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:

February 5, 2019

(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 Not Applicable
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

 

#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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

  

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On Feburary 6, 2019, the Golden Queen Mining Co. Ltd. (the “Registrant”) issued a press release entitled “ golden queen EXECUTES A LETTER OF INTENT .” A copy of the press release is attached as Exhibit 99.1 and a copy of the term sheet is attached as Exhibit 99.2 and each is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)        Exhibits

 

Exhibit No.   Description
     
99.1   Press Release of Golden Queen Mining Co. Ltd. dated February 5, 2019*
99.2   Term Sheet

 

* Furnished to not filed with the SEC pursuant to Item 7.01 above.

 

 

 

 

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.

 

  GOLDEN QUEEN MINING CO. LTD.
   
   
Date: February 5, 2019 By: /s/ Brenda Dayton
    Brenda Dayton
Corporate Secretary  

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release of Golden Queen Mining Co. Ltd. dated February 5, 2019.*
99.2   Term Sheet

 

* Furnished to not filed with the SEC pursuant to Item 7.01 above.