SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 27)^*

Golden Queen Mining Co. Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

38115J100

(CUSIP Number)

Thomas M. Clay

Estate of Landon Thomas Clay

Brian James

Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009

Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016

c/o East Hill Management Company, LLC

70 Main Street, Suite 300

Peterborough, NH 03458

United States of America

(603) 371-9032

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 4, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 14 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 27 to Schedule 13D (this “Amendment”) is being filed by the undersigned to amend and restate the disclosures contained in the Schedule 13D originally filed on June 2, 2006 by Mr. Landon T. Clay, as amended by a Schedule 13D/A filed on February 2, 2010 by Mr. Landon T. Clay and Mr. Thomas M. Clay, as amended by those certain Schedules 13D/A filed on April 16, 2010, June 16, 2010, February 10, 2011, April 12, 2011, October 14, 2011, and February 9, 2012, as amended by a Schedule 13D/A filed on April 25, 2012 by Mr. Landon T. Clay, Mr. Thomas M. Clay and the LTC Trust, as amended by those certain Schedules 13D/A filed on July 16, 2012, October 26, 2012, February 21, 2013, March 27, 2013, May 2, 2013, July 30, 2013, July 31, 2013, December 10, 2013, March 26, 2014, June 18, 2014, July 25, 2014, January 15, 2015, and August 13, 2015, as amended by a Schedule 13D/A filed on December 31, 2015 by Mr. Landon T. Clay, Mr. Thomas M. Clay, the LTC Trust and Mr. Brian James, as amended by a Schedule 13D/A filed on January 27, 2016 by Mr. Landon T. Clay, Mr. Thomas M. Clay, the LTC Trust, Mr. Brian James and the 2016-2 GRAT, as amended by a Schedule 13D/A filed on August 4, 2016, as amended by a Schedule 13D/A filed on December 2, 2016 by Mr. Landon T. Clay, Mr. Thomas M. Clay, the LTC Trust, Mr. Brian James, the 2016-2 GRAT and Mr. Richard T. Clay, and as amended by a Schedule 13D/A filed on February 3, 2017. This Amendment is being filed to update the beneficial holdings of each of the undersigned (i) following the death of Mr. Landon T. Clay on July 29, 2017 and, consequently, to reflect the removal of Mr. Landon T. Clay as a Reporting Person and the deemed beneficial ownership by the Estate of more than 5% of the outstanding shares of Common Stock, (ii) following the delegation of Mr. Richard T. Clay’s authority to vote and dispose of the shares of Common Stock of Golden Queen as trustee of the LTC Trust and the CF Trust and, consequently, to reflect the removal of Mr. Richard T. Clay as a Reporting Person and (iii) to reflect certain other changes in the facts set forth in this Schedule 13D. The Estate, Mr. Thomas M. Clay, the LTC Trust, Mr. Brian James and the 2016-2 GRAT are hereinafter referred to as the “Reporting Persons”.

Item 1. Security and Issuer.

This Amendment relates to the Common Stock of Golden Queen. The principal executive office of the Company is 6411 Imperial Ave., West Vancouver, BC V7W 2J5.

Item 2. IdentiTy and Background.

“Item 2. Identity and Background” of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)         This statement is being filed by the Estate, Mr. Thomas M. Clay, Mr. Brian James, the LTC Trust and the 2016-2 GRAT as Reporting Persons.

(b)         The business address for each Reporting Person is c/o East Hill Management Company, LLC, 70 Main Street, Suite 300, Peterborough, NH 03458, United States of America.

(c)        Mr. Thomas M. Clay is a Vice President and the sole manager of East Hill, and Mr. Brian James is a Vice President of East Hill. Mr. Thomas M. Clay is also the Chairman and Chief Executive Officer of Golden Queen and the President of LTC Corporation. The address of East Hill is 70 Main Street, Suite 300, Peterborough, NH 03458, United States of America, and the address of LTC Corporation is #610, 400 5th Avenue S.W., Calgary, Alberta, Canada.

(d)        None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding.

(e)         None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)         Each of Reporting Persons is either a citizen of, or domiciled in, the United States of America.

SCHEDULE 13D

Item 3. Source and Amount of Funds or Other Consideration.

“Item 3. Source and Amount of Funds or Other Consideration” of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

The Reporting Persons acquired the shares of Common Stock by purchase through their personal assets or by gift or as otherwise described below.

Estate of Landon Thomas Clay

The Estate acquired its shares of Common Stock upon the death of Mr. Landon T. Clay on July 29, 2017. Mr. Landon T. Clay originally acquired his shares of Common Stock by purchases through his personal assets, by gifts, through private placements, through the exercise of warrants, through the conversion of notes and as part of a partnership distribution from a limited partnership of which Mr. Landon T. Clay was a limited partner.

Mr. Thomas M. Clay

Between 1997 and 2013, Mr. Thomas M. Clay received an aggregate of 1,505,680 shares of Common Stock through various gifts from family trusts and family members and through a distribution from a mutual fund.

On January 28, 2009, Mr. Thomas M. Clay was granted options to purchase an aggregate of 300,000 shares of Common Stock at an exercise price of $0.26 CAD per share (the “2009 Options”). On October 28, 2013, Mr. Thomas M. Clay exercised the 2009 Options in full.

On September 8, 2015, Mr. Thomas M. Clay was granted options to purchase an aggregate of 107,500 shares of Common Stock at an exercise price of $0.58 CAD per share (the “2015 Options”). The 2015 Options are exercisable at any time and will expire on September 8, 2020.

On November 30, 2016, Mr. Thomas M. Clay was granted options to purchase an aggregate of 100,000 shares of Common Stock at an exercise price of $0.66 USD per share (the “2016 Options”). 33,333 of the 2016 Options have vested, and the remaining 66,667 of the 2016 Options will vest in equal installments on the second and third anniversaries of the date of grant, with regular acceleration provisions upon a change of control. The 2016 Options will expire on November 30, 2021.

On June 30, 2017, Mr. Thomas M. Clay was appointed as the sole manager of East Hill.

On October 20, 2017, Mr. Thomas M. Clay was granted options to purchase an aggregate of 250,000 shares of Common Stock at an exercise price of $0.29 USD per share (the “2017 Options”). The 2017 Options will vest in equal one-third installments on the first, second and third anniversaries of the date of grant, with regular acceleration provisions upon a change of control. The 2017 Options will expire on November 30, 2022.

Mr. Thomas M. Clay is the sole trustee of the 2016-2 GRAT and may be deemed to beneficially own the 10,163,295 shares of Common Stock held by the 2016-2 GRAT (the “GRAT Shares”). Mr. Thomas M. Clay disclaims beneficial ownership of the GRAT Shares.

Mr. Thomas M. Clay is a trustee of, and has a remainder beneficial interest in the assets held by each of, the Trusts.

On November 21, 2017, Mr. Thomas M. Clay was appointed President of LTC Corporation. Mr. Thomas M. Clay disclaims beneficial ownership of the 26,114 shares of Common Stock owned by LTC Corporation.

On December 4, 2017, Mr. Thomas M. Clay was appointed the executor of the Estate. Mr. Thomas M. Clay disclaims beneficial ownership of the 6,889,107 shares of Common Stock owned by the Estate.

SCHEDULE 13D

Mr. Brian James

On December 18, 2015, Mr. Brian James was appointed as a trustee of each Trust. Mr. Brian James is also a trustee of the Monadnock Trust. Through his appointment as a trustee of the Trusts and the Monadnock Trust, Mr. Brian James may be deemed to beneficially own the shares of Common Stock held by the Trusts and the Monadnock Trust. Mr. Brian James disclaims beneficial ownership of the shares of Common Stock held by Arctic Coast, the Trusts and the Monadnock Trust.

The Trusts

On June 8, 2015, pursuant to the Amended and Restated Term Loan Agreement, dated June 8, 2015, by and among the Company, the Trusts and the other parties thereto (the “Amended and Restated Term Loan Agreement”), the LTC Trust and the CF Trust acquired warrants to purchase up to 5,967,000 and 1,533,000 shares of Common Stock, respectively (the “2015 Warrants”). The 2015 Warrants are exercisable beginning December 8, 2015 and will expire on June 8, 2020.

On November 21, 2016, pursuant to the Second Amended and Restated Term Loan Agreement, dated November 21, 2016, by and among the Company, the Trusts and the other parties thereto (the “Second Amended and Restated Term Loan Agreement”), the LTC Trust and the CF Trust acquired warrants to purchase up to 4,773,600 and 1,226,400 shares of Common Stock, respectively (the “2016 Warrants”). The 2016 Warrants are exercisable beginning November 21, 2016 and will expire on November 21, 2021.

Messrs. Thomas M. Clay and Brian James are each a trustee of each of the Trusts, and Mr. Thomas M. Clay has a remainder beneficial interest in the assets held by the Trusts. Mr. Brian James may be deemed to beneficially own the shares of Common Stock held by the Trusts, but he disclaims beneficial ownership of such shares of Common Stock.

2016-2 GRAT

On January 14, 2016, Mr. Landon T. Clay transferred an aggregate of 17,047,739 shares of Common Stock into the 2016-2 GRAT for estate planning purposes. The transfer was made as a gift to the 2016-2 GRAT without payment or receipt of any consideration by Mr. Landon T. Clay or the 2016-2 GRAT. On January 24, 2017, Mr. Landon T. Clay transferred an aggregate of 6,884,444 shares of Common Stock from the 2016-2 GRAT to himself in satisfaction of the annuity payment required by the terms of the 2016-2 GRAT. Mr. Thomas M. Clay is the sole trustee of the 2016-2 GRAT and has the power to vote the shares of Common Stock held by the 2016-2 GRAT. Mr. Thomas M. Clay disclaims beneficial ownership of the shares of Common Stock owned by the GRAT.

Item 4. Purpose of Transaction.

“Item 4. Purpose of Transaction” of the Schedule 13D is hereby amended by adding the following after the last paragraph thereof:

All of the shares of Common Stock beneficially owned by the Reporting Persons and reported in this Amendment were acquired for investment purposes. The shares of Common Stock that Mr. Thomas M. Clay may be deemed to own beneficially are held for investment purposes, but, as the Chairman of Company’s Board of Directors and Chief Executive Officer of the Company, Mr. Thomas M. Clay may have influence over the corporate activities of the Company, including activities that would relate to, or result in any of the actions enumerated in the instructions for the completion of Item 4 of this Amendment.

The Company commenced a rights offering (the “Rights Offering”) to its shareholders. The LTC Trust, together with an affiliate of Mr. Jonathan Clay, who is a cousin of Mr. Thomas M. Clay, have entered into that certain Standby Guarantee Agreement, dated as of November 10, 2017, with the Company (the “Standby Agreement”) pursuant to which such entities have agreed with the Company, subject to the terms and provisions of the Standby Agreement, to purchase all of the Standby Shares (as defined in the Standby Agreement).

SCHEDULE 13D

Item 5. Interest in Securities of the Issuer.

“Item 5. Interest in Securities of the Issuer” of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)         According to the Company’s Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 14, 2017, 111,148,683 shares of Common Stock were outstanding as of November 14, 2017.

Mr. Landon T. Clay died on July 29, 2017. Mr. Landon T. Clay was the father of Mr. Thomas M. Clay.

The Estate may be deemed to own beneficially an aggregate of 6,889,107 shares of Common Stock, which constitute 6.2% of such class of securities. This total includes (i) 6,884,444 shares of Common Stock held in the name of the Estate and (ii) 4,663 shares of Common Stock held in an individual retirement account in the name of Mr. Landon T. Clay.

Mr. Thomas M. Clay may be deemed to own beneficially an aggregate of 34,677,268 shares of Common Stock, which constitute 27.8% of such class of securities. This total includes (i) 1,806,400 shares of Common Stock held directly by Mr. Thomas M. Clay, (ii) 140,833 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable options of the Company held directly by Mr. Thomas M. Clay, (iii) 6,889,107 shares of Common Stock held by the Estate, for which Mr. Thomas M. Clay is the executor, (iv) 26,114 shares of Common Stock held by LTC Corporation, for which Mr. Thomas M. Clay is President, and (v) 10,163,295 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the 2016-2 GRAT, for which Mr. Thomas M. Clay is the sole trustee. Mr. Thomas M. Clay disclaims beneficial ownership of the shares of Common Stock held by the Estate, the LTC Corporation and the 2016-2 GRAT. This total also include (i) 807,250 shares of Common Stock held by Arctic Coast, for which Mr. Thomas M. Clay is a director, (ii) 1,344,269 shares of Common Stock held by the Monadnock Trust, for which East Hill is the investment manager, (iii) 10,740,600 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the LTC Trust, for which Mr. Thomas M. Clay is a trustee and (iv) 2,759,400 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the CF Trust, for which Mr. Thomas M. Clay is a trustee and has a residual beneficial interest. The CF Trust holds a 50% beneficial interest of the shares of Common Stock held by Arctic Trust, and Mr. Thomas M. Clay therefore disclaims beneficial ownership of 50% of the shares of Common Stock held by Arctic Coast. Mr. Thomas M. Clay is the sole manager of East Hill.

Mr. Brian James may be deemed to own beneficially an aggregate of 15,651,519 shares of Common Stock, which constitute 12.6% of such class of securities. This total includes (i) 1,344,269 shares of Common Stock held by the Monadnock Trust, for which Mr. Brian James is a trustee, (ii) 10,740,600 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the LTC Trust, for which Mr. Brian James is a trustee, (iii) 2,759,400 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the CF Trust, for which Mr. Brian James is a trustee, and (iv) 807,250 shares of Common Stock held by Arctic Coast, which is deemed to be beneficially owned by the CF Trust. Mr. Brian James disclaims beneficial ownership of the shares of Common Stock held by Arctic Coast, the Monadnock Trust and the Trusts.

The LTC Trust beneficially owns an aggregate of 10,740,600 shares of Common Stock issuable upon the exercise of warrants held by the LTC Trust, which constitute 8.8% of such class of securities.

The 2016-2 GRAT beneficially owns an aggregate of 10,163,295 shares of Common Stock, which constitute 9.1% of such class of securities.

(b)       

(i)       

SCHEDULE 13D

(A)       The Estate has sole voting and dispositive power of 6,889,107 shares of Common Stock.

(B)       Mr. Thomas M. Clay has sole voting and dispositive power of 19,025,749 shares of Common Stock, including 140,833 shares of Common Stock issuable upon the exercise of options.

(C)       Mr. Brian James has sole voting and dispositive power of 0 shares of Common Stock.

(D)       The LTC Trust has sole voting and dispositive power of 10,740,600 shares of Common Stock.

(E)       The 2016-2 GRAT has sole voting and dispositive power of 10,163,295 shares of Common Stock.

(ii)

(A)       The Estate may be deemed to share voting and dispositive power over 0 shares of Common Stock.

(B)       Mr. Thomas M. Clay may be deemed to share voting and dispositive power over 15,651,519 shares of Common Stock, including (i) 807,250 shares of Common Stock held by Arctic Coast, for which Mr. Thomas M. Clay is a director, (ii) 1,344,269 shares of Common Stock held by the Monadnock Trust, for which East Hill is the investment manager, (iii) 10,740,600 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the LTC Trust, for which Mr. Thomas M. Clay is a trustee, and (iv) 2,759,400 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the CF Trust, for which Mr. Thomas M. Clay is a trustee and holds a residual beneficial interest. The CF Trust holds a 50% beneficial interest of the shares of Common Stock held by Arctic Trust, and Mr. Thomas M. Clay therefore disclaims beneficial ownership of 50% of the shares of Common Stock held by Arctic Coast. Mr. Thomas M. Clay is the sole manager of East Hill.

(C)       Mr. Brian James may be deemed to share voting and dispositive power over 15,651,519 shares of Common Stock, including (i) 1,344,269 shares of Common Stock held by the Monadnock Trust, for which Mr. Brian James is a trustee, (ii) 10,740,600 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the LTC Trust, for which Mr. Brian James is a trustee, (iii) 2,759,400 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the CF Trust, for which Mr. Brian James is a trustee, and (iv) 807,250 shares of Common Stock held by Arctic Coast, which is deemed to be beneficially owned by the CF Trust. Mr. Brian James disclaims beneficial ownership of the shares of Common Stock held by Arctic Coast, the Monadnock Trust and the Trusts.

(D)       The LTC Trust has shared voting and dispositive power of 0 shares of Common Stock.

(E)       The 2016-2 GRAT has shared voting and dispositive power of 0 shares of Common Stock.

(c)         On November 21, 2017, Mr. Thomas M. Clay was appointed President of LTC Corporation. Mr. Thomas M. Clay disclaims beneficial ownership of the 26,114 shares of Common Stock owned by LTC Corporation. On December 4, 2017, Mr. Thomas M. Clay was appointed the executor of the Estate. Mr. Thomas M. Clay disclaims beneficial ownership of the 6,889,107 shares of Common Stock owned by the Estate.

SCHEDULE 13D

(d)         Inapplicable.

(e)         Mr. Landon T. Clay, as a result of his death, ceased to be a Reporting Person on July 29, 2017. Mr. Richard T. Clay, as a result of delegating his authority to vote and dispose of shares of Common of Golden Queen as trustee of the LTC Trust and the CF Trust, ceased to be a Reporting Person on December 28, 2017.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

“Item 6. Purpose of Transaction” of the Schedule 13D is hereby amended by adding the following after the last paragraph thereof:

The Company has commenced a Rights Offering. The LTC Trust, together with an affiliate of Mr. Jonathan Clay, who is a cousin of Mr. Thomas M. Clay, have entered into the Standby Agreement pursuant to which such entities have agreed with the Company, subject to the terms and provisions of the Standby Agreement, to purchase all of the Standby Shares (as defined in the Standby Agreement).

Item 7. Material to be Filed as Exhibits

SCHEDULE 13D

__________

*Included as an exhibit to the Schedule 13D/A filed on February 2, 2010.

**Included as an exhibit to the Schedule 13D/A filed on April 25, 2012.

***Included as an exhibit to the Schedule 13D/A filed on June 18, 2014.

**** Included as an exhibit to the Schedule 13D/A filed on December 18, 2015.

***** Included as an exhibit to the Schedule 13D/A filed on January 27, 2016.

****** Included as an exhibit to the Schedule 13D/A filed on December 2, 2016.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 13

Joint Filing Agreement

In accordance with Rule 13d-1(k)(10) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock of Golden Queen Mining Company, Ltd. is being filed with the Securities and Exchange Commission on behalf of each of them.

Exhibit 14

STANDBY GUARANTEE AGREEMENT

THIS AGREEMENT made as of the 10^th day of November, 2017.

BETWEEN:

GOLDEN QUEEN MINING CO. LTD., a company existing under the laws of the Province of British Columbia

(the “Company”)

AND:

LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009

(the “Clay 2009 Trust”)

AND:

THE MASTERS 1, LLC

(the “Masters 1”)

(Masters 1 together with the Clay 2009 Trust are the “Standby Guarantors”)

WHEREAS:

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINITIONS

In this Agreement, including the Recitals hereto:

Additional Subscription Privilege has the meaning given in Section 2.2;

Basic Subscription Privilege has the meaning given in Section 2.1;

Business Day means any day, other than a Saturday or a Sunday, upon which banks are open for business in the City of Vancouver, British Columbia;

Closing has the meaning given in Section 8.1;

Closing Date means that day which falls two (2) Business Days following the Rights Expiry Date or such earlier date after the Rights Expiry Date as is practicable and as agreed between the Company and the Standby Guarantors;

Closing Time has the meaning given in Section 8.1 of this Agreement;

Commissions means the provincial and territorial securities commissions or other regulatory authorities in the Filing Jurisdictions;

Common Shares means the common shares in the capital of the Company;

Disclosure Record means all prospectuses, information circulars, annual information forms, financial statements, management's discussion and analysis, material change reports and other public documents filed by or with respect to the Company with applicable Commissions;

EDGAR means the Electronic Data Gathering, Analysis and Retrieval system (EDGAR);

Effective Date has the meaning given in Section 2.1;

Exchange means the Toronto Stock Exchange;

Filing Jurisdictions means the provinces of British Columbia, Alberta and Ontario (with respect to the filing of the Prospectus) and the United States (with respect to the filing of a Registration Statement with the SEC);

Final Prospectus means the final short form prospectus to be filed by the Company with the Commissions to qualify the distribution of the Rights, the Rights Shares and the Standby Shares pursuant to the Rights Offering, as amended by any Prospectus Amendment to the Final Prospectus;

Financial Statements means the Company’s audited consolidated financial statements, the notes thereto and the auditor's report thereon for the years ended December 31, 2016 and 2015 with the notes thereto;

Governmental Entity means any:

Indemnified Party has the meaning given in section 10.2(a) of this Agreement;

Indemnifying Party has the meaning given in section 10.2(a) of this Agreement;

Laws means any and all applicable laws including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, instruments, policies, guidelines, and general principles of common law and equity, binding on or affecting the Person referred to;

Material Adverse Change means any change, development, event or occurrence with respect to the business, condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), capital, cash flow, operations, or results of operations of the Company and its subsidiaries on a consolidated basis, that is, or would reasonably be expected to be, material and adverse to the Company and its subsidiaries on a consolidated basis;

Material Change has the meaning given in the Securities Act;

Misrepresentation means:

NI 41-101 means National Instrument 41-101 – General Prospectus Requirements of the Canadian Securities Administrators;

Non-Qualifying Jurisdiction means any jurisdiction other than the Qualifying Jurisdictions;

Offering Date has the meaning given in Section 2.1;

Order means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Entity or by any arbitrator;

Person means an individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, association, trust, estate, custodian, trustee, executor, administrator, nominee or other entity or organization, including (without limitation) a Governmental Entity or political subdivision or an agency or instrumentality thereof;

Preliminary Prospectus means the preliminary short form prospectus to be filed with the Commissions to qualify the distribution of the Rights, the Rights Shares and the Standby Shares issuable upon exercise of the Rights pursuant to the Rights Offering;

Prospectus means, collectively, the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment;

Prospectus Amendment means any amendment to the Preliminary Prospectus or the Final Prospectus;

Qualifying Jurisdictions means the Filing Jurisdictions, except for the States of Arizona, Arkansas, California, Minnesota, Ohio and Wisconsin and such other jurisdictions outside Canada and the United States where it is lawful to mail the Final Prospectus and Registration Statement, as applicable, and the certificates representing the Rights to Shareholders resident therein;

Record Date means the record date for the purpose of the Rights Offering that will be established by the Company in accordance with Securities Laws and set out in the Final Prospectus;

Regulatory Authorities means the Commissions, the SEC and the Exchange;

Registration Rights Agreement has the meaning given in Section 3.4 of this Agreement;

Registration Statement means a registration statement of the Company on Form S-3 or such other form as may be available to the Company at the time of filing to cover the issuance of Common Shares upon exercise of the Rights under the U.S. Securities Act;

Rights means the transferable rights that will be distributed to each Shareholder on the Record Date to subscribe for Rights Shares at the Subscription Price under the Rights Offering;

Rights Expiry Date has the meaning given in section 2.1 of this Agreement;

Rights Expiry Time means 5:00 p.m. (Vancouver time) on the Rights Expiry Date;

Rights Offering means the offering by the Company of the Rights undertaken in accordance with Article 2;

Rights Shares means the Common Shares which may be issued on exercise of the Rights;

SEC means the United States Securities and Exchange Commission or any successor agency thereto;

Securities means the Rights, the Rights Shares, and the Standby Shares;

Securities Act means the Securities Act (British Columbia);

Securities Laws means all applicable securities Laws of each of the Qualifying Jurisdictions, the U.S. Securities Act and the applicable rules of the Exchange;

SEDAR means the System for Electronic Document Analysis and Retrieval (SEDAR) as further described in National Instrument 13-101 – System for Electronic Document Analysis and Retrieval (SEDAR) of the Canadian Securities Administrators;

Shareholder means a holder of record of Common Shares of the Company;

Standby Guarantee has the meaning given in Section 3.1 of this Agreement;

Standby Guarantors has the meaning given on the cover page of this Agreement;

Standby Purchaser Fee has the meaning given in Section 3.5 of this Agreement;

Standby Shares means 100% of the Rights Shares which remain unsubscribed for by holders of Rights on the Rights Expiry Date under the Rights Offering;

Subscription Price has the meaning given in Section 2.1;

U.S. Securities Act means the United States Securities Act of 1933, as amended; and

United States means the United States of America, its territories and possessions, each State of the United States and the District of Columbia.

The division of this Agreement into articles, sections, paragraphs and clauses and the provision of headings are for the convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereunder” and similar expressions refer to this Agreement as a whole and not to any particular article, section, paragraph, clause or other portion of this Agreement and include any agreement or instrument supplemental or ancillary to this Agreement. Unless something in the subject matter or context is inconsistent therewith, references in this Agreement to articles, sections, paragraphs or clauses are to articles, sections, paragraphs or clauses of this Agreement.

Words importing the singular number only will include the plural and vice versa, words importing any gender will include all genders.

Unless otherwise specifically stated, all references to dollars and cents in this Agreement are to the lawful currency of the United States.

This Agreement will be governed by, interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereby unconditionally and irrevocably submits to the nonexclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising out of this Agreement.

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions of this Agreement will continue in full force and effect. The parties to this Agreement agree to negotiate in good faith a substitute provision which will be as close as possible to the intention of any invalid or unenforceable provision as may be valid or enforceable. The invalidity or unenforceability of any provision in any particular jurisdiction will not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.

Any reference to a statute, act or law will include and will be deemed to be a reference to such statute, act or law and to the regulations, instruments and policies made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute, act or law that may be passed which has the effect of supplementing or superseding such statute, act or law so referred to.

ARTICLE 2

CONDUCT OF THE RIGHTS OFFERING

Pursuant to the Rights Offering, the Company will issue on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one (1) Right for each Common Share held. One (1) Right will entitle the holder to purchase, at the election of such holder, that number of Common Shares equal to the quotient of the Rights Shares divided by 111,148,683 (the “Basic Subscription Privilege”) at a price per Rights Share equal to 75% of the market price of the Common Shares determined in accordance with Exchange rules (the “Subscription Price”). The Rights Offering will remain open for a period of 30 calendar days following the date that the SEC declares the Registration Statement effective under the U.S. Securities Act (the “Effective Date”), subject to a maximum exercise period of 90 days from the issuance date of the Rights (the “Rights Expiry Date”), provided that if the Effective Date does not occur at least 21 days prior to 90 days from the issuance date of the Rights, then the Rights Expiry Date will be the Effective Date. Each such Right will be non-transferable and non-exchangeable, and may not be exercised to acquire Rights Shares, prior to and including the Effective Date, and will thereafter be transferable, exchangeable and exercisable to acquire Rights Shares up to and including the Rights Expiry Date.

Pursuant to Securities Laws, each holder of Rights who has exercised in full the Basic Subscription Privilege attaching to such holder’s Rights, will be entitled, on a pro rata basis (based on the number of Rights which it exercised under the Basic Subscription Privilege as a proportion of all Rights exercised under the Basic Subscription Privilege), to subscribe for additional Rights Shares at the Subscription Price, to the extent that other holders of Rights do not exercise all of their Rights under the Basic Subscription Privilege (the “Additional Subscription Privilege”)

The completion of the purchase of Rights Shares pursuant to the Basic Subscription Privilege and the Additional Subscription Privilege by each Rights holder will occur at the time, and in the manner set forth in the Final Prospectus, and in the event of any conflict between the provisions of this Agreement and the provisions of the Final Prospectus, the provisions of the Final Prospectus will prevail.

ARTICLE 3

STANDBY GUARANTEE

In order to guarantee that at least US$25,000,000 worth of Rights are exercised on the Closing Date, each of the Standby Guarantors will purchase, at the Subscription Price, the proportionate share of the Standby Shares up to the maximum amounts set forth below within two Business Days after the Rights Expiry Date (the “Standby Guarantee”):

The obligations of the Standby Guarantors pursuant to this Section 3.1 will be several (as distinguished from joint and joint and several) obligations of each Standby Guarantor, and will terminate upon the termination of this Agreement for any reason. In the event that a Standby Guarantor either defaults on its obligation pursuant to this Section 3.1 or terminates its obligations under this Agreement pursuant to Section 9.2, the Company cannot obligate the other Standby Guarantors to exercise the Standby Guarantee of the defaulting or terminating Standby Guarantor and no Standby Guarantor will be liable to the Company with respect to a default by another Standby Guarantor. If one or more of the Standby Guarantors fails to purchase its or their proportionate share of the Standby Shares at the Closing Time the other Standby Guarantor(s) will have the right, but will not be obligated, to purchase on a pro-rata basis (or in such other proportion as the remaining Standby Guarantors may mutually agree) all, but not less than all, of the Standby Shares not purchased by the defaulting Standby Guarantor(s).

Subject to and in accordance with the terms of this Agreement, on the Closing Date, each of the Standby Guarantors will pay in immediately available funds by wire transfer to an account designated by the Company, or by certified cheque payable to the Company or its counsel, the aggregate Subscription Price that is payable for the Standby Shares to be purchased by such Standby Guarantor hereunder, and the Company will issue the Standby Shares to such Standby Guarantor and deliver the certificate(s) representing the Standby Shares as soon as practicable thereafter, but in any event within two Business Days following the Closing Date.

Each of the Standby Guarantors will provide to the Company such evidence as may be required by the applicable Regulatory Authorities that the Guarantor has the financial ability to carry out the “stand-by commitment” (as defined under NI 41-101) constituted by this Agreement, as required under Part 8A of NI 41-101.

Subject to the terms of the Amended and Restated Registration Rights Agreement dated June 8, 2015 between the 2009 Trust, EHT, LLC, Harris Clay, The Clay Family 2009 Irrevocable Trust Dated April 14, 2009 and the Company (as may be subsequently amended, modified or supplemented, the “Registration Rights Agreement”), each of the Standby Guarantors agrees to sell the Standby Shares only in accordance with all applicable Securities Laws, and not to sell or distribute, directly or indirectly, the Standby Shares in such a manner as to:

In consideration for the Standby Guarantee, the Company has agreed to pay at the Closing to the Standby Guarantors, in immediately available funds by wire transfer to one or more accounts designated by the Standby Guarantors, a fee (the “Standby Purchaser Fee”) equal to 3.0% of the aggregate Subscription Price for the maximum number of Rights Shares that would be issued pursuant to the Rights Offering if all of the Rights were exercised, less that number of Rights which are issued in respect of Common Shares: (a) owned by the Standby Guarantors; and (b) directly or indirectly owned or over which investment control is exercised by Thomas M. Clay or Jonathan C. Clay (the shareholders thereof being collectively referred to as the “Excluded Shareholders”).

The Stand-by Fee will be paid to each of the Standby Guarantors in the same proportion as the percentage of the Standby Guarantee for which each is responsible, as set forth in Section 3.1

The Company agrees to amend the Registration Rights Agreement on or before the Closing Time to cover (i) the warrants (and the securities issuable thereunder) issued pursuant to the Second Amended and Restated Term Loan Agreement dated as of November 21, 2016, by and among the Company and the other parties thereto, and (ii) the Rights Shares acquired in the Rights Offering by the Standby Guarantors and their affiliates, and (iii) the Standby Shares acquired in this Rights Offering by the Standby Guarantors and their affiliates.

The Standby Guarantors each represent and warrant that they intend (but are not legally obligated) to exercise in full their Rights prior to the Rights Expiry Time.

ARTICLE 4

COVENANTS

Subject to and in accordance with the terms of this Agreement, the Company agrees with the Standby Guarantors that:

ARTICLE 5

MATERIAL CHANGES

If, prior to the Rights Expiry Date, there is any change in the Securities Laws that, in the opinion of the Standby Guarantors, acting reasonably, requires the filing of a Prospectus Amendment, the Company will, to the satisfaction of the Standby Guarantors, acting reasonably, promptly prepare and file such Prospectus Amendment with the applicable Regulatory Authorities.

If a Material Change occurs after the date of filing of the Final Prospectus with the applicable Regulatory Authorities and prior to the Closing Date, then, subject to Article 8, the Closing Date will be, unless the Company and the Standby Guarantors otherwise agree in writing, the later of the previously scheduled Closing Date and the sixth Business Day following the date on which all applicable filings or other requirements of the Securities Laws with respect to such Material Change have been complied with in all Qualifying Jurisdictions and any appropriate documents obtained for such filings and notice of such filings from the Company or the Company's counsel have been received by the Guarantors. For greater certainty, under no circumstances will the exercise period for the Rights Offering exceed ninety (90) days.

ARTICLE 6

WARRANTIES AND REPRESENTATIONS OF THE COMPANY

The Company warrants and represents to each of the Standby Guarantors that:

All representations and warranties of the Company contained in this Agreement will survive the completion of the purchase of Standby Shares by the Standby Guarantors and will continue in full force and effect for a period of two years despite any investigation, inquiry or other steps which may be taken by or on behalf of the Standby Guarantors.

The Company will notify the Standby Guarantors forthwith if it becomes aware of a fact or circumstance which has caused or would be reasonably likely to cause a representation or warranty set out in this Article 6 to become untrue, inaccurate or misleading at any time (by reference to circumstances subsisting at that time) before the Closing Date. Within two Business Days following the date that the SEC declares the Registration Statement effective under the U.S. Securities Act, the Company will notify the Standby Guarantors of such effectiveness.

ARTICLE 7

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE STANDBY GUARANTORS

Each of the Standby Guarantors severally, and not jointly (or jointly and severally), represents and warrants to the Company that:

If required under applicable Laws or Securities Laws or under the rules and policies of the Exchange, each Standby Guarantor will use commercially reasonable efforts to assist the Company to execute, deliver and file such required reports and such other required documents with respect to the issue of the Rights, the Rights Shares and the Standby Shares, provided that the Company acknowledges and agrees that it has not engaged the Standby Guarantors to act as underwriters (as defined under applicable Securities Laws) and none of the Standby Guarantors will be required to sign a certificate in the Prospectus in that capacity or any other capacity.

All representations and warranties of each party contained in this Agreement or contained in any document delivered pursuant to this Agreement or in connection with the Rights Offering contemplated in this Agreement will survive the completion of the purchase of Securities by the Standby Guarantors and will continue in full force and effect for a period of two years despite any investigation, inquiry or other steps which may be taken by or on any party’s behalf.

The Standby Guarantors will notify the Company forthwith if it becomes aware of a fact or circumstance which has caused or would be reasonably likely to cause a representation or warranty set out in this Article 7 to become untrue, inaccurate or misleading at any time (by reference to circumstances subsisting at that time) before the Closing Date.

ARTICLE 8

CLOSING AND CONDITIONS

The closing of the purchase by the Standby Guarantors and sale by the Company of the Standby Shares to be purchased by the Standby Guarantors hereunder (the “Closing”) will be completed at the office of Morton Law LLP at 4:00 p.m. (Vancouver time) (the “Closing Time”) on the Closing Date or at such other time and/or on such other date and/or at such other place as the Company and each of the Standby Guarantors may agree upon in writing. On such date, and upon payment being made by the Standby Guarantors for the Standby Shares in accordance with Section 3.3, the Company will issue, and thereafter deliver as soon as practicable, to the Standby Guarantors certificates representing the Standby Shares, registered in the name of the Standby Guarantor or one or more designee of the Standby Guarantor, as applicable.

The obligation of the Standby Guarantors to complete the transactions set out in this Agreement is subject to the following conditions being satisfied in full, to the satisfaction of each of the Standby Guarantors acting separately:

The obligation of the Standby Guarantors and the Company to complete the transactions set out in this Agreement is subject to the following conditions being satisfied in full, to the satisfaction of each of the Standby Guarantors and the Company acting separately (each of which may only be waived by mutual consent):

The Company agrees that the conditions contained in Section 8.2 and 8.3 will be complied with so far as such conditions relate to acts to be performed or to be caused to be performed by the Company and that it will use its commercially reasonable efforts to cause such conditions to be complied with.

Provided that the Company has used commercially reasonable efforts to comply with (or cause to be complied with) such conditions, the Company's obligation to complete the transactions set out in this Agreement is subject to the condition being satisfied in full that each of the Standby Guarantors will have performed or complied with, in all material respects, each of its terms, conditions and covenants contained in this Agreement and each of its representations and warranties will be true and correct as of the Closing Time with the same force and effect as if made at and as of such time.

ARTICLE 9

TERMINATION

The Company will be entitled, at any time and in its sole discretion, to elect to terminate this Agreement by giving written notice of such election to the Standby Guarantors, if:

Any of the Standby Guarantors will be entitled, by giving written notice to the Company at any time prior to the Rights Expiry Time, to terminate and cancel, without any liability on its part, its obligations under this Agreement independently of the other Standby Guarantors, if:

This Agreement will Terminate without further action of the Parties if the Effective Date does not occur at least 21 days prior to 90 days from the issuance date of the Rights, in which event the Standby Guarantor will not be entitled to acquire the Standby Shares. Notwithstanding the foregoing, the Parties may agree to extend the 90 day period in order to provide for an Expiry Date of at least 21 days from the Effective Date, subject to the Company obtaining any required approvals from the Commissions and the Exchange to such extension, in which event the Agreement will not terminate pursuant to this Section 9.3.

Despite any other provision of this Agreement, if the Company or any of the Standby Guarantors validly terminate(s) its obligations under this Agreement in accordance with this Article 9 the obligations of both the Company and the terminating Standby Guarantor under this Agreement will terminate, and there will be no further liability on the part of either of the terminating Standby Guarantor to the Company or on the Company's part to the terminating Standby Guarantor hereunder (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Section 12.1).

ARTICLE 10

INDEMNIFICATION

The Company covenants and agrees to protect, indemnify and hold harmless the Standby Guarantors for and on behalf of itself and for and on behalf of and in trust for each of its directors, officers, employees, agents and shareholders from and against any and all losses claims, damages, liabilities, costs or expense caused or incurred:

ARTICLE 11

NOTICE

Any notice under this Agreement will be given in writing and must be delivered, sent by email, or overnight courier and addressed to the party to which notice is to be given at the following address, or at another address designated by such party in writing:

Golden Queen Mining Co. Ltd.

2300 - 1066 West Hastings Street

Vancouver, British Columbia

V6E 3X2 Canada

Attn: Guy Le Bel – Chief Financial Officer

Email: glebel@goldenqueen.com

with a copy to:

Morton Law LLP

Suite 1200 – 750 West Pender St. Vancouver BC

V6C 2T8

Attn: Edward Mayerhofer

Email: elm@mortonlaw.ca

c/o East Hill Management Company

70 Main Street

Suite 300

Petersborough, NH 03458

Attention: Thomas Clay

Email: thomas.clay@easthillmgt.com

with a copy to:

Sullivan & Worcester LLP

One Post Office Square

Boston, MA 02109

If notice is sent by email or is delivered, it will be deemed to have been given at the time of transmission or delivery. If notice is mailed, it will be deemed to have been received three (3) business days following the date of mailing of the notice. If there is an interruption in normal mail service due to strike, labour unrest or other cause at or prior to the time a notice is mailed the notice will be sent by facsimile or will be delivered.

ARTICLE 12

GENERAL

Whether or not the transactions herein contemplated will be completed, all expenses of or incidental to the Rights Offering and the transactions contemplated herein or in the Prospectus including, without limitation: all reasonable fees and disbursements of counsel, including counsel to the Standby Guarantors (to a maximum of US$75,000 for the Standby Guarantors’ legal expenses), transfer agents, outside consultants and experts (including appraisers, engineers and credit reports), filing fees, printing costs, the preparation and holding of information meetings, the reasonable out-of-pocket costs related to information meetings and travel, and the Standby Guarantors’ reasonable out-of-pocket expenses including the Standby Guarantors’ reasonable travel expenses in connection with due diligence (including hotel accommodations and meals) together with all applicable taxes thereon, will be borne by and be for the account of the Company.

From time to time after the date of this Agreement, the parties to this Agreement will execute, acknowledge and deliver to the other parties such other instruments, documents and certificates and will take such other actions as the other parties may reasonably request in order to consummate the transactions contemplated by this Agreement.

This Agreement may not be assigned by any party to this Agreement, by operation of law or otherwise, without the prior written consent of each of the other parties to this Agreement.

This Agreement will enure to the benefit of and be binding upon the parties to this Agreement and their respective heirs, executors, successors and permitted assigns.

Failure by any party to this Agreement to insist in any one or more instances upon the strict performance of any one of the covenants or rights contained in this Agreement will not be construed as a waiver or relinquishment of such covenant or right. No waiver by either party to this Agreement of any such covenant or right will be deemed to have been made unless expressed in writing and signed by the waiving party.

No term or provision of this Agreement may be amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of the amendment, discharge or termination is sought.

This Agreement may be executed in several counterparts and delivered by email or other electronic means, each of which when so executed will be deemed to be an original and such counterparts and electronic copies together will constitute one and the same instrument and despite their date of execution they will be deemed to be dated as of the date of this Agreement. This Agreement will be deemed to have been entered into and to have become effective at the location at which the Guarantors will have signed an original, counterpart or electronic version thereof, without regard to the place at which the Company will have signed this Agreement.

Time is of the essence of this Agreement.

This Agreement and any other agreements and other documents referred to in this Agreement and delivered in connection with this Agreement, constitutes the entire agreement between the parties to this Agreement pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to the subject matter of this Agreement.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.