For the three and nine month periods ended ~~June~~September 30, 2015 and 2014, ~~700,000~~1,176,667 and ~~150,000 options were not included above as their impact would be anti-dilutive. For the six month periods ended June 30, 2015 and 2014, 700,000 and 850,000~~750,000, respectively, exercisable options were not included above as their impact would be anti-dilutive.

For the three and ~~six~~nine months ended ~~June~~September 30, 2015, 10,000,000 and ~~Nil~~10,000,000 (Three and ~~six~~nine months ended ~~June~~September 30, 2014 – Nil and Nil) warrants were not included above as their impact would be anti-dilutive.

For the three and ~~six~~nine months ended ~~June 30, 2015 and for the six months ended June~~September 30, 2014, the convertible debentures were not included above as their impact would be anti-dilutive. The Company repaid the convertible ~~debenture was included~~debentures in ~~the calculation for~~July of 2015.

During the three and nine months ended ~~June~~September 30, ~~2014.~~2015, the Company acquired seven and fourteen (Three and nine months ended September 30, 2014 – Nil and Nil) pieces of mining equipment from Komatsu through financing agreements. As at September 30, 2015 and December 31, 2014, the financing agreement balances are as follows:

The ~~Company entered into seven~~terms of the financing ~~agreements with Komatsu Financial during the period for two crawler dozers, two articulated trucks, two excavators and a wheeled dozer. The~~ agreements are as follows:

For the three and nine months ended September 30, 2015, the Company made total down payments of $1,606,452 and $2,525,921 (Three and nine months ended September 30, 2014 - $Nil and $Nil). The down payment consist of the sales tax on the assets and a 10% payment of the pre-tax purchase price. All of the loan agreements are for a term of four years and are secured by the underlying ~~assets.~~

~~GOLDEN QUEEN MINING CO. LTD.~~
~~Notes~~asset. For interest expense relating to ~~Condensed Consolidated Interim Financial Statements~~
~~For~~ the ~~Six Months Ended June 30,~~loan payable see Note 8(iv).

The following table outlines the principal payments to be made for the remaining 2015
~~(Unaudited - US dollars)~~ fiscal year to the end of the 2019 fiscal year:

All financial assets and financial liabilities are recorded at fair value on initial recognition. Transaction costs are expensed when they are incurred, unless they are directly attributable to the acquisition of qualifying assets, in which case they are added to the costs of those assets until such time as the assets are substantially ready for their intended use or sale.

Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. AsThe fair value measurement of ~~June 30, 2015 and December 31, 2014,~~ the ~~Company had embedded derivative liabilities~~financial instruments above use observable inputs in ~~connection with~~option price models such as the ~~Convertible Debenture (Note 7(ii))~~binomial and the ~~warrants issued to the Clay family (Note 7 (iv)).~~black-scholes valuation models.

Certain comparative figures have been reclassified to conform ~~with~~to the financial statement presentation adopted for the current year. The reclassifications had not impact on the net loss, deficit accumulated or the cash flows as previously reported.

Subsequent to ~~June~~September 30, 2015, GQM LLC took possession of two ~~loaders and four 100 ton~~ haul trucks and a water truck, valued at ~~$9.6~~$4.0 million. ~~Shortly after taking possession~~The Company made total payments, tax and a 10% down payment, of ~~the equipment, the Company paid $0.6 million in sales tax. The 10% deposit of $0.9 million had already been paid during the second quarter of 2015.~~$0.7 million. The remaining ~~$8.1~~$3.3 million will be financed over 48 months at an interest rate of ~~4.24%.~~3.90% for the two haul trucks and 0.99% for the water truck.

Subsequent to ~~June~~September 30, 2015, GQM LLC ~~took possession of~~also acquired a ~~dozer,~~blasthole drill valued at ~~$0.2~~$1.1 million. ~~Shortly after taking possession~~A down payment of ~~the equipment, the Company paid $17,550 in sales tax and made a 10% deposit of $23,400. The remaining~~ $0.2 million ~~will be~~was made with the remaining amount being financed over 4836 months at ~~an interest~~a rate of ~~2.99%~~4.40%. The loan agreement has been guaranteed by Golden Queen.

On ~~July 24,~~October 1^st, 2015, the Company ~~repaid~~was to make the quarterly interest payment on the June 2015 loan. In terms with the June 2015 loan agreement, the Company chose to exercise its ~~C$10.0 million ($7.7 million) convertible debenture and accrued~~right to pay in kind by adding the interest ~~of C$200,000 ($153,500).~~

~~On August 10,~~owed on October 1^st, 2015 to the ~~President and Chief Executive Officer~~principal balance of the ~~Company stepped down.~~June 2015 loan. The ~~current Chairman~~principal balance of the ~~Company assumed the role of Interim Chief Executive Officer.~~loan was increased by $1,181,507. The Company also appointed the President and Chief Executive Officer of GQM LLC to the position of Chief Operating Officer. The Company and the former President and Chief Executive Officer entered into a separation agreement as of August 10, 2015, which provides for the terminationprincipal balance of the ~~employment agreement~~loan moving forward will be $38,681,507 and an agreement for the Company to pay six month’s salary commencing from the date of termination. The separation agreement also confirms that as a result of the termination of the employment agreement, the 150,000 bonus shares that were tointerest will be ~~issued upon reaching the commencement of production, will no longer be issuable as that milestone was not met as at the date of termination of the employment agreement.~~calculated on this balance.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion of the operating results and financial condition of Golden Queen Mining Co. Ltd. (“Golden Queen”, “Company”, “we”, “our” or “us”) is as at ~~August 10,~~November 9, 2015 and should be read in conjunction with the unaudited condensed consolidated interim financial statements of the Company for the quarter ended ~~June~~September 30, 2015 and the notes thereto.

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is prepared in accordance with U.S. generally accepted accounting principles and all amounts herein are in U.S. dollars unless otherwise noted.

The Company is developing a gold-silver, open pit, heap leach operation on its fully-permitted Soledad Mountain property, located just outside the town of Mojave in Kern County in southern California. The Soledad Mountain Project (the “Project”) will use conventional open pit mining methods and the cyanide heap leach and Merrill-Crowe processes to recover gold and silver from crushed, agglomerated ore.

The Company closed a joint venture transaction (the “Joint Venture Transaction”) with Gauss LLC (“Gauss”) pursuant to which it sold 50% of its ownership in the Project for an investment of $110 million in September 2014. Gauss is a funding vehicle owned by entities controlled by Leucadia National Corporation (NYSE: LUK) (“Leucadia”) and certain members of the Clay family, a shareholder group which, at the time of the Joint Venture Transaction, collectively owned approximately 27% of the issued and outstanding shares of Golden Queen (the “Clay Group”). Gauss is owned ~~67.5%~~70.51% by Gauss Holdings LLC (“Gauss Holdings”, Leucadia’s investment entity) and ~~32.5%~~29.49% by Auvergne LLC (“Auvergne”, the Clay Group’s investment entity).

Golden Queen Mining Co., Inc. (“GQM Inc.”), a California corporation and the wholly-owned subsidiary of the Company, was converted into a limited liability company, Golden Queen Mining Company, LLC (“GQM LLC”) on September 10, 2014 in preparation for the formation of the Joint Venture. Golden Queen Mining Holdings (“GQ Holdings”), the Company’s wholly-owned subsidiary, now owns a 50% interest in GQM LLC and Gauss holds the remaining 50%.

On June 15, 2015, GQ Holdings and Gauss LLC each made a single capital contribution of $12.5 million to GQM LLC, for an aggregate contribution of $25 million.

The Company started construction of infrastructure-related items during the third quarter of 2013 and expects commissioning of the processing facilities in late 2015.

Please refer to the Company’s Form 10-K dated March 16, 2015 for information on the Project and the Joint Venture Transaction.

Construction progressed on site and proceeded with no incidents to report during the ~~second~~third quarter and to date in the ~~third~~fourth quarter of 2015.

~~Please refer to~~~~Cash used in Investing Activities~~ ~~below for further details on the work done on site.~~

The Company engaged Mine Development Associates (“MDA”) in 2014 to update the Project's geological model from first principles and to provide updated mineral resource estimates. The Company also engaged Norwest Corporation (“Norwest”) and Kappes, Cassiday & Associates (“KCA”) to update the mineral reserve estimates and prepare a feasibility study and economic analysis based upon current information. The updated mineral resource and reserve estimates and results of the feasibility study were disclosed in a news release on February 10, 2015. The Company filed a technical report pursuant to National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) titled “Soledad Mountain Technical Report and Updated Feasibility Study” with an effective date of February 25, 2015 (the “Technical Report”) on the System for Electronic Document Analysis and Retrieval (“SEDAR”) on February 27, 2015 and with the U.S. Securities And Exchange Commission (“SEC”) on March 2, 2015. The Technical Report was prepared by Carl E. Defilippi of KCA, Sean Ennis of Norwest, Michael M. Gustin of MDA and Peter Ronning of New Caledonian Geological Consulting, each of whom is a Qualified Person and independent of the Company pursuant to NI 43-101.

Please refer to the Company’s news release dated February 10, 2015 and Form 10-K dated March 16, 2015 for further details on the Technical Report and updated feasibility study.

The Center for Biodiversity Petition to List the Mojave Shoulderband Snail as an Endangered Species

On January 31, 2014, the Center for Biological Diversity (“CBD”) filed an emergency petition (the "Petition") with the United States Fish and Wildlife Service ("USFWS") asking the USFWS to list the Mohave Shoulderband snail as a threatened or endangered species. Citing a report published more than 80 years ago, the Petition claims that the snail exists in only three places, and that most of the snail habitat occurs on Soledad Mountain, where the Company is developing the Project.

The Company worked with its environmental and legal advisors to prepare a detailed response to the petition, which was filed with the USFWS on March 31, 2014. The Company’s response is available on the Company’s website at www.goldenqueen.com.

On April 22, 2014, the Company learned that the USFWS had determined that there is no emergency to justify listing the Mohave Shoulderband snail as threatened or endangered under the Endangered Species Act of 1973, as amended. The USFWS reviewed the petition filed by the CBD and concluded that there was no imminent threat to the snail that would cause them to believe an emergency listing was required.

Even though an emergency listing was not warranted, the USFWS is required by the Endangered Species Act to continue processing the Petition. On April 10, 2015, the USFWS announced the commencement of a 60-day public comment period as part of its decision to study the merits of the assertions made in the Petition. As of the date of August 10, no update has been provided. As the USFWS stated in its notice, taking this step does not mean that a listing will be justified at the end of the 12-month study period.

The Project has received all necessary regulatory approvals. The decision by the USFWS to proceed with a study does not affect the Project’s regulatory approvals or prevent the Project from moving forward.

During the second quarter of 2014, the Company filed a complaint with the National Labor Relations Board (the “NLRB”) against the Building and Construction Trades Council of Kern, Inyo, and Mono Counties (the “Union”). The complaint was in response to action taken by the Union related to a 1997 project labor agreement (the “PLA”) that the Company believes is not applicable to the current Project and, in any event, unenforceable under federal labor law.

The NLRB informed the Company that the NLRB’s General Counsel had found in favor of the Company in the above matter in early October 2014. The NLRB issued a complaint against the Union with the NLRB in the role of prosecutor. In the case the NLRB Region 31 will be acting as a representative of the NLRB General Counsel and will be prosecuting this unfair labor practice charge against the Union.

A Field Attorney for the NLRB reported that he had his first substantive conversation with legal counsel for the Union on December 4, 2014. The Field Attorney explored the possibility of a settlement whereby the Union would agree not to enforce the 1997 PLA. Legal counsel for the Union indicated that they were not interested in a settlement because the Unions believed that the PLA was lawful and enforceable. The Field Attorney then asked the Company’s legal counsel about the possibility of a “non-Board” settlement, meaning a settlement between the Company and the Union. Our legal counsel’s response was that we had made several attempts to settle this issue and a likelihood of a settlement at this point was low.

A hearing before a United States Administrative Law Judge was held in Los Angeles from June 24 to June 26, 2015. The various parties that attended the hearing ~~are preparing~~prepared briefs that ~~are due to be~~were submitted to the Judge on ~~or before~~ September 18^th, ~~2015~~2015.

We received notice that a complaint was filed on April 22, 2015 in United States District Court, District of Massachusetts seeking recovery pursuant Section 16(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), of alleged short-swing trading profits. The complaint was filed by Ryan T. Darby, as plaintiff, and named Landon T. Clay, a shareholder of the Company (“Clay”), and the Company as defendants. The plaintiff alleges that Mr. Clay realized short-swing profits in connection with transactions in Company securities within a period of six months. There can be no assurance that the Company will receive any funds as a result of this suit. Although the Company is only a nominal defendant in this action, time and money may be required to resolve it. The Company is unable to predict the timing or outcome of this litigation. Each of Mr. Clay and the Company believes that the allegations are without merit and intend to vigorously defend against the claims.

In conjunction with the June 2015 Loan, as defined elsewhere herein, the Company agreed to indemnify the Clay Group and their affiliates for up to $350,000 in legal expenses (not damages) incurred in defense of complaints brought against the lenders and their affiliates by shareholders of the Company under Section 16 of the Exchange Act. The legal fees reimbursed by the Company currently amount to ~~$16,638.~~$53,723. Please refer to theTransaction with Related Parties section for further details on the June 2015 Loan.

On August 10, 2015, the President and Chief Executive Officer of the Company stepped down. Mr. Thomas M. Clay, the current Chairman of the Company, assumed the role of Interim Chief Executive Officer. The Company also appointed the President and Chief Executive Officer of Golden Queen LLC to the position of Chief Operating Officer. The Company and the former President and Chief Executive Officer entered into a separation agreement as of August 10, 2015, which provides for the termination of his employment agreement and an agreement for the Company to pay six month’s salary commencing from the date of termination. The separation agreement also confirms that the 150,000 bonus shares that were to be issued upon reaching the commencement of production will no longer be issuable as that milestone was not met as at the date of termination of the employment agreement.

The following are the results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2015, and the corresponding periods ended ~~June~~September 30, 2014.

The Company had no revenue from operations during the three and ~~six~~nine months ended ~~June~~September 30, ~~2015.~~2015 and the corresponding periods ended September 30, 2014.

The Company incurred general and administrative expenses of ~~$1,991,215~~$672,738 and ~~$2,730,747~~$3,403,486 during the three and ~~six~~nine months ended ~~June~~September 30, 2015 as compared to ~~$2,081,950~~$1,119,216 and ~~$3,147,208~~$4,266,435 for the same periods in 2014. Costs were lower by ~~$90,735~~$446,478 and ~~$416,461~~$862,949 for the three and ~~six~~nine months ended ~~June~~September 30, 2015 when compared with the same periods in 2014. The reasons for the variance in costs are highlighted below.

The following significant general and administrative expenses were incurred during the ~~six~~nine months ended ~~June~~September 30, 2015 with a comparison to costs incurred during the same period in 2014:

The following significant general and administrative expenses were incurred during the three ~~month~~months ended ~~June~~September 30, 2015 with a comparison to costs incurred during the same period in 2014:

The Company experienced ~~an unrealized~~a net foreign exchange ~~loss~~gain of ~~$94,424~~$319,600 and a gain of ~~$467,088~~$786,688 during the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively, as compared with a ~~loss~~gain of ~~$196,168~~$300,989 and ~~$21,532~~$279,457 for the same periods in 2014. The net foreign exchange gain is made up by realized and unrealized gains and losses related to the Company’s convertible debentures, Canadian expenditures and the Canadian balances of cash and accounts payable. The net foreign exchange gain was ~~mostly related to~~mainly the result of the gain realized on the convertible debentures, which ~~are~~were denominated in Canadian dollars while the Company’s functional currency is the US dollar. The exchange rate, stated in Canadian dollars per one US dollar, moved from $1.16 as of December 31, 2014 to ~~$1.25~~$1.33 on ~~June~~September 30, 2015.

For the three and ~~six~~nine months ended ~~June~~September 30, 2015, the Company incurred a total interest expense of ~~$1,070,111~~$981,390 and ~~$2,017,864,~~$2,999,254, respectively (three months ended ~~June~~September 30, 2014 - ~~$264,120, six~~$208,126, nine months ended ~~June~~September 30, 2014 - ~~$955,417)~~$1,163,543) related to its various loans and its convertible debentures. The increase was mainly due to the amortization of the discounts and the interest payable related to the convertible debentures, ~~and~~ the December 2014 ~~loan.~~loan and the June 2015 Loan. Please refer to theTransaction with Related Parties section for a complete breakdown of the interest ~~expense~~expenses as there was a portion of the interest capitalized to mineral property interests.

The amount of the Company’s derivative liability includes the convertible debentures and the warrants issued in conjunction with the June 2015 Loan. The Company recorded ~~a decrease~~an increase in the derivative liability including foreign exchange of ~~$2,568,849~~$598,770 as a result of ~~a decrease~~an increase in the Company’s share price during the three months ended ~~June~~September 30, 2015 as compared to a decrease of ~~$1,634,681~~$2,861,314 for the same quarter in 2014. For the ~~six~~nine months ended ~~June~~September 30, 2015, the Company recorded a decrease in the derivative liability including foreign exchange of ~~$2,467,100,~~$1,868,329, of which ~~$1,817,356~~$1,829,770 relates to the convertible debentures and ~~$649,744~~$38,559 relates to the share purchase warrants, as a result of a decrease in the Company’s share price during the ~~six~~nine months ended ~~June~~September 30, 2015 as compared to an increase of ~~$4,112,695~~$1,251,381 for the same period in 2014, all of which is related to the convertible debentures. The convertible debenture was repaid in July 2015 and therefore there is no related derivative liability as of ~~June~~September 30, ~~2015 and as of June 30, 2014 is the result of the convertible debenture having a conversion price denominated in Canadian dollars as well as the fact that the final conversion price is not fixed.~~2015. These derivative liability changes are a non-cash item and were recorded in accordance with accounting pronouncement ASC 850-40-15. Refer to Note 78 of the unaudited condensed consolidated interim financial statements for a detailed analysis of the changes in fair value of the derivative liability.

Interest income of ~~$52,383~~$49,805 (2014 - ~~$5,546)~~$18,940) was higher during the three months ended ~~June~~September 30, 2015 as compared with the same period in 2014 due to higher cash balances in 2015. For the ~~six~~nine months ended ~~June~~September 30, 2015, interest income was ~~$118,525~~$168,330 (2014 - ~~$14,838)~~$33,778), significantly higher than the same period in 2014 due to higher cash balances. Interest rates remained low during the quarter and are projected to remain low for the remainder of 2015.

The Company recorded a net and comprehensive loss of $1,379,265*$1,924,167* and $2,815,451*$4,739,168* (or ~~$0.01~~$0.02 and ~~$0.03)~~$0.05) loss per basic share) during the three and ~~six~~nine months ended ~~June~~September 30, 2015 respectively, as compared to net and comprehensive loss of ~~$705,843~~$1,811,843 and ~~$8,200,482~~$10,012,336 (or ~~$0.01~~$0.02 and ~~$0.08~~$0.10 loss per basic share) during the same periods of 2014. The difference between the three and nine months ended ~~June~~September 30, 2015 and 2014 is mainly due to ~~an increase~~the costs associated with the Joint Venture Transaction in the third quarter of ~~interest expenses~~2014. During the nine months ended September 30, 2014, the Company had significantly higher accounting and legal costs that were associated with the Joint Venture Transaction. In addition, there were closing and transaction fees that totaled $4,525,000 during the nine months ended September 30, 2014 as compared with $1,500,000 in closing fees ~~paid~~ during the ~~second quarter of~~same period in 2015. The difference between the six months ended June 30, 2015 and the six months ended June 30, 2014 is mainly due to the significant increase in the derivative liability recorded during the second quarter of 2014, higher general and administrative expenses during the second quarter of 2014, partly off-set by higher interest expenses during the second quarter of 2015.

For the quarters illustrated in the above table, the main ~~reason~~reasons for the significant fluctuations in net income (loss) between periods ~~has been the result of~~are the fluctuations in the Company’s derivative ~~liabilities.~~ liabilities and the costs related to the Joint Venture Transaction, as explained above. The Company’s derivative liabilities are a function of the Company’s stock price against the instruments strike price and the exchange rate between the Canadian dollar and the US dollar. As the stock price rises, the derivative liabilities increase resulting in the Company recognizing losses. When the stock price decreases, the Company recognizes gains.

For fiscal 2015, the Company experienced a loss related to its derivative liabilities in the amount of $101,749 (2014 – Loss of $5,747,376) in the first quarter whereas it recorded a gain of $2,568,849 (2014 – Gain of $1,634,681) during the second quarter. The second quarter gain was however off-set by higher interest expenses and a one-time closing fee of $1,500,000 paid in connection with the June 2015 Loan. In the third quarter of 2015, the Company experienced a loss of $598,770 (2014 – Gain of $2,861,314) related to the derivative liabilities. Adding to the losses for the three months ended September 30, 2015 was the interest expense and amortization of the discount on the June 2015 loan and the convertible debenture and the interest expense related to the Komatsu loans. The total charge for the three months ended September 30, 2015 was$1,538,297. The third quarter of 2015 was the first full quarter in which the June 2015 loan was outstanding.

For fiscal 2014, the Company experienced a significant loss related to its derivative liabilities in the amount of $5,747,376 (2013 – Gain of $611,949) in the first quarter whereas the second, third and fourth quarters of 2014 resulted in gains of $1,634,681 (2013 – Gain of $1,672,861), $2,861,314 (2013 – Gain of $475,862) and $2,255,598 (2013 – Gain of $2,624,988), respectively. The Company’s derivative liabilities are a function of the Company’s stock price against the instruments strike price. As the stock price rises, the derivative liabilities increase resulting in the Company recognizing losses. When the stock price decreases, the Company recognizes gains. In addition to the derivative liabilities, the Company also incurred in 2014 a commitment fee of $2,250,000 (2013 - $Nil) and a Joint Venture Transaction fee of ~~$2,750,000~~$2,275,000 (2013 - $Nil) in the third quarter of fiscal 2014 that were meaningful contributing factors to the significant loss recognized in that quarter. Both fees were one-time fees not previously incurred in earlier quarters or to be incurred in future quarters.

In general, the results of operations can vary from quarter to quarter depending upon the nature, timing and cost of activities undertaken during the quarter, whether or not the Company incurs gains or losses on foreign exchange or grants stock options, and the movements in its derivative liability.

Please refer to theResults of Operationssection above for the results of operations for the three and ~~six~~nine months ended on ~~June~~September 30, 2015.

The Company has provided reclamation financial assurance to the Bureau of Land Management, the State and Kern County and a reasonably foreseeable release financial assurance to the Lahontan Regional Water Quality Control Board (the “Regional Board”) totaling $902,382 (December 31, 2014 - $553,329; ~~June~~September 30, 2014 - ~~$478,739)~~$563,105).

The total asset retirement obligation as of ~~June~~September 30, 2015 is ~~$902,382 (December~~$902,382(December 31, 2014 - $624,142; ~~June~~September 30, 2014 - $552,250).

The Company estimated its asset retirement obligations based on its understanding of the requirements to reclaim and clean-up its property based on its activities to date. During the ~~three and six~~nine months ended ~~June~~September 30, 2015, there was an increase of $278,240 to the retirement obligations as compared with the year ended December 31, 2014, where $71,892 was capitalized to mineral property interests as the asset portion of the retirement obligation. ~~The amount was capitalized as the Company is in the development stage and is capitalizing all of its development costs pursuant to our policy.~~

The Company has provided reclamation financial assurance to the Bureau of Land Management, the State and Kern County totaling $624,142 (December 31, 2014 - $553,329; ~~June~~September 30, 2014 - ~~$478,739)~~$563,105). This deposit earns interest at 0.2% per annum and is not available for working capital purposes. The increase in the deposit in 2015 was to ensure the reclamation financial assurance covers the asset retirement obligation for 2015.

The financial assurance increased to $624,142 in 2015 based upon the anticipated work done on site in 2015 and recorded this anticipated obligation as at December 31, 2014. The estimate was submitted to the State Office of Mine Reclamation for review and was subsequently approved by the Kern County Engineering, Surveying & Permit Services Department.

In addition to the above, the Company is required to obtain and maintain financial assurance for initiating and completing corrective action and remediation of a reasonably foreseeable release from the Project’s waste management units as required by the Lahontan Regional Water Quality Control Board (the “Regional Board”). The reclamation estimate for 2015 is $278,240 (December 31, 2014 - $Nil).

The Company continues to make property rent payments to landholders and paid ~~$60,167~~$68,706 in cash for the ~~six~~nine months ended ~~June~~September 30, 2015, as compared to ~~$75,500~~$116,436 in cash and $24,480 in common shares of the Company during the same period in 2014. The overall payments during the year are expected to decrease from approximately $184,000 in fiscal 2014 to approximately $140,000 in fiscal 2015 as the Company has been buying back royalty interests. The Company is in ongoing discussions with landholders and has made offers to buy back royalty interests. As of ~~June~~September 30, 2015, ~~$544,432 paid in~~$552,971 of cumulative property rental payments ~~was~~were capitalized to mineral properties.

As of ~~June~~September 30, 2015, GQM LLC has entered into contracts for construction totaling approximately ~~$58.0~~$60.3 million of which ~~$26.2~~$10.9 million remains to be paid. The major commitments relate to the construction of the crushing-screening plant for $18.1 million, the construction of the Phase 1, Stage 1 heap leach pad for ~~$8.3~~$8.4 million, the construction of the conveying and stacking system for $8.2 million and work related to the Merrill-Crowe plant equipment for ~~$7.1~~$7.2 million. The commitments are expected to be paid out in 2015. GQM LLC made approximately ~~$4.0 million~~$4.0million in additional construction commitments subsequent to ~~June~~September 30, 2015.

In addition, GQM LLC committed, as of ~~June~~September 30, 2015, to ~~$16.6~~$20.6 million of Komatsu mobile mining equipment with Road Machinery ~~LLC. As~~LLC, of ~~June 30, 2015, GQM LLC~~which $16.7 million has been received ~~the water truck, a motor grader, three dozers, two articulated trucks and two excavators valued at approximately $6.8 million~~ (see Note 1011 of the unaudited condensed consolidated interim financial statements for more details). Please refer to ~~Note 14 of the unaudited condensed consolidated interim financial statements~~Subsequent Events section below for additional commitments entered into by the Company subsequent to ~~June~~September 30, 2015.

GQM LLC’s contractual obligations as of ~~June~~September 30, 2015 are shown in the table below:

GQM LTD’s contractual obligations as of September 30, 2015 are shown in the table above are for GQM LLC. As of June 30, 2015, the Company’s obligations also include a C$10 million convertible debenture and the $37.5 million June 2015 Loan. The convertible debenture is due in July 2015 (Paid subsequent to June 30, 2015) and the June 2015 Loan is due in December 2016. Please refer to the~~Transactions with Related Parties~~ ~~section for complete details.~~below:

The Company’s current stock option plan (the “Plan”) was adopted by the Company in 2013 and approved by shareholders of the Company in 2013. The Company also adopted a house keeping amendment to the plan on April 27, 2015 to clarify the procedure for fixing the ~~earlier~~early termination date of stock options. The Plan provides a fixed number of 7,200,000 common shares of the Company that may be issued pursuant to the grant of stock options. The exercise price of stock options granted under the Plan shall be determined by the Company’s board of directors (the “Board”), but shall not be less than the volume-weighted, average trading price of the Company’s shares on the Toronto Stock Exchange (the “TSX”) for the five trading days immediately prior to the date of the grant. The expiry date of a stock option shall be the date so fixed by the Board subject to a maximum term of five years. The Plan provides that the expiry date of the vested portion of a stock option will be the earlier of the date so fixed by the Board at the time the stock option is awarded and the early termination date (the “Early Termination Date”). The Early Termination Date will be the date the vested portion of a stock option expires following the option holder ceasing to be a director, employee or consultant, as determined by the Board at the time of grant, or in the absence thereof at any time prior to the time the option holder ceases to be a director, employee or consultant, in accordance with and subject to the provisions of the Plan. All options granted under the 2013 Plan will be subject to such vesting requirements as may be prescribed by the TSX, if applicable, or as may be imposed by the Board.

The Company granted 50,000 stock options to a consultant of the Company on April 19, 2010. The options ~~are~~were exercisable at a price of $1.22 per share for a period of 5 years from the date of grant. The options expired unexercised on April 19, 2015.

During the quarter ended June 30, 2013, the Company granted 300,000 options to an officer of the Company, on June 3, 2013. The options are exercisable at a price of $1.16 for a period of five years from the date of grant and vest over a period of 18 months with 100,000 vesting in 6, 12 and 18 months respectively. During the fourth quarter of 2014, the officer resigned and as a result, 100,000 unvested stock options were forfeited. The remaining 200,000 remain outstanding with an accelerated expiration date of November 11, 2015. The Company also granted 50,000 stock options to a consultant of the Company on June 3, 2013. The options are exercisable at a price of $1.16 for a period of five years from the date of grant and vest immediately.

During the quarter ended September 30, 2013, the Company granted 300,000 options to Ms. Andrée St-Germain, the Company’s Chief Financial Officer, on September 18, 2013. The options are exercisable at a price of $1.26 for a period of five years from the date of grant and vest over a period of 12 months with 100,000 vesting on the date of grant, 100,000 vesting in 6 and 12 months respectively. The Company also granted 150,000 stock options to the Company’s independent directors on September 4, 2013. The options are exercisable at a price of $1.59 for a period of five years from the date of grant and vest immediately.

The Company did not grant options during the quarters ended December 31, 2013, March 31, 2014, June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015.

The Company granted the aggregate amount of 430,000 options on September 8, 2015 to the Company’s directors. The options are exercisable at a price of $0.58 for a period of five years from the date of grant and vest immediately. At the same time, the Company granted 140,000 options to Ms. Andrée St-Germain at an exercise price of $0.58. The amount of 46,666 options vest immediately, 46,667 options vest 12 months from the grant date, and a further 46,6667 options vest 24 months from the grant date. The Company recorded stock-based compensation of $155,203 in the third quarter of 2015 related to the issuance of the stock options.

A total of ~~700,000 (700,000~~1,270,000 (1,176,666 exercisable) (December 31, 2014 – 750,000 (750,000 exercisable); ~~June~~September 30, 2014 – 850,000 ~~(650,000~~(750,000 exercisable)) common shares were issuable pursuant to such stock options as at ~~June~~September 30, 2015.

Except as noted elsewhere in ~~these condensed consolidated interim financial statements,~~this Form 10-Q, related party transactions are disclosed as follows:

For the three and ~~six~~nine months ended ~~June~~September 30, 2015, the Company paid ~~$12,378~~$Nil and $201,312 respectively (2014 - ~~$39,032~~$42,417 and ~~$84,059)~~$126,476) to Mr. H. Lutz Klingmann for services as President of the Company, of which $Nil (December 31, 2014 - $Nil; ~~June~~September 30, 2014 - ~~$13,797)~~$13,811) is payable as at ~~June~~September 30, 2015. Included in the consulting fees for the ~~six~~three and nine months ended ~~June~~September 30, 2015 was $Nil and $151,428 ~~(six~~(nine months ended ~~June~~September 30, 2014 - $Nil) related to 150,000 bonus shares issued in accordance with Mr. Klingmann’s management agreement (Refer to Note 67 – Commitments and Contingencies of the unaudited condensed consolidated interim financial statements). On May 1, 2015 Mr. Klingmann became an employee of the Company and his salary, ~~since that~~to August 10, 2015, the date he ceased to be an employee, is included under corporate salary expenses. Please refer toManagement Changes above for additional changes in management.

During the three and ~~six~~nine months ended ~~June~~September 30, 2015, the Company paid a total of ~~$18,414~~$44,732 and ~~$36,852~~$81,584, respectively (2014 - ~~$11,815~~$11,640 and ~~$23,439,~~$35,079, respectively) for regular director fees to the three independent directors and Thomas M. Clay. ~~Mr. Clay did not receive directors’ fees during the three and six months ended June 30, 2014.~~

On July 26, 2013, the Company entered into agreements to issue convertible debentures for aggregate proceeds of C$10,000,000 ($9,710,603), ~~from~~to a significant shareholder group. The convertible debentures are unsecured and bear interest at 2% per annum, calculated on the outstanding principal balance, payable annually. The principal amounts of the notes are convertible into shares of the Company at a price of C$1.03 per share for a period of two years. If the notes ~~have~~had not been converted by the holder prior to the maturity date, then the Company ~~may convert~~could have converted them at the lower of C$1.03 or the market price as at the maturity date.

The market price on the maturity date will be determined based on the volume- weighted average price of the shares traded on the Toronto Stock Exchange for the five trading days preceding the maturity date.

A total of C$7,500,000 of the offering was subscribed for by an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $10,049.

The conversion feature of the convertible debentures meets the definition of a derivative liability instrument because the conversion feature is denominated in a currency other than the Company’s functional currency as well as the fact the exercise price is not a fixed price as described above. Therefore, the conversion feature does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15.

As a result, the conversion feature of the notes is required to be recorded as a derivative liability recorded at fair value and marked-to-market each period with the changes in fair value each period being charged or credited to income or loss.

The Company elected to repay the convertible debenture rather than convert into common shares in the Company. The convertible debenture were repaid in full on July 24, 2015.

The fair value of the derivative liability related to the conversion feature as at ~~June~~September 30, 2015 is ~~$12,414 (March 31, 2015~~$Nil (September 30, 2014 - ~~$1,931,519;~~$4,085,368; December 31, 2014 - $1,829,770). The derivative liability was calculated using an acceptable option pricing valuation model with the following assumptions:

The changes in the derivative liability related to the conversion feature are as follows:

During the three and ~~six~~nine months ended ~~June~~September 30, 2015, in addition to the amortization of the discount on the convertible debenture, the Company incurred interest expense of ~~$40,301~~$14,321 and ~~$80,586,~~$94,907, respectively ~~(three~~(Three and ~~six~~nine months ended ~~June~~September 30, 2014 - ~~$45,799~~$45,543 and ~~$91,516~~$137,059, respectively) based on the 2% per annum stated interest rate for a total amortization of discount and interest expense of ~~$882,982~~$276,524 and ~~1,671,137~~$1,947,661 for the three and ~~six~~nine months ended ~~June~~September 30, 2015 ~~(three~~(Three and ~~six~~nine months ended ~~June~~September 30, 2014 - ~~$638,837~~$711,220 and ~~$1,205,134~~$1,196,353, respectively). Interest payable relating to the convertible debenture as at ~~June~~September 30, 2015 was ~~$144,549~~$Nil (December 31, 2014 - $70,721). As the convertible derivative matures, the amortization of the discount increases and as such, the total interest expense increases month-to-month and quarter-to-quarter.

On July 24, 2015, the Company repaid its C$10,000,000 ($7,675,000) convertible debenture ~~was repaid. Refer to Note 14 – Subsequent Events~~and accrued interest of ~~the unaudited condensed consolidated interim financial statements for the six months ended June 30, 2015 for complete details~~C$200,000 ($153,500).

On January 1, 2014, the Company entered into an agreement to secure a $10,000,000 loan (the “January Loan”). The January Loan was provided by members of the Clay family, who are shareholders of the Company, including $7,500,000 provided by an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. The January Loan had a twelve-month term and an annual interest rate of 5%, payable on the maturity date.

The January Loan was repaid on a date that was less than 183 days before the maturity date. As a result, the Company paid the Lenders an additional charge in the amount that is equivalent to 5% of the principal amount, plus interest on the principal amount at the rate of 5% per annum accrued to the date the January Loan was repaid. The Company repaid the $7,500,000 loan plus the $375,000 accrued interest and $375,000 additional charge on December 31, 2014. The remaining balance of the loan, $2,500,000, the accrued interest of $125,000 and the additional charge of $125,000, were paid on January 5, 2015. In total, the Company incurred $500,000 in interest expense and $500,000 in additional charge related to the January Loan.

On December 31, 2014 the Company also entered into a new loan (the “December Loan”) with the same parties for an amount of $12,500,000. The December Loan was due on demand on July 1, 2015 with an annual interest rate of 10% payable at the end of each quarter. The loan was guaranteed by GQM Holdings, and secured by a pledge of the Company's interests in GQM Canada, GQM Canada’s interest in GQM Holdings and GQM Holdings' 50% interest in GQM LLC. The Company also incurred a closing fee to secure the loan in the amount of $1,000,000, of which, $750,000 was paid on December 31, 2014 and the remaining $250,000 was paid on January 5, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument, which amounted to $90,916. The total legal fees paid for the transaction were $118,695.

The Company also agreed to provide the lenders with the option for certain registration rights whereby the Company would bear the costs and responsibility of registering the lenders common shares for the purposes of disposition subsequent to July 1, 2015. The Company has determined it is unlikely the registration option would be exercised and therefore has not accrued any potential costs related to the registration of the common shares. The Company has presented these transaction costs as a contra liability as substantially all of these costs were paid to the lenders.

On June 8, 2015, the Company amended the December Loan to extend the maturity to December 8, 2016 and increasing the principal amount from $12,500,000 to $37,500,000 (the “June 2015 Loan”). The Company also issued 10,000,000 common share purchase warrants exercisable for a period of five years expiring June 8, 2020. The common share purchase warrants have an exercise price of $0.95. All other terms remained the same as the December Loan. The Company also incurred a closing fee to secure the loan in the amount of $1,500,000, all of which was paid on June 8, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument, which amounted to $46,408. The legal fees were expensed as the transaction met the definition of a debt extinguishment. The terms of the registration rights remains unchanged as does the Company’s assessment of the likelihood of the registration rights being exercised. As such, as of ~~June~~September 30, 2015, no accrual has been made for the potential costs related to the registration rights.

During the three and nine months ended September 30, 2015, in addition to the amortization of the discount on the June Loan, the Company incurred interest expense of $937,500 and $1,166,667, respectively. For the same periods in 2014 the Company incurred interest expense of $126,027 and $867,123, respectively. Of the $867,123, $500,000 related to a finance charge.

On June 8, 2015 the Company issued ~~10 million~~10,000,000 share purchase warrants to the Clay family in connection with the June 2015 Loan. The share purchase warrants are exercisable until June 8, 2020 at an exercise price of $0.95. Included in the June 2015 Loan agreement was an anti-dilution provision with respect to the share purchase warrants. If the Company were to complete a financing at a share price lower than the exercise price of the share purchase warrants, the exercise price of the share purchase warrants would be adjusted to match the price at which the financing was completed.

The share purchase warrants meet the definition of a derivative liability instrument as the exercise price is not a fixed price as described above. Therefore, the settlement feature does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15.

The fair value of the derivative liability related to the share purchase warrants as at ~~June~~September 30, 2015 is ~~$3,352,979~~$3,964,164 (December 31, 2014 - $Nil). The derivative liability at inception and at period end, was calculated using an acceptable option pricing valuation model with the following assumptions:

In July 2014, GQM Inc. entered into a $10,000,000 short-term advance agreement (the ~~“Advance”~~��Advance”) with Leucadia and Auvergne (collectively, the “Lenders”), with the Company as guarantor. Leucadia provided $6,500,000 of the loan and Auvergne provided $3,500,000. The Advance had an interest rate of 10.0% per annum, compounded monthly. Auvergne is an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. On closing of the Joint Venture Transaction on September 15, 2014, GQM LLC applied part of the investment of $110,000,000 to repayment of principal and accrued interest on the $10,000,000 bridge loan advanced by the Lenders in July 2014. GQM LLC paid $209,607 in interest payment, including $73,632 paid to Auvergne on the July 2014 Advance, of which $45,264 was capitalized to mineral property interests.

The following table summarizes the amortization of discount and interest on loan and convertible debentures as at ~~June~~September 30, 2015 and as at ~~June~~September 30, 2014.

	Three Months Ended September 30, 2015		Three Months Ended September 30, 2014		Nine Months Ended September 30, 2015		Nine Months Ended September 30, 2014
Interest expense related to the convertible debentures	$	14,321	$	45,543	$	94,907	$	137,059
Interest expense related to the January 2014 loans		-		126,027		-		867,123
Interest expense related to the December 2014 loans		-		-		547,945		-
Interest expense related to the June 2015 loans		937,500		-		1,166,667		-
Interest expense related to Komatsu Financial loans		91,301		-		135,859		-
Amortization of debt discount on the convertible debentures		262,203		665,676		1,852,754		1,779,294
Interest on Gauss advance		-		209,607		-		209,607
Amortization of the December 2014 loan closing fees		-		-		967,155		-
Amortization of the June 2015 loan discount		600,797		-		743,866		-
Amortization of discount and interest on loan and convertible debentures	$	1,906,122	$	1,046,853	$	5,509,153	$	2,993,083

The Company’s loans were contracted to fund significant development costs. The Company capitalizes a portion of the interest expense as it related to funds borrowed to complete development activities at the Project site.

Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
Amortization of discounts
and interest on loan, advance
and convertible debenture $ 1,953,092 $ 1,254,933 $ 3,603,031 $ 1,946,230
Less: Interest costs
capitalized (882,981 ) (990,813 ) (1,585,167 ) (990,813 )
Amortization of discounts
and interest expensed $ 1,070,111 $ 264,120 $ 2,017,864 $ 955,417

	Three Months Ended Sep. 30, 2015			Three Months Ended Sep. 30, 2014			Nine Months Ended Sep. 30, 2015			Nine Months Ended Sep. 30, 2014
Amortization of discounts and interest on loan, advance and convertible debenture	$	1,906,122		$	1,046,853		$	5,509,153		$	2,993,083
Less: Interest costs capitalized		(924,732	)		(838,727	)		(2,509,899	)		(1,829,540	)
Amortization of discounts and interest expensed	$	981,390		$	208,126		$	2,999,254		$	1,163,543

(vii)

Joint Venture Transaction

On September 15, 2014, the Company closed the Joint Venture Transaction with Gauss resulting in both parties owning a 50% interest in the Project. Pursuant to the Joint Venture Transaction, Golden Queen converted its wholly-owned subsidiary GQM Inc., the entity developing the Project, into a California limited liability company named GQM LLC. On closing of the transaction, Gauss acquired 50% of GQM LLC by investing $110 million cash in exchange for newly issued membership units of GQM LLC. GQ Holdings, a newly incorporated subsidiary of the Company, holds the other 50% of GQM LLC.

Gauss is a funding vehicle owned by entities controlled by Leucadia and certain members of the Clay family, a shareholder group which collectively owned approximately 27% of the issued and outstanding shares of Golden Queen (the “Clay Group”) at the time of the transaction. Gauss is owned ~~67.5%~~70.51% by Gauss Holdings LLC (“Gauss Holdings”, Leucadia’s investment entity) and ~~32.5%~~29.49% by Auvergne. Pursuant to the transaction, Leucadia was paid a transaction fee of $2,000,000 and $275,000 was paid to Auvergne through GQM LLC. The Company has adopted an accounting policy of expensing these transaction costs.

Variable Interest Entity (“VIE”)

In accordance with ASC 810-10-30, the Company has determined that GQM LLC meets the definition of a VIE and that the Company is part of a related party group that, in its entirety, would meet the definition of a primary beneficiary. Although no individual variable interest holder individually meets the definition of a primary beneficiary in the absence of the related party group, Golden Queen has determined it is considered the member of the related party group most closely associated with GQM LLC. As a result, the Company has consolidated 100% of the accounts of GQM LLC in these consolidated financial statements, while presenting a non-controlling interest portion representing the 50% interest of Gauss in GQM LLC on its balance sheet. A portion of the non-controlling interest has been presented as temporary equity on the Company’s balance sheet representing the initial value of the non-controlling interest that could potentially be redeemable by Gauss in the future. The net assets of GQM LLC as ~~June~~September 30, 2015 and December 31, 2014 are as follows:

June 30, 2015 December 31, 2014
Assets, GQM LLC $ 79,517,574 $ 118,937,371
Liabilities, GQM LLC (14,690,770 ) (4,769,144 )
Net assets, GQM LLC $ 64,826,804 $ 114,168,227

	September 30, 2015			December 31, 2014
Assets, GQM LLC	$	155,104,439		$	118,937,371
Liabilities, GQM LLC		(18,492,213	)		(4,769,144	)
Net assets, GQM LLC	$	136,612,226		$	114,168,227

Included in the assets above, is ~~$71,275,286~~$45,643,060 (December 31, 2014 - $83,282,403) in cash held as at ~~June~~September 30, 2015. The decrease in cash since December 31, 2014 is the result of construction expenditures, partly off-set by the proceeds from the June 2015 capital contributions from GQ Holdings and Gauss, totaling $25,000,000. The cash in GQM LLC is directed specifically to fund capital expenditures required to take the Project to production and settle GQM LLC’s obligations. The liabilities of GQM LLC do not have recourse to the general credit of the primary beneficiary. Please refer to the Subsequent Events details below for details on a GQM LLC liability that is guaranteed by Golden Queen.

Non-Controlling Interest

In accordance with ASC 810, the Company has presented Gauss’ ownership in GQM LLC as a non-controlling interest amount on the balance sheet within the equity section. However, the Amended and Restated Limited Liability Company Agreement (“LLC Agreement”) contains terms within Section 12.5 that provides for the exit from the investment in GQM LLC for an initial member whose interest in GQM LLC becomes less than 20%. The following is a summary of the terms of the clause:

Pursuant to Section 12.5, if a member becomes less than a 20% interest holder, its remaining unit interest will (ultimately) be terminated through one of three events at the non-diluted member’s option within 60 days of the diluted member’s interest dropping below 20% (the “triggering event”):

Through conversion to a net smelter royalty (“NSR”) (in which case the conversion ratio is based on a pro rata percentage, determined on a linear basis, based on the following: 0-20% membership interest translates to 0-5% NSR) obligation of GQM LLC;

Through a buy-out (at fair value) by the non-diluted member; or

Through a sale process by which the diluted member’s interest is sold

If such sale process does not result in a binding offer acceptable to the non-diluted member within six months after the election by the non-diluted member, the sale process terminates and the non-diluted member has 15 days to choose between (a) and (b).

If such sale process does not result in a binding offer acceptable to the non- diluted member within six months after the election by the non-diluted member, the sale process terminates and the non-diluted member has 15 days to choose between (a) and (b). 46

If the non-diluted member does not make an election pursuant to the above within 60 days, the diluted member may choose (a) or (b) above. If no election is made by the diluted member, option (a) is deemed to have been elected.

This clause in the Joint Venture Transaction constitutes contingent redeemable equity as outlined in Accounting Series Release No. 268 (“ASR 268”) and has been classified as temporary equity.

On initial recognition the amount of the temporary equity is calculated using the guidance that specifies that the initial measurement of redeemable instruments should be the carrying value. The amount allocated to temporary equity and the permanent equity on initial recognition is shown below. Temporary equity represents the amount of redeemable equity within Gauss’ ownership interest in the net assets of GQM LLC. The remaining 60% of their interest is considered permanent equity as it is not redeemable.

		~~September 15, 2014~~
~~Net assets, GQM LLC before Joint Venture Transaction~~	$	~~16,973,184~~
~~Investment by Gauss~~		~~110,000,000~~
~~Net assets, GQM LLC after Joint Venture Transaction~~		~~126,973,184~~
~~Gauss’ ownership percentage~~		~~50%~~
~~Net assets of GQM LLC attributable to Gauss~~	$	~~63,486,592~~

~~Allocation of non-controlling interest between permanent~~ ~~equity and temporary equity:~~
~~Permanent non-controlling interest (60% of total non-~~ ~~controlling interest)~~	$	~~38,091,955~~
~~Temporary non-controlling interest (40% of total non-~~ ~~controlling interest)~~	$	~~25,394,637~~

	September 15, 2014
Net assets, GQM LLC before Joint Venture Transaction	$	16,973,184
Investment by Gauss		110,000,000
Net assets, GQM LLC after Joint Venture Transaction		126,973,184
Gauss’ ownership percentage		50	%
Net assets of GQM LLC attributable to Gauss	$	63,486,592

Allocation of non-controlling interest between permanent equity and temporary equity:
Permanent non-controlling interest (60% of total non-controlling interest)	$	38,091,955
Temporary non-controlling interest (40% of total non-controlling interest)	$	25,394,637

Subsequent to the initial transaction, the carrying value of the non-controlling interest will be adjusted for net income and loss and distributions pursuant to ASC 810-10 based on the same percentage allocation used to calculate the initial book value of temporary equity.

	September 30, 2015			December 31, 2014
Net and comprehensive loss in GQM LLC	$	(2,556,001	)	$	(2,804,957	)
Non-controlling interest percentage		50	%		50	%
Net and comprehensive loss attributable to non-controlling interest	$	(1,278,001	)	$	(1,402,479	)
Net and comprehensive loss attributable to permanent non-controlling interest	$	(766,801	)	$	(841,487	)
Net and comprehensive loss attributable to temporary non-controlling interest	$	(511,200	)	$	(560,992	)

	Permanent Non- Controlling Interest			Temporary Non- Controlling Interest
Carrying value of non-controlling interest, December 31, 2014	$	34,250,468		$	22,833,645
Capital contribution		7,500,000			5,000,000
Net and comprehensive loss for the period		(766,801	)		(511,200	)
Carrying value of non-controlling interest, September 30, 2015	$	40,983,667		$	27,322,445

	Permanent Non- Controlling Interest			Temporary Non- Controlling Interest
Carrying value of non-controlling interest, September 15, 2014	$	38,091,955		$	25,394,637
Distributions to non-controlling interests		(3,000,000	)		(2,000,000	)
Net and comprehensive loss for the period		(841,487	)		(560,992	)
Carrying value of non-controlling interest, December 31, 2014	$	34,250,468		$	22,833,645

June 30, 2015 December 31, 2014
Net and comprehensive loss in GQM LLC $ (1,998,148 ) $ (2,804,957 )
Non-controlling interest percentage 50% 50%
Net and comprehensive loss attributable to non-
    controlling interest (999,074 ) (1,402,479 )
Net and comprehensive loss attributable to
    permanent non-controlling interest $ (599,445 ) $ (841,487 )
Net and comprehensive loss attributable to
    temporary non-controlling interest $ (399,629 ) $ (560,992 )

Permanent Non- Temporary Non-
Controlling Interest Controlling Interest
Carrying value of non-controlling interest,
December 31, 2014 $ 34,250,468 $ 22,833,645
Capital contribution 7,500,000 5,000,000
Net and comprehensive loss for the period (599,445 ) (399,629 )
Carrying value of non-controlling interest ,
June 30, 2015 $ 41,151,023 $ 27,434,016

Permanent Non- Temporary Non-
Controlling Interest Controlling Interest

Carrying value of non-controlling interest,
September 15, 2014 $ 38,091,955 $ 25,394,637
Distributions to non-controlling interests (3,000,000 ) (2,000,000 )
Net and comprehensive loss for the period (841,487 ) (560,992 )
Carrying value of non-controlling interest ,
December 31, 2014 $ 34,250,468 $ 22,833,645

Dilution of Interest in Subsidiary

As a result of the Joint Venture Transaction, the Company’s interest in GQM LLC was diluted from 100% to 50% and ordinarily, the Company would recognize a charge on dilution. However, since the transaction was with a related party and the Company retained control, the excess has not been recognized in net income but rather has been recorded in equity as an increase to ~~APIC~~additional paid in capital based on guidance provided in ASC 810-10-55-4D and -4E.

		~~September 15, 2014~~
~~Investment by Gauss~~	$	~~110,000,000~~
~~Less:~~
~~Initial carrying value of permanent equity~~		~~(38,091,955~~	)
~~Initial carrying value of temporary equity~~		~~(25,394,637~~	)
~~Effect of dilution of subsidiary recorded to APIC~~	$	~~46,513,408~~

	September 15, 2014
Investment by Gauss	$	110,000,000
Less:
Initial carrying value of permanent equity		(38,091,955	)
Initial carrying value of temporary equity		(25,394,637	)
Effect of dilution of subsidiary recorded to APIC	$	46,513,408

Management Agreement

GQM LLC is managed by a board of managers comprising an equal number of representatives of each of Gauss and GQM Holdings. The initial officers of GQM LLC were H. Lutz Klingmann as Chief Executive Officer, and Andrée St-Germain as Chief Financial Officer. ~~Subsequent to June 30,~~During the third quarter of 2015, ~~the President of GQM LLC~~Robert C. Walish Jr. was appointed as Chief ~~Executive~~Operating Officer of ~~GQM LLC. A director of~~ the ~~Company~~Company. Bryan A. Coates was appointed to the GQM LLC Board of Managers as a nominee of the Company, replacing Mr. Klingmann. As long as a member of the Clay family holds greater that 25% of the Company, the Clay Group is entitled to appoint one of the Company’s representatives to the GQM LLC board of managers.

Capital Contribution Agreement

Pursuant to the Joint Venture Transaction, GQ Holdings made a single capital contribution to GQM LLC of $12.5 million on June 15, 2015. Gauss also funded an amount equal to the GQ Holding capital contribution to GQM LLC, and the aggregate amount of $25 million is anticipated to provide GQM LLC with the necessary funds to fully develop the Project. Both partners will maintain their 50% ownership of the Project.

Standby Commitment

Golden Queen also entered into a backstop guarantee agreement with Gauss (the “Backstop Agreement”) whereby, if the Company conducts a rights offering, Gauss has agreed to purchase, upon the terms set forth in the Backstop Agreement, any common shares which have not been acquired pursuant to the exercise of rights under the Rights Offering at a purchase price to be determined but not to exceed $1.10 per common share, up to a maximum amount of $45 million in the aggregate. In consideration for entering into the Backstop Agreement, on closing of the Joint Venture, the Company paid Leucadia and Auvergne a standby guarantee fee of $2,250,000, of which $731,250 was paid to Auvergne.

The Transaction Agreement and Backstop Agreement contemplated that the Company would file a registration statement in connection with the rights offering by October 15, 2014. The Company has decided not to proceed with a rights offering, and as a result the standby commitment has expired.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash, receivables, accounts payable and accrued liabilities, interest payable, closing fee payable and reclamation financial assurance approximate fair values because of the immediate or short-term maturity of these non-level 3 financial instruments. The fair value of the short-term and long-term loans payable approximate their carrying values as the interest rates are based on the market rates as they were initiated during the quarter and the previous ~~two~~three quarters. The market rates have remained steady for the loans payable during the past ~~three~~four quarters. The carrying value of the short and long term portions of the notes payable approximates their carrying value and have been estimated based on discounted cash flows using interest rates being offered for similar debt instruments. The carrying amount of the ~~convertible debt instrument and the~~ notes payable are being recorded at amortized cost using the effective interest rate method.

As at ~~June~~September 30, 2015, the ~~estimated~~ fair value of the convertible debt and the notes payable were estimated using a discounted cash flow analysis based on an interest rate for a similar type of instrument without a conversion feature was ~~$7,686,009~~$Nil (December 31, 2014: $7,972,993). and $30,564,497 (December 31, 2014: $Nil), respectively. The embedded derivatives in connection with ~~the convertible debenture and the~~ share purchase warrants are being recorded at their fair values using an acceptable valuation model at each reporting period.

Please refer also to the note on fair value of derivative liability underResults of Operations above for more information.

Liquidity and Capital Resources

The Company and GQM Holdings (100%-owned by the Company) held ~~$14,446,661~~$6,362,309 in cash on ~~June~~September 30, 2015 as compared to ~~$5,076,621~~$5,442,546 on ~~June~~September 30, 2014. The increase in cash is due to the proceeds from the June 2015 Loan, partly off-set by the $12.5 million capital contribution paid to GQM LLC. It is expected that the cash held by the Company will fund the Company’s corporate expenses until late 2016. The only near term commitment of the Company, other than $169,941 in accounts payable as of June 30, 2015, is the convertible debenture in the principal amount of C$10 million maturing and payable in July 2015 and accrued interest. The convertible debenture was repaid on July 24, 2015 for a total of $7.7 million (C$10 million), including, $153,500 (C$200,000) of accrued interest. The June 2015 Loan will mature in December 2016.

The Company’s 50%-owned subsidiary, GQM LLC, held ~~$71,275,286~~$45,643,060 in cash as of ~~June~~September 30, ~~2015.~~2015 as compared to $92,034,560 on September 2014. The cash will be used to fund capital expenditures required to take the Project to production. GQM LLC has entered into contracts for construction totaling approximately ~~$58.0~~$60.3 million as at ~~June~~September 30, 2015, of which ~~$26.2~~$10.9 million remains to be ~~paid as of June 30, 2015.~~paid. The major commitments relate to the construction of the crushing-screening plant for $18.1 million, the construction of the Phase 1, Stage 1 heap leach pad for ~~$8.3~~$8.4 million, the construction of the conveying and stacking system for $8.2 million, and work related to the Merrill-Crowe plant equipment for ~~$7.1~~$7.2 million. The commitments are expected to be paid out in 2015 with the cash on hand. The capital expenditures significantly increased in 2015 as the Company started full construction. The trend will continue until the Company reaches the commissioning phase in late 2015. It is expected that the current cash on hand will fund capital expenditures and working capital needs until the Project reaches positive cash flow. The portion related to mobile mining equipment will be financed through loans with Komatsu Financial.

GQM LLC has committed to all the major turn-key projects. Remaining expenditures mostly relate to engineering work, site support, pre-production related expenses, labour, maintenance, spare parts and commissioning related expenses.

Cash used in Operating Activities:

Cash used to fund operating activities, including general and administrative expenses such as legal fees, accounting, taxation and auditing fees, corporate expenses, office expenses and corporate salary was ~~$4,196,935~~$4,815,347 (2014 ~~-$2,815,209)~~- $9,347,735) for the ~~six~~nine months period ended ~~June~~September 30, 2015. The ~~increase~~decrease in cash used in operating activities is mostly due to the significant costs incurred in 2014 related to the Joint Venture Transaction. The decrease is partially off-set by an increase in ~~prepaid expenses and~~ interest ~~payable.~~

~~In July 2012,~~payable during the Company received notice that it had met all the remaining major conditions of the conditional use permits for development of the Project. As a result, Management made the decision to begin capitalizing all development expenditures directly relatednine months period ended September 30, 2015, as compared to the ~~Project (please refer to~~~~Cash used~~same period in~~Investing Activities~~ below for further details on 2015 project expenditures). Prior to July 2012, all Project-related expenditures were written off due to uncertainties around obtaining the necessary permits. In 2012, cash was used mainly for the ongoing development of the Project. Major expenditures included consulting engineering fees, costs incurred for ongoing sampling and analysis of groundwater, legal fees and consulting fees incurred to prepare a NI 43-101 Technical Report. 2014.

~~These expenditures are now being treated as investing activities since 2012 as the Company is preparing the Project for production.~~

Cash used in Investing Activities:

The Company began capitalizing all development expenditures directly related to the Project in July 2012. Prior to July 2012, all Project-related expenditures were written off due to uncertainties around obtaining the necessary approvals for proceeding with the Project.

Cash used in investing activities totaled ~~$34,738,762~~$60,161,928 during the ~~six~~nine months ended ~~June~~September 30, 2015 (2014 - ~~$7,250,113)~~$13,317,102). The increase is due to the increased level of activity on site.

The development costs incurred/capitalized, by the Company totalled ~~$34,389,709~~$59,812,875 (2014 - ~~$7,250,113)~~$13,232,736) for the ~~six~~nine months ended ~~June~~September 30, 2015, which was an increase of ~~$27,139,596~~$46,580,139 as compared to the same period in 2014. See Note 89 – Supplementary Disclosures of Cash Flow Information in the unaudited condensed consolidated interim financial statements for non-cash adjustments to mineral property interest investing activities. There was a significant increase in activity on site during ~~the first half~~ 2015 to date due to the initiation of full construction in the fourth quarter of 2014. The following is a breakdown of significant development costs incurred during the ~~six~~nine months ended ~~June~~September 30, 2015 as compared with the same period in 2014:

	•·	$~~11,057,941~~17.1 million (2014 - ~~$1,360,426)~~$4.1 million) in costs related to the construction of the crushing-screening plant. Approximately $1$2.0 million was paid as a progress payment on the high pressure grinding rolls or HPGR during the ~~six~~nine months ended ~~June~~September 30, 2015. The remainder was spent on progress payments for the equipment, the construction of the Hilfiker wall, concrete foundations and steel erection.

•·

$~~6,489,477~~7.8 million (2014 - ~~$52,771)~~$Nil) in costs related to the construction of the Merrill-Crowe plant. The pump box was essentially completed during the first quarter. The supporting steel was fabricated in Mexico. Basic construction of the pump box was completed in March. Construction of the footings was completed in August and the erection of the building started shortly thereafter. The equipment was received during the third quarter.

	·	$7.6 million (2014 - $0.7 million) in costs related to the construction of the Phase 1, Stage 1 heap leach pad. The contractor started the preparation of the heap leach pad in early 2015 and site grading was completed in March. Mixing of the historical tailings and natural clay from a deposit along Mojave Tropico Road was completed in May and the mix has been used for the lower, impervious liner for the events pond, the solution conveying channel and for the heap leach pad. The installation of the impermeable liner for the events pond, the solution conveying channel and for the heap leach pad was completed in June. The installation of the ~~over- liner~~over-liner commenced in ~~May.~~

	•	~~$4,791,454 (2014 - $Nil) in costs related to~~May and the construction of the ~~Merrill-Crowe plant. The pump box~~Phase 1, Stage 1 heap leach pad was ~~essentially~~ completed ~~during the first quarter. All equipment has been ordered and the supporting steel is being fabricated~~ in ~~Mexico. The construction of the footings started in May and the building was delivered in May.~~ late September.

	•·	$~~3,149,198~~3.6 million (2014 - $Nil) in costs related to the construction of the conveying and stacking system. Progress payments were made during the first, second and ~~second~~third quarters of 2015. The equipment was delivered in April and May and the assembly was initiated shortly thereafter.

•·

$~~2,220,389~~3.2 million (2014 - ~~$1,262,356)~~$0.7 million) related to costs to prepare the power supply for the site. Construction of the site-wide power distribution system was essentially completed and power poles were erected during the first quarter. Nine transformers were delivered in June.

	·	$3.1 million (2014 - $3.0 million) in engineering and consulting costs. Engineering costs mostly comprised of engineering and project management costs related to the crushing-screening plant.

•·

$~~1,852,610~~2.9 million (2014 - ~~$54,568)~~$Nil) in pre-production operating costs related to mining, laboratory work and maintenance.

$2.5 million (2014 - $Nil) for the purchase of Komatsu mobile mining equipment. GQM LLC received two dozers and two articulated trucks in the first quarter of 2015. Two excavators and one dozer were received in the second quarter of 2015. GQM LLC received four 100-ton trucks, two wheel loaders and one medium dozer during the third quarter of 2015. GQM LLC paid the sales tax and 10% deposit upon delivery. The remaining of the purchase costs was financed through loans with Komatsu Financial.

$2.4 million (2014 - $0.7 million) in costs related to the water supply and water storage infrastructure. The ~~five~~electrical installations at water well PW-1 were completed in March and water supply from the well is now fully automated. Five water storage tanks were delivered during the ~~first quarter. Production~~second quarter and the construction of the foundations is underway. The production water well ~~PW-4~~(PW-4) was drilled, equipped and tested in ~~June.~~

June and the connection to the mine water supply infrastructure started in September.

	•·	$~~1,703,913~~2.2 million (2014 - ~~$233,194) related to costs to prepare the power supply for the site. Power poles were erected during the first quarter. Nine transformers were delivered~~$Nil) in ~~June.~~ sustaining capital. The Company purchased two production drills.

•

~~$1,585,167 (2014 - $990,813) in interest expense capitalized to mineral property interests.~~

	•·	$~~1,532,920~~1.6 million (2014 - $Nil) in costs related to the assay laboratory. The construction of the assay laboratory was essentially completed during the first quarter of 2015. The laboratory was subsequently equipped during the second quarter of 2015. Ventilation balancing, mechanical equipment installation and electrical hook-ups were completed in June. The assay laboratory was commissioned in July.

•·

$~~919,470~~1.0 million (2014 - ~~$Nil) for the purchase of Komatsu mobile mining equipment. GQM LLC received two dozers~~$0.08 million) in construction indirect costs and two articulated trucks in the first quarter of 2015. Two excavators and one dozer were subsequently received in the second quarter of 2015. GQM LLC paid the sales tax and 10% deposit upon delivery. The remaining of the purchase costs was financed through loans with Komatsu Financial.

freight.

The Company, through GQM LLC, continued its work on the Project as described inConstruction of Infrastructure and Project Facilitiesabove. Construction is advancing smoothly and is approximately ~~65%~~90% complete. All turn-key projects have been awarded to independent contractors.

Workshop-Warehouse: This project was completed on time and on budget in 2014. The workshop-warehouse was fully equipped with the necessary lubrication equipment, compressor, work-benches and a waste oil storage tank in February 2015. Construction of four offices on the floor above the warehouse was completed in March. We received approval for early occupancy of the workshop-warehouse in April. The workshop-warehouse is fully functional and is now being used.

Assay Laboratory: The construction started in the fourth quarter of 2014 and was completed on time and on budget during the first quarter of 2015. We received approval for early occupancy of the assay laboratory in April. The laboratory was equipped during the second quarter of 2015 and ventilation balancing, mechanical equipment installation and electrical hookups were completed in June. The laboratory was commissioned in ~~July.~~July and is now fully operational.

Water Supply & Water Storage: The construction of the basic water supply infrastructure for the Project has been completed. The electrical installations at water well PW-1 were completed in March and water supply from the well is now fully automated. Five water storage tanks were delivered during the second quarter and the construction of the foundations ~~will be completed during the third quarter.~~is underway. The backup production water well (PW-4) was drilled, equipped and tested in June and the connection to the mine water supply infrastructure is ~~expected to be completed during the third quarter.~~nearly complete.

Power Supply: Construction of the site-wide power distribution system has essentially been completed and all power poles have been set. ~~Foundations for the~~The primary sub-station ~~will be constructed~~was completed in ~~August. Nine transformers were delivered in June.~~November. We expect to connect to the Southern California Edison grid in two phases in ~~August and September.~~November 2015.

Crushing-Screening Plant: The Hilfiker wall was completed in ~~February, on time and slightly below budget.~~February. Construction of the footings and construction of a retaining wall in the primary crusher area was completed in April. Structural steel and equipment for the ~~primary crusher has been~~crushing-screening plant was delivered ~~to site~~during the second and ~~steel erection is underway.~~third quarters and assembly started shortly thereafter. The order for the high pressure grinding roll or HPGR was placed with ThyssenKrupp Industrial Solutions (USA), Inc. in the third quarter of 2014 and the HPGR ~~is expected to be~~has been delivered to site in early August. ~~Detailed designs for the HPGR area including foundations were completed in May.~~ Construction of a second Hilfiker wall in the HPGR ~~area~~ was ~~started in June and~~ completed mid-July. ~~Construction~~The Primary section of the ~~footings~~crushing-screening plant was commissioned in late October. The Secondary and Tertiary (HPGR) sections of the crushing-screening plant are nearly complete and are expected to ~~support the HPGR has been completed.~~be commissioned in November.

Heap Leach Pad Phase 1/Stage 1: The earthmoving phase of the Phase 1, Stage 1 heap-leach pad, the events pond and the solution conveying channel were completed during the first quarter. Mixing of the historical tailings and natural clay from a deposit along Mojave Tropico Road was completed in May and the mix has been used to construct the lower, impervious liner for the events pond, the solution conveying channel and for the heap leach pad. The synthetic upper liner was placed in the events pond and solution collection ditch in May and the upper synthetic ~~linerwas~~liner was placed on the heap leach pad in May and June. A sub-contractor mobilized a portable crushing-screening plant to site and over-liner material ~~is being~~was crushed and placed on the heap leach pad. ~~This~~The Phase 1, Stage 1 heap-leach pad turn-key project ~~is expected to be~~was completed in ~~August.~~September.

Merrill-Crowe plant: The contract for the equipment was awarded during the fourth quarter of 2014 and the contract for the Merrill-Crowe plant building was awarded in January 2015. The ~~contractor has placed orders for the equipment and the~~ supporting steel ~~is being~~was fabricated in Mexico. Basic construction of the pump box was completed in March. Construction of the footings ~~is under way and will be~~was completed in ~~August. The building has been delivered~~August and the erection of the building ~~has started.~~started shortly thereafter. The equipment was received during the third quarter and the installation is well underway. This turn-key project is expected to be completed in ~~November.~~late November or early December.

Stacking and Conveying System: Equipment and structural steel components of the conveying and stacking system were delivered during the second quarter and the assembly started shortly thereafter. This turn-key project is expected to be completed in ~~September.~~November.

Cash from Financing Activities:

Cash from financing activities totaled ~~$33,250,000~~$25,575,000 during the ~~six~~nine months ended ~~June~~September 30, 2015 (2014 - proceeds of ~~$10,111,421)~~$115,111,421)). The ~~significant increase is~~cash from financing activities was significantly higher during the nine months ended September 30, 2014 as compared to the same period in 2015 due to the Joint Venture Transaction. Financing activities during the nine months ended on September 30, 2015 include the June 2015 Loan incremental proceeds of $25,000,000 and Gauss LLC’s $12,500,000 capital contribution to GQM LLC. The remaining balance of the January 2014 Loan, $2,500,000 and closing fees of $250,000 on the December 2014 Loan were paid during the first quarter of 2015. The Company also paid closing fees of $1,500,000 in conjunction with the June 2015 Loan. The Company retired its convertible debentures on July 26, 2015 for $7,675,000.

On January 1, 2014, the Company entered into the $10,000,000 January Loan. The January Loan had a ~~twelvemonth~~twelve-month term and an annual interest rate of 5%, payable on the maturity date. The Company repaid $7,500,000 of the loan on December 31, 2014. The remaining balance of the loan, $2,500,000 was repaid on January 5, 2015 (please seeTransactions with Related Parties above for more information).

On June 8, 2015, the Company amended the December Loan to extend the maturity to December 8, 2016 and increasing the principal amount from $12,500,000 to $37,500,000 (the “June Loan”). The Company also issued 10,000,000 common share purchase warrants exercisable for a period of five years expiring June 8, 2020. The common share purchase warrants have an exercise price of $0.95. All other terms remained the same as the December Loan. The Company also incurred a closing fee to secure the loan in the amount of $1,500,000, all of which was paid on June 8, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $46,408. The total legal fees were expensed as the transaction met the definition of a debt extinguishment.

Working Capital:

As at ~~June~~September 30, 2015, the Company, on a consolidated basis, had current assets of ~~$86,897,397~~$52,439,070 (December 31, 2014 - $91,574,405; ~~June~~September 30, 2014 - ~~$5,268,212)~~$97,695,965) and current liabilities of ~~$17,951,428~~$9,105,708 (December 31, 2014 - $26,464,078; ~~June~~September 30, 2014 - ~~$12,788,240)~~$22,586,126) or working capital of ~~$68,945,969~~$43,333,362 (December 31, 2014 - $65,110,327; ~~June~~September 30, 2014 - working capital ~~deficiency~~ of ~~$7,520,028)~~$75,109,839). The ~~increase~~decrease in current assets from ~~June 30,~~December 31, 2014 is the result of ~~proceeds from the Joint Venture Transaction and the~~project-related expenditures, partially off-set by June 2015 loan ~~partially off-set by project-related expenditures.~~and capital contribution from Gauss LLC. The decrease is current liabilities is the result of the extension of the December 2014 Loan with the June 2015 Loan and the repayment of the convertible debenture, partly off-set by an increase in mobile equipment loans at the Joint Venture ~~level and an increase in accounts payable.~~level.

GQM LLC will use its cash on hand for ongoing construction work on site (refer toConstruction of Infrastructure and Project Facilities above) and for working capital related expenditures until the Project reaches positive cash flows.

Golden Queen Mining Co. Ltd will use its cash for general corporate expenditures such as accounting fees, legal fees, interest expense and corporate salary expenses.

Please refer also toOutlookbelow.

Outstanding Share Data

The number of shares issued and outstanding and the fully diluted share position are set out in the table below:

Item No. of Shares
Shares issued and outstanding on March 31, 2015 99,928,683
Shares issued for mineral properties Nil
Shares issued pursuant to the exercise of stock options Nil
Shares issued and outstanding on June 30, 2015 99,928,683 Exercise Price Expiry Date
Director and consultants stock options 700,000 $1.16 to $1.59 From 11/11/15
to 09/18/18
Shares to be issued as a finder’s fee 100,000 Not Applicable Not Applicable
Fully diluted on June 30, 2015 100,728,683
Shares to be issued on exercise of warrants 10,000,000 $0.95 06/08/20
Fully diluted on August 10, 2015 110,728,683
The company has an unlimited authorized share capital

Item	No. of Shares
Shares issued and outstanding on June 30, 2015		99,928,683
Shares issued for mineral properties		Nil
Shares issued pursuant to the exercise of stock options		Nil
Shares issued and outstanding on September 30, 2015		99,928,683	Exercise Price	Expiry Date
Director and consultants stock options		1,270,000	$0.58 to $1.59	From 11/11/15 to 09/08/20
Shares to be issued on exercise of warrants		10,000,000	$0.95	06/08/20
Shares to be issued as a finder’s fee		Nil	Not Applicable	Not Applicable
Fully diluted on September 30, 2015		111,198,683
Fully diluted on November 9, 2015		111,198,683

The company has an unlimited authorized share capital

Outlook

The estimated capital costs, including contingency, working capital and mining equipment, are $144 million.

The net proceeds from the Joint Venture Transaction will be applied to the continued development of the Project. It is expected that the current cash on hand will fund capital expenditures and working capital needs until the Project reaches positive cash flows from production. The portion related to mobile mining equipment will be financed through loans with Komatsu.

Construction is advancing smoothly and has progressed to a ~~65%~~90% completion rate; all turn-key projects have been awarded to independent contractors. The Company expects commissioning of the processing facilities in late 2015.

~~It is not expected that GQM LLC will hedge any of its gold or silver production.~~

The Company is evaluating its options, including debt and equity, to re-finance the June 2015 Loan which matures on December 8, 2016.

The ability of the Company to develop a mine on the property is subject to numerous risks, certain of which are disclosed in the Company’s latest Form 10-K filing with the SEC, dated March 16, 2015. Readers should evaluate the Company’s prospects in light of these and other risk factors.

Mineral Properties

In July 2012, the Company received notice that it had met all remaining major conditions of the conditional use permits for the Project. As a result, management made the decision to begin capitalizing all development expenditures related to the Project while all other expenses not related to the development of the project continue to be expensed as incurred. Refer also to Note 34 Mineral Property Interests of the unaudited condensed consolidated interim financial statements for a more detailed discussion.

Subsequent Events

Application of Critical Accounting Estimates

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Metal and Other Inventory

Inventories include stock piles, in-process inventory, doré, and operating materials and supplies. The classification of inventory is determined by the stage at which the ore is in the production process. All inventories are stated at the lower of cost or market, with cost being determined using a weighted average cost method. Dore inventory includes product at the mine site. Dore inventory costs include direct labor, materials, depreciation, depletion and amortization as well as overhead costs relating to mining activities.

Mineral Property and Exploration Costs

Costs related to the development of our mineral reserves are capitalized whenit has been determined an ore body can be economically developed. An ore body is determined to be economically minable based on proven and probable reserves and when appropriate permits are in place. Major mine development expenditures are capitalized, including primary development costs such as costs of building access roads, heap leach pads, processing facilities, and infrastructure development.

~~Costs for exploration, pre-production~~ The Company also capitalizes additional development if and when applicable, and maintenance and repairs on capitalized property, plant and equipment are charged to operations as incurred. Exploration costs include those relating to activities carried out in search of previously unidentified mineral deposits. Pre-production development activities involve costs incurred in the exploration stage that may ultimately benefit productionexpenditures that are ~~expensed due~~directly related to the ~~lack~~development of evidence of economic development, which is necessary to demonstrate future recoverability of these expenses. Secondary development costs are incurred for preparation of an ore body for production in a specific ore block, stope or work area, providing a relatively short-lived benefit only to the ~~mine area they relate to, and not to the ore body as a whole.~~mine.

Drilling and related costs are ~~either~~ classified as ~~exploration or secondary~~additional development ~~as defined above, and~~expenditures, are charged to operations as incurred, or capitalized, based on the following criteria:

•

Whether or not the costs are incurred to further define mineralization at and adjacent to existing reserve areas or intended to assist with mine planning within a reserve area;

Whether or not the drilling costs relate to an ore body that has been determined to be commercially mineable, and a decision has been made to put the ore body into commercial production; and

Whether or not at the time that the cost is incurred, the expenditure: (a) embodies a probable future benefit that involves a capacity, singly or in combination, with other assets to contribute directly or indirectly to future net cash inflows, (b) we can obtain the benefit and control others’ access to it, and (c) the transaction or event giving rise to our right to or control of the benefit has already occurred.

•

~~Whether or not the drilling costs relate to an ore body that has been determined to be commercially mineable, and a decision has been made to put the ore body into commercial production; and~~

•

If all of these criteria are met, drilling and related costs are capitalized. Drilling costs not meeting all of these criteria are expensed as incurred. The following factors are considered in determining whether or not the criteria listed above have been met, and capitalization of drilling costs is appropriate:

•

Completion of a favourable economic study and mine plan for the ore body targeted;

Authorization of development of the ore body by management and/or the Board of Directors; and

All permitting and/or contractual requirements necessary for us to have the right to or control of the future benefit from the targeted ore body have been met.

•

~~Authorization of development of the ore body by management and/or the Board of Directors; and~~

•

~~All permitting and/or contractual requirements necessary for us to have the right to or control of the future benefit from the targeted ore body have been met.~~

Once production has commenced, capitalized costs will be depleted using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to the Consolidated Statements of Comprehensive Income (Loss) for that period.

We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the future undiscounted cash flows are less than the carrying value of the property, a write down to the estimated fair value is charged to the Consolidated Statement of Comprehensive Income (Loss) for the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered.

Proceeds received under option agreements and/or earn-in agreements are recorded as a cost recovery against the carrying value of the underlying project until the carrying value is reduced to zero. Any proceeds received in excess of the carrying value of the project are recorded as a realized gain in the Consolidated Statement of Comprehensive Income (Loss).

Capitalized Interest

For significant exploration and development projects, interest is capitalized as part of the historical cost of developing and constructing assets in accordance with ASC 835-20 ("capitalization of interest"). Interest is capitalized until the asset is ready for service. Capitalized interest is determined by multiplying the Company’s weighted-average borrowing cost on general debt by the average amount of qualifying costs incurred. Once an asset subject to interest capitalization is completed and placed in service, the associated capitalized interest is expensed through depletion or impairment. See Note ~~7(vi)~~8(vi) of the unaudited condensed consolidated interim financial statements.

Non-controlling Interest

Non-controlling interest consists of equity in GQM LLC not attributable, directly or indirectly, to Golden Queen. GQM LLC meets the definition of a Variable Interest Entity (“VIE”). Golden Queen has determined it is the member of the related party group that is most closely associated with GQM LLC and, as a result, is the primary beneficiary who consolidates GQM LLC. The non-controlling interest has been classified into two categories; permanent equity and temporary equity.

Non-controlling interests in temporary equity represent the estimated portion of non-controlling interest that could potentially be convertible through either a conversion of the non-controlling interest into a net smelter royalty obligation of GQM LLC or a buy-out of the non-controlling interest at fair value by the Company. The convertible portion of non-controlling interest recorded in temporary equity is initially recorded at the carrying value and then adjusted for net income or loss and distributions attributable to the temporary equity.

The non-controlling interest in permanent equity represents the portion of the non-controlling interest that is not convertible. Please refer to Note ~~7(vii)~~8(vii) of the unaudited condensed consolidated interim financial statements for complete details of how the transaction has been accounted for.

Derivative Liabilities

Derivative liabilities consist of the Company’s convertible debentures and derivative liabilities related to their share purchase warrants.

If the Company’s convertible debentures ~~have~~had not been converted by the holder prior to the maturity date, then either the Company or the holder may convert them at the lower of C$1.03 or the market price as at the maturity date. The convertible debentures were required to be accounted for as separate derivative liabilities due to this possible variability in conversion price.

The share purchase warrants issued by the Company are exercisable at $0.95 per share purchase warrant for a period of five years. They are required to be accounted for as a separate derivative liability due to an anti-dilution clause that could potentially result in the exercise price being reduced.

These liabilities were required to be measured at fair value. These instruments were adjusted to reflect fair value at each period end. Any increase or decrease in the fair value was recorded in results of operations as change in fair value of derivative liabilities. In determining the appropriate fair value, we used the Binomial pricing model.

New Accounting Policies

~~(i)~~

(i)

Effective August 2014, FASB issued Accounting Standards update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40 –Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The update essentially requires management of all entities, for annual and interim periods, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following:

Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans).

Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations.

Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there issubstantial doubt about the entity’s ability to continue as a going concernwithin one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations.

Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

This update will come into effect for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is assessing the impact of this standard.

~~ii) In February 18, 2015, the FASB issued ASU 2015-02,~~~~Consolidation (Topic 810) – Amendments to the Consolidation Analysis~~whichfocuses on the consolidation evaluation for reporting organizations (public and private companies and not-for-profit organizations) that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the standards and improves current GAAP by:

•(ii)

In February, 2015, the FASB issued ASU 2015-02,Consolidation (Topic 810) – Amendments to the Consolidation Analysiswhich focuses on the consolidation evaluation for reporting organizations (public and private companies and not-for-profit organizations) that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the standards and improves current GAAP by:

Placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met.

•·

Reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE).

•·

Changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs.

The ASU will be effective for periods beginning after December 15, 2015, for public companies. Early adoption is permitted, including adoption in an interim period. The Company is assessing the impact of this standard.

iii) In April, 2015, FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30) which focuses on simplifying the presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update.

(iii)

In April, 2015, FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30) which focuses on simplifying the presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update.

(iv)

In July 2015, FASB issued ASU 2015-11, Inventory – Simplifying the Measurement of Inventory (Topic 330) which focuses on simplifying the guidance on subsequent measurement of inventory. Currently, the guidance requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The ASU now updated the measurement to lower of cost and net realizable value.Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

The ASU will be effective for periods beginning after December 15, 2016, for public companies. Early adoption is permitted, including adoption in an interim period. The Company has assessed the impact of this new standard and will adopt the new standard effective October 1, 2015.

Qualified Person and Caution With Respect to Forward-looking Statements

Mr. Sean Ennis, P. Eng., P.E. is a qualified person for the purposes of NI 43-101 and has reviewed and approved the technical information in this Form 10-Q.

This Form 10-Q contains certain forward-looking statements, which relate to the intent, belief and current expectations of the Company’s management, as well as assumptions and parameters used in the feasibility study referenced in this report. These forward-looking statements are based upon numerous assumptions that involve risks and uncertainties and other factors that may cause actual results to differ materially from those indicated by such forward-looking statements. Such factors include among other things the receipt and compliance with the terms of required approvals and permits, the costs of and availability of sufficient capital to fund the projects to be undertaken by the Company and commodity prices. In addition, projected mining results, including quantity of ore, grade, production rates, and recovery rates, are subject to numerous risks normally associated with mining activity of the nature described in this report and in the feasibility study, and as a result actual results may differ substantially from projected results. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date the statements were made.

Caution to U.S. Investors

Management advises U.S. investors that while the terms “measured resources”, “indicated resources” and “inferred resources” are recognized and required by Canadian regulations, the SEC does not recognize these terms. U.S. investors are cautioned not to assume that any part or all of the material in the mineral resource categories will be converted into mineral reserves. References to such terms are contained in the Company’s Form 10-K and other publicly available filings. We further advise U.S. investors that the mineral reserve estimates disclosed in this report have been prepared in accordance with Canadian regulations and may not qualify as “reserves” under the SEC Industry Guide 7. Accordingly, information concerning mineral resources and reserves set forth herein may not be comparable with information presented by companies using only U.S. standards in their public disclosure.

Additional Information

Further information on Golden Queen Mining Co. Ltd. is available on the SEDAR web site atwww.sedar.com and on the Company’s web site atwww.goldenqueen.com.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company holds ~~96%~~85% of its cash in bank deposit accounts with a single major financial institution. The interest rates received on these balances may fluctuate with changes in economic conditions. Based on the average cash balances during the quarter ended ~~June~~September 30, 2015, a 1% decrease in interest rates would have reduced the interest income for the period by a trivial amount.

Foreign Currency Exchange Risk

Certain purchases of labour are denominated in Canadian dollars. As a result, currency exchange fluctuations may impact the costs of our operations. Specifically, the appreciation of the Canadian dollar against the U.S. dollar may result in an increase in the Canadian operating expenses in U.S. dollar terms. As of ~~June~~September 30, 2015, the Company maintained the majority of its cash balance in U.S. dollars. The Company currently does not engage in any currency hedging activities.

Commodity Price Risk

The Company’s primary business activity is the development of the open pit, gold and silver, heap leach project on the Property. Decreases in the price of either of these metals from current levels has the potential to negatively impact the Company’s ability to secure significant additional financing required to develop the Project into an operating mine. We do not currently engage in hedging transactions and we have no hedged mineral resources.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. These rules refer to the controls and other procedures of a company that are designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Exchange Act reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. It is management’s responsibility to establish and maintain adequate disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer, and our external Sarbanes-Oxley consultants carried out an evaluation of the effectiveness of our disclosure controls and ~~procedures. Other than as noted below,~~procedures as of ~~June~~September 30, 2015 ~~our Chief Executive Officer~~ and ~~our Chief Financial Officer~~ concluded that since the last quarterly review, our disclosure controls and procedures were operating effectively.

The due date under U.S. federal securities laws for filing information with respect to Items 10 through 14 of our Form 10-K for the December 2014 year end was April 30, 2015 unless the information was contained in a proxy statement filed by that date. The Company did not file a proxy statement by April 30, 2015, and filed an amended Form 10-K on May 6, 2015 to include information with respect to Items 10 through 14. As a result, the Company’s amendment to its Form 10-K was not made on a timely basis. The late filing arose as a result of a communication error with staff concerning the filing of the proxy statement. Management has implemented procedures to specify a person responsible for communication of SEC filing dates with company staff members and internal redundancy to its filing date scheduling system for SEC filings.

~~Management’s Report on Internal Control over Financial Reporting~~

Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a15(f) of the Exchange Act), which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2015, using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Using this framework, management concluded that we have maintained effective internal control over financial reporting.

Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure and procedures or internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, any system of disclosure control or internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements due to the possibility that a control can be circumvented or overridden or that misstatements due to error or fraud may occur that are not detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of control. Further, because of changes in conditions, internal control effectiveness may vary over time.

Changes in Internal Control

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the quarter ended ~~June~~September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Fraud Analysis

The Company is committed to preventing fraud and corruption and is developing an anti-fraud culture. To achieve this goal, the Company has committed to the following:

Developing and maintaining effective controls to prevent fraud;

Ensuring that if fraud occurs a vigorous and prompt investigation takes place;

Taking appropriate disciplinary and legal actions;

Reviewing systems and procedures to prevent similar frauds;

Investigating whether there has been a failure in supervision and take appropriate disciplinary action if supervisory failures occurred; and

Recording and reporting all discovered cases fraud.

The following policies have been developed to support the Company’s goals:

•·

Insider Trading Policy

•·

Managing Confidential Information Policy

•·

Whistleblower Policy

•·

Anti-corruption Policy

All policies can be viewed in full on the Company’s website atwww.goldenqueen.com

For the three and ~~six~~nine months ended ~~June~~September 30, 2015 and year ended December 31, 2014, there were no reported instances of fraud.

~~PART~~ 59

Part II – ~~OTHER INFORMATION~~Other Information

Item 1. Legal Proceedings

See “The Center for Biodiversity Petition to List the Mojave Shoulderband Snail as an Endangered Species” and “Other Legal Matters” contained in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-Q.

Item 1A. Risk Factors

There are no material changes from the risk factors previously disclosed in our Form 10-K for the fiscal period ended December 31, 2014, as filed with the SEC on March 16, 2015.

Item 5.4. Mine Safety Disclosures

GQM LLC is the operator of the Project, which is located in Mojave in Kern County, California. The Company and GQM LLC have no mine safety violations to report. There were no lost-time accidents at GQM LLC during the third quarter of 2015.

Item 6. Exhibits

Exhibit No.	Description of Exhibit	Manner of Filing
3.1	Notice of Articles	Incorporated by reference to Exhibit 3.03 to the Form S-3 of the Company, filed with the SEC on August 21, 2014
3.2	Articles	Incorporated by reference to Exhibit 3.2 to the Form 8-K of the Company, filed with the SEC on September 2, 2010
~~10.1~~ 31.1	~~Employment Agreement between the Company and H. Lutz Klingmann dated May 1, 2015~~	~~Filed herewith~~
~~10.2~~	Amended and Restated Term Loan Agreement dated June 8, 2015 among the Company, The Landon T. Clay 2009 Irrevocable Trust Dated March 6, 2009, EHT, LLC, Harris Clay and The Clay Family 2009 Irrevocable Trust Dated April 14, 2009	~~Incorporated by reference to Exhibit 10.1 to the Form 8-K of the Company, filed with the SEC on June 9, 2015~~
~~10.3~~	Amended and Restated Guaranty dated June 8, 2015 among Golden Queen Mining Holdings Inc., Golden Queen Mining Canada Ltd., The Landon T. Clay 2009 Irrevocable Trust Dated March 6, 2009, EHT, LLC, Harris Clay and The Clay Family 2009 Irrevocable Trust Dated April 14, 2009	~~Incorporated by reference to Exhibit 10.2 to the Form 8-K of the Company, filed with the SEC on June 9, 2015~~
~~10.4~~	Amended and Restated Pledge Agreement dated June 8, 2015 among the Company, Golden Queen Mining Holdings Inc., Golden Queen Mining Canada Ltd., The Landon T. Clay 2009 Irrevocable Trust Dated March 6, 2009, EHT, LLC, Harris Clay and The Clay Family 2009 Irrevocable Trust Dated April 14, 2009	~~Incorporated by reference to Exhibit 10.3 to the Form 8-K of the Company, filed with the SEC on June 9, 2015~~
~~10.5~~	Amended and Restated Registration Rights Agreement dated June 8, 2015 among the Company, The Landon T. Clay 2009 Irrevocable Trust Dated March 6, 2009, EHT, LLC, Harris Clay and The Clay Family 2009 Irrevocable Trust Dated April 14, 2009	~~Incorporated by reference to Exhibit 10.4 to the Form 8-K of the Company, filed with the SEC on June 9, 2015~~

~~10.6~~	Amended and Restated Option Agreement dated June 8, 2015 among Gauss LLC, Gauss Holdings LLC, Auvergne, LLC, The Landon T. Clay 2009 Irrevocable Trust Dated March 6, 2009, EHT, LLC, Harris Clay, The Clay Family 2009 Irrevocable Trust Dated April 14, 2009, Golden Queen Mining Canada Ltd. and Golden Queen Mining Holdings Inc.	~~Incorporated by reference to Exhibit 10.5 to the Form 8-K of the Company, filed with the SEC on June 9, 2015~~
~~10.7~~	~~Indemnity Agreement between the Company and the Clay Family Holders dated June 8, 2015~~	~~Incorporated by reference to Exhibit 10.6 to the Form 8-K of the Company, filed with the SEC on June 9, 2015~~
~~10.8~~	~~Form of Share Purchase Warrants of the Company dated June 8, 2015~~	~~Incorporated by reference to Exhibit 10.7 to the Form 8-K of the Company, filed with the SEC on June 9, 2015~~
~~31.1~~	Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934	Filed herewith
31.2	Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange ~~Act~~act of 1934	Filed herewith
32.1	Section 1350 Certification of the Principal Executive Officer	Filed herewith
32.2	Section 1350 Certification of the Principal Financial Officer	Filed herewith
101	Financial Statements from the Quarterly Report on Form 10-Q of the Company for the three months ended ~~June~~September 30, 2015, formatted in XBRL	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~August 10,~~November 9, 2015
	~~GOLDEN QUEEN MINING CO. LTD.~~
	~~(Registrant)~~


	GOLDEN QUEEN MINING CO. LTD.
	(Registrant)

	By:	/s/ Thomas M. Clay
		*Thomas M. Clay*
		Principal Executive Officer

	By:	/s/ Andrée St-Germain

	~~By:~~	~~/s/ Andrée St-Germain~~
		*Andrée St-Germain*
		Principal Financial Officer

British Columbia, Canada	Not Applicable
(State or other jurisdiction of incorporation)	(IRS Employer Identification) No.)

		June 30,			December 31,
		2015			2014
Assets
Current assets:
Cash (Note 7 (vii))	$	85,721,947		$	91,407,644
Receivables		31,729			52,136
Prepaid expenses and other current assets		1,143,721`			114,625

Total current assets		86,897,397			91,574,405
Property (Note 2)		236,440			251,467
Mineral property interests (Note 3)		82,330,623			37,138,134
Reclamation financial assurance (Note 5)		902,382			553,329
Total Assets		170,366,842			129,517,335

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities (Note 7(i))	$	8,468,313		$	3,309,476
Interest payable (Note 7(ii) and (iii))		374,545			320,721
Closing fee payable (Note 7(iii))		-			250,000
Notes payable (Note 7(iii))		-			13,881,305
Current portion of loan payable (Note 10)		1,347,120			222,839
Derivative liability–convertible debenture (Note 7(ii))		12,414			1,829,770
Convertible debenture (Note 7(ii))		7,749,036			6,649,967

Total current liabilities		17,951,428			26,464,078
Notes payable (Note 7 (iii))		33,640,346			-
Derivative liability – warrants (Note 7(iv))		3,352,979			-
Asset retirement obligations (Note 5)		902,382			624,142
Loan payable (Note 10)		3,943,982			690,293

Total Liabilities		59,791,117			27,778,513
Temporary Equity
Redeemable portion of non-controlling interest (Note 7(vii))		27,434,016			22,833,645
Shareholders’ Equity
Common shares, no par value, unlimited shares authorized 99,928,683 (2014 – 99,778,683) shares issued and outstanding (Notes 4 and 7(i))		62,860,443			62,709,015
Additional paid-in capital (Note 7(vii))		56,390,510			56,390,510
Deficit accumulated		(77,260,267	)		(74,444,816	)

Total shareholders’ equity attributable to GQM Ltd.		41,990,686			44,654,709
Non-controlling interest (Note 7(vii))		41,151,023			34,250,468

Total Shareholders’ Equity		83,141,709			78,905,177

Total Liabilities, Temporary Equity and Shareholders’ Equity	$	170,366,842		$	129,517,335

	September 30,			December 31,
	2015			2014
Assets

Current assets:
Cash (Note 8 (vii))	$	52,005,369		$	91,407,644
Receivables		28,031			52,136
Prepaid expenses and other current assets		222,805			114,625
Inventory (Note 3)		182,865			-

Total current assets		52,439,070			91,574,405

Property (Note 2)		229,470			251,467
Mineral property interests (Note 4)		112,848,211			37,138,134
Reclamation financial assurance (Note 6)		902,382			553,329
Total Assets	$	166,419,133		$	129,517,335

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities (Note 8(i))	$	4,615,341		$	3,309,476
Interest payable (Note 8(ii) and (iii))		1,166,667			320,721
Closing fee payable (Note 8(iii))		-			250,000
Notes payable (Note 8(iii))		-			13,881,305
Current portion of loans payable (Note 11)		3,323,700			222,839
Derivative liability–convertible debenture (Note 8(ii))		-			1,829,770
Convertible debenture (Note 8(ii))		-			6,649,967

Total current liabilities		9,105,708			26,464,078
Notes payable (Note 8(iii))		34,241,143			-
Derivative liability – warrants (Note 8(iv))		3,964,164			-
Asset retirement obligations (Note 6)		902,382			624,142
Loans payable (Note 11)		9,677,902			690,293

Total Liabilities		57,891,299			27,778,513

Temporary Equity
Redeemable portion of non-controlling interest (Note 8(vii))		27,322,445			22,833,645
Shareholders’ Equity
Common shares, no par value, unlimited shares authorized 99,928,683 (2014 – 99,778,683) shares issued and outstanding (Notes 5 and 8(i))		62,860,443			62,709,015
Additional paid-in capital (Note 8(vii))		56,545,713			56,390,510
Deficit accumulated		(79,184,434	)		(74,444,816	)

Total shareholders’ equity attributable to GQM Ltd.		40,221,722			44,654,709
Non-controlling interest (Note 8(vii))		40,983,667			34,250,468

Total Shareholders’ Equity		81,205,389			78,905,177

Total Liabilities, Temporary Equity and Shareholders’ Equity	$	166,419,133		$	129,517,335

“ Thomas M. Clay”		“Bryan A. Coates”
Thomas M. Clay, Chairman		Bryan A. Coates, Director

		Three Months			Three Months			Six Months			Six Months
		Ended			Ended			Ended			Ended
		June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014

General and administrative expenses (Notes 8 and 12)	$	(1,991,215	)	$	(2,081,950	)	$	(2,730,747	)	$	(3,147,208	)
Change in fair value of derivative liability including change in foreign exchange (Notes 7(ii) and 7(iv))		2,568,849			1,634,681			2,467,100			(4,112,695	)

		577,634			(447,269	)		(263,647	)		(7,259,903	)
Interest expense (Note 7(vi))		(1,070,111	)		(264,120	)		(2,017,864	)		(955,417	)

Loss on extinguishment of debt (Note 7(iii))		(151,539	)		-			(151,539	)		-
Closing fee (Note 7(iii))		(1,500,000	)		-			(1,500,000	)		-
Interest income		52,383			5,546			118,525			14,838
Net and comprehensive income (loss) for the period		(2,091,633	)		(705,843	)		(3,814,525	)		(8,200,482	)
Add: Net and comprehensive loss attributable to the non-controlling interest for the period (Note 7(vii))		712,368			-			999,074			-

Net and comprehensive income (loss) attributable to Golden Queen Mining Co Ltd. for the period	$	(1,379,265	)	$	(705,843	)	$	(2,815,451	)	$	(8,200,482	)

Earnings (Loss) per share – basic (Note 9)	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.08	)


Earnings (Loss) per share – diluted (Note 9)	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.08	)

Weighted average number of common shares outstanding -basic		99,928,683			99,619,562			99,857,412			99,441,099

Weighted average number of common shares outstanding - diluted		99,928,683			109,418,434			99,857,412			99,441,099

	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014			Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
General and administrative expenses (Notes 9 and 13)	$	(672,738	)	$	(1,119,216	)	$	(3,403,485	)	$	(4,266,435	)
Change in fair value of derivative liability including change in foreign exchange (Notes 8(ii) and 8(iv))		(598,770	)		2,861,314			1,868,329			(1,251,381	)
		(1,271,508	)		1,742,098			(1,535,156	)		(5,517,816	)
Interest expense (Note 8(vi) and Note 11)		(981,390	)		(208,126	)		(2,999,254	)		(1,163,543	)
Loss on extinguishment of debt (Note 8(iii))		-			-			(151,539	)		-
Closing fee (Note 8(iii))		-			-			(1,500,000	)		-
Commitment fee (Note 8(vii))		-			(2,250,000	)		-			(2,250,000	)
Joint venture transaction fee (Note 8(vii))		-			(2,275,000	)		-			(2,275,000	)
Interest income		49,805			18,940			168,330			33,778
Net and comprehensive income (loss) for the period		(2,203,093	)		(2,972,088	)		(6,017,619	)		(11,172,581	)
Add: Net and comprehensive loss attributable to the non-controlling interest for the period (Note 8(vii))		278,926			1,160,245			1,278,001			1,160,245
Net and comprehensive income (loss) attributable to Golden Queen Mining Co Ltd. for the period	$	(1,924,167	)	$	(1,811,843	)	$	(4,739,618	)	$	(10,012,336	)
Earnings (Loss) per share – basic (Note 10)	$	(0.02	)	$	(0.02	)	$	(0.05	)	$	(0.10	)
Earnings (Loss) per share – diluted (Note 10)	$	(0.02	)	$	(0.02	)	$	(0.05	)	$	(0.10	)
Weighted average number of common shares outstanding -basic		99,928,683			99,778,683			99,881,430			99,554,864
Weighted average number of common shares outstanding -diluted		99,928,683			99,778,683			99,881,430			99,554,864

											Total									Redeemable
											Shareholders’						Total			Portion of Non-
	Common				Additional			Deficit			Equity attributable			Non-controlling			Shareholders’			controlling
	Shares		Amount		Paid-in Capital			Accumulated			to GQM Ltd			Interest			Equity			Interest
Balance, December 31, 2013	99,233,383	$	62,289,402	$	9,927,142		$	(65,975,612	)	$	6,240,932		$	-		$	6,240,932		$	-
Issuance of common shares for mineral property	15,300		24,480		-			-			24,480			-			24,480			-
Stock options exercised	530,000		395,133		(283,712	)		-			111,421			-			111,421			-
Stock-based compensation	-		-		233,672			-			233,672			-			233,672			-
Dilution of ownership interest in subsidiary to non-controlling interest	-		-		46,513,408			-			46,513,408			38,091,955			84,605,363			25,394,637
Distributions to non- controlling interest	-		-		-			-			-			(3,000,000	)		(3,000,000	)		(2,000,000	)
Net loss for the year	-		-		-			(8,469,204	)		(8,469,204	)		(841,487	)		(9,310,691	)		(560,992	)

Balance, December 31, 2014	99,778,683	$	62,709,015	$	56,390,510		$	(74,444,816	)	$	44,654,709		$	34,250,468		$	78,905,177		$	22,833,645
Issuance of common shares as part of management agreement	150,000		151,428		-			-			151,428			-			151,428			-
Top-up contribution to non- controlling interest	-		-		-			-			-			7,500,000			7,500,000			5,000,000
Net loss for the period	-		-		-			(2,815,451	)		(2,815,451	)		(599,445	)		(3,414,896	)		(399,629	)

Balance, June 30, 2015	99,928,683	$	62,860,443	$	56,390,510		$	(77,260,267	)	$	41,990,686		$	41,151,023		$	83,141,709		$	27,434,016

	Common Shares		Amount		Additional Paid-in Capital			Deficit Accumulated			Total Shareholders’ Equity attributable to GQM Ltd			Non-controlling Interest			Total Shareholders’ Equity			Redeemable Portion of Non- controlling Interest
Balance, December 31, 2013		99,233,383	$	62,289,402	$	9,927,142		$	(65,975,612	)	$	6,240,932		$	-		$	6,240,932		$	-
Issuance of common shares for mineral property interests		15,300		24,480		-			-			24,480			-			24,480			-
Stock options exercised		530,000		395,133		(283,712	)		-			111,421			-			111,421			-
Stock-based compensation		-		-		233,672			-			233,672			-			233,672			-
Dilution of ownership interest in subsidiary to non-controlling interest (Note 8(vi))		-		-		46,513,408			-			46,513,408			38,091,955			84,605,363			25,394,637
Distributions to non-controlling interest		-		-		-			-			-			(3,000,000	)		(3,000,000	)		(2,000,000	)
Net loss for the year		-		-		-			(8,469,204	)		(8,469,204	)		(841,487	)		(9,310,691	)		(560,992	)
Balance, December 31, 2014		99,778,683	$	62,709,015	$	56,390,510		$	(74,444,816	)	$	44,654,709		$	34,250,468		$	78,905,177		$	22,833,645
Issuance of common shares as part of management agreement		150,000		151,428		-			-			151,428			-			151,428			-
Top-up contribution from non-controlling interest		-		-		-			-			-			7,500,000			7,500,000			5,000,000
Stock-based compensation		-		-		155,203			-			155,203			-			155,203			-
Net loss for the period		-		-		-			(4,739,618	)		(4,739,618	)		(766,801	)		(5,506,419	)		(511,200	)
Balance, September 30, 2015		99,928,683	$	62,860,443	$	56,545,173		$	(79,184,434	)	$	40,221,722		$	40,983,667		$	81,205,389		$	27,322,445

	Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
Operating activities:
Loss for the period	$	(6,017,619	)	$	(11,172,581	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization and depreciation		21,997			26,705
Amortization of debt discount and interest accrual		2,863,396			953,936
Change in fair value of derivative liabilities including change in foreign exchange		(1,868,329	)		1,251,381
Shares for services (Note 8(i) and Note 13)		151,428			-
Stock-based compensation		155,203			279,917
Loss on extinguishment of debt (Note 8(iii))		151,539			-
Closing fee related to long-term debt		1,500,000			-
Realized foreign exchange		(839,849	)		(282,415	)
Changes in assets and liabilities:
Receivables		24,105			(50,846	)
Prepaid expenses and other current assets		(108,180	)		(91,276	)
Inventory		(182,865	)		-
Accounts payable and accrued liabilities		285,272			(76,376	)
Interest payable		(951,445	)		(186,180	)

Cash used in operating activities		(4,815,347	)		(9,347,735	)
Investment activities:
Additions to mineral property interests		(59,812,875	)		(13,232,736	)
Purchase of financial assurance		(349,053	)		(84,366	)

Cash used in investing activities		(60,161,928	)		(13,317,102	)
Financing activities:
Top-up contribution from non-controlling interest		12,500,000			-
Investment in Golden Queen Mining LLC by non-controlling interest		-			110,000,000
Distribution to non-controlling interest		-			(5,000,000	)
Borrowing under long-term debt		25,000,000			-
Repayment of short-term debt		(2,500,000	)		(10,000,000	)
Borrowing under short-term debt					20,000,000
Repayment of convertible debentures		(7,675,000	)		-
Closing fees related to short-term debt capitalized to the loan		(250,000	)		-
Closing fees related to long-term debt		(1,500,000	)		-
Issuance of common shares upon exercise of stock options		-			111,421
Cash provided by financing activities		25,575,000			115,111,421
Net change in cash		(39,402,275	)		92,446,584
Cash, Beginning balance		91,407,644			5,030,522
Cash, Ending balance	$	52,005,369		$	97,477,106

Property consists of:
		June 30, 2015			December 31, 2014
Land	$	109,600		$	109,600
Rental properties		324,566			324,566
Property, cost		434,166			434,166
Less accumulated depreciation		(197,726	)		(182,699	)
Property, net	$	236,440		$	251,467

		September 30, 2015				December 31, 2014
Stock pile inventory		$	182,865			$	-

		June 30, 2015		December 31, 2014

Mineral property interest, land and claims	$	3,811,821	$	3,299,319
Deferred mine development costs		73,509,565		31,020,717
Asset retirement costs		550,807		272,567
Capitalized interest		3,997,182		2,412,015
Capitalized depreciation		461,248		133,516
Balance, end of the period	$	82,330,623	$	37,138,134

				Weighted Average Exercise Price
	Shares			per Share
Options outstanding, December 31, 2013	1,380,000		$	0.87
Options exercised	(530,000	)	$	0.21
Option outstanding, June 30, 2014	850,000		$	1.27
Options exercisable, June 30, 2014	650,000		$	1.29
Options forfeited	(100,000	)	$	1.16
Option outstanding and exercisable, December 31, 2014	750,000		$	1.29
Options expired	(50,000	)	$	1.22

Options outstanding and exercisable, June 30, 2015	700,000		$	1.30

	Shares			Weighted Average Exercise Price per Share
Options outstanding, December 31, 2013		1,380,000		$	0.87
Options exercised		(530,000	)	$	0.21
Option outstanding, September 30, 2014		850,000		$	1.27
Options exercisable, September 30, 2014		750,000		$	1.29
Options forfeited		(100,000	)	$	1.16
Option outstanding and exercisable, December 31, 2014		750,000		$	1.29
Options expired		(50,000	)	$	1.22
Options issued		570,000		$	0.58
Options outstanding, September 30, 2015		1,270,000		$	0.97
Options exercisable, September 30, 2015		1,176,667		$	1.01

	2015			2014

Expected life years		5.00			-
Interest rate		0.75	%		-
Volatility		76.83	%		-
Dividend yield		0.00	%		-
Grant date fair value	$	0.326			-

		Weighted
	Number	Average
	Outstanding	Remaining
Expiry	and	Contractual Life	Exercise
Date	Exercisable	(Years)	Price

November 11, 2015	200,000	0.37	$1.16
June 3, 2018	50,000	2.93	$1.16
September 3, 2018	150,000	3.18	$1.59
September 18, 2018	300,000	3.22	$1.26

Outstanding, June 30, 2015	700,000	2.38
Exercisable, June 30, 2015	700,000	2.38

Expiry Date	Number Outstanding		Number Exercisable		Remaining Contractual Life (Years)		Exercise Price

November 11, 2015		200,000		200,000		0.12	$	1.16
June 3, 2018		50,000		50,000		2.68	$	1.16
September 3, 2018		150,000		150,000		2.93	$	1.59
September 18, 2018		300,000		300,000		2.97	$	1.26
September 8, 2020		570,000		476,667		4.95	$	0.58

Balance, September 30, 2015		1,270,000		1,176,667

	September 30, 2015		December 31, 2014

Balance, beginning of the period	$	-	$	-
Issued		10,000,000		-
Balance, end of the period	$	10,000,000	$	-

Expiry Date	Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Exercise Price

June 8, 2020		10,000,000		4.69	$	0.95

		~~June 30, 2015~~		~~December 31, 2014~~

~~Balance, beginning of the period~~	$	-	$	-
~~Issued~~		~~10,000,000~~		-
~~Balance, end of the period~~	$	~~10,000,000~~	$	-

	For the three and six months ended June 30, 2015, the Company paid $12,378 and $201,312 (Three and six months ended June 30, 2014 - $39,032 and $84,059) to Mr. H. Lutz Klingmann for services as President of the Company of which $Nil (December 31, 2014 - $Nil; June 30, 2014 - $13,797) is payable as at June 30, 2015. Included in the consulting fees for the six months ended June 30, 2015 was $151,428 (Six months ended June 30, 2014 - $Nil) related to 150,000 bonus shares issued in accordance with Mr. Klingmann’s management agreement (Refer to Note 6 – Commitments and Contingencies of the unaudited condensed consolidated interim financial statements). On May 1, 2015 Mr. Klingmann became an employee of the Company and his salary, since that date, is included under corporate salary expenses.
(ii)
	During the three and six months ended June 30, 2015, the Company paid a total of $18,414 and $36,852 respectively (2014 - $11,815 and $23,439, respectively) for regular director fees to the three independent directors and Thomas M. Clay. Mr. Clay did not receive directors’ fees during the three and six months ended June 30, 2014. Convertible Debentures

	2015	2014
Risk-free interest rate	0.49% - 0.50%	1.00% - 1.09%
Expected life of derivative liability	0.07 - 0.32 years	0.57 - 1.32 years
Expected volatility	49.36% - 77.00%	73.03% - 98.21%
Dividend rate	0.00%	0.00%

	(iv)	Share Purchase Warrants

	On June 8, 2015 the Company issued 10,000,000 share purchase warrants to the Clay family in connection with the June 2015 Loan. The share purchase warrants are exercisable until June 8, 2020 at an exercise price of $0.95. Included in the June 2015 Loan agreement was an anti-dilution provision. If the Company were to complete a financing at a share price lower than the exercise price of the share purchase warrants, the exercise price of the share purchase warrants would be adjusted to match the price at which the financing was completed.

	The share purchase warrants meet the definition of a derivative liability instrument as the exercise price is not a fixed price as described above. Therefore, the settlement feature does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15.

	The fair value of the derivative liability related to the share purchase warrants as at June 30, 2015 is $3,352,979 (December 31, 2014 - $Nil). The derivative liability was calculated using an acceptable option pricing valuation model with the following assumptions: – Continued

	(vi)	Amortization of Discounts and Interest Expense

	~~The following table summarizes the amortization of discounts and interest on loans and convertible debentures:~~

	(vii)	Joint Venture Transaction - Continued

	Gauss is a funding vehicle owned by entities controlled by Leucadia National Corporation (NYSE: LUK) (“Leucadia”) and certain members of the Clay family, a shareholder group which collectively owned approximately 27% of the issued and outstanding shares of Golden Queen (the “Clay Group”) at the time of the transaction. Gauss is owned 67.5% by Gauss Holdings LLC (“Gauss Holdings”, Leucadia’s investment entity) and 32.5% by Auvergne LLC (“Auvergne”, the Clay Group’s investment entity). Pursuant to the transaction, Leucadia was paid a transaction fee of $2,000,000 and $275,000 was paid to Auvergne through GQM LLC. The Company has adopted an accounting policy of expensing these transaction costs.

	~~Variable Interest Entity~~

	In accordance with ASC 810-10-30, the Company has determined that GQM LLC meets the definition of a VIE and that the Company is part of a related party group that, in its entirety, would meet the definition of a primary beneficiary. Although no individual variable interest holder individually meets the definition of a primary beneficiary in the absence of the related party group, Golden Queen has determined it is considered the member of the related party group most closely associated with GQM LLC. As a result, the Company has consolidated 100% of the accounts of GQM LLC in these consolidated financial statements, while presenting a non-controlling interest portion representing the 50% interest of Gauss in GQM LLC on its balance sheet. A portion of the non-controlling interest has been presented as temporary equity on the Company’s balance sheet representing the initial value of the non-controlling interest that could potentially be redeemable by Gauss in the future. The net assets of GQM LLC as of June 30, 2015 and December 31, 2014 are as follows:

	(vii)	Joint Venture Transaction - Continued

	~~Non-Controlling Interest - Continued~~

	If the non-diluted member does not make an election pursuant to the above within 60 days, the diluted member may choose (a) or (b) above. If no election is made by the diluted member, option (a) is deemed to have been elected.

	~~This clause in the Joint Venture Transaction constitutes contingent redeemable equity as outlined in Accounting Series Release No. 268 (“ASR 268”) and has been classified as temporary equity.~~

	On initial recognition the amount of the temporary equity is calculated using the guidance that specifies that the initial measurement of redeemable instruments should be the carrying value. The amount allocated to temporary equity and the permanent equity on initial recognition is shown below. Temporary equity represents the amount of redeemable equity within Gauss’ ownership interest in the net assets of GQM LLC. The remaining 60% of their interest is considered permanent equity as it is not redeemable.

		Permanent Non-			Temporary Non-
		Controlling Interest			Controlling Interest
Carrying value of non-controlling interest, December 31, 2014	$	34,250,468		$	22,833,645
Capital contribution		7,500,000			5,000,000
Net and comprehensive loss for the period		(599,445	)		(399,629	)
Carrying value of non-controlling interest , June 30, 2015	$	41,151,023		$	27,434,016

	(vii)	Joint Venture Transaction - Continued

	~~Capital Contribution Agreement~~

		June 30, 2015		June 30, 2014
Cash paid during period for:
Interest	$	589,553	$	-
Income taxes	$	-	$	-
Non-cash financing and investing activities:
Stock-based compensation	$	-	$	192,148
Common shares issued as part of a management agreement	$	151,428	$	-
Common shares issued for mineral property	$	-	$	24,480
Mineral property acquired through issuance of debt	$	4,377,970	$	-
Mineral property expenditures included in accounts payable	$	7,658,456	$	228,071
Non-cash interest cost capitalized to mineral property interests	$	1,585,167	$	990,813
Non-cash amortization of discount and interest expense	$	1,973,307	$	955,417

	September 30, 2015		September 30, 2014
Cash paid during period for:
Interest	$	1,070,664	$	395,787
Income taxes	$	-	$	-
Non-cash financing and investing activities:
Stock-based compensation	$	155,428	$	279,917
Common shares issued for mineral property	$	-	$	24,480
Mineral property acquired through issuance of debt	$	12,088,470	$	-
Mineral property expenditures included in accounts payable	$	4,117,646	$	1,000,991
Non-cash interest cost capitalized to mineral property interests	$	2,509,899	$	1,829,540
Non-cash amortization of discount and interest expense	$	2,863,396	$	1,163,543

	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014			Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
Numerator:
Net income (loss) – numerator for basic EPS	$	(1,924,167	)	$	(1,811,843	)	$	(4,739,618	)	$	(10,012,336	)

Numerator for diluted EPS	$	(1,924,167	)	$	(1,811,843	)	$	(4,739,618	)	$	(10,012,336	)

	September 30, 2015			December 31, 2014

Balance, beginning of period	$	913,132		$	-
Additions		15,523,198			1,106,521
Payments		(3,434,728	)		(193,389	)
Balance, end of period		13,001,602		$	913,132

		June 30, 2015			December 31, 2014
Motor Grader – Acquired on December 5, 2014 for a total purchase price of $291,146 including financing fees. The loan is payable over 4 years and carries an annual interest rate of 1.80% and a monthly payment of $5,268, principal and interest. The Company made a down payment of $47,335.	$	214,286		$	243,811

Water Wagon – Acquired on November 6, 2014 for a total purchase price of $815,374 including financing fees. The loan is payable over 4 years and carries an annual interest rate of 2.99% and a monthly payment of $15,109, principal and interest. The Company made a down payment of $132,646.		588,171			669,321

Crawler Dozer (Small) – Acquired on February 17, 2015 for a total purchase price of $822,750 including financing fees. The loan is payable over 4 years and carries an annual interest rate of 2.99% and a monthly payment of $15,245, principal and interest. The Company made a down payment of $133,875.		634,559			-

Crawler Dozer (Large) – Acquired on March 20, 2015 for a total purchase price of $1,364,725 including financing fees. The loan is payable over 4 years and carries an annual interest rate of 2.99% and a monthly payment of $25,287, principal and interest. The Company made a down payment of $222,075.		1,075,163			-

Two Articulated Trucks – Acquired on February 17, 2015 for a total purchase price of $671,944 each including financing fees. The loans are payable over 4 years and carries an annual interest rate of 2.99% and monthly payments of $12,451 each, principal and interest. The Company made a down payments of $109,325 for each truck.		1,036,515			-

Two Excavators – Acquired on April 23, 2015 and June 26, 2015 for a total purchase price of $992,541 and 280,843 respectively, including financing fees. The loans are payable over 4 years and carry an annual interest rate of 2.99% and 0.00% and monthly payments of $18,391 and $4,900 each, principal and interest. The Company made down payments of $161,487 and $45,658 for each truck.		1,033,557			-

Wheeled Dozer – Acquired on June 26, 2015 for a total purchase price of $846,575 including financing fees. The loan is payable over 4 years and carries an annual interest rate of 2.99% and monthly payments of $15,687, principal and interest. The Company made a down payments of $137,725 for each truck.		708,850			-

Total loan balance		5,291,102			913,132
Less: Current portion of loan		(1,347,120	)		(222,839	)

Loan payable – Long-term portion	$	3,943,982		$	690,293

	September 30, 2015		December 31, 2014

Total acquisition costs	$	16,629,719	$	1,106,521
Interest rates		0.00% - 4.24%		1.80% - 2.99%
Monthly payments		$4,669 - $33,906		$5,268 - $15,109
Average remaining life (Years)		3.61		3.89
Short-term portion		3,323,700		222,839
Long-term portion	$	9,677,902	$	690,293

Year	Principal Payments
2015	$	819,671
2016	$	3,353,953
2017	$	3,477,885
2018	$	3,591,522
2019	$	1,758,571