UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934

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Filed by a party other than the Registrant [ ]
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[X] Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
[   ] Definitive Proxy Statement
[   ] Definitive Additional Materials
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GOLDEN QUEEN MINING CO. LTD.

(Name of Registrant as Specified In Its Charter)

N/A

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

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

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LETTER TO SHAREHOLDERS

<>

April [♦], 20142019

Dear shareholders of Golden Queen Mining Co. Ltd. (“Golden Queen” or the “Company”):

The board of directors of Golden Queen (the “Board”) cordially invites you to attend the annual general and special meeting (the “Meeting”) of holders of common shares (the “Shares”) to be held at #2300 – 1066 West Hastings Street, Vancouver, British Columbia at on May 13, 2019 at 10:00 a.m. (Pacific Standard Time) on <>, 2014 at <>. At the Meeting, shareholdersyou will be asked to approve a proposed transaction involving the proposed joint venture with Gauss LLC (“Gauss”) as describedsale of 100% of the Company’s 50% ownership interest in the accompanying Proxy Statement (the “Joint Venture”) to develop and operate Golden Queen’s Soledad Mountain Project (the “Soledad Project”“Transaction”). 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 Transaction

Pursuant to a share purchase agreement dated February 7, 2019, the Joint Venture, Gauss will contribute US$110,000,000 in cashCompany agreed to sell 100% of the Soledad Project in exchange forshares of its subsidiary Golden Queen Mining Holdings Inc., which currently owns 50% of the outstanding units of Golden Queen Mining, LLC, to a 50% interest in the Soledad Project. The membersgroup of Gauss have further committed to fund up to an additional US$40,000,000 to the Soledad Project, which will also be used to develop and operate the Soledad Project.

The Soledad Project is a fully-permitted, open pit, heap leach gold and silver project located just outside 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. Construction is underway on site and commissioning is planned for 2015.

Gauss is a funding vehicle owned by entities controlled by Leucadia National Corporation (“Leucadia”)purchasers including Thomas M. Clay and certain members of the Clay family that collectively own approximately 27%and associated entities (collectively, the “Purchasers”). Golden Queen Mining, LLC owns and operates the Soledad Mountain Project located in Kern County, California.

The consideration from the Purchasers is comprised of (i) US$4.25 million in cash; (ii) the extinguishment of all amounts owing to the Purchasers by the Company under a loan agreement (approximately US$26.6 million as of February 7, 2019); and (iii) the cancellation of all of the Purchasers’ ownership interest in the Company (consisting of 177,701,229 Shares, of Golden Queen (the “Clay Group”)457,500 options and 18,000,000 share purchase warrants). Gauss will be owned 67.5% by Gauss Holdings LLC (“Gauss Holdings”, Leucadia’s investment entity) and 32.5% by Auvergne LLC (“Auvergne”, the Clay Group’s investment entity).

In addition, to the significant cash contributions to fund the continued development of the Soledad Project, management of Golden Queen believes that the Joint Venture will have the following benefits for Golden Queen and its shareholders:

• it will allow the Soledad Project to continue to full construction;

• it involves Leucadia,Purchasers may pay a well-respected and credible long-term partner with a strong balance sheet and a history of successful investments in the mining sector;

• it is supported by the Clay Group, long-term shareholders who have supported Golden Queen for over 20 years; and

• it is a low-risk, equity-based capital structure with no hedging and no financial covenants.

Pursuant to section 501(c) of the Toronto Stock Exchange (“TSX”) Company Manual, for the Joint Venture to proceed, it must be approved by a majority of the votes cast by the shareholders of Golden Queen voting in person or by proxy at the Meeting, excluding those votes in respect of Shares held by the Clay Group and associates and affiliates of the Clay Group. The Joint Venture is subject to certain other customary conditions, including receipt of TSX approval. Closing of the Joint Venture is expected to occur approximately 3 business days after these conditions have been satisfied.

The Board appointed a special committee of independent directors (the “Special Committee”) to consider the Joint Venture. The Special Committee carefully considered all aspects of the Joint Venture and the alternatives available to Golden Queen to finance the Soledad Project. As part of its review of the Joint Venture, the Special Committee engaged Maxit Capital LP (“Maxit Capital”) as its financial advisor, which prepared an independent formal valuation report (the “Valuation”) and an opinion on the fairness of the Joint Venture from a financial point of viewcontingent payment to the Company (the “Fairness Opinion”). Basedif the Soledad Mountain Project is subsequently sold or transferred to a third party in certain circumstances.

The consideration offered by the Purchasers totals approximately US$37.2 million (excluding the contingent payment), based on the above,volume-weighted average price of the Special Committee unanimously recommended thatCompany’s Shares on the Board approveOTCQX Best Market for the Joint Venture.20 trading days ended February 7, 2019, and including the principal and accrued interest payable to the Purchasers pursuant to the loans to be extinguished.

The Board, on the recommendation of the Special Committee,special committee, composed of independent directors of the Board (the “Special Committee”), and based upon its own investigations, has concludedunanimously determined that the Joint VentureTransaction is in the best interests of Golden Queen. The BoardQueen and the shareholders of Golden Queen (excluding the Purchasers) and recommends that the shareholders vote FOR the Joint Venture.

A summaryholders of the Joint Venture, noticeShares vote to approve the Transaction.

Reasons for the Transaction

Despite the extensive efforts of special meeting,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. Payments due under such loans have been extended until after the Meeting but are coming due in the near future.

The benefits of the Transaction to shareholders include, but are not limited to:

We recommend that you review in detail the potential benefits and risks associated with the Transaction which are set out in the attached proxy statement and management information circular (“Proxy Statement”) under “Matters to be Acted Upon at the Meeting – Proposal 1: Sale of the Soledad Mountain Project – Reasons for the Transaction” and “Risk Factors”.

Shareholder Vote

At the Meeting, you will be asked to consider and vote on a special resolution approving the Transaction (the “Transaction Resolution”), the full text of which is set out in the attached Proxy Statement. The Transaction constitutes the sale of all or substantially all of the assets of Golden Queen and is a related party transaction. Golden Queen has determined that the Transaction Resolution must be approved by (a) ⅔ of the votes cast on the Transaction Resolution, and (b) a simple majority of the votes cast on the Transaction Resolution by the shareholders of Golden Queen, excluding votes cast by shareholders that are required to be excluded pursuant to applicable securities laws and the policies of the Toronto Stock Exchange. 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. We recommend you review “Matters to be Acted Upon at the Meeting – Proposal 1: Sale of the Soledad Mountain Project” in the attached Proxy Statement for additional details.

At the Meeting, you will also be asked to consider and vote on a special resolution approving a consolidation (the “Consolidation Resolution”) of Golden Queen’s common shares on the basis of ten existing Shares for each one post-consolidation common share (the “Consolidation”). 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. The Consolidation Resolution must be approved by ⅔ of the votes cast on the Consolidation Resolution. 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. We recommend you review “Matters to be Acted Upon at the Meeting – Proposal 2: Share Consolidation” in the attached Proxy Statement for additional details.

At the Meeting you will also be asked to consider and vote on a proposal to approve, on an advisory and non-binding basis, certain compensation that will or may be paid or become payable to our named executive officers under existing employment agreements, including in connection with the proposed Transaction (the “Advisory Say-on-Pay Resolution”) and the frequency of a say-on-pay vote (the “Advisory Vote on Say-on-Pay”). The Advisory Say-on-Pay Resolution requires approval of a simple majority of the votes cast on the Advisory Say-on-Pay Resolution. We recommend you review “Matters to be Acted Upon at the Meeting – Proposal 3: Advisory Vote on Executive Compensation” and “Matters to be Acted Upon at the Meeting – Proposal 4: Advisory Vote on Say-on-Pay Frequency” in the attached Proxy Statement for additional details.

Finally, you will also be asked to vote on annual general meeting matters, including the election of directors, appointment of auditors and approval of a stock option plan. See these items under “Matters to be Acted Upon at the Meeting” of the attached Proxy Statement for additional details.

A notice of meeting, Proxy Statement, and a proxy (“Proxy”) or voting instruction form (“VIF”) are included with this letter. The summary provides you with an overview of the transaction, with answers to some commonly asked questions. The Proxy Statement contains aprovides detailed description ofinformation about the Joint VentureTransaction Resolution, Consolidation Resolution and other information to assist you in considering the matters to be voted upon.Advisory Say-on-Pay Resolution. We encourage you to carefully consider the information in this Proxy Statement, and to consult your financial, legal or other professional advisors if you require assistance.

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Special Committee and Board Recommendation

The Board appointed the Special Committee to evaluate the Transaction as well as explore potential alternatives to the Transaction. In recommending that the Company enter into the Transaction, the Special Committee carefully considered all aspects of the Transaction, considered strategic alternatives and appointed legal and financial advisors to assist in the evaluation process. The Special Committee received a confidential preliminary valuation and fairness opinion (the “Preliminary Valuation and Fairness Opinion, subsequently confirmed in writing by a formal valuation and fairness opinion (the “Formal Valuation and Fairness Opinion”), from Ernst & Young LLP. The Preliminary Valuation and Fairness Opinion provided a valuation of Golden Queen and concluded, subject to certain assumptions, limitations and qualifications, that the Transaction is fair, from a financial point of view, to the shareholders, other than the Purchasers.

After careful consideration of the Company’s financial condition and debt obligations, the Preliminary Valuation and Fairness Opinion, and the lack of strategic alternatives, the Special Committee recommended that the Board approve the Transaction on the basis that it is in the best interests of the Company and the shareholders of the Company (excluding the Purchasers).The Board unanimously recommends that shareholders of the Company vote FOR the Transaction Resolution, Consolidation Resolution and Advisory Say-on-Pay Resolution at the Meeting and FOR the option of “3 Years” as the preferred frequency on Say-on-Pay Votes.

Vote Your Shares Today

Your vote is important, regardless of the number of Golden Queen Shares you own. If you are a registered shareholder, meaning that your name appears on the records of Golden Queen as the registered holder of Sharescommon shares (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 proxy may do so by completing the enclosed Proxy and returning it to the Company’s transfer agent, Computershare Investor Services Inc. (“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 the adjournment thereof at which the Proxy is to be used.

If you are a non-registered or beneficial shareholder, meaning your Shares are not registered in your own name but are registered in the name of a broker, bank or other intermediary (a “Beneficial Shareholder”), follow the instructions provided by your broker or other intermediary to vote your Shares.common shares. You may also consult the section in the Proxy Statement entitled “Proxy“General Proxy Information – Proxy Voting – Beneficial Shareholders”Shareholders” for more detailed information.

Shareholder Questions

If you have any questions about the Transaction or Consolidation, please contact Brenda Dayton, Corporate Secretary, by telephone at 1-778-373-1557, or by email at info@goldenqueen.com. If you need assistance with the completion and delivery of your Proxy or VIF, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by telephone at 1-877-452-7184, or by email at assistance@laurelhill.com.

On behalf of Golden Queen, I would like to thank all our shareholders for their ongoing support. We are committed to the success of this Joint Venture and believe it will put Golden Queen in a better position to meet the evolving needs of our business and shareholders.

Yours truly,

H. Lutz Klingmann
President, CEOPaul Blythe

Chairman of Special Committee

The enclosed Proxy Statement is dated April [♦], 2019 and Director
is expected to be first sent or given to shareholders of Golden Queen on or about April [♦], 2019.

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AT 10:00 A.M. ON<>, 2014

The Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Golden Queen Mining Co. Ltd. (the “Company” or “Golden Queen”) will be held at #2300 – 1066 West Hastings Street, Vancouver, B.C. on May 13, 2019 at 10:00 a.m. (Pacific Standard Time) on <>, 2014 at <>, for the following purposes:

The specific details of the matters proposed to be put before the Meeting are set forth in the Proxy Statement accompanying and forming part of this Notice. The full text of the Transaction Resolution, Consolidation Resolution and Advisory Say-on-Pay Resolution and the proposal for frequency on future Say-on-Pay votes are set forth in “Matters to be Acted Upon at the Meeting” of the accompanying Proxy Statement.

The Board has fixed <>, 2014,April 3, 2019, as the record date for determining shareholdersShareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Only shareholdersShareholders of record at the close of business on that date will be entitled to notice of and to vote at the Meeting.

All Registeredregistered Shareholders are invited to attend the Meeting in person, but even if you expect to be present at the Meeting, you are requested to mark, sign, date and return the enclosed Proxy or VIFform of proxy (“Proxy”) as promptly as possible as directed on the form to ensure your representation. Beneficial Shareholders must complete the enclosed VIFvoter information form (“VIF”) and return it as directed on the VIF to ensure your representation.All proxiesProxies must be received by our transfer agent not less than forty-eight (48) hours, excluding Saturdays, Sundays, and holidays,before the time of the Meeting in order to be counted. All VIFs must be returned as directed and within the time specified on the VIF in order to be counted.

Registered shareholders attending the Meeting may vote in person even if they have previously voted by proxy.Proxy.

Registered Shareholders have the right to dissent with respect to the Transaction Resolution, as more particularly described in the accompanying Proxy Statement. Those registered Shareholders who validly exercise dissent rights will be entitled to be paid fair value of their common shares. In order to validly exercise dissent rights, registered shareholders must strictly comply with the dissent procedures as set out in Sections 237 to 247 of theBusiness Corporations Act(British Columbia). See “Dissent Rights” in the attached Proxy Statement.

If you have any questions or need assistance with the completion and delivery of your Proxy or VIF, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by telephone at 1-877-452-7184, or by email at assistance@laurelhill.com.

Dated at Vancouver, British Columbia, this <>[♦] day of <>, 2014.April, 2019.

____________________________
H. Lutz Klingmann
President, CEO and Director

Important Notice Regarding the Availability of Proxy Materials for

the Company’s Annual General and Special Meeting of Shareholders to be held on<>, 2014.
May 13, 2019.

The Company’s Proxy Statement is available online atwww.goldenqueen.com

These proxy materials are being sent to both registered and non-registered shareholders. If you are a non-registered shareholder (a Beneficial Shareholder), and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

TABLE OF CONTENTS

GOLDEN QUEEN MINING CO. LTD.
6411 Imperial Avenue
#2300 – 1066 West Hastings Street
Vancouver, British Columbia, V7W 2J5
V6E 3X2

PROXY STATEMENT

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

May 13, 2019

GENERAL

This management information circular and proxy statement (“Proxy Statement”), including all schedules and appendices hereto, is being furnished in connection with the solicitation of proxies by or on behalf of management of Golden Queen Mining Co. Ltd. (the “Company” or “Golden Queen”), a British Columbia corporation, for use at the annual general and special meeting of the shareholders (the “Meeting”) of Golden Queen to be held at #2300 – 1066 West Hastings Street, Vancouver, B.C., V6E 3X2, Canada on May 13, 2019 at 10:00 a.m. (Pacific Time), and at any adjournment(s) or postponement(s) thereof.

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<> April [♦], 2014,2019, one Canadian dollar was equal to approximately US$<>.

GENERAL

The enclosed proxy is solicited[♦], based on the noon rate published by the BoardBank of Golden Queen Mining Co. Ltd., a British Columbia corporation, for use at the Special Meeting of Shareholders (the “Meeting”) of Golden Queen to be held at 10:00 a.m. (Pacific Standard Time) on <>, 2014, at <>, and at any adjournment or postponement thereof.Canada.

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

This Proxy Statement and the accompanying proxy card are being mailed to our shareholdersShareholders on or about <>April [♦], 2014.2019. The Company is sending proxy-related materials directly to Registered Shareholders as well as non-objecting Beneficial Shareholders under NI 54-101. Management of the Company alsoand intends to pay for intermediaries to forward the proxy-related materials to non-objecting and objecting Beneficial Shareholders under NI 54-101.National Instrument 54-101 and Rule 14a-7 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

It is expected that the solicitation of proxies will be made primarily by mail, but 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. In addition, the Company will reimburse brokerage firms, custodians, nominees and fiduciaries for their expenses in forwarding solicitation materials to 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$25,00040,000 plus reasonable out-of-pocket expenses to solicit proxies. ThisHalf of this cost of solicitation will be paid by the Company.Company and half by the Purchasers (as defined below).

Our administrative offices are located at 6411 Imperial Avenue,#2300 – 1066 West Hastings Street, Vancouver, British Columbia, V7W 2J5.BC, V6E 3X2.

QUESTIONS AND ANSWERS

The following is a summary of certain information contained in or incorporated by reference into this Proxy Statement, together with some of the questions that you, as Shareholder, may have and answers to those questions. You are urged to read the remainder of this Proxy Statement and the enclosed Proxy carefully, because the information contained below is of a summary nature, and is qualified in its entirety by the more detailed information contained elsewhere in or incorporated by reference into this Proxy Statement, the Proxy and the attached schedules to this Proxy Statement, all of which are important and should be reviewed carefully.

This Proxy Statement is provided to you in connection with the solicitation by or on behalf of management of Golden Queen of proxies to be used at the Meeting to be held at #2300 – 1066 West Hastings Street, Vancouver, B.C., V6E 3X2 onMay 13, 2019, at 10:00 a.m. (Pacific Time) for the purposes indicated in the attached Notice of Meeting.

Your vote is very important. We encourage you to exercise your right to vote by proxy if:

The questions and answers below give general guidance for voting your Shares and related matters. Unless otherwise noted, all answers relate to both Registered Shareholders and Beneficial Shareholders. If you have any questions, please feel free to contact Brenda Dayton, the Corporate Secretary of Golden Queen at 1-778-373-1557 or info@goldenqueen.com, or Laurel Hill Advisory Group, our proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America), or by email at: assistance@laurelhill.com.

Golden Queen has entered into a Share Purchase Agreement pursuant to which it will sell its interest in the Soledad Mountain Project to the Purchasers, who are related parties of Golden Queen. Golden Queen is also seeking approval of a proposed Consolidation. At the Meeting, Shareholders will be asked to:

See “Matters to be Acted Upon at the Meeting”.

Yes. The Board, on <>, 2014,recommendation of the Special Committee and based upon its own investigations, has unanimously determined that the Transaction is in the best interests of Golden Queen and the Shareholders (excluding the Purchasers) and recommends that Shareholders voteFOR the Transaction Resolution.

In making its recommendations, the Special Committee and the Board considered a number of factors as described in this Proxy Statement. See“Matters to be Acted Upon at <>the Meeting – Proposal 1: Sale of the Soledad Mountain Project – Reasons for the Transaction”,“Matters to be Acted Upon at the Meeting – Proposal 1: Sale of the Soledad Mountain Project – Recommendation of the Special Committee” and “Matters to be Acted Upon at the Meeting – Proposal 1: Sale of the Soledad Mountain Project – Recommendation of the Board”.

3.             

The Board also recommends that Shareholders voteFOR the Consolidation Resolution, Advisory Say-on-Pay Resolution, each nominee for director of the Company, the appointment of PricewaterhouseCoopers LLP as auditors for the ensuing year, and the approval of the stock option plan.

Golden Queen faces ongoing operational challenges and requires additional funding for its operations. Golden Queen has been unable to attract sufficient capital, other than receiving loans and investment from members of the Clay family. The benefits of the Transaction to Shareholders include, but are not limited to:

We recommend that you review in detail the potential benefits and risks associated with the Transaction set out under “Matters to be Acted Upon at the Meeting – Proposal 1: Sale of the Soledad Mountain Project – Reasons for the Transaction” and “Risk Factors”.

4.           Why am I being asked to vote on a proposal to approve, on an advisory basis, certain compensation arrangements with the Company’s named executive officers, including compensation payable in connection with the Transaction?

The Dodd-Frank Act requires all public companies to hold a separate non-binding advisory stockholder vote to approve the compensation disclosed in this Proxy Statement for our executive officers who are named in the Summary Compensation Table (commonly known as the “Say on Pay” proposal). The Company has disclosed the compensation of the Named Executive Officers pursuant to rules adopted by the Securities and Exchange Commission (“SEC”). In addition, our existing employment agreements with our named executive officers were not previously subject to an advisory vote of shareholders and under SEC rules, we are required to seek approval, on an advisory and non-binding basis, of these agreements because compensation will or may be paid or become payable in connection with the Transaction. Approval of this proposal is not a condition to the completion of the Transaction and the vote on this proposal is an advisory vote and will not be binding on the Company.

The Dodd-Frank act also requires all public companies to hold a separate non-binding advisory shareholder vote with respect to the frequency of the vote on Say on Pay. Companies must give shareholders the choice of whether to cast an advisory vote on the Say on Pay proposal every year, every two years, or every three years (common known as the “Frequency Vote on Say on Pay.”) Shareholders may also abstain from making a choice, pursuant to the proposed rules recently issued by the SEC. After such initial votes are held, the Dodd-Frank Act requires all public companies to submit to their shareholders no less often than every six years thereafter the Frequency Vote on Say on Pay. Our last Frequency Vote on Say on Pay was held on May 30, 2013. Pursuant to Section 14A of the Exchange Act, we are holding a separate non-binding advisory vote on the frequency of Say on Pay in future years at the Annual Meeting.

Shareholders of record as of the close of business on <>, 2014 (the “Record Date”)April 3, 2019 are entitled to vote at the Meeting, excluding the Clay Group and associates and affiliates of the Clay Group.

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

Meeting. Each shareholderShareholder 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.             

If you are a Registered Shareholder, you may vote on the Joint VentureTransaction 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“General Proxy Information – Proxy Voting – Beneficial Shareholders”” for more information on how to vote your Shares.

6.             

Golden Queen has determined that the Joint Venture?

The Joint Venture resolutionTransaction Resolution must be approved by (a) ⅔ of the votes cast on the Transaction Resolution, and (b) a simple majority of the votes cast on the resolutionTransaction Resolution by the shareholders of Golden Queen present in person orShareholders, excluding votes cast by proxy atShareholders that are required to be excluded pursuant to applicable securities laws and the Meeting, excluding those votes in respect of Shares held by the Clay Group and affiliates and associatespolicies of the Clay Group (which amountTSX. The votes attached to 30.6%an aggregate of 177,701,229 Shares (representing approximately 59.2% of the issued and outstanding SharesShares) owned by the Purchasers will be excluded from voting in determining whether the Transaction has been approved by the minority Shareholders of Golden Queen).Queen.

7.              What is the recommendation

The Consolidation Resolution must be approved by ⅔ of the Board regarding the Joint Venture?

The Board,votes cast on the recommendationConsolidation Resolution. The Advisory Say-on-Pay Resolution must be approved by a simple majority of the Special Committee,votes cast on the Advisory Say-on-Pay Resolution. Completion of the Transaction is not contingent on the approval of the Consolidation Resolution or Advisory Say-on-Pay Resolution.

Registered Shareholders have the right to dissent in respect of the Transaction Resolution, and based upon its own investigations, has unanimously concluded thatto be paid the Joint Venture isfair value of their Shares. To exercise dissent rights in respect of the Transaction Resolution, a written notice of objection to the Transaction Resolution must be received by Golden Queen in accordance with the instructions set out in the best interestsProxy Statement by 4:00 p.m. (Pacific Time) on May 9, 2019, or two business days prior to any adjournment of Golden Queen. The Board recommends that the shareholders vote FOR the Joint Venture.

8.              Why has the Board chosenMeeting. Failure to pursue the Joint Venture?

Most importantly, the Joint Venture will provide the Companystrictly comply with the funds requireddissent procedures will result in the loss of any right to develop and operatedissent. See“Matters to be Acted Upon at the Meeting – Proposal 1: Sale of the Soledad Project. ConstructionMountain Project – Dissent Rights” and Schedule B of infrastructure has been underway since July 2013, and the Joint Venture will provide the funds to continue that development.Proxy Statement.

The Special Committee and the Board considered various sources of funding, and the Joint Venture provides a low-risk, equity-based capital structureShareholders do not have dissent rights 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 dedicationrespect to the Company and the Soledad Project.proposed Consolidation or Advisory Say-on-Pay Resolution.

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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 VentureShareholders, the Transaction is subject to final approval from the TSX. The Company has made a submission toreceived conditional approval of the Transaction from the TSX, and the provisions of the Proxy Statement relating to the resolutionTransaction Resolution sought were reviewed and accepted by the TSX, but there is no guarantee that the Joint VentureTransaction will receive final approval from the TSX.

10.            When

Management intends to proceed with the Consolidation on completion of the Transaction. The Consolidation is subject to the approval of the TSX, and there is no guarantee that the Consolidation will receive approval from the Joint VentureTSX.

Golden Queen Gauss Holdings and Auvergnethe Purchasers are working to close the Joint VentureTransaction as soon as reasonably practicable. Subject to the approval of Golden Queen’s shareholdersthe Shareholders and the final approval from the TSX, the parties currently anticipate that the Joint VentureTransaction will close by <>, 2014.before May 21, 2019. However, there can be no certainty that the Joint VentureTransaction will close, and shareholdersShareholders are advised to review the “Risk Factors” section“Matters to be Acted Upon at the Meeting – Proposal 1: Sale of the Soledad Mountain Project – Reasons for the Transaction” and “Risk Factors” sections of this Proxy Statement.

11.            What happens if

Management intends to proceed with the Joint VentureConsolidation on completion of the Transaction. If the Consolidation Resolution is approved, the Board will have the authority, in their sole discretion, to revoke the Consolidation Resolution and abandon the Consolidation. See “Matters to be Acted Upon at the Meeting – Proposal 2: Share Consolidation”.

If the Transaction is not approved by the shareholders or does not close?Shareholders, the Share Purchase Agreement will terminate. All amounts owing under Golden Queen’s outstanding debt will become immediately due and payable, and Golden Queen will still be required to pay expenses associated with the Transaction. Golden Queen will continue to have a going concern issue and face the possibility of entering into bankruptcy and insolvency proceedings. See “Matters to be Acted Upon at the Meeting – Proposal 1: Sale of the Soledad Mountain Project – Reasons for the Transaction” and “Risk Factors” in this Proxy Statement.

If the Joint VentureConsolidation is not approved by the shareholders,Shareholders or the Consolidation is not implemented by the Board, there will be no change in the Shares. Completion of the Transaction Agreement will terminate and Golden Queen willis not contingent on the approval of the Consolidation Resolution. See “Matters to 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 closeActed Upon at the Meeting by:– Proposal 2: Share Consolidation”.

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 whoIf you would like additional copies of these materials or who have any questions about the Joint Venture,Transaction or Consolidation, the information contained in this Proxy Statement, or the Meeting, including voting procedures, shouldplease contact their brokerBrenda Dayton of Golden Queen at 1-778-373-1557 or info@goldenqueen.com, 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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CAUTIONARY NOTE REGARDING DISCLOSURE

SUMMARY OF THE TERMS OF THE JOINT VENTURE

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the management of Golden Queen for use at the Meeting and any adjournments or postponements thereof. No person has been authorized to give any information or make any representation in connection with the Transaction, Consolidation or any other matters to be considered at the Meeting other than those contained in this Proxy Statement and, if given or made, any such information or representation must not be relied upon as having been authorized and should not be relied upon in making a decision as to how to vote on the Transaction and Consolidation.

All summaries of, and references to, the Transaction in this Proxy Statement are qualified in their entirety by reference to the complete text of the Share Purchase Agreement, a copy of which is available with Golden Queen’s filings on EDGAR at www.sec.gov and SEDAR at www.sedar.com, or may be requested free of charge from Golden Queen, and is incorporated by reference into this Proxy Statement. Information contained in this Proxy Statement should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

Information contained in this Proxy Statement is given as of April [♦], 2019, unless otherwise specifically stated.

INFORMATION FOR U.S. SECURITYHOLDERS

The followingenforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that Golden Queen is organized under the laws of a jurisdiction outside the United States and that some of its officers and/or directors are residents of countries other than the United States and that some of the experts named in this Proxy Statement may be residents of countries other than the United States.

Neither the Securities and Exchange Commission nor any state securities regulatory authority has approved or disapproved the Transaction, passed upon the merits or fairness of the Transaction or passed upon the adequacy or accuracy of the disclosure in this Proxy Statement. Any representation to the contrary is a summarycriminal offense.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Proxy Statement constitute forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). The use of any of the proposed Joint Venturewords “anticipate”, “continue”, “expect”, “may”, “will”, “proposed”, “should”, “believe”, “is subject” and similar expressions are intended to developidentify forward-looking statements. These statements involve known and operateunknown 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 Soledad Project, which shareholdersexpectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be askedcorrect. Such forward-looking statements included in this Proxy Statement should not be unduly relied upon. These forward-looking statements speak only as of the date of this Proxy Statement.

In particular, this Proxy Statement includes forward-looking statements pertaining to approvethe following:

In respect of the forward-looking statements and information concerning the anticipated benefits and timing of the Transaction and Consolidation, the Company has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the Meeting. This isability of the Company to receive, in a summary only,timely manner and shareholders are encouragedon satisfactory terms, the necessary Shareholder and regulatory approvals; the ability of the parties to readsatisfy, in a timely manner, the full disclosure under “Proposal: Joint Ventureother conditions to the closing of the Transaction; and other expectations and assumptions concerning the Transaction and Consolidation. Anticipated dates provided may change for a number of reasons, such as the Soledad Mountain Project” which appears laterinability to secure the necessary Shareholder and regulatory approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Transaction. Accordingly, Shareholders should not place undue reliance on the forward-looking statements and information contained in this Proxy Statement.

Pursuant to an agreement dated June 8, 2014 (the “Transaction Agreement”),

Actual results could differ materially from those anticipated in these forward-looking statements as a result of the Company, Golden Queen Mining Company, Inc., the Company’s wholly-owned California subsidiary (“GQ California”), Gauss Holdings, Auvergnerisk factors set forth below and Gauss LLC (“Gauss”) agreed to enter into the Joint Venture. Under the Transaction Agreement the parties have agreed as follows:elsewhere in this Proxy Statement, including, without limitation, risk and uncertainties regarding:

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

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Additional information on other factors that could cause actual events or actual results to differ materially from those contemplated by the forward-looking statements and information contained in this Proxy Statement may be found in our filings with the Securities and Exchange Commission on EDGAR, and with Canadian regulatory authorities on SEDAR, including the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and elsewhere in this Proxy Statement. The Company also entered into a rights offering backstop agreement with Gauss Holdingsforward-looking statements and Auvergne (the “StandbyCommitment”). Underinformation contained in this Proxy Statement are based on our expectations, estimates and projections as of the Standby Commitment:

The Company will consider alternate sources of funding,date hereof, and the sizeshould not be relied upon as representing our estimates as of any possible rights offering would be decreasedsubsequent date.

The forward-looking statements contained in thisProxy Statement are expressly qualified by this cautionary statement. Except as required under applicable securities laws, the amountCompany does not undertake or assume any obligation to publicly update or revise any forward-looking statements. Shareholders should read this entireProxy Statementand consult their own professional advisors to assess the legal issues, risk factors and other aspects of any other financing received from other sources.the Transaction and Consolidation prior to voting their Shares.

APPOINTMENT OF PROXYHOLDER

GENERAL PROXY INFORMATION

Appointment of Proxyholder

The persons named as proxyholder in the accompanying Proxy (“Proxy”) or VIFVoting Instruction Form (“VIF”) were designated by the management of the Company (“Management Proxyholder”).A shareholderShareholder 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 shareholderShareholder 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, as directed by a shareholderShareholder on the Proxy, on any ballot that may be called for.In the absence of any such direction, the Management Proxyholder will vote in favor of matters described in the Proxy or VIF. In the absence of any direction as to how to vote the Shares, an Alternate Proxyholder has discretion to vote them as he or she chooses.

The enclosed Proxy or VIF confers discretionary authority upon theproxyholder with respect to amendments or variations tomatters identified in the attached Notice of Meeting and other matters which may properlycome before the Meeting.At present, Managementmanagement of the Company knows of no such amendments, variations or other matters. Shareholders who are planning on returning the accompanying Proxy are encouraged to review the Proxy Statement carefully before submitting the Proxy. Unless otherwise directed, the persons named in the Proxy intend to vote in favor of the matters to be considered at the Meeting.

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PROXY VOTING

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 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. Youby:

In all cases 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 Shares 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).

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

The majority of Intermediaries now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Financial Solutions Inc. (“Broadridge”). Broadridge typically mails a scannable voting instruction form (“VIF”) instead of the form of proxy. The to Beneficial Shareholder is askedShareholders and asks Beneficial Shareholders to completereturn the VIF and return it to Broadridge by mail or facsimile.Broadridge. Alternatively, the Beneficial Shareholder may call a toll-freetoll-free number or go online to www.proxyvote.com to vote. Golden Queen may utilize the Broadridge then tabulatesQuickVote^TM service to assist shareholders with voting their shares. Certain Beneficial Shareholders who have not objected to Golden Queen knowing who they are (non-objecting beneficial owners) may be contacted by Laurel Hill to conveniently obtain a vote directly over the resultsphone.

By returning the VIF in accordance with the instructions noted on it, a Beneficial Shareholder is able to instruct the Registered Shareholder (the intermediary) how to vote on behalf of allthe Beneficial Shareholder. VIFs, whether provided by the Company or by an intermediary, should be completed and returned in accordance with the specific instructions received and provides appropriate instructions with respectnoted on the VIF. In either case, the purpose of this procedure is to permit 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 the Company'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 Shares registered in the name of your intermediary, you, or a person designated by you (who need not be a shareholder)Shareholder), may attend the Meeting as proxyholder for your intermediary and vote your Shares 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.

Should a Beneficial Shareholder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf

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 beforein sufficient time in advance of the Meeting, arrange for their respective intermediaries to change their vote and if necessary, revoke their Proxy, in accordance with the Proxy on their behalf.revocation procedures set out above.

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 Shares through a bank or brokerage account does not provide instructions as to how his or her Shares should be voted and the broker does not exercise discretion to vote those Shares on a particular matter. Abstentions and broker non-votes will be included in determining the presence of a quorum at the Meeting, but will not be counted for or againstas votes cast at the Joint Venture.Meeting and, as a result, will have no effect on the outcome of the resolutions to be considered at the Meeting.

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” the approval, by special resolution, of the Transaction Resolution, Consolidation Resolution, and the approval, by ordinary resolution, of the Joint Venture,Advisory Say-on-Pay Resolution, election of directors, appointment of auditors and approval of the stock option plan, other than broker non-votes, which will not be counted for or against the Joint Venture.such resolutions. 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

Golden Queen has determined that the Transaction Resolution must be approved each matter which is submittedby (a) ⅔ of the votes cast on the Transaction Resolution, and (b) a simple majority of the votes cast on the Transaction Resolution by the Shareholders, excluding votes cast by Shareholders that are required to a votebe excluded pursuant to applicable securities laws and the policies of shareholdersthe TSX. The Consolidation Resolution must be approved by ⅔ of the votes cast on the Consolidation Resolution. The Advisory Say-on-Pay Resolution must be approved by a simple majority of the votes cast on the Advisory Say-on-Pay Resolution. The election of directors, appointment of auditors and approval of the stock option plan must be approved by the shareholders voting in person or by proxy at the Meeting, excludinga simple majority of the votes cast on such resolutions. With respect to the advisory vote on the frequency of future Say-on-Pay votes, the Clay Group and associates and affiliates ofShareholders will be deemed to have selected the Clay Group.frequency option that receives the most votes.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Purchaser Interests

The Purchasers include Thomas M. Clay, a memberformer director and officer of Golden Queen, and certain members of the Clay Group, is also the Chairman of the Board of Golden Queen.family and associated entities. 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 GroupPurchasers own approximately 30.6%59.2% of the issued and outstanding Shares of Golden Queen.Shares. Any votes by the Clay Group and its associates and affiliatesPurchasers 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.Transaction Resolution. As a result, the votes of the following shareholdersShareholders will be excluded from voting on the Joint Venture:Transaction Resolution:

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Executive Officer Employment Agreements

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of the Company, as well as the Company’s one other executive officer, that is based on or otherwise relates to the Transaction and that will or may become payable to each such named executive officer and such other executive officer at the closing of the Transaction or on a qualifying termination of employment in connection with the Transaction.

Two of our executive officers are entitled to certain change in control severance benefits, which may be triggered by the Transaction. The amounts set out below represent an estimate of each named executive officer’s golden parachute compensation, assuming the following:

Golden Parachute Compensation

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 <>, 2014April 3, 2019 (the “Record Date”) there were 99,778,680300,101,441 Shares of our common stock issued and outstanding, each Share carrying the right to one vote. 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, 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:attached to the outstanding Shares, except as indicated below:

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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 12-monthtwelve month period prior to the date of this Proxy Statement,the Share Purchase Agreement, the prior sales of Shares and debt convertible into Shares, but excluding Shares sold pursuant 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:rights:

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DIVIDEND RECORD AND POLICY

The Company

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.

On June 6, 2014,January 7, 2019, the trading date immediately preceding the announcement ofthat Golden Queen had received a proposal letter regarding the Joint Venture,Transaction, the closing price for the Shares on the TSX was C$1.320.135 per Share.

The

Following the Transaction, the Shares will be delisted from the TSX and are also quotedexpected to be listed on the NEX Board of the TSX Venture Exchange. In addition, Golden Queen expects its listing on the OTCQX International Exchange under the symbol GQMNF. The following table sets forth the price range and volume of shares as reported by the OTCQX for the periods indicated.

On June 6, 2014, the trading date immediately preceding the announcementBest Market to be moved to a lower tier exchange of the Joint Venture, the closing price for the Shares on the OTCQX International Exchange was US$1.1687 per Share.OTC Markets Group Inc.

PROPOSAL: JOINT VENTURE FOR

MATTERS TO BE ACTED UPON AT THE MEETING

PROPOSAL 1: SALE OF THE SOLEDAD MOUNTAIN PROJECT

At

This section of the Meeting, shareholders will be asked to approveProxy Statement describes the proposed Joint Venture to develop and operateTransaction. Although we believe that the Soledad Project.

Parties todescription in this section covers the Joint Venture

Pursuant tomaterial terms of 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.

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The Company is developing the Soledad Project, a gold-silver, open pit, heap leach operation located just outside the town of Mojave in Kern County in southern California. See “About the Soledad Mountain Project” below for more detail. GQ California is a wholly-owned California subsidiarythis summary may not contain all of the Company which ownsinformation that is important to you. You should carefully read the Soledad Project. Pursuant toentire Proxy Statement for a more complete understanding of the Transactionproposed 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 Companyfilings 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 form a new California subsidiarysell 100% of the Company, GQ Holdco, and contribute allshares of GQM US to 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), and its joint ventures, Jefferies Finance LLC (corporate lending) and Jefferies LoanCore LLC (commercial mortgage lending). Leucadia has a range of other investments in auto retail, beef processing, broadband communications, financial services, manufacturing, oil 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.Purchasers, which include 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 more of the Company’s consolidated assets; (b) an acquisition of 20% or more of 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 related 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) 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 representations 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, then 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.

If the Company conducts a rights offering, Gauss Holdings and Auvergne have agreed to backstop such offering pursuant to the Standby Commitment. 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 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, collectivelyassociated entities, under 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 closingterms of the Joint Venture. Such registration will be atShare 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 requestowner 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.

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.

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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

• 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.

Corporate Structure

The corporate relationships between the Company, its subsidiaries and its100% interest in the Soledad Project before and after closingMountain 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 Joint Venture are as follows:Transaction”.

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About the Soledad Mountain Project

The Soledad Mountain Project is a gold-silver projectmine located approximately 5 miles south of the town of Mojave in Kern County, California. The Soledad Mountain Project will useuses 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 during 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.

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 focusedno 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 advancingor before May 21, 2019.

Shareholders are advised to consult the Soledad Projectfull 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 production. Construction is being donerestructure its affairs and pursue new business opportunities. Golden Queen does not intend to liquidate following the Transaction. We will remain a reporting issuer in three phases, with Phase I having started in July 2013,the Provinces of British Columbia, Alberta, Ontario, Quebec and Phase II construction having commenced in 2014. The Company’s focus in 2013 wasthe United States. We intend to apply to list on the basic infrastructureNEX board of the Soledad Project. This included wideningTSX Venture Exchange and expect our listing on the OTCQX Best Market to be moved to a lower tier exchange of Silverthe 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 Roadcompletes 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 adding turning lanes, a dip-crossing across a flood plain, initial site gradingBoard 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 access roads and a parking lot which has now been paved, extensive site drainage work,regards to the proposed sale of GQM US. In recommending the Transaction, the Special Committee and the overland conveyor route. The Company also backfilledBoard considered and evaluated a number of vertical shafts as a safety measure. Detailed engineering continued in 2013.factors, including:

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 commitment 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.

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.

The Special Committee and the Board also considered various sourcesa variety of funding,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 Joint Venture provides a low-risk, equity-based capital structureBoard is not intended to be exhaustive. In view of the variety of factors and the amount of information considered in connection with no hedgingits evaluation of the Transaction, the Special Committee and nothe 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 covenants. In addition,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 includes Leucadia, a well-respected and credible long-term partner with a history of successful investmentsconsidered relevant (as described above under “Reasons for the Transaction”) the Special Committee unanimously determined that the Transaction, as proposed in the mining sector. ItShare Purchase Agreement, is also supported byin the Clay Group, long-term shareholders who have supportedbest interests of Golden Queen and recommended the CompanyBoard approve the Transaction, and recommend that Shareholders vote for over 20 years, showing their dedicationthe 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 Companyexecution 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 Soledad Project.board of directors and all managerial positions with Golden Queen, GQM Canada and GQM US, as applicable.

Formal Valuation and Fairness Opinion

Maxit Capital prepared

This section is subject to change based on the preparation of the Formal Valuation and Fairness Opinion each dated effective as of June 7, 2014, forreferred to in this Proxy Statement, which will be completed after April 1, 2019, upon the Special Committee. Copiestermination of the fullGo-Shop Period.

The Special Committee engaged EY to prepare and deliver the Formal Valuation and Fairness Opinion are attachedwith 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 on[♦], 2019.

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[♦], 2019. 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 as Schedule A and Schedule B, respectively.entitled “Additional Information”. Shareholders are urged to read both these documents carefullythe Formal Valuation and Fairness Opinion in theirits entirety, especially with regard to the assumptions and limitations contained in those documents. Thisthat document. The following summary is qualified by the information contained in the attachedFormal Valuation and Fairness Opinion.

QualificationsIn connection with the proposed Transaction, within the context of the requirements of MI 61-101, EY has prepared valuation under MI 61-101 and Independence of Maxit Capital

Maxit Capital is an independent advisory firm with expertise in mergers and acquisitions.a corresponding fairness opinion. The opinions expressed in theFormal Valuation and Fairness Opinion aredated and effective as of April[♦], 2019 (the “Valuation Date”) has been prepared for the opinions of Maxit Capital,Special Committee. The Formal Valuation 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 CapitalFairness Opinion has not been engagedprepared 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.

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Engagement of Maxit Capital

Maxit Capital was retainedinformation for consideration 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 valuationproposed Transaction, but does not constitute a recommendation to any party as to any course of GQ Californiaaction 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 the interestadvisory 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 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 theFormal Valuation and Fairness Opinion which fee was not contingent upon the conclusions reachedis that of EY, including approval by a committee of senior EY practitioners, experienced in theproviding valuation and fairness opinions, merger & acquisition advisory services, and other corporate transaction services.

Independence of EY

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

EY is independent of all parties to the Joint Venture. The Company also reimbursed Maxit Capital for its reasonable out-of-pocket expensesproposed Transaction in accordance with securities regulatory requirements and agreed to indemnify Maxit Capital in respect of certain liabilities that might arise out of the engagement.EY’s professional standards:

Scope of Review

In connection with preparingdeveloping the Formal Valuation and Fairness Opinion, Maxit Capital reviewedEY had discussions with the Special Committee and management of Golden Queen, and relied upon various sources ofon information as set out in the “Scope of Review” section of both the Valuationdeemed to be relevant and Fairness Opinion, andobtained from these general procedures, without independent verification, which included, among other things:others:

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.

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Assumptions and Limitations

In preparing

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 from the date of the most recently available financial statements, December 31, 2018, to the Valuation Date.

The Formal Valuation and Fairness Opinion Maxit Capital made certain assumptionshas been prepared for the specific purpose identified above and imposed certain limitations as set outis not to be used in any other context without the “Assumptions and Limitations” sectionexpress written consent of both theEY. 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 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 included, among other things:

SummaryEY 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

This Valuation was prepared in accordance with

Mineral properties can be classified into exploration, development, or producing assets. Depending on the guidelinesavailability of engineering and financial information one or more of the Investment Dealers Associationincome, market and cost approaches may be favoured. Typically, an income approach is most suitable where a well-developed life of Canada (‘‘IDA’’)mine plan and Standard No. 110financial 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 an income producing property would also be impacted as again there are no “true” comparables.

Generally, a business or asset may be valued based on the appropriate application of the Canadian Institute of Chartered Business Valuators (‘‘CICBV’’), but neitherincome, market, cost approaches and/or adjusted net assets approach. Although all these approaches may be considered in a valuation analysis, the IDA nor the CICBV was involved in the preparation or reviewnature of the Valuation.asset and the availability of data will dictate which approaches are applied. Each approach is discussed below.

The Valuation was prepared based on techniques that Maxit Capital

Selected Approaches

EY considered appropriatean income approach, in the circumstances, after considering all relevant factsparticular a discounted cash flow, and taking into account the assumptions set out in the Valuation, in ordera trading and a transaction multiples (in-situ gold equivalent ounce multiples) approach to arrive at “fairestimate a range of 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.

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