations as determined under IFRS. Investors are cautioned that the above measures maynot be comparable to similarly titled measures of other companies.Table 16: Calculation of Cash Flow from Operations before Net Changes in Non-Cash Operating Working Capital Three months ended Six months ended June 30 June 30 June 30 June 30 2012 2011 2012 2011 Net Profit $ 679 $ 5,185 $ 188 $ 7,013 Adjustments for non-cash items: Depreciation and depletion 3,892 2,657 7,152 4,568 Finance expense 101 83 194 167 Finance and other income (291) (278) (651) (545) (Gain) on investments - - (794) (109) Stock-based compensation 449 649 1,295 925 Deferred income tax expense 421 - 454 - $ 5,251 $ 8,296 $ 7,838 $ 12,019Weighted Average shares outstanding (basic) 173,741 155,275 172,111 147,859Weighted Average shares outstanding 173,800 159,236 172,606 152,320(diluted)Per share cash flows from operating activities $ 0.03 $ 0.05 $ 0.05 $ 0.08(basic and diluted)Claude Resources Inc.
  • 27. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 26Cash Cost Per OunceThe Company reports its cash costs on a per-ounce basis, based on uniform standards developed by theGold Institute, an independent researcher and evaluator of the gold market and gold industry. Managementuses this measure to analyze the profitability, compared to average realized gold prices, of the Seabee GoldOperation. Investors are cautioned that the above measures may not be comparable to similarly titledmeasures of other companies, should these companies not follow Gold Institute standards.Table 17: Total Cash Cost per Gold Ounce Sold Three months ended Six months ended June 30 June 30 June 30 June 30 2012 2011 2012 2011Production cost (CDN$) 13,319 8,909 25,115 17,655Divided by ounces sold 12,306 12,418 21,853 21,879Total cash cost per ounce (CDN$) 1,082 717 1,149 807CDN$ Exchange Rate 1.0101 0.9676 1.0057 0.9767Total cash cost per ounce (US$) 1,071 741 1,143 826Net Cash MarginThe Company uses net cash margin, which represents realized price per ounce less net cash costs perounce. This measure is used by Management to analyze profitability trends and to assess the cash-generating capability from the sale of gold on a consolidated basis in each reporting period, expressed on aunit basis. Management believes that this measurement illustrates the performance of the Company’sbusiness on a consolidated basis and enables investors to better understand Claude’s performance incomparison to other gold producers who present results on a similar basis and is an important indicator ofexpected performance in future periods.The Company’s net cash margin is intended to provide additional information, does not have anystandardized meaning prescribed by IFRS and should not be considered in isolation or as a substitute formeasures of performance prepared in accordance with IFRS. This measure is not necessarily indicative ofoperating profit or cash flow from operations as determined under IFRS. Other companies may calculatenet cash margin differently. This non-IFRS measure is calculated from realized gold price per ounce andtotal cash costs per ounce, as determined in the net cash cost reconciliation. Net cash margin could also bederived from realized price per ounce and net cash costs per ounce.DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTINGAs at June 30, 2012, we evaluated our disclosure controls and procedures as defined in the rules of the U.S.Securities and Exchange Commission (“SEC”) and the Canadian Securities Administrators. Thisevaluation was carried out under the supervision and participation of Management, including the Presidentand Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, the President andChief Executive Officer and Chief Financial Officer concluded that the design and operation of thesedisclosure controls and procedures were effective.Management is responsible for establishing and maintaining adequate internal control over financialreporting. Internal control over financial reporting, no matter how well designed, has inherent limitationsand can only provide reasonable assurance with respect to the preparation and fair presentation of publishedfinancial statements. Under the supervision and with the participation of the President and Chief ExecutiveOfficer and the Chief Financial Officer, management conducted an evaluation of the effectiveness of itsinternal control over financial reporting based on the framework in Internal Control – IntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based onthis evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded thatinternal control over financial reporting is effective as at June 30, 2012.Claude Resources Inc.
  • 28. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 27We have assessed the impact of the IFRS transition on our internal control over financial reporting and onour disclosure controls and procedures. Changes in accounting policies or business processes may requireadditional controls or procedures to ensure the integrity of our financial disclosures. The transition to IFRShas not required any changes in our internal controls over financial reporting or our disclosure controls andprocedures that have materially affected them or are reasonably likely to materially affect them.No significant changes were made in our internal controls over financial reporting during the period endedJune 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internalcontrol over financial reporting.CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATESResource EstimatesThe resource estimates in this Management’s Discussion and Analysis were prepared in accordance withNational Instrument 43-101, adopted by the Canadian Securities Administrators. The requirements ofNational Instrument 43-101 differ significantly from the requirements of the SEC. In this Management’sDiscussion and Analysis, the Company uses certain terms such as “measured”, “indicated” and “inferred”resources. Although these terms are recognized and required in Canada, the SEC does not recognize them.The SEC permits U.S. mining companies, in their filings with the SEC, to disclose only those mineraldeposits that constitute “reserves”. Under U.S. standards, mineralization may not be classified as a reserveunless the determination has been made that the mineralization could be economically and legally extractedat the time the determination is made. U.S. investors should not assume that all or any portion of ameasured or indicated resource will ever be converted into “reserves”. Further, “inferred resources” have agreat amount of uncertainty as to their existence and whether they can be mined economically or legally,and U.S. investors should not assume that “inferred resources” exist or can be legally or economicallymined, or that they will ever be upgraded to a more certain category.Compliance with Canadian Securities RegulationsThis quarterly report is intended to comply with the requirements of the Toronto Stock Exchange andapplicable Canadian securities legislation, which differ in certain respects from the rules and regulationspromulgated under the United States Securities Exchange Act of 1934, as amended (“Exchange Act”), aspromulgated by the SEC.U.S. investors are urged to consider the disclosure in our Annual Report on Form 40-F, File No. 001-31956, as filed with the SEC under the Exchange Act, which may be obtained from the Company (withoutcost) or from the SEC’s Web site: http://sec.gov/edgar.shtml.CAUTION REGARDING FORWARD-LOOKING INFORMATIONAll statements, other than statements of historical fact, contained or incorporated by reference in thisMD&A and constitute “forward-looking information” within the meaning of applicable Canadiansecurities laws and “forward-looking statements” within the meaning of the United States Private SecuritiesLitigation Reform Act of 1995 (referred to herein as “forward-looking statements”). Forward-lookingstatements include, but are not limited to, statements with respect to the future price of gold, the estimationof mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount ofestimated future production, costs of production, capital expenditures, costs and timing of the developmentof new deposits, success of exploration activities, permitting time lines, currency exchange ratefluctuations, requirements for additional capital, government regulation of mining operations,environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations oninsurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”,“estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or the negativeconnotation thereof or variations of such words and phrases or state that certain actions, events or results,Claude Resources Inc.
  • 29. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 28“may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotationthereof.All forward-looking statements are based on various assumptions, including, without limitation, theexpectations and beliefs of management, the assumed long-term price of gold, that the Company willreceive required permits and access to surface rights, that the Company can access financing, appropriateequipment and sufficient labour, and that the political environment within Canada will continue to supportthe development of mining projects in Canada.Forward-looking statements are subject to known and unknown risks, uncertainties and other factors thatmay cause the actual results, level of activity, performance or achievements of Claude to be materiallydifferent from those expressed or implied by such forward-looking statements, including but not limited to:actual results of current exploration activities; environmental risks; future prices of gold; possible variationsin ore reserves, grade or recovery rates; mine development and operating risks; accidents, labour issues andother risks of the mining industry; delays in obtaining government approvals or financing or in thecompletion of development or construction activities; and other risks and uncertainties, including but notlimited to those discussed in the section entitled “Business Risk” in this MD&A. These risks anduncertainties are not, and should not be construed as being, exhaustive.Although Claude has attempted to identify important factors that could cause actual results to differmaterially from those contained in forward-looking statements, there may be other factors that cause resultsnot to be as anticipated, estimated or intended. There can be no assurance that such statements will proveto be accurate, as actual results and future events could differ materially from those anticipated in suchstatements. Accordingly, readers should not place undue reliance on forward-looking statements.Forward-looking statements in this MD&A are made as of the date of this MD&A, being August 9, 2012and, accordingly, are subject to change after such date. Except as otherwise indicated by Claude, thesestatements do not reflect the potential impact of any non-recurring or other special items that may occurafter the date hereof. Forward-looking statements are provided for the purpose of providing informationabout management’s current expectations and plans and allowing investors and others to get a betterunderstanding of our operating environment.Claude does not undertake to update any forward-looking statements that are incorporated by referenceherein, except in accordance with applicable securities laws.The forward-looking statements contained in this Management’s Discussion and Analysis areexpressly qualified by these cautionary statements.ADDITIONAL INFORMATIONAdditional information related to the Company, including its Annual Information Form (Form 40-F in theU.S.), is available on Canadian (www.sedar.com) and U.S. (www.sec.gov) securities regulatory authorities’websites. Certain documents are also available on the Company’s website at www.clauderesources.com.Claude Resources Inc.
  • 30. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 29CONVERSION MULTIPLESFor ease of reference, the following factors for converting metric measurements into imperial equivalentsare provided:To Convert from Metric To Imperial Multiply Metric Units byMetres Feet (ft.) 3.281Kilometres (km) Miles 0.621Tonnes Tons (2,000 pounds) 1.102Grams Troy Ounces 0.032Hectares Acres 2.471GLOSSARY OF FINANCIAL TERMSCurrent ratio = (current asset / current liabilities)Debt to capital = (total debt – cash and cash equivalents) / (total debt – cash and cash equivalents + totalshareholders’ equity)Working capital = (current asset – current liabilities)GLOSSARY OF TECHNICAL TERMSAlteration – any change in the mineral composition of a rock brought about by physical or chemicalmeans.Assaying - laboratory examination that determines the content or proportion of a specific metal (i.e.: silver)contained within a sample. Technique usually involves firing/smelting.Au Eq (“gold equivalent”) – a measure of contained metal expressed in equivalent gold grade.Biotite – a widely distributed and important rock-forming mineral of the mica group.Brecciated – broken into sharp-angled fragments surrounded by finer-grained material.Bulk Sample – a collection of representative mineralized material whose location, geologic character andmetal assay content can be determined and then used for metallurgical or geotechnical testing purposes.Chalcopyrite - a sulphide mineral of copper and iron.Chlorite – a group of platy, monoclinic, usually greenish minerals.Chloritic alteration – the replacement by, conversion into, or introduction of chlorite into a rock.Core Samples - the cylindrical form of rock called “core” that is extracted from a diamond drill hole.Mineralized sections are separated and these samples are sent to a laboratory for analysis.Cross-cut - a horizontal opening driven from a shaft or haulage drift at an oblique or right angle to thestrike of a vein or other orebody.Cut-off Grade - the lowest grade of mineralized material that qualifies as a reserve in a deposit (i.e.:contributing material of the lowest assay that is included in a reserve estimate).Claude Resources Inc.
  • 31. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 30Diamond Drilling – a type of rotary drilling in which diamond bits are used as the rock-cutting tool toproduce a recoverable drill core sample of rock for observation and analysis.Dip – the angle that a structural surface, a bedding or fault plane makes with the horizontal, measuredperpendicular to the strike of the structure.Drift - a horizontal underground opening that follows along the length of a vein or rock formation.Duty to Consult - governments in Canada may have a duty to consult with and potentially accommodateAboriginal groups prior to making decisions which may impact lands and resources subject to establishedor potential treaty or Aboriginal rights, title or other claims. These governments, in turn, may delegateprocedural aspects of this duty to industry.Exploration – work involved in searching for ore, from prospecting to diamond drilling or driving a drift.Fault – a fracture or break in rock along which there has been movement.Feasibility Study – a comprehensive technical and economic study of the selected development option fora mineral project that includes appropriately detailed assessments of realistically assumed mining,processing, metallurgical, economic, marketing, legal, environmental, social and governmentalconsiderations together with any other relevant operational factors and detailed financial analysis, that arenecessary to demonstrate at the time of reporting that extraction is reasonably justified (economicallymineable). The results of the study may reasonably serve as the basis for a final decision by a proponent orfinancial institution to proceed with, or finance, the development of the project. The confidence level of thestudy will be higher than that of a Prefeasibility Study.Fire Assay - the assaying of metallic minerals by use of a miniature smelting procedure with variousagents.Footwall - the rock on the underside of a vein or ore structure.Fracture – a break or crack in rock.Geophysical Survey - a scientific method of prospecting that measures the physical properties of rockformations. Common properties investigated include magnetism, specific gravity, electrical conductivityand radioactivity.Grade – the metal content of rock with precious metals, grade can be expressed as troy ounces or gramsper tonne of rock.Granitoid – a light-coloured, plutonic rock with quartz between 20 and 60 percent.Head Grade – the average grade of ore fed into a mill.Hydrothermal – the products or the actions of heated waters in a rock mass such as a mineral depositprecipitating from a hot solution.Igneous – a primary type of rock formed by the cooling of molten material.Indicated Mineral Resource – is that part of a Mineral Resource for which quantity, grade or quality,densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow theappropriate application of technical and economic parameters, to support mine planning and evaluation of theeconomic viability of the deposit. The estimate is based on detailed and reliable exploration and testinginformation gathered through appropriate techniques from locations such as outcrops, trenches, pits, workingsand drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.Claude Resources Inc.
  • 32. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 31Inferred Mineral Resource – is that part of a Mineral Resource for which quantity and grade or quality canbe estimated on the basis of geological evidence and limited sampling and reasonably assumed, but notverified, geological and grade continuity. The estimate is based on limited information and sampling gatheredthrough appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.Lens - a body of ore that is thick in the middle and tapers towards the ends.Lithostructural – an assemblage of rocks that is unified on the basis of structural and lithological features.Mafic - igneous rocks composed mostly of dark, iron and magnesium-rich minerals.Measured Mineral Resource - is that part of a Mineral Resource for which quantity, grade or quality,densities, shape, and physical characteristics are so well established that they can be estimated withconfidence sufficient to allow the appropriate application of technical and economic parameters, to supportproduction planning and evaluation of the economic viability of the deposit. The estimate is based ondetailed and reliable exploration, sampling and testing information gathered through appropriate techniquesfrom locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough toconfirm both geological and grade continuity.Metallurgy – the study of the extractive processes which produce minerals from their host rocks.Mill - A processing facility where ore is finely ground and thereafter undergoes physical or chemicaltreatment to extract the valuable metals.Mineral – a naturally formed chemical element or compound having a definitive chemical composition andusually a characteristic crystal form.Mineralization – a natural concentration in rocks or soil of one or more minerals.Mineral Reserve – the economically mineable part of a Measured or Indicated Mineral Resourcedemonstrated by at least a Prefeasibility Study. This study must include adequate information on mining,processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting,that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowancesfor losses that may occur when material is mined.Mineral Resource – a concentration or occurrence of natural, solid, inorganic, or fossilized organicmaterial in or on the Earth’s crust in such form and quantity and of such a grade or quality that it hasreasonable prospects for economic extraction. The location, quantity, grade, geological characteristics, andcontinuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence andknowledge.Ounces - Troy ounces of a fineness of 999.9 parts per 1,000 parts.Ore - Rock, generally containing metallic or non-metallic minerals, which can be mined and processed at aprofit.Ore Body - A sufficiently large amount of ore that can be mined economically.Plunge - the vertical angle a linear geological feature makes with the horizontal plane.Porphyry - any igneous rock in which relatively large crystals are set in a fine-grained groundmass.Prefeasibility Study – a comprehensive study of the viability of a mineral project that has advanced to astage where the mining method, in the case of underground mining, or the pit configuration, in the case ofan open pit, has been established, and where an effective method of mineral processing has beendetermined. This study must include a financial analysis based on reasonable assumptions of technicalClaude Resources Inc.
  • 33. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 32engineering, operating, and economic factors, which are sufficient for a Qualified Person acting reasonably,to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.Probable Mineral Reserve – the economically mineable part of an Indicated, and in some circumstances,a Measured Mineral Resource, demonstrated by at least a Prefeasibility Study. This study must includeadequate information on mining, processing, metallurgical, economic and other relevant factors thatdemonstrate, at the time of reporting, that economic extraction can be justified.Proven Mineral Reserve – the economically mineable part of a Measured Mineral Resource demonstratedby at least a Prefeasibility Study. This study must include adequate information on mining, processing,metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economicextraction is justified.Pulp - a mixture of ground ore and water.Pyrite - an iron sulphide mineral (FeS2), the most common naturally occurring sulphide mineral.Pyrrhotite - a bronze-colored, often magnetic iron sulphide mineral.Qualified Person – an individual who is an engineer or geoscientist with at least five (5) years ofexperience in mineral exploration, mine development, mine operation, project assessment or anycombination of these; has experience relevant to the subject matter of the mineral project and technicalreport; and is a member in good standing of a professional association.Quartz – crystalline silica; often forming veins in fractures and faults within older rocks.Raise - a vertical or inclined underground working that has been excavated from the bottom upward.Sericite – a fine-grained potassium mica found in various metamorphic rocks.Shear Zone - a zone in which shearing has occurred on a large scale so that the rock is crushed andbrecciated.Showing - surface occurrence of mineral.Shrinkage Stoping – any mining method in which broken ore is temporarily retained in the stope toprovide a working platform and/or to offer temporary support to the stope walls during active mining.Sill - an intrusive sheet of igneous rock of roughly uniform thickness that has been forced between thebedding planes of existing rock; the initial horizontal drift along the strike of the ore vein.Specific Gravity - the ratio between the weight of a unit volume of a substance and that of a unit volume ofwater.Stope - an underground excavation from which ore has been extracted, either above or below a level. Accessto stopes is usually by way of adjacent raises.Stratigraphy – the sequence of bedded rocks in a particular area.Tailings - Tailings consist of ground rock and process effluents that are generated in a mine processing plantor mill. Mechanical and chemical processes are used to extract gold from mine ore and produce a wastestream known as tailings. This process of product extraction is never 100 percent efficient, nor is it possible toreclaim all reusable and expended processing reagents and chemicals. The unrecoverable and uneconomicmetals, minerals, chemicals, organics and process water are discharged, normally as slurry, to a final storagearea commonly known as a Tailings Management Facility (TMF) or Tailings Storage Facility (TSF).Claude Resources Inc.
  • 34. Q2 2012 Management’s Discussion and Analysis(in thousands of CDN dollars, except as otherwise noted) Page 33Till - is unsorted glacial sediment. Its content may vary from clays to mixtures of clay, sand, gravel andboulders. This material is typically derived from the subglacial erosion and incorporated by the moving ice ofthe glaciers of previously available unconsolidated sediments.Tonne – a metric ton or 2,204 pounds.Trenching - the process of exploration by which till is removed from a trench cut from the earth’s surface.Vein – a thin, sheet-like, cross-cutting body of hydrothermal mineralization, principally quartz.Waste – barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at aprofit.Working interest or WI - means the interest held by Claude in property. This interest normally bears itsproportionate share of capital and operating costs as well as royalties or other production burdens. Theworking interest percentage is expressed before royalty interests.Claude Resources Inc.
  • 35. NOTICE OF AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTSUnder National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interimfinancial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewedby an auditor.The Management of Claude Resources Inc. is responsible for the preparation of the accompanying unaudited interimconsolidated financial statements. The unaudited interim consolidated financial statements are considered by Management topresent fairly the financial position, operating results and cash flows of the Company.The Companys independent auditor has not performed a review of these financial statements, in accordance with standardsestablished by the Canadian Institute of Chartered Accountants. These unaudited interim consolidated financial statementsinclude all adjustments, consisting of normal and recurring items that Management considers necessary for a fair presentationof the consolidated financial position, results of operations and cash flows. Neil McMillan Rick Johnson, CA Chief Executive Officer Chief Financial OfficerDate: August 9, 2012 Page 34
  • 36. Condensed Consolidated Interim Statements of Financial Position(In Thousands of Canadian Dollars - Unaudited) JUNE 30 DECEMBER 31 2012 2011 NoteAssetsCash and cash equivalents $ - $ 2,529Short-term investments - 33,168Accounts receivable 5,583 2,714Inventories 6 25,984 13,366Prepaid expenses and deposits 243 227Current assets 31,810 52,004Mineral properties 196,981 149,794Deferred income tax asset 633 998Investments 7 920 2,854Deposits for reclamation costs 8 2,237 2,237Non-current assets 200,771 155,883Total assets $ 232,581 $ 207,887LiabilitiesBank indebtedness $ 1,625 $ -Accounts payable and accrued liabilities 11,628 5,737Loans and borrowings 10 18,215 3,015Net royalty obligation 9 899 854Current liabilities 32,367 9,606Loans and borrowings 10 1,001 11,238Net royalty obligation 9 3,736 4,435Decommissioning and reclamation 8 9,848 9,713Non-current liabilities 14,585 25,386Shareholders equityShare capital 193,189 180,531Contributed surplus 5,744 4,796Accumulated deficit (12,883) (13,071)Accumulated other comprehensive income (loss) (421) 639Total shareholders equity 185,629 172,895Total liabilities and shareholders equity $ 232,581 $ 207,887See accompanying notes to condensed consolidated interim financial statements.On behalf of the Board:Ted J. Nieman Ronald J. Hicks, CAChairman Chairman, Audit Committee Page 35
  • 37. Condensed Consolidated Interim Statements of Income(In Thousands of Canadian Dollars, except per share amounts - Unaudited) Three Months Ended Six Months Ended JUNE 30 JUNE 30 JUNE 30 JUNE 30 2012 2011 2012 2011 NoteRevenue $ 20,091 $ 18,239 $ 36,143 $ 31,561Mine Operating: Production costs 13,319 8,909 25,115 17,655 Depreciation and depletion 3,892 2,657 7,152 4,568 17,211 11,566 32,267 22,223Gross profit 2,880 6,673 3,876 9,338 General and administrative 1,807 1,620 4,468 3,062 Finance expense 357 270 644 540 Finance and other income (384) (402) (1,084) (1,168) (Gain) on investments - - (794) (109) 1,780 1,488 3,234 2,325Profit before income tax 1,100 5,185 642 7,013Deferred income tax expense 421 - 454 -Net profit $ 679 $ 5,185 $ 188 $ 7,013Net earnings per share Basic and diluted 12 Net earnings $ 0.00 $ 0.03 $ 0.00 $ 0.05 Basic 173,741 155,275 172,111 147,859 Diluted 173,800 159,236 172,606 152,320See accompanying notes to condensed consolidated interim financial statements.Condensed Consolidated Interim Statements of Comprehensive Income(In Thousands of Canadian Dollars - Unaudited) Three Months Ended Six Months Ended JUNE 30 JUNE 30 2012 2011 2012 2011Net profit $ 679 $ 5,185 $ 188 $ 7,013Other comprehensive loss Gain on available-for-sale securities transferred to profit - - (794) (109) Unrealized loss on available-for-securities (391) (767) (266) (2,161)Other comprehensive loss (391) (767) (1,060) (2,270)Total comprehensive income (loss) $ 288 $ 4,418 $ (872) $ 4,743See accompanying notes to condensed consolidated interim financial statements. Page 36
  • 38. Condensed Consolidated Interim Statements of Shareholders Equity(In Thousands of Canadian Dollars - Unaudited) Three Months Ended Six Months Ended JUNE 30 JUNE 30 JUNE 30 JUNE 30 2012 2011 2012 2011Share Capital Balance, beginning of period $ 192,834 $ 124,636 $ 180,531 $ 122,751 Common shares and warrants issued 340 54,353 12,392 55,991 Transfers from contributed surplus 15 2 266 249 Balance, end of period $ 193,189 $ 178,991 $ 193,189 $ 178,991Contributed Surplus Balance, beginning of period $ 5,310 $ 3,118 $ 4,796 $ 3,089 Stock-based compensation 449 649 1,295 925 Transfers to share capital (15) (2) (266) (249) Other - - (81) - Balance, end of period $ 5,744 $ 3,765 $ 5,744 $ 3,765Accumulated Deficit Balance, beginning of period $ (13,562) $ (20,697) $ (13,071) $ (22,525) Net profit 679 5,185 188 7,013 Balance, end of period $ (12,883) $ (15,512) $ (12,883) $ (15,512)Accumulated Other Comprehensive Income (Loss) Balance, beginning of period $ (30) $ 1,250 $ 639 $ 2,753 Other comprehensive loss (391) (767) (1,060) (2,270) Balance, end of period $ (421) $ 483 $ (421) $ 483Shareholders equity, end of period $ 185,629 $ 167,727 $ 185,629 $ 167,727See accompanying notes to condensed consolidated interim financial statements. Page 37
  • 39. Condensed Consolidated Interim Statements of Cash Flows(In Thousands of Canadian Dollars - Unaudited) Three Months Ended Six Months Ended JUNE 30 JUNE 30 JUNE 30 JUNE 30 2012 2011 2012 2011Cash flows from (used in) operating activities Net profit $ 679 $ 5,185 $ 188 $ 7,013 Adjustments for non-cash items: Depreciation and depletion 3,892 2,657 7,152 4,568 Finance expense 101 83 194 167 Finance and other income (291) (278) (651) (545) Gain on investments - - (794) (109) Stock-based compensation 449 649 1,295 925 Deferred income tax expense 421 - 454 - Net changes in non-cash operating working capital: Accounts receivable 623 (954) (2,869) (1,311) Inventories 3,637 1,485 (12,305) (10,237) Prepaid expenses and deposits 12 706 (16) 332 Accounts payable and accrued liabilities (14,310) (8,940) 5,891 3,606Cash (used in) provided by operating activities (4,787) 593 (1,461) 4,409Cash flows from investing activities: Additions to mineral properties (12,735) (9,444) (41,015) (26,415) Restricted cash - - - 4,389 Decrease (increase) in investments 7,999 (36,034) 33,089 (35,880)Cash used in investing activities (4,736) (45,478) (7,926) (57,906)Cash flows from financing activities: Proceeds from issue of common shares and warrants, net of issue costs 340 54,353 371 55,991 Debenture redemption - - - (87) Bank indebtedness 1,625 - 1,625 - Demand loans: Proceeds 436 - 7,224 - Repayments (802) (483) (1,220) (963) Obligations under finance lease: Proceeds - - - 4,077 Repayments (474) (686) (1,142) (1,265)Cash from financing activities 1,125 53,184 6,858 57,753Increase (decrease) in cash and cash equivalents (8,398) 8,299 (2,529) 4,256Cash and cash equivalents, beginning of period 8,398 2,358 2,529 6,401Cash and cash equivalents, end of period $ - $ 10,657 $ - $ 10,657See accompanying notes to condensed consolidated interim financial statements. Page 38
  • 40. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted1. Corporate Information:Claude Resources Inc. (“Claude” or the “Company”) is a company domiciled in Canada. The address of the Company’sregistered office is at 1500, 410 – 22nd Street East, Saskatoon, Saskatchewan, S7K 5T6. Its principal office is located at200, 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) andthe NYSE MKT (NYSE MKT-CGR). The Company is also engaged in the exploration and development of goldmineral reserves and mineral resources. The Company’s entire asset base is located in Canada. Its revenue generatingasset is the 100 percent owned Seabee Gold Operation, located in northern Saskatchewan. Claude also owns 100percent of the Amisk Gold Project in northeastern Saskatchewan and 100 percent of the Madsen Property in the RedLake gold camp of northwestern Ontario.2. Basis of Preparation:STATEMENT OF COMPLIANCEThese unaudited condensed consolidated interim financial statements for the period ended June 30, 2012 have beenprepared in accordance with International Accounting Standard 34 (“IAS 34”), Interim Financial Reporting. Theseunaudited condensed consolidated interim financial statements do not include all of the information required for fullannual financial statements and should be read in conjunction with the Company’s 2011 annual financial statementsprepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the InternationalAccounting Standards Board (“IASB”).These unaudited condensed consolidated interim financial statements were authorized for issue by the Company’sBoard of Directors on August 9, 2012.BASIS OF MEASUREMENTThese unaudited condensed consolidated interim financial statements have been prepared on the historical cost basisexcept for derivative financial instruments and available-for-sale financial assets, which are measured at fair value.FUNCTIONAL CURRENCYThese unaudited condensed consolidated interim financial statements are presented in Canadian dollars, which is theCompany’s functional currency. All financial information presented in Canadian dollars has been rounded to thenearest thousand, except per share amounts or as otherwise noted.USE OF ESTIMATES AND JUDGMENTSThe preparation of the Company’s unaudited condensed consolidated interim financial statements in conformity withIFRS requires Management to make judgments, estimates and assumptions that affect the application of accountingpolicies and the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets andliabilities at the date of the consolidated financial statements. Significant judgments, estimates and assumptions arerelated to the useful lives and recoverability of mineral properties and deferred income tax assets, valuation ofinventory, provisions for decommissioning and reclamation, financial instruments and mineral reserves.Although these estimates are based on Management’s best knowledge of the amount, events or actions, actual resultsultimately may differ from those estimates.Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates arerecognized in the period in which the estimates are revised and in any future periods affected.The accounting judgments, estimates and assumptions, and their application to accounting policies, that have the mostsignificant effect on the amounts recognized in the unaudited condensed consolidated interim financial statements of theCompany are consistent with those outlined in the Company’s annual consolidated financial statements and notesthereto for the year ended December 31, 2011. Page 39
  • 41. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted3. Significant Accounting Policies:These unaudited condensed consolidated interim financial statements are prepared using accounting policies consistentwith the Company’s annual consolidated financial statements and notes thereto for the year ended December 31, 2011.The accounting policies utilized by Management for the Company and its wholly owned subsidiaries have been appliedconsistently to all periods presented in these unaudited condensed consolidated interim financial statements, unlessotherwise indicated.4. Accounting Standards:Future Changes in Accounting PoliciesFinancial InstrumentsIFRS 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 whethera financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach inIFRS 9 is based on how an entity manages its financial instruments in the context of its business model and thecontractual cash flow characteristics of the financial assets. The new standard also requires a single impairment methodto be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on orafter January 1, 2015. The Company is currently evaluating the impact of IFRS 9 on its financial statements.Consolidated Financial StatementsIn May 2011, the IASB issued IFRS 10, Consolidated Financial Statements. This new standard defines the principle ofcontrol and establishes control as the basis for determining which entities are included in consolidated financialstatements. The principle of control is based on three criteria: power over the investee; exposure to variable returnsfrom involvement in the investee; and the ability of the investor to use its power to affect the amount of its returns. Thestandard requires control of an investee to be reassessed when the facts and circumstances indicate that there have beenchanges to one or more of the criteria for determining control. This new standard supersedes the requirements relatingto 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 materialimpact on its financial statements.Joint ArrangementsIFRS 11, Joint Arrangements, was issued by the IASB in May 2011 and is effective for annual periods beginning on orafter January 1, 2013 with early adoption permitted. Under IFRS 11, joint arrangements are classified as either jointoperations or joint ventures. Parties to a joint operation retain the rights and obligations to individual assets andliabilities of the operation, while parties to a joint venture have rights to the net assets of the venture. Any arrangementwhich is not structured through a separate entity or is structured through a separate entity but such separation isineffective such that the parties to the arrangement have rights to the assets and obligations for the liabilities will beclassified as a joint operation. Joint operations shall be accounted for in a manner consistent with jointly controlledassets and operations whereby the Company’s contractual share of the arrangement’s assets, liabilities, revenues andexpenses are included in the consolidated financial statements. Any arrangement structured through a separate vehiclethat does effectively result in separation between the Company and the arrangement shall be classified as a joint ventureand accounted for using the equity method of accounting. Under the existing IFRS standard, the Company has theoption to account for any interests it has in joint ventures using proportionate consolidation or equity accounting. Theextent of the impact of adoption of IFRS 11 has not yet been determined by the Company.Disclosure of Interests in Other EntitiesIn May 2011, the IASB issued IFRS 12, Disclosure of Interests in Other Entities. This new standard requires enhanceddisclosures about an entity’s interest in subsidiaries, joint arrangements, associates and unconsolidated structuredentities. IFRS 12 contains new disclosure requirements for interests the Company has in subsidiaries, jointarrangements, associates and unconsolidated structured entities. Required disclosures aim to provide readers of thefinancial statements with information to evaluate the nature of and risks associated with the Company’s interests in Page 40
  • 42. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise notedother entities and the effects of those interests on the Company’s financial statements. IFRS 12 is effective for theCompany beginning on January 1, 2013. It is expected that IFRS 12 will increase the current level of disclosure relatedto the Company’s interests in other entities upon adoption.Fair Value MeasurementIn May 2011, the IASB published IFRS 13, Fair Value Measurement, which is effective prospectively for annualperiods beginning on or after January 1, 2013. IFRS 13 replaces fair value measurement guidance contained inindividual IFRSs, providing a single source of fair value measurement guidance. The standard provides a framework formeasuring fair value and establishes new disclosure requirements to enable readers to assess the methods and inputsused to develop fair value measurements and for recurring valuations that are subject to measurement uncertainty, theeffect of those measurements on the financial statements. The Company intends to adopt IFRS 13 prospectively in itsfinancial statements for the annual period beginning on January 1, 2013. The extent of the impact of adoption of IFRS13 has not yet been determined.Presentation of Financial StatementsIn June 2011, the IASB issued IAS 1, Presentation of Items of OCI: Amendments to IAS 1 Presentation of FinancialStatements. The amendments stipulate the presentation of net profit and OCI and also require the Company to groupitems within OCI based on whether the items may be subsequently reclassified to profit or loss. Amendments to IAS 1are effective for annual periods beginning on or after July 1, 2012. The Company does not expect the adoption of theamendments to this standard to have a material impact on its financial statements.Investments in Associates and Joint VenturesIn May 2011, the IASB issued amendments to IAS 28, Investments in Associates and Joint Ventures, which areeffective for annual periods beginning on or after January 1, 2013 with early adoption permitted. Amendments to IAS28 provide additional guidance applicable to accounting for interests in joint ventures or associates when a portion of aninterest is classified as held for sale or when the Company ceases to have joint control or significant influence over anassociate or joint venture. When joint control or significant influence over an associate or joint venture ceases, theCompany will no longer be required to re-measure the investment at that date. When a portion of an interest in a jointventure or associate is classified as held for sale, the portion not classified as held for sale shall be accounted for usingthe equity method of accounting until the sale is completed at which time the interest is reassessed for prospectiveaccounting treatment. The Company does not expect the amendments to IAS 28 to have a material impact on thefinancial statements.Offsetting Financial Assets and LiabilitiesIn December 2011, the IASB published Offsetting Financial Assets and Financial Liabilities and issued new disclosurerequirements in IFRS 7 Financial Instruments: Disclosures. The amendments to IAS 32 clarify that an entity currentlyhas a legally enforceable right to set-off if that right is not contingent on a future event, and enforceable both in thenormal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. Theamendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that isequivalent to net settlement. The amendments to IFRS 7 contain new disclosure requirements for financial assets andliabilities that are offset in the statement of financial position, or subject to master netting arrangements or similararrangements. 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. Theseamendments are to be applied retrospectively. The Company does not expect the amendments to IAS 32 to have amaterial 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 bothfinancial and non-financial assets and liabilities. Fair values have been determined for measurement and or disclosurepurposes based on the methods described below. When applicable, further information about the assumptions made indetermining fair values is disclosed in the notes specific to that asset or liability. Page 41
  • 43. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise notedInvestments in Equity SecuritiesThe fair value of the Company’s available-for-sale financial assets is determined by reference to their quoted closingbid price at the reporting date.DerivativesThe fair value of the Company’s forward exchange contracts are estimated based on appropriate price modelingcommonly used by market participants. Such modeling uses discounted cash flow analysis with observable marketinputs including future interest rates, implied volatilities and the credit risk of the Company or the counterparties asappropriate, with resulting valuations periodically validated through third-party or counterparty quotes.Share-based payment transactionsThe fair value of issuances under the Company’s employee share purchase plan, and stock option plan are measuredusing the Black-Scholes option pricing model. Measurement inputs include share price on measurement date, exerciseprice of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expecteddue to publicly available information), weighted average expected life of the instruments (based on historicalexperience and general option holder behavior) and the risk-free interest rate (based on government bonds).6. Inventories and Stockpiled Ore:Details of the Company’s inventories and stockpiled ore are as follows: JUN 30 DEC 31 2012 2011 Gold in-circuit (1) (2) $ 3,176 $ 3,128 Stockpiled ore (1) (2) 1,049 265 Materials and supplies (3) 21,759 9,973 Inventories and Stockpiled Ore $ 25,984 $ 13,366 (1) For the period ended June 30, 2012, depreciation and depletion of $1.1 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 period ended June 30, 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 period ended June 30, 2012. For the year ended December 31, 2011, the Company wrote-down $0.2 million of materials and supplies inventory.7. Investments: JUN 30 DEC 31 2012 2011 Available-for-sale securities, beginning of year $ 2,854 $ 4,328 Disposition of available-for-sale securities (700) (197) Acquisition of available-for-sale securities (1) 146 1,131 Permanent write-down of available-for-sale securities - (74) Unrealized gain (loss) on available-for-sale securities (1,380) (2,334) Available-for-sale securities, end of period $ 920 $ 2,854 (1) The acquisition in 2012 occurred during the first quarter and related to shares in a public company received as part of the Company’s acquisition of St. Eugene Mining. The acquisition in 2011 related to shares in a public company received as settlement for Claude’s disposition of a mineral property interest.At June 30, 2012, the Company reviewed its portfolio of available-for-sale securities in order to assess whether therewas objective evidence of impairment. Factors considered in the Company’s assessment included the length of time Page 42
  • 44. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise notedand extent which to fair value was below cost and current conditions specific to the investment. Utilizing these factors,the Company determined that no portion of the unrealized loss recorded on available-for-sale financial assetsrepresented an impairment.By holding these investments, the Company is exposed to various risk factors including market price risk and liquidityrisk (Note 13).8. Decommissioning and reclamation:The Company’s decommissioning and reclamation costs consists of reclamation and closure costs. Mineral propertyobligations were determined using discount rates ranging from 1.74 to 3.35 percent. Expected undiscounted paymentsof future obligations are $11.1 million over the next 7 to 16 years. Year to date, an accretion expense component of$0.1 million has been charged in the period ending June 30, 2012, augmented by revisions made to thedecommissioning and reclamation costs, resulting in an increase in the overall carrying amount of the provision.Changes to the provision during the period ended June 30, 2012 are as follows: JUN 30 DEC 31 2012 2011 Decommissioning and reclamation provision, beginning of year $ 9,713 $ 4,810 Accretion 94 166 Revisions due to change in estimates and discount rate 41 4,737 Decommissioning and reclamation provision, end of period $ 9,848 $ 9,713As required by regulatory authorities, the Company has provided letters of credit as security for reclamation related tothe 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 providedinvestment certificates in the amount of $2.2 million (December 31, 2011 - $2.2 million).9. Net Royalty Obligation:(a) Royalty AgreementsDuring 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 Companyreceived 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 ofgold produced; these amounts vary over the term of the respective Agreements. A portion of the cash received at theinception of the respective agreements was placed with a financial institution; in return, the Company received arestricted promissory note. Interest earned from the restricted promissory notes and a portion of the principal must beused to fund the expected basic royalty payments during the first ten years of each agreement. Over the life of theroyalty agreements, interest earned and principal from the restricted promissory notes will be sufficient to fund theexpected basic royalty payments.The Company and all of the counterparties have the legal right of offset and the intention to settle on a net basis. Assuch, the Company has presented these transactions on a net basis on the Statements of Financial Position. 2004 2005 2006 2007 Note Agreement Agreement Agreement AgreementRestricted PromissoryNotes Principal Balance (1) (b) 6,863 14,508 36,684 26,055 Interest receivable (1) 205 323 954 678 Interest Rate 6 percent 6 percent 7 percent 7 percent Maturity DEC 10, 2014 FEB 15, 2015 FEB 15, 2016 FEB 15, 2017 Page 43
  • 45. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted 2004 2005 2006 2007 Note Agreement Agreement Agreement AgreementRoyalty Payments Royalty Rate per ounce $13.29 to $24.53 $23.15 to $112.45 $61.59 to $198.95 $35.34 to $147.05 of gold produced (2) Royalty payable (b) 136 290 949 669 (current) (1) Royalty obligation (b) 7,043 14,791 36,745 26,194 payable (long-term) (1)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 $875, $1,075 or $975, $1,175 or $1,250, $1,500 or $1,200 $1,275 $1,375 $1,675 (1) At June 30, 2012. (2) Over the remaining life of the respective agreements.(b) Net Royalty ObligationThe following schedule outlines the different components of the transaction that are presented net on the Company’sconsolidated Statements of Financial Position: JUN 30 DEC 31 2012 2011 Current portion Assets Interest receivable on Restricted promissory notes $ 2,160 $ 4,953 Liabilities Current portion of deferred revenue 1,015 996 Interest payable on royalty obligations 2,044 4,811 $ 3,059 $ 5,807 Net royalty obligation (current) (899) (854) Long-term portion Assets Restricted promissory notes $ 84,110 $ 84,037 Liabilities Deferred revenue 3,073 3,586 Royalty obligation 84,773 84,886 $ 87,846 $ 88,472 Net royalty obligation (long-term) (3,736) (4,435) Net royalty obligation $ (4,635) $ (5,289) Page 44
  • 46. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise notedThe interest income and the indemnity fees received by the Company are being amortized into income over theprepayment period and the life of the respective agreements. The interest income and the indemnity fees are nettedagainst interest expense and are reflected in “Financing expense” on the consolidated statement of income.(c) NPI PaymentIn addition to the royalty, the Company granted a net profit interest (“NPI”) of varying percentages, payable only ifgold prices exceed a pre-determined threshold. Prior to any NPI payment, the Company is entitled to first recover theNPI expenditures (including capital expenditures), working capital, operating losses, interest charges and assetretirement obligations relating to the production of ore at the Seabee Operation. These expenditures are calculated on acumulative basis from the commencement of the individual agreements. At June 30, 2012, the cumulative carry forwardamounts remained in a deficiency position under each of the agreements and no payments are expected during 2012 or2013.(d) Call and PutUnder certain circumstances, a 100 percent owned subsidiary of Claude will have the right to purchase (“Call”) theequity of the holder of the royalties or right to receive the royalties at an amount no greater than the fair market valuethereof at the time of the Call. The Call price will be paid from the balance owing to the Company under thepromissory notes. Under certain circumstances, the purchaser of the royalties will have the right to sell (“Put”) theirinterest 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 Putbeing exercised and completed.10. Loans and Borrowings:This note provides information about the contractual terms of the Company’s interest-bearing loans and borrowings, which aremeasured at amortized cost. For more information about the Company’s exposure to interest rate and liquidity risk, see Note13. JUN 30 DEC 31 2012 2011 Current liabilities Demand loans (a) $ 6,901 $ 896 Current portion of finance lease liabilities (b) 1,762 2,119 Debenture (c) 9,552 - $ 18,215 $ 3,015 Non-current liabilities Finance lease liabilities (b) $ 1,001 $ 1,786 Debenture (c) - 9,452 $ 1,001 $ 11,238(a) Demand LoansTerms and conditions of the Company’s outstanding demand loans are as follows: JUN 30 DEC 31 2012 2011 Demand loan, repayable in monthly payments of $ 410 $ 896 $83,371 including interest at 4.575 percent, due November 2012 Demand loans, repayable in consecutive monthly 6,491 - blended payments of $214,893 including interest at prime plus 1.50 percent, due between January and April 2015 Page 45
  • 47. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted JUN 30 DEC 31 2012 2011 $ 6,901 $ 896The demand loans are secured by a general security agreement covering all assets of the Company.(b) Finance Lease LiabilitiesObligations under finance leases bear interest between 5.4 percent and 8.0 percent per annum, are due from 2013 to2014 and are secured by the leased equipment. The estimated principal repayments on the leases are as follows: 2012 -$1,762; and 2013 - $1,001. Present Value of Interest Future Value of Minimum Lease Minimum Lease Payments Payments JUN 30 JUN 30 JUN 30 2012 2012 2012 Less than one year $ 1,762 $ 103 $ 1,865 Between one and five years 1,001 21 1,022 More than five years - - - $ 2,763 $ 124 $ 2,887 Present Value of Interest Future Value of Minimum Lease Minimum Lease Payments Payments DEC 31 DEC 31 DEC 31 2011 2011 2011 Less than one year $ 2,119 $ 154 $ 2,273 Between one and five years 1,786 58 1,844 More than five years - - - $ 3,905 $ 212 $ 4,117The Company’s finance leases are secured by a general security agreement.(c) DebentureThe debenture bears a 12 percent annual interest rate, is due May 23, 2013 and requires monthly interest only payments. Uponentering into the debenture indenture agreement, debenture holders received warrants in the amount of 10 percent of thedebenture purchase (Note 11). Each warrant entitles the holder to acquire one common share of the Company at an exerciseprice of $1.60 per common share until May 23, 2013. The value of the warrants associated with the debenture on the date ofissuance was $0.6 million.During 2009, the Company repaid $8.3 million of the outstanding debentures, representing principal plus unpaid interestthereon up to the repayment date. During 2011, the Company repaid $0.1 million of the outstanding debentures, representingprincipal plus unpaid interest thereon up to the repayment date. A total of $9.8 million in face value of debentures remainoutstanding at June 30, 2012.The balance of the debentures outstanding is amortized using the effective interest rate method at an effective rate of 14.7percent over the remaining term of the debentures. June 30 DEC 31 2012 2011 Debenture payable, beginning of year $ 9,452 $ 9,344 Amortized cost of debenture redemption - (87) Page 46
  • 48. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted June 30 DEC 31 2012 2011 Amortization of debt issue costs 100 195 Debenture payable, end of period $ 9,552 $ 9,452 Debenture payable, current portion $ 9,552 $ - Debenture payable, long-term portion $ - $ 9,452As at June 30, 2012, the Company’s outstanding debentures are due in less than one year. As such, this balance hasbeen classified as a current liability.The debentures are secured by a general security agreement covering all of the Companys assets, except those subordinated tobank debt.(d) OtherThe Company has a $5.0 million operating line of credit which bears interest at prime plus 1.125 percent; the prime rateat June 30, 2012 was 3 percent. These funds are available for general corporate purposes.11. Share Capital:AUTHORIZEDThe authorized share capital of the Company consists of an unlimited number of common shares and two classes ofunlimited 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 inrespect of dividend payment, dissolution or any other distribution of assets. The other rights, privileges, restrictions andconditions attached to each series of the first preferred shares are fixed by the Board of Directors at the time of creationof 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 eachseries 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 anyother distribution of assets, to receive such assets of the Company as are distributable to the holders of the commonshares.Issue of Shares:During the first half of 2012, the Company issued 338,676 and 75,402 common shares pursuant to the Company’sEmployee Share Purchase Plan and the Company’s Stock Option plan, respectively. The Company also issued anadditional 8,701,255 common shares pursuant to a Plan of Arrangement whereby Claude acquired all of the outstandingcommon shares of St. Eugene Mining Corporation Limited that it did not already own.The Company has the following equity-settled plans:Employee Share Purchase PlanThe ESPP was established to encourage employees to purchase Company common shares. Under the plan, eligible employeesmay contribute up to five percent of their basic annual salary and the Company shall contribute common shares in an amountequal to 50 percent of the employee’s contribution. Shares of the Company are issued to employees based on a weighted averagemarket price over a specific period. The maximum number of common shares of the Company available for issue under thisESPP is five percent of the Company’s common shares outstanding.During the second quarter of 2012, compensation expense of $0.1 million (Q2 2011 - $0.04 million). Year to date, the Page 47
  • 49. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise notedcompensation expense recognized in respect of the ESPP was $0.2 million (YTD 2011 - $0.09 million). This compensationexpense has been included in general and administrative expense in the Consolidated Statements of Income.Stock Option PlanThe Company has established a stock option plan under which options may be granted to directors, officers and keyemployees. The maximum number of common shares available for option under the stock option plan is nine percent of theCompany’s common shares outstanding. Options granted have an exercise price of the Company’s prior day’s closing pricequoted on the TSX for the common shares Claude. All options are settled by physical delivery of shares. Vesting periods ofoptions granted under the Company’s stock option plan vary on a grant by grant basis, at the discretion of the Company’sBoard of Directors. Grants to Employees have a term to expiry of 7 to 10 years and typically have a vesting term of 3 to 5years. Grants to Directors have a term to expiry of 7 to 10 years and vest immediately.Options outstanding under this plan at June 30, 2012 and December 31, 2011 and their weighted average exercise pricesare as follows: Weighted Weighted JUN 30 Average DEC 31 Average 2012 Exercise 2011 Exercise Options Price Options Price Beginning of period 5,484,250 $ 1.57 3,916,737 $ 1.15 Options granted 1,421,290 1.16 2,478,768 2.06 Options exercised (75,402) 0.78 (648,667) 0.75 Options forfeited (91,749) 2.13 (241,876) 1.86 Options expired (30,000) 1.71 (20,712) 1.04 End of period 6,708,389 $ 1.49 5,484,250 $ 1.57The weighted average share price at the date of exercise for share options exercised during the first half of 2012 was$1.02 (December 31, 2011: $1.84).For director and employee options outstanding at June 30, 2012, the range of exercise prices, the weighted averageexercise price and the weighted average remaining contractual life are as follows: Options Outstanding Options Exercisable Weighted Weighted Weighted Average Weighted Average Average Exercise Average ExerciseOption Price Per Share Quantity Remaining Life Price Quantity Remaining Life Price$0.50 - $1.00 864,845 6.41 $0.74 698,179 6.29 $0.77$1.01 - $1.50 2,723,732 6.41 1.20 2,273,232 6.35 1.19$1.51 - $2.00 2,538,000 7.62 1.86 1,459,000 6.61 1.80$2.01 - $2.38 581,812 8.33 2.30 340,205 8.03 2.27 6,708,389 7.03 $1.49 4,770,616 6.54 $1.39The foregoing options have expiry dates ranging from November 29, 2012 to June 1, 2019.The weighted average fair value of stock options granted during the six months ended June 30, 2012 was $1.16 and wasestimated using the Black-Scholes option pricing model with assumptions of a 5.39 year weighted average expectedoption life, a two to four percent expected forfeiture rate, 65 percent to 76 percent volatility (YTD Q2 2011 – 68 percentto 74 percent) and interest rates ranging from 1.1 percent to 1.8 percent (YTD Q2 2011 – 2.2 percent to 3.1 percent).For the period ended June 30, 2012, the compensation expense recognized in respect of stock options was $0.3 million(Q2 2011 - $0.6 million). Year to date, the compensation expense recognized in respect of stock options was $1.0million (YTD 2011 - $0.8 million). This compensation expense has been included in general and administrativeexpenses in the Consolidated Statements of Income. Page 48
  • 50. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise notedThe expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of theCompany’s shares.The Company has the following cash-settled plan:Deferred Share Unit PlanThe Company offers a deferred share unit (“DSU”) plan to non-employee Directors. A DSU is a notional unit thatreflects the market value of a single common share of Claude. 50 percent of each Director’s annual retainer is paid inDSUs. Each DSU fully vests upon award. The DSUs will be redeemed for cash upon a director leaving the Company’sBoard of Directors. The redemption amount will be based upon the weighted average of the closing prices of thecommon shares of Claude on the TSX for the last 20 trading days prior to the redemption date multiplied by the numberof DSUs held by the Director.During the quarter ended June 30, 2012, a total of 41,853 DSUs were granted with a weighted average measurementdate fair value of $1.12 per unit. At June 30, 2012, total DSUs held by participating Directors was 283,791 (December31, 2011 – nil).Year to date, the compensation expense recognized in respect of DSUs was $0.2 million (YTD 2011 - $nil). Thiscompensation expense has been included in general and administrative expenses in the Consolidated Statements ofIncome.Other:Schedule of Warrants OutstandingAt June 30, 2012, there were 2.7 million common share purchase warrants outstanding. Each common share purchasewarrant entitles the holder to acquire one common share of the Company at prices determined at the time of issue. Therange of exercise prices and dates of expiration of the common share purchase warrants outstanding are as follows: Number Number Outstanding at Outstanding at Price Expiry Date December 31, 2011 Granted Expired June 30, 2012$ 1.60 May 22, 2013 1,693,200 - - 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 - 2,716,200 853,594 853,594 2,716,200The warrants granted during 2012 relate to outstanding warrants assumed as part of the St. Eugene acquisitioncompleted in the first quarter.The range of exercise prices and dates of expiration of the common share purchase warrants outstanding at December31, 2011 were as follows: Number Number Outstanding at Outstanding at Price Expiry Date December 31, 2010 Exercised Expired December 31, 2011$ 1.60 May 22, 2013 1,809,500 116,300 - 1,693,200$ 0.83 April 9, 2011 139,321 139,321 - -$ 0.90 November 16, 2012 2,600,000 1,577,000 - 1,023,000$ 1.75 December 30, 2011 6,000,000 - 6,000,000 - 10,548,821 1,832,621 6,000,000 2,716,200 Page 49
  • 51. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted12. Earnings Per Share:Basic earnings per share: Three Months Ended Six Months Ended June 30 June 30 June 30 June 30 2012 2011 2012 2011 Net profit attributable to common shareholders $ 679 $ 5,185 $ 188 $ 7,013 Weighted average number of common shares outstanding (basic) 173,741 155,275 172,111 147,859 Basic net earnings per share $ 0.00 $ 0.03 $ 0.00 $ 0.05Diluted earnings per share: Three Months Ended Six Months Ended June 30 June 30 June 30 June 30 2012 2011 2012 2011 Net profit attributable to common shareholders $ 679 $ 5,185 $ 188 $ 7,013 Weighted average number of common shares outstanding 173,741 155,275 172,111 147,859 Dilutive effect of warrants - 2,166 177 2,495 Dilutive effect of stock options 59 1,795 318 1,966 59 3,961 495 4,461 Weighted average number of common Shares outstanding (diluted) 173,800 159,236 172,606 152,320 Diluted net earnings per share $ 0.01 $ 0.03 $ 0.00 $ 0.0513. 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 futureCompany assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financialmarkets.The Company’s Board of Directors has responsibility to ensure that an adequate financial risk management policy isestablished and to approve the policy.The Company’s Audit Committee oversees Management’s compliance with the Company’s financial risk managementpolicy, approves financial risk management programs, and receives and reviews reports on management compliancewith 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 cashequivalents, receivables, and commodity and currency instruments. The Company limits exposure to credit risk onliquid financial assets through maintaining its cash and cash equivalents and reclamation deposits with high-creditquality financial institutions. Sales of precious metals are to entities considered to be credit worthy, as evaluatedthrough the Company’s risk management program, which includes an evaluation of new and existing customers andquarterly monitoring.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. TheCompany believes operating cash flows will be sufficient to fund the continued exploration at Madsen and Amisk andongoing capital improvements at the Seabee properties for the next twelve months. The Company’s cash is invested in Page 50
  • 52. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise notedbusiness accounts with quality financial institutions and is available on demand.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 derivativeinstrument portfolio, as well as current and expected market conditions. The significant market risk exposures to whichthe Company is exposed are Foreign exchange risk, Commodity price and Interest rate risk. These are discussed furtherbelow:Foreign exchange risk – The results of the Company’s operations are subject to currency risks. The Company’srevenues from the production and sale of gold are denominated in U.S. dollars. However, the Company’s operatingexpenses 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 rateimpact on our cash and cash equivalents, reclamation deposits and debt. In respect to financial liabilities, one of theCompany’s demand loans carries a floating interest rate with the balance of Company debt at fixed interest rates. Whenpossible, the Company will fix its interest costs to avoid variations in cash flows. Due to the greater proportion of fixedrate debt, a one percent change in interest rates would not materially impact earnings or cash flows.Commodity price risk – The value of the Company’s mineral resources is related to the price of gold and the outlookfor this mineral. Gold and precious metal prices historically have fluctuated widely and are affected by numerousfactors outside of the Company’s control, including, but not limited to, industrial and retail demand, central banklending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply anddemand because of speculative hedging activities and certain other factors related specifically to gold. The profitabilityof the Company’s operations is highly correlated to the market price of gold. If the gold price declines below the costof production at the Company’s operations, for a prolonged period of time, it may not be economically feasible tocontinue 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$0.4 million, or $0.00 per share.Fair Value - The Company has various financial instruments comprised of cash and cash equivalents, receivables, shortand long-term investments, restricted promissory notes, reclamation deposits, demand loans, accounts payable andaccrued liabilities, long-term debt, and royalty obligations.For disclosure purposes, all financial instruments measured at fair value are categorized into one of three hierarchylevels, described below. Each level is based on the transparency of the inputs used to measure the fair values of assetsand 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 ofFinancial Position, are as follows: JUN 30 DEC 31 2012 2011 Carrying Estimated Carrying Estimated Value Fair Value Value Fair ValueLoans and receivables Bank indebtedness $1,625 $1,625 - - Cash and cash equivalents - - $2,529 $2,529 Short-term investments (1) - - 33,168 33,168 Page 51
  • 53. Claude Resources Inc.Notes to the Condensed Consolidated Interim Financial StatementsFor the six months ended June 30, 2012 and 2011Expressed in Thousands of Canadian Dollars, except share data or as otherwise noted JUN 30 DEC 31 2012 2011 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Accounts receivable (3) 5,583 5,583 2,714 2,714Available-for-sale financial assets Investments (1) 920 920 2,854 2,854Held-to-maturity Deposits for reclamation costs 2,237 2,237 2,237 2,237Other financial liabilities Demand loans 6,901 6,901 896 896 Accounts payable 11,628 11,628 5,737 5,737 Net royalty obligations 4,635 4,635 5,289 5,289 Debenture (1) 9,552 9,751 9,452 9,751 (1) Based on quoted market prices – Level 1 (2) Based on models with observable inputs – Level 2 (3) At June 30, 2012, there were no receivables that were past due or considered impaired.14. Capital Management:The Company’s objective when managing its capital is to safeguard its ability to continue as a going concern so that it canprovide adequate returns to shareholders and benefits to other stakeholders. The Company defines capital that it manages asthe 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 therisk characteristics of the underlying assets and the Company’s working capital requirements. In order to maintain or adjustthe capital structure, the Company (upon approval from its Board of Directors, as required) may issue new shares throughprivate placements, sell assets or incur debt. The Board of Directors reviews and approves any material transaction out of theordinary course of business, including proposals on acquisitions, major investments, as well as annual capital and operatingbudgets. 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. JUN 30 DEC 31 Interest Maturity 2012 2011Demand loan 4.575% Nov/2012 $ 410 $ 896Demand loans Prime + 1.50% Jan – 6,491 - Apr/2015Debenture 12.00% May/2013 9,552 9,452Total debt $ 16,453 $ 10,348Shareholders’ equity 185,629 172,895Debt to equity 8.86 % 5.99 %The Company is bound by and has met all covenants, if any, on these credit facilities.15. Comparative Figures:Certain prior period amounts have been reclassified to conform to the current period’s financial statement presentation. Page 52

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