0001144204-16-077194.txt : 20160127 0001144204-16-077194.hdr.sgml : 20160127 20160127151841 ACCESSION NUMBER: 0001144204-16-077194 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160127 DATE AS OF CHANGE: 20160127 GROUP MEMBERS: BRIAN JAMES GROUP MEMBERS: LANDON T. CLAY 2009 IRREVOCABLE TRUST U/A MARCH 6, 2009 GROUP MEMBERS: LANDON T. CLAY 2016-2 ANNUITY TRUST U/A DATED JANUARY 14, 20 GROUP MEMBERS: THOMAS M. CLAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN QUEEN MINING CO LTD CENTRAL INDEX KEY: 0001025362 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60713 FILM NUMBER: 161364648 BUSINESS ADDRESS: STREET 1: GOLDEN QUEEN MINING CO. LTD. STREET 2: #2300 - 1066 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 3X2 BUSINESS PHONE: 604-921-7570 MAIL ADDRESS: STREET 1: GOLDEN QUEEN MINING CO. LTD. STREET 2: #2300 - 1066 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 3X2 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAY LANDON T CENTRAL INDEX KEY: 0001008274 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O EAST HILL MANAGEMENT CO., LLC STREET 2: 10 MEMORIAL BLVD, SUITE 902 CITY: PROVIDENCE STATE: RI ZIP: 02903 SC 13D/A 1 v429803_sc13da.htm SCHEDULE 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 23)^*

Golden Queen Mining Co. Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

38115J100

(CUSIP Number)

Landon T. Clay

Thomas M. Clay

Brian James

Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009

Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016

c/o East Hill Management Company, LLC

70 Main Street, Suite 300

Peterborough, NH 03458

United States of America

(603) 371-9032

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 14, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 14 Pages)

* 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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP NO. 38115J100

Page 2 of 14 Pages

NAMES OF REPORTING PERSON

Landon T. Clay

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A

(a) ¨

(b) x

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

PF, OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

30,777 shares of Common Stock

SHARED VOTING POWER

26,699,258 shares of Common Stock

SOLE DISPOSITIVE POWER

30,777 shares of Common Stock

SHARED DISPOSITIVE POWER

26,699,258 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

26,732,386 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

(See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.9%¹

TYPE OF REPORTING PERSON (See Instructions)

¹This percentage has been calculated based on 99,928,683 shares of Golden Queen Mining Co. Ltd. Common Stock outstanding as of November 9, 2015, as reported in Golden Queen Mining Co. Ltd.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2015.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 3 of 14 Pages

NAMES OF REPORTING PERSON

Thomas M. Clay

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A

(a) ¨

(b) x

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

PF, AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,913,650 shares of Common Stock

SHARED VOTING POWER

25,354,989 shares of Common Stock

SOLE DISPOSITIVE POWER

1,913,650 shares of Common Stock

SHARED DISPOSITIVE POWER

25,354,989 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

27,268,639 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

(See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.4²

TYPE OF REPORTING PERSON (See Instructions)

² This percentage has been calculated based on 99,928,683 shares of Golden Queen Mining Co. Ltd. Common Stock outstanding as of November 9, 2015, as reported in Golden Queen Mining Co. Ltd.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 4 of 14 Pages

NAMES OF REPORTING PERSON

Brian James

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A

(a) ¨

(b) x

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 shares of Common Stock

SHARED VOTING POWER

9,651,519 shares of Common Stock

SOLE DISPOSITIVE POWER

0 shares of Common Stock

SHARED DISPOSITIVE POWER

9,651,519 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

9,651,519 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

(See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0%³

TYPE OF REPORTING PERSON (See Instructions)

³ This percentage has been calculated based on 99,928,683 shares of Golden Queen Mining Co. Ltd. Common Stock outstanding as of November 9, 2015, as reported in Golden Queen Mining Co. Ltd.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 5 of 14 Pages

NAMES OF REPORTING PERSON

Landon T. Clay 2009 Irrevocable Trust u/a March 6, 2009

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A

(a) ¨

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

5,967,000 shares of Common Stock

SHARED VOTING POWER

0 shares of Common Stock

SOLE DISPOSITIVE POWER

5,967,000 shares of Common Stock

SHARED DISPOSITIVE POWER

0 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

5,967,000 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

(See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.6%⁴

TYPE OF REPORTING PERSON (See Instructions)

⁴This percentage has been calculated based on 99,928,683 shares of Golden Queen Mining Co. Ltd. Common Stock outstanding as of November 9, 2015, as reported in Golden Queen Mining Co. Ltd.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 6 of 14 Pages

NAMES OF REPORTING PERSON

Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A

(a) ¨

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

17,047,739 shares of Common Stock

SHARED VOTING POWER

0 shares of Common Stock

SOLE DISPOSITIVE POWER

17,047,739 shares of Common Stock

SHARED DISPOSITIVE POWER

0 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

17,047,739 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

(See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.1%⁵

TYPE OF REPORTING PERSON (See Instructions)

⁵This percentage has been calculated based on 99,928,683 shares of Golden Queen Mining Co. Ltd. Common Stock outstanding as of November 9, 2015, as reported in Golden Queen Mining Co. Ltd.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 7 of 14 Pages

This Amendment No. 23 to Schedule 13D (the “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 Landon T. Clay, as amended by a Schedule 13D/A filed on February 2, 2010 by Landon T. Clay and Thomas M. Clay, as amended by a Schedule 13D/A filed on April 16, 2010, as amended by a Schedule 13D/A filed on June 16, 2010, as amended by a Schedule 13D/A filed on February 10, 2011, as amended by a Schedule 13D/A filed on April 12, 2011, as amended by a Schedule 13D/A filed on October 14, 2011, as amended by a Schedule 13D/A filed on February 9, 2012, as amended by a Schedule 13D/A filed on April 25, 2012, as amended by a Schedule 13D/A filed on July 16, 2012, as amended by a Schedule 13D/A filed on October 26, 2012, as amended by a Schedule 13D/A filed on February 21, 2013, as amended by a Schedule 13D/A filed on March 27, 2013, as amended by a Schedule 13D/A filed on May 2, 2013, as amended by a Schedule 13D/A filed on July 30, 2013, as amended by a Schedule 13D/A filed on July 31, 2013, as amended by a Schedule 13D/A filed on December 10, 2013, as amended by Schedule 13D/A filed on March 26, 2014, as amended by a Schedule 13D/A filed on June 18, 2014, as amended by a Schedule 13D/A filed on July 25, 2014, as amended by a Schedule 13D/A filed on January 15, 2015, as amended by a Schedule 13D/A filed on August 13, 2015, and as amended by Schedule 13D/A filed on December 31, 2015 (the “Schedule 13D”). This Amendment is being filed to update the beneficial holdings of each of the undersigned following the transfer of shares of common stock of Golden Queen Mining Co. Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company” or “Golden Queen”), from Landon T. Clay to the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (the “2016-2 GRAT”) and, consequently, to reflect the deemed beneficial ownership by the 2016-2 GRAT of more than 5% of the outstanding common stock of the Company. Landon T. Clay, Thomas M. Clay, Brian James, the Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2006 (the “LTC 2009 Trust”) and the 2016-2 GRAT are hereinafter referred to as the “Reporting Persons”.

Item 1.

Security and Issuer.

This Amendment relates to the common stock of Golden Queen (the “Common Stock”). The principal executive office of the Company is 6411 Imperial Ave., West Vancouver, BC V7W 2J5.

Item 2.

IdentiTy and Background.

“Item 2. Identity and Background” of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

(a) This statement is being filed by Landon T. Clay, Thomas M. Clay, Brian James, the LTC 2009 Trust and the 2016-2 GRAT as Reporting Persons.

(b) The business address for each Reporting Person is c/o East Hill Management Company, LLC, 70 Main Street, Suite 300, Peterborough, NH 03458, United States of America.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 8 of 14 Pages

(c) Landon T. Clay is the Managing Member, Thomas M. Clay is Vice President, and Brian James is a Vice President of East Hill Management Company, LLC. Thomas M. Clay is also Chairman and Interim Chief Executive Officer of Golden Queen Mining Co. Ltd. The address of East Hill Management Company, LLC is 70 Main Street, Suite 300, Peterborough, NH 03458, United States of America.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding.

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Landon T. Clay, Thomas M. Clay and Brian James is a citizen of the United States of America, and each of the LTC 2009 Trust and the 2016-2 GRAT is domiciled in the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

“Item 3. Source and Amount of Funds or Other Consideration” is hereby amended and restated to read in its entirety as follows:

The Reporting Persons acquired the shares of Common Stock by purchase through their personal assets or by gift or as otherwise described below.

Landon T. Clay

Landon T. Clay acquired his shares of Common Stock by purchases through his personal assets, by gifts, through private placements, through the exercise of warrants, through the conversion of notes and as part of a partnership distribution from a limited partnership of which Landon T. Clay was a limited partner.

Thomas M. Clay

Between 1997 and 2013, Thomas M. Clay received an aggregate of 1,505,680 shares of Common Stock through various gifts from family trusts and family members and through a distribution from a mutual fund.

On January 28, 2009, Thomas M. Clay was granted options to purchase an aggregate of 300,000 shares of Common Stock at an exercise price of $0.26 CAD per share (the “2009 Options”). On October 28, 2013, Thomas M. Clay exercised the 2009 Options in full.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 9 of 14 Pages

On September 8, 2015, Thomas M. Clay was granted options to purchase an aggregate of 107,250 shares of Common Stock at an exercise price of $0.58 CAD per share (the “2015 Options”). The 2015 Options are exercisable at any time and will expire on September 8, 2020.

Thomas M. Clay, as trustee of the 2016-2 GRAT, may be deemed to beneficially own the 17,047,739 shares of Common Stock owned by the 2016-2 GRAT.

Brian James

On December 18, 2015, Brian James was appointed as a trustee of the LTC 2009 Trust and the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009 (the “CF 2009 Trust” and, together with the LTC 2009 Trust, the “2009 Trusts”). Brian James is also a trustee of the Monadnock Trust. Through his appointment as a trustee of the 2009 Trusts and the Monadnock Trust, Brian James is deemed to beneficially own the shares of Common Stock held by the 2009 Trusts and the Monadnock Trust.

Arctic Coast

Landon T. Clay owned 50% of the outstanding shares of Arctic Coast Petroleums, Ltd., a corporation organized under the laws of Alberta, Canada (“Arctic Coast”). Thomas M. Clay is a director of Arctic Coast. Arctic Coast owns an aggregate of 807,250 shares of Common Stock. On October 22, 2009, Landon T. Clay transferred his ownership in Arctic Coast to the CF 2009 Trust. The transfer was made as a gift to the CF 2009 Trust without payment or receipt of any consideration by Landon T. Clay or the CF 2009 Trust. Thomas M. Clay and Brian James are the trustees of the CF 2009 Trust, and Landon T. Clay is the donor of the CF 2009 Trust and has the right to substitute property of equivalent value for shares of Common Stock held by the CF 2009 Trust.

LTC Corporation

LTC Corporation is wholly owned by Landon T. Clay. The shares of Common Stock held by LTC Corporation were received as part of a partnership distribution from a limited partnership of which LTC Corporation was a limited partner.

Winter Place

On April 7, 2011, Winter Place Associates, a general partnership, of which each of Landon T. Clay and Thomas M. Clay has a partnership interest, purchased an aggregate of 10,000 shares of Common Stock. On December 8, 2015, Winter Place Associates distributed all 10,000 of these shares to its partners, whereby each of Landon T. Clay and Thomas M. Clay received 720 shares of Common Stock as their proportionate share of this distribution.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 10 of 14 Pages

Monadnock Trust

Landon T. Clay is the donor of the assets of the Monadnock Charitable Annuity Lead Trust dated May 31, 1996 (the “Monadnock Trust”). In connection with the formation of the Monadnock Trust, Landon T. Clay transferred 93,269 shares of Common Stock into the Monadnock Trust. The remainder of the shares of Common Stock held by the Monadnock Trust was acquired by the Monadnock Trust in open market and private placement transactions. Brian James is a trustee of the Monadnock Trust. Thomas M. Clay has a remainder beneficial interest in the assets held by the Monadnock Trust. Landon T. Clay provides investment advisory services to the Monadnock Trust.

Warrants

As described in Item 4, on June 8, 2015, pursuant to the Amended and Restated Term Loan Agreement, dated June 8, 2015, by and among the Company, the LTC 2009 Trust, the CF 2009 Trust and the other parties thereto (the “Amended and Restated Term Loan Agreement”), the LTC 2009 Trust and the CF 2009 Trust acquired warrants to purchase up to 5,967,000 and 1,533,000 shares of Common Stock, respectively (the “Warrants”). The Warrants are exercisable beginning December 8, 2015 and expire on June 8, 2020. Thomas M. Clay and Brian James are trustees of each of the 2009 Trusts. Landon T. Clay is the donor of each of the 2009 Trusts and has the right to substitute property of equivalent value for shares of Common Stock held by each of the 2009 Trusts.

2016-2 GRAT

On January 14, 2016, Landon T. Clay transferred an aggregate of 17,047,739 shares of Common Stock into the LTC 2016-2 GRAT for estate planning purposes. Thomas M. Clay is the sole trustee of the 2016-2 GRAT and has the power to vote the shares of Common Stock held by the 2016-2 GRAT. The transfer was made as a gift to the 2016-2 GRAT without payment or receipt of any consideration by Landon T. Clay or the 2016-2 GRAT.

Item 4.

Purpose of Transaction.

“Item 4. Purpose of Transaction” of the Schedule 13D is hereby amended by adding the following paragraph after the last paragraph thereof:

Thomas M. Clay is the trustee of the 2016-2 GRAT. Landon T. Clay is the donor of the 2016-2 GRAT and has the right to substitute property of equivalent value for shares of Common Stock held by the 2016-2 GRAT.

Item 5.

Interest in Securities of the Issuer.

“Item 5. Interest in Securities of the Issuer” of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

(a) According to information provided by the Company, 99,928,683 shares of Common Stock were outstanding as of November 9, 2015.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 11 of 14 Pages

Landon T. Clay is the father of Thomas M. Clay.

Landon T. Clay may be deemed to own beneficially an aggregate of 26,732,386 shares of Common Stock, which constitute 24.9% of such class of securities. This total includes (i) 26,114 shares of Common Stock held by LTC Corporation, (ii) 4,663 shares of Common Stock held in an individual retirement account, (iii) 807,250 shares of Common Stock held by Arctic Coast, (iv) 2,351 shares of Common Stock held by Landon T. Clay’s spouse, Lavinia D. Clay, (v) 1,344,269 shares of Common Stock held by the Monadnock Trust, (vi) 17,047,739 shares of Common Stock held by the 2016-2 GRAT, (vii) 1,533,000 shares of Common Stock issuable upon the exercise of warrants held by the CF 2009 Trust and (viii) 5,967,000 shares of Common Stock issuable upon the exercise of warrants held by the LTC 2009 Trust. Each of Landon Clay’s four sons, including Thomas M. Clay, has a remainder beneficial interest in the Monadnock Trust. East Hill Management Company, LLC, of which Landon T. Clay is a principal, provides investment advisory services to the Monadnock Trust. Landon T. Clay disclaims beneficial ownership of the shares of Common Stock held by his spouse, Lavinia D. Clay, the shares of Common Stock held by Arctic Coast, and the shares of Common Stock held by the Monadnock Trust.

Thomas M. Clay may be deemed to own beneficially an aggregate of 27,268,639 shares of Common Stock, which constitute 25.4% of such class of securities. This total includes (i) 1,806,400 shares of Common Stock held directly by Thomas. M. Clay, (ii) 807,250 shares of Common Stock held by Arctic Coast, (iii) 1,533,000 shares of Common Stock issuable upon the exercise of warrants held by the CF 2009 Trust, (iv) 5,967,000 shares of Common Stock issuable upon the exercise of warrants held by the LTC 2009 Trust, (v) 107,250 shares of Common Stock issuable upon the exercise of the 2015 Options and (vi) 17,047,739 shares held by the 2016-2 GRAT.

Brian James may be deemed to own beneficially an aggregate of 9,651,519 shares of Common Stock, which constitute 9.0% of such class of securities. This total includes (i) 1,533,000 shares of Common Stock issuable upon the exercise of warrants held by the CF 2009 Trust, (ii) 5,967,000 shares of Common Stock issuable upon the exercise of warrants held by the LTC 2009 Trust, (iii) 807,250 shares of Common Stock held by Arctic Coast and (iv) 1,344,269 shares of Common Stock held by the Monadnock Trust. Brian James is a trustee of each of the 2009 Trusts and the Monadnock Trust, as well as the trustee of the beneficial owner of Arctic Coast. Brian James disclaims beneficial ownership of the shares of Common Stock held by the 2009 Trusts, Arctic Coast and the Monadnock Trust.

The LTC 2009 Trust beneficially owns an aggregate of 5,967,000 shares of Common Stock issuable upon the exercise of warrants held by the LTC 2009 Trust, which constitutes 5.6% of such class of securities.

The 2016-2 GRAT beneficially owns an aggregate of 17,047,739 shares of Common Stock, which constitutes 17.1% of such class of securities.

SCHEDULE 13D

CUSIP NO. 38115J100

Page 12 of 14 Pages

(b) Landon T. Clay has sole voting and dispositive power of 30,777 shares of Common Stock. Thomas M. Clay has sole voting and dispositive power of 1,913,650 shares of Common Stock, including 107,250 shares of Common Stock issuable upon the exercise of the Options. Brian James has sole voting and dispositive power of 0 shares of Common Stock. The LTC 2009 Trust has sole voting and dispositive power of 5,967,000 shares of Common Stock. The 2016-2 GRAT has sole voting and dispositive power of 17,047,739 shares of Common Stock. Landon T. Clay may be deemed to share voting and dispositive power over 26,699,258 shares of Common Stock which consist of (i) 807,250 shares of Common Stock held by Arctic Coast, (ii) 1,344,269 shares of Common Stock held by the Monadnock Trust, (iii) 1,533,000 shares of Common Stock issuable upon the exercise of warrants held by the CF 2009 Trust, (iv) 5,967,000 shares of Common Stock issuable upon the exercise of warrants held by the LTC 2009 Trust and (v) 17,047,739 shares of Common Stock held by the 2016-2 GRAT. Thomas M. Clay may be deemed to share voting and dispositive power over 25,354,989 shares of Common Stock which consist of (i) 807,250 shares of Common Stock held by Arctic Coast, (ii) 1,533,000 shares of Common Stock issuable upon the exercise of warrants held by the CF 2009 Trust, (iii) 5,967,000 shares of Common Stock issuable upon the exercise of warrants held by the LTC 2009 Trust and (iv) 17,047,739 shares of Common Stock held by the 2016-2 GRAT. Brian James may be deemed to share voting and dispositive power over 9,651,519 shares of Common Stock which consist of (i) 807,250 shares of Common Stock held by Arctic Coast, (ii) 1,344,269 shares of Common Stock held by the Monadnock Trust, (iii) 1,533,000 shares of Common Stock issuable upon the exercise of warrants held by the CF 2009 Trust and (iv) 5,967,000 shares of Common Stock issuable upon the exercise of warrants held by the LTC 2009 Trust.

(c) On January 14, 2016, Landon T. Clay transferred 17,047,739 shares of Common Stock to the 2016-2 GRAT for the benefit of himself. Thomas M. Clay is the sole trustee under the 2016-2 GRAT.

(d) Inapplicable.

(e) Inapplicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

There have been no material changes to the information previously reported in the Schedule 13D with respect to the Reporting Persons.

Item7.

Material to be Filed as Exhibits

Exhibit 1

Joint filing agreement, dated as of February 12, 2010, by and between Landon T. Clay and Thomas M. Clay.*

Exhibit 2

Joint filing agreement, dated as of April 24, 2012, by and between Landon T. Clay, Thomas M. Clay and the Landon T. Clay 2009 Irrevocable Trust.**

SCHEDULE 13D

CUSIP NO. 38115J100

Page 13 of 14 Pages

Exhibit 3

Transaction Agreement, dated June 8, 2014 (Incorporated by reference to Golden Queen’s Current Report on Form 8-K filed on June 12, 2014).

Exhibit 4

Voting and Support Agreement, dated as of June 8, 2014.***

Exhibit 5

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).

Exhibit 6

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).

Exhibit 7

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

Exhibit 8

Form of Share Purchase Warrants of Golden Queen Mining Co. Ltd., dated as of June 8, 2015 (Incorporated by reference to Golden Queen’s Current Report on Form 8-K filed on June 9, 2015).

Exhibit 9

Joint Filing Agreement, dated as of December 18, 2015, among Landon T. Clay, Thomas M. Clay, Brian James and the Landon T. Clay 2009 Irrevocable Trust.****

Exhibit 10

Joint Filing Agreement, dated as of January 27, 2016, among Landon T. Clay, Thomas M. Clay, Brian James, the Landon T. Clay 2009 Irrevocable Trust and the Landon T. Clay 2016-2 Annuity Trust (Filed herewith).

__________

*Included as an exhibit to the Schedule 13D/A filed on February 2, 2010.

**Included as an exhibit to the Schedule 13D/A filed on April 25, 2012.

***Included as an exhibit to the Schedule 13D/A filed on June 18, 2014.

**** Included as an exhibit to the Schedule 13D/A filed on December 18, 2015.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

January 27, 2016	LANDON T. CLAY

	By:	/s/ Landon T. Clay
		Landon T. Clay


January 27, 2016	THOMAS M. CLAY

	By:	/s/ Thomas M. Clay
		Thomas M. Clay


January 27, 2016	BRIAN JAMES

	By:	/s/ Brian James
		Brian James


January 27, 2016	LANDON T. CLAY 2009 IRREVOCABLE TRUST U/A DATED MARCH 6, 2009

	By:	/s/ Thomas M. Clay
		Thomas M. Clay, Trustee


January 27, 2016	LANDON T. CLAY 2016-2 ANNUITY TRUST U/A DATED JANUARY 14, 2016

	By:	/s/ Thomas M. Clay
		Thomas M. Clay, Trustee

EX-99.10 2 v429803_ex10.htm EXHIBIT 10

Exhibit 10

In accordance with Rule 13d-1(k)(10) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock of Golden Queen Mining Company, Ltd. is being filed with the Securities and Exchange Commission on behalf of each of them.

January 27, 2016	LANDON T. CLAY

	By:	/s/ Landon T. Clay
		Landon T. Clay


January 27, 2016	THOMAS M. CLAY

	By:	/s/ Thomas M. Clay
		Thomas M. Clay


January 27, 2016	BRIAN JAMES

	By:	/s/ Brian James
		Brian James


January 27, 2016	LANDON T. CLAY 2009 IRREVOCABLE TRUST U/A DATED MARCH 6, 2009

	By:	/s/ Thomas M. Clay
		Thomas M. Clay, Trustee

January 27, 2016	LANDON T. CLAY 2016-2 ANNUITY TRUST U/A DATED JANUARY 14, 2016

	By:	/s/ Thomas M. Clay
		Thomas M. Clay, Trustee