GOLDEN QUEEN MINING CO. LTD.
6411 Imperial Avenue
2300 – 1066 West Hastings Street

Vancouver, British Columbia, V7W 2J5
BC V6E 3X2

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

JUNE 2, 2016

In this Proxy Statement, all references to “US$“$” are references to United States dollars and all references to “C$” are references to Canadian dollars. As at July 29April 18^th, 2014,2016, one Canadian dollar

was equal to approximately US$0.92.$0.78 in United States dollars.

GENERAL

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

The enclosed proxy is solicited by the Board of Directors (the “Board”) of Golden Queen Mining Co. Ltd., a British Columbia corporation (the “Company” or “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 DaylightStandard Time) on September 9, 2014,Thursday, June 2, 2016, at the Pan Pacific Hotel, Coal Harbour Room,Oceanview Suite 7, 999 Pan Pacific Way, Vancouver, BC, V6C 3B5, and at any adjournment or postponement thereof.

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

This Proxy Statement and the accompanying proxy card are being mailed to our shareholders on or about August 8, 2014.May 4, 2016. The Company is sending proxy-related materials directly to Registered Shareholders, as well as non-objecting Beneficial Shareholders under Canadian National Instrument 54-101 (“NI 54-101.54-101”). Management of the Company also intendsdoes not intend to pay for intermediaries to forward the proxy-related materials to objecting Beneficial Shareholders under NI 54-101. As a result, objecting Beneficial Shareholders will not receive the materials unless the objecting Beneficial Shareholder’s intermediary assumes the cost of delivery.

It is expected that

The cost of solicitation will be paid by the Company. The solicitation of proxies will be made primarily by mail, but proxiesmail. Proxies may also be solicited personally or by telephone or email by certain of the Company’s directors, officers and regular employees, who will not receive additional compensation for such solicitation.therefore. In addition, the Company will reimburse brokerage firms, custodians, nominees and fiduciaries for their expenses in forwarding solicitation materials to non-objecting Beneficial Shareholders. The Company has engaged Laurel Hill Advisory Group to assist in the solicitation of proxies in connection with the Meeting. The Company has agreed to pay Laurel Hill Advisory Group a fee of C$25,000 plus reasonable out-of-pocket expenses to solicit proxies. This cost of solicitation will be paid by the Company.

Our administrative offices are located at 6411 Imperial Avenue,2300 – 1066 West Vancouver, British Columbia, V7W 2J5.

QUESTIONS AND ANSWERS

The following questions and answers are intended to assist Golden Queen shareholders in making a decision on how to vote at the Meeting. You are urged to read the entire Proxy Statement and the enclosed Proxy carefully, as the information below is a summary only, is not complete, and is qualified in its entirety by the more detailed information contained elsewhere in this Proxy Statement.

1.              Why am I receiving this Proxy Statement?

Pursuant to section 501(c) of the TSX Company Manual, Golden Queen’s shareholders are entitled to vote on the Joint Venture resolution. Section 501(c) of the TSX Company Manual states that if the value of the consideration to be received by an insider in connection with a transaction exceeds 10% of the market capitalization of an issuer, the transaction must be approved by the shareholders of the issuer, other than the insider. The Clay Group is considered an “insider” under the policies of the TSX, and is contributing US$35,750,000 to the Joint Venture. This exceeds 10% of Golden Queen’s market capitalization of approximately US$116,600,000 at the date of the Transaction Agreement, triggering the requirement for shareholder approval. The enclosed Proxy Statement provides background and summary information on the Joint Venture, as well as information on how to vote your Shares.

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2.              When and where is the Meeting to consider the Joint Venture?

The Meeting will take place at 10:00 a.m. (Pacific Daylight Time) on September 9, 2014, at the Pan Pacific Hotel, Coal Harbour Room, 999 Pan Pacific Way,Hastings Street, Vancouver, BC, V6C 3B5.V6E 3X2.

3.              Who is entitled to vote?

ShareholdersAppointment of record as of the close of business on July 31, 2014 (the “Record Date”) are entitled to vote at the Meeting, excluding the Clay Group and associates and affiliates of the Clay Group.Proxyholder

4.              Which securities of the Company are entitled to vote and how many votes does each shareholder have?

Each shareholder has one vote for each Share held. The Shares are the only securities of the Company that entitle their holders to vote at the Meeting.

5.              How do I vote?

If you are a Registered Shareholder, you may vote on the Joint Venture by either attending the Meeting in person or by completing and returning the enclosed Proxy in accordance with its instructions. Registered Shareholders may wish to vote by proxy whether or not they attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by completing the enclosed Proxy and returning it to the Company’s transfer agent, Computershare, in accordance with the instructions on the Proxy. You should ensure that the Proxy is received by Computershare at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting.

Beneficial Shareholders who own Shares through their broker or other intermediary should follow the instructions provided by their intermediary. If you do not provide voting instructions to your broker or intermediary, you may lose your right to vote at the Meeting. See “Proxy Voting – Beneficial Shareholders” for more information on how to vote your Shares.

6.              How many votes are necessary to approve the Joint Venture?

The Joint Venture resolution must be approved by a majority of the votes cast on the resolution by the shareholders of Golden Queen present in person or by proxy at the Meeting, excluding those votes in respect of Shares held by the Clay Group and affiliates and associates of the Clay Group (which amount to 30.6% of the issued and outstanding Shares of Golden Queen).

7.              What is the recommendation of the Board regarding the Joint Venture?

The Board, on the recommendation of the Special Committee, and based upon its own investigations, has unanimously concluded that the Joint Venture is in the best interests of Golden Queen. The Board recommends that the shareholders vote FOR the Joint Venture.

8.              Why has the Board chosen to pursue the Joint Venture?

Most importantly, the Joint Venture will provide the Company with the funds required to develop and operate the Soledad Project. Construction of infrastructure has been underway since July 2013, and the Joint Venture will provide the funds to continue that development.

The Special Committee and the Board considered various sources of funding, and the Joint Venture provides a low-risk, equity-based capital structure with no hedging and no financial covenants. In addition, it includes Leucadia, a well-respected and credible long-term partner with a history of successful investments in the mining sector. It is also supported by the Clay Group, who are long-term shareholders who have supported the Company for over 20 years, showing their dedication to the Company and the Soledad Project.

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9.              Are there any other approvals required for the Joint Venture?

In addition to approval by Golden Queen’s shareholders, the Joint Venture is subject to final approval from the TSX. The Company has made a submission to the TSX, and the provisions of the Proxy Statement relating to the resolution sought were reviewed and accepted by the TSX, but there is no guarantee that the Joint Venture will receive final approval from the TSX.

10.            When will the Joint Venture be effective?

Golden Queen, Gauss Holdings and Auvergne are working to close the Joint Venture as soon as reasonably practicable. Subject to the approval of Golden Queen’s shareholders and the final approval from the TSX, the parties currently anticipate that the Joint Venture will close on or about September 15, 2014. However, there can be no certainty that the Joint Venture will close, and shareholders are advised to review the “Risk Factors” section of this Proxy Statement

11.            What happens if the Joint Venture is not approved by the shareholders or does not close?

If the Joint Venture is not approved by the shareholders, the Transaction Agreement will terminate and Golden Queen will be obliged to reimburse expenses in an aggregate amount of US$2,275,000 to Gauss Holdings and Auvergne within 15 days of a demand for payment from Gauss Holdings and Auvergne. In addition, Golden Queen will be forced to seek other parties interested in developing the Soledad Project, or other financing options. There is no guarantee that Golden Queen will be able to find other funding opportunities that would allow Golden Queen to continue to develop the Soledad Project, or that would be on terms acceptable to the Company. See “Risk Factors” in the Proxy Statement.

12.            What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Meeting by:

For more details on revoking your proxy, see the “Revocation of Proxies” section of the Proxy Statement.

13.            Who can I contact if I have questions?

Shareholders who would like additional copies of these materials or who have any questions about the Joint Venture, the information contained in this Proxy Statement, or the Meeting, including voting procedures, should contact their broker or Laurel Hill Advisory Group, our proxy solicitation agent, by telephone at 1-877-452-7184, or by email at assistance@laurelhill.com.

Shareholders who have questions about how to vote should contact their professional advisors.

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SUMMARY OF THE TERMS OF THE JOINT VENTURE

The following is a summary of the proposed Joint Venture to develop and operate the Soledad Project, which shareholders will be asked to approve at the Meeting. This is a summary only, and shareholders are encouraged to read the full disclosure under “Proposal: Joint Venture for the Soledad Mountain Project” which appears later in this Proxy Statement.

Pursuant to an agreement dated June 8, 2014 (the “Transaction Agreement”), the Company, Golden Queen Mining Company, Inc., the Company’s wholly-owned California subsidiary (“GQ California”), Gauss Holdings, Auvergne and Gauss LLC (“Gauss”) agreed to enter into the Joint Venture. Under the Transaction Agreement the parties have agreed as follows:

The JV Agreement to be entered into on closing of the Joint Venture will contain the following terms:

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The Company also entered into a rights offering backstop agreement with Gauss Holdings and Auvergne (the “StandbyCommitment”). See, “Rights Offering Backstop,” below.  Under the Standby Commitment:

The Company will consider alternate sources of funding, and the size of any possible rights offering would be decreased by the amount of any other financing received from other sources.

APPOINTMENT OF PROXYHOLDER

The persons named as proxyholder in the accompanying Proxy (“Proxy”) or Voting Instruction Form (“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 an Alternate Proxyholder need not be a shareholder of the Company.

EXERCISE OF DISCRETION BY PROXYHOLDER

Exercise of Discretion by Proxyholder

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

The enclosed Proxy or VIF confers discretionary authority upon theproxyholderProxyholder 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.

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PROXY VOTING

Registered Shareholders

If you are a Registered Shareholder, you may wish to vote by proxy whether or not you attend the Meeting in person. Registered Shareholders electing to submit a Proxyproxy may do so by completing the enclosed Proxy and returning it to the Company’s transfer agent, Computershare Trust Company of Canada (“Computershare”), in accordance with the instructions on the Proxy. You should ensure that the Proxy is received by Computershare at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or anythe 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 subsequently.after the due date.

Beneficial Shareholders

The following information is of significant importance to Beneficial Shareholders (shareholders who do not hold Sharesshares in their own name). There are two kinds of Beneficial Shareholders – those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners). Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Shares)shares).

If Sharesshares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Sharesshares will not be registered in the shareholder’s name on the records of the Company. Such Sharesshares will more likely be registered under the namesname of the shareholder’sshareholder's broker or an agent of that broker (both referred to as intermediaries).broker. In the United States, the vast majority of such Sharesshares 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).

If you have consented to disclosure of your ownership information, you will receive a VIF from the 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 delivering the Proxy Statement and associated meeting materials. Every intermediary has its own mailing procedures and provides its own return instructions to clients. However, most intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge Investor Communications CorporationFinancial Solutions, Inc. (“Broadridge”) in the United States and in Canada.

Broadridge typically mails

By returning the VIF in accordance with the instructions noted on it, a scannable voting instruction form (“VIF”) instead of the form of proxy. The Beneficial Shareholder is askedable to completeinstruct the VIF and return itRegistered Shareholder (the intermediary) how to Broadridge by mail or facsimile. Alternatively,vote on behalf of the Beneficial Shareholder may call a toll-free numberShareholder. VIFs, whether provided by the Company or go onlineby 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 vote. Broadridge then tabulates the results of all instructions received and provides appropriate instructions with respectpermit Beneficial Shareholders to direct the voting of Golden Queen Mining Shares to be represented at the applicable meeting.shares which they beneficially own.

The VIF will name the same persons as named on the Company'sCompany’s Proxy to represent you at the Meeting. Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Sharesshares registered in the name of your intermediary, you, or a person designated by you (who need not be a shareholder), may attend the Meeting as proxyholder for your intermediary and vote your Sharesshares in that capacity. To exercise this right to attend the Meeting or appoint a proxyholder of your own 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 intermediary. The completed VIF or other written instructions must then be returned in accordance with the instructions on the form.VIF.

Should

If you receive a Beneficial Shareholder wishVIF from the Company or Broadridge, you cannot use it to attendvote shares directly at the Meeting. The VIF must be completed and vote atreturned in accordance with its instructions, well in advance of the Meeting in person (ororder to have another person attend and vote on behalfthe shares voted.

Revocation of the Beneficial Holder), the Beneficial Shareholder should strike out the names of the persons named in the proxy or voting instruction form and insert the name of the Beneficial Shareholder (or such other person) in the blank space provided.In either case, Beneficial Shareholders should carefully follow the instructions of their intermediaries and their intermediaries’ service companies.Proxies

The Company may utilize the Broadridge QuickVote service to assist shareholders with voting their shares. NOBO’s may be contacted by Laurel Hill Advisory Group to conveniently obtain a vote directly over the phone.

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REVOCATION OF PROXIES

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

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

Only Registered Shareholders have the right to revoke a Proxy. Beneficial Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective intermediaries 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 be cast at such meeting. Broker non-votes occur when a person holding Sharesshares through a bank or brokerage account does not provide instructions as to how his or her Sharesshares should be voted and the bank or broker does not exercise discretion to vote those Sharesshares on a particular matter. Abstentions and broker non-votes will be included in determining the presence of a quorum at the Meeting, butMeeting. However, an abstention or broker non-vote will not be countedhave any effect on the outcome for or against the Joint Venture.election of directors.

Shares for which Proxies 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”“FOR” fixing of the number of directors at four (4), “FOR” the election of each of the nominees to the Board of Directors named on the following page, and “FOR” the resolution to ratify the appointment of PricewaterhouseCoopers LLP as independent auditors of the Company for the fiscal year ending December 31, 2016, and “FOR” the approval the compensation awarded by ordinary resolution, of the Joint Venture, other than broker non-votes, which will not be counted for or againstCompany to the Joint Venture.named executive officers. 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 approved,effective, each matter which is submitted to a vote of shareholders, other than for the election of directors and 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, excluding the votes of the Clay Group and associates and affiliates of the Clay Group.Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Thomas M. Clay, a member of the Clay Group, is also the Chairman of the Board of Golden Queen. The Clay Group, via Auvergne, will own 32.5% of Gauss, which will have a 50% interest in the Soledad Project. For so long as the Clay Group beneficially owns at least 25% of the Company, at least one of GQ Holdco’s representatives on the board of managers will be designated by Auvergne.

The Clay Group and affiliates and associates of the Clay Group own approximately 30.6% of the issued and outstanding Shares of Golden Queen. Any votes by the Clay Group and its associates and affiliates will be excluded in determining whether or not a majority of the votes cast by the shareholders of Golden Queen voting in person or by proxy at the Meeting have approved the Joint Venture. As a result, the votes of the following shareholders will be excluded from voting on the Joint Venture:

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Except as disclosed above, no other 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. For the purpose of this paragraph, “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; or (b) who is an associate or affiliate of a person included in subparagraph (a).

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

On July 31, 2014April 18, 2016 (the “Record Date”“Record Date”) there were 99,778,680 Shares99,928,683 shares of our common stock (the “Common Stock”), issued and outstanding, each Shareshare 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 executive officers of the Company, the beneficial ownersno person or persons exercisingcorporation beneficially owns directly or indirectly, or exercises control or direction over, Company Shares carrying more than 5% of the outstanding voting rights are:Common Stock as of April 18, 2016, except as described below:

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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” 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 (c) who is an associate or affiliate of a person included in subparagraphs (a) or (b).

MATTERS TO BE ACTED UPON AT MEETING

Proposal 1: Election of Directors

The Board proposes to fix the number of directors of the Company at four (4) and that the following four (4) nominees be elected as directors at the Meeting, each of whom will hold office until the expiration of their term or until his or her successor shall have been duly appointed or elected and qualified: Thomas M. Clay, Bryan A. Coates, Bernard Guarnera and Guy Le Bel.

Unless otherwise instructed, it is the intention 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 four (4) 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.

The board of directors recommends a vote “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 will make a decision whether or not to accept it. In considering whether or not to accept the resignation, the Board will consider all relevant factors. 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 number of shares of the Company which each beneficially owns or over which control or direction is exercised, Board/Committee membership and attendance, and other public board of directorships information:

To

The Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the knowledgeBoard 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 Board’s goals to identify persons whom it believes have appropriate expertise and experience to contribute to the oversight of a company of the Company’s nature while also allowing for 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 with the recommendation 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 four (4) directors on the Board, Thomas M. Clay, Bryan A. Coates, Bernard Guarnera, and Guy Le Bel. Of the four directors, Bryan A. Coates, Bernard Guarnera, and Guy Le Bel are considered independent. Thomas M. Clay, Chairman of the Board and Interim Chief Executive Officer, is not considered independent. Following the Meeting, the Board, as proposed by management in this Proxy Statement, will consist of Thomas M. Clay, Bryan A. Coates, Bernard Guarnera and Guy Le Bel.

The Board does not have a policy regarding a Board members’ attendance at annual meetings of shareholders. Two (2) directors attended the Company’s 2015 annual meeting of shareholders.

Biographical Information Regarding Executive Officers

Thomas M. Clay - Chairman and Interim Chief Executive Officer.Mr. Clay is the Vice President of East Hill Management Co., LLC and Director of the Clay Mathematics Institute and of Thrombogenics N.V. His business education was completed at Harvard College, Oxford University and Harvard Business School. Mr. Clay has served on the Board of Directors since 2009.

Robert C. Walish, Jr. – Chief Operating Officer.Mr. Walish is the President & Chief Executive Officer of Golden Queen Mining LLC and was most recently the General Manager of the SCM Franke Operation of KGHM International, formerly QuadraFNX, located in northern Chile, where he was responsible for mining, processing and administration of a four million pound per month open-pit copper mining, heap-leach and SX-EW operation. Prior to that and over the course of more than 30 years, Mr. Walish worked at mines in Guyana, Arizona, Alaska, South Carolina, Montana and Nevada. He received his Bachelor of Arts degree from the University of Colorado and his Master of Science degree from the University of Wisconsin.

Andrée St-Germain - Chief Financial Officer.Andrée St-Germain joined Golden Queen in 2013 and has been involved with the financings and construction of the Project. She is a former investment banker with Dundee Capital Markets Inc. where she worked exclusively with mining companies on a variety of financings and M&A advisory assignments. She holds a Master of Business Administration degree (Honours) from Schulich School of Business (York University).

Brenda Dayton – Corporate Secretary. Ms. Dayton has served as Corporate Secretary for several mining companies on the NYSE, TSX and TSX Venture and her expertise includes governance, communications and investor relations. Prior to working in public companies, she worked in banking and insurance. She holds a Bachelor of Arts degree from the University of Calgary.

Proposal 2: Ratification of Appointment of Independent Auditors

PricewaterhouseCoopers LLP (“PWC”) was appointed as Golden Queen’s independent auditors on March 31, 2016. BDO Canada LLP (“BDO”) served as Golden Queen’s independent auditors for the fiscal year ended December 31, 2015. Shareholders of the Company will be asked at the Meeting to vote for the appointment of PWC as auditors of the Company until the next annual general meeting of Shareholders or until a successor is appointed, at a remuneration to be fixed by the directors.

On March 31, 2016, Golden Queen appointed PWC as its independent registered public accountant, subject to completion of its standard client acceptance procedures. The appointment of PWC was recommended by Golden Queen’s audit committee after considering proposals from several international public accounting firms, including BDO. As a result of PWC’s appointment, Golden Queen’s engagement of BDO, as its independent registered public accounting firm, was terminated. Attached as Appendix “B” is a copy of the Form 8-K filed with the SEC in connection with the change of Golden Queen’s independent auditor.

Although the appointment of PWC is not required to be submitted to a vote of shareholders, the Board 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, 2016. The 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. 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, 2017.

Section 10(A)(i) of the Exchange Act prohibits the Company’s independent auditors 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 Audit Committee of the Board, or unless the services meet certainde minimis standards.

Under the Company’s Audit Committee Charter, all non-audit services to be performed by the Company’s independent auditors must be approved in advance by the Audit Committee. All of the 2015 audit related fees, and tax fees were pre-approved by the Audit Committee.

See External Auditor Service Fees section for more information.

Representatives of the former auditors, BDO Canada LLP, are expected to be present at the Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions from Shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE COOPERS LLP AS GOLDEN QUEEN'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

PROPOSAL 3: ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that Golden Queen seek a non-binding advisory vote from its shareholders to approve the compensation of our Named Executive Officers as disclosed in this proxy statement.

Golden Queen seeks to provide our executives with appropriate incentives to drive the success of our business. We strive to design programs that are performance-based and that encourage executives to further the overall business strategy of the company. We provide compensation that is competitive to retain high-quality executives to produce successful results for shareholders.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our Named Executive Officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. We believe that Golden Queen’s Named Executive Officer compensation programs have been effective at appropriately aligning pay and performance and in enabling Golden Queen to attract and retain very talented executives within our industry.

The vote on this resolution is advisory and therefore not binding on Golden Queen, the Compensation Committee or the Board. Although the vote is non-binding, the Compensation Committee will review the voting results in connection with the on-going evaluation of Golden Queen’s compensation programs.

THE BOARD RECOMMENDS SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION AWARDED BY GOLDE QUEEN TO THE NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE DISCLOSURES IN THIS PROXY STATEMENT AS REQUIRED BY THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

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 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.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the Company, the directors and executive officersbeneficial ownership of the Company beneficially ownCompany’s Common Stock as of April 18, 2016 by:

Except as noted below, Golden Queen believes that the following Sharesbeneficial owners of the Company: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.

PRIOR SALES

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 the Company’s knowledge, the Form 4 filed by each of Landon T. Clay and Thomas Clay on August 14, 2015 reporting the issuance of a warrant to issue 5,967,000 shares to the Landon T. Clay 2009 Irrevocable Trust and a warrant to issue 1,533,000 shares to the Clay Family 2009 Irrevocable Trust on August 6, 2015 were filed after the required filing date.

To the Company’s knowledge, based solely on a review of Forms 3 and 4, as amended, furnished to it during its most recent fiscal year, and Form 5, as amended, furnished to it with respect to such year, other than as disclosed in this Proxy Statement, the Company believes that during the year ended December 31, 2015, its directors, executive officers and greater than 10% shareholders complied with all Section 16(a) filing requirements of the Securities Exchange Act of 1934.

DIRECTORS COMPENSATION

The following table sets out the compensation provided to the members of the Board during the Company’s year ended December 31, 2015:

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.

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, 2015 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.

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.

OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

The Board approves the 12-month period priorissuance 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 this Proxy Statement,grant. During the prior sales of Shares and debt convertible into Shares, but excluding Shares sold pursuantfiscal year ended December 31, 2015, there were 247,500 options granted to the exercise of employee stock options, warrants or conversion rights, the price at which such securities were issued, the number of securities issued and the date of which such securities were issued:Named Executive Officers.

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DIVIDEND RECORD AND POLICY

The Company has not declared or paid any dividends on the Shares in the two years prior to the date of this Proxy Statement, and has no current intention to declare a dividend. Any decision to pay dividends on the Shares in the future will be made by the Board on the basis of earnings, financial requirements, and other conditions existing at such future time.OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED FISCAL YEAR

TRADING PRICE AND VOLUME

The Shares are listed on the TSX under the symbol GQM. The following table sets forth the price range and volumeinformation concerning all option-based awards outstanding for each of SharesGolden Queen’s Named Executive Officers as reported by the TSX for the periods indicated.

On June 6, 2014, the trading date immediately preceding the announcement of the Joint Venture, the closing price for the Shares on the TSX was C$1.32 per Share.December 31, 2015:

The Shares are also quoted on the OTCQX International Exchange under the symbol GQMNF.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forthout information as of the price range and volumeend of shares as reportedthe fiscal year ended December 31, 2015 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

There were no stock options exercised by the OTCQXNamed Executive Officers during the Company’s fiscal year ended December 31, 2015.

TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS

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

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. This bonus target was paid to Ms. St-Germain in 2014. 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.

The Company entered into an employment contract on October 1, 2015 with Brenda Dayton pursuant to which Ms. Dayton was employed as Corporate Secretary of the periods indicated.

On JuneCompany effectively October 1, 2015. Her employment with the Company will continue without fixed term. Her position as officer of the Company will be renewed annually subject to the approval of the Board. Ms. Dayton is entitled to an annual salary of C$110,000, subject to periodic review in accordance with Company practice. Pursuant to the contract, if Ms. Dayton is terminated by the Company without cause or terminated by Ms. Dayton for good reason, within 6 2014,months following a change of control, she will be entitled to receive a lump-sum severance payment equal to her gross salary received from the trading dateCompany in the twelve month period immediately preceding the announcementdate of written notice of termination provided by Ms. Dayton or the Company. Ms. Dayton is also entitled to participate in the Company’s stock option plan.

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 Joint Venture,Exchange. NI 58-101 requires issuers such as the closing price forCompany to disclose the Sharescorporate governance practices that they have adopted, while NP 58-201 provides guidance on corporate governance practices. In this regard, a brief description of the OTCQX International Exchange was US$1.1687 per Share.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.

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PROPOSAL: JOINT VENTURE FOR THE SOLEDAD MOUNTAIN PROJECT

AtThe Board and management recognize that effective corporate governance is important to the Meeting, shareholders will be asked to approvedirection and operation of the proposed Joint VentureCompany in a manner in which ultimately enhances shareholder value. As a result, the Company has developed and implemented, and continues to develop, implement and operaterefine formal policies and procedures which reflect its ongoing commitment to good corporate governance. The Company believes that the Soledad Project.corporate governance practices and procedures described below are appropriate for a company such as the Company.

Parties

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 four (4) current directors considered independent, the Board is currently composed of a majority of independent directors. Mr. Clay, in his role as Interim CEO and the Chairman of the Board is not deemed independent. The Board holds regular meetings. Between the scheduled meetings, the Board meets as required. Management also communicates informally with directors on a regular basis, and solicits advice from directors on matters falling within their special knowledge or experience.

Chairman of the Board

Thomas M. Clay, a non-independent director, was appointed Chairman of the Board on June 10, 2014. Mr. Clay’s primary roles as Chairman are to chair all meetings of the Joint VentureBoard 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.

Pursuant to the Transaction Agreement, the Company, GQ California, Gauss Holdings, Auvergne and Gauss have agreed to enter into the Joint Venture to develop and operate the Soledad Project.

The Company does not have a chairman that is developingindependent or a lead independent director. Given the Soledad Project,size of the Board, the Board believes that the presence of three (3) independent directors out of the four (4) 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 an independent chairman or a gold-silver, open pit, heap leach operation located just outsidelead independent director would add significant benefits to the townBoard oversight role.

Director Meetings

The Board meets 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 Mojave in Kern County in southern California. See “About the Soledad Mountain Project” belowCompany from time to time. During the fiscal year ended December 31, 2015, the Board held five (5) regular meetings, including an in-person Board meeting held on site. In addition to the business conducted at such meetings, various other matters were discussed by phone and 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.

Board Mandate

The Board is responsible for more detail. GQ Californiathe 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 for 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 a wholly-owned California subsidiaryavailable on the Company’s website atwww.goldenqueen.com.

Position Descriptions

The Board has developed written position descriptions for the Chairman of the Board, the Directors of the Board, each chair of each board committee, and for the Chief Executive Officer of the Company, which ownsare available on the Soledad Project. Pursuant to the Transaction Agreement, theCompany’s website atwww.goldenqueen.com.

Orientation and Continuing Education

The Company has agreed to formprovides new directors with an overview of their role as a new California subsidiarymember of the Company, GQ Holdco, and contribute all the outstanding stock of GQ California to GQ Holdco. The Company will also convert GQ California into a California limited liability company, will transfer all of GQ California’s debts and liabilities to GQ Holdco, and GQ Holdco will become the guarantor of certain loans currently guaranteed by GQ California.

Gauss Holdings is a Delaware limited liability company and an investment vehicle of Leucadia. Leucadia operates a merchant and investment banking platform that creates, acquires and owns a diversified group of businesses. Leucadia has subsidiaries, joint venture interests and investments in a range of businesses, including its largest wholly-owned subsidiary, Jefferies Group LLC (investment banking and securities),Board and its joint ventures, Jefferies Finance LLC (corporate lending)Committees, and Jefferies LoanCore LLC (commercial mortgage lending). Leucadia has a range of other investments in auto retail, beef processing, broadband communications, financial services, manufacturing, oilthe nature and gas, and real estate, and owns 20% of Harbinger Group Inc. Leucadia’s principal executive offices are located at 520 Madison Avenue, New York, New York, 10022, and its primary telephone number is (212) 460-1900.

Auvergne is a Delaware limited liability company and an investment vehicle of the Clay Group, who are long-term shareholders of the Company. Thomas M. Clay is also a director and insider of the Company. Auvergne’s principal executive offices are located at 10 Memorial Boulevard, Suite 902, Providence, Rhode Island, 02903, and its primary telephone number is (401) 490-0700.

Gauss Holdings and Auvergne formed Gauss, a Delaware limited liability company, for the purposes of investing in the Joint Venture. Gauss Holdings will contribute US$74,250,000 and Auvergne will contribute US$35,750,000 to Gauss, giving them 67.5% and 32.5% of the interests in Gauss, respectively.

Terms of the Joint Venture

Under the Transaction Agreement, the parties have agreed as follows:

• On closing of the Joint Venture, Gauss will contribute US$110,000,000 to GQ California and GQ California will issue units to Gauss, such that Gauss will own 50% of GQ California.

• On closing of the Joint Venture, GQ California will pay US$2,000,000 to Gauss Holdings and US$275,000 to Auvergne for fees and expenses incurred by them in connection with negotiating the Joint Venture.

• Neither the Company nor any of its affiliates or representatives may, directly or indirectly, solicit, facilitate or engage in any discussions with any party other than Gauss Holdings, Gauss or Auvergne regarding (a) an acquisition of 20% or moreoperation of the Company’s consolidated assets; (b) an acquisition of 20% or more ofbusiness and affairs. New directors also have the outstanding capital stock of the Company or GQ California; (c) a tender offer or exchange offer that would result in 20% or more of the outstanding capital stock of the Company or GQ California being owned by the offeror making such offer; (d) a merger, consolidation, plan of arrangement, recapitalization or similar transaction involving the Company or GQ California; or (e) any joint venture or transaction relatedopportunity to an acquisition of the assets of the Company or GQ California (any such transaction, a “Takeover Proposal”).

• Without the prior written consent of Gauss Holdings and Auvergne, GQ California may not (a) issue any equity securities or any securities convertible into equity securities of GQ California; (b) redeem or purchase or otherwise acquire any of GQ California’s outstanding shares of capital stock or equity interests except pursuant to contracts in effect as of the date of the Transaction Agreement; (c) declare any dividends on GQ California’s capital stock or equity interests; (d) split, combine, subdivide or reclassify any shares or equity interests of GQ California’s capital stock; (e) amend, modify, make, change or revoke any material tax election or enter into any tax sharing or tax indemnity agreement; (f) incur or assume any indebtedness or guarantee any indebtedness of another person; (g) make any loans or advances to any person, except travel and similar advances to employees; (h) enter into any collective bargaining agreement or adopt, amend or terminate any benefit plan; (i) sell, dispose of or otherwise transfer, lease, license or encumber any material properties or assets; (j) directly or indirectly, by merger, consolidation or purchase of all or a substantial amount of the capital stock in any person or acquire, except in the ordinary course of business, any assets for consideration in excess of US$1,000,000; (k) adopt any plan of complete or partial liquidation or dissolution or (l) agree to take any of the foregoing actions.

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• The Transaction Agreement may be terminated (a) upon unanimous written consent of the Company, GQ California, Gauss Holdings, Auvergne and Gauss; (b) by any of the parties if (I) the transactions contemplated by the Transaction Agreement have not been consummated on or before December 31, 2014 (but a party that has materially breached its obligations under the Transaction Agreement may not terminate), (II) the consummation of the transactions contemplated by the Transaction Agreement is enjoined, prohibited or otherwise restrained by any law, injunction, judgment, order or decree (but a party that has principally caused such restraint may not terminate) or (III)discuss the Company’s stockholders do not approve the Transaction Agreement; (c) by Gauss Holdings if (I) the Company or GQ California materially fail to perform their obligations or breach their representationsaffairs with legal counsel and warranties and have not cured such non-performance or breach, or (II) if the Board approves or recommends a Takeover Proposal, fails to recommend that the shareholders approve the Joint Venture, or fails to reject a publicly disclosed Takeover Proposal and reconfirm the recommendation to the shareholders to approve the Joint Venture; or (d) by the Company or GQ California if (I) Gauss Holdings, Gauss or Auvergne breach their respective representations, warranties or covenants and have not cured such breach, or (II) prior to the receipt of shareholder approval, the Company enters into a definitive agreement with respect to a superior proposal. The foregoing termination provisions are referred to herein as the “Termination Provisions.”
  
  
• If the Transaction Agreement is terminated in accordance with the Termination Provisions, thenCompany’s independent auditors. New directors are also provided with opportunities to visit the Company will pay the Expenses Fees of US$2,000,000 to Gauss Holdings and $275,000 to Auvergne.
  
  
• If the Transaction Agreement is terminated and the Company has: (a) received a Takeover Proposal and enters into a definitive agreement with another party regarding such Takeover Proposal within 6 months of the termination; (b) failed to call and hold the shareholder meeting or comply with the restrictions with respect to any Takeover Proposal or has materially failed to perform its obligations or has breached its representations and warranties and has not cured such non-performance or breach; or (c) concurrently entered into a definitive agreement with respect to a superior proposal, the Company will pay Gauss Holdings and Auvergne a termination fee in an aggregate amount of US$2,500,000, less any Expenses Fees paid (the “Termination Fee”). The Termination Fee, if unpaid when due, will accrue interest at the prime lending rate (as published in the Wall Street Journal) plus 5%.

On closing of the Joint Venture, the Company, GQ Holdco, GQ California and Gauss will enter into the JV Agreement regarding the operation of GQ California, which will contain the following terms:

• On closing of the Joint Venture, GQ California will distribute US$5,000,000 to each of GQ Holdco and Gauss. GQ Holdco will distribute this amount to the Company, which will use those funds to pay the Expenses Fees and the fees payable in respect of the Standby Commitment.

• During the nine month period after the effective date of the JV Agreement, GQ Holdco will have the right to exercise the GQ Top Up Right, making a single capital contribution to GQ California of no less than US$15,000,000 and no more than US$25,000,000, with each such threshold to be reduced by 50% of the amount of any proceeds received by GQ California from any debt financing transaction completed (excluding, for the avoidance of doubt, any debt incurred by GQ California prior to the closing of the Joint Venture and that will be repaid in connection with such closing). Gauss will then be required to make a capital contribution to GQ California in an amount equal to the amount that GQ Holdco contributes. If GQ Holdco does not exercise the GQ Top Up Right, Gauss will be obligated to make a US$40,000,000 capital contribution to GQ California prior to the date that is nine months following the effective date of the JV Agreement, with the amount of such capital contribution to be reduced by the amount of any proceeds received by GQ California from any debt financing transaction completed (excluding, for the avoidance of doubt, any debt incurred by GQ California prior to the closing of the Joint Venture and that will be repaid in connection with such closing). GQ California shall issue units of GQ California in exchange for such capital contributions, such that GQ Holdco’s interest will be diluted if it does not exercise the GQ Top Up Right. In addition, GQ Holdco will lose a representative on the board of managers if it does not exercise the GQ Top Up Right.

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• Other than as described below with respect to the Standby Commitment, Gauss and GQ Holdco will not be required or permitted to make additional capital contributions, other than with the approval of the board of managers of GQ California. If the board of managers decides additional capital contributions are necessary, Gauss and GQ Holdco will have the right to participate in the capital raise pro rata to their interest in GQ California. If one party chooses not to participate or does not participate for the full amount, the other party has the right to take up the remaining amount, with their additional share of units of GQ California priced at fair market value determined in accordance with the JV Agreement.

• GQ California will be managed by a board of managers made up of three representatives designated by Gauss and three representatives designated by GQ Holdco. For so long as the Clay Group beneficially owns at least 25% of the Company, at least one of GQ Holdco’s representatives on the board of managers shall be designated by Auvergne. An affirmative vote of a majority of the representatives is required to approve actions of the board of managers, provided that in certain circumstances a supermajority is required, being an affirmative vote of a majority of the representatives of Gauss and a majority of the representatives of GQ Holdco. If a supermajority is required and GQ Holdco has only two representatives, four of the five members of the board must consent to the decision being made. As noted above, if GQ Holdco does not exercise the GQ Top Up Right, and Gauss makes its required capital contribution, the board of managers of GQ California will be reduced to five, and GQ Holdco will lose one representative on the board.

• The board of managers will elect officers of GQ California, and delegate certain powers to those officers. The initial officers of GQ California will be H. Lutz Klingmann (Chief Executive Officer) and Andrée St-Germain (Chief Financial Officer). As Chief Executive Officer, Mr. Klingmann will have direct and general charge and supervision of all business and administrative operations of GQ California. As Chief Financial Officer, Ms. St- Germain will be in charge of GQ California’s funds. Certain actions of the officers, including adopting or changing budgets, entering into transactions outside the ordinary course of business and issuing units in GQ California to non-members of GQ California, require the consent of the board of managers.

• The JV Agreement will contain a customary right of first offer/refusal and tag-along right should any party wish to sell its interest in GQ California.
  

• Once a party is diluted to less than a 20% interest in GQ California, certain rights of such party will terminate, including the right to participate in future capital raises, the right to appoint representatives to the board of managers and the right of first offer/refusal.

Pursuant to the Transaction Agreement, closing of the Joint Venture is subject to:

• receipt of approval of the shareholders of the Company of the Joint Venture and related agreements by a majority of the votes cast on the resolution by the shareholders of the Company present in person or by proxy at the Meeting, excluding those votes in respect of shares of the Company held by the Clay Group and associates and affiliates of the Clay Group that are required to be excluded pursuant to the requirements of the TSX or securities laws;
  
• receipt of all regulatory approvals or authorizations required for the consummation of the Joint Venture;
  
• GQ California having been converted to a California limited liability company; and

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• other customary closing conditions, including the truth and correctness of the representations and warranties, completion of required obligations under the Transaction Agreement, no material adverse effect having occurred, and delivery of officers’ certificates confirming the foregoing.

The Company has made a submission to the TSX regarding the Joint Venture, and the provisions of the Proxy Statement relating to the resolution sought were reviewed and accepted by the TSX.

Rights Offering Backstop

Under the terms of the Transaction Agreement, the Company entered into a rights offering backstop agreement with Gauss Holdings and Auvergne, providing for the StandbyCommitment. The Standby Commitment will ensure that a sufficient amount of funds are raised to enable the Company to exercise the GQ Top Up Right. Under the Standby Commitment:

• If the Company conducts a rights offering, Gauss Holdings and Auvergne have agreed to backstop such offering. Under the Standby Commitment, Gauss Holdings and Auvergne have agreed, subject to certain terms, conditions and limitations, and at the option of the Company, to purchase all or part of the Shares issuable pursuant to any rights that are unexercised by other holders of rights up to a maximum of US$45,000,000 in the aggregate at an exercise price equal to the lesser of (i) the price in United States currency at which the Shares are offered to holders of rights, or (ii) US$1.10 per Share.
  
• In consideration for providing the Standby Commitment, on closing of the Joint Venture, Gauss Holdings and Auvergne will be entitled to be paid a non-refundable fee in the aggregate amount of US$2,250,000.

Members of the Clay Group whose votes are not entitled to be counted in obtaining the shareholder approval of the Joint Venture may choose to exercise their rights, transfer their rights or allow their rights to expire.

The Company will consider alternate sources of funding, and the size of any possible rights offering would be decreased by the amount of any other financing received from other sources.

The potential dilutive effects of the Rights Offering and the Standby Commitment are illustrated in the table below.

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Assuming full exercise of all rights issued in the Rights Offering and no triggering of the Standby Commitment, the Rights Offering would not result in a change of control of the Company. Assuming that 100% of the Standby Commitment were exercised at US $0.15 per share, a change of control of the Company could occur.

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Registration Rights

The Company has also entered into registration rights agreements (the “Registration Rights Agreements”) with Gauss Holdings, and with Auvergne, and certain members of the Clay family (Landon T. Clay, Thomas M. Clay, Harris Clay, Jonathan Clay, and Landon T. Clay 2013-4 Annuity Trust, collectively the “Clay Shareholders”), pursuant to which the Company has agreed to register under United States securities laws, any Shares issued to Gauss Holdings, Auvergne or the Clay Shareholders pursuant to the Standby Commitment, as well as any Shares held by such parties on closing of the Joint Venture. Such registration will be at the request of Gauss Holdings, Auvergne or the Clay Shareholders, and the aggregate gross proceeds expected to be received by Gauss Holdings or by Auvergne and the Clay Shareholders from the sale of the Shares subject to such registration must be at least US$5,000,000.

Bridge Loan

On July 2, 2014, Leucadia, Auvergne, the Company and GQ California entered into a senior secured promissory note (the “Promissory Note”), pursuant to which Leucadia and Auvergne advanced an aggregate of US$10,000,000 to GQ California (US$6,500,000 from Leucadia and US$3,500,000 from Auvergne). The Promissory Note is secured against GQ California’s assets and the Company’s shares in GQ California, and proceeds will be used to advance to Soledad Project until closing of the Joint Venture.

The maturity date of the Promissory Note is the earlier of: (i) closing of the Joint Venture, and (ii) September 30, 2014. In the event that closing of the Joint Venture has not occurred by September 30, 2014, the maturity date can be extended to December 1, 2014 by payment of a US$1,000,000 extension fee, which extension fee will not be payable if closing of the Joint Venture occurs before December 1, 2014. The Promissory Note bears interest at a rate of 10% per annum, compounded monthly. After the occurrence, and during the continuation, of an event of default, interest on the Promissory Note will accrue at a rate of 12% per annum.

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Corporate Structure

The corporate relationships between the Company, its subsidiaries and its interest in the Soledad Project before and after closing of the Joint Venture are as follows:

About the Soledad Mountain Project

The Soledad Project is a gold-silver project located approximately 5 miles south of the town of Mojave in Kern County, California. The Soledad 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 is focused on advancing the Soledad Project to production. Construction is being done in three phases, with Phase I having started in July 2013, and Phase II construction having commenced in 2014. The Company’s focus in 2013 was on the basic infrastructure of the Soledad Project. This included widening of Silver Queen Road and adding turning lanes, a dip-crossing across a flood plain, initialmine site grading with access roads and a parking lot which has now been paved, extensive site drainage work, and the overland conveyor route. The Company also backfilled a number of vertical shafts as a safety measure. Detailed engineering continued in 2013.

The first of the key projects commenced in 2014 was the construction of the workshop-warehouse. The workshop-warehouse is targeted for completion in July, and construction of the water supply infrastructure is underway. In addition, site grading of the area where the crushing-screening plant will be constructed was completed in May, and detailed engineering also continued in 2014. The Company engaged a core group of managers for the Soledad Project all based in Mojave in 2014.

The commitmentand are invited to the Phase III items, which includes a number of major projects such as the crushing-screening plant, Merrill-Crowe plant, assay laboratory, conveying and stacking system, the Phase I heap leach pad and the power supply, will depend upon closing of the Joint Venture. Pre-production mining is expected to start early in 2015, with the timeline for the remaining construction being 15 to 18 months from the date of this Proxy Statement. Commissioning of the facilities should therefore be feasible in the fourth quarter of 2015 with the start of production shortly thereafter.

As noted above, Gauss will contribute US$110,000,000 to the Joint Venture. These funds will be used to continue to develop the Soledad Project, as well as to repay the Promissory Note, and to pay the Expenses.

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Reasons for the Joint Venture

The Joint Venture will provide the Company with the funds required to develop and operate the Soledad Project. Construction of infrastructure has been underway since July 2013, and the Joint Venture will provide the funds to continue that development.

Valuation and Fairness Opinion

Maxit Capital prepared the Valuation and Fairness Opinion, each dated effective as of June 7, 2014, for the Special Committee. Copies of the full Valuation and Fairness Opinion are attached to this Proxy Statement as Schedule A and Schedule B, respectively. Shareholders are urged to read both these documents carefully in their entirety, especially with regard to the assumptions and limitations contained in those documents. This following summary is qualified by the information contained in the attached Valuation and Fairness Opinion.

Qualifications and Independence of Maxit Capital

Maxit Capital is an independent advisory firm with expertise in mergers and acquisitions. The opinions expressed in the Valuation and Fairness Opinion are the opinions of Maxit Capital, and the form and content was approved for release by its managing partners, each of whom is experienced in merger, acquisition, divestiture, and valuation matters.

Neither Maxit Capital, nor any of its affiliates, is an insider, associate or affiliate (as those terms are defined in theSecurities Act (Ontario) or the rules made thereunder) of the Company, Leucadia, Gauss Holdings, the Clay Group, Auvergne or Gauss, or any of their respective associates or affiliates (collectively, the “Interested Parties”). Maxit Capital has not been engaged to provide any financial advisory services, nor has it participated in any financings involving the Interested Parties within the past two years, other than acting as financial advisor to the Special Committee in connection with the Joint Venture. There are no other understandings, agreements or commitments between Maxit Capital and any of the Interested Parties with respect to any current or future business dealings which would be material to the Valuation or Fairness Opinion. Maxit Capital may in the ordinary course of business provide financial advisory, investment banking, or other financial services to one or more of the Interested Parties from time to time.

Engagement of Maxit Capital

Maxit Capital was retained by the Special Committee by letter agreement dated January 11, 2014. Maxit Capital was retained to act as the Special Committee’s financial advisor in connection with evaluating a joint venture to finance the construction of the Soledad Project. Pursuant to its engagement, Maxit Capital prepared the Valuation with respect to the valuation of GQ California and the interest in the Joint Venture to be acquired by Gauss, and the Fairness Opinion with respect to whether the consideration to be received by the Company pursuant to the Joint Venture is fair from a financial point of view to the Company.

Maxit Capital was paid a cash fee for the Valuation and Fairness Opinion, which fee was not contingent upon the conclusions reached in the Valuation or Fairness Opinion, or on the completion of the Joint Venture. The Company also reimbursed Maxit Capital for its reasonable out-of-pocket expenses and agreed to indemnify Maxit Capital in respect of certain liabilities that might arise out of the engagement.

Scope of Review

In connection with preparing the Valuation and Fairness Opinion, Maxit Capital reviewed and relied upon various sources of information as set out in the “Scope of Review” section of both the Valuation and Fairness Opinion, and which included, among other things:

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To the knowledge of the management and directors of the Company, Maxit Capital was not denied access by the Company to any material information it requested specifically regarding the Company and its wholly-owned subsidiaries, including GQ California.

Assumptions and Limitations

In preparing the Valuation and Fairness Opinion, Maxit Capital made certain assumptions and imposed certain limitations as set out in the “Assumptions and Limitations” section of both the Valuation and Fairness Opinion, and which included, among other things:

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Summary of the Valuation

This Valuation was prepared in accordance with the guidelines of the Investment Dealers Association of Canada (‘‘IDA’’) and Standard No. 110 of the Canadian Institute of Chartered Business Valuators (‘‘CICBV’’), but neither the IDA nor the CICBV was involved in the preparation or review of the Valuation.

The Valuation was prepared based on techniques that Maxit Capital considered appropriate in the circumstances, after considering all relevant facts and taking into account the assumptions set out in the Valuation, in order to arrive at “fair market value” of GQ California. In this context and for the purposes of the Valuation, “fair market value” was defined as the price available in an open and unrestricted market between informed, prudent parties, acting at arm’s length and under no compulsion to act, expressed in terms of money or money’s worth.

Values determined in the Valuation and on the foregoing basis represent the “market trading” values of GQ California. Market trading values represent the expected price an acquirer would be required to pay to obtain less than a majority of the voting interests of GQ California. Given the amounts being financed through the Joint Venture relative to the market capitalization of the Company, Maxit Capital felt that it is appropriate to take into consideration typical price discounts required to complete a large equity financing in the public or private markets.

A description of the valuation methodologies used and applied by Maxit Capital follows.

Net Asset Value Analysis

Maxit Capital valued GQ California based on a net asset value (“NAV”) approach. This approach involves attributing values to each of a company’s assets and liabilities, as applicable, using the assumptions and methodologies appropriate in each case and reflects the risks, prospects and profitability of each asset. As a result, NAV analysis is the fundamental method used to value mining assets and their associated liabilities which are, by nature, each subject to a variety of unique factors.

GQ California’s only assets and liabilities are derived from the Soledad Project and therefore, the value of GQ California can be estimated by determining the net present value (“NPV”) of the Soledad Project’s future cash flows. At the date of the Valuation, there are no corporate general and administrative expenses incurred by GQ California that are not related to the Soledad Project and as such do not need to be calculated separately.

Maxit Capital relied primarily on a discounted cash flow (“DCF”) approach to evaluate the NPV of the Soledad Project. NPV estimates from third-party independent research reports were also reviewed given that the market trading multiple analysis (outlined below) was based on street consensus estimates.

Discounted Cash Flow Analysis

The DCF approach calculates a value of an asset by taking into account the amount, timing and relative certainty of projected unlevered free cash flows expected to be generated by the asset. The DCF approach requires that certain assumptions be made regarding, among other things, mine operating performance and future commodity prices to estimate the future unlevered free cash flows of the asset. The possibility that some of the assumptions will prove to be inaccurate is one factor involved in the determination of the discount rates used to discount the unlevered free cash flows to present value. The unlevered free cash flows and discount rates were considered on a real, constant dollar basis rather than on a nominal dollar basis.

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As a basis for the development of the projected unlevered free cash flows, Maxit Capital reviewed the applicable forecasts in the Company’s technical report titled “Soledad Mountain Project – Technical Report” prepared by Norwest Corporation and AMEC E&C Services Inc. with an effective date of October 17, 2012 (the “Feasibility Study Forecasts”). Maxit Capital reviewed the relevant underlying assumptions including, but not limited to, ore tonnage mined and crushed, ore grades, recovery rates, operating costs, capital expenditures and commodity prices. These assumptions were reviewed in comparison to sources considered relevant, including detailedhave discussions with the Company’s senior management. From this review, Maxit Capital developedoperating personnel. In 2015, all of the directors visited the Soledad Mountain Project and had the opportunity to meet with local stakeholders and tour the project facilities.

The Company does not provide formal continuing education to its own base case operating forecastsBoard members, but does encourage them to communicate with management, independent auditors and 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 “Maxit Capital Operating Forecasts”“Code”), formed independentlywhich is distributed to officers, management and employees of the Company. To ensure and monitor compliance with the benefitCode, the Board has adopted a Whistle-blower Policy. A request for a waiver of its understandingany provision of the assumptions behindCode can be made in writing to the Feasibility Study Forecasts.Audit Committee, however, such waiver must be approved by the Board. During the recently completed fiscal year, there was no conduct by an officer, by management or an employee that constituted a departure from the Code. The unlevered free cash flows were then discounted toBoard has also adopted a present value using an appropriate discount rate. Finally, Maxit Capital ran sensitivity analysesCode of Ethics for Senior Financial Officers. The Company’s Code of Business Conduct and Code of Ethics for Senior Financial Officers are available on certain key input assumptions to understand the impact ofCompany’s website atwww.goldenqueen.com.

If a changedirector or senior officer has a material interest in those assumptionsa transaction or agreement being considered by the Company, such individual is precluded from voting on the matter and the corresponding change in valueBoard considers such matter without the individual present.

Assessments

Based upon the Company’s size, its current stage of GQ California.

Market Trading Multiples Analysis

Precious metals mining companies generally trade atdevelopment and the number of individuals on the Board, the Board considers a multiple to their NAV (a “P/NAV Multiple”). Onceformal process for assessing the NAV of a company has been estimated, it is adjusted to derive market trading value by applying an appropriate P/NAV multiple. In the caseeffectiveness and contribution of the Joint Venture, selectingBoard as a P/NAV Multiple took into careful consideration the financing nature of the Joint Venture, the relative size of the Joint Venture comparedwhole, its committees or individual directors to the Company’s market capitalizationbe unnecessary at this time. The Board and the typical discount required to complete an equity financing of this magnitude in the public or private markets.

Comparable public entities were usedits committees meet on numerous occasions during each year, each director having regular opportunity to assess the appropriate P/NAV MultipleBoard as a whole, its committees, and other directors in relation to apply to GQ California’s NAV prior to applying a typical equity financing discount. The companies considered comparable were reviewed in terms of geographic location, operating characteristics, growth prospects, risk profile and size. Maxit Capital identified and reviewed seven publically traded gold companies that are in the construction stage or are near construction asassessment of the date hereof,competencies and assessedskills that the market trading multiples forBoard 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 companies.manner.

Maxit Capital considered P/NAV to be

Board Leadership Structure

The Board does not have an express policy regarding the primary valuation multiple when applying the market trading multiples methodology. Enterprise Value per resource ounce (“EV/ounce”) was also evaluated but not relied upon given that this is a crude metric which fails to take into account the quality of assets and certain other factors, including regulatory and environmental factors, which may affect the amountseparation of the resource that is ultimately able to be mined.

Comparable Precedent Financings Analysis

Precedent equity financing transactions were also reviewed given that the Joint Venture replicates a traditional equity financing and replaces the need to complete a sizeable placement in the future to fund mostroles of the developmentChairman of the Soledad Project. Maxit Capital reviewed 26 recent financing transactions, 11 of which were transactions in which the issuer raised gross proceeds in excess of C$50 millionBoard and 15 of which were completed by companies in the development stage, whose main commodity is gold and with a market capitalization between $75 million and $500 million at the time of the transaction. For each transaction, Maxit Capital reviewed the gross proceeds raisedChief Executive Officer, as a percentage of the company’s market capitalization and the offer price discount to the company’s last share price prior to announcement.

Valuation Conclusion

The valuation methodologies were applied to the Company, and the results are set out under “Application of Valuation Methodologies” in the attached Valuation.

Maxit Capital did not attribute any particular weight to any specific factor but, rather, made qualitative judgments based on its experience in rendering such opinions and on circumstances then prevailing as to the significance and relevance of each factor. Based upon and subject to the factors set out in the Valuation, Maxit Capital is of the opinion that as of close of business on June 6, 2014, the fair market value of GQ California was in the range of $95 million to $126 million, concluding that the fair market value of the interest in GQ California to be acquired by Gauss was in the range of $48 million to $63 million.

Note that the amount of the consideration to be paid by Gauss for the 50% interest in GQ California was determined through negotiations between the parties, and Maxit Capital did not make a recommendation as to the amount of consideration to be paid.

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The Fairness Opinion

Based upon and subject to the factors set out in the Fairness Opinion, Maxit Capital is of the opinion that, as of the date of the Fairness Opinion, the consideration to be received by the Company pursuant to the Joint Venture is fair, from a financial point of view, to the Company.

Tax Consequences of the Joint Venture

The Company’s Canadian and United States tax advisors are of the view that there will be no material adverse tax consequences to the Company resulting from the Joint Venture.

Special Committee Proceedings

On January 11, 2014, the Board appointed Bernard Guarnera, Guy Le Bel and Bryan Coates as the Special Committee to review, consider and report to the Board on the terms and merits of the Joint Venture and to advise the Board whether or not the Joint Venturebelieves that it is in the best interests of the Company is fairto make that determination based on the position and reasonable to the Company, and should be pursued by the Company and recommended to the shareholders of the Company for approval.

The Board adopted the mandate of the Special Committee, which included, among other items that:

• each of the Special Committee members must be independent of the Clay Group;

• the Special Committee would advise the Board as to whether the Joint Venture was in the best interest of the Company, having regard to all considerations determined relevant by the Special Committee; and
  

• the Special Committee would consider and evaluate the terms and conditions of offers or any alternative other than the Joint Venture.

As part of its mandate, the Special Committee was authorized to engage such professional advisors as the Special Committee considered appropriate, including legal, financial and accounting advisors. In order to undertake deliberate and full consideration of the Joint Venture, the Special Committee engaged Maxit Capital as its financial advisor and to provide (i) an opinion as to the fairness of the Joint Venture from a financial point of view to the Company; and (ii) a valuation of the subject matter of the Joint Venture.

Deliberations of the Special Committee

The Special Committee held a total of ten meetings to review the Joint Venture and discuss alternatives, at which the financial advisor, counsel, management and Thomas M. Clay were selectively invited to respond to questions from the Special Committee. The Special Committee members also attended seven Board meetings at which the Joint Venture was discussed, and various strategic meetings and discussions with managementdirection of the Company and the membership of the Board. The Board has reviewed the Company’s current Board leadership structure. Thomas M. Clay.Clay has been the Company’s Chairman of the Board since May 2013 and assumed the role of Interim Chief Executive Officer on August 10, 2015. 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 brings complimentary attributes to the Company’s business operations and strategic plans and generally are focused on somewhat different aspects of the Company’s operations.

The Special CommitteeCompany 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 four (4) 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 considereddoes not believe that selecting a number of alternativeslead independent director would add significant benefits to the Joint Venture, includingBoard oversight role.

Also, the following alternative proposals:

The Company also had discussions with various other third parties, none of which progressed to a term sheet.

Maxit Capital provided the Special Committee with a presentation dated June 6, 2014, and on June 7, 2014 provided the Special Committee with (i) its oral opinion that the Joint Venture was fair from a financial point of view to the Company; and (ii) an oral opinion as to the valuation of the subject matter of the Joint Venture. Maxit Capital provided the special committee with the Valuation and Fairness Opinion, summarized above.

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After reviewing the Valuation and Fairness Opinion and considering the various alternatives summarized above, the Special Committee determined that the Joint Venture provides a low-risk, equity-based capital structure with no hedging and no financial covenants. In addition, the Joint Venture includes Leucadia, a well-respected and credible long-term partner with a history of successful investments in the mining sector. It is also supported by the Clay Group, long-term shareholders who have supported the Company for over 20 years, showing their dedication to the Company and the Soledad Project.

Members of the Special Committee reviewed and provided input on the Transaction Agreement and Joint Venture Agreement, and discussed and/or reviewed the ancillary agreements presented to the Special Committee. They also reviewed tax advice provided by Mining Tax Plan LLP of Centennial, Colorado and BDO Canada LLP relating to the structure of the Joint Venture. In addition, members of the Special Committee attended two conference calls and one meeting with Leucadia to discuss the terms of the Joint Venture.

In evaluating the Joint Venture, the Special Committee considered the following factors:

• Project funding rationale:The Joint Venture would, if completed, provide project funding to GQ California. The Special Committee also considered the Standby Commitment in relation to a potential future financing of the Company. Assuming completion of a financing by the Company, the Company would be in a position to contribute additional capital, which together with the GQ Top Up Right required under the terms of the JV Agreement, would provide the Company with a 50% joint venture equity interest in a fully funded project, based on current projected development costs.

• Availability of alternatives:The Special Committee considered potential alternative transactions, and the challenges faced by mining companies in raising project funding in the current market environment. The Special Committee also considered reducing activity on the Soledad Project to conserve cash resources pending alternate transactions becoming available, and determined it was not in the best interests of the Company to proceed with this alternative.

• Valuation:The Special Committee reviewed the valuation placed on the Soledad Project by Gauss under the terms of the Joint Venture. Due to negotiations by the Company’s management with input from the Special Committee, and supported by an increasing share price, the purchase price offered by Gauss was increased from initial proposals. The Special Committee also reviewed and considered the Valuation from Maxit Capital, which estimated a fair market value of GQ California in the range of $95 million to $126 million, with fair market value of the interest in GQ California to be acquired by Gauss being in the range of $48 million to $63 million.

• Fairness Opinion:The Special Committee took into consideration the Fairness Opinion from Maxit Capital, which concluded that the Joint Venture is fair, from a financial point of view, to the Company.
  

• Standby Commitment:In considering the Joint Venture, the Special Committee took into consideration that Gauss Holdings and Auvergne would be agreeing to backstop a possible rights offering of up to US$45,000,000 by purchasing Shares at a price not to exceed US$1.10 per Share.

• Disinterested shareholder approval:In considering its recommendation, the Special Committee considered the requirement that the Company seek and obtain the approval of a majority of the shareholders, excluding members of the Clay Group, and their affiliates and associates, at a meeting of the shareholders. While the interests of the Clay Group involve different considerations than the other shareholders of the Company, shareholders that doBoard does not have an interest in the Joint Venture would be provided with the opportunity to approve or vote against the Joint Venture.

• Risks:The Special Committee considered the risks associated with the Joint Venture, including those risks disclosed under “Risk Factors” in this Proxy Statement.

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Recommendation of the Special Committee

The Special Committee has determined, based upon the considerations noted above, that the terms of the Joint Venture are in the best interests of the Company. The Special Committee evaluated all factors considered relevant in light of its knowledge of the business and operations of the Company. The Special Committee recommended that the Board approve the Joint Venture.

Recommendation of the Board

The Board, with Thomas M. Clay abstaining from voting, resolved, based upon the considerations noted below, that the terms of the Joint Venture are in the best interests of the Company, and recommends that the shareholders of the Company vote in favor of the resolution approving the Joint Venture.

In arriving at its conclusion, the Board considered, among other matters:

Intentions of Directors and Officers

The directors and officers of the Company intend to vote their Shares in favor of the Joint Venture. The Shares held by such directors and officers represent approximately 1.63% of Golden Queen’s issued and outstanding Shares as of the date of this Proxy Statement. This excludes the Shares of Thomas M. Clay, who, as a member of the Clay Group, will have his votes excluded from the determination of whether or not the shareholders have approved the Joint Venture.

Certain members of the Clay Group, including Thomas M. Clay, have entered into a voting and support agreement with Leucadia, pursuant to which they have agreed to support the Joint Venture. In particular, they have agreed that for so long as the Transaction Agreement remains in effect, they will vote against: any Takeover Proposal or superior proposal; any action, proposal or transaction which would reasonably be expected to result in a breach of the Transaction Agreement; any amendment of the Company’s organization documents; or any other action, proposal or transaction that could reasonably be expected to have a negative effect on the Joint Venture. They have also agreed not to sell, transfer, encumber or otherwise dispose of any of their Shares of the Company, or enter into any other voting arrangements.

Shareholder Approval

The resolution to approve the Joint Venture must be passed by not less than a majority of the votes cast by the shareholders present in person or by proxy at the Meeting, excluding the votes of the Clay Group and associates and affiliates of the Clay Group. Accordingly, the Company’s shareholders, other than those set out under “Interest of Certain Persons in Matters to be Acted Upon” above, will be asked to consider and, if thought advisable, to pass, with or without amendment, the following ordinary resolution:

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“BE IT RESOLVED, as an ordinary resolution passed by a majority of disinterested shareholders, THAT:

The Board recommends a vote FOR the resolution to approve the Joint Venture. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the approval of the Joint Venture.

OTHER MATTERS

Golden Queen knows of no other matters that are likely to be brought before the Meeting. If, however, other matters not presently known or determined properly come before the Meeting, the persons named as proxies in the enclosed Proxy or VIF or their substitutes will vote in accordance with their discretion with respect to such matters.

RISK FACTORS

Shareholders should carefully consider all of the information disclosed in this Proxy Statement, including the risks and uncertainties described below, prior to voting on the matters being put before them at the Meeting. While the risks and uncertainties described below are those that management of the Company believes to be material to the Companyformal policy with respect to the Joint Venture, itconsideration 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 possible that othercharged with the day-to-day management of the risks the Company faces. However, the Board, directly and uncertainties affecting the Company’s business will arise or become materialindirectly through its committees, is actively involved in the future. In addition, shareholders should review the risk factors disclosed in Golden Queen’s latest Form 10-K filed with the Securities and Exchange Commission on March 17, 2014, which are incorporated by reference into this Proxy Statement.

Risks Related to the Joint Venture

There can be no certainty that all conditions precedent to the Joint Venture will be satisfied.

Our ability to consummate the Joint Venture is subject to a number of conditions precedent, certain of which are outside the control of the Company, including receipt of regulatory approval. The Company has made a submission to the TSX regarding the Joint Venture, and the provisions of the Proxy Statement relating to the resolution sought were reviewed and accepted by the TSX. However there is no guarantee that the Joint Venture will receive final approval from the TSX.

In addition, completion of the Joint Venture is contingent on our shareholders approving the Joint Venture. There can be no assurance or guarantee that our shareholders will approve the Joint Venture.

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If for any reason the Joint Venture is not completed, the market price of the Shares may be adversely affected. If the Joint Venture is not completed and the Company cannot obtain financing for repayment of the Promissory Note and working capital requirements, the financial condition of the Company will be materially adversely affected.

The Transaction Agreement may be terminated in certain circumstances.

The parties to the Transaction Agreement have the right to terminate the Transaction Agreement and the Joint Venture in certain circumstances. Accordingly, there is no certainty, nor can the Company provide any assurance, that the Transaction Agreement will not be terminated, with the result that the Joint Venture will not proceed. In addition, in certain circumstances, the Company will be required to pay the Expenses Fee and/or the Termination Fee.

Completion of the Joint Venture will mean that the Company only has a 50% interest in the Soledad Project.

The Soledad Project is the Company’s only mineral property. If the Company were unable to fund the Joint Venture such that its interest in the Soledad Project was diluted further, the market price of the Shares may be adversely affected. In addition, the Company could fail to meet the listing requirements of the TSX, and would run the risk of being delisted from the TSX. While the majorityoversight of the Company’s trading volume occurs onrisk management policies. The Board is charged with overseeing enterprise risk management, generally, and with reviewing and discussing with management the OTCQX International Exchange, ifCompany’s major risk exposure (whether financial, operating or otherwise) and the TSX delists our Shares, investors may face material adverse consequences,steps management has taken to monitor, control and manage these exposures, including but not limited to, a lack of a trading market for our securities, reduced liquidity, decreased analyst coverage of our securities,the Company’s risk assessment and an inability for us to obtain additional financing to fund our operations.

In addition, there is no assurance thatrisk management guidelines and policies. Additionally, the development ofCompensation Committee oversees the Soledad Project will be successful even if the Joint Venture closes, or that the Joint Venture will have a positive impact on the shareholders.

There can be no assurance that the Company will be capable of raising additional funding required to continue development of the Soledad Project and meet its funding obligations under the Joint Venture.

The Company has limited financial resources. Assuming the Joint Venture closes, the Company will receive a portion of the funds required to continue its operations. However, the ability of the Company to arrange additional financing in the future will depend,Company’s compensation policies generally, in part on the prevailing capital market conditions, business performance of the Company, as well as the market price of metals. The recent volatility in global equities, commodities, foreign exchange, precious and base metals and a lack of market liquidity, may adversely affect the development of the Company and its ability to obtain financing. There is no assurancedetermine whether or not they create risks that sources of financing will be availableare reasonably likely to the Company on acceptable terms, if at all. Failure to obtain additional financing on a timely basis will cause the Company’s interest in the Joint Venture to be diluted.

Further financing by the Company may include issuances of equity, instruments convertible into equity (such as the issuance of rights pursuant to a rights offering) or various forms of debt. The Company has issued Shares or other instruments convertible into equity in the past and cannot predict the size or price of any future issuances of Shares or other instruments convertible into equity, and the effect, if any, that such future issuances and sales will have on the market price of the Company’s securities. Any additional issuances of Shares or securities convertible into, or exercisable or exchangeable for, Shares may ultimately result in dilution to the holders of Shares, dilution in any future earnings per share of the Company and may have a material adverse effect upon the market price of the Shares.

The board of managers of the Joint Venture will have discretion regarding the use and allocation of funds to the development of the Soledad Project.

The board of managers and officers of the Joint Venture will have discretion concerning the use of the proceeds of the Joint Venture, as well as the timing of the application of the proceeds. As a result, shareholders will be relying on the judgment of the managers and officers of the Joint Venture for the application of the proceeds. Golden Queen understands that the intention of the board of managers and officers of the Joint Venture is to spend available funds on the work program described under “About the Soledad Mountain Project.” However, due to the nature of the mining industry and operations, budgets are regularly reviewed in light of the success of the expenditures, and the work program on the Soledad Project may not develop exactly as set out in this Proxy Statement. In addition, the ability of the Company to carry out operations will depend on the other Joint Venture participants. There may be circumstances where, for sound business reasons, a reallocation of funds or change in work program may be necessary.

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The Valuation and Fairness Opinion prepared by Maxit Capital is subject to certain assumptions, limitations and qualifications.

The Valuation and Fairness Opinion prepared by Maxit Capital, which support the consideration to be paid by Gauss for the interest in GQ California and concludes that the Joint Venture is fair, from a financial point of view, to the Company, was based on information provided to Maxit Capital by the Company, as well as certain other publicly available information. The Valuation and Fairness Opinion are subject to the assumptions, limitations and qualifications described in the summary of the Valuation and Fairness Opinion included in this Proxy Statement, and as a result, may not be a completely accurate analysis of the value of the interest in GQ Califorina to be acquired by Gauss.

The Clay Group owns a substantial interest in the Company and is represented on our board of directors and its committees, and thus may exert significant influence on our corporate affairs and actions, including those submitted to a shareholder vote.

The Clay Group currently owns approximately 27% of the Company’s Shares and will also own 32.5% of Gauss, which will own half of the Soledad Project. For so long as the Clay Group beneficially owns at least 25% of the Company, at least one of GQ Holdco’s representatives on the board of managers will be designated by Auvergne. Accordingly, the Clay Group has considerable influence on our corporate affairs and actions, including those submitted to a shareholder vote, and the development and operation of the Soledad Project. The interests of the Clay Group may be different from your interests.

If Gauss Holdings and Auvergne purchase a significant number of Shares pursuant to the Standby Commitment, they will have the ability to exert a significant degree of control over the Company.

If the Company undertakes a rights offering and not all of the rights are exercised by holders, and the Company exercises the right to have Gauss Holdings and Auvergne purchase Shares pursuant to the Standby Commitment, Gauss Holdings and Auvergne may acquire a significant number of Shares, which could result in Gauss Holdings and Auvergne holding a significant ownership stake in the Company. In addition, if Gauss Holdings and Auvergne are required to take up and pay for a large number of Shares pursuant to the Standby Commitment, the liquidity of the Shares may be negatively impacted.

Gauss Holdings’ and Auvergne’s agreement to purchase Shares pursuant to the Standby Commitment may be terminated under certain circumstances.

Gauss Holdings and Auvergne’s obligation to purchase Shares pursuant to the Standby Commitment at the election of the Company is subject to the satisfaction of certain conditions prior to the closing of a rights offering. If Gauss Holdings and Auvergne do not purchase the Shares pursuant to the Standby Commitment, any rights offering may not be fully subscribed and the anticipated proceeds of a rights offering may not be fully realized. The receipt of net proceeds from a rights offering in an amount less than the aggregate amount of funds to allow the Company to repay indebtedness and fund the Joint Venture would have a material adverse effect on the Company.

Board Term Limits

The Company has not adopted term limits for the directors on the Board or other mechanisms of board renewal because the Company believes that the imposition of term limits for its directors may lead to the exclusion of potentially valuable members of the Board. While there is a benefit to adding new perspectives to the Board from time to time, there are also benefits to having continuity and directors having in-depth knowledge of the Company’s business. The Company’s Nominating Committee considers, among other factors, skills, experience, and tenure when identifying potential director nominees.

Gender Diversity

The Company has not adopted a written policy relating to the identification and nomination of women directors and the Company has not adopted a target regarding the representation of women on the Board or in executive officer positions. The Company’s Nominating Committee identifies, evaluates and recommends candidates to become members of the Board with the goal of creating a Board that, as a whole, consists of individuals with various and relevant career experience, industry knowledge and experience, and financial and other specialized experience, while taking diversity into account. The consideration of the level of representation of women on the Board and in executive officer positions is one factor among many that plays a role in the Company’s Nominating Committee’s decision-making process.

As at the date hereof, there are no female directors on the Board and one (1) female executive officer (33% of the total executive officers) of 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, and a Nominating Committee. Each of the Audit Committee, Compensation Committee, and Nominating 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, each of whom is considered independent. 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 the Company’s website atwww.goldenqueen.com. During the fiscal year ended December 31, 2015, the Audit Committee held four (4) meetings, during which all audit committee members were present.

As part 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, 2015; (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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 30, 2016.

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 senior management and 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 Bernard Guarnera, Bryan A. Coates and Guy Le Bel, composed entirely of independent directors. The Board of Directors has adopted a written charter for the Compensation Committee. The Compensation Committee charter is available on the Company’s website atwww.goldenqueen.com. During the fiscal year ended December 31, 2015, the Compensation Committee two (2) meetings.

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, Bernard Guarnera and Guy Le Bel, composed entirely of independent directors. The Board of Directors has adopted a written charter for the Nominating Committee. The Nominating Committee charter is available on the Company’s website atwww.goldenqueen.com. The Nominating Committee does not have a policy with regards to the consideration of any director candidate recommend by shareholders of the Company and the Board is of the view that it is appropriate for the Company to not have such a policy at this time. During the fiscal year ended December 31, 2015, 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 held two (2) formal meetings. The Board adopted a written charter for the Technical Committee in May 2014. The Technical Committee has been disbanded given the Company’s transition to production.

AUDIT COMMITTEE

Pursuant to National Instrument 52-110Audit Committees of the Canadian Securities Administrators, the Company is required to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

The primary function of the audit committee (the “Committee”) is to assist the board of directors in fulfilling its financial oversight responsibilities by reviewing (a) the financial reports and other financial information provided by the Company to regulatory authorities and shareholders; (b) the systems for internal corporate controls which have been established by the Board and management; and (c) overseeing the Company’s financial reporting processes generally. In meeting these responsibilities the Committee monitors the financial reporting process and internal control system; reviews and appraises the work of external auditors and provides an avenue of communication between the external auditors, senior management and the company’s Board. The Committee is also mandated to review all material related party transactions.

The Audit Committee’s Charter

The Company has adopted an Audit Committee Charter, the text of which can be found on the Company’s website atwww.goldenqueen.com.

Composition of the Audit Committee

The Committee is comprised of Bryan A. Coates, Bernard Guarnera, and Guy Le Bel. All of the Audit Committee members are independent and considered to be financially literate in that each Committee member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

Bryan A. Coates currently serves as President of Osisko Gold Royalties since June 2014. Prior to that, he was the Vice President, Finance and Chief Financial Officer of Osisko Mining. He was responsible for all activities related to financing, financial reporting, marketing relating to the gold industry, risk management and government relations. Mr. Coates has more than 30 years of progressive experience within the international and Canadian mining industry. Mr. Coateshas an understanding of the accounting principles used by the Company to prepare its financial statements.

Bernard Guarnera has over 40 years of experience in the global mining industry and is currently President of Broadlands Mineral Advisory Services Ltd. Mr. Guarnera is a Director of the Board of Behre Dolbear Group Inc., a mining consulting firm founded in 1991. Mr. Guarnerahas an understanding of the accounting principles used by the Company to prepare its financial statements.

Guy Le Bel is a merger and acquisitions, and business development consultant to Canadian mining companies and has over 30 years of international experience in strategic and financial planning. He most recently served as Vice President Evaluations for Capstone Mining Corp. and is a Director of RedQuest Capital Corp. Mr. Le Bel has an understanding of the accounting principles used by the Company to prepare its financial statements.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4, 3.2, 3.3(2), 3.4, 3.5, 3.6, 3.8 or Part 8 of NI 52-110.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Company’s Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board, and where applicable the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

The fees for services provided by BDO Canada LLP to us in each of the fiscal years ended 2014 and 2015 were as follows:

COMPENSATION COMMITTEE

Composition of the Compensation Committee

The members of the Compensation Committee during the year ended December 31, 2015 were Bernard Guarnera who serves as the Committee’s Chairman, Bryan A. Coates, and Guy Le Bel.

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 and the Chief Financial 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.

The Compensation Committee has no formal process for determining appropriate base salary ranges. Currently the Company pays compensation in the form of a base salary to its Interim Chief Executive Officer and its Chief Financial Officer. The base salary to the Interim Chief Executive Officer was based on a proposal from the Chief Financial Officer, 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 was negotiated based on industry comparables and the Chief Financial Officer’s experience.

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 tradingcontribution 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 every (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, 2015 (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, 2015, and this Proxy Statement, we have:

Submitted by the Compensation Committee.

Bernard Guarnera, Chair

Bryan A. Coates, Member

Guy Le Bel, Member

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 the Company’s 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 Common Stock price performance.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policy regarding transactions with management and others

Pursuant to its written 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.

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 were unsecured and bore interest at 2% per annum, calculated on the outstanding principal balance, payable annually. The principal amounts of the notes were convertible into shares of the Company at a price of C$1.03 per share for a period of two years. The Company agreed to pay the Shareslegal fees incurred by the lenders relating to this instrument which amounted to $10,049. On July 24, 2015, the Company repaid its C$10.0 million ($7.7 million) convertible debenture and accrued interest of C$200,000 ($153,500).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 1, 2014, the Company entered into an agreement to secure a $10,000,000 loan (the “January 2014 Loan”). The January 2014 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 2014 Loan had a twelve-month term and an annual interest rate of 5%, payable on the maturity date.

The January 2014 Loan was repaid on a date that is 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 2014 Loan was repaid. The Company repaid $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 2014 Loan.

On December 31, 2014 the Company also entered into a new loan (the “December 2014 Loan”) with the same parties for an amount of $12,500,000. The December 2014 Loan was due on demand on July 1, 2015 and bore 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 financing 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 2014 Loan to extend the maturity to December 8, 2016 and increased 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 2014 Loan. The Company also incurred a financing 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 December 31, 2015, no accrual has been made for the potential costs related to the registration rights.

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.

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.

To the best of our knowledge, there are no legal actions pending, threatened or contemplated against the Company or GQM LLC, other than what is noted below.

The Center for Biodiversity Petition to List the Mohave 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 atwww.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 listing petition.  A public comment period on the petition commenced on April 10, 2015 for a period of 60 days. On September 9, 2015, the USFWS and the CBD entered into a Stipulated Settlement Agreement that established a 12 Month Finding date of April 11, 2016.

In November 2015, the Company, the USFWS, and the CBD entered into a Memorandum of Understanding under which the USFWS and the CBD agreed to defer the 12 Month Finding date to June 30, 2017, and the Company agreed not to disturb until June 30, 2017 certain points on Soledad Mountain where snails or snail shells had been identified. The Company, the USFWS, and the CBD have jointly selected a third party environmental consultant that will conduct a survey to better understand the snail’s range and distribution on Soledad Mountain before the USFWS prepares its 12 Month Finding. Surveying is anticipated to take place between the fall of 2016 and the spring of 2017.

The Project has received all necessary regulatory approvals.  The ongoing review by the USFWS does not affect the Project’s regulatory approvals or interfere with the Project’s operation. The November 2015 Memorandum of Understanding caused no material adjustments to the Project’s mine plan. The Company believes that conservation of the snail can be accomplished without material adjustments to the Project’s mine plan, but if the USFWS ultimately finds that the snail is ‘endangered’ or ‘threatened’ and no agreed conservation plan is established, material adjustments to the Project’s mine plan may be required.

National Labor Relations Board

The Company filed a charge with the National Labor Relations Board (the “NLRB”) against the Building and Construction Trades Council of Kern, Inyo, and Mono Counties (the “Union”) on May 23, 2014. The charge was in response to the action taken by the Union related to a 1997 project labor agreement (“PLA”) that the Company believes is not applicable to the Project and unenforceable under federal labor law.

The NLRB issued a Complaint against the Union and the matter was heard by Administrative Law Judge (“ALJ”) John McCarrick in June 2015. In December 2015 ALJ McCarrick issued his Decision finding that the PLA violates Section 8(e) of the National Labor Relations Act and is therefore unenforceable. The Union is in the process of appealing that Decision to the NLRB in Washington, D.C.

Complaint on Alleged Short-swing Trading Profits

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. The Company and the Plaintiff have entered into an agreement to settle the claims. Under the agreement, the Company will agree to adopt certain changes to its existing Section 16 policies and procedures and pay legal fees of $185,000 to Plaintiff’s counsel. A Motion to Dismiss with prejudice the action has been filed. Clay and the Company have, and continue to, expressly deny that either or both have committed any act or omission giving rise to any liability and/or violation of law.

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 $345,572, including the $185,000 in legal fees paid to the plaintiff’s counsel.

SHAREHOLDER COMMUNICATIONS

Shareholders who are interested in communicating directly with members of the Board, or the Board as a group, may do so by writing directly to the individual Board member or the Board generally care of the Corporate Secretary, GOLDEN QUEEN MINING CO. LTD., Suite 2300 – 1066 West Hastings Street, Vancouver, British Columbia, Canada, V6E 3X2. The Company’s Secretary will forward communications directly to the appropriate Board member. If the correspondence is not addressed to a particular Board member, the communication will be forwarded to a Board member to bring to the attention of the Board. The Company’s Secretary will review all communications prior to forwarding them to the appropriate Board member. The Board has requested that items unrelated to the duties and responsibilities of the Board, such as junk mail and mass mailings, business solicitations, advertisements and other commercial communications, surveys and questionnaires and resumes or other job inquiries, not be forwarded.

SHAREHOLDER PROPOSALS

Pursuant to the rules of the Securities Exchange Act, shareholder proposals intended to be considered for inclusion in the Proxy Statement and proxy card for the 2017 Meeting of Shareholders of the Company, and to be included in the Company’s proxy materials for the proxy materials for the 2017 annual meeting of the Shareholders of the Company, must be received by the Corporate Secretary of Golden Queen by December 1, 2016, 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.

OTHER BUSINESS

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the person named in the proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the Company’s website atwww.goldenqueen.com, on SEDAR atwww.sedar.com and on EDGAR atwww.sec.gov. The Company will furnish to Shareholders, free of charge, a hard copy of the Company’s financial statements and management’s discussion and analysis and/or a hard copy of the Company’s Annual Report on Form 10K for the fiscal year ended December 31, 2015 upon request by (i) mail to: 2300 – 1066 West Hastings Street, Vancouver, BC V6E 3X2 or (ii) telephone to: (778) 373-1557 or (iii) email to:info@goldenqueen.com. Financial information is provided in the Company’s annual financial statements and management’s discussion and analysis for its most recently completed fiscal year.

OTHER MATERIAL FACTS

There are no other material facts to the knowledge of the Board relating to the matters for which this Circular is issued which are not disclosed herein.

CERTIFICATE

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. The contents and the sending of this Circular have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS THIS22^ND DAY OF APRIL 2016.

APPENDIX “A”

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

0-21777

(Commission File Number)

GOLDEN QUEEN MINING CO. LTD.

(Name of registrant in its charter)

Issuer’s telephone number:(778) 373-1557

Securities registered under Section 12(b) of the Exchange Act:None

Securities registered under section 12(g) of the Exchange Act:Common shares without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ Nox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer¨ Accelerated filer¨ Non-accelerated filerx Smaller reporting company¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $49,157,488 as at June 30, 2015.

Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: 99,928,683 common shares as at March 30, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K, which Proxy Statement is to be filed within 120 days after the end of the registrant's fiscal year ended December 31, 2015. If the definitive Proxy Statement cannot be filed on or before the 120 day period, the issuer may instead file an amendment to this Form 10-K disclosing the information with respect to Items 10 through 14.

Form 10-K

Table of Contents

References to the “Company”, “Golden Queen”, “we”, “us”, “our” and words of similar meaning refer to Golden Queen Mining Co. Ltd. The U.S. dollar (“$") is used in this Form 10-K and quantities are reported in Imperial units with Metric units in brackets.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-K and the documents incorporated by reference herein constitute forward-looking information and forward-looking statements within the meaning section 27A of the Securities Act of 1933 (as amended), section 21E of the Securities Exchange Act of 1934 (as amended), the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation (collectively “forward-looking statements”). The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “projected”, “propose”, “should”, “believe”, “intend”, “subject to” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. Such forward-looking statements included in this Form 10-K and the documents incorporated herein by reference should not be unduly relied upon. References in this Form 10-K are to December 31, 2015, unless another date is stated, or in the case of documents incorporated herein by reference, are as of the dates of such documents.

In particular, this Form 10-K and the documents incorporated herein by reference contain forward-looking statements pertaining to the following:

With respect to forward-looking statements contained in this Form 10-K and the documents incorporated by reference herein, assumptions have been made regarding, among other things:

Actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this Form 10-K and in the documents incorporated by reference:

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this Form 10-K and documents incorporated by reference herein are expressly qualified by this cautionary statement. Except as required under applicable securities laws, the Company does not undertake or assume any obligation to publicly update or revise any forward-looking statements.

CAUTIONARY NOTE REGARDING U.S. INVESTORS

The Company uses Canadian Institute of Mining, Metallurgy and Petroleum definitions for the terms “proven reserves”, “probable reserves”, “measured resources”, “indicated resources” and “inferred resources”. U.S. investors are cautioned that while these terms are recognized and required by Canadian regulations, including National Instrument 43-101Standards of Disclosure for Mineral Projects (“NI 43-101”), the U.S. Securities and Exchange Commission (“SEC”) does not recognize them.

Canadian mining disclosure standards, including NI 43-101, differ significantly from the requirements of the SEC and SEC Guide 7, and reserve and resource information contained or incorporated by reference in this Form 10-K and in the documents incorporated by reference herein may not be comparable to similar information disclosed by companies reporting under U.S. standards. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserve”. Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of pre-feasibility or feasibility studies. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource estimate is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves in compliance with NI 43-101 may not qualify as “reserves” under SEC standards.

Accordingly, information contained in this Form 10-K and the documents incorporated herein by reference contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder. SeeItem 1A. Risk Factors.

In addition, financial information in this Form 10-K and the Company’s financial statements is presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Company’s financial statements have been prepared in accordance with U.S. GAAP, and are subject to Public Company Accounting Oversight Board (United States), (“PCAOB”). The Company prepares its financial statements in U.S. dollars.

GLOSSARY OF MINING TERMS

We estimate and report our resources and we will estimate and report our reserves according to the definitions set forth in NI 43-101. We will modify and reconcile the reserves as appropriate to conform to SEC Industry Guide 7 for reporting in the U.S. The definitions for each reporting standard are presented below with supplementary explanation and descriptions of the parallels and differences.

NI 43-101 Definitions

indicated mineral resource – an indicated mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be established with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

inferred mineral resource– an inferred mineral resource is a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

mineral reserve –a mineral reserve is economically mineable part of an indicated or measured mineral resource as demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, metallurgy, processing, economic factors and other relevant factors that demonstrate, at the time of reporting, that economic exploitation can be justified. A mineral reserve includes diluting materials and allowance for losses that may occur when the material is mined. Mineral reserves are sub-divided in order of increasing confidence into probable and proven categories.

mineral resource – a mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic exploitation. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories.

Qualified Person –a qualified person is an individual who (a) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; (b) has at least five years of experience in mineral exploration, mine development or operation, or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice; (c) has experience relevant to the subject matter of the mineral project and the technical report; (d) is in good standing with a professional association; and (e) in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and (ii) requires A. a favourable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or B. a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining.

SEC Industry Guide 7 Definitions:

exploration stage – an exploration stage prospect is one which is not in either the development or production stage.

development stage – a development stage project is one which is undergoing preparation of an established commercially mineable deposit for its extraction but which is not yet in production. This stage occurs after completion of a feasibility study.

mineralized material – mineralized material is material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.

production stage – a production stage project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.

reserve – a reserve is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tonnes and grade to include diluting materials and allowances for losses that might occur when the material is mined.

Additional definitions for terms currently haveor previously used in the Company’s Annual Reports filed on Form 10-K:

Advance minimum royalty - Payment made before the start of commercial production under a mining lease agreement with landholders.

Ag –The chemical symbol for silver.

Au –The chemical symbol for gold.

Block model – The representation of geologic units using three-dimensional blocks of pre-determined sizes.

CIM – Canadian Institute of Mining, Metallurgy and Petroleum.

Cut-off grade – When determining economically viable mineral reserves, the lowest grade of mineralized material that qualifies as ore, i.e. that can be mined at a profit.

Diamond drill – A type of rotary drill in which the cutting is done by abrasion rather than by percussion. The drill cuts a core of rock which is recovered in long cylindrical sections.

Fault- A fracture in the earth’s crust caused by tectonic forces with displacement along the fracture.

Feasibility study – A study or group of studies that determine the economic viability of a given mineral occurrence.

g/t or gpt – Grams per metric tonne.

Grade –A term used to assign metal value to resources and reserves, such as gram per tonne (g/t) or troy ounces per ton (oz/ton). Grades are reported both in Imperial and Metric units in this Form 10-K.

Gravity– A methodology using instrumentation allowing the accurate measuring of the difference between densities of various geological units in situ.

Heap leaching –A process which uses dilute sodium-cyanide solutions to percolate through run-of-mine or crushed ore heaped on lined pad to dissolve gold and/or silver.

Mineral–Anaturallyformed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form.

Mineralization – A natural occurrence in rocks or soil of one or more metal yielding minerals.

Mineral deposit –A mineralized body, which has been intersected by a sufficient cashnumber of drill holes or alternate sourcesby underground workings to give an estimate of financing availablegrade(s) of metal(s) and thus to repaywarrant further exploration or development. A mineral deposit does not qualify as a commercially viable mineral deposit with reserves under standards set by the U.S. Securities and Exchange Commission until a final, comprehensive, economic, technical and legal feasibility study has been completed.

Mining – The process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.

National Instrument 43-101 orNI 43-101 – Canadian standards of disclosure for mineral projects.

NSR – A net smelter returns royalty, which is customarily calculated by subtracting from gross revenues a deduction for calculated mill recoveries, transport costs of any concentrates to a smelter, treatment and refining charges, and other deductions at the smelter and multiplying that result by the prescribed rate.

Open pit – Surface mining in which the ore is extracted from a pit or quarry, the geometry of the pit may vary with the characteristics of the ore body.

Ore -A natural aggregate of one or more minerals which, at a specified time and place, may be mined and processed and the product(s) sold at a profit or from which some part may be profitably separated.

Preliminary feasibility study and pre-feasibility study – As defined in NI 43-101, each mean a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established and an effective method of mineral processing has been determined, and includes a financial analysis based on reasonable assumptions of technical, engineering, legal, operating, economic, social, and environmental factors and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of a mineral resource may be classified as a mineral reserve.

Porphyry or porphyritic– An igneous rock characterized by visible crystals in a fine–grained matrix.

Quartz – a mineral composed of silicon dioxide, SiO2 (silica).

Reclamation – The process by which lands disturbed as a result of mining activity are modified to support beneficial land use.Reclamation activity may include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings storage facilities, leach pads and other mine features, and contouring, covering and re-vegetation of waste rock and other disturbed areas.

SEC Industry Guide 7 – U.S. reporting guidelines that apply to registrants engaged or to be engaged in significant mining operations.

Strike – The direction, or bearing from true north, of a vein or rock formation measured on a horizontal surface.

Vein – a thin, sheet like crosscutting body of hydrothermal mineralization, principally quartz.