(1)

Includes (i) 6,658,116 shares of common stock (“Common Stock”) of Golden Queen Mining Co. Ltd. (the “Company” or “Golden Queen”) held directly by Mr. Thomas M. Clay, (ii) 257,500 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, and (iii) 108,499,796 shares of Common Stock held by the Estate of Landon Thomas Clay (the “Estate”), for which Mr. Thomas M. Clay is the executor. Mr. Thomas M. Clay disclaims beneficial ownership of the shares of Common Stock held by the Estate.

(2)

Includes (i) 807,250 shares of Common Stock held by Arctic Coast Petroleums, Ltd. (“Arctic Coast”), for which Mr. Thomas M. Clay is a director, (ii) 7,031,755 shares of Common Stock held by the Monadnock Charitable Annuity Lead Trust dated May 31, 1996 (the “Monadnock Trust”), for which East Hill Management Company, LLC (“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 Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009 (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 Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009 (the “CF Trust” and, together with the LTC Trust, the “Trusts”), 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 Coast, 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.

(3)

Based on 313,858,944 shares of Common Stock of the Company outstanding, calculated as follows: (i) 300,101,444 shares of Common Stock of the Company as reported in the Company’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018, (ii) 257,500 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, and (iii) an aggregate of 13,500,000 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the Trusts.

(5)

Includes (i) 7,031,755 shares of Common Stock held by the Monadnock Trust, for which Mr. Brian James is sole 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 are deemed to be beneficially owned by the CF Trust. Mr. Brian James disclaims beneficial ownership of the shares of Common Stock held by the Monadnock Trust, Arctic Coast and the Trusts.

(6)

Based on 313,601,144 shares of Common Stock of the Company outstanding, calculated as follows: (i) 300,101,444 shares of Common Stock of the Company as reported in the Company’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018, and (ii) an aggregate of 13,500,000 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the Trusts.

(13)

Includes (i) 26,855,821 shares of Common Stock of the Company and (ii) 4,500,000 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by EHT, LLC.

(14)

Based on 304,601,444 shares of Common Stock of the Company outstanding, calculated as follows: (i) 300,101,444 shares of Common Stock of the Company as reported in the Company’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018, and (ii) an aggregate of 4,500,000 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by EHT, LLC.

(15)

Includes (i) 2,983,413 shares of Common Stock of the Company held directly by Mr. Jonathan Clay, (ii) 50,000 shares of Common Stock held by 933 Milledge LLC, for which Mr. Jonathan Clay is the sole manager, (iii) 26,855,821 shares of Common Stock held by EHT, LLC, for which Mr. Jonathan Clay is the sole manager, and (iv) 4,500,000 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by EHT, LLC.

(16)

Based on 304,601,444 shares of Common Stock of the Company outstanding, calculated as follows: (1) 300,101,444 shares of Common Stock of the Company as reported in the Company’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018, and (ii) an aggregate of 4,500,000 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by EHT.

(17)

Based on 300,101,444 shares of Common Stock of the Company outstanding as reported in the Company’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.

(18)

Based on 300,101,444 shares of Common Stock of the Company outstanding as reported in the Company’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.

(19)

Consists of 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.

(20)

Based on 310,842,044 shares of Common Stock of the Company outstanding, calculated as follows: (i) 300,101,444 shares of Common Stock of the Company as reported in the Company’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018, and (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.

(21)

Consists of 2,759,400 shares of Common Stock that are issuable upon the exercise of outstanding, currently exercisable warrants of the Company held by the LTC Trust.

(22)

Based on 303,668,094 shares of Common Stock of the Company outstanding, calculated as follows: (i) 300,101,444 shares of Common Stock of the Company as reported in the Company’s Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018, (ii) 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, and (iii) 807,250 shares of Common Stock held by Arctic Coast, which are deemed to be beneficially owned by the CF Trust.

Exhibit 1

Joint Filing Agreement, dated as of January 7, 2019, among the Estate of Landon Thomas Clay, Thomas M. Clay, Brian James, solely in his capacity as trustee of the Monadnock Trust and the Trusts, Lavinia D. Clay, Cassius M. C. Clay, Landon H. Clay, Richard T. Clay, Jonathan Clay, James Clay, the Monadnock Charitable Annuity Lead Trust

dated May 31, 1996, the Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009, the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009, Arctic Coast Petroleums Ltd., EHT, LLC and 933 Milledge, LLC.*

Exhibit 2

Registration Rights Agreement, dated as of June 8, 2014 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 12, 2014).

Exhibit 3

Amended and Restated Registration Rights Agreement, dated as of June 8, 2015 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2015).

Exhibit 4

Letter to the Board of Directors of the Company, dated January 4, 2019.*

Exhibit 5

Press Release, dated January 7, 2019.*

Exhibit 6

Sharing and Consent Agreement, dated as of January 7, 2019, among the Estate of Landon Thomas Clay, Thomas M. Clay, Brian James, solely in his capacity as trustee of the Monadnock Trust and the Trusts, Lavinia D. Clay, Cassius M. C. Clay, Landon H. Clay, Richard T. Clay, Jonathan Clay, James Clay, the Monadnock Charitable Annuity Lead Trust dated May 31, 1996, the Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009, the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009, Arctic Coast Petroleums Ltd., EHT, LLC and 933 Milledge, LLC.*

Exhibit 7

Power of Attorney of Lavinia D. Clay.*

Exhibit 8

Power of Attorney of Cassius M. C. Clay.*

Exhibit 9

Power of Attorney of Landon H. Clay.*

Exhibit 10

Power of Attorney of Richard T. Clay.*

Exhibit 11

Power of Attorney of Jonathan Clay.*

Exhibit 12

Power of Attorney of James Clay.*

Exhibit 13

Power of Attorney of Estate of Landon Thomas Clay.*

Exhibit 14

Power of Attorney of Monadnock Charitable Annuity Lead Trust dated May 31, 1996.*

Exhibit 15

Power of Attorney of Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009.*

Exhibit 16

Power of Attorney of Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009.*

Exhibit 17

Power of Attorney of Arctic Coast Petroleums Ltd.*

Exhibit 18

Power of Attorney of EHT, LLC.*

Exhibit 19

Power of Attorney of 933 Milledge, LLC.*

Exhibit 20

Letter to Thomas M. Clay, authorized representative of the Reporting Persons, dated February 5, 2019.

February 5, 2019

ESTATE OF LANDON THOMAS CLAY

By:

/s/ Thomas M. Clay

Thomas M. Clay, Executor

February 5, 2019

THOMAS M. CLAY

By

/s/ Thomas M. Clay

Thomas M. Clay, individually

February 5, 2019

LAVINIA D. CLAY

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from Lavinia D. Clay

February 5, 2019

CASSIUS M. C. CLAY

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from Cassius M. C. Clay

February 5, 2019

LANDON H. CLAY

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from Landon H. Clay

February 5, 2019

RICHARD T. CLAY

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from Richard T. Clay

February 5, 2019

JONATHAN CLAY

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from Jonathan Clay

February 5, 2019

JAMES CLAY

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from James Clay

February 5, 2019

MONADNOCK CHARITABLE ANNUITY LEAD TRUST DATED MAY 31, 1996

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from the Monadnock Charitable Annuity Lead Trust dated May 31, 1996

February 5, 2019

LANDON T. CLAY 2009 IRREVOCABLE TRUST U/A DATED MARCH 6, 2009

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from the Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009

By

/s/ Thomas M. Clay

Thomas M. Clay, Trustee

February 5, 2019

CLAY FAMILY 2009 IRREVOCABLE TRUST U/A DATED APRIL 14, 2009

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009

By

/s/ Thomas M. Clay

Thomas M. Clay, Trustee

February 5, 2019

ARCTIC COAST PETROLEUMS LTD.

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from Arctic Coast Petroleums Ltd.

February 5, 2019

EHT, LLC

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from EHT, LLC

February 5, 2019

933 MILLEDGE, LLC

By

/s/ Thomas M. Clay

under Power of Attorney dated January 7, 2019, from 933 Milledge, LLC

Golden Queen Mining Co. Ltd.

By:

/s/ Guy Le Bel

Name:

Guy Le Bel

Title:

Chief Financial Officer

Seller:

Golden Queen Mining Co. Ltd. (the “ Seller ”)

Seller Subsidiary:

Golden Queen Mining Canada Ltd. (the “ Seller Subsidiary ”)

Company:

Golden Queen Mining Holdings, Inc. (the “ Company ”) which directly holds a 50% interest in Golden Queen Mining Company, LLC (“ LLC ”)

Purchasers:

Lenders holding the outstanding 2016 Term Loan, as described on Schedule I (the “ Purchasers by Loan ”)

Certain holders of common shares of the Seller, as described on Schedule II (the “ Purchasers by Shares ”)

Cash purchasers, as described on Schedule III (the “ Purchasers by Cash ” and, together with the Purchasers by Loan and the Purchasers by Shares, the “ Purchasers ”)

Proposed Transaction:

The proposed transaction will be structured as an acquisition by the Purchasers of all of the shares of the Company (the “ Acquired Assets ”) held directly or indirectly by the Seller through the Seller Subsidiary and representing 100% of the Company’s equity capitalization (the “ Proposed Transaction ”). The Purchasers shall acquire only the Acquired Assets and not any other assets of the Seller or any Seller Subsidiary and shall not assume or be liable for any debt or other liabilities of the Seller or the Seller Subsidiary (except for that certain Second Amended and Restated Term Loan Agreement dated as of November 21, 2016, as amended (the “ 2016 Term Loan ”) tendered as part of the Purchase Price below).

Purchase Price:

$39.15 million, subject to necessary adjustment, as follows:

1.             Purchasers by Loan shall tender and exchange all principal and interest due under the 2016 Term Loan, expected to be approximately $26.6 million on the Closing Date, and all warrants to acquire Seller’s Common Shares; the principal and interest due under the 2016 Term Loan is subject to increase in the event that the 2016 Term Loan is extended (see below).

2.             Purchasers by Shares shall tender and exchange 177,701,229 of the Seller’s Common Shares, having a value of approximately $8.3 million based on a 20-day OTCQX VWAP of $0.0465 per share as of January 31, 2019.

3.             Purchasers by Shares shall tender and exchange all outstanding

options to acquire Seller’s Common Shares.

4.             Purchasers by Cash shall deliver to the Seller $4.25 million cash.

5.             If at any time prior to June 30, 2020, (a) the Purchasers sell, transfer or assign the shares of the Company; (b) the Company sells, transfers or assigns its 50% ownership interest in the LLC; or (c) the LLC sells, transfers or assigns its interest in the Soledad Mountain Project, and such action listed in clauses (a)-(c) results in aggregate net proceeds to or to the account of the Purchasers of at least $55 million, subject to certain adjustments to be agreed upon by the parties (e.g., additional capital provided by the Purchasers following the date of this Term Sheet) (the “ Threshold Amount ”), then the Purchasers shall pay to the Seller or as the Seller directs, an amount equal to 20% of the amount by which such net proceeds exceed the Threshold Amount (the “ Contingent Payment ”) within three business days of the Purchasers’ (or the LLC’s) receipt of such net proceeds; provided, however, that 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.

For valuation purposes, the total consideration afforded by the Proposed Transaction to the Seller consists of the Purchase Price and the value of the resulting TSX-listed company with no majority shareholder and cash of approximately $4.25 million.

2016 Term Loan:

Seller may, by written notice to the Purchasers by Loan, extend until the Outside Extension Date, the due date for any payments falling due under the loan made under the 2016 Term Loan.

Outside Extension Date:

May 21, 2019 whereby all amounts owed under the 2016 Term Loan shall immediately become due and payable in full.

Go-Shop Period:

For a period from the effective date of the Definitive Agreement until April 1, 2019 (the “ Go-Shop Period ”), the Seller shall be free to solicit alternative purchase offers for all of the outstanding Common Shares of the Seller or substantially all of the assets of the Seller, the Seller Subsidiary, and the Company, including the units of the LLC. The mechanics of the determination of an alternative offer that is superior to that proposed by the Purchasers (a “ Superior Offer ”) and related procedural requirements shall be set out in the Definitive Agreement. The Purchasers shall have the right to match any Superior Offer in accordance with the terms and conditions set forth in the Definitive Agreement and in the event a Superior Offer is accepted by the Seller and the Definitive Agreement is terminated, a break fee of $1 million shall be payable to the Purchasers.

Shareholder Meeting:

Each of the Seller and the Board of Directors of the Seller (the “ Board ”) shall use its best efforts to hold a special meeting of Seller’s shareholders (the “ Shareholder Meeting ”) and to obtain the Required Shareholder Vote within 45 days of the expiry of the Go-Shop Period. Seller shall instruct its legal counsel and advisors, including proxy solicitors (if applicable), to use best efforts to prepare all materials required for such Required Shareholder Vote, including proxy circulars, formal valuations and fairness opinions,

and to provide support for the Proposed Transaction, regardless of the progress of any alternative discussions within the Go-Shop Period.

Required Shareholder Vote:

Approval of the Proposed Transaction at the Shareholder Meeting by (i) the holders (including the Purchasers) of two-thirds of the Seller’s outstanding Common Shares, and (ii) a majority of Seller’s shareholders other than the Purchasers, voting in person or by proxy .

Formal Valuation and Fairness Opinion:

The Seller shall engage a third party valuator to provide a formal valuation and fairness opinion, the contents of which shall be disclosed in the proxy circular sent to its shareholders in accordance with applicable securities laws.

Board of Directors:

Immediately following the execution of the Definitive Agreement, Mr. Thomas M. Clay shall step down as Chairman and CEO of the Seller and shall resign from all Board, officer and managerial positions with the Seller, the Seller Subsidiary, and the Company. If the Definitive Agreement is terminated for any reason, Mr. Thomas M. Clay shall be reinstated in his respective director, officer and managerial positions of the Seller, the Seller Subsidiary, and the Company, as applicable.

Upon request of the Purchasers, each of the directors, officers, and managers of the Company and the LLC appointed by Seller shall resign effective at Closing. 

Contractual and Regulatory Approvals:

The Seller and Purchasers shall obtain all necessary approvals and consents for the sale of the Acquired Assets to the Purchaser required from third parties to Seller’s material contracts and any court, regulatory or governmental authorities as may be required in connection with the Proposed Transaction, on terms and conditions satisfactory to the Seller and Purchasers, acting reasonably, including applicable securities law and TSX policies.

Conditions Precedent to Closing:

1.                     All required consents and waivers from third parties, court, governmental authorities (including under FIRPTA) and regulators, including the TSX;

2.                     Required Shareholder Vote;

3.                     Approval from the Board of Directors (and Special Committee, as applicable) of the Seller and the Purchasers (as applicable); and

4.                     Other conditions customary for transactions of this type being satisfied or waived by one or both of the Seller or Purchasers at or prior to Closing. 

Due Diligence:

None

Closing Date:

On or before May 21, 2019

Taxes:

The Proposed Transaction shall be structured on a tax efficient basis for both the Seller and the Purchasers. 

Expenses:

Each of the Purchasers and the Seller will be responsible for its own expenses incurred in connection with the Proposed Transaction, whether or not the Proposed Transaction is consummated.

Representations and Warranties:

Representations, warranties and indemnities of the Seller and the Purchasers customary for transactions of this type.

Covenants:

Covenants of the Seller and the Purchasers customary for transactions of this type.

Confidentiality:

This Term Sheet is confidential and shall not be disclosed by the Seller or the Purchasers, except to the extent the Purchasers or any of their affiliates determine, in consultation with their legal counsel, that such disclosure is required by applicable law or is otherwise appropriate in connection with any filing by the Purchasers or any of their affiliates with the Securities and Exchange Commission (the “ SEC ”) or any stock exchange rule applicable to the Purchasers or any of their affiliates, or with consent from the other party. With respect to any news release required to be filed by the Seller, the Seller shall provide the Purchasers with reasonable opportunity to review and comment prior to release.

Exclusivity:

Following the Go-Shop Period, Seller shall cease all negotiations with other parties concerning any potential acquisition of any shares of the Company, the LLC or the Company’s indirect ownership of the Soledad Mountain Project, no matter how structured, including by sale of all or any significant or controlling part of the shares of the Company, by sale or license of all or any significant part of the property and assets of the Company or LLC, or by any merger or other business combination involving the Seller or otherwise

Governing Law:

New York

Counterparts:

This Term Sheet may be executed in counterparts and when so executed will constitute one document, notwithstanding that the parties are not signatories to the same counterpart.

By:

/s/ Guy Le Bel

Name:

Guy Le Bel

Title:

Chief Financial Officer

By:

/s/ Thomas M. Clay

Name:

Thomas M. Clay

Title:

Authorized Representative

Balance

Interest through
2/5/19

Total

LTC 2009 Irrevocable Trust

$15,335,190.00

$537,941.63

$15,873,131.63

Clay Family 2009 Irrevocable

$3,39,810.00

$138,204.21

$4,078,014.21

EHT, LLC

$6,425,000.00

$225,381.94

$6,650,381.93

$25,700,000

$901,527.78

$26,601,527.78

Estate of Landon T. Clay

108,499,796

Monadnock CLT

7,031,755

Thomas M. Clay

6,658,116

Arctic Coast Petroleums Ltd

807,250

EHT LLC

26,855,821

Jonathan Clay

3,683,413

933 Milledge, LLC

185,000

James Clay

118,400

Lavinia Clay

12,660,818

Lavinia Clay – IRA

4,663

Cassius M. C. Clay

1,465,398

Landon H. Clay

5,665,471

Richard T. Clay

4,065,328

Total

177,701,229

TBD LTC Family Entity

$3,187,500.00

TBD HC Family Entity

$1,062,500.00