X0306 4 2019-05-22 1 0001025362 GOLDEN QUEEN MINING CO LTD GQM 0001454170 Clay Thomas Moragne C/O EAST HILL MANAGEMENT COMPANY, LLC 70 MAIN STREET, SUITE 300 PETERBOROUGH NH 03458 0 0 1 0 Common Stock 2019-05-22 4 J 0 6658116 D 0 D Common Stock 2019-05-22 4 J 0 7031755 D 0 I By Trust Common Stock 2019-05-22 4 J 0 807250 D 0 I By Trust Stock Options 0.58 2019-05-22 4 J 0 107500 D 2020-09-08 Common Stock 107500 0 D Stock Options 0.66 2019-05-22 4 J 0 100000 D 2021-11-30 Common Stock 100000 0 D Stock Options 0.29 2019-05-22 4 J 0 250000 D 2022-10-20 Common Stock 250000 0 D Represents shares of common stock ("Common Stock") of Golden Queen Mining Co. Ltd. (the "Issuer") that were tendered to the Issuer in connection with that certain Agreement for the Purchase of Shares of Golden Queen Mining Holdings, Inc., dated February 7, 2019 (the "Agreement"), between the Issuer and the Purchaser Group (as defined therein). In exchange for the Common Stock tendered pursuant to the Agreement and certain other consideration described more fully therein, the Reporting Person received shares of Golden Queen Mining Holdings, Inc., a subsidiary of the Issuer ("Holdings"). Represents Common Stock of the Issuer formerly held by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The Reporting Person disclaims beneficial ownership of the Common Stock of the Issuer previously held by Monadnock except to the extent of the Reporting Person's proportionate pecuniary interest therein. Represents Common Stock of the Issuer formerly held by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). The Reporting Person is a trustee of the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "2009 Trust"), which owns 50% of the equity interests of Arctic Coast. The Reporting Person is a director of Arctic Coast. The Reporting Person disclaims beneficial ownership of 50% of the Common Stock of the Issuer previously held by Arctic Coast. The stock options to purchase Common Stock of the Issuer were exercisable at the time they were tendered to the Issuer in connection with the transactions contemplated by the Agreement. Represents options to purchase Common Stock of the Issuer that were tendered to the Issuer in connection with the Agreement. In exchange for the stock options tendered pursuant to the Agreement and certain other consideration described more fully therein, the Reporting Person received shares of Holdings. The stock options were issued on November 30, 2016 by the Issuer's board of directors. Two thirds of the stock options vested in equal installments on the first and second anniversaries of the date of grant. The remaining stock options were unvested at the time these stock options were tendered to the Issuer in connection with the transactions contemplated by the Agreement. The stock options were issued on October 20, 2017 by the Issuer's board of directors. One third of the stock options vested on October 20, 2018. The remaining stock options were unvested at the time these stock options were tendered to the Issuer in connection with the transactions contemplated by the Agreement. /s/ Thomas M. Clay 2019-06-03