The Transaction does not constitute a change of control for the purposes of Golden Queen’s stock option plan.

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 April 18, 20183, 2019 (the “Record Date”“Record Date”) there were 300,101,441 shares of our common stock (the “Common Stock”),Shares issued and outstanding, each shareShare carrying the right to one vote. As of March 22, 2019, there were 294 Shareholders of record consisting of 201 Registered Shareholders and 93 broker-dealers who hold Shares on behalf of Beneficial Shareholders. Only shareholdersShareholders 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, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 5% of the outstanding Common Stock as of April 18, 2018,voting rights attached to the outstanding Shares, except as describedindicated below:

To the knowledge of the directors and executive officers of the Company, the directors and executive officers of the Company beneficially own the following Shares of the Company:

PRIOR SALES

The following table sets forth, for the twelve month period prior to the date of the Share Purchase Agreement, the prior sales of Shares and debt convertible into Shares, excluding Shares sold pursuant to the exercise of employee stock options, warrants or conversion rights:

DIVIDEND RECORD AND POLICY

Golden Queen 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.

TRADING PRICE AND VOLUME

The Shares are quoted on the OTCQX Best Market under the symbol GQMNF. The following table sets forth the price range and volume of shares as reported by the OTCQX Best Market for the periods indicated.

On January 7, 2019, the trading date immediately preceding the announcement that Golden Queen had received a proposal letter regarding the Transaction, the closing price for the Shares on the OTCQX Best Market was US$0.094 per Share.

The Shares are listed on the TSX under the symbol GQM. The following table sets forth the price range and volume of Shares as reported by the TSX for the periods indicated.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

On January 7, 2019, the trading date immediately preceding the announcement that Golden Queen had received a proposal letter regarding the Transaction, the closing price for the Shares on the TSX was C$0.135 per Share.

Except as disclosed herein, no Person has any material interest, direct or indirect, by wayFollowing the Transaction, the Shares will be delisted from the TSX. The Company intends to apply to list the Shares on the NEX Board of beneficial ownership of securities or otherwise, in mattersthe TSX Venture Exchange. In addition, Golden Queen expects its quotation on the OTCQX Best Market 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 beenmoved to a director, senior officer or insiderlower tier service 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).OTC Markets Group Inc.

MATTERS TO BE ACTED UPON AT THE MEETING

PROPOSAL 1: SALE OF THE SOLEDAD MOUNTAIN PROJECT

This section of the Proxy Statement describes the proposed Transaction. Although we believe that the description in this section covers the material terms of the Transaction, this summary may not contain all of the information that is important to you. You should carefully read the entire Proxy Statement for a more complete understanding of the proposed Transaction. The full text of the Share Purchase Agreement may be viewed on EDGAR at www.sec.gov and SEDAR at www.sedar.com under the filings made by Golden Queen. Shareholders may also request a copy of the Share Purchase Agreement from Golden Queen free of charge. See the section of this Proxy Statement entitled “Additional Information”.

Golden Queen has agreed to sell 100% of the shares of GQM US to the Purchasers, which include Thomas M. Clay and certain members of the Clay family and associated entities, under the terms of the Share Purchase Agreement dated February 7, 2019, a copy of which was filed by Golden Queen as Exhibit 10.1 to Form 8-K on EDGAR and as a material contract on SEDAR on February 11, 2019. GQM US currently holds a 50% interest in GQM LLC, the owner of a 100% interest in the Soledad Mountain Project. The interest of GQM US in GQM LLC is subject to potential dilution as a result of warrants of GQM LLC held by Gauss LLC, which warrants are described below under “Background to the Transaction”.

The Soledad Mountain Project is a gold-silver mine located approximately 5 miles south of the town of Mojave in Kern County, California. The Soledad Mountain Project uses conventional open pit mining methods and the cyanide heap leach and Merrill-Crowe processes to recover gold and silver from crushed, agglomerated ore. The Soledad Mountain Project is Golden Queen’s primary asset, and its sale represents the sale of all or substantially all of Golden Queen’s assets.

The following chart depicts the current corporate structure of Golden Queen, including its material subsidiaries and ownership of the Soledad Mountain Project, as well as Golden Queen’s joint venture partner in the Soledad Mountain Project. Following completion of the proposed Transaction, Golden Queen would have no subsidiaries.

Golden Queen’s principal executive offices are located at #2300 – 1066 West Hastings Street, Vancouver, B.C., V6E 3X2, and its primary telephone number is 1-778-373-1557. The Purchaser’s principal executive offices are located at #300 – 70 Main Street, Peterborough, NH, 03458, and its primary telephone number is 1-603-371-9032.

Background to the Transaction

Despite the extensive efforts of our management and the Board, operations at the Soledad Mountain Project have not generated sufficient free cash flow to award dividends to Golden Queen and may require significant additional cash to continue. Golden Queen has been unable to attract sufficient capital to fund its own operations and GQM LLC, other than through loans and investment from members of the Clay family and associated entities (the “Clay Group”). Payments due under such loans have been extended but are coming due in the near future.

Members of the Clay Group have been involved with Golden Queen for many years. Thomas M. Clay was a director of Golden Queen since January 2009, Chairman of the Board since May 2013 and Chief Executive Officer since August 2015, and resigned prior to the signing of the Share Purchase Agreement. Members of the Clay Group have made significant investments in, and provided multiple loans to, Golden Queen in the past. In addition, 50% of GQM LLC is owned by Gauss LLC. 75.46% of Gauss LLC is owned by Gauss Holdings LLC (wholly-owned by Jefferies Financial Group), and the remaining 24.54% is owned by Auvergne LLC, an investment entity of the Clay Group.

Recent financing by members of the Clay Group included the Second Amended and Restated Term Loan Agreement dated as of November 21, 2016, as amended (the “GQM Loan”). The GQM Loan for was a principal amount of US$31 million, due on May 21, 2019 with an annual interest rate of 8%, payable quarterly. In connection with the GQM Loan, Golden Queen issued 8,000,000 common share purchase warrants exercisable for a period of five years expiring November 21, 2021. In November 2017, Golden Queen and the Clay Group agreed to amend the GQM Loan by reducing the 2018 quarterly and 2019 first quarter principal payments from US$2.5 million to US$1 million, adding the reduction of such payments pro-rata to the remaining 2019 payments, and increasing the annual interest rate from 8% to 10% effective January 1, 2018. A payment of US$1.7 million under the GQM Loan was due on January 1, 2019 but was extended to February 1, 2019 and then further extended to February 8, 2019 to allow Golden Queen to avoid making any payments in the context of the eventual Transaction. Any payments under the GQM Loan have been further waived and postponed until after the Meeting in exchange for a fee of US$0.2 million with such fee to be added to the outstanding balance under the GQM Loan such that Golden Queen will make no further payments under the GQM Loan if the Shareholders approve the Transaction at the Meeting and all other conditions to closing as set forth in the Share Purchase Agreement are met.

In February 2018, Golden Queen completed a rights offering, which was backstopped by members of the Clay Group. The total number of Shares issued by Golden Queen under the rights offering was 188,952,761, for gross proceeds of approximately US$25 million. A total of 123,485,369 Shares, being 65.4% of the Shares issued in connection with the rights offering, were acquired by members of the Clay Group.

The Clay Group has also provided loans to GQM LLC, through Gauss LLC, to fund operation and development of the Soledad Mountain Project. In October 2018, GQM LLC entered into an agreement with Gauss Holdings LLC and Auvergne LLC (the “Lenders”) whereby the Lenders extended a revolving credit loan facility to GQM LLC (the “Facility”) in the amount of US$20 million. Under the terms of the agreement, the maturity date of the Facility is March 31, 2020 and the annual interest rate on drawn amounts is 8%. GQM LLC has made an initial US$5 million draw on the Facility. In connection with the Facility, the Lenders were issued 21,486 warrants (the “GQM LLC Warrants”), with each warrant entitling the holder to purchase a unit of GQM LLC for a period of five years at an exercise price of $475.384 per unit. The GQM LLC Warrants represent a fully-diluted 7.5% interest in the equity of GQM LLC. If the GQM LLC warrants are exercised, Golden Queen’s interest in GQM LLC will be diluted to 46.25% from the current 50%. The Facility is secured by a pledge of Golden Queen’s equity interest in GQM LLC.

The Board has from time to time separately engaged with the management of the Company in reviews and discussions of potential strategic alternatives for the Company, and has constantly been considering ways to enhance its performance and prospects. These reviews and discussions have focused on, among other things, the business environment facing the industry generally and the Company and its current and future liabilities in particular. These reviews have also included periodic discussions with respect to potential transactions that would further its strategic objectives and enhance shareholder value, and the potential benefits and risks of those transactions. The Company has been working with Maxit Capital LP (“Maxit”), a financial advisory boutique specializing in mergers and acquisitions in the mining sector, since 2011. Maxit’s role has included to explore possible transactions to generate value for the Company, including merger and acquisition opportunities, strategic investors, and sourcing third party debt for the Company.

During the period between September 2018 and January 4, 2019, Thomas M. Clay first engaged in discussions with the Board and the management of the Company regarding the existing indebtedness of the Company to the Clay Group and the impending debt payment deadlines under the GQM Loan. Mr. Clay informed the Board and the management of the Company that the Clay Group and its related entities would no longer extend the GQM Loan or provide further financing to the Company.

On January 4, 2019, Mr. Clay on behalf of the Purchasers, delivered a preliminary, non-binding proposal letter (the “Non-Binding Term Sheet”) to the Company detailing a proposal to acquire all of the Company’s interests in GQM LLC for a purchase price consisting mainly of the extinguishment of all indebtedness owing to the Purchasers under the GQM Loan, the surrender of all Shares, warrants and options of the Company held by the Purchasers for cancellation and a cash payment of $3 million. The Non-Binding Term Sheet also included a 30-day go-shop period among other terms. The Non-Binding Term Sheet was subsequently filed on EDGAR on January 7, 2019 and a corresponding news release and early warning report were filed on SEDAR on January 7, 2019 by the Purchasers.

On January 11, 2019, the Board formed the Special Committee along with a special committee mandate and appointed Paul Blythe, Bryan Coates and Bernard Guarnera, all being independent directors of the Company, and retained independent legal counsel to advise the Company and the Special Committee of its rights and obligations in connection with the Non-Binding Term Sheet.

Following the initial meeting the Special Committee outlined a counter proposal to the Purchasers providing for a significant increase in the cash component of the purchase price as well as a number of other provisions for the benefit of the Company post-transaction. At the same time, the Special Committee directed management of the Company to engage with Maxit on specific steps to be taken to identify alternatives to the proposal from the Purchasers and alternative avenues of financing that could be pursued to replace the indebtedness held by the Purchasers. The Purchasers rejected the Company’s counter proposal, but discussions continued between representatives of the two groups. Over the course of the following four weeks, the Special Committee met a total of 7 times.

During the course of the Special Committee meetings, Mr. Blythe was appointed chair of the committee and the members discussed all available alternatives and the results of the ongoing discussions between the Company and the Purchasers. Independent legal counsel was asked to advise on the legal considerations relevant to the discussions with input from regular company counsel as well as US counsel to the Company. The Special Committee received advice on the avenues available to the Company if it were to pursue a proceeding under either Canadian or US insolvency protections in order to secure further time to identify alternative transactions. During this period of time, Maxit worked with the Company to reach out to entities that had historically shown interest in transacting with the Company, and fielded numerous inbound inquiries from parties that had become aware of the public announcement of the proposal from the Purchasers. During this period contact was made with over 30 parties by the Company or its advisors. In parallel to these discussions, the Company retained EY on January 18, 2019 to begin work in support of an eventual Formal Valuation and Fairness Opinion in the event that an alternative transaction was not identified.

On January 30, 2019, the Special Committee met with Canadian and US legal counsel to the Company, independent counsel to the Special Committee, Maxit and EY to review the status of negotiations with the Purchasers, to receive an update on Maxit’s work to identify alternatives to the proposal from the Purchasers and to hear EY’s Preliminary Valuation and Fairness Opinion. At the conclusion of this discussion the Special Committee determined that a formal proposal to the Purchasers should be made. The formal proposal was delivered to counsel to the Purchasers and was not accepted, as a result of which discussions continued for several more days until on February 5 an agreement was reached on the material terms of the transaction to be pursued including a longer go shop period, a lower break fee payable by the Company in the event of a Superior Proposal 1: Electionduring the go shop period, the addition of the contingent payment and an increase in the cash component payable to the Company by the Purchasers. The agreed upon material terms were reflected in a final letter of intent (the “Final Letter of Intent”).

Mr. Clay resigned as Golden Queen’s Chief Executive Officer and from the board of directors and all managerial positions with Golden Queen, Golden Queen Mining Canada Ltd. (“GQM Canada”) and GQM US, as applicable, prior to entering into the Share Purchase Agreement. As such, the members of the Special Committee constituted all of the directors of the Company and the recommendation and approval of the members of the Special Committee represented the recommendation and approval of the Board.

Having undertaken a thorough review of, and carefully considered, information concerning the Transaction and the Preliminary Valuation and Fairness Opinion from EY and after consulting with its financial and legal advisors, the Special Committee unanimously determined that the Transaction is advisable and is in the best interests of, the Company, and adopted and declared advisable the Transaction, authorized the entering into of the Final Letter of Intent and the Share Purchase Agreement to be settled based on the Final Letter of Intent, and recommended that the Shareholders vote FOR the Transaction Resolution.

On February 5, 2019, the Final Letter of Intent was filed on EDGAR and a corresponding news release was disseminated on the same day.

Through and until February 7, 2019, the Company, the Purchasers and their legal counsels worked to finalize the Share Purchase Agreement and related documents based on the Final Letter of Intent. The Share Purchase Agreement was executed by the Purchasers and the Company later that day and a news release relating thereto was disseminated.

Following execution of the Share Purchase Agreement, the Company worked with Maxit to ensure that all interested parties that could be considered alternatives to the Transaction were again contacted and made aware of the specific terms of the transaction. Paul Blythe, as chair of the Special Committee met weekly with management and Maxit to monitor progress and provide input.

On April 5, 2019, EY delivered the Formal Valuation and Fairness Opinion to the Special Committee confirming the Preliminary Valuation and Fairness Opinion. EY opined in its Formal Valuation and Fairness Opinion that the proposed Transaction is fair from a financial point of view to the existing Shareholders, other than the Purchasers, subject to the assumptions and limitations set forth therein and the EY valuation opinion that the per share value of the Shares is between C$0.03 and C$0.06 before the proposed Transaction is effected and C$0.05 after the proposed Transaction is effected (before considering any costs of the proposed Transaction and any other assets (such as cash) remaining in Golden Queen).

Terms of the Transaction

Pursuant to the Share Purchase Agreement, the Company has agreed to sell to the Purchasers all of the issued and outstanding common shares of GQM US (the “GQM US Shares”), a corporation existing under the laws of the State of California, which owns 50% of the outstanding units of GQM LLC, a limited liability company existing under the laws of the State of California, which owns a 100% interest in the Soledad Mountain Project. GQM US is an indirect, wholly owned subsidiary of the Company through GQM Canada.

The description of the Share Purchase Agreement is qualified in its entirety by the description set forth in the Form 8-K

filed on EDGAR by Golden Queen on February 11, 2019 and a copy of the Share Purchase Agreement attached as Exhibit 10.1 thereto. The Share Purchase Agreement was also filed on SEDAR along with a material change report on

February 11, 2019.

The Purchasers include the following:

The aggregate purchase price payable by the Purchasers to Golden Queen for the GQM US Shares (collectively, the “Consideration”) will be as follows:

The Consideration payable by the Purchasers totals approximately US$37,200,000, calculated as at February 7, 2019. See Schedules A, B, C and D of the Share Purchase Agreement for a break down and additional detail regarding the calculation of the Consideration. The Purchasers shall acquire only the GQM US Shares and not any other assets of Golden Queen or any subsidiary and shall not assume or be liable for any debt or other liabilities of Golden Queen or any subsidiary of Golden Queen (except for the GQM Loan).

The Share Purchase Agreement provides for an additional payment to be made to Golden Queen in certain circumstances. If at any time prior to June 30, 2020, (a) the Purchasers sell, transfer or assign the GQM US Shares; (b) GQM US sells, transfers or assigns its 50% ownership interest in GQM LLC; or (c) GQM LLC sells, transfers or assigns its interest in the Soledad Mountain Project, for net proceeds greater than US$55,000,000 (subject to adjustment in certain circumstances) then the Purchasers may be required to make a payment to the Company (the “Contingent Payment”). The Contingent Payment will be an amount equal to 20% of such excess proceeds, calculated in accordance with Schedule E of the Share Purchase Agreement. No Contingent Payment will be due as a result of any transaction among members of the Purchasers or their affiliates or as a result of any internal reorganization of the Purchasers or their affiliates.

The Share Purchase Agreement also includes a “go shop” right (the “Go-Shop Right”), which provides that, during the period from February 7, 2019 until April 1, 2019 (the “Go-Shop Period”) Golden Queen was entitled to actively solicit proposals or participate in discussions or negotiations with third parties with respect to an offer to acquire or purchase all of the Shares or substantially all of the assets of Golden Queen, GQM Canada or GQM US (an “Acquisition Proposal”) which the Board could reasonably determine, after consultation with outside financial and legal advisors, would result in a transaction that was more favorable, from a financial point of view, to the Shareholders than the terms of the Share Purchase Agreement (a “Superior Proposal”). Before Golden Queen could accept an Acquisition Proposal, certain requirements must have been met, including but not limited to: (i) the Board determining that the Acquisition Proposal constituted a Superior Proposal; (ii) Golden Queen providing the Purchasers with notice and all documentation concerning the Superior Proposal; and (iii) Golden Queen terminating the Share Purchase Agreement and paying the Purchasers a termination fee of US$1,000,000. The Go-Shop Right provided the Purchasers the right, but not the obligation, to amend the terms of the Share Purchase Agreement, including to increase the Consideration, in response to an Acquisition Proposal, and if the Purchasers’ amendments resulted in the Acquisition Proposal no longer being a Superior Proposal to the Share Purchase Agreement, Golden Queen would be obliged to enter into the amended Share Purchase Agreement with the Purchasers.

Upon the expiry of the Go-Shop Period, Golden Queen or any of its representatives or shareholders are prohibited from soliciting alternative offers or engaging in discussions or negotiations with respect to or in connection with any possible sale of GQM US, GQM Canada or GQM US’s indirect ownership of the Soledad Mountain Project (an “Alternative Transaction”). Golden Queen is to immediately provide written notice to the Purchasers of receipt of any proposal for an Alternative Transaction or any requests for information or access to the properties, books or records relating to Golden Queen, GQM US, GQM Canada or the Soledad Mountain Project by a person who has informed Golden Queen that such person is considering making, or has made, a proposal for an Alternative Transaction.

The Share Purchase Agreement also includes customary representations and warranties of both Golden Queen and the Purchasers. Golden Queen provides covenants under the Share Purchase Agreement in respect of the conduct of GQM US, primarily that during the interim period, Golden Queen will cause GQM US to operate its business in the ordinary course of business in compliance with applicable law and consistent with past practice.

The obligation to complete the Transaction is subject to the satisfaction of certain conditions, including the following:

The Share Purchase Agreement may be terminated in the following circumstances on or prior to the closing date: (i) by the mutual written agreement of Golden Queen and the Purchasers; (ii) by either Golden Queen or the Purchasers if any closing conditions specified in the Share Purchase Agreement are not satisfied by closing; (iii) by Golden Queen upon accepting an Acquisition Proposal and paying the Purchasers a $1,000,000 termination fee, in accordance with the Go-Shop Right; (iv) and by either Golden Queen or the Purchasers if closing has not occurred before the outside date specified in the Share Purchase Agreement, or such later date as mutually agreed upon between the parties. With regard to the condition to closing to obtain the Withholding Certificate, the Share Purchase Agreement provides that, at or before the time of closing, if approval of the Shareholders of the Transaction Resolution has been obtained but Golden Queen has not received the Withholding Certificate from the IRS and Golden Queen does not foresee any unreasonable cause for further delay of receipt of the Withholding Certificate, then the Purchasers and Golden Queen will agree to extend the outside date specified in the Share Purchase Agreement and delay closing to a reasonable date to allow time for receipt of such Withholding Certificate.

The Company has received conditional approval of the Transaction from 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 Transaction will receive final approval from the TSX.

The Transaction, if approved by the Shareholders and if all other conditions to closing and actions to be taken at closing set forth in the Share Purchase Agreement are met, completed or where applicable, waived, is expected to close on or before May 21, 2019.

Shareholders are advised to consult the full text of the Share Purchase Agreement, which may be viewed on EDGAR at www.sec.gov and SEDAR at www.sedar.com under the filings made by Golden Queen.

Effect of the Transaction

If the Transaction is completed, we will no longer have a mining property. Golden Queen will have no material assets and no active business, but intends to restructure its affairs and pursue new business opportunities. If the Transaction is completed, we anticipate recording a material impairment charge in relation to our investment in the Soledad Mountain Project. Golden Queen does not intend to liquidate following the Transaction. We will remain a reporting issuer in the Provinces of British Columbia, Alberta, Ontario, Quebec and the United States. We intend to apply to list on the NEX board of the TSX Venture Exchange and expect our quotation on the OTCQX Best Market to be moved to a lower tier service of the OTC Markets Group Inc.

The Board will evaluate alternatives for the use of the cash proceeds to be received at closing, which alternatives are expected to include using a portion of the proceeds to pursue strategic opportunities, including, without limitation, acquisition of another mining property, and to pay transaction and other expenses. The amounts and timing of our actual expenditures, however, will depend upon numerous factors, and we may find it necessary or advisable to use portions of the proceeds from the Transaction for different or presently non-contemplated purposes.

The Transaction will not alter the rights, privileges or nature of the issued and outstanding Shares. A Shareholder, other than the Purchasers, who holds Shares immediately prior to the closing of the Transaction, will continue to hold the same number of Shares immediately following the closing, however the number of Shares may subsequently be adjusted if Golden Queen completes the Consolidation. See “Matters to be Acted Upon at the Meeting – Proposal 2: Share Consolidation” in this Proxy Statement.

Reasons for the Transaction

The Special Committee and Board carefully considered all aspects of the Transaction, and received advice from Maxit, EY, and legal counsel. The Special Committee evaluated strategic alternatives, reviewed and reported on proposed transactions and carried out negotiations in good faith on behalf of the Company with regards to the proposed sale of GQM US. In recommending the Transaction, the Special Committee and the Board considered and evaluated a number of factors, including:

The Special Committee and the Board also considered a variety of risk factors concerning the Transaction, including, but not limited to:

The foregoing summary of the information and factors considered by the Special Committee and the Board is not intended to be exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of the Transaction, the Special Committee and the Board did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weighting to each specific factor considered in reaching its conclusions and recommendations. The Special Committee’s and the Board's recommendations were made after considering all of the above-noted factors, in light of the Special Committee’s and Board's knowledge of the business, financial condition and prospects of Golden Queen.

Recommendation of the Special Committee

After careful consideration, and taking into account the Preliminary Valuation and Fairness Opinion, consultation with its financial and legal advisors, and such matters as it considered relevant (as described above under “Reasons for the Transaction”) the Special Committee unanimously determined that the Transaction, as proposed in the Share Purchase Agreement, is in the best interests of Golden Queen and recommended the Board approve the Transaction, and recommend that Shareholders vote for the Transaction Resolution.

Recommendation of the Board

The Board received the recommendation of the Special Committee, and took into account the Preliminary Valuation and Fairness Opinion, consultation with its financial and legal advisors, as well as such matters as it considered relevant (as described above under “Reasons for the Transaction”) the Board determined that the Transaction, as proposed in the Share Purchase Agreement, is in the best interests of Golden Queen and approved the entering into of the Share Purchase Agreement.The Board recommends that Shareholders vote FOR the Transaction Resolution.

The full Board was present at the meeting at which the Share Purchase Agreement was approved, and the Board was unanimous in its recommendations. Prior to the execution of the Share Purchase Agreement, Mr. Thomas M. Clay resigned as Chairman of the Board and as Golden Queen’s Chief Executive Officer and from the board of directors and all managerial positions with Golden Queen, GQM Canada and GQM US, as applicable.

Formal Valuation and Fairness Opinion

The Special Committee engaged EY, determined by the Special Committee to be qualified and independent, to prepare and deliver the Formal Valuation and Fairness Opinion with respect to the Transaction. Prior to Golden Queen entering into the Share Purchase Agreement, EY provided the Special Committee with the Preliminary Valuation and Fairness Opinion, which was subsequently confirmed in writing in the Formal Valuation and Fairness Opinion dated April 5, 2019. EY is to be paid a fixed fee not contingent on the completion of the proposed Transaction or the conclusions expressed in the Formal Valuation and Fairness Opinion.

A summary of the Formal Valuation and Fairness Opinion is included below. The full Formal Valuation and Fairness Opinion will be filed on EDGAR at www.sec.gov and SEDAR at www.sedar.com under the filings made by Golden Queen on or about April 15, 2019. The Formal Valuation and Fairness Opinion will be available for inspection at the corporate offices of Golden Queen during regular business hours. Shareholders may also request a copy of the Formal Valuation and Fairness Opinion from Golden Queen free of charge. See the section of this Proxy Statement entitled “Additional Information”. Shareholders are urged to read the Formal Valuation and Fairness Opinion in its entirety, especially with regard to the assumptions and limitations contained in that document. The following summary is qualified by the information contained in the Formal Valuation and Fairness Opinion.

In connection with the proposed Transaction, within the context of the requirements of MI 61-101, EY has prepared valuation under MI 61-101 and a corresponding fairness opinion. The Formal Valuation and Fairness Opinion dated April 5, 2019 with an effective date of April 1, 2019 (the “Valuation Date”) has been prepared for the Special Committee. The Formal Valuation and Fairness Opinion has been prepared to provide information for consideration by the Special Committee with respect to the proposed Transaction, but does not constitute a recommendation to any party as to any course of action they might take. Despite any conclusions reached by EY, the circumstances of individual shareholders will necessarily determine what course of action they will take in responding to the proposed Transaction.

Qualifications of EY

EY is one of the largest global professional service firms, providing assurance, tax, transaction and advisory services. EY’s global transaction services include: valuations and fairness opinions, corporate finance and merger & acquisition advisory, transaction diligence and integration, transaction tax advisory, and corporate restructuring.

The conclusion expressed in the Formal Valuation and Fairness Opinion is that of EY, including approval by a committee of senior EY practitioners, experienced in providing valuation and fairness opinions, merger & acquisition advisory services, and other corporate transaction services.

Independence of EY

EY has developed its Formal Valuation and Fairness Opinion on the basis of an independent review and analysis of Golden Queen.

EY is independent of all interested parties to the proposed Transaction in accordance with securities regulatory requirements and EY’s professional standards:

Scope of Review

In developing the Formal Valuation and Fairness Opinion, EY had discussions with the Special Committee and management of Golden Queen, conducted the procedures noted below, and relied on information obtained from these general procedures, without independent verification, which among others included:

Assumptions and Limitations

EY has relied upon the completeness, accuracy and fair presentation of all of the financial and other information obtained from public sources, and from Golden Queen management for purposes of developing the Formal Valuation and Fairness Opinion.

Based on representations from Golden Queen management, EY has assumed that there are no material changes in the financial position or operating results for Golden Queen, including its wholly and partially owned entities, from the date of the most recently available audited financial statements, December 31, 2018, to the Valuation Date. Golden Queen management has represented to EY that the information provided for the purpose of the Formal Valuation and Fairness Opinion and is true and correct in all material respects as of April 5, 2019.

The Formal Valuation and Fairness Opinion has been prepared to provide information for consideration by the Special Committee with respect to the proposed Transaction, but does not constitute a recommendation to any party as to any course of action they might take. Despite any conclusions reached therein, the circumstances of individual shareholders will necessarily determine what course of action they will take in responding to the proposed Transaction. The Formal Valuation and Fairness Opinion is developed as of a specific date on the basis of identifiable information and EY has not undertaken to update it to any other date. Should information relevant to the valuation and fairness conclusions become available to EY subsequent to the date of its conclusion, EY reserves the right, but will be under no obligation, to revise its opinion.

In completing the Formal Valuation and Fairness Opinion, EY made numerous assumptions with respect to economic, industry, and company performance and expectations that are matters over which EY has no control. Going concern business value is inherently and inescapably a matter of implicit or explicit perceptions of the potential future economic performance of the business to be valued and the environment in which that performance will take place. Recognizing that those perceptions are developed under conditions where neither contractual nor other bases exist to ensure that actual operating results will conform to the assumptions employed for valuation purposes, the analysis necessarily works with contingent and uncertain information and there is a corresponding degree of uncertainty in the resultant estimates of value.

EY does not warrant that the projections and estimates employed in developing the Formal Valuation and Fairness Opinion represent commitments as to what the future performance of the businesses will be.

The values are considered to be reasonable estimates on the basis of the information and assumptions upon which they are predicated and as of the time when the estimates were developed. However, should significant deviations from these assumptions emerge in the future, the estimates may well cease to be representative of value.

Valuation Methodologies

Mineral properties can be classified into exploration, development, or producing assets. Depending on the availability of engineering and financial information one or more of the income, market and cost approaches may be favoured. Typically, an income approach is most suitable where a life of mine plan and financial model are available and this would generally be the case with a development or producing asset. While market approaches can be applied to exploration and development assets it is important to recognize that there are no “true” comparables and application of market approaches can be subjective as every mineral property is unique. Application of a market approach to a producing property would also be impacted as again there are no “true” comparables. Nonetheless a combination of approaches may be considered for an informed view of value.

Selected Approaches

EY considered both an income approach, in particular a discounted cash flow method, and a market approach, in particular trading and transaction multiples (in-situ gold equivalent ounce multiples) methods, to estimate a range of fair market value (“FMV”) of the Soledad Mountain Project.

EY used an adjusted net assets approach to calculate the FMV of the Shares.

Formal Valuation

Based on the information reviewed, observations, assumptions, limitations, analyses and other relevant factors, it is EY’s opinion that the per share value of the Shares is between C$0.03 and C$0.06 before the proposed Transaction is effected, and assuming Golden Queen can continue as a going concern and can meet its debt obligations as they come due, and/or can refinance the GQM Loan which matures on May 21, 2019.

If the proposed Transaction is undertaken then the value of the Shares would be C$0.05 per share (US$4.25 million cash consideration, converted at an exchange rate of 1.3447 and divided amongst 122,400,212 Shares), before considering any costs of the proposed Transaction and any other assets (such as cash) remaining in Golden Queen.

Fairness Opinion

Based on the information reviewed, observations, assumptions, limitations, analyses and other relevant factors, it is EY’s opinion that, the proposed Transaction is fair from a financial point of view to the existing Shareholders, other than the Purchasers. EY’s considerations in this regard are set out in the Formal Valuation and Fairness Opinion.

Tax Consequences

Golden Queen expects there will be no material tax consequences to the Company under theIncome Tax Act (Canada) or the U.S. Internal Revenue Code of 1986 as a result of the Transaction. The disposition of the shares of GQM US will be treated for income tax purposes as a taxable transaction, upon which Golden Queen does not expect to recognize a gain.

Golden Queen also expects there will be no material tax consequences to Shareholders (excluding the Purchasers), under theIncome Tax Act (Canada) or the U.S. Internal Revenue Code of 1986 as a result of the Transaction. However, Shareholders should consult their own legal and tax advisors for advice with respect to their particular circumstances.

Shareholder Approval

The Transaction constitutes the sale of all or substantially all of the assets of Golden Queen and requires approval of the Shareholders in accordance with the BCBCA. In addition, the Purchasers include Thomas M. Clay, a former director and officer of Golden Queen, and certain members of the Clay family and associated entities. The Purchasers own approximately 59.2% of the issued and outstanding Shares. As such, the Transaction is considered to be a related party transaction under MI 61-101 and section 501(c) of the TSX Company Manual, and is subject to the minority approval requirements in MI 61-101 and the TSX Company Manual.

Golden Queen has determined that the Transaction Resolution must be approved by both (a) ⅔ of the votes cast on the resolution; and (b) a simple majority of the votes cast on such resolution by the Shareholders, excluding votes cast by Shareholders that are required to be excluded pursuant to applicable securities laws and the policies of the TSX. The votes attached to an aggregate of 177,701,229 Shares (representing approximately 59.2% of the issued and outstanding Shares) owned by the Purchasers will be excluded from voting in determining whether the Transaction has been approved by the minority shareholders of Golden Queen.

Shareholders will be asked at the Meeting to approve the following special resolution:

“BE IT RESOLVED THAT:

The Board unanimously recommends that Shareholders vote FOR the Transaction Resolution set out above. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the approval of the Transaction Resolution.

Dissent Rights

Under the BCBCA, Shareholders have dissent rights with respect to the resolution approving the Transaction. Shareholders who wish to dissent should take note that the procedures for dissenting to the Transaction Resolution requires strict compliance with Sections 237 to 247 of the BCBCA.

The following description of the rights of Registered Shareholders to dissent from the Transaction Resolution is not a comprehensive statement of the procedures to be followed by a dissenting Shareholder who seeks payment of the fair value of their Shares. A Registered Shareholder's failure to follow exactly the procedures set forth in Sections 237 to 247 of the BCBCA will result in the loss of such Registered Shareholder's dissent rights. If you are a Registered Shareholder and wish to dissent in respect of the Transaction Resolution, you should obtain your own legal advice and carefully read the provisions of Sections 237 to 247 of the BCBCA (see Schedule B).

Any Registered Shareholder is entitled to be paid the fair value of the Shares held in accordance with Section 245 of the BCBCA if such holder duly dissents in respect of the Transaction Resolution and the Transaction becomes effective (the “Dissent Rights”). A shareholder is not entitled to dissent with respect to such holder’s shares if such holder votes any of those shares in favor of the Transaction Resolution.

Anyone who is a beneficial owner of Shares registered in the name of an intermediary and who wishes to dissent should be aware that only Registered Shareholders are entitled to exercise Dissent Rights. A Registered Shareholder who holds Shares as an intermediary for one or more beneficial owners, one or more of whom wish to exercise Dissent Rights, must exercise such Dissent Rights on behalf of such holder(s). In such case, the notice should specify the number of Shares held by the intermediary for such beneficial owner. A dissenting Shareholder may dissent only with respect to all of the Shares held on behalf of any one beneficial owner and registered in the name of the dissenting Shareholder.

A dissenting Shareholder is required to send a written objection to the Transaction Resolution to Golden Queen, prior to the Meeting, as described below.A vote against the Transaction Resolution or not voting on the Transaction Resolution does not constitute a written objection for purposes of the right to dissent under Section 242 of the BCBCA.

Each Shareholder of the Company who intends to exercise Dissent Rights must send a written notice of dissent from the Transaction Resolution pursuant to Section 242 of the BCBCA, to the Company by 4:00 p.m. (Pacific time) on May 9, 2019. The notice of dissent should be delivered by registered mail to the Company at the address for notice described below.

After the Transaction Resolution is approved by Shareholders and within one month after the Company notifies each Shareholder that has validly exercised Dissent Rights (the “Dissenting Shareholder”) of the Company’s intention to act upon the Transaction Resolution, the Dissenting Shareholder must send to the Company a further written notice. Such notice must state that the Dissenting Shareholder requires the purchase of all of the Shares (the “Dissenting Shares”) in respect of which such Dissenting Shareholder has given notice of dissent (the “Dissent Completion Notice”), together with the share certificate or certificates representing the Dissenting Shares (including a written statement prepared in accordance with Section 244(1)(c) of the BCBCA if the dissent is being exercised by the shareholder on behalf of a beneficial holder). Upon receipt of the Dissent Completion Notice, the Dissenting Shares will be repurchased by the Company in accordance with the BCBCA. The Dissenting Shareholder will be entitled to receive the fair value that the Dissenting Shares had immediately before the passing of the Transaction Resolution.

A shareholder who does not strictly comply with the dissent procedures or, for any other reason, is not entitled to be paid fair value for his, her or its Dissenting Shares will participate in the Transaction on the same basis as non-dissenting Shareholders.

Address for Notice

All notices of dissent to the Transaction Resolution pursuant to Section 242 of the BCBCA should be sent to the Company at:

Morton Law LLP

1200 – 750 West Pender Street

Vancouver, British Columbia V6C 2T8

Attention: Edward L. Mayerhofer

Strict Compliance with Dissent Provisions Required

The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by Shareholders who wish to dissent from the Transaction Resolution and be paid the fair value of their Shares and is qualified in its entirety by reference to Sections 237 to 247 of the BCBCA. The dissent procedures must be strictly adhered to and any failure by a Shareholder to do so will result in the loss of that holder’s Dissent Rights. Accordingly, each Shareholder who wishes to exercise Dissent Rights should carefully consider and comply with the Dissent Procedures and consult such holder’s legal advisers.

PROPOSAL 2: SHARE CONSOLIDATION

Following completion of the Transaction, Golden Queen is proposing to consolidate its Shares on the basis of ten existing Shares for each one Post-Consolidation Share. The Board believes it is in the best interest of Golden Queen to reduce the number of outstanding Shares, making Golden Queen more attractive to investors in potential future financings and transactions that may follow the Transaction. Management intends to proceed with the Consolidation on completion of the Transaction, but completion of the Transaction is not contingent on the approval of the Consolidation Resolution.

Notwithstanding approval of the proposed Consolidation by Shareholders, the Board, in its sole discretion, may revoke the Consolidation Resolution and abandon the Consolidation without further approval or action by or prior notice to Shareholders. The Consolidation is also subject to the approval of the TSX.

Effect of the Consolidation

If the Transaction is completed and Golden Queen proceeds with the Consolidation, the number of Shares issued and outstanding will be reduced from 122,400,212 Shares, after cancellation of Shares pursuant to the Transaction, to approximately 12,240,021 Post-Consolidation Shares issued and outstanding. In the event the Consolidation would result in a Shareholder holding a fraction of a Post-Consolidation Share, no fractional Post-Consolidation Share shall be issued, and such fraction will be rounded to the nearest whole Post-Consolidation Share in accordance with the requirements of the BCBCA.

Except for any variances attributable to the rounding of fractional Post-Consolidation Shares, the change in the number of issued and outstanding Shares will cause no change in the capital attributable to the Shares and will not materially affect any Shareholder’s percentage ownership in Golden Queen. In addition, the Consolidation will not materially affect any Shareholder’s proportionate voting rights.

See “Risk Factors – Risks Associated with the Consolidation” for a description of risk factors associated with the Consolidation.

Procedure for Consolidation

If the Transaction is completed and Golden Queen proceeds with the Consolidation, Registered Shareholders holding share certificates will be required to exchange their certificates for share certificates representing Post-Consolidation Shares. A letter of transmittal will be sent to such Registered Shareholders. No delivery of a certificate evidencing a Post-Consolidation Share will be made to a Shareholder until the Shareholder has surrendered the issued certificates representing its pre-consolidation Shares. Until surrendered, each certificate formerly representing pre-consolidation Shares shall be deemed for all purposes to represent the number of Post-Consolidation Shares to which the holder is entitled as a result of the Consolidation.

Beneficial Shareholders, holding their Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have various procedures for processing the Consolidation. If a Shareholder holds Shares with such a bank, broker or other nominee and has any questions in this regard, the Shareholder is encouraged to contact its nominee.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider and vote on the Consolidation Resolution approving the Consolidation. The Consolidation Resolution must be approved by ⅔ of the votes cast on the Consolidation Resolution.

Shareholders will be asked at the Meeting to approve the following special resolution:

“BE IT RESOLVED THAT:

The Board unanimously recommends that Shareholders vote FOR the Consolidation Resolution set out above. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the approval of the Consolidation Resolution.

Dissent Rights

Shareholders do not have dissent rights with respect to the proposed Consolidation.

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act require that we provide our Shareholders the opportunity to vote on a nonbinding, advisory resolution regarding the compensation of our “named executive officers” (as defined in SEC rules) as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC (commonly referred to as “Say-on-Pay”), including compensation that will or may be paid or become payable to our “named executive officers” under existing employment agreements in connection with the Transaction. This compensation is described in the table in the section of this Proxy Statement entitled “Interests of Certain Persons in Matters to be Acted Upon — Executive Officer Employment Agreements — Golden Parachute Compensation,” including the footnotes to the table and related narrative discussion,above, and “Executive Compensation - Summary Compensation Table,” including the footnotes to the table and related narrative discussion, below.

The Board unanimously recommends that Shareholders approve the following Advisory Say-on-Pay Resolution:

“BE IT RESOLVED THAT the Shareholders of Golden Queen Mining Co. Ltd. (the “Company”), hereby approve, on an advisory basis (non-binding basis), the compensation of the Company’s named executive officers as disclosed in the “Executive Compensation - Summary Compensation Table” and the related tabular and narrative disclosures in this Proxy Statement, including compensation under existing agreements or understandings that may be paid or become payable in connection with the Transaction, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section of the Proxy Statement entitled “Interests of Certain Persons in Matters to be Acted Upon — Executive Officer Employment Agreements — Golden Parachute Compensation,” including the footnotes to the table and the related narrative discussion.”

The vote on the Advisory Say-on-Pay Resolution is a vote separate and apart from the vote on the proposal to approve the Transaction. Accordingly, you may vote to approve the Transaction and vote not to approve the Advisory Say-on-Pay Resolution and vice versa. Because the vote on the Advisory Say-on-Pay Resolution is advisory only, it will not be binding on the Company. Accordingly, if the Transaction Resolution is approved and the Transaction is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of this advisory (non-binding) vote of the Shareholders.

The above resolution approving the Advisory Say-on-Pay Resolution requires the affirmative vote of holders of a majority of the Shares entitled to vote on the matter and casting votes for or against the proposal.

The Board unanimously recommends that Shareholders vote FOR the Advisory Say-on-Pay Resolution set out above. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the approval of the Advisory Say-on-Pay Resolution.

PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE

In addition to the Say-on-Pay vote set forth in Proposal 3, the Dodd-Frank Act and Section 14A of the Exchange Act require that Shareholders have the opportunity, at least once every six years, to vote on how often they believe Say-on-Pay votes should be held in the future. Our last vote on Say-on-Pay frequency was held on May 30, 2013.

Shareholders may indicate whether they prefer that a Say-on-Pay vote be held every year, every two years or every three years, or they may abstain from this vote.

After careful consideration of the various arguments supporting each frequency level, the Board has determined that an advisory vote on executive compensation every three years is the best approach for the Company. Our executive compensation program is intended to incentivize and reward performance over a multi-year period, and a three-year cycle is consistent with these time horizons. A three-year cycle is an appropriate frequency to provide the Board and the Compensation Committee sufficient time to consider Shareholder input and implement any appropriate changes to our executive compensation strategies. Shareholders who have concerns about executive compensation during the interval between Say-on-Pay votes are welcome to bring their concerns to the attention of the Board.

The vote on this proposal is an advisory vote and is not binding on the Company. The outcome of this vote will not require the Board to take any action regarding the frequency of future Say-on-Pay votes. However, the Board will take into consideration the outcome of the vote when considering the frequency of future Say-on-Pay votes.

The proxy card provides Shareholders with four choices (every 1 YEAR, 2 YEARS, 3 YEARS, or ABSTAIN).

The Board unanimously recommends that Shareholders vote for the option of “3 YEARS” as the preferred frequency of future Say-on-Pay votes. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote for the option of “3 YEARS” as the preferred frequency of future Say-on-Pay votes.

PROPOSAL 5: ELECTION OF DIRECTORS

The Board proposes to fix the number of directors of the Company at four (4)three (3) and that the following four (4)three (3) 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: Paul M. Blythe, Thomas M. Clay, Bryan A. Coates, and Bernard Guarnera.

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 boardBoard unanimously recommends that Shareholders vote FOR the election of directors recommends aeach nominee. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote “FOR” THE ELECTION OFFOR the election of each nominee.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:

The Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. The Board as a whole is responsible for identifying, screening and/or appointing persons to serve on the Board. In identifying Board candidates, it is the 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, Paul M. Blythe, Thomas M. Clay, Bryan A. Coates, and Bernard Guarnera. Of the four (4) directors, Paul M. Blythe, Bryan A. Coates, and Bernard Guarnera are considered independent. Thomas M. Clay, Chairman of the Board and Chief Executive Officer, is not considered independent. Following the Meeting, the Board, as proposed by management in this Proxy Statement, will consist of Paul M. Blythe, Thomas M. Clay, Bryan A. Coates, and Bernard Guarnera.

The Board does not have a policy regarding a Board members’ attendance at annual meetings of shareholders. Three (3) directors attended the Company’s 2017 annual meeting of shareholders.

Biographical Information Regarding Executive Officers

Thomas M. Clay - Chairman and 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.

Guy Le Bel - Chief Financial Officer. Mr. Le Belhas more than 30 years of international mining experience in strategic and financial planning. Until recently, he served as Vice President Evaluations for Capstone Mining Corp. and is a Director of Pembridge Resources, PLC and Westbourne Resources Limited. Previously, Mr. Le Bel was VP, Business Development at Quadra Mining Ltd., and prior to that held business advisory, strategy and planning, business valuation, and financial planning management roles at BHP Billiton Base Metals Ltd., Rio Algom Ltd. and Cambior Inc.

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 with public companies, she worked in the financial industry in banking and insurance. She holds a Bachelor of Arts degree from the University of Calgary.

Proposal 2: Appointment of Independent Auditors

On March 31, 2016, Golden Queen appointed PricewaterhouseCoopers LLP (“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 Canada LLP, as its independent registered public accounting firm, was terminated.

Although the appointment of PWC is not required to be submitted to a vote of shareholders, the Board believes it is appropriate as a matter of policy to request that shareholders approve the appointment of the independent auditors for the fiscal year ending December 31, 2018, and the authorization of the directors to fix the auditors’ remuneration. 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 appointment, the adverse vote will be considered as a direction to the Board to select other independent auditors for the fiscal year ending December 31, 2018.

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 2017 audit related fees, and tax fees were pre-approved by the Audit Committee.

See External Auditor Service Fees section for more information.

Representatives of PWC 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” THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS GOLDEN QUEEN'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018, AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION.

Proposal 3: Approval of UNALLOCATED ENTITLEMENTS UNDER the Company’s Stock Option Plan

The rules of the Toronto Stock Exchange (the “TSX”) provide that every three years after the institution of a security-based compensation arrangement, all unallocated options, rights or other entitlements under such arrangement that does not have a fixed maximum number of securities issuable thereunder, must be approved by a majority of the issuer’s directors and by a majority of the issuer’s shareholders. An “evergreen plan” (being a plan that provides for the replenishment of the number of securities reserved when awards are exercised) does not, by definition, have a fixed maximum number of securities issuable thereunder, and is therefore subject to the requirement that shareholders approve unallocated entitlements every three years. Entitlements are considered to be “allocated” under a plan when they are granted to a participant and entitlements that remain available for grant under a plan are referred to as “unallocated”.

The Board adopted the 2013 stock option plan (the “Stock Option Plan” or the “Plan”) for the benefit of the Company’s Directors, executives, employees and consultants, and Shareholders approved the Stock Option Plan on May 30, 2013. The Board also adopted a house keeping amendment to the Plan on April 27, 2015 to clarify the procedure for fixing the earlier termination date of stock options. Shareholders approved all unallocated entitlements issuable under the Stock Option Plan on June 3, 2015.

The Stock Option Plan has been established to assist the Company in the recruitment and retention of highly qualified executives, employees and eligible consultants by providing a means to reward performance, to motivate participants to achieve important corporate and personal objectives and, to align the interests of participants with the long-term interests of Shareholders. At the Meeting, Shareholders will be asked to approve all unallocated entitlements under the Stock Option Plan. The Board has approved the unallocated options under the Stock Option Plan.

As at December 31, 2017, the Company had 111,148,680 Common Shares issued and outstanding and a maximum of 7,200,000 Common Shares were available for issuance under the Stock Option Plan as at such date. As at December 31, 2017, there were 1,955,002 options granted and outstanding under the Stock Option Plan (representing 1.76% of the Common Shares), leaving 5,244,998 Common Shares (representing 4.72% of the Common Shares) available for grant of further options. As of December 31, 2017, no stock options had been exercised under the Stock Option Plan since 2014.

Under TSX requirements, the Company must disclose the annual burn rate of the Stock Option Plan for each of the Company’s three most recently completed fiscal years. The annual burn rate of the Stock Option Plan is equal to 1.44% for the year ended December 31, 2017, 0.46% for the year ended December 31, 2016 and 0.57% for the year ended December 31, 2015.

The annual burn rate of the Stock Option Plan is calculated as the number of securities granted under the Stock Option Plan during the applicable fiscal year divided by the weighted average number of securities outstanding for the applicable fiscal year. The weighted average number of securities outstanding during the period is the number of securities outstanding at the beginning of the period, adjusted by the number of securities bought back or issued during the period multiplied by a time-weighting factor. The time-weighting factor is the number of days that the securities are outstanding as a proportion of the total number of days in the period; a reasonable approximation of the weighted average is adequate in many circumstances. The weighted average number of securities outstanding is calculated in accordance with the CPA Canada Handbook, as such may be amended or superseded from time to time.

At the Meeting, Shareholders will be asked to consider, and if thought appropriate, pass the following ordinary resolution approving the unallocated entitlements issuable pursuant to the Stock Option Plan:

RESOLVED THAT all unallocated entitlements under the Plan be approved, the Company have the ability to continue granting options under the Plan until June 11, 2021, which is the date that is three (3) years from the date of this Meeting at which shareholder approval is being sought, and any director of officer of the Company be authorized to do such things and to sign, execute and deliver all documents that such director and officer may, in their discretion, determined to be necessary in order to give full effect to the intent and purpose of this resolution.

The Board has unanimously concluded that the approval of the unallocated entitlements under the Stock Option Plan is in the best interest of the Company and its Shareholders, and recommends that Shareholders voteIN FAVOR of the approval of the unallocated entitlements under the Stock Option Plan. The Company has been advised that the Directors and senior officers of the Company intend to vote all Common Shares held by them in favor of the approval of the unallocated entitlements under the Stock Option Plan.In the absence of a contrary instruction, the person(s) designated by management of the Company in the form of proxy intend to vote FOR the approval of the unallocated entitlements under the Stock Option Plan.

Summary of the Stock Option Plan

Set out below is a summary of the material terms of the Stock Option Plan.

A copy of the Stock Option Plan was filed on SEDAR at www.sedar.com on May 2, 2013 as a schedule to the Company’s Management Information Circular and on EDGAR at www.sec.gov on April 30, 2013 as a schedule to the Company’s Proxy Statement. Shareholders may request additional copies by (i) mail to: 2300 – 1066 West Hastings Street, Vancouver, BC V6E 3X2 or (ii) telephone to: (778) 373-1557.

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 beneficial ownership of the Company’s Common Stock as of April 18, 2018 by:

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