Exhibit 99.2

Management’s Discussion and Analysis

The following discussion is a review of the financial position of Claude Resources Inc. (“Claude” or the “Company”) as at June 30, 2009 compared to December 31, 2008, and the results of operations for the three months and six months ended June 30, 2009 compared with the corresponding periods of 2008.  This discussion is the responsibility of Management and the information within this Management’s Discussion and Analysis (“MD&A”) is current to August 7, 2009 (except as otherwise noted).  The Board of Directors reviewed and approved the disclosure presented herein through its Audit Committee.  This discussion should be read in conjunction with the Company’s 2008 annual Management’s Discussion and Analysis and 2008 annual audited consolidated financial statements and notes thereto. All amounts are expressed in Canadian dollars, except where otherwise indicated.

Note To Investors

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

To Convert from Metric	To Imperial	Multiply by
Metres	Feet (ft.)	3.281
Kilometres (km)	Miles	0.621
Tonnes	Tons (2,000 pounds)	1.102
Grams	Troy Ounces	0.032

Overview

Claude Resources Inc. is a gold and oil & natural gas producer with shares listed on both the Toronto Stock Exchange (TSX-CRJ) and the NYSE Amex (NYSE Amex-CGR).  The Company’s entire asset base is located in Canada.  Its main revenue generating asset is the 100 percent owned Seabee gold operation, located in northern Saskatchewan. The Company also has working interests in oil & natural gas wells located in both Saskatchewan and Alberta that are being held for sale.

The Company’s mission is to create significant shareholder value through gold exploration and mining.  Its vision is to be highly valued by all stakeholders for its ability to discover, develop and produce gold in a safe, environmentally responsible and profitable manner.  The Company’s goals include:

• Improving operating margins at the Seabee Camp;

• Increasing its resource base through aggressive exploration programs;

• Strengthening its Balance Sheet and maintaining liquidity; and

• Increasing value to shareholders.

Exploration

At the Madsen property, Claude’s objective is to fully assess the potential for high grade gold mineralization while continuing to de-water the Madsen shaft to provide additional underground access.  The Company’s directionally-assisted underground drill program from the 10th level of the Madsen mine shaft continued during the second quarter.  Underground drilling has confirmed high grade mineralization 450 feet(1) down plunge of historic mine infrastructure as well as the potential for the development of parallel footwall lenses.  Drilling highlights from the second quarter include the completion of a fifth hole which intercepted 0.71 ounces per ton over 11.45 feet (including 1.81 ounces per ton over 4.0 feet)(1).  Shaft dewatering at the Madsen Mine is below the 13th level and is ongoing.  The Company has commissioned a new pump station on the 12th level and expects to be at the 16th level by the end of 2009.

(1)   Historically, Madsen results have been reported in ounces per ton and feet (imperial).

Claude’s gold exploration efforts at the Seabee Camp continue to focus on land positions within trucking distance of the mill: the Santoy 8 and 8E zones, the Porky zones and Seabee Deep.  The Company has submitted environmental studies and permitting required for planned commercial mining of the Santoy 8 and 8E deposits in 2009.  With the approval of Provincial regulators, Claude will move to a 30 day public consultation review in order to identify any additional considerations that may need to be addressed prior to Ministerial approval and project construction.  Recently released results from Claude’s underground drill program at Seabee Deep included 30.6 grams of gold per tonne over 2.5 metres and 14.07 grams of gold per tonne over 3.2 metres true width.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 2

Operations

The Company will continue to focus on the profitability of the Seabee mining operations.  This will be accomplished through a combination of improved grade control, cost controls and developing the production profile at lower cost satellite ore bodies.

Financial Capacity

The Company’s typical cash requirement over the first and second quarters of each year is significant because of the winter ice road resupply for the Seabee Camp; this resupply includes restocking diesel, propane and other large consumables as well as the continued upgrading of the mining fleet and mine infrastructure.  Notwithstanding these annual expenditures, the Company intends to build its cash reserves and maintain access to financial markets to ensure continued funding of exploration efforts and expansion of mining projects.

During the second quarter of 2009, the Company completed a two part offering whereby a total of 8,599,100 units and 5,333,000 flow-through shares were issued at prices of $0.75 and $0.80; gross proceeds from the offering was $10.7 million.  The Company used the proceeds from this offering for general corporate purposes and to reduce interest expense by re-purchasing a portion of its outstanding 12 percent senior secured debentures.

Exploration

At the Madsen property, the Company continued its strategy of resource growth with aggressive exploration during the second quarter, focusing on Phase I of the underground 8 Zone drill program.  In addition to ongoing underground drilling, the Company added a surface drill rig at Madsen during the second quarter.  In preparation for an expanded underground drill program from the 16th level, shaft dewatering continued and is below the 13th level.  Historic data capture, compilation and validation continued with the results anticipated to be released in a National Instrument 43-101 Technical Report during the fourth quarter.

At the Seabee Camp, exploration focused on drill testing, permitting and developing satellite ore bodies to be used as supplemental feed for the Seabee mill.  Building on the 2008 resource upgrade at Santoy 8, the Company continues to move the Santoy 8 project toward commercial production.  The 2009 bulk sampling program at the Porky West deposit is on-going.

All exploration activities were carried out under the direction of Qualified Persons, Brian Skanderbeg, P. Geo., Vice President Exploration and Philip Ng, P. Eng., Vice President Mining Operations.

Madsen Project

The Madsen Property comprises over 10,000 acres (4,000 hectares) and, having produced in excess of 2.4 million ounces, was the third largest gold producer in the Red Lake camp.  Infrastructure includes a fully functional 500 ton per day mill, 4,000 foot deep shaft and permitted tailing facility.

The high grade 8 Zone was discovered in 1969 and produced through to mine closure in 1976 between the 23rd and 27th levels.  Underground mapping and historic documentation identifies a series of high-grade, quartz-vein systems and silicification associated with a complexly-folded package of mafic and ultramafic lithologies. Historic drilling immediately above and below the 27th level, the deepest production level, returned drill intercepts including 0.80 ounces per ton over 14.4 feet, 2.68 ounces per ton over 6.8 feet and 1.25 ounces per ton over 3.0 feet.

Exploration during the second quarter focused on Phase I of the 8 Zone underground drill program.  Initiated in December of 2008 from the 10th level, the planned directional-drilling program included testing of the plunge extension of the 8 Zone within 1,200 feet of infrastructure as well as conceptual targets along the 8 Zone shear system.  The results released to date demonstrate high grade continuity of the 8 Zone system to 450 feet below infrastructure, with all holes returning strong visible gold associated with intensely silicified, biotite-altered basalt.  The system remains open down-plunge and along strike (see Media Releases dated June 29th, 2009: “Claude Resources Intercepts 1.81 oz/ton over 4 feet at Madsen Deep”).  Drilling also suggests the potential for at least one sub-parallell, mineralized structure in the footwall of the 8 Zone.  Given the success of the program, the Company added a surface drill rig with 6,000 foot depth capacity.  The first priority of the surface program is to focus on testing the up-plunge and western strike extension of the 8 Zone.  Surface drilling was initiated in early June and is progressing well.  The program is expected to continue through until year end.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 3

In addition to exploring the 8 Zone system from underground, the Company’s surface program will continue the exploration at the Fork Zone and Starratt Olsen targets.  The Starratt Olsen mine, located approximately 2.2 kilometres south of the Madsen mine, operated from 1948 through 1956, producing approximately 164,000 ounces of gold at 0.18 ounces per ton.  Geologically, the mine is analogous to the Madsen setting, with historic production from replacement-style, ‘tuff’ mineralization and a highly prospective and underexplored footwall mafic-ultramafic package.  Following the discovery of high grade, shear-hosted vein systems associated with the footwall contact of the ultramafic trend, exploration continued on two high priority target areas. Results from the follow-up drilling outlined significant near-surface gold mineralization (see Media Release dated February 10, 2009: “Claude Resources Continues to Intercept near Surface Gold Mineralization at Starratt Olsen, Madsen Property”).  Further drilling at Starratt Olsen is planned in late 2009.

The Fork zone target area is located 1.3 kilometres southwest of the Madsen headframe.  It is host to both replacement style and high grade, vein-hosted mineralization associated with the hanging wall contact of the mafic-ultramafic trend.  Previous drilling shows continuity of several visible gold-bearing vein systems over a strike length in excess of 400 metres (see Media Release April 16, 2008: “Claude Resources Reports Drill Results of 17.32 g/t Au over 10.33 metres”).  Further surface drilling at the Fork Zone is planned in late 2009.

To support further dewatering efforts a new pump station was commissioned on the 12th level.  This new station will accelerate the dewatering rate to approximately four feet per day towards the 16th level.  Shaft dewatering at the Madsen Mine is below the 13th level and is ongoing.

The preparation for a National Instrument 43-101 compliant resource estimate and supporting Technical Report continued throughout the second quarter.   During the second quarter, drillhole data capture and verification was completed, with the present database incorporating in excess of 13,600 historic boreholes.  The Technical Report is anticipated to be completed during the fourth quarter.

Santoy 8 Project

The Santoy 8 and 8E deposits are located approximately 14 kilometres east of the Seabee gold mill and accessed via an all-weather road.  Gold mineralization is hosted in siliceous, skarnified, shear structures with sulfide-chlorite-quartz veins and in silicified granitoid sills.  The mineralized lenses dip moderately to steeply eastward and are interpreted to be amenable to bulk mining techniques.  Gold mineralization of the Santoy 8 ore lens occurs over a strike length of 600 metres, a width of 350 metres and remains open along strike and down plunge to the north.  The Santoy 8E ore lens has been intercepted over a strike length of 200 metres, width of 250 metres and remains open along strike and down plunge to the north.  True thickness of the Santoy 8 and 8E ore deposits varies from 1.5 metres to 30 metres.

During 2008, Claude updated its National Instrument 43-101 compliant mineral resource calculation for Santoy 8 and conducted an economic study to evaluate the portion of mineral resources it plans to mine in the first three years of the Santoy 8 project.  The upgrading of the resource model is the Company's first step in the transition from exploration through bulk sampling to commercial production at the Santoy 8 deposits. 

At December 31, 2008, the mineral reserve at Santoy 8 was 177,300 tonnes at 7.02 grams per tonne, the indicated mineral resources consisted of 545,600 tonnes at 8.98 grams per tonne and the inferred mineral resource was 391,500 tonnes at 8.08 grams per tonne.

The Santoy 8 Power Line Project, which will tie this property to the Provincial power grid, continued during the second quarter of 2009.  Phase One and Phase Two of the project, consisting of the erection of the power line poles and power line installation, have now been completed.  The final phase, which involves the installation and commissioning of the main transformer, is expected to be completed during the second half of 2009.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 4

Claude views the Santoy 8 project as a key driver in the expansion of operations at the Seabee Camp and in lowering operating costs over the next three years.  During the second quarter, the Company submitted the environmental assessments and permitting required for planned commercial mining of the Santoy 8 and 8E deposits in 2009.  Once the approval of Provincial regulators is received, the Company will complete a public consultation review to ensure that all considerations have been addressed prior to Ministerial approval and project construction.

Porky Lake Project

Claude wholly owns the Porky Lake structural zones located approximately three kilometres northwest of its Seabee gold mill.  The Porky Lake West and Porky Lake East (“Pigeon Lake”) gold zones lie on opposite flanks of the large Porky Lake anticline, along a gold-bearing horizon which has been traced intermittently over 7.5 kilometres from the western extent of Porky West zone to the north of the Pigeon Lake zone in the east.  Drill testing from 2002 to 2006 successfully discovered two structural zones of significant mineralization, Porky Main and Porky West.

During 2009, the Company continued to explore the extensive mineralized horizon in the Porky Lake Region. Additional drilling at Porky West that commenced in March 2009 has been completed; the results of this definition drilling have been incorporated into the Company’s 2009 bulk sampling program.  A summer work program on the Porky Lake Region will consist of surface prospecting and geochemical surveys.

As a follow up to a 2006 bulk sample program at the Porky West site, Claude obtained an additional 35,000 tonne bulk sampling permit and, in June 2008, dewatering of the decline and underground development was initiated.  Once preparations were completed, a decline was driven down to access the 75-11 sill and a cut and fill lift is planned on the 65-11 sill during the initial phase of the expanded bulk sampling program.  The 2009 bulk sampling program at the Porky West deposit was initiated during the second quarter and is on-going.  The Company anticipates the completion of this program during the fourth quarter, in conjunction with normal winter freeze up of the Porky Road.

At December 31, 2008, the mineral reserve at Porky West was 81,400 tonnes at 4.29 grams per tonne while the inferred mineral resource at Porky West was 76,000 tonnes at 6.39 grams per tonne. At Porky Main, the indicated mineral resources consisted of 160,000 tonnes at 7.50 grams per tonne and the inferred mineral resource was 70,000 tonnes at 10.43 grams per tonne.

Combined with the Santoy 8 deposits, the potential commercial development of Porky West brings the Company closer to full integration of satellite production into the Seabee central milling complex.

Quality Assurance and Quality Control Procedures

Rigorous quality assurance and quality control procedures have been implemented including the use of blanks, standards and duplicates. Geochemical analyses were submitted to TSL Laboratory in Saskatoon, Saskatchewan, Accurassay Laboratories at Thunder Bay, Ontario and the Seabee minesite lab.  Both external laboratories are ISO approved.  Core samples were analyzed by a 30 gram gold fire assay with an atomic absorption, gravimetric and or screen fire finish.  Intercepts are reported as drilled widths and range from 65 percent to 90 percent of true widths. Composite intervals were calculated using a 3.00 grams per tonne cut-off and may include internal dilution.

2009 Mining Operations

Seabee Operation

For the quarter ended June 30, 2009, Claude milled 51,284 tonnes at a grade of 4.92 grams per tonne (Q2 2008 - 57,984 tonnes at 6.45 grams per tonne).  Sales volume for the quarter was 8,453 ounces of gold compared to 10,751 ounces of gold sold in Q2 2008, a decrease of 21 percent period over period.  Produced ounces for the period decreased by 33 percent to 7,735 ounces from 11,531 ounces in Q2 2008.  During the second quarter of 2009, approximately 10 days of production was interrupted due to planned major maintenance of the Company’s hoist and mill facilities at its Seabee Operation.  While short-term production was negatively impacted by this planned maintenance period, the Company anticipates that future operational risks will be minimized.  Furthermore, the planned maintenance period expedited the continued development of the higher grade 2c stope complex at the Seabee Mine.  Ore from these headings is expected to be processed during the third quarter.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 5

For the six months ending June 30, 2009, Claude Resources Inc. milled 105,474 tonnes at a grade of 5.66 grams per tonne.  Sales Volume was 18,523 ounces of gold (YTD 2008 - 19,570).  Produced ounces were 18,348 (YTD 2008 - 19,953) with mill recoveries of 95.6 percent (YTD 2008 - 95.7 percent).  Produced ounces were less than expected due to lower grade and volume being mined and processed during the quarter as well as the planned maintenance period that was completed in June 2009.  Production was also interrupted in the first quarter of 2009 because of required maintenance on the underground rockbreaker and damage to a remote production scoop that resulted from a fall of ground from the footwall in 9311 block.  Production losses in the first quarter were minimized by accessing lower grade stock piled ore.

During the second quarter, the Seabee Operation completed its annual re-supply over its winter ice road.  Compared to the 2008 ice road, this year’s resupply of diesel, consumables and capital equipment decreased by approximately $3.5 million.

Seabee Operation Q2 2009 Gold Production and Cost Statistics

	Three Months	Three Months	Six Months	Six Months
	June 30	June 30	June 30	June 30
	2009	2008	2009	2008
Tonnes Milled (1)	51,284	57,984	105,474	109,095
Head Grade (grams per tonne)	4.92	6.45	5.66	5.95
Recovery (%)	95.4%	95.9%	95.6	95.7%
Gold Sold (ounces) (2)	8,453	10,751	18,523	19,570
Gold Produced (ounces) (1)	7,735	11,531	18,348	19,953
Operating Expenses (CDN$ thousands)	$6,871	$8,068	$14,607	$14,493
Cash Operating Cost (CDN$ per ounce) (3)	$813	$750	$789	$740
Cash Operating Cost (US$ per ounce) (3)	$696	$743	$654	$735

(1) Includes ounces produced and tonnes milled from Porky Lake bulk samples.

(2) Excludes ounces sold from Porky Lake bulk samples.

(3) For an explanation of the use of non-GAAP performance, please refer to “Non-GAAP Performance Measures”.

During the three months ended June 30, 2009, total mine operating costs decreased 15 percent to $6.9 million from $8.1 million during the same period in 2008.  This result was mainly attributable to the decrease in mined and milled tonnage noted during the second quarter.   For the first half of 2009 the Company reported mine operating costs of $14.6 million, relatively unchanged period over period.

Seabee Mineral Reserves and Mineral Resources

A 35,000 metre surface and underground drill program continued at the Seabee Camp during the second quarter.    The goal of this drill program is to replace 2008 production.  Drilling will evaluate downplunge extensions of the Seabee ore shoots as well as targets east of the present mining areas.  Drill results from the second quarter at Seabee Deep include the following:

• 13.53 grams per tonne of gold over 1.8 metres true width (hole U09-633);

• 23.39 grams per tonne of gold over 1.0 metres true width (hole U09-637);

• 14.07 grams per tonne of gold over 3.2 metres true width (hole U09-639); and

• 13.42 grams per tonne of gold over 2.4 metres true width (hole U09-030).

Drill intercepts from Seabee Deep continue to better define the high grade 2c ore shoot and are very positive for the 2009 exploration program.  The 2c Zone is expected to positively impact the head grade delivered to the Company’s central milling facility at the Seabee Camp as lateral development within and into this higher grade ore shoot continues at an accelerated pace. The Company is also pleased with the initial exploration results in the 19v/2b structure to the east of existing development.

Further sequential drill results of the 2009 underground drill program from the 900 metre level drill station are presented within the Media Release dated July 20, 2009 (“Claude Resources Inc. Intercepts 14.07 Grams of Gold per Tonne over 3.2 Metres True Width”), within the Media Release dated May 19, 2009 (“Claude Resources Inc. Intercepts 14.98 Grams of Gold Per Tonne Over 4.7 Metres True Width”) and within the Media Release dated February 2, 2009 (“Claude Resources Inc. Intercepts 30.6 Grams of Gold per Tonne (Cut) Over 2.5 Metres True Width”).  The Company will utilize the results of its 2009 surface and underground programs to update its Mineral Reserves and Mineral Resources at the Seabee Camp.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 6

The Mineral Reserves and Mineral Resources estimates are conducted under the direction of Qualified Persons, Philip Ng, P.Eng., Vice President Mining Operations and Brian Skanderbeg, P.Geo, Vice President Exploration.

Health, Safety and Environment

For 2009, Management will continue to focus on strengthening its operational team and management systems to improve performance in matters related to health, safety and the environment.  The focus in 2009 is to improve the training and skill sets of our employees.  To this end, the Company has identified appropriate courses developed by experienced professionals in their fields.  Loss control training commenced at the end of June and is expected to continue throughout 2009.  In addition, to further reduce potential risk of inadvertent discharges to the environment, the Company has retained professional engineering firms to conduct external reviews of its facilities, operating processes, procedures, systems and training.

We are pleased to report that during the quarter, Claude held productive discussions with Federal and Provincial regulatory agencies regarding the Environmental Impact Statement on the proposed Santoy 8 Project.  The next milestone for this project will be public consultations with neighbouring communities.

Results of Operations

The Company reports its results of operations based on Canadian Generally Accepted Accounting Principles (“GAAP”).

Financial

For the quarter ended June 30, 2009, the Company recorded a net loss of $3.9 million, or $0.04 per share.  This compares to a net loss of $0.8 million, or $0.01 per share for the same period in 2008.

For the six months ended June 30, 2009, the Company recorded a net loss of $4.9 million, or $0.05 per share.  This

compares to a net loss of $0.3 million, or $0.00 per share, after a $2.2 million non-cash recovery related to income

tax benefits arising from the issuance of flow-through shares, for the comparable period in 2008.

Revenue

Gold revenue from the Company’s Seabee Operation for the quarter ended June 30, 2009 decreased seven percent to $9.1 million from the $9.8 million reported in the second quarter of 2008.  The decrease was a result of a reduction in gold sales volume (Q2 2009 - 8,453 ounces; Q2 2008 - 10,751 ounces) offset by an 17 percent increase in Canadian dollar gold prices realized: Q2 2009 - $1,075 (US $921); Q2 2008 - $915 (US $906).

Gold revenue for the first six months of 2009 increased 14 percent to $20.6 million from $18.0 million reported in the first six months of 2008.  The improvement was a result of a 21 percent improvement in Canadian dollar gold prices realized: YTD 2009 - $1,114 (US $923); YTD 2008 - $918 (US $912) offset by lower gold sales volume (2009 - 18,523 ounces; 2008 - 19,570 ounces).

Expenditures

For the three months ended June 30, 2009, total mine operating costs decreased 15 percent to $6.9 million from $8.1 million for the same period in 2008.  This decrease was mainly attributable to the lower gold sales volume. These operating costs divided by reduced gold sales volume resulted in an eight percent increase in Canadian dollar cash operating cost per ounce: Q2 2009 - CDN $813 (US $696); Q2 2008 - CDN $750 (US $743).

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 7

For the first half of 2009, mine operating costs of $14.6 million were relatively unchanged period over period.  However, total cash cost per ounce increased by seven percent to CDN $789 (US $654) per ounce this year to date from CDN $740 (US $735) per ounce in 2008, a result of lower gold sales volume.

Total Cash Costsper Gold Ounce Sold (1)

	Three months ended				Six months ended
	June 30		June 30		June 30		June 30
	2009		2008		2009		2008
Cash operating cost (CDN$ thousands)	$	6,871	$	8,068	$	14,607	$	14,493
Divided by ounces sold (2)		8,453		10,751		18,523		19,570
Total cash cost per ounce (CDN$)	$	813	$	750	$	789	$	740
CDN$ Exchange Rate		1.1672		1.0100		1.2059		1.0070
Total cash cost per ounce (US$)	$	696	$	743	$	654	$	735

(1) Cash cost per gold ounce sold is a non-GAAP performance measure.   For an explanation of the use of non-GAAP performance, please refer to “Non-GAAP Performance Measures”.

(2) Excludes ounces sold from Porky Lake bulk samples.

Depreciation, Depletion and Accretion

During the second quarter of 2009, depreciation, depletion and accretion was $5.3 million, an 89 percent increase from the $2.8 million reported for the comparable period in 2008.  For the six months ended June 30, 2009, depreciation, depletion and accretion was $9.5 million, a 79 percent increase over the $5.3 million reported in 2008.  These results were due to a higher asset base combined with fewer reserve tonnes at the Seabee Operation.

General and Administrative Expense

For the three months ended June 30, 2009, general and administrative costs of $1.0 million were 23 percent lower than the $1.3 million reported for the comparative period in 2008.  This decrease was attributable to a reduction in legal and consulting expenses associated with the Company’s oil & natural gas operations.  For the first half of 2009, general and administrative costs of $1.9 million were 21 percent lower than the $2.4 million reported for the six months ended June 30, 2008.

Interest and Other

For the quarter ended June 30, 2009, interest and other increased by $0.6 million from the $0.2 million reported during the same period in 2008; year to date, these costs increased by $0.4 million from those reported during the first six months of 2008.  The increases are mainly attributable to the interest paid on the Company’s 12 percent senior secured debentures, partially offset by gains on gold derivative contracts.

Income Taxes

The income tax recovery of $2.2 million noted in the first quarter of 2008 was the estimated income tax benefit arising from the issuance of flow-through shares.  As there were no flow-through shares issued in 2008, there is no similar benefit for 2009.

Liquidity & Financial Resources

At June 30, 2009, the Company had working capital of $12.0 million (December 31, 2008 - $19.2 million).  Included in working capital at June 30, 2009 are the demand loans of $5.7 million (December 31, 2008 - $4.0 million).  These are demand loans and have been classified as current liabilities.  The decrease in working capital is mainly attributable to capital investment at the Company’s Seabee and Madsen properties.

For the quarter ended June 30, 2009, earnings before interest, taxes, deprecation and amortization (EBITDA) (1) was $1.3 million (Q2 2008 - $0.7 million).  For the first half of 2009, EBITDA was $4.1 million (YTD Q2 2008 - ($1.0)).

(1) For an explanation of the use of non-GAAP performance, please refer to “Non-GAAP Performance Measures”.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 8

Working Capital and Current Ratios

in thousands of CDN dollars	June 30		Dec 31		Percent Increase   (Decrease)
	2009		2008		2009			2008
Current assets		34,514		36,719		(6	)		28
Current liabilities		22,483		17,511		28			5
Working capital		12,031		19,208		(37	)		61
Current ratio		1.5		2.1		(29	)		24

The Company’s typical cash requirement over the first and second quarters of each year is significant because of the winter ice road resupply for the Seabee Camp, which includes restocking diesel, propane and other large consumables as well as the continued upgrading of the mining fleet and mine infrastructure.

During the second quarter, the Company completed a private placement for gross proceeds of $10.7 million.  The proceeds of the offering were used general corporate purposes and to repurchase a portion of the Company’s outstanding debentures.

For the last half of 2009 and first half of 2010, the Company believes operating cash flows will not be sufficient to fund the continued exploration at Madsen, ongoing capital improvements at the Seabee properties and the winter 2010 Seabee Operation resupply.  To satisfy these requirements, the Company intends to continue divesting its non- core assets, the proceeds of which may decrease the amount of additional capital to be raised through equity issues.

Investing

Mineral property expenditures during the first six months of 2009 were $14.6 million, a $0.9 million increase from the same period in 2008. Year to date, expenditures were comprised of the following: Seabee Mine development of $4.8 million (Q2 2008 - $4.6 million); exploration costs, focusing primarily on the Madsen exploration project, of $4.9 million (Q2 2008 - $5.2 million); and property, plant and equipment expenditures of $4.9 million (Q2 2008 - $3.9 million). Property, plant and equipment expenditures include mining equipment, camp infrastructure and Madsen dewatering charges.

Financing

During the second quarter, the Company completed a private placement offering whereby a total of 8,599,100 units and 5,333,000 flow-through shares were issued at a price of $0.75 and $0.80, respectively.  Gross proceeds from the offering was $10.7 million.  The units issued included one-half of one transferable common share purchase warrant which entitles the holder to acquire one common share of the Company at a price of $0.90 for a period of 18 months subsequent to the completion of the offering.

Financing activities during the first half of 2009 also included the issuance of 421,056 common shares pursuant to the Company’s Employee Share Purchase Plan.

The $0.4 million increase in Royalty obligations was a result of the accrual of interest expense relating to the Red Mile royalty transactions.

During the second quarter and first half of this year, the Company repaid $0.5 million and $1.0 million of its outstanding demand loans.  Also during the second quarter, the Company added a $2.8 million short-term credit facility with interest only payments that is due December 2009.  The proceeds and repayments of capital lease obligations relate primarily to production equipment.

Capital Structure

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide adequate returns to shareholders and benefits to other stakeholders.  The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.  In order to maintain or adjust the capital structure, the Company may issue new shares, sell assets or incur debt.  The Company is not subject to externally imposed capital requirements.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 9

The Company utilizes a combination of short-term and long-term debt and equity to finance its operations and exploration.  Short-term debt facilities include access to a $3.5 million operating line of credit.

The Capital structure is a follows:

Capital Structure					June 30		Dec 31
in thousands of CDN dollars	Interest			Maturity	2009		2008
Operating line of credit	Prime + 1.25		%		$	3,433	$	-
Demand loan # 1		5.99	%	Feb/2010		755		1,302
Demand loan # 2	Prime + 1.50		%	Aug/2011		2,167		2,667
Demand loan # 3	Greater of 5.00% or Prime + 2.75		%	Dec/2009		2,800		-
Debenture		12	%	May/2013		9,132		16,575
Total debt					$	18,287	$	20,544
Less: cash and cash equivalents						-		8,390
Net debt						18,287		12,154
Shareholders’ equity					$	92,657	$	87,072
Total debt to capital						.20		.14

During the second quarter, the Company completed an offer to purchase a portion of its outstanding 12 percent senior secured debentures.  A total of $8.3 million of these debentures were repurchased by the Company.

Derivative Instruments and Hedging Activities

To mitigate the effects of price fluctuations in revenue, Claude may undertake hedging transactions, from time to time, in respect of the price of gold and foreign exchange rates.

Contractual Obligations

Other than the $4.3 million obligation to expend qualifying Canadian Exploration Expenses, a result of the Company’s April 2009 private placement, there were no significant changes to the Company’s contractual obligations at June 30, 2009 from those reported in the Management’s Discussion and Analysis for the year ended December 31, 2008.

Balance Sheet

The Company’s total assets were $219.3 million at June 30, 2009, compared to $215.4 million at year-end 2008.  The $3.9 million increase is primarily comprised of the following:  a $2.7 million increase in Accounts receivable - attributable to the timing of the sale and receipt of proceeds from the Company’s gold sales; a $5.9 million increase in Inventories and stockpiled ore -a result of the annual winter road resupply whereby the Company purchases large consumable items utilized throughout the year by the Seabee Operation; a $1.1 million increase in shrinkage stope platform costs; a $5.2 million increase in Mineral properties comprised primarily of exploration and mine dewatering costs at the Madsen property; and, offsetting these, an $8.4 million decrease in Cash and cash equivalents mainly due to the annual winter ice road resupply and a $2.8 million decrease in Interest receivable on restricted promissory notes, a result of the interest earned during 2008 being used to satisfy the royalty obligation incurred during 2008.

Total liabilities were $126.6 million at June 30, 2009, compared to $128.4 million at December 31, 2008.  The $1.8 million decrease was attributable to the following:  a $3.4 million increase in Bank indebtedness; an increase of $2.3 million in Accounts payable and accrued liabilities, attributable to the Seabee winter road resupply; a $1.8 million increase in Demand loans, a result of the $2.8 million facility issued during the second quarter offset by repayments; a $0.7 million increase in Other current liabilities; $0.6 million increase in Obligations under capital lease and a $0.4 increase in Royalty obligations.  Offsetting these was a $2.7 million decrease in Interest payable on royalty obligations offset using the interest received from the restricted promissory notes; a $0.5 million decrease in Assets held for sale; a $7.4 million decrease in the Company’s debentures outstanding, a result of the repurchase discussed previously; and a $0.4 million decrease in deferred revenue.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 10

Shareholders’ equity increased by $5.6 million to $92.7 million at the end of the second quarter 2009, from $87.1 million at December 31, 2008. This result is primarily attributable to the following:  an increase in Share capital of $10.1 million relating to the issuance of shares of the Company during the second quarter and a $0.3 million increase in Contributed surplus.  Offsetting these, a $4.9 million decrease in Retained earnings which was due to the loss incurred by the Company during the period.

Selected Quarterly Financial Data

The following table provides summary financial data for the Company’s last eight quarters:

Quarterly Information

	Jun 30			Mar 31			Dec 31		Sept 30			Jun 30			Mar 31		Dec 31			Sep 30
Unaudited ($ millions)	2009			2009			2008		2008			2008			2008		2007			2007
Gold sales		9.1			11.5			12.1		10.9			9.8			8.1		11.0			8.2
Net earnings (loss)		(3.9	)		(1.0	)		2.4		(1.7	)		(0.8	)		0.4		(1.8	)		(1.8	)
Net earnings (loss) per share(1)		(0.04	)		(0.01	)		0.03		(0.02	)		(0.01	)		0.00		(0.02	)		(0.02	)
Average realized gold price (CDN$ per ounce)		1,075			1,146			990		888			915			922		776			720
Average realized gold price (US$ per ounce)		921			920			816		853			906			918		790			689
Ounces sold(2)		8,500			10,100			12,200		12,300			10,800			8,800		14,200			11,400
Tonnes milled(3)		51,300			54,200			61,500		57,800			58,000			51,100		65,500			65,700
Ounces produced(3)		7,700			10,600			13,600		12,000			11,500			8,400		12,200			15,100
Grade processed (grams per tonne)		4.92			6.36			7.09		6.77			6.45			5.37		6.08			7.46
Cash cost per ounce(4) (CDN$ per ounce)		813			768			683		757			750			729		610			591
CDN$/US$ Exchange		1.1672			1.2453			1.2124		1.0418			1.0100			1.0042		0.9818			1.0448

(1)  Basic and diluted, calculated based on the number of shares issued and outstanding during the quarter.

(2)  Excludes ounces sold from Porky Lake 2009 and 2008 bulk samples and Santoy 7 2007 bulk sample.

(3)Includes ounces produced and tonnes milled from Porky Lake 2009 and 2008 bulk samples and Santoy 7 2007 bulk sample.

(4)   For an explanation of non-GAAP performance measures refer to “Non-GAAP Performance Measures”.

The financial results for the last eight quarters reflect the following general trends: relatively constant gold sales over the period notwithstanding Q2 2009 and Q1 2008; improvement in average realized gold prices aided by the weakening Canadian dollar; relatively constant gold production notwithstanding Q2 2009 and Q1 2008; relatively stable grade processed notwithstanding Q2 2009; and increasing cash cost per ounce - a result of increased mine operating costs.

Critical Accounting Estimates

Certain of the Company’s accounting policies require that Management make appropriate 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, 2008, available at www.sedar.com.

Risks and Uncertainties

Risks and uncertainties related to economic and industry factors are described in detail in the Company’s Annual Information Form and remain substantially unchanged.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 11

Key Sensitivities

Earnings from Claude’s Seabee 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 are as follows:

Gold

For a US $10 price 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. For a $0.01 movement in the US$/CDN$ exchange rate, earnings and cash flow will have a corresponding movement of $0.5 million, or $0.00 per share.

Outstanding Share Data

At June 30, 2009, there were 111,465,186 common shares outstanding.   This compares to 97,112,030 shares outstanding as at December 31, 2008.  During the second quarter of 2009, the Company issued 8,599,100 shares pursuant to the private placement completed on April 9, 2009.  An additional 5,333,000 flow-through shares were issued pursuant to this same transaction.  During the first half of 2009, Claude issued 421,056 shares pursuant to the Company’s Employee Share Purchase Program.

In addition, at June 30, 2009 there were 3.9 million director, officer, key employee and consultant stock options and 6.8 million warrants outstanding, with exercise prices ranging from $0.34 to $2.10 per share.  This compares to 3.5 million director, officers, key employee and consultant stock options and $1.8 million warrants outstanding at December 31, 2008 with exercise prices ranging from $0.34 to $2.10 per share.

Assets Held For Sale and Related Operations

During the third quarter of 2008, the Company announced plans to divest of its oil and natural gas assets (see Media Release dated July 14, 2008:  “Claude Resources Inc. - Puts Oil & Natural Gas Assets on the Market”).  As required by Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3475:  Disposal of Long-Lived Assets and Discontinued Operations - the related assets and liabilities have been reported as Assets held for sale and Liabilities related to assets held for sale in separate captions in the unaudited consolidated balance sheets and the related results of operations have been presented as operations held for sale in the unaudited consolidated statements of earnings (loss) and cash flows for all periods presented.  Refer to Note 4 to these unaudited consolidated financial statements for detailed information relating to the operations held for sale.

Provided below is Management’s discussion and analysis as it relates to its oil and natural gas operations:

Net oil, ngls and natural gas revenue for the quarter ended June 30, 2009 decreased 61 percent to $0.7 million from $1.8 million reported for the same period in 2008. During the first half of 2009, oil, ngls and natural gas revenue was $1.0 million, a decrease of 60 percent from the first six months of 2008.  These results were attributable to: the Q4 2008 disposition of the Company’s working interest share in the Edson property; a decrease in petroleum, natural gas prices realized; and normal production declines.

Oil, ngls and natural gas operating costs for the first three months of 2009 decreased 25 percent period over period to $0.3 million (Q2 2008 - $0.4 million).  During the first half of 2009, oil, ngls and natural gas operating costs fell 44 percent to $0.5 million from $0.9 million for the same period in 2008.  Again, this was mainly the result of the divestiture of the Company’s Edson assets which occurred during the fourth quarter of 2008.

Changes in Accounting Policies and Recent Accounting Pronouncements

Refer to Note 2 to these unaudited interim consolidated financial statements for information pertaining to accounting changes effective January 1, 2009.

The following summarizes future accounting policy changes that will be relevant to the Company’s consolidated financial statements subsequent to June 30, 2009:

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 12

Accounting Changes

CICA Handbook Section 1506, Accounting Changes, has been amended to exclude from its scope changes in accounting policies upon the complete replacement of an entity's primary basis of accounting.  The amendment applies to interim and annual financial statements relating to fiscal years beginning on or after July 1, 2009.  The Company does not expect this amendment to have a material impact on its consolidated financial statements.

Financial Instruments

CICA Handbook Section 3862, Financial Instruments - Disclosures, has been amended to include additional disclosure requirements about fair value measurements of financial instruments and to enhance liquidity risk disclosure requirements for publicly accountable enterprises.  The amendments apply to annual financial statements relating to fiscal years ending after September 30, 2009.  The Company does not expect this amendment to have a material impact on its consolidated financial statements.

International Financial Reporting Standards (IFRS)

The Canadian Accounting Standards Board (AcSB) has confirmed that Canadian publicly accountable enterprises will be required to adopt IFRS effective January 1, 2011.  An April 2008 exposure draft issued by the CICA, Adopting IFRS in Canada, makes possible the early adoption of IFRS by Canadian entities.

In January 2008, the United States Securities and Exchange Commission (“SEC”) issued a final rule that would allow some foreign private issuers to use IFRS, without reconciliation to US GAAP.  The Company does not plan to adopt IFRS prior to the CICA mandatory deadline of January 1, 2011.

Although IFRS employs a conceptual framework that is similar to Canadian GAAP, there are significant differences in recognition, measurement and disclosure.  

In order to plan for and to achieve a smooth transition to IFRS, Claude has established a project team to assess the potential impacts of the transition to IFRS.  The project team has developed a detailed plan to ensure compliance with the new standards.  Regular progress reports on the status of Claude’s IFRS implementation project are provided to Senior Management and to the Audit Committee.  A major public accounting firm has been engaged to provide technical accounting advice and project management guidance in the conversion to IFRS.

The Company’s implementation project consists of three primary phases:

• Phase 1: Preliminary Study and Diagnostic.  This phase included performing a high-level impact assessment to identify key areas that may be impacted by the adoption of IFRS.  This analysis resulted in the prioritization of areas to be evaluated in the next phase of the project plan.  The information obtained from the assessment was also used to develop a detailed plan for convergence and implementation.  During phase 1, an analysis was also performed to assess whether information technology systems used to collect and report financial data required modification in order to meet new reporting requirements under IFRS.

• Phase 2: Detailed Component Evaluation.  In this phase, further evaluation of the financial statement areas impacted by IFRS will be completed.  This will involve a more detailed, systematic gap analysis of accounting and disclosure differences between Canadian GAAP and IFRS.  This detailed assessment will facilitate final decisions around accounting policies and overall conversion strategy.  This phase also involves specification of changes required to existing business processes and procedures.

• Phase 3: Implementation and Review.  This phase includes the execution of changes to business processes and procedures impacted by Claude’s transition to IFRS and formal approval of recommended accounting policy changes.  Also included in this phase is the delivery of necessary IFRS training to Claude’s Audit Committee, Board of Directors and staff.  This phase will culminate with the collection of financial information necessary to compile IFRS compliant financial statements, commencing in 2011.

Claude completed the preliminary study and diagnostic phase during the fourth quarter of 2008 and is now in the detailed component evaluation phase.  Claude’s analysis of the areas that may be impacted by the adoption of IFRS has identified a number of differences.  Claude is currently assessing the impact of the adoption of IFRS on its results of operations, financial position and financial statement disclosures.  In addition, Claude continues to assess the impact of the conversion on internal controls over financial reporting and disclosure controls and procedures.  Claude has and will continue to invest in training and resources throughout the transition period.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 13

Non-controlling Interests

Effective January 1, 2011, the Company will be required to adopt CICA Handbook Section 1602, Non-controlling Interests, which with CICA Handbook Section 1601, will supersede the existing business combinations standard.  This section establishes the standards for the accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination.  A non-controlling interest in a subsidiary will be required to be classified as a separate component of equity under this standard.  The Company is reviewing the impact that this standard will have on its consolidated financial statements.

Business Combinations

Effective January 1, 2011, the Company will be required to adopt CICA Handbook Section 1582, Business Combinations, which will supersede the existing business combinations standard.  This section requires assets and liabilities acquired in a business combination, contingent consideration and certain acquired contingencies to be measured at their fair values as of the date of acquisition.  In addition, acquisition-related and restructuring costs are to be recognized separately from the business combination and included in the statement of earnings.  The Company is reviewing the impact this standard will have on its consolidated financial statements.

Financial Instruments - Recognition and Measurement

CICA Handbook Section 3855, Financial Instruments - Recognition and Measurement, has been amended to clarify the application of the effective interest method after a debt instrument has been impaired.  This Section has also been amended to clarify when an embedded prepayment option is separated from its host debt instrument for accounting purposes.  This amendment applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  The Company is reviewing the impact that this amendment will have on its consolidated financial statements.

Non-Gaap Performance Measures

The Company utilizes non-GAAP performance measures as supplemental indicators of operating performance and financial position.  These non-GAAP performance measures are used internally by the Company for comparing actual results from one period to another.  The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Company’s performance and ability to generate cash flow.  Accordingly, such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Earnings Before Interest, Income Taxes, Depreciation and Amortization (EBITDA)

Claude uses EBITDA as a supplemental financial measure of its operational performance.   Management believes EBITDA to be an important measure of its capacity to generate income from operations as it excludes the effects of items which primarily reflect the impact of long-term investment decisions and finance strategies, rather than the performance of the Company’s day-to-day operations.  The Company measures EBITDA as net income before operations held for sale, as reported in accordance with GAAP, plus income taxes, interest expense, and depreciation, depletion and accretion.

The Company believes that this measurement is useful in measuring the Company’s ability to service debt and to meet other payment obligations or as a valuation measurement. The following table provides a reconciliation of the Company’s calculation of EBITDA:

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 14

in thousands of CDN dollars	Three Months			Three Months			Six Months			Six Months
	June 30			June 30			June 30			June 30
	2009			2008			2009			2008
Loss from continued operations		(4,416	)		(1,925	)		(5,454	)		(3,704	)
Income taxes		-			-			-			(2,240	)
Interest and other		353			(194	)		49			(376	)
Depreciation, depletion and accretion		5,316			2,782			9,472			5,338
EBITDA		1,253			663			4,067			(982	)

As compared to net earnings (loss) according to GAAP, EBIDTA is limited in that it does not reflect the periodic costs of certain capitalized assets used in generating revenues, or the non-cash charges associated with impairments and shutdown-related costs, income taxes, gain on sale of long-term investments or interest and other. Management evaluates such items through other financial measures such as capital expenditures and cash flow provided by operating activities.

Cash Operating Cost Per Ounce

The Company reports its operating, depreciation and depletion costs on a per-ounce sold basis, based on uniform standards developed by the Gold Institute.  Management uses this measure to analyze the profitability, compared to average realized gold prices, of its Seabee Operation.  Investors are cautioned that the above measures may not be comparable to similarly titled measures of other companies, should these companies not follow the Gold Institute standards.

Outlook

For 2009, the Company will continue to focus on the following:

i) Advancing the 22,000 metre underground and 10,500 metre surface exploration drill programs at the Company’s 100 percent owned Madsen exploration property with a continuation of the shaft dewatering program;

ii) Complete a National Instrument compliant 43-101 resource estimate and supporting Technical Report at Madsen;

iii) At the Seabee Mine, continue Seabee Mine/Deep exploration and development to increase or sustain reserves and resources;

iv) Further develop satellite deposits at the Seabee Camp, by continuing with an underground bulk sampling program at Porky West and, pending regulatory approval, moving Santoy 8 towards commercial production; and

v) Invest in capital projects and equipment to increase both production and productivity at the Seabee Camp.

Claude’s 2009 production output and operating cost forecast remains unchanged from the first quarter.  Production is expected to be between 46,000 to 48,000 ounces with operating costs of approximately $31.0 to $33.0 million.

Capital is expected to remain at current year levels as a result of added investment at Madsen and the continued upgrades at the Seabee Camp.

For the last half of 2009 and first half of 2010, the Company believes operating cash flows will not be sufficient to fund the continued exploration at Madsen, ongoing capital improvements at the Seabee properties and the winter 2010 Seabee Operation resupply.  To satisfy these requirements, the Company intends to continue divesting its non- core assets, the proceeds of which may decrease the amount of additional capital to be raised through equity issues.

Disclosure Controls And Procedures and Internal Controls Over Financial Reporting

As of June 30, 2009, we evaluated our disclosure controls and procedures as defined in the rules issued by the US Securities and Exchange Commission and the Canadian Securities Administrators.  This evaluation was carried out under the supervision and participation of Management, including the President and Chief Executive Officer and the Chief Financial Officer.  Based on that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.

Claude Resources Inc.

Management’s Discussion and Analysis
(in CDN dollars, except as otherwise noted)  Page 15

No significant changes were made in Claude’s internal controls over financial reporting during the three months ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, Claude’s internal control over financial reporting.

Caution Regarding Forward-Looking Information

This MD&A may contain statements which constitute ‘forward-looking’, including statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities and operating performance of the Company.  The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, or its management, are intended to identify such forward-looking statements.  Investors are cautioned that any such forward-looking statements are not guarantees of future business activities or performance and involve risks and uncertainties, and that the Company’s future business activities may differ materially from those in the forward-looking statements as a result of various factors.  Such risks, uncertainties and factors are described in the periodic filings with the Canadian securities regulatory authorities, including the Company’s Annual Information Form and quarterly and annual Management’s Discussion & Analysis, which may be viewed on SEDAR at www.sedar.com.  Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.  Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended.  The Company does not intend, and does not assume any obligation, to update these forward-looking statements.

Additional Information

Additional information related to the Company, including its annual information form (Form 40F in the US), is available on Canadian (www.sedar.com) and US (www.sec.gov) securities regulatory authorities’ websites.  Certain documents are also available on the Company’s website at www.clauderesources.com.

Claude Resources Inc.