Current Report Filing (8-k)
July 18 2016 - 5:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: July 18, 2016
(Date of earliest event reported)
Golden Queen
Mining Co. Ltd.
(Exact name of registrant as specified in its
charter)
Commission File Number: 001-21777
British Columbia, Canada
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Not Applicable
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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#2300 – 1066
West Hastings Street, Vancouver, British Columbia, Canada, V6E 3X2
(Address of principal executive offices, including
zip code)
(778) 373-1557
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On July 18, 2016, Golden Queen Mining Co. Ltd.
(the “
Registrant
”) entered into an underwriting agreement (the “
Underwriting Agreement
”)
by and between the Registrant and Cormark Securities Inc. (“
Cormark
”) as the sole bookrunning manager for a
syndicate of underwriters including M Partners Inc. (collectively, the “
Underwriters
”). The Underwriting Agreement
relates to the offer and sale in the United States and Canada of up to 9,670,000 units (the “
Units
”) of the
Company at a public offering price of C$1.45 per Unit, each Unit consisting of one common share of the Company and 0.50 of a warrant
to purchase a common share at an exercise price of C$2.00 per common share. The offering is registered under the Registrant’s
shelf registration statement on Form S-3 (Registration No. 333-211141), including a base prospectus dated May 16, 2016, as supplemented
by a prospectus supplement dated July18, 2016. The offering is being made concurrently in Canada pursuant to a Canadian Prospectus
and Prospectus Supplement filed with the securities commissions or similar regulatory authorities in the provinces of British Columbia,
Alberta and Ontario for the purpose of qualifying the Units for sale.
The Underwriting Agreement contains customary
representations, warranties and covenants by the Registrant, conditions to closing and indemnification provisions.
The Underwriting Agreement provides that the
Company will pay the Underwriters cash compensation in amount equal to 6% of the aggregate gross proceeds of the offering (4% for
Units purchased pursuant to a President’s List for up to C$4,000,000) and warrants equal to 6% of the number of common shares
issued in the offering (4% for common shares issued pursuant to the President’s List), exercisable in the same terms as warrants
issued in the offering.
The above description of the material terms
of the Underwriting Agreement is qualified in its entirety by the full terms and conditions of the Underwriting Agreement, attached
hereto as Exhibit 1.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 18,
2016, the Registrant issued a press release entitled “Golden Queen Files Final Prospectus Supplement and Enters into Underwriting
Agreement.” A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction
B.1 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not
be deemed to be “filed” for purposes of the United States Securities Exchange Act of 1934, as amended. The information
set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report
on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated July 18, 2016*
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5.1
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Morton Law LLP Opinion*
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99.1
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Press Release, dated July 18, 2016**
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* The foregoing Exhibits are hereby incorporated
by reference into the Registrant’s Registration Statement on Form S-3 (File No. 333-211141), filed with the SEC on May 4,
2016, as declared effective on May 13, 2016, pursuant to the United States Securities Act of 1933, as amended.
** The exhibit relating to Item 7.01
is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GOLDEN QUEEN MINING CO. LTD.
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Date: July 18, 2016
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By:
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/s/ Andrée St-Germain
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Andrée St-Germain
Chief Financial Officer
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