UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.Washington. DC 20549

SCHEDULE 14A
(RULE 14A-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [   ]

Check the appropriate box:
[   ] Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
[X] Definitive Proxy Statement
[   ] Definitive Additional Materials
[   ] Soliciting Material under Rule 14a-12

GOLDEN QUEEN MINING CO. LTD.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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[   ] Fee paid previously with preliminary materials.

[   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS

TO BE HELD ON June 10, 2014

- and -

PROXY STATEMENT AND MANAGEMENT INFORMATION CIRCULAR

GOLDEN QUEEN MINING CO. LTD.

CORPORATE OFFICE
6411 Imperial Avenue
West Vancouver, British Columbia, V7W 2J5

Website:www.goldenqueen.com

NOTICE OF SPECIALANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD AT 10:00 A.M. ON DECEMBER 17, 2013JUNE 10, 2014

The SpecialNOTICE IS HEREBY GIVEN that the 2014 Annual General Meeting of Shareholders (the “Meeting”) of Golden Queen Mining Co. Ltd. (the “Company”“Company”) will be held at 10:00 a.m. (Pacific Standard Time) on Tuesday, December 17, 2013June 10, 2014 at Suite 1200 - 750 West Pender Street,the Pan Pacific Hotel, Coal Harbour Room, 999 Pan Pacific Way, Vancouver, British Columbia,BC, V6C 2T8,3B5, for the following purposes:

The specific details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular accompanying and forming part of this Notice.

The board of directors has fixed November 1, 2013,April 17, 2014 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to receive notice of and to vote at the Meeting.

All shareholders are invited to attend the Special Meeting in person, but even if you expect to be present at the meeting,Meeting, you are requested to mark, sign, date and return the enclosed proxy card as promptly as possible in the envelope provided to ensure your representation.All proxies must be received by our transfer agent not less than forty-eight (48)48 hours, excluding Saturdays, Sundays, and holidays,prior tobefore the time of the meetingMeeting in order to be counted.The address of our transfer agent is as follows: Computershare Trust Company of Canada, Proxy Dept., 100 University Ave., 8^th Floor, Toronto, ON, M5J 2Y1. Shareholders of record attending the Special Meeting may vote in person even if they have previously voted by proxy.

Dated at Vancouver, British Columbia, this 1817^th day of November, 2013.April, 2014.

BY ORDER OF THE BOARD OF DIRECTORS

Important Notice Regarding the Availability of Proxy Materials for
the Company’s SpecialAnnual General Meeting of Shareholders on December 17, 2013.June 10, 2014.
The Company’sGolden Queen Mining Co. Ltd. Proxy Statement isand 2013 Annual Report to Shareholders
are available online atwww.goldenqueen.com

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PROXY STATEMENT AND INFORMATION CIRCULAR

SPECIAL MEETING OF SHAREHOLDERSGOLDEN QUEEN MINING CO. LTD.
TO BE HELD DECEMBER 17, 20136411 Imperial Avenue
West Vancouver, British Columbia, V7W 2J5

In this Proxy Statement, and Information Circular, all references to “$” are references to United States dollars and all references to “C$” are references to Canadian dollars. As at November 1, 2013,April 17, 2014, one Canadian dollar was equal to approximately $0.96$0.9093 in U.S. Currency.United States dollars.

GENERALINFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

The enclosed proxy is solicited by the Board of Directors (the “Board”“Board”) of Golden Queen Mining Co. Ltd., a British Columbia corporation (the "Company""Company" or “Golden Queen”“Golden Queen”), for use at the SpecialAnnual General Meeting of Shareholders (the “Meeting”“Meeting”) of Golden Queen to be held at 10:00 a.m. (Pacific Standard Time) on December 17, 2013,Tuesday, June 10, 2014, at the offices of Morton Law LLP, Suite 1200 - 750 West Pender Street,Pan Pacific Hotel, Coal Harbour Room, 999 Pan Pacific Way, Vancouver, British Columbia,BC, V6C 2T8,3B5, and at any adjournment or postponement thereof.

In this Proxy Statement, “Registered Shareholders” means shareholders whose names appear on the records of the Company as the registered holders of shares. “Beneficial Shareholders” means shareholders who do not hold shares in their own name, as further explained under “Voting by Beneficial Shareholders” below.

This Proxy Statement and the accompanying proxy card are being mailed to our shareholders on or about November 20, 2013.April 30, 2014. The Company is sending proxy-related materials directly to Registered Shareholders, as well as non-objecting beneficial ownersBeneficial Shareholders under Canadian National Instrument 54-101 (“NI 54-101.54-101”). Management of the Company does not intend to pay for intermediaries to forward to objecting beneficial owners under NI 54-101 the proxy-related materials and in the case of anto objecting beneficial owner, theBeneficial Shareholders under NI 54-101. As a result, objecting beneficial ownerBeneficial Shareholders will not receive the materials unless the objecting beneficial owner’sBeneficial Shareholder’s intermediary assumes the cost of delivery.

The cost of solicitation will be paid by the Company. The solicitation will be made primarily by mail. Proxies may also be solicited personally or by telephone by certain of the Company’s directors, officers and regular employees, who will not receive additional compensation therefore. In addition, the Company will reimburse brokerage firms, custodians, nominees and fiduciaries for their expenses in forwarding solicitation materials to beneficial owners.non-objecting Beneficial Shareholders. The total cost of proxy solicitation, including legal fees and expenses incurred in connection with the preparation of this Proxy Statement, and Information Circular, is estimated to be $20,000.

Our administrative offices are located at 6411 Imperial Avenue, West Vancouver, British Columbia, V7W 2J5.

APPOINTMENT OF PROXYHOLDERAppointment of Proxyholder

The persons named as proxyholder in the accompanying Proxy or voting instruction form of proxy(“VIF”) were designated by the management of the Company (“Management Proxyholder”Proxyholder”).A shareholder desiring to appoint some other person (“Alternate Proxyholder”) to represent him or her at the Meeting may do so by inserting such other person's name in the space indicated on the Proxy or VIF, or by completing another proper form of proxy.A person appointed as proxyholderan Alternate Proxyholder need not be a shareholder of the Company. All completed proxy forms must be deposited with Computershare Investor Services Inc. (“Computershare”) not less than forty-eight (48) hours, excluding Saturdays, Sundays, and holidays, before the time

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Exercise of the Meeting or any adjournment of it unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

EXERCISE OF DISCRETION BY PROXYHOLDERDiscretion by Proxyholder

The proxyholder will vote for or against or withhold from voting the shares, as directed by a shareholder on the proxy, on any ballot that may be called for.In the absence of any such direction, the Management Proxyholder will vote in favour of matters described in the proxy.Proxy or VIF. In the absence of any direction as to how to vote the shares, an Alternate Proxyholder has discretion to vote them as he or she chooses.

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The enclosed form of proxyProxy or VIF confers discretionary authority upon theproxyholder with respect to amendments or variations tomatters identified in the attached Notice of Meeting and other matters which may properlycome before the Meeting.At present, Managementmanagement of the Company knows of no such amendments, variations or other matters.

PROXY VOTING

Registered Shareholders

If you are a registered shareholder,Registered Shareholder, you may wish to vote by proxy whether or not you attend the Meeting in person. Registered shareholdersShareholders electing to submit a proxy may do so by completing the enclosed form of proxy (the “Proxy”)Proxy and returning it to the Company’s transfer agent, Computershare, in accordance with the instructions on the Proxy. In all cases youYou should ensure that the Proxy is received by Computershare at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used. The chairman of the Meeting may elect to exercise his discretion to accept proxies received after the due date.

Beneficial Shareholders

The following information is of significant importance to shareholdersBeneficial Shareholders (shareholders who do not hold shares in their own name (referred to as “Beneficial Shareholders”)name). Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholdersRegistered Shareholders (those whose names appear on the records of the Company as the registered holders of shares).

If shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those shares will not be registered in the shareholder's name on the records of the Company. Such shares will more likely be registered under the names of the shareholder's broker or an agent of that broker. In the United States, the vast majority of such shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are requiredIf you have consented to seek voting instructionsdisclosure of your ownership information, you will receive a VIF from Beneficial Shareholders in advancethe Company (through Computershare). If you have declined to disclose your ownership information, you may receive a VIF from your Intermediary if they have assumed the cost of shareholders' meetings.delivering the Proxy Statement and associated meeting materials. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

If you are a Beneficial Shareholder:

You should carefully follow the instructions of your broker or intermediary in order to ensure that your shares are voted at the Meeting. The form of proxy supplied to you by your broker will be similar to the Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokersmost intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge Investor Communication ServicesFinancial Solutions, Inc. (“Broadridge”Broadridge”) in the United States and in Canada. Broadridge mails

By returning the VIF in accordance with the instructions noted on it, a voting instruction form in lieuBeneficial Shareholder is able to instruct the Registered Shareholder (the intermediary) how to vote on behalf of a Proxythe Beneficial Shareholder. VIF’s, whether provided by the Company. Company or by an intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF. In either case, the purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the shares which they beneficially own.

The voting instruction formVIF will name the same persons as the Company's Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting.If you receive a voting instruction form from Broadridge, you cannot use it to vote shares directly at the Meeting - the voting instruction form must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the shares voted.

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting shares registered in the name of your broker,intermediary, you, or a person designated by you (who need not be a shareholder), may attend at the Meeting as proxyholder for your brokerintermediary and vote your shares in that capacity. If you wishTo exercise this right to attend the Meeting and indirectly voteor appoint a proxyholder of your sharesown choosing, you should insert the name of the desired representative in the blank space provided in the VIF. Alternatively, you may provide other written instructions requesting that you or your desired representative attend the Meeting as proxyholder for your broker,intermediary. The completed VIF or have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the voting instruction form provided to you and return the same to your brokerother written instructions must then be returned in accordance with the instructions provided by such broker,on the form.

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If you receive a VIF from the Company or Broadridge, you cannot use it to vote shares directly at the Meeting - the VIF must be completed and returned in accordance with its instructions, well in advance of the Meeting.Meeting in order to have the shares voted.

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Alternatively, you can request in writing that your broker send you a legal proxy which would enable you, or a person designated by you, to attend at the Meeting and vote your shares.

REVOCATION OF PROXIESRevocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholderRegistered Shareholder who has given a proxyProxy may revoke it by:

A revocation of a proxyProxy will not affect a matter on which a vote is taken before the revocation.

Only registered shareholdersRegistered Shareholders have the right to revoke a Proxy. Non-Registered HoldersBeneficial Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediariesintermediaries to revoke the Proxy on their behalf.

VOTING PROCEDURE

A quorum for the transaction of business at the Meeting is one person present at the meeting representing in person or by proxy not less than 10% of the votes eligible to cast at such meeting. Broker non-votes occur when a person holding shares through a bank or brokerage account does not provide instructions as to how his or her shares should be voted and the broker does not exercise discretion to vote those shares on a particular matter. Abstentions and broker non-votes will be included in determining the presence of a quorum at the Meeting. However, an abstention or broker non-vote will not have any effect on the outcome for the election of directors.

Shares for which proxy cardsProxies are properly executed and returned will be voted at the Meeting in accordance with the directions noted thereon or, in the absence of directions, will be voted "FOR" fixing of the number of directors at five (5), “FOR” the approval, by special resolution,election of each of the increase innominees to the authorized capitalBoard of Directors named on the following page, and "FOR" the resolution to ratify the appointment of BDO Canada LLP as independent auditors of the Company from 150,000,000 to an unlimited number of common shares, all without par value.for the fiscal year ending December 31, 2014. It is not expected that any matters other than those referred to in this Proxy Statement will be brought before the Meeting. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their discretion with respect to such matters.

To be effective, each matter which is submitted to a vote of shareholders, other than for the approval of auditors, must be approved by a majority of the votes cast by the shareholders voting in person or by proxy at the Meeting.

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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

On April 17, 2014 (the “Record Date”) there were 99,378,683 shares of our common stock (the "Common Stock"), issued and outstanding, each share carrying the right to one vote. Only shareholders of record at the close of business on the Record Date will be entitled to vote in person or by proxy at the Meeting or any adjournment thereof.

To the knowledge of the directors and officers of the Company, no person or corporation beneficially owns directly or indirectly, or exercises control or direction over, more than 5% of the outstanding Common Stock as of April 17, 2014, except as described below:

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, no Person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors and the appointment of auditors and as set out herein. For the purpose of this paragraph, “Person”“Person” shall include each person: (a) who has been a director, senior officer or insider of the Company at any time since the commencement of the Company’s last fiscal year; (b) who is a proposed nominee for election as a director of the Company; or (b)(c) who is an associate or affiliate of a person included in subparagraphsubparagraphs (a) or (b).

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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIESMATTERS TO BE ACTED UPON AT MEETING

On November 1, 2013 (the “Record Date”) there were 99,133,383 sharesProposal 1: Election of our common stock (the "Common Stock"), issuedDirectors

The Board proposes to fix the number of directors at five (5) and outstanding, each share carryingthat the right to one vote. Only shareholders of record at the close of business on the Record Date willfollowing five (5) nominees be entitled to vote in person or by proxyelected as directors at the Meeting, each of whom will hold office until the expiration of their term or any adjournment thereof.until his or her successor shall have been duly appointed or elected and qualified: H. Lutz Klingmann, Thomas M. Clay, Bryan A. Coates, Guy Le Bel, and Bernard Guarnera.

ToUnless otherwise instructed, it is the knowledgeintention of the persons named as proxies on the accompanying proxy card to vote shares represented by properly executed proxies for the election of such nominees. Although the Board anticipates that the five (5) nominees will be available to serve as directors of Golden Queen, if any of them should be unwilling or unable to serve, it is intended that the proxies will be voted for the election of such substitute nominee or nominees as may be designated by the Board.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" FIXING THE NUMBER OF DIRECTORS AT FIVE (5) AND “FOR” THE ELECTION OF EACH NOMINEE.

As part of its ongoing review of corporate governance policies, on March 5, 2014, the Board adopted a policy providing that in an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” will tender his or her resignation to the Chairman of the Board promptly following the shareholders’ meeting. The Board will consider the offer of resignation and executive officerswill make a decision whether or not to accept it. In considering whether or not to accept the resignation, the Board will consider all factors deemed relevant by the members of the Board. The Board will be expected to accept the resignation except in situations where the considerations would warrant the applicable director continuing to serve on the Board. The Board will make its final decision and announce it in a press release within 90 days following the shareholders’ meeting. A director who tenders his or her resignation pursuant to this policy will not participate in any meeting of the Board at which the resignation is considered.

The following table sets out the names of the nominees, their positions and offices in the Company, principal occupations, the period of time that they have been directors of the Company, whether or not they are considered independent or non-independent, the beneficial owners or persons exercising control over Companynumber of shares carrying more than 5% of the outstanding voting rights are:Company which each beneficially owns or over which control or direction is exercised, Board/Committee membership and attendance, and other public board directorship information:

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4The Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. The Board as a whole is responsible for identifying, screening and/or appointing persons to serve on the Board. In identifying Board candidates, it is the Company’s goal to identify persons who it believes have appropriate expertise and experience to contribute to the oversight of a company of the Company’s nature while also reviewing other appropriate factors. The Board believes that the process in place to identify candidates and elect directors allows the most qualified candidates to be appointed independently.

The Company believes that each of the persons standing for election to the Board at the Meeting has the experience, qualifications, attributes and skills that, when taken as a whole, will enable the Board to satisfy its oversight responsibilities effectively.

The Board is responsible for overseeing management of the Company and determining the Company’s strategy and for determining whether or not a director is independent. In making this determination, the Board has adopted the definition of “independence” as set forth in NI 58-101 and NP 58-201, which recommends that a majority of the Board be considered “independent”. In applying this definition, the Board considers all relationships of the directors of the Company, including business, family and other relationships.

As at the date of this Proxy Statement, there are five (5) directors on the Board, H. Lutz Klingmann, Thomas M. Clay, Bryan A. Coates, Guy Le Bel, and Bernard Guarnera. Of the five directors, Bryan A. Coates, Guy Le Bel, and Bernard Guarnera are considered independent. H. Lutz Klingmann, President and CEO of the Company, and Thomas M. Clay, are not considered independent. Following the Meeting, the Board, as proposed by management in this Proxy Statement, will be comprised of H. Lutz Klingmann, Thomas M. Clay, Bryan A. Coates, Guy Le Bel, and Bernard Guarnera.

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PROPOSAL 1Biographical Information Regarding Executive Officers
INCREASE OF AUTHORIZED CAPITAL

The Company proposes to alter its NoticeH. Lutz Klingmann - President and Chief Executive Officer.H. Lutz Klingmann has been involved with Golden Queen Mining Co. Ltd. since 2001 and has been instrumental in the development and permitting process of Articles to increase the Company’s authorized capital from 150,000,000 common shares without par value to an unlimitedSoledad Mountain Project. He is a former Director and President of Minto Explorations Ltd. as well as a former director and president of a number of common shares without par value,mid-tier and no preferred shares.junior mining and exploration companies. He has developed six mines, four of which were in the southwestern United States, since mid-1981. His operating experience spans the globe from Africa, Venezuela, Canada and the United States.

The Company currently has no specific proposals or agreements for offers or sales of its common shares. The Company expects that costs associatedAndrée St-Germain – Chief Financial Officer and Corporate Secretary.Ms. St-Germain was previously an investment banker with developingDundee Capital Markets where she worked exclusively with mining companies on a mine at its Soledad Mountain project may require additional equity financing. Any mine project financing or seriesvariety of financings could resultand merger and acquisition advisory assignments. She holds an International Master of Business Administration degree (Honours) from Schulich School of Business (York University).

Laurence Morris – Chief Operating Officer.Mr. Morris is a mining engineer and geologist with more than 30 years of experience in the allotmentmetals and mining business. Most recently, Mr. Morris was the Chief Operating Officer of additional common sharesEsperanza Resources Corporation from May 2012 to March 2013. From August 2010 to May 2012, Mr. Morris held the position of Vice President of Operations for Minefinders Corporation Ltd. In that would exceedposition, he oversaw all aspects of sustaining development, mining operations, exploration activities and resource management at the Company’s current authorized capital. Accordingly,Dolores gold mine in Mexico. Prior to joining Minefinders in 2010, Mr. Morris worked in mine management for First Quantum Minerals Ltd. in Zambia and Mauritania.

Proposal 2:Ratification of Appointment of Independent Auditors

BDO Canada LLP was appointed as Golden Queen’s independent auditors on November 13, 1996. BDO Canada LLP served as Golden Queen’s independent auditors for the Company believes that it is prudent to increase the authorized capital at this time.

fiscal year ended December 31, 2013. The rights, privileges, preferences and restrictions applicable to the Company’s common shares will not be affected by the proposed change to the authorized capital. There are currently no provisions in the current Articles or agreements to which the Company is a party or is aware of, or any other facts or circumstances, that would give the Company a basis to conclude that the increase in authorized capital would have the effect of delaying, deferring or preventing a potential change in control.

If shareholders of the Company approve(the “Shareholders”) will be asked at the proposalMeeting to changevote for the Company’s capital structure,appointment of BDO Canada LLP as auditors of the Company until the next annual general meeting of Shareholders or until a successor is appointed, at a remuneration fixed by the directors.

Representatives of BDO Canada LLP are expected to be present at the Meeting, will filehave the opportunity to make a Notice of Alteration, in the form attached hereto as Appendix “A”, with the British Columbia Registrar of Companies implementing the change in the Company’s capital structure.statement if they desire to do so, and are expected to be available to respond to questions from Shareholders.

The resolutionfees for services provided by BDO Canada LLP for the fiscal years ended 2012 and 2013 were as follows:

These audit fees were for the audit of the fiscal years ended December 31, 2013 and December 31, 2012. The tax fees were for the preparation of U.S. and Canadian tax filing periods ending December 31, 2013 and December 31, 2012 as well as tax planning analysis.

Although the appointment of BDO Canada LLP is not required to increasebe submitted to a vote of shareholders, the authorized capital must be passed by not less than 2/3Board believes it appropriate as a matter of policy to request that shareholders ratify the appointment of the independent auditors for the fiscal year ending December 31, 2014. In the event a majority of the votes cast at the meeting are not voted in favor of ratification, the adverse vote will be considered as a direction to the Board to select other independent auditors for the fiscal year ending December 31, 2015.

Section 10(A)(i) of the Exchange Act prohibits the Company’s independent auditor from performing audit services for the Company as well as any services not considered to be “audit services” unless such services are pre-approved by the shareholders present in personAudit Committee of the Board, or by proxy atunless the Meeting. Accordingly,services meet certainde minimis standards.

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Under the Company’s shareholders willAudit Committee Charter, all non-audit services to be asked to considerperformed by the Company’s independent auditor must be approved in advance by the Audit Committee. All of the 2013 audit related fees, quarterly review fees and if thought advisable, to pass, with or without amendment, a special resolution as follows:tax fees were pre-approved by the Audit Committee.

“BE IT RESOLVED, as a Special Resolution, THAT:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” INCREASING THE AUTHORIZED CAPITALRATIFICATION OF THE COMPANY TO AN UNLIMITED NUMBERAPPOINTMENT OF COMMON SHARES.BDO CANADA LLP AS GOLDEN QUEEN'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

OTHER MATTERSThe affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote is required.

Other Matters

Golden Queen knowsis not aware of noany matters to come before the Meeting other matters that are likely to be brought beforethan those set forth in the Notice of Meeting. If, however, other matters not presently known or determined properly come before the Meeting, the persons named as proxies in the enclosed proxy card or their substitutes will vote such proxy in accordance with their discretion with respect to such matters.

DIRECTORS AND EXECUTIVE OFFICERS

The following table contains information regarding the members and nominees of the Board of Directors and the Executive of Golden Queen as of the Record Date:

All of the officers identified above serve at the discretion of the Board of Directors and have consented to act as directors of the Company.

RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

There are no family relationships among any of the existing directors or executive officers of Golden Queen.

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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of April 17, 2014 by:

Except as noted below, Golden Queen believes that the beneficial owners of the Common Stock listed below, based on information furnished by such owners, have sole voting and investment power with respect to such shares, except as noted in the footnote below the table.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Golden Queen's directors, executive officers and persons who own more than 10% of a registered class of Golden Queen’s securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of Golden Queen. Directors, executive officers and greater than 10% shareholders are required by SEC regulation to furnish Golden Queen with copies of all Section 16(a) reports they file.

To Golden Queen’s knowledge, based solely on a review of Forms 3 and 4, as amended, furnished to it during its most recent fiscal year ended December 31, 2013, and Form 5, as amended, furnished to it with respect to such year, Laurence Morris missed a Form 3 filing, and each of the following directors, executive officers and persons who own more than 10% of the registered class of Golden Queen’s securities filed a late Form 4 during the year ended December 31, 2013 in respect of one transaction: Bryan A. Coates, Guy Le Bel, Bernard Guarnera and Harris Clay.

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DIRECTOR COMPENSATION

The following table sets out the compensation provided to the members of the Board during the Company’s year ended December 31, 2013:

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the total compensation of Golden Queen’s president and chief executive officer, chief financial officer, and the chief operating officer (the “Named Executive Officers”) during the last three completed fiscal years for services rendered to Golden Queen in all capacities.

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OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

The Board approves the issuance of stock options to our directors, officers, employees and consultants. Unless otherwise provided by the Board of Directors, all vested options are exercisable for a term of five (5) years from the date of grant. During the fiscal year ended December 31, 2013, 600,000 options were granted to the Named Executive Officers as follows:

OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED FISCAL YEAR

The following table sets forth the information concerning all option-based awards outstanding for each of Golden Queen’s Named Executive Officers as of December 31, 2013:

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as of the end of the fiscal year ended December 31, 2013 with respect to compensation plans under which equity securities of the Company are authorized for issuance:

AGGREGATED STOCK OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

A total of 500,000 stock options were exercised by the Named Executive Officers during the Company’s fiscal year ended December 31, 2013 as follows:

TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS

The Company has entered into employment contracts with each of the Named Executive Officers as follows:

The Company entered into a consulting services agreement in 2004 with Mr. H. Lutz Klingmann, the President and Chief Executive Officer of the Company, which was amended in May of 2010. Pursuant to the amended agreement, 300,000 bonus shares are issuable upon a change of control transaction or upon a sale of all or substantially all of the Company’s assets, having a value at or above C$1.00 per share of the Company, with a further 300,000 bonus shares being issuable in the event the change of control transaction or asset sale occurred at a value at or above C$1.50 per share. As at December 31, 2013, the milestones have not been reached and no accrual was made in connection with these arrangements.

The Company entered into an employment contract on September 18, 2013 with Andrée St-Germain, the Chief Financial Officer and Corporate Secretary of the Company. Ms. St-Germain is entitled to an annual salary of C$150,000 and a one-time bonus target of C$150,000 to be payable as to 50% after six (6) months and 50% after twelve (12) months, subject to a performance review by the Compensation Committee. Thereafter, Ms. St-Germain may be paid bonuses at the sole discretion of the Board. Pursuant to the contract, if Ms. St-Germain is terminated by the Company without cause during the first twelve (12) months of her employment, she will be entitled to six (6) months base salary being C$75,000. If Ms. St-Germain is terminated by the Company without cause after the first twelve (12) months of her employment, she will be entitled to twelve (12) months base salary being C$150,000. In the event that the employment of Ms. St-Germain is terminated by the Company or its successor without cause, or is terminated by Ms. St-Germain for good reason, in either case within six (6) months following a change of control, she will be entitled to receive a lump-sum severance payment equal to twenty-four (24) months base salary, being C$300,000, and two (2) times her annual bonus, being C$300,000. Ms. St-Germain’s contract continues indefinitely, unless and until terminated.

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The Company entered into a letter agreement dated April 28, 2013 with Laurence Morris as the Chief Operating Officer of the Company. Mr. Morris is entitled to an annual salary of $150,000 and a bonus of up to 200% of the base salary as determined on review at twelve (12) months and eighteen (18) months, and at the discretion of the Board. Pursuant to the agreement, in the event Mr. Morris’ employment is terminated in connection with or within six (6) months following an acquisition of the Company by another unrelated company, then Mr. Morris will be entitled to receive a one-time termination payment of 100% of his base salary, being $150,000, and all of his stock options will vest immediately. Mr. Morris’ contract continues indefinitely, unless and until terminated.

REPORT OF CORPORATE GOVERNANCE

The Canadian Securities Administrators have adopted National Instrument 58-101Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201Corporate Governance Guidelines(“NP 58-201”) (the “Guidelines”), both of which came into force as of June 30, 2005 and effectively replaced the corporate governance guidelines and disclosure policies of the Exchange. NI 58-101 requires issuers such as the Company to disclose the corporate governance practices that they have adopted, while NP 58-201 provides guidance on corporate governance practices. In this regard, a brief description of the Company’s system of corporate governance, with reference to the items set out in NI 58-101 and NP 58-101 is set forth below.

The Board and management recognize that effective corporate governance is important to the direction and operation of the Company in a manner which ultimately enhances shareholder value. As a result, the Company has developed and implemented, and continues to develop, implement and refine formal policies and procedures which reflect its ongoing commitment to good corporate governance. The Company believes that the corporate governance practices and procedures described below are appropriate for a company such as the Company.

Board of Directors

NP 58-201 recommends that boards of directors of reporting issuers be composed of a majority of independent directors. With three (3) of the five (5) current directors considered independent, the Board is currently composed of a majority of independent directors. Messrs. Klingmann and Clay, in their roles as President and Chief Executive Officer and the Chairman of the Board, respectively, are not deemed independent. The Board holds regular meetings. Between the scheduled meetings, the Board meets as required. The independent directors meet on an as needed basis. Management also communicates informally with the directors on a regular basis, and solicits advice from members or advisors on matters falling within their special knowledge or experience.

Chairman of the Board

Thomas M. Clay was appointed Chairman of the Board on May 30, 2013. Mr. Clay’s primary roles as Chairman are to chair all meetings of the Board and to manage the affairs of the Board, including ensuring the Board is organized properly, functions effectively and meets its obligations and responsibilities. The Chairman’s responsibilities include, among other things, ensuring effective relations and communications among Board members.

Director Meetings

The Board meets quarterly on a regular basis and holds additional meetings as considered appropriate to deal with the matters arising from developments in the business and affairs of the Company from time to time. During the fiscal year ended December 31, 2013, the Board held six (6) regular meetings. In addition to the business conducted at such meetings, various other matters were approved by written resolution signed by all members of the Board.

The Company does not have a policy with regard to Board member’s attendance at annual meetings of Shareholders.

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Board Mandate

The Board is responsible for the overall stewardship of the Company. The Board discharges this responsibility directly and through the delegation of specific responsibilities to committees of the Board. The Board works with management to establish goals and strategies of the Company, to identify principal risks, to select and assess senior management and to review significant operational and financial matters.The Board’s mandate is available on our website atwww.goldenqueen.com.

Position Descriptions

The Board has developed written position descriptions for the Chairman of the Board and the chair of each Board Committee. The Board has also developed a written position description for the CEO of the Company, which are available on our website atwww.goldenqueen.com.

Orientation and Continuing Education

The Company provides new directors with an overview of their role as a member of the Board and its Committees, and the nature and operation of the Company’s business and affairs. New directors also have the opportunity to discuss the Company’s affairs with legal counsel and with the Company’s external auditors. New directors are also provided with opportunities to visit the mine site in Mojave and are invited to have discussions with the Company’s operating personnel. In 2013, all of the directors visited the Soledad Mountain Project and had the opportunity to meet with local stakeholders.

The Company does not provide formal continuing education to its Board members, but does encourage them to communicate with management, auditors and technical consultants. Board members are also encouraged to participate in industry-related conferences, meetings and education events to maintain their skills and knowledge necessary to meet their obligations as directors of the Company.

Code of Business Conduct

The Board has adopted a Code of Business Conduct (the “Code”) as a guideline for the oversight of the ethical conduct of management. The Code is distributed to all officers and employees of the Company. To ensure and monitor compliance with the Code, the Board has adopted a Whistle-blower Policy. Waivers of any provisions of the Code can be made in writing to the Audit Committee, however, such waiver must be approved by the Board. During the recently completed fiscal year, there was no conduct by a director or executive officer that constituted a departure from the Code. The Board has also adopted a Code of Ethics for Senior Financial Officers. The Company’s Code of Business Conduct and Code of Ethics for Senior Financial Officers are available on the Company’s website atwww.goldenqueen.com.

If a director or senior officer has a material interest in a transaction or agreement being considered by the Company, such individual is precluded from voting on the matter and the Board considers such matter without the individual present.

Assessments

Based upon the Company's size, its current stage of development and the number of individuals on the Board, the Board considers a formal process for assessing the effectiveness and contribution of the Board as a whole, its committees or individual directors to be unnecessary at this time. The Board and its committees meet on numerous occasions during each year, each director having regular opportunity to assess the Board as a whole, its committees, and other directors in relation to assessment of the competencies and skills that the Board as a whole, its committees and directors should possess. The Board will continue to evaluate its own effectiveness and the effectiveness of its committees and individual directors in such manner.

Board Leadership Structure

The Board does not have an express policy regarding the separation of the roles of the Chairman of the Board and Chief Executive Officer, as the Board believes that it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. The Board has reviewed the Company’s current Board leadership structure. H. Lutz Klingmann has been the Company’s Chief Executive Officer since May 2009, while Thomas M. Clay has been the Company’s Chairman of the Board since May 2013. In light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, the Company’s shareholder base, the Company’s peer group and other relevant factors, the Board believes that the current leadership structure is appropriate. Mr. Clay and Mr. Klingmann bring complimentary attributes to the Company’s business operations and strategic plans and generally are focused on somewhat different aspects of the Company’s operations.

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The Company does not have a lead independent director. Given the size of the Board, the Board believes that the presence of three (3) independent directors out of the five (5) directors currently on the Board, each of whom sits on the Board’s committees, is sufficient independent oversight of the Chairman of the Board and Chief Executive Officer. The independent directors work well together in the current Board structure and the Board does not believe that selecting a lead independent director would add significant benefits to the Board oversight role.

Also, the Board does not have a formal policy with respect to the consideration of diversity when assessing directors and director candidates, but considers diversity as part of its overall assessment of the Board’s functions and needs.

Board’s Role in Risk Oversight

The understanding, identification and management of risk are essential elements for the successful management of the Company. Management is charged with the day-to-day management of the risks the Company faces. However, the Board, directly and indirectly through its committees, is actively involved in the oversight of the Company’s risk management policies. The Board is charged with overseeing enterprise risk management, generally, and with reviewing and discussing with management the Company’s major risk exposure (whether financial, operating or otherwise) and the steps management has taken to monitor, control and manage these exposures, including the Company’s risk assessment and risk management guidelines and policies. Additionally, the Compensation Committee oversees the Company’s compensation policies generally, in part to determine whether or not they create risks that are reasonably likely to have a material adverse effect on the Company.

Board’s Skills Matrix

The following table summarizes the particular areas of expertise for each member of the Board:

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established an Audit Committee, a Compensation Committee, a Nominating Committee, and a Technical Committee. Each of the Audit Committee, Compensation Committee, Nominating Committee, and Technical Committee is responsible to the full Board of Directors. The functions performed by these committees are summarized below:

Audit Committee. The Audit Committee considers the selection and retention of independent auditors and reviews the scope and results of the audit. In addition, it reviews the adequacy of internal accounting, financial and operating controls and reviews Golden Queen’s financial reporting compliance procedures. As of the Record Date, the members of the Audit Committee are Bryan A. Coates, Guy Le Bel, and Bernard Guarnera. Bryan A. Coates is the Chair and the “financial expert” of the Audit Committee. The Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee charter is available on our website atwww.goldenqueen.com. During the fiscal year ended December 31, 2013, the Audit Committee held three (3) meetings, during which all audit committee members were in attendance.

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In the course of its oversight of our financial reporting process, the directors have: (1) reviewed and discussed with management our audited financial statements for the year ended December 31, 2013; (2) received a report from BDO Canada LLP our independent auditors, on the matters required to be discussed by Statement on Auditing Standards No. 61, “Communications with Audit Committees”; (3) received the written disclosures and the letter from the auditors required by Public Company Accounting Oversight Board Rule 3526 regarding the independent accountant’s communications with the audit committee concerning independence, and discussed with the independent accountant the independent accountant’s independence; and (4) considered whether or not the provision of non-audit services by the auditors is compatible with maintaining their independence and has concluded that it is compatible at this time.

Based on the foregoing review and discussions, the Audit Committee recommended to the Board that the audited financial statements should be included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 17, 2014.

Submitted by the Audit Committee.
Bryan A Coates, Chair
Bernard Guarnera, Member
Guy Le Bel, Member

Compensation Committee. The Compensation Committee reviews and approves the compensation of Golden Queen’s officers, reviews and administers Golden Queen’s stock option plan and makes recommendations to the Board of Directors regarding such matters. As of the Record Date, the members of the Compensation Committee are Bryan A. Coates, Guy Le Bel, and Bernard Guarnera. Bernard Guarnera is the Chair of the Compensation Committee. The Board of Directors has adopted a written charter for the Compensation Committee. The Compensation Committee charter is available on our website atwww.goldenqueen.com. During the fiscal year ended December 31, 2013, the Compensation Committee did not hold a meeting

Nominating Committee. The Nominating Committee assists the Board in providing effective corporate governance. As of the Record Date, the members of the Nominating Committee are Bryan A. Coates, Guy Le Bel, and Bernard Guarnera. The Board of Directors has adopted a written charter for the Nominating Committee. The Nominating Committee charter is available on our website atwww.goldenqueen.com. During the fiscal year ended December 31, 2013, the Nominating Committee did not hold a meeting.

Technical Committee. The Technical Committee reviews technical information on the Company’s Soledad Mountain project and makes recommendations to the Board. The Technical Committee was formed in March of 2014 and has not yet held a formal meeting. The Board has not adopted a written charter for the Technical Committee. As of the Record Date, the members of the Technical Committee are H. Lutz Klingmann, Guy Le Bel, and Bernard Guarnera.

COMPENSATION COMMITTEE

Composition of the Compensation Committee

The members of the Compensation Committee during the year ended December 31, 2013 were Bryan A. Coates, Guy Le Bel, and Bernard Guarnera.

Report on Executive Compensation and Compensation Discussion and Analysis

The Compensation Committee of the Board of Directors is responsible for reviewing and approving the remuneration of the senior management of the Company, including the President and chief executive officer. The guiding philosophy of the Compensation Committee in the determination of executive compensation is ensuring that the Company is able to attract the best possible candidates for management positions, given the high level of competition for competent management in the mining industry, and to align the interests of management with those of the Company’s shareholders.

The Company’s executive compensation policies are designed to recognize and reward individual contribution, performance and level of responsibility and ensure that the compensation levels remain competitive with other precious metals development and mining companies. The key components of total compensation are base salary and incentives.

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The Compensation Committee has no formal process for determining appropriate base salary ranges. Currently the Company pays executive compensation in the form of a base salary to its President, Chief Financial Officer and Chief Operating Officer. The base salary to the President was based on a proposal from the President, which was accepted by the Company after considering his experience and expected responsibility and contribution to the Company. The base salary of the Chief Financial Officer and Chief Operating Officer was negotiated based on industry comparables and the experience of the executive officers

Stock options are granted to senior management to align the financial interests of management with the interests of shareholders of the Company and to encourage senior management to focus on strategies and results that enhance shareholder value in the longer term. The number of options to purchase Common Shares granted to each individual will depend largely on his level of responsibility and contribution to the Company’s performance.

The Compensation Committee is responsible for considering the appropriateness and effectiveness of the Company’s executive compensation policies, given prevailing circumstances. Although the shareholder vote on executive compensation, which is submitted to shareholders every three (3) years, is non-binding, the Compensation Committee will review the voting results in connection with the on-going evaluation of the Company’s compensation program.

The Compensation Committee may not delegate any of its authority to other persons.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee served as an officer or employee of the Company during the fiscal year ended December 31, 2013 (or subsequently). No current member of the Compensation Committee formerly served as an officer of the Company, and none of the current members of the Compensation Committee have entered into a transaction with the Company in which they had a direct or indirect interest that is required to be disclosed pursuant to Item 404 of Regulation S-K.

Compensation Committee Report

The Compensation Committee hereby reports to the Board that, in connection with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and this Proxy Statement, we have:

• reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K; and
• based on such review and discussion, we recommend to the Board that the Compensation Discussion and Analysis be included in the Annual Report on Form 10K for the fiscal year ended December 31, 2012 and this Proxy Statement on Schedule 14A.

Submitted by the Compensation Committee.
Bernard Guarnera, Chair
Bryan A. Coates, Member
Guy Le Bel, Member

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PERFORMANCE GRAPH

The performance graph depicts the Company’s cumulative total Shareholder returns over the five (5) most recently completed financial years based on an initial investment of $100 in GQM Common Stock, compared to an equal investment in the S&P/TSX Global Gold Index. The Company does not currently issue dividends. The Common Stock performance as set out in the graph does not necessarily indicate future price performance.

COMPENSATION OF DIRECTORS

It is currently the policy of the Company to grant options to purchase Common Shares to its directors under the Company’s 2013 Stock Option Plan (the “Plan”). The following is a summary of the material terms of the Plan in accordance with the rules and policies of the Toronto Stock Exchange (the “Exchange”):

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Other than as disclosed in this Proxy Statement and Management Information Circular, there are no other arrangements under which directors of the Company were compensated by the Company during the year ended December 31, 2013 for their services in their capacity as directors and, without limiting the generality of the foregoing, no additional amounts are payable under any standard arrangements for committee participation or special assignments, except that the Articles of the Company provide that the directors are entitled to be paid reasonable traveling, hotel and other expenses incurred by them in the performance of their duties as directors. The Company’s Articles also provide that if a director is called upon to perform any professional or other services for the Company that, in the opinion of the directors, is outside of the ordinary duties of a director, such director may be paid a remuneration to be fixed by the directors and such remuneration may be either in addition to or in substitution for any other remuneration that such director may be entitled to receive.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policy regarding transactions with management and others

Pursuant to its charter, our Audit Committee has the responsibility to review all related party transactions on an ongoing basis.

Transactions with management and others

The following is in addition to disclosure contained elsewhere herein respecting transactions involving management.

The Company amended a consulting services agreement originally entered into in 2004 with Mr. H. Lutz Klingmann, the President of the Company, in May of 2010. Under the original agreement, upon receipt by the Company of a feasibility study and a production decision made by the Company, a bonus of 150,000 common shares would be issued and upon commencement of commercial production on the Property, a bonus of 150,000 common shares would be issued. Pursuant to the amended agreement, an alternative 300,000 bonus shares would be issuable upon a change of control transaction or upon a sale of all or substantially all of the Company’s assets, having a value at or above C$1.00 per share of the Company, with a further 300,000 bonus shares being issuable in the event the change of control transaction or asset sale occurred at a value at or above C$1.50 per share. As at December 31, 2013, the milestones had not been reached and no accrual was made in connection with these arrangements.

On July 26, 2013, the Company entered into agreements to issue convertible debentures for aggregate proceeds of C$10,000,000 ($9,710,603). The convertible notes 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 are not converted by the holder prior to the maturity date, then the Company may convert 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.

On January 6, 2014, the Company entered into an agreement to secure a $10,000,000 loan (the “Loan”). The Loan is provided by members of the Clay family including $7,500,000 to be provided by an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. The Loan has a twelve-month term and bears an annual interest rate of 5%, payable on the maturity date. If the Loan is repaid on a date that is less than 183 days before the maturity date, the Company will pay the Lenders an amount of 105% of the principal amount plus interest on the principal amount at the rate of 5% per annum accrued to the date the Loan is repaid.

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INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past ten years, none of the persons currently serving as executive officers and/or directors of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court or the SEC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

On January 31, 2014, the Center for Biological Diversity (the “Centre”) filed an emergency petition (the "Petition") with the United States Fish and Wildlife Service ("USFWS") asking the USFWS to list the Mojave 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 its fully-permitted mining operation, known locally as the Soledad Mountain Project. On April 22, 2014, the Company learned that the USFWS had reviewed the petition filed by the Center and has concluded that there is no imminent threat to the snail that would cause them to believe an emergency listing under theEndangered Species Act of 1973 is required. The USFWS indicated that it would not be able to address the Petition at this time but may do so in the future, subject to funding. This decision from the USFWS does not impact the development of the Soledad Mountain Project, and the Soledad Mountain Project construction work is advancing as planned.

Other than as disclosed herein, the Company is not aware of any claims, actions, proceedings or investigations pending against the Company, any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent (5%) of the Common Stock, or any associate of any such director, officer, affiliate of the Company, or security holder that, individually or in the aggregate, are material to the Company. Neither the Company nor its assets and properties is subject to any outstanding judgment, order, writ, injunction or decree that has had or would be reasonably expected to have a material adverse effect on the Company. Furthermore, the Company is not aware of any threatened lawsuits.

SHAREHOLDER COMMUNICATIONS

Shareholders can send communications to the Board of Directors by email at mintoexpl@telus.netinfo@goldenqueen.com or through our website at www.goldenqueen.com.www.goldenqueen.com.

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PROPOSALS OF SHAREHOLDERS

Meeting Materials sent to Beneficial Owners who have not waived the right to receive Meeting Materials are accompanied by a Voting Instruction Form (“VIF”). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Non-Registered Holder is able to instruct the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. VIF’s, whether provided by the Company or by an Intermediary, should be completedNominations and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares which they beneficially own.Non-Registered Holders receiving a VIF cannot use that form to vote common shares directly at the Meeting - Non-Registered Holders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the Non-Registered holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder or his/her nominee the right to attend and vote at the Meeting.

Proposalsproposals which shareholders wish to be considered for inclusion in the Proxy Statement and proxy card for the 20142015 Meeting of Shareholders must be received by the Secretary of Golden Queen by December 1, 2013,2014, and must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and Division 7 of Part 5 of the B.C. Business Corporations Act. After this date, any shareholder nomination or proposal will be considered untimely. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements. If the Company changes the date of next year’s annual meeting by more than thirty days from the date of this year’s meeting, then the deadline is a reasonable time before the Company begins to print and mail its proxy materials.

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ANNUAL REPORT ON FORM 10-K

A COPY OF GOLDEN QUEEN’S COMBINED ANNUAL REPORT TO SHAREHOLDERS AND ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2013 ACCOMPANIES THIS PROXY STATEMENT AND IS IN THE FORM ANNEXED TO THE PROXY STATEMENT AS APPENDIX “A”. AN ADDITIONAL COPY WILL BE FURNISHED WITHOUT CHARGE TO BENEFICIAL SHAREHOLDERS OR SHAREHOLDERS OF RECORD UPON REQUEST TO INVESTOR RELATIONS, GOLDEN QUEEN MINING CO. LTD. AT 6411 IMPERIAL AVENUE, WEST VANCOUVER, BC, V7W 2J5.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the SEDAR website atwww.sedar.com. Financial information is provided in the Company’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year, which will be available online atwww.sedar.com. Shareholders may request additional copies by (i) mail to: 6411 Imperial Avenue, West Vancouver, BC, V7W 2J5; or (ii) telephone to: (604) 921-7570.

Dated at Vancouver, British Columbia, this 1817^th day of November, 2013.April, 2014.

BY ORDER OF THE BOARD OF DIRECTORS

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