SCHEDULE 13D
CUSIP No.
38115J100
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17 of 19 Pages
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This Amendment No. 33 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 subsequently 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 Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (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, as amended by a Schedule 13D/A filed on February 3, 2017, as amended by a Schedule 13D/A filed on January 5, 2018 by Mr. Thomas M. Clay, the Estate, the LTC Trust, Mr. Brian James, and the 2016-2 GRAT, as amended by a Schedule 13D/A filed on February 8, 2018, as amended by a Schedule 13D/A filed on March 8, 2018 by Mr. Thomas M. Clay, the Estate, the LTC Trust and Mr. Brian James, as amended by a Schedule 13D/A filed on July 26, 2018 by Mr. Thomas M. Clay, the Estate and Mr. Brian James, as amended by a Schedule 13D/A filed on January 7, 2019 by the parties thereto, and as amended by a Schedule 13D/A filed on February 5, 2019 by the undersigned (as so amended, the Schedule 13D). The undersigned 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.
There have been no material changes to the information previously reported under Item 2 in the Schedule 13D with respect to the Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration.
There have been no material changes to the information previously reported under Item 3 in the Schedule 13D with respect to the Reporting Persons.
Item 4. Purpose of Transaction.
Item 4. Purpose of Transaction of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
All of the shares of Common Stock beneficially owned by the Reporting Persons and reported in this Schedule 13D were acquired for investment purposes. As of the date hereof, the shares of Common Stock beneficially held by the Reporting Persons are being held with a purpose or effect of influencing or changing control of the Company.
The Reporting Persons have determined, as of January 3, 2019, that they, and/or an entity that they may form (which any such entity may include ownership by other affiliates or insiders of the Company, persons related to or affiliated with the Reporting Persons, and/or persons unrelated and unaffiliated with the Reporting Persons), intend to engage in discussions with the Companys management, board of directors, other stockholders, and other relevant parties for the purposes of considering an acquisition transaction with respect to the Company and initiated by the Reporting Persons. On January 4, 2019, the Reporting Persons submitted a preliminary, non-binding letter (the Proposal Letter) to the Companys board of directors. In the Proposal Letter, the Reporting Persons proposed to acquire all of the outstanding equity interests of Golden Queen Mining Company, LLC held indirectly by the Company in exchange for (i) the surrender of the notes and all indebtedness held by the Reporting Persons under that certain Second Amended and Restated Term Loan Agreement dated as of November 21, 2016, as amended, (ii) the surrender of all shares of Common Stock and warrants and options to acquire shares of Common Stock beneficially held by the Reporting Persons, (iii) a cash payment, and (iv) other good and valuable consideration. The description of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Letter, a copy of which is incorporated herein by reference. The Reporting Persons intend to engage in discussions with the Companys board of directors and management with respect to the Proposal Letter. Following the submission of the Proposal Letter, the Reporting Persons issued a press release announcing the proposal. A copy of the press release is incorporated herein by reference.Following the discussions, on February 5, 2019, the Company and the Reporting Persons executed a term sheet for the acquisition by the Reporting Persons of all of the issued and outstanding equity interests of Golden Queen Mining Holdings Inc., which directly holds a 50% interest in Golden Queen Mining Company, LLC, held directly or indirectly by the Company (the Term Sheet). The Term Sheet is binding in certain limited respects
SCHEDULE 13D
CUSIP No.
38115J100
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Page
18 of 19 Pages
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but is generally non-binding. The description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is attached as Exhibit A to a Letter to Thomas M. Clay, authorized representative of the Reporting Persons, dated February 5, 2019, from the Company, and is incorporated herin by reference.
On February 7, 2019, the Company and the Reporting Persons executed an Agreement for the Purchase of Shares of Golden Queen Mining Holdings, Inc. (the Purchase Agreement) for the acquisition by the Reporting Persons of all of the issued and outstanding equity interests of Golden Queen Mining Holdings Inc., which directly holds a 50% interest in Golden Queen Mining Company, LLC, held directly or indirectly by the Company. The Purchase Agreement provides that, among other things, (i) the applicable Reporting Persons shall tender and exchange all principal and interest due under that certain Second Amended and Restated Term Loan Agreement, dated as of November 21, 2016, as amended, among the Company and the other parties thereto, (ii) the applicable Reporting Persons shall tender and exchange all shares of Common Stock beneficially owned by such Reporting Persons, (iii) the applicable Reporting Persons shall tender and exchange all outstanding options to acquire shares of Common Stock held by such Reporting Persons, (iv) the applicable Reporting Persons shall tender and exchange all outstanding warrants to acquire shares of Common Stock held by such Reporting Persons, (v) the applicable Reporting Persons shall deliver to the Company $4.25 million (the Cash Payment), (vi) the Company shall deliver to the Purchasers all issued and outstanding equity interests of Golden Queen Mining Holdings Inc, and (viii) effective prior to the execution of the Purchase Agreement, Mr. Thomas M. Clay resigned as a director and officer of the Company and all of its subsidiaries (except Golden Queen Mining Company, LLC). The Purchase Agreement also contains provisions governing possible contingent payments to GQM and customary representations, covenants and indemnities. The description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 21 hereto and incorporated herein by reference. The Reporting Persons intend that the source of the Cash Payment will be available cash and cash equivalents held by the Reporting Persons or their affiliates.
The foregoing is subject to change at any time, without notice. Except as otherwise described above in this Item 4, the Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result, in any of the events or transactions described in Item 4(a) through (j) of Schedule 13D, although each of the Reporting Persons reserves the right to formulate such plans or proposals in the future.
Item 5. Interest in Securities of the Issuer.
There have been no material changes to the information previously reported under Item 3 in the Schedule 13D with respect to the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
Effective as of December 31, 2014, the Company entered into a Registration Rights Agreement (the Registration Rights Agreement) with the parties named therein. Pursuant to the Registration Rights Agreement, certain parties thereto can require the Company, subject to the terms and conditions of the Registration Rights Agreement, to register under the Securities Act securities of the Company beneficially owned by such certain parties as of December 31, 2014 or acquired thereafter and prior to July 1, 2015. The Registration Rights Agreement was amended and restated on June 8, 2015 (the Amended and Restated Registration Rights Agreement) to reflect the transactions contemplated by the Amended and Restated Term Loan Agreement, under which the Company is borrower, including by the addition of certain lenders party to the Amended and Restated Term Loan Agreement as parties holding registration rights under the Amended and Restated Registration Rights Agreement.
Effective as of February 7, 2019, the Reporting Persons entered into an Amended and Restated Sharing and Consent Agreement (the Sharing Agreement). The Sharing Agreement provides for the pro rata payment by the Reporting Persons of expenses that may arise from their participation in the group, including legal fees, Securities and Exchange Commission filing expenses, expenses that may arise in communicating with the Company or its shareholders, investment banking fees, fees and expenses of proxy solicitors, litigation expenses and indemnification expenses. The Sharing Agreement also contains a power of attorney provision that allows Thomas M. Clay to take certain actions on behalf of the Reporting Persons and prohibits the Reporting Persons from taking certain actions, or requires consultation among the Reporting Persons, with respect to certain matters relating to the ownership and voting of the Companys securities. A copy of the Sharing Agreement is filed as Exhibit 6 hereto.
The descriptions of the Registration Rights Agreement, the Amended and Restated Registration Rights Agreement, the Term Sheet, the Sharing Agreement, and the Purchase Agreement in this Schedule 13D do not purport to be complete descriptions and are qualified in their entirety by reference to the full text of such agreements, which are incorporated herein by reference. A copy of the Sharing Agreement is filed as Exhibit 6 hereto and a copy of the Purchase agreement is filed as Exhibit 21 hereto.