X0306 4 2016-11-21 0 0001025362 GOLDEN QUEEN MINING CO LTD GQMNF 0001008274 CLAY LANDON T 188 OLD STREET ROAD PETERBOROUGH NH 03458 0 0 1 0 Common Stock 4663 D Common Stock 17047739 I By grantor retained annuity trust Common Stock 1344269 I By trust Common Stock 807250 I By trust Common Stock 26114 I By corporation Common Stock 2351 I By spouse Warrant 0.85 2016-11-21 4 J 0 4773600 A 2016-11-21 2021-11-21 Common Shares 4773600 4773600 I By trust Warrant 0.85 2016-11-21 4 J 0 1226400 A 2016-11-21 2021-11-21 Common Shares 1226400 1226400 I By trust Represents shares owned by the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (the "2016-2 GRAT"). The reporting person is the donor of the assets in the 2016-2 GRAT and the reporting person's son, Thomas M. Clay, is the sole trustee under the 2016-2 GRAT. Represents shares owned by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The reporting person is the donor of the assets to Monadnock. Brian James is the trustee of Monadnock and each of the reporting person's sons has a beneficial interest in Monadnock. The reporting person provides investment advisory services to Monadnock. The reporting person disclaims beneficial ownership of the shares held by Monadnock. Represents shares owned by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). The reporting person owned 50% of Arctic Coast and transferred his interest in Arctic Coast on October 22, 2009 to the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "CF 2009 Trust") which owns 50% of Arctic Coast. The reporting person disclaims beneficial ownership of the shares held by Arctic Coast. Represents shares owned by LTC Corporation, which is wholly owned by the reporting person. Represents shares owned by the reporting person's spouse, Lavinia D. Clay. The reporting person disclaims beneficial ownership of the shares held by his spouse. On November 21, 2016, the issuer issued a warrant to purchase 4,773,600 shares of common stock to the Landon T. Clay 2009 Irrevocable Trust dated March 6, 2009 (the "LTC 2009 Trust"). The reporting person is the donor of the LTC 2009 Trust and has the right to substitute property of equivalent value for the shares of common stock held by the LTC 2009 Trust. The warrant is currently exercisable and expires on November 21, 2021. The warrant was issued in connection with the Second Amended and Restated Term Loan Agreement (the "Loan Agreement"), dated November 21, 2016, by and among the issuer, the LTC 2009 Trust, the CF 2009 Trust and EHT, LLC. The Loan Agreement is described in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2016. On November 21, 2016, the issuer issued a warrant to purchase 1,226,400 shares of common stock to the CF 2009 Trust. The reporting person is the donor of the CF 2009 Trust and has the right to substitute property of equivalent value for the shares of common stock held by the CF 2009 Trust. The warrant is currently exercisable and expires on November 21, 2021. /s/ Landon T. Clay 2016-11-23