Golden Queen Mining Co. Ltd.: Exhibit 10.7 - Filed by newsfilecorp.com






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 9, 2015. 

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE
5:00 P.M. (VANCOUVER TIME) ON JUNE 8, 2020, AFTER WHICH TIME THE WARRANTS
EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.


	No. 4065146.00 ♦ 	June 8, 2015 


SHARE PURCHASE WARRANTS 
OF 
GOLDEN QUEEN MINING
CO. LTD. 

This is to Certify That, FOR VALUE RECEIVED, ♦ (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 USD$0.95
per Warrant Share (the “Exercise Price”). The Holder may exercise these
Warrants at any time from six (6) months after the date hereof until 5:00 p.m.
Vancouver Time on June 8, 2020 (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 the Warrant Shares and send to the Holder or its
designee an uncertificated book entry holding statement in the form issued by
the Corporation’s transfer agent (a “Direct Registration Transaction Advice
statement”), or a share certificate or share certificates, evidencing the
Holder or its designee as the registered holder of the Warrant Shares issuable
upon such exercise. 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.

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. 




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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.

(a)          The Warrants are transferable in accordance with the terms
        of this Section 4. Subject to compliance with this Section 4, the Corporation
        shall register any such transfer and/or assignment of all or any portion of this
        Warrant to one or more Persons (each a “Permitted Transferee”), upon
        surrender of this Warrant, with the Form of Assignment attached hereto as
        Schedule B duly completed and signed, to the Corporation at its address
        specified herein to the Corporation at its address set forth herein. Upon any
        such registration or transfer, a new Warrant to purchase Warrant Shares, in
        substantially the form of this Warrant (any such new Warrant, a “New
          Warrant”), evidencing the portion of this Warrant so transferred shall be
        issued to the transferee and a New Warrant evidencing the remaining portion of
        this Warrant not so transferred, if any, shall be issued to the transferring
        Holder. The acceptance of the New Warrant by the transferee thereof shall be
        deemed the acceptance by such transferee of all of the rights and obligations in
        respect of the New Warrant that the Holder has in respect of this Warrant. For
        the purposes hereof, the term “Person” means an individual, entity,
        corporation, partnership, association, limited liability company, limited
        liability partnership, joint-stock company, trust or unincorporated
        organization. Any transfer and/or assignment of all or any portion of this
        Warrant to a Permitted Transferee must comply with applicable United States
        federal and state securities laws, and the Company may as a condition to
        accepting and recording such transfer and/or assignment require the delivery of
        an opinion of counsel in a form acceptable to the Company that the transfer
        and/or assignment may be made without registration under such federal or state
        securities laws. 

(b)          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 common shares of the Corporation (“Common
      Shares”) or securities exchangeable for or convertible into Common
      Shares to holders of all or substantially all of its then outstanding
      Common Shares by way of stock dividend or other distribution not in the
      ordinary course;







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	 	(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 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
      Transaction 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 6
      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;







- 4 - 

	 	(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 6.1(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 entitling them, for a period expiring not
      more than 45 days after such record date, to subscribe for or purchase
      Common Shares 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);







- 5 - 

provided, however, if the offering,
conversion or exchange price per share, as the case may be, in connection with
the Rights Offering (the “Rights Offering Price”) is below the Exercise
Price as would otherwise be applicable following adjustment pursuant to this
Subsection 6.1(c) (the “Adjusted Exercise Price”) then, and in each such
case, the Exercise Price shall instead be the lower of (i) the Adjusted Exercise
Price; and (ii) the greater of the Rights Offering Price and USD$0.7831. 

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 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 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: 




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	 	(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.



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 Subsection
6.1(d), 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) 	
      If and whenever during the Exercise Period the
      Corporation shall complete an Equity Offering at an offering price below
      the Exercise Price (a “Share Dilutive Issuance”) then in effect
      (the “Lower Share Price”), then, and in each such case, the
      Exercise Price shall be reduced to the greater of the Lower Share Price
      and USD$0.7831.

	 	 	 
	 		
      For the purposes of this Subsection 6.1(e) the following
      shall apply: (i) “Equity Offering” shall mean an offering of
      Additional Shares or securities that may be exercised or converted to, or
      otherwise provide a right to acquire Additional Shares, in either case
      pursuant to a financing transaction for cash proceeds to the Corporation;
      (ii) “offering price” shall mean the price at which such Additional
      Shares are sold or may be acquired on conversion, exercise, or pursuant to
      any similar right of acquisition, of securities sold in such Equity
      Offering; and (iii) “Additional Shares” shall mean all securities
      issued by the Corporation during the Exercise Period, whether or not
      subsequently reacquired or retired by the Company other than (A) Common
      Shares issuable upon exercise or conversion of any securities issued by
      the Corporation prior to the Exercise Period, (B) Common Shares issuable
      pursuant to a Share Reorganization, Capital Reorganization or Rights
      Offering, (C) Common Shares issuable pursuant to the terms of an incentive
      stock option plan, share bonus plan, employment or consulting agreement or
      similar compensation plan that has been adopted by the board of directors
      of the Corporation (the “Board”), and (D) Common Shares issued
      pursuant to an acquisition of property or assets that has been approved by
      the Board.

	 	 	 
	 	(f) 	
      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.
      







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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. 

6.6          The Corporation shall not be required to deliver Direct
Registration Transaction 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 Transaction 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 Transaction 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
Transaction 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.




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8.          CHANGE; WAIVER. Subject to the approval of the TSX,
or any successor exchange or other stock exchange on which the 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 and that it 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 and that it 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 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. 




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	 	(a) 	If to the Corporation, at the
      following address: 
	 	  	  	  
	 	  	Golden Queen Mining Co. Ltd. 
	 		
      Suite 2300 – 1066 West Hastings Street  
	 
	 	  	Vancouver, BC V6E 3X2 
	 	  	Attention: Ms. Andrée St-Germain
  
	 	  	  	  
	 	  	With a copy to: 
	 	  	  	  
	 	  	Morton Law LLP 
	 	  	1200 - 750 West Pender Street 
	 	  	Vancouver, British Columbia 
	 	  	Canada, V6C 2T8 
	 	 	
      Attention: Edward L. Mayerhofer, Esq.  
	 
	 	  	Email: elm@mortonlaw.ca 
	 	  	Fax:    (604) 681-9652
    
	 	  	  	  
	 	 (b) 	If to the Holder, at the following
      address: 
	 	  	  	  
	 	
       
	
      c/o East Hill Management Company  
	 
	 	  	10 Memorial Boulevard, Suite 902
  
	 	  	Providence, RI 02903 
	 		
      Email: thomas.clay@easthillmgt.com  
	 
	 	  	Fax:: (401) 490-0749 
	 	  	  	  
	 	  	with a copy to: 
	 	  	Sullivan & Worcester LLP 
	 	  	One Post Office Square 
	 	  	Boston, MA 02109 
	 	 	
      Attention: William A. Levine, Esq.  
	 
	 	  	Facsimile: (617) 338-2880 
	 	  	E-mail: wlevine@sandw.com
  






- 10 - 

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 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 OCTOBER 9,
      2015.” 

	
       

	
      “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 the United States of America.




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IN WITNESS WHEREOF, the Corporation has caused these Warrants
to be executed this 8th day of June, 2015.

	 	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 USD$_________________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 Transaction 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 
	 	 	 
	 	 	 




	(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 the Corporation
      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 Transaction
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)
  






- 2 - 

Schedule B 

FORM OF ASSIGNMENT 
[To be completed and signed only
upon transfer of Warrant] 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________the right represented by the
within Warrant to purchase ____________common shares in the capital of Golden
Queen Mining Company Ltd. (the “Corporation”) to which the within Warrant
relates and appoints ________________________attorney to transfer said right on
the books of the Corporation. with full power of substitution in the premises.


The undersigned transferee agrees to be bound by the covenants
of the Holder during the term of the Warrant. The undersigned transferee agrees
represents and warrants that:

	 	i. 	
      the Warrant being purchased pursuant to this Assignment
      is being acquired solely for the transferee’s own account and not as a
      nominee for any other party, for investment, and not with a view toward
      distribution or resale; and

	 	 	 
	 	ii. 	
      if the undersigned transferee is a U.S. Person (as
      defined in Regulation S under the 1933 Act) or is present in the United
      States at the time of such transfer, then the undersigned is an
      “accredited investor” as such term is defined in Rule 501(a)(1) of
      Regulation D promulgated by the Securities and Exchange Commission under
      the 1933 Act.



If the undersigned transferee cannot make the representations
required in clause (ii) above, above, because it is factually incorrect, it
shall be a condition to the transfer of the Warrant that the Company receive
such other representations as the Company considers necessary, acting
reasonably, to assure the Company that the transfer this Warrant shall not
violate any United States or other applicable securities laws. 

	Dated: ______________________________  
         	______________________________
	  	(Signature must conform in all respects to name
      of holder as 
	  	specified on the face of the Warrant) 
	  	  
	 	______________________________
	  	Address of Transferee (to be used for Notice)
    
	 	 
	  	______________________________
	  	  
	 	______________________________    
               
	  	Fax Number for Transferee (to be used for
      Notice) 
	In the presence of: 	  
	 	______________________________   
	  	Signature of Transferee 
	______________________________	Print Name and Title: