SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

GOLDEN QUEEN MINING CO. LTD.

(Name of Issuer)

Common Share, without par value

(Title of Class of Securities)

38115J100

(CUSIP Number)

René Marion

President and Chief Executive Officer

Gammon Gold, Inc.

1701 Hollis Street, Suite 400

P.O. Box 2067

Halifax, Nova Scotia B3J 2Z1

(902) 468-0614

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

With a copy to:

Jason K. Zachary

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10001

(212) 446-4800

June 1, 2010

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

* 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).

CUSIP No. 38115J100 Page 1 of 8

1	NAMES OF REPORTING PERSONS Gammon Gold, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)   ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole voting power 7,500,000 (See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 7,500,000 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,500,000 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% (See Item 5)
14	TYPE OF REPORTING PERSON CO

Item 1. Security and Issuer.

This statement on Schedule 13D relates to common shares, without par value (“Common Shares”), of Global Queen Mining Co. Ltd, a corporation organized under the laws of the Province of British Columbia (the “Issuer”). The Issuer has its principal executive offices at 6411 Imperial Avenue, West Vancouver, British Columbia V7W 2J5 Canada.

Item 2. Identity and Background.

(a) The name of the entity filing this statement on Schedule 13D is Gammon Gold, Inc. (the “Reporting Person”).

(b) The principal business address of the Reporting Person is 1701 Hollis Street, Suite 400, P.O. Box 2067, Halifax, Nova Scotia B3J 2Z1.

(c) The Reporting Person is a mining company engaged in the mining and exploration for, and development of, gold and silver deposits in Mexico.

Certain information required by this Item 2(a) – (c) concerning the directors and executive officers of the Reporting Person is set forth on Schedule A annexed hereto, which is incorporated herein by reference.

(d) – (e) Within the past five years, the Reporting Person and, to the knowledge of the Reporting Person, none of the persons set forth on Schedule A, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws.

(f) The Reporting Person is organized under the laws of the Province of Quebec. Certain information required by this Item 2(f) concerning the directors and executive officers of the Reporting Person is set forth on Schedule A annexed hereto, which is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration.

On June 1, 2010, the Issuer entered into a Subscription Agreement (the “Subscription Agreement”) with the Reporting Person providing for the private placement of 5,000,000 Units of the Issuer (the “Units”) at a price of $1.60 per Unit for an aggregate cash purchase price of $8,000,000 CAD. Each Unit is comprised of one Common Share of the Issuer, one quarter (1/4) of one non-transferable share purchase warrant (each whole warrant a “1.75 Warrant”), and one quarter (1/4) of one non-transferable share purchase warrant (each whole warrant a “2.00 Warrant” and collectively with the 1.75 Warrants the “Warrants”). Each 1.75 Warrant entitles the Reporting Person to purchase one additional Common Share of the Issuer at a price of $1.75. Each 2.00 Warrant entitles the Reporting Person to purchase one additional common share of the Issuer at a price of $2.00.

The Warrants expire on December 1, 2011. The foregoing summary of the Subscription Agreement is qualified by reference to a copy of the Subscription Agreement and the form of Warrant included as Exhibit 99.1 and Exhibit 99.2, respectively, to this Schedule 13D and incorporated herein in their entirety by reference.

The source of funds used to acquire the Units by the Reporting Person was from working capital of the Reporting Person.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

Item 4. Purpose of the Transaction.

The purpose of the purchase of the Units described in Item 3 of this Schedule 13D was for strategic investment purposes. Except as contemplated by the Subscription Agreement or as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Person has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. However, the Reporting Person intends to review its investment in the Issuer on a continuing basis and, from time to time, the Reporting Person and its affiliates may develop plans or proposals, and/or engage in discussions with the Issuer or others regarding the matters described in subparagraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. Such actions may, but there is no assurance that they will, include, at any time or from time to time, and subject to any required regulatory approvals or requirements, discussions or cooperation with management, the board of directors, other shareholders of the Issuer and/or relevant third parties. Such topics of discussion may include, but are not limited to, the Issuer’s markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. The Reporting Person may also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The foregoing actions could have the purpose or effect of directly or indirectly changing or influencing control of the Issuer or otherwise relate to or result in any of the actions set forth in response to subparagraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.

In addition, depending upon various factors, including the Issuer’s financial position and strategic direction, the price levels of its Common Shares, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may from time to time take such actions with respect to its investment in the Issuer as it deems appropriate, including exercising the Warrants, purchasing additional Common Shares or any of the Issuer’s other equity securities or debt securities in open market transactions, block trades, private transactions, negotiated transactions or other purchase transactions, and/or selling any or all of the Common Shares or any of the Issuer’s other equity securities or debt securities owned by it or its affiliates in open market transactions, block trades, private transactions, negotiated transactions or other sale transactions, in each case depending upon price, market conditions, availability of funds, evaluation of alternate investments, legal constraints, and other factors. In furtherance of the foregoing sales or purchases, the Reporting Person also reserves the right to engage in short

sales, purchases or sales of put, call or other types of options, forward delivery contracts, swaps, hedging transactions, loans or pledges of shares and other pledge transactions, any combination of methods of sale or purchase and any other sale or purchase methods permitted under applicable law.

The Reporting Person intends to participate in and influence the affairs of the Issuer through the exercise of its respective voting rights with respect to its shares of the Issuer’s Common Shares. Notwithstanding the foregoing, the Reporting Person reserves the right to effect any such actions as it may deem appropriate in the future and may at any time change its intention with respect to any or all of the matters described in this Item 4.

The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate number and percentage of Common Shares of the Issuer deemed to be beneficially owned by the Reporting Person is 7,500,000 shares, which represents approximately 7.8% of the outstanding Common Shares of the Issuer. The ownership percentage is based upon 89,078,380 Common Shares of the Issuer outstanding as of June 1, 2010, as provided by the Issuer. The aggregate number of Common Shares beneficially owned by the Reporting Person consists of 5,000,000 Common Shares and 2,500,000 warrants that are currently exercisable to purchase an aggregate of 2,500,000 Common Shares.

Other than as set forth above, none of the persons set forth on Schedule A has any interest in the Common Shares of the Issuer.

(b) The Reporting Person has the sole power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares.

(c) Except as described above in Items 3 and 6, no transactions in the securities of the Issuer were effected by the Reporting Person or, to its knowledge, any other person set forth on Schedule A of this Schedule 13D, during the past 60 days.

(d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Subscription Agreement

On June 1, 2010, the Issuer entered into the Subscription Agreement with the Reporting Person providing for the private placement of 5,000,000 Units. The Subscription Agreement also provides that the Reporting Person may request that the Issuer file, at the sole cost and expense of the Issuer, a registration statement with the Securities and Exchange Commission in respect of the Common Shares and the Common Shares issuable upon exercise of the Warrants. This registration right expires on or after the date that is 16 months from June 1, 2010.

Share Issuance Agreement

On June 1, 2010, in connection with the Subscription Agreement, the Issuer entered into the Share Issuance Agreement with the Reporting Person providing the Reporting Person the right to acquire that number of equity securities as will enable the Reporting Person and its affiliates to own, after completion of an offering, the same percentage of Common Shares (calculated on a fully-diluted basis only with respect to those equity securities, if any, offered in connection with such proposed offering that are not Common Shares) as the Reporting Person and its affiliates owned immediately before the date on which the notice was given. The Share Issuance Agreement will automatically terminate on the earlier of (i) the date the Reporting Person ceases to own that number of Common Shares that represent at least 3%, subject to certain exclusions, of the then issued and outstanding Common Shares and (ii) the date an affiliate of the Reporting Person who has been assigned the rights and obligations under the Share Issuance Agreement by the Reporting Person ceases to be an affiliate of the Reporting Person. A copy of the Share Issuance Agreement is attached as Schedule C to the Subscription Agreement.

Warrant

On June 1, 2010, the Issuer and the Reporting Person entered into a warrant agreement for each of the 1.75 Warrants and the 2.00 Warrants providing the Reporting Person the right to purchase one additional Common Share of the Issuer at a price of $1.75 CAD and $2.00 CAD, respectively.

Except as otherwise disclosed in this Section 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Person, or between the Reporting Person and any other person, with respect to the securities of the Issuer.

There are no contracts, arrangements, understandings or relationships among the persons set forth on Schedule A, or between the persons set forth on Schedule A, and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
99.1	Subscription Agreement, dated June 1, 2010, between Golden Queen Mining Co. Ltd. and Gammon Gold, Inc.
99.2	Form of Warrant, dated June 1, 2010, between Golden Queen Mining Co. Ltd. and Gammon Gold, Inc.

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.

Date: June 11, 2010

GAMMON GOLD, INC.
By:	/s/ Scott Perry

Name: Scott Perry

Title: Executive Vice President and Chief Financial Officer

SCHEDULE A

CERTAIN INFORMATION REGARDING THE EXECUTIVE OFFICERS AND DIRECTORS OF GAMMON GOLD, INC.

Directors

Name	Principal Occupation	Business Address	Citizenship
René Marion	President and Chief Executive Officer of Gammon Gold, Inc.	c/o of Gammon Gold, Inc., 1701 Hollis Street, Suite 400, P.O. Box 2067, Halifax, Nova Scotia B3J 2Z1	Canada
Luis Chavez	Director of Mexican Operations of Gammon Gold, Inc.	c/o of Gammon Gold, Inc., 1701 Hollis Street, Suite 400, P.O. Box 2067, Halifax, Nova Scotia B3J 2Z1	Mexico
Ronald Smith	Chartered Accountant	c/o of Gammon Gold, Inc., 1701 Hollis Street, Suite 400, P.O. Box 2067, Halifax, Nova Scotia B3J 2Z1	Canada
George Elliott	Barrister and Solicitor	c/o of Gammon Gold, Inc., 1701 Hollis Street, Suite 400, P.O. Box 2067, Halifax, Nova Scotia B3J 2Z1	Canada
Terrence Cooper	Barrister and Solicitor	c/o Cooper & McDonald 1669 Granville St Halifax, NS B3J 1X2, Canada	Canada
Colin K. Benner	Chairman Capstone Mining Corporation	c/o Capstone Mining Corp. Suite 900-999 West Hastings Street Vancouver, B.C. V6C 2W2	Canada
Richard M. Colterjohn	Managing Partner and Principal, Glencoban Capital Management Incorporated	c/o Glencoban Capital Management 130 Bloor St W Suite 905 Toronto M5S 1N5, ON	United States
Alan R. Edwards	President & Chief Executive Officer, Copper One Incorporated	c/o Copper One Inc. 1980 –1075 West Georgia St. Vancouver, BC V6E 3C9	Canada
Joseph Spiteri	Principal Mining Consultant, SGM Consultants Incorporated	c/o of Gammon Gold, Inc., 1701 Hollis Street, Suite 400, P.O. Box 2067, Halifax, Nova Scotia B3J 2Z1	Canada

Executive Officers

René Marion	President, Chief Executive Officer and Director
Scott Perry	Executive Vice President and Chief Financial Officer
Russell Tremayne	Executive Vice President and Chief Operating Officer
Chris Bostwick	Senior Vice President, Technical Services
Peter Drobeck	Senior Vice President, Exploration and Business Development
Luis Chavez	Director of Mexican Operations and Director
Dana Hatfield	Senior Vice President, Finance
Chris Richter	Vice President, Corporate Development

The principal occupation of each of the executive officers listed above is serving as an employee of the Reporting Person in their respective capacity listed above. Each of the executive officers listed above is a citizen of the Canada, except Chris Bostwick, who is a citizen of the United States of America, and Luis Chavez, who is a citizen of Mexico, and the principal business address of each such individual is c/o of Gammon Gold, Inc., 1701 Hollis Street, Suite 400, P.O. Box 2067, Halifax, Nova Scotia B3J 2Z1, telephone (902) 468-0614.

The filing of this Statement on Schedule 13D shall not be construed as an admission that any of such individuals is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement on Schedule 13D.

A-2

EX-99.1

Exhibit 99.1

SUBSCRIPTION AGREEMENT OF GOLDEN QUEEN MINING CO. LTD.
	BETWEEN:          GAMMON GOLD INC.	(the “Subscriber”)
	AND:                    GOLDEN QUEEN MINING CO. LTD.	(the “Issuer”)
	Subject and pursuant to the terms set out in “Terms and Conditions of Private Placement Subscription Agreement”, attached hereto, the Subscriber hereby irrevocably subscribes for, and on the closing date will, subject to the satisfaction of the terms and conditions herein, purchase from the Issuer 5,000,000 Units of the Issuer (the “Units”) at a price of $1.60 per Unit for a total subscription price of $8,000,000 (the “Purchase Price”), payment for which accompanies this Subscription Agreement in accordance with section 1 of the attached “Terms and Conditions of Private Placement Subscription Agreement”.
	Each Unit is comprised of one common share of the Issuer (a “Share”), one quarter (1/4) of one non-transferable share purchase warrant (each whole warrant a “1.75 Warrant”), and one quarter (1/4) of one non-transferable share purchase warrant (each whole warrant a “2.00 Warrant” and collectively with the 1.75 Warrants the “Warrants”). Each 1.75 Warrant entitles the Subscriber to purchase one additional common share of the Issuer (a “Warrant Share”) at a price of $1.75 for a period of 18 months from the Closing Date. Each 2.00 Warrant entitles the Subscriber to purchase one Warrant Share at a price of $2.00 for a period of 18 months from the Closing Date. All dollar amounts in this Subscription Agreement are in Canadian currency unless otherwise noted. Capitalized Terms not defined above are defined in the attached “Terms and Conditions of Private Placement Subscription Agreement”.
	The Subscriber owns directly or indirectly, or exercises control or direction over, 0 outstanding common shares of the Issuer and convertible securities entitling the Subscriber to acquire additional common shares of the Issuer which, if converted, in the aggregate would represent 0 common shares of the Issuer.
	SIGNED BY the Subscriber this 1st day of June, 2010.
	/s/ René Marion Authorized Signatory of Subscriber
	René Marion Print name of person signing and Capacity or Title
	c/o Gammon Gold, Inc. Address of Subscriber
	1701 Hollis Street, Suite 400 Halifax, Nova Scotia B3J 2Z1
	Registration and Delivery instructions of Subscriber: Register the Securities as set forth below:	Deliver the Securities as set forth below:
	Name	Name
	Account reference, if applicable	Account reference, if applicable
	Address	Address
	Accepted this 1st day of June, 2010 by Golden Queen Mining Co. Ltd.
	Per:      /s/ H. Lutz Klingmann                                           H. Lutz Klingmann, President

TERMS AND CONDITIONS OF

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

1. Delivery and Use of Purchase Price. The Subscriber hereby subscribes for and agrees to purchase the Units for the Purchase Price. The undersigned agrees to concurrently deliver to the Issuer on or before the Closing Time (as defined in Section 4 below) the Purchase Price, and fully completed and executed copies of this Subscription Agreement and the attached schedules hereto. The Purchase Price shall be paid by certified cheque or wire transfer either payable directly to the Issuer and shall be held in trust by counsel to the Issuer, being the Vancouver law firm of Morton & Company pending Closing. The Shares and Warrants are to be issued and delivered in accordance with the instructions provided on the first page of this Agreement, and consistent with the terms of this Subscription Agreement. The term “Securities” used herein refers to the Shares, the Warrants and the Warrant Shares, upon due exercise of the Warrants.

2. Conditions of Purchase. In connection with the purchase of the Units, the following documents are attached hereto which the Subscriber must complete and sign, as required, and return to the Issuer, together with an executed copy of this Subscription Agreement:

(a) Schedule “A”, Subscriber’s Certificate.

The obligation of the Issuer to sell the Securities to the Subscriber is subject to, among other things, the conditions that:

(a) the Subscriber executes and returns all documents required by applicable securities legislation and the Toronto Stock Exchange (the “Exchange”) to the Issuer;

(b) all necessary regulatory approvals being obtained prior to the Closing Date; and

(c) the Closing Date occurring no later than June 1, 2010.

3. Regulatory Compliance by Subscriber: The Subscriber agrees, on its own behalf and on behalf of any purchaser for whom it is acting, to comply with all applicable securities laws, including the federal securities laws of the United States, and with the policies of the Exchange concerning the purchase, the holding, and resale of the Securities.

4. Closing. The time of closing (the “Closing Time”) is to occur no later than 4:00 p.m. (Vancouver Time) on June 1, 2010 (the “Closing Date”). This Subscription Agreement will terminate if the closing has not occurred for any reason by the Closing Time unless the Issuer and the Subscriber mutually agree in writing to extend the Closing Time or the Closing Date. On termination of this Subscription Agreement, any funds advanced to the Issuer will be returned to the Subscriber. At the Closing Time, and subject to the receipt of the Purchase Price, the Issuer will deliver certificates representing the Shares and the Warrants to the Subscriber.

5. Acknowledgements. The Subscriber acknowledges, confirms and agrees with the following:

(a) no prospectus or offering memorandum has been delivered to, or summarized for or seen by, the Subscriber, or has been filed by the Issuer with any securities commission, in connection with the issuance of the Securities;

(b) in making a decision to purchase the Units, the Subscriber has relied solely upon publicly available information relating to the Issuer and this Subscription Agreement and, except as contemplated by Section 5(k) below, not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Issuer or any employee, agent or affiliate thereof or any other person associated therewith;

(c) the Subscriber (or, if applicable, others for whom it is acting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in this Subscription Agreement);

(d) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under Canadian securities laws, and rules, policies and regulations thereunder (the “Canadian Applicable Laws”) and, as a consequence of acquiring securities pursuant to this section, certain protections, rights and remedies provided by the Canadian Applicable Laws, including statutory rights of rescission or damages, will not be available to the Subscriber;

(e) the Securities will be subject to a hold period imposed by Canadian National Instrument 45-102 (“NI 45-102”) as in effect as at the date of this Subscription Agreement and the Closing Date. The certificates representing the Shares will contain legends denoting the restrictions on transfer imposed by NI 45-102 and the Exchange;

(f) except as provided herein, none of the Securities or the Warrant Shares have been or will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”)), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available;

(g) the Subscriber (and, if applicable, others for whom it is acting hereunder) may not offer, sell or transfer the Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available;

(h) the Securities will be subject to restrictions on resale pursuant to Rule 144 of the 1933 Act and may not be sold except in compliance with Rule 144, or another exemption from the registration requirements under the 1933 Act, or if the Securities are registered under the 1933 Act for resale. The Subscriber understands that unless registered under the 1933 Act, the Warrant Shares will be restricted securities pursuant to Rule 144 and that the restricted period for the Warrant Shares under Rule 144 commences on the date of exercise of the Warrants; and

(i) upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations or Canadian Applicable Laws, the certificates representing the Securities and the Shares issuable on the exercise of the Warrants (the “Warrant Shares”) and all securities issued in exchange therefore or in substitution thereof, will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

(j) it understands that if it decides to offer, sell or otherwise transfer the Securities or the Warrant Shares, it will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

(i) the transfer is to the Issuer;

(ii) the transfer is made outside the United States in a transaction meeting the requirements of Rule 903, Rule 904 and Rule 905 (as applicable) of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations, and it understands that the Issuer is NOT a “foreign issuer” as defined in Rule 902 of Regulation S under the 1933 Act, and accordingly additional restrictions may apply to resales of the Securities;

(iii) the transfer is made in compliance with the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; and it has prior to such sale furnished to the Issuer an opinion of counsel reasonably satisfactory to the Issuer that such transfer meets the requirements of Rule 144, and that if it is an

affiliate of the Issuer, that ongoing Rule 144 restrictions may apply; or

(iv) the Securities or the Warrant Shares are transferred in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities; and it has prior to such sale furnished to the Issuer an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Issuer;

(k) it has had the opportunity to ask questions of and receive answers from the Issuer regarding the investment, and has received all the information regarding the Issuer that it has requested;

(l) it consents to the Issuer making a notation on its records or giving instruction to the registrar and transfer agent of the Issuer in order to implement the restrictions on transfer set forth and described herein;

(m) it understands and acknowledges that, except as set forth in this Subscription Agreement, the Issuer has no obligation or present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Securities or the Warrant Shares;

(n) the office or other address of the Subscriber at which the Subscriber received and accepted the offer to purchase the Securities is the address listed as the “Subscriber’s Address” on the signature page of the Subscription Agreement;

(o) it understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, disposition or exercise of any of the Securities; the Issuer gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such Securities; in particular, no determination has been made whether the Issuer will be a “passive foreign investment company” (“PFIC”) within the meaning of Section 1291 of the United States Internal Revenue Code;

(p) it is acquiring the Securities for its own account and not on behalf of any other person for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States federal and state securities laws;

(q) the Subscriber is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders, and others have been given to authorize execution of this Subscription Agreement on behalf of the Subscriber;

(r) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber; and

(s) this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber (except as such enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles).

6. Representations and Warranties of the Subscriber. The Subscriber represents and warrants to the Issuer, acknowledging that the Issuer will be relying upon such representations and warranties in entering into this Agreement as follows:

(a) that the Subscriber is resident in the province or jurisdiction indicated on the first page of this Agreement;

(b) that the Subscriber is purchasing the Securities as “principal” and is an “accredited investor”, as those terms are used in National Instrument 45-106, and the Subscriber has completed Schedule “A” hereto;

(c) has no knowledge of a “material fact” or “material change”, as those terms are defined in the Canadian Applicable Laws, in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular private placement (if not yet disclosed);

(d) is not purchasing the Securities as a result of an advertisement of the Securities in printed media of general and regular paid circulation, radio or television;

(e) has not received any written or oral representations:

(i) that any person will resell or repurchase the Securities;

(ii) that any person will refund the purchase price of the Securities;

(iii) as to the future price or value of the Securities; or

(iv) that the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the Securities for trading on a stock exchange other than the Exchange;

(f) has had the opportunity to consult its own independent professional advisors with respect to the legal, financial and tax consequences of purchasing the Securities;

(g) is capable of assessing and evaluating the risks and merits of an investment in the Securities as a result of the Subscriber’s financial, investment or business experience or as a result of advice received from a registered person other than the Issuer or an affiliate thereof, and the Subscriber is able to bear the economic loss of its investment;

(h) the Subscriber understands that the Issuer has not registered any of the Securities under the United States Securities Act of 1933 (the “1933 Act”) or the applicable laws of any other jurisdiction, in reliance on exemptions from registration. The Subscriber further understands that such exemptions depend upon the Subscriber’s investment intent at the time it acquires the Securities. The Subscriber therefore represents and warrants that it is purchasing the Securities for its own account for investment, not as a nominee or agent, without any present intention to distribute, assign, resell or transfer the Securities in any manner with would result in a violation of Regulation S promulgated under the 1933 Act

(“Regulation “S”) or any other provision of United States securities laws. Except as specifically stated herein, no other person has a direct or indirect beneficial interest in the Securities. Because the Securities are not registered, the Subscriber is aware that it must hold them indefinitely unless they are registered under the 1933 Act or it must obtain exemptions from such registration.

(i) the Subscriber is not a “U.S. Person” as defined by Regulation S and is not acquiring the Securities for the account or benefit of a U.S. Person. A “U.S. Person” is defined by Regulation S to be any person who is: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if: (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts;

(j) the Subscriber has had the opportunity to review all reports that the Issuer has filed with the U.S. Securities and Exchange Commission as a U.S. domestic issuer;

(k) to its knowledge, the Subscriber has not purchased the Securities as a result of any form of General Solicitation or General Advertising as these terms are defined in Regulation D under the 1933 Act. The solicitation of an offer to purchase the Securities was directly communicated to the Subscriber. At no time was the Subscriber presented with or solicited by or through any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising in connection with such communicated offer;

(l) acknowledges that (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of the Securities; (iv) there are restrictions on the Subscriber’s (or beneficial purchaser’s, if applicable) ability to re-sell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and (v) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Canadian Applicable Laws and, as a consequence of acquiring the Securities pursuant to an exemption, certain protections, rights and remedies provided by the Act, including statutory rights of rescission and damages, will not be available to the Subscriber;

(m) is not a “control person” of the Issuer as defined in the Canadian Applicable Laws, will not become a “control person” by virtue of this purchase of any of the Securities, and does not intend to act in concert with any other person to form a control group of the Issuer;

(n) the funds representing the aggregate subscription price in respect of the Securities which will be advanced by the Subscriber to the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the name of the Subscriber and other information relating to this Agreement and the subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of the Subscriber’s knowledge (a) none of the subscription funds provided by the Subscriber (i) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber and, (b) the Subscriber will promptly notify the Issuer if it discovers that any of such representations cease to be true, and to provide the Issuer with appropriate information in connection therewith.

7. Reliance Upon Representations, Warranties, and Covenants. The Subscriber acknowledges that the foregoing representations and warranties are made by it with the intent that they may be relied upon by the Issuer and its counsel in determining its eligibility to purchase the Shares under the relevant securities laws. The Issuer and its counsel shall be entitled to rely on the representations and warranties of the Subscriber contained hereto and the Subscriber shall indemnify and hold harmless the Issuer and its counsel for any direct losses, claims, costs, expenses, damages or liabilities they may suffer or incur which are caused by or arise from, directly or indirectly, their reliance thereon.

8. Representations, Warranties and Agreements of the Issuer. The Issuer represents, warrants, and covenants to the Subscriber, and agrees with the Subscriber, that:

(a) each of the Issuer and its subsidiaries, if any, has been duly incorporated, continued or amalgamated and is validly subsisting and in good standing with respect to the filing of annual returns under the laws of the jurisdictions in which it is incorporated, continued or amalgamated and has all the requisite corporate power and capacity to carry on its business as now conducted and as presently proposed to be conducted by it and to own its assets;

(b) the Issuer is a reporting issuer in the Provinces of British Columbia, Ontario and Quebec and the Issuer is not on the list of defaulting issuers in any of such Provinces and the Issuer has its shares listed on the Exchange and quoted on the OTC Pink Sheets;

(c) the Issuer has all requisite power and capacity and good and sufficient right and authority to enter into, deliver and carry out its obligations under this Subscription Agreement and to complete the transactions contemplated under this Subscription Agreement on the terms and conditions set forth herein;

(d) this Subscription Agreement and the Share Issuance Agreement has been authorized, executed and delivered by the Issuer and constitutes a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles);

(e) the Issuer hereby grants to the Subscriber a registration right whereby the Subscriber may request in writing that the Issuer file, at the sole cost and expense of the Issuer, a registration statement on Form S-3 or Form S-1 with the U.S. Securities and Exchange Commission in respect of the Shares and/or the Warrant Shares issuable upon exercise of the Warrants, such registration right being wholly conditioned and subject to the Issuer being eligible to file such registration statement at the time of exercise of the registration right. If such registration statement is filed and effective, then the Subscriber agrees to comply with all notices from the Issuer in connection with a suspension of the effectiveness thereof. To the extent securities other the Shares and Warrant Shares of the Subscriber are being registered, such registration shall, to the extent not all securities beneficially owned by the Subscriber can be registered, be made pro-rata among the persons whose securities are being registered based on their holdings. The registration right granted pursuant to this subsection cannot be exercised by the Subscriber on or after that date which is 16 months from the Closing Date;

(f) The Shares and the Warrants have been duly authorized and, when issued upon payment thereof in accordance with this Agreement, will have been validly issued, fully paid and non-assessable. The Warrant Shares have been duly authorized and validly reserved for issuance, and when issued upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable. The stockholders of the Company have no preemptive or similar rights with respect to the Shares.

(g) Neither the execution and delivery of this Agreement or the Share Issuance Agreement (as hereinafter defined) nor the consummation of the transactions contemplated hereby or thereby will (i) violate any law or other restriction of any governmental authority to which Issuer is subject or any provision of Issuer’s constating documents, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which Issuer is a party or by which it is bound or to which any of its assets is subject, except as would not have a material adverse effect on the business, financial condition or results of operation of Issuer and its subsidiaries, taken as a whole. Issuer is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any governmental authority in order for the parties to consummate the transactions contemplated hereby, except as may be necessary as a result of any facts or circumstances relating solely to Subscriber or any other Person acquiring the Securities on the date hereof;

(h) The capitalization of Issuer consists of (x) 100,000,000 authorized shares of common shares, of which, as of immediately prior to the Closing Date (and prior to giving effect to any issuances on the date hereof), 89,078,380 are issued and outstanding, and (y) 3,000,000 authorized shares of preferred stock, no par value, [none of which are outstanding]. Except as set forth in its reports filed with the Securities and Exchange Commission as of the date of this Agreement, there are no (x) shares of capital stock or other equity securities or voting securities of Issuer, or (y) securities of Issuer convertible into or exchangeable for shares of capital stock or other equity securities or voting securities of Issuer;

(i) Assuming the truth and accuracy of the representations contained in Section 6 of this Agreement, it is not necessary in connection with the offer, sale and delivery of the

Securities to the Subscriber in the manner contemplated by this Agreement to register the Securities under the 1933 Act;

(j) To the knowledge of the Issuer, neither the Issuer nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has or had, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the 1933 Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act;

(k) None of the Issuer or any of its affiliates or any other person acting on its or their behalf has (i) directly or indirectly, solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the 1933 Act or (ii) with respect to those Securities offered or sold in reliance upon Regulation S under the 1933 Act (“Regulation S”), engaged in any directed selling efforts within the meaning of Regulation S, and assuming the accuracy of the representations and warranties of the Subscriber herein, all such persons have complied with the offering restrictions requirement of Regulation S;

(l) There is no material action, suit, proceeding or investigation pending or, to the Issuer’s knowledge, currently threatened against the Issuer or any of its subsidiaries;

(m) The Issuer has filed with securities regulators in each such jurisdiction all documents required to be filed under Canadian Applicable Laws (collectively the “Issuer Documents”). As of their respective dates, the Issuer Documents complied with Canadian Applicable Laws. The Company Documents taken as a whole (A) constitute full, true and plain disclosure of all material facts relating to the Issuer as required by Canadian Applicable Laws and (B) do not contain a misrepresentation (as such term is defined under Canadian Applicable Laws ); and

(n) No order to cease or suspend trading of any securities of the Issuer has been issued by any regulatory authority in Canada or the United States and, to the best of the Issuer’s knowledge, no investigations or proceedings for such purposes are pending or threatened;

9. Reliance Upon Representations, Warranties, and Covenants. The Issuer acknowledges that the foregoing representations and warranties and covenants are made by it with the intent that they may be relied upon by the Subscriber in purchasing the Securities. The Subscriber shall be entitled to rely on the representations and warranties and covenants of the Issuer contained herein and the Issuer shall indemnify and hold harmless the Subscriber for any direct losses, claims, costs, expenses, damages or liabilities they may suffer or incur which are caused by or arise from, directly or indirectly, their reliance thereon.

10. Survival of Representations and Warranties. The representations and warranties of the Subscriber contained in this Subscription Agreement shall be true at the Closing Date as though they were made at the Closing Date and they shall survive the Closing Date and remain in full force and effect thereafter for the benefit of the Issuer for a period of one year. The representations and warranties of the Issuer contained in this Agreement shall be true at the Closing Date as though they were made at the Closing Date and they shall survive the Closing Date and remain in full

force and effect thereafter for the benefit of the Subscriber for a period of one year. The covenants of the Corporation in Section 8(e) shall survive the Closing Date.

11. Conditions Precedent to Closing: The closing of the purchase and sale of the Shares shall be subject to the following conditions being satisfied at or prior to the Closing Time:

(i) receipt by the Issuer of this Subscription Agreement and attached Appendices and Schedules, as applicable, all duly completed and executed by the Subscriber;

(ii) receipt by the Issuer of the Purchase Price in accordance with this Subscription Agreement;

(iii) receipt by the Subscriber of the certificates representing the Shares and the Warrants;

(iv) the Issuer not being aware of any representation or warranty made by the Subscriber in this Subscription Agreement not being true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date);

(v) receipt of such other documents relating to the transactions contemplated by this Subscription Agreement as the Issuer or its counsel may reasonably request;

(vi) the Issuer shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Securities and the issuance of the Warrant Shares, including, without limitation, the conditional approval of the Exchange to the private placement of the Units, and to the listing on the Exchange of the Shares and of the Warrant Shares;

(vii) the Subscriber not being aware of any representation or warranty made by the Issuer in this Subscription Agreement not being true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date);

(viii) the Issuer executing and delivering to the Subscriber the share issuance agreement (the “Share Issuance Agreement”) attached hereto as Schedule “C”;

(ix) the Closing Date occurring no later than June 1, 2010 (unless extend by mutual written agreement of the Issuer and the Subscriber); and

(x) completion of a due diligence conference call the results of which are satisfactory to the Subscriber, acting reasonably; and

(xi) satisfactory Canadian corporate and securities legal opinions.

12. Amendment. This Agreement may not be modified, changed, discharged or terminated except by an instrument in writing, signed by the parties against whom any waiver, change, discharge or termination is sought.

13. Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof will be assignable by either the Issuer or the Subscriber without the prior written consent of the other party.

14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable thereto.

15. Interpretation. The sections and other headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement. Words imparting the neuter gender include the masculine or feminine gender and words in the singular include the plural and vice versa.

16. Notices. All notices and other communications provided for herein will be in writing and will be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or by facsimile or other electronic means indicating the date of receipt and the signatures of the parties:

(a) If to the Issuer, at the following address:

Golden Queen Mining Co. Ltd.

6411 Imperial Ave.

West Vancouver, BC V7W 2J5

Facsimile: (604) 921-9446

Attention: Mr. Lutz Klingmann

(b) If to the Subscriber, at the following address:

Gammon Gold Inc.—Executive Office

56 Temperance Street, Suite 501

Toronto, Ontario M5H 3V5

Facsimile: (416) 646-3828

Attention: Chief Executive Officer

17. Binding Effect. The provisions of this Agreement will be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.

18. Notification of Changes. The parties hereby covenant and agree to notify the other party upon the occurrence of any event prior to the Closing which would cause any party’s representations, warranties or covenants contained in this Agreement to be false or incorrect.

19. Entire Agreement. This Subscription Agreement including all schedules hereto (the “Subscription Agreement”) constitutes the entire agreement between the Subscriber and the Issuer with respect to the Securities, and other than the Share Issuance Agreement there are no other agreements, warranties, representations, conditions or covenants, written or oral, express or implied, in respect of, or which affect, the transaction herein contemplated.

20. Costs. The Subscriber acknowledges and agrees that except as may otherwise be provided for in this Subscription Agreement, all costs and expenses incurred by the Subscriber (including any

fees and disbursements of any special counsel retained by the Subscriber) relating to the sale of the Units to the Subscriber will be borne by the Subscriber.

21. Further Assurances. The Subscriber and Issuer will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Subscription Agreement.

22. Counterparts and Facsimile. This Subscription Agreement may be executed in counterparts or by facsimile or both, each counterpart or facsimile of which will be deemed to be an original, but all of which, taken together, and delivered will constitute one and the same agreement. This Subscription Agreement will not be effective as to any party hereto until such time as this Subscription Agreement or a counterpart thereof has been executed and delivered, by facsimile or otherwise, by each party hereto.

23. Collection of Personal Information. The Subscriber acknowledges and consents to the fact that the Issuer and/or its counsel are collecting the Subscriber’s personal information for the purpose of fulfilling the terms of this Subscription Agreement. The Subscriber further acknowledges and consents to the fact that the Issuer and/or its counsel may be required by applicable securities laws to provide securities regulatory authorities with any personal information provided by the Subscriber, according to the requirements of the applicable securities laws. In particular, the Subscriber consents to the disclosure of Personal Information by the Issuer to the Ontario Securities Commission as provided in Schedule “B” hereto.

Schedule “A”

SUBSCRIBERS CERTIFICATE

TO: GOLDEN QUEEN MINING CO. LTD.

In connection with the purchase by the undersigned subscriber (the “Subscriber”) of Securities of Golden Queen Mining Co. Ltd. (the “Issuer”), the Subscriber hereby represents, warrants, covenants and certifies to the Issuer that:

1. the Subscriber is resident in a Province or Territory of Canada;

2. the Subscriber is purchasing the Securities as principal for its own account;

3. the Subscriber is an “accredited investor” within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions by virtue of satisfying the indicated criterion as set out in Appendix I to this certificate (YOU MUST ALSO INITIAL APPENDIX I ON THE NEXT PAGE);

4. The above representations, warranties and covenants will be true and correct both as of the execution of this certificate and as of the Closing Time; and

5. The foregoing representations, warranties and covenants are made by the undersigned with the intent that they be relied upon in determining its suitability as a purchaser of the Securities and the undersigned undertakes to immediately notify the Issuer, of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Securities.

Terms in initial capital letters not defined herein have the meaning ascribed to them in the Subscription Agreement to which this Certificate pertains.

Dated:                                                  , 2010.

Name of Subscriber

By:
	Signature (authorized signatory)

Title

Appendix I to Schedule “A”

CANADIAN ACCREDITED INVESTOR ACKNOWLEDGEMENT

(YOU MUST INITIAL WHERE APPLICABLE)

Accredited Investor - (defined in National Instrument 45-106) means:

(a)	a Canadian financial institution, or a Schedule III bank;
(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;
(j)	an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
(k)	an individual whose net income before taxes exceeded $200 000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300 000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;
(n)	an investment fund that distributes or has distributed its securities only to
	(i)	a person that is or was an accredited investor at the time of the distribution,
	(ii)	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 and 2.19 of National Instrument 45-106, or
	(iii)	a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of National Instrument 45-106;

(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
(q)	a person acting on behalf of a fully managed account managed by that person, if that person
	(i)	is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
	(ii)	in Ontario, is purchasing a security that is not a security of an investment fund
(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function
(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or
(v)	a person that is recognized or designated by the appropriate securities regulatory authority as
	(i)	an accredited investor, or
	(ii)	an exempt purchaser in Alberta or British Columbia after this Instrument comes into force;

For the purposes hereof:

(a) “financial assets” means cash and securities; and

(b) “related liabilities” means:

(i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

(ii) liabilities that are secured by financial assets.

All monetary references are in Canadian Dollars.

Schedule “B”

ACKNOWLEDGEMENT - PERSONAL INFORMATION

The Subscriber agrees and provides its consent to:

(a) the disclosure of Personal Information by the Issuer to the Exchange (as defined below), to the Ontario Securities Commission and any other applicable securities regulatory authorities (the “Commissions”), the Issuer’s registrar and transfer agent, legal counsel and any other party involved in the purchase and sale of the Purchased Securities;

(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described below, in footnote (1), or as otherwise identified by the Exchange, from time to time; and

(c) the collection, use and disclosure of Personal Information by the Commissions as described below in footnote (2).

1. TSX Group and its affiliates, authorized agents, subsidiaries and divisions, including the Toronto Stock Exchange and the TSX Venture Exchange (collectively referred to as the “Exchange”) collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:

(a) to conduct background checks;

(b) to verify the Personal Information that has been provided about each individual;

(c) to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant;

(d) to consider the eligibility of the Issuer or Applicant to list on the Exchange;

(e) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates;

(f) to conduct enforcement proceedings; and

(g) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations service providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be disclosed:

(a) to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and

(b) on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange.

The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.

2. The Commissions may indirectly collect the Personal Information under the authority granted to them by securities legislation. The Personal Information is being collected for the purposes of the administration and enforcement of the securities legislation of the jurisdiction of each such Commission.

For questions about the collection of Personal Information by the Ontario Securities Commission, please

contact the Administrative Assistant to the Director of Corporate Finance, Suite 1903, Box 5520 Queen Street West,

Toronto, Ontario, M5H 3S8, (416) 593-8086.

Schedule “C”

SHARE ISSUANCE AGREEMENT

THIS SHARE ISSUANCE AGREEMENT (the “Agreement”) dated as of the 1^st day of June, 2010.

BETWEEN:

GOLDEN QUEEN MINING CO. LTD., a company existing under the laws of the Province of British Columbia.
(hereinafter called the “Corporation”)
	OF THE FIRST PART
– and –
GAMMON GOLD INC., a company existing under the laws of Québec.
(hereinafter called “Gammon”)
	OF THE SECOND PART

WHEREAS

A. as of the date hereof, Gammon owns of record and beneficially (i) 5,000,000 common shares of the Corporation (the “Common Shares”), representing approximately 5.3% of the outstanding Common Shares and (ii) 2,500,000 warrants (the “Warrants”) to acquire and aggregate of 2,500,000 Common Shares (the “Warrant Shares”);

B. the Corporation and Gammon agree that the terms, provisions and conditions set forth in this Agreement shall govern the rights of Gammon to subscribe for additional treasury securities of the Corporation;

NOW THEREFORE in consideration of one dollar ($1.00) now paid by each party hereto to the other and of the mutual promises contained herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 – SUBSCRIPTION RIGHT

1.1 Subscription Right – Offering of Equity Securities

If at any time during the term of this Agreement the Corporation determines to offer or issue any Equity Securities the Corporation will, not less than 2 business days after the date on which the proposed offering is publicly announced by the Corporation, give notice of the proposed offering to Gammon. The notice shall specify the total number and type of Equity Securities to be offered, the issue price for each such security and the closing date of the offering. The notice shall provide Gammon with the right to

acquire, in accordance with and under the offering, only that number of Equity Securities as will enable Gammon and its affiliates to own, after the completion of the offering, the same percentage of Common Shares (calculated on a fully-diluted basis only with respect to those Equity Securities, if any, offered in connection with such offering that are not Common Shares) as Gammon and its affiliates owned immediately before the date on which the notice was given.

A right to acquire contained in a notice shall be open for acceptance by Gammon in writing to the Corporation for a period of 5 business days from the date on which notice was given by the Corporation to Gammon. Gammon and the Corporation shall complete the purchase and sale of the Equity Securities to be issued to Gammon concurrently with the closing of the related offering. For greater certainty, the Corporation shall not be obligated to issue any Equity Securities to Gammon if the related offering does not close. The parties agree that any amendments to the proposed offering of Equity Securities by the Corporation will trigger the requirement for a new notice to Gammon as contemplated above, such notice to be provided to Gammon by the Corporation within 2 business days of the Corporation amending the terms of such proposed offering.

The rights contained in this Section 1.1 and the obligations of the Corporation thereunder shall not apply to (i) the grant of stock options (or the issuance of Common Shares resulting from the exercise of such options) under any stock option plan of the Corporation; or (ii) Equity Securities issuable upon the exercise of securities convertible into or exercisable for Common Shares (other than stock options) which are outstanding on the date of this Agreement.

1.2 Term of Agreement; Termination

(a) The term of this Agreement shall commence at midnight (Toronto time) on June 1, 2010.

(b) This Agreement shall automatically terminate and be of no force and effect on the earlier of (i) the date that the Gammon ceases to own that number of Common Shares that represent at least 3%, other than as a result of the issuances of securities in accordance with the last paragraph of section 1.1, of the then issued and outstanding Common Shares; and (ii) the date the Permitted Assign, if any, ceases to be an affiliate of Gammon.

(c) Upon termination of this Agreement, no party shall have any further obligations or liabilities hereunder; provided, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination.

1.3 Definitions

(a) For the purposes of this Agreement the term:

(i) “affiliate” has the meaning ascribed to that term under the Securities Act (Ontario); and

(ii) “Equity Securities” means Common Shares and securities convertible into Common Shares or representing the right or obligation to acquire Common Shares;.

ARTICLE 2 – MISCELLANEOUS

2.1 Entire Agreement

This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

2.2 Notices

(a) All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by telecopy or like transmission (with confirmation) and on the next business day when sent by overnight courier to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Gammon:

GAMMON GOLD INC. – EXECUTIVE OFFICE

56 Temperance Street, Suite 501

Toronto, Ontario M5H 3V5

Facsimile: (416) 646-3828

Attention: Chief Executive Officer

If to the Corporation:

GOLDEN QUEEN MINING CO. LTD.

6411 Imperial Avenue

West Vancouver, BC V7W 2J5

Facsimile: (604) 921-9446

Attention: Mr. Lutz Klingmann

2.3 Governing Law

This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the Province of British Columbia and the laws of Canada applicable therein (excluding any rule or principle of the conflict of laws which might refer such interpretation to the laws of another jurisdiction). Each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of British Columbia and all courts having appellate jurisdiction thereover in any proceeding arising out of or relating to this Agreement commenced in such court by any party against any other party or parties (a “Permitted Action”), and each party waives, and will not assert by way of motion or otherwise, as a defence or otherwise in any Permitted Action, any claim that it is not subject to the jurisdiction of the court to whose jurisdiction it has submitted in this Agreement, that such Permitted Action is brought in an inconvenient forum, that the venue of such Permitted Action is improper or that the subject matter of such Permitted Action may not be enforced in or by such court, and will not seek and hereby waives, in any proceeding brought to obtain an order or judgment for the recognition or enforcement of any final

judgment rendered in a Permitted Action, any review by any court of any other jurisdiction of or pertaining to the merits of any Permitted Action, whether or not such party fails to appear in or defend the Permitted Action.

2.4 Severability

If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of such provision and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected.

2.5 Execution in Counterpart

This Agreement may be executed in one or more counterparts (by manual or facsimile signature), each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and receipt of a facsimile version or PDF Version of an executed signature page by a party shall constitute satisfactory evidence of execution of this Agreement by such party.

2.6 Headings

All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

2.7 Costs

Each party will bear its own costs and expenses in connection with this Agreement including, without limitation, fees for their respective legal counsel, brokers, accountants and other professional advisors.

2.8 Amendment and Waiver

This Agreement or any provision hereof may not be amended except in writing signed by each of the parties hereto expressly so modifying such agreement or provision. The agreements set forth in this Agreement may be modified or waived only in writing by the party to whom such compliance is owed. It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

2.9 Assignment

Neither party may assign this Agreement or any interests, rights or benefits therein or thereunder without the prior written consent of the other party. Notwithstanding the foregoing, Gammon shall be permitted to assign this Agreement to any affiliate of Gammon (a “Permitted Assign”) and any Permitted Assign shall be permitted to assign this Agreement to Gammon or any affiliate of Gammon.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

	GOLDEN QUEEN MINING CO. LTD.
Per:
	Authorized Signatory
	GAMMON GOLD INC.
Per:
	Authorized Signatory

[END OF DOCUMENT]

EX-99.2

Exhibit 99.2

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

UNLESS PERMITTED BY SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 2, 2010.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 5:00 P.M. (VANCOUVER TIME) ON DECEMBER 1, 2011, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

No. 2010PP175-01

SHARE PURCHASE WARRANTS

OF

GOLDEN QUEEN MINING CO. LTD.

This is to Certify That, FOR VALUE RECEIVED, BMO Nesbitt Burns Inc. ITF 401-37865-14 of B1 Level, PO Box 150, 1 First Canadian Place, Toronto, Ontario, M5X 1H3 (the “Holder”), is entitled to purchase, subject to the provisions of these share purchase warrants (the “Warrants”), from Golden Queen Mining Co. Ltd., a corporation incorporated under the Business Corporations Act (British Columbia) (the “Corporation”), up to                      common shares of the Corporation (the “Warrant Shares”) for a purchase price of $                 per Warrant Share (the “Exercise Price”) until December 1, 2011. The Holder may exercise these Warrants at any time from the date hereof until 5:00 p.m. Vancouver Time on December 1, 2011 (the “Exercise Period”).

1.    EXERCISE OF WARRANTS.

These Warrants may be exercised in whole or in part at any time or from time to time during the Exercise Period. However, if such day is a day on which banking institutions in the city of Vancouver are authorized by law to close, then on the next succeeding day which shall not be such a day. These Warrants may be exercised by presentation and surrender hereof to the Corporation at its principal office with the Purchase Form attached hereto as Schedule “A” duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of the Warrants, but not later than five (5) business days following the receipt of good and available funds, the Corporation shall issue and send to the Holder a Direct Registration Advice statement or certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name of the Holder. If these Warrants should be exercised in part only, the Corporation shall, upon surrender of these Warrants for cancellation, execute and deliver new Warrants evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable thereunder.

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2.    RESERVATION OF SHARES. The Corporation covenants and agrees that the Warrant Shares that may be issued upon due exercise of these Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and no personal liability will attach to the holder thereof. The Corporation further covenants and agrees that during the Exercise Period, the Corporation will at all times have authorized and reserved a sufficient number of its common shares to provide for the exercise of these Warrants.

3.    FRACTIONAL SHARES. No fractional Warrant Shares or script representing fractional Warrant Shares shall be issued upon the exercise of these Warrants. With respect to any fraction of a Warrant Share called for upon any exercise hereof, such fraction shall be rounded down to the nearest whole Warrant Share.

4.    TRANSFER, EXCHANGE, OR LOSS OF WARRANTS. The Warrants are non-transferable. These Warrants are exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Corporation for other warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Warrant Shares purchasable hereunder. Upon receipt by the Corporation of evidence satisfactory to it of the loss, theft, destruction or mutilation of these Warrants, and upon surrender and cancellation of these Warrants, if mutilated, the Corporation will execute and deliver new Warrants of like tenor and date.

5.    RIGHTS OF THE HOLDER. These Warrants shall not entitle the Holder to any voting rights or any other rights, or subject the Holder to any liabilities, as a shareholder of the Corporation.

6.    ANTI-DILUTION PROVISIONS.

6.1    The acquisition rights in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows:

(a) if and whenever at any time during the Exercise Period, the Corporation shall:

(i) issue shares or securities exchangeable for or convertible into shares to holders of all or substantially all of its then outstanding shares by way of stock dividend or other distribution;

(ii) subdivide, redivide or change its outstanding common shares into a greater number of shares; or

(iii) reduce, combine or consolidate its outstanding common shares into a smaller number of shares,

(any of such events in these paragraphs (i), (ii) and (iii) being a “Share Reorganization”)

the Exercise Price of each Warrant shall be adjusted immediately after the record date or effective date of such Share Reorganization, as the case may be, by multiplying the Exercise Price then in effect by a fraction of which the numerator shall be the total number of common shares outstanding immediately prior to such date and the denominator shall be the total number of common shares outstanding immediately after such date after giving effect to the Share Reorganization. Such adjustment shall be made successively whenever any event referred to in this subsection shall occur. If and

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whenever at any time after the date hereof during the Exercise Period any of the events set out above shall occur and the occurrence of such event results in an adjustment of the Exercise Price, then the number of Warrant Shares purchasable pursuant to this Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Warrant Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment;

(b) if and whenever at any time during the Exercise Period, there is a reclassification or redesignation of the common shares or a capital reorganization of the Corporation other than as described in subsection 6.1(a) or a consolidation, amalgamation or merger, plan of arrangement or similar transaction of the Corporation with or into any other body corporate, trust, partnership or other entity (other than a consolidation, amalgamation, merger, plan of arrangement or similar transaction which does not result in any reclassification or redesignation of the outstanding common shares or a change of the common shares into other securities), or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity (any of such events being herein called a “Capital Reorganization”), the Holder of these Warrants, if it has not exercised its right of acquisition as of the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Warrant Shares that the Holder of these Warrants would otherwise be entitled to acquire, the kind and aggregate number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, that the Holder of these Warrants would have been entitled to receive as a result of such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the Holder of these Warrants had been the registered holder of the number of common shares sought to be acquired by it. Any new Direct Registration Advice statement or certificate issued by the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6 and which shall apply to successive reclassification, reorganizations, amalgamations, consolidations, mergers, sales or conveyances. If determined appropriate by the board of directors of the Corporation, acting reasonably and in good faith, and subject to the prior written approval of the principal stock exchange or over-the-counter market on which the shares are then listed or quoted for trading, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 6.1(b) with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of the Corporation, acting reasonably and in good faith;

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(c) if and whenever at any time during the Exercise Period, the Corporation shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this Subsection (c) as the “record date”) for the issuance of rights, options or warrants to all or substantially all the holders of the outstanding common shares of the Corporation entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase common shares of the Corporation or securities convertible into or exchangeable for common shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Market Value (as hereinafter defined) on such record date (any of such events being called a “Rights Offering”), then the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which shall be the aggregate of:

(A) the number of shares outstanding as of the record date for the Rights Offering, and

(B) a number determined by dividing either

(II) the product of the number of shares offered under the Rights Offering and the price at which such shares are offered,

as the case may be,

(III) the product of the exchange or conversion price per share of such securities offered and the maximum number of shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted,

by the Fair Market Value of the Shares as of the record date for the Rights Offering; and

(ii) the denominator of which shall be the aggregate of the number of shares outstanding on such record date after giving effect to the Rights Offering and including the number of shares offered pursuant to the Rights Offering (including shares issuable upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering).

Any shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall, then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 6(c), the number of Warrant Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the

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Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

For the purposes of the foregoing, the “Fair Market Value” of the common shares at any date shall be the volume weighted average price per share for any 20 consecutive trading days (which may be selected by the directors of the Corporation) commencing not more than 45 trading days and not less than five trading days before such date on the Toronto Stock Exchange (the “TSX”) or, if the Common Shares are not then listed on the TSX, then on such other stock exchange on which the Common Shares are then listed as may be selected by the directors of the Corporation or, if the common shares are not then listed on a stock exchange, on the over-the-counter market; the weighted average price shall be determined by dividing the aggregate of the closing sales prices of all such shares sold on such exchange or market, as the case may be, during the said 20 consecutive trading days by the total number of shares so sold; provided that, if there is no market for the common shares during all or part of such period during which the Fair Market Value thereof would otherwise be determined, the Fair Market Value in respect of a common share shall in respect of all or such part of the period be determined by a nationally recognized accounting firm chosen by the Corporation.

(d) If and whenever during the Exercise Period the Corporation shall issue or distribute to all or to substantially all the holders of the Shares:

(i) securities of the Corporation including shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares or cash, property or assets or evidences of its indebtedness, or

(ii) any cash, property or other assets,

and if such issuance or distribution does not constitute dividends paid in the ordinary course, a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted immediately after the record date for the Special Distribution so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(iii) the numerator of which shall be the difference between:

(A) the amount obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on such record date, and

(B) the aggregate fair market value (as determined by the directors of the Corporation, such determination to be subject to TSX approval) to the holders of such Shares of such Special Distribution; and

(iv) the denominator of which shall be the total number of shares outstanding on such record date multiplied by such Current Market Price of the Shares on such record date.

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Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 5(c), the number of Warrant Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(e) the adjustments provided for in this Section 6 are cumulative. After any adjustment pursuant to this Section, the term “Warrant Shares” where used in this Certificate shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section, the Holder of these Warrants is entitled to receive upon the exercise of these Warrants, and the number of Warrant Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Warrant Shares or other property or securities the Holder of these Warrants is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section, upon the full exercise of a Warrant.

6.2    All shares of any class or other securities which the Holder of these Warrants is at the time in question entitled to receive on the exercise of these Warrants, whether or not as a result of adjustments made pursuant to this Section 6, shall, for the purposes of the interpretation of this Certificate, be deemed to be shares which the Holder of these Warrants is entitled to acquire pursuant to such Warrants.

6.3    As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation or a successor company has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

6.4    In the absence of a resolution of the board of directors of the Corporation fixing a record date for any dividend or distribution referred to in Section 6.1(a)(i) or any Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution, Rights Offering or Special Distribution is effected.

6.5    Any question that at any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or other adjustments pursuant to Section 6 shall be conclusively determined by a firm of independent chartered accountants (who may be the Corporation’s auditors) and shall, absent manifest error, be binding upon the Corporation and the Holder. Notwithstanding the foregoing, such determination shall be subject to the prior written approval of the principal stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading. In the event that any such determination is made, the Corporation shall notify the Holder in the manner contemplated in Section 11 describing such determination.

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6.6    The Corporation shall not be required to deliver Direct Registration Advice statements or certificates for Warrant Shares while the share transfer books of the Corporation are properly closed prior to any meeting of shareholders, for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Warrant Shares called for thereby during any such period, delivery of Direct Registration Advice statements or certificates for Warrant Shares may be postponed for not more than five business days after the date of the re-opening of said share transfer books. Any such postponement of delivery of Direct Registration Advice statements or certificates shall be without prejudice to the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such Direct Registration Advice statements or certificates for the Warrant Shares called for after the share transfer books have been re-opened.

7.    NOTICES TO HOLDERS OF WARRANTS. So long as these Warrants shall be outstanding, if the Corporation shall undertake any event which requires or might require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number of Shares which are purchasable upon the exercise thereof, then the Corporation shall cause to be mailed by certified mail to the Holder, at least 15 days prior to the effective date or record date, as the case may be of any such event or such longer period of notice as the Corporation shall be required to provide holders of shares in respect of any such event, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (i) a record is to be taken for the purpose of such dividend, distribution or rights or (ii) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of common shares or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.

8.    CHANGE; WAIVER. Subject to the approval of the TSX, or any successor exchange or other stock exchange on which the Corporations common shares may be listed (the Exchange”), the provisions of these Warrants may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by the Corporation and the holders of at least a majority of the Warrants then outstanding.

9.    RESTRICTIONS ON EXERCISE. The Warrants represented hereby and securities which may be acquired hereunder have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or the securities laws of any state of the United States, and the Warrants represented hereby may not be exercised in the United States or by or on behalf of any U.S. Person (as defined in Regulation S under the 1933 Act) unless an exemption is available from the registration requirements under the 1933 Act. A Holder who is a U.S. Person may meet the requirements for such exemption if: (i) the Holder represents that it is “accredited investor” as defined in Rule 501 of Regulation D under the 1933 Act, who was the original purchaser of the Warrants from the Corporation at the time it was a U.S. Person, or (ii) the Holder represents that it is the original purchaser of the Warrants from the Corporation that is exercising the Warrant in an “off shore transaction” (as defined in Regulation S under the 1933 Act); provided that the Corporation may require further information from the Holder to confirm such status, and in any event, reserves the right to refuse the exercise of the Warrants, if such exercise would not comply with the 1933 Act or applicable state laws. If the Corporation refuses the exercise on the basis that it would not comply with the 1933 Act or applicable state laws, or if the Holder hereof is a U.S. Person and is not the original purchaser of the Warrants from the Corporation, the Corporation will accept a request for the exercise of the Warrants upon the Holder furnishing an opinion of counsel of recognized standing in form and substance satisfactory to the

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Corporation to the effect that such exercise of the Warrants can lawfully be made without registration or qualification under United States federal or state laws.

10.    REGISTER OF HOLDERS. The Corporation shall maintain a register of holders in which shall be entered the names and addresses of the holders of the Warrants and of the number of Warrants held by them. Such register shall be open at all reasonable times for inspection by the Holder. The Corporation shall notify the Holder forthwith of any change of address of the principal office of the Corporation.

11.    NOTICE. Unless herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be deemed to be validly given if such notice is given by personal delivery or registered mail to the attention of the Holder at its registered address recorded in the registers maintained by the Corporation. Any notice so given shall be deemed to be validly given, if delivered personally, on the day of delivery and if sent by post or other means, on the fifth Business Day next following the sending thereof. In determining under any provision hereof the date when notice of any event must be given, the date of giving notice shall be included and the date of the event shall be excluded.

(a) If to the Corporation, at the following address:

Golden Queen Mining Co. Ltd.

6411 Imperial Ave.

West Vancouver, BC V7W 2J5

Facsimile: (604) 921-9446

Attention: Mr. Lutz Klingmann

(b) If to the Subscriber, at the following address:

Gammon Gold Inc. - Executive Office

56 Temperance Street, Suite 501

Toronto, Ontario M5H 3V5

Facsimile: (416) 646-3828

Attention: Chief Executive Officer

12.    RESTRICTIONS ON UNDERLYING SHARES. The Holder understands that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations or Canadian Applicable Laws, the certificates representing the Warrant Shares, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE

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REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

13.    GENERAL.

13.1    The headings in this Certificate are for reference only and do not constitute terms of the Certificate.

13.2    Whenever the singular or masculine is used in this Certificate the same shall be deemed to include the plural or the feminine or the body corporate as the context may require.

13.3    This Certificate shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, provided that it shall not be assigned by the Corporation without the prior consent of the Holder, such consent not to be unreasonably withheld.

13.4    This Certificate shall be subject to, governed by, and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

13.5    All references herein to monetary amounts are references to lawful money of Canada.

IN WITNESS WHEREOF, the Corporation has caused these Warrants to be executed this 1 ^st day of June, 2010.

GOLDEN QUEEN MINING CO. LTD.
By:
	Authorized Signatory

Schedule “A”

Exercise Form

(1)    The undersigned hereby irrevocably elects to exercise Warrants to purchase                              shares (“Shares”) of Golden Queen Mining Co. Ltd. (the “Corporation”) (or such number of shares or other securities or property to which the undersigned is entitled in lieu thereof or in addition thereto under the provisions of the Warrants).

(2)    The undersigned encloses herewith a bank draft, certified check or money order in the amount of $                              payable to the Corporation in payment of the exercise price determined under, and on the terms specified in, the Warrants.

(3)    The undersigned hereby acknowledges that they will receive a Direct Registration Advice statement confirming the issuance of the Shares unless the following box is checked, in which case the undersigned will receive a share certificate.  ¨

(4)    The undersigned hereby irrevocably directs that the said Warrant Shares be issued and delivered as follows:

Name(s) in Full	Address(es)	Number of Warrant Shares
insert
insert

(5)    The undersigned represents, warrants and certifies as follows (check only on one of the following boxes):

A.	¨	The undersigned holder (i) at the time of exercise of these Warrants is not in the United States; (ii) is not a U.S. resident and is not exercising these Warrants on behalf of a U.S. resident; and (iii) did not execute or deliver this Exercise Form in the United States, its territories or lands.
		OR
B.	¨	The undersigned holder has delivered to Computershare Trust Company (or any successor thereto) an opinion of counsel (which will not be sufficient unless it is from counsel of recognized standing and in form and substance satisfactory to the Corporation and its counsel) to the effect that an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available for the exercise of the Warrants, and the undersigned is acquiring the shares for investment purposes and not with a view to resale, distribution or other disposition of the Warrant Shares in violation of United States securities laws.

The undersigned holder understands that unless Box A above is checked and agreed to by the Corporation, the Direct Registration Advice statements or certificates representing the Shares will bear a legend restricting transfer without registration under the 1933 Act and applicable state securities laws unless an exemption from registration is available.

If any Shares are to be issued to a person or persons other than the undersigned holder, the undersigned holder must pay all applicable transfer taxes or other government charges.

Dated:
	Signature of Holder (or Authorized Signatory if a corporation)
	Print name (and title if applicable)