X0303 4 2010-04-09 0 0001025362 GOLDEN QUEEN MINING CO LTD GQM 0001454170 Clay Thomas Moragne 188 OLD STREET ROAD PETERBOROUGH NH 03458 1 0 1 0 Common Stock 2010-04-09 5 G 0 E 4990474 0 A 4990474 I By grantor retained annuity trust Common Stock 868522 D Common Stock 695300 I By father Common Stock 2351 I By mother Common Stock 2594384 I By siblings Common Stock 807250 I By corporation Common Stock 30777 I By corporation Common Stock 4797094 I By trusts Common Stock 11361245 I By grantor retained annuity trust On April 9, 2010, the reporting person's father, Landon T. Clay, transferred an aggregate of 4,990,474 shares of Common Stock of GQM into the Landon T. Clay 2010-2 Annuity Trust u/a dated April 9, 2010 (the "2010-2 GRAT") for the benefit of the reporting person's father. The reporting person is the sole trustee of the 2010-2 GRAT. The reporting person disclaims beneficial ownership of the shares held by the 2010-2 GRAT. The reporting person disclaims beneficial ownership of these shares. Represents shares held by Arctic Coast Petroleums Ltd. ("Arctic Coast"). Reporting person is the trustee of the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009 (the "Trust") which owns 50% of the shares of Arctic Coast which shares of Arctic Coast were transferred on October 22, 2009 to the Trust. The reporting person is a director of Arctic Coast. The reporting person disclaims beneficial ownership of the shares of GQM held by Arctic Coast. Represents shares held indirectly by the reporting person's father, Landon T. Clay. Such shares include 26,114 shares held by LTC Corp. and 4,663 shares held by LTC Pension and Profit Sharing Plan. The reporting person disclaims beneficial ownership of these shares. Represents shares held by various charitable annuity lead trusts (the "Trusts") in which the reporting person has a remainder beneficial interest. The reporting person's father, Landon T. Clay, provides investment advisory services to the Trusts. The reporting person disclaims beneficial interest in the shares except to the extent of his proportionate pecuniary interest therein. Represents shares held by the Landon T. Clay 2010-1 Annuity Trust u/a February 2, 2010 (the "2010-1 GRAT") of which the reporting person is the sole trustee. The reporting person disclaims beneficial ownership of the shares held by the 2010-1 GRAT. /s/ Thomas M. Clay 2010-04-19