Golden Queen Mining Co. Ltd.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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38115J100
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(CUSIP Number)
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(914) 961-0898
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(Name, Address and Telephone Number of Person
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January 21, 2015
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(Date of Event Which Requires Filing of this Statement)
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*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.
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CUSIP No. 38115J100
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harris Clay
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|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
|
||
8
|
SHARED VOTING POWER
3,258,519 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
3,258,519 shares of Common Stock
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,519 shares of Common Stock (See Item 5)
|
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (See Item 5)*
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|||
14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 38115J100
|
Page 3 of 7 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan C. Clay
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
10,767,200 shares of Common Stock
|
||
8
|
SHARED VOTING POWER
889,250 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
10,767,200 shares of Common Stock
|
|||
10
|
SHARED DISPOSITIVE POWER
889,250 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,656,450 shares of Common Stock (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% (See Item 5)*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 38115J100
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Page 4 of 7 Pages
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CUSIP No. 38115J100
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Page 5 of 7 Pages
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CUSIP No. 38115J100
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Page 6 of 7 Pages
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1:
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Joint Filing Agreement, dated as of December 14, 2010, by and among Harris Clay, Jonathan C. Clay and Soledad Mountain LLC.*
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Exhibit 2:
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Transaction Agreement, dated as of June 8, 2014 (Incorporated by reference to Golden Queen’s Current Report on Form 8-K filed on June 12, 2014).
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Exhibit 3:
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Voting and Support Agreement, dated as of June 8, 2014.**
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Exhibit 4:
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Standby Purchase Agreement, dated as of June 8, 2014 (Incorporated by reference to Golden Queen’s Current Report on Form 8-K filed on June 12, 2014).
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Exhibit 5:
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Registration Rights Agreement, dated as of June 8, 2014 (Incorporated by reference to Golden Queen’s Current Report on Form 8-K filed on June 12, 2014).
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Exhibit 6:
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Registration Rights Agreement, dated as of December 31, 2014 (Incorporated by reference to Golden Queen’s Current Report on Form 8-K filed on December 31, 2014).
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CUSIP No. 38115J100
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Page 7 of 7 Pages
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/s/ Harris Clay
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Harris Clay
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/s/ Jonathan C. Clay
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Jonathan C. Clay
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