July 24, 2014
VIA: First Class Mail and EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Adam F. Turk and Mr. James
Lopez
| Re: | Responses to the Securities and Exchange Commission | |
| Staff Comments dated July 23, 2014, regarding | ||
| Golden Queen Mining Co. Ltd. | ||
| Preliminary Proxy Statement on Schedule 14A | ||
| Filed June 24, 2014 | ||
| File No. 000-21777 |
Gentlemen:
Golden Queen Mining Co. Ltd. (the “Company”) hereby respectfully submits this letter related to the above-referenced preliminary proxy statement on Schedule 14A (the “Proxy Statement”) as filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2014 (File No. 000-21777). On July 10, 2014, the staff issued a comment letter with respect to the Proxy Statement (the “July 10 Letter”), and the Company provided responses to the July 10 Letter on July 15, 2014 (the “July Response”). This letter is a response to the staff’s comments set forth in the July 23, 2014 comment letter. For your convenience, the staff’s comments are included below and we have numbered our responses accordingly.
Our responses are as follows:
General
Staff Comment No. 1.
We note your response to prior comment 1. We also note disclosure on page 1 indicating that the value of the consideration to be received in connection with the Transaction Agreement and conversion of the wholly-owned California subsidiary into a partially-owned limited liability company exceeds a certain percentage of your market capitalization. It is still unclear why you believe a fee is not required per Rule 0-11(c). Please advise.
Golden Queen Mining Co. Ltd.’s Response:
The Company has filed an amendment to its Schedule 14A to include a fee table and has concurrently paid the filing fee.
July 24, 2014
Page 2
Deliberations of the Special Committee, page 20
Staff Comment No. 2.
Please revise to address the information provided in response to prior comment 3.
Golden Queen Mining Co. Ltd.’s Response:
The Company has added disclosure under the “Deliberations of the Special Committee” to describe alternatives to the joint venture considered by the Special Committee as set forth in the Company’s response to Comment No. 3 in the Staff’s July Letter.
In addition the Company has included the disclosure proposed in the Company’s response to Comment No. 2 in the Staff’s July Letter.
* * * * *
Golden Queen Mining Co. Ltd. hereby acknowledges that:
If you should have any questions regarding the Proxy Statement or our response letter, please do not hesitate to contact our legal counsel in relation to this matter, Dorsey & Whitney LLP, Kenneth G. Sam at 303-629-3445.
| Sincerely, | |
| Golden Queen Mining Co. Ltd. | |
| /s/ H. Lutz Klingmann | |
| H. Lutz Klingmann | |
| President and Chief Executive Officer |
cc: Kenneth G. Sam, Dorsey & Whitney LLP
