Golden Queen Mining Co. Ltd. - Exhibit 10.1 - Filed by newscorp.com






Exhibit 10.1 

GOLDEN QUEEN MINING CO. LTD. 
2008 STOCK OPTION PLAN


ARTICLE I 

DEFINITIONS AND INTERPRETATION 

1.1                  
Definitions 

As used herein, unless anything in the subject matter or
context is inconsistent therewith, the following terms shall have the meanings
set forth below: 

	 	(a) 	
      “Administrator” means, initially, the secretary of the
      Company and thereafter shall mean such director or other senior officer or
      employee of the Company as may be designated as Administrator by the Board
      from time to time;

	 	 	 	 
	 	(b) 	
      “affiliate” has the meaning ascribed thereto in the
      Securities Act (British Columbia);

	 	 	 	 
	 	(c) 	
      “associate” has the meaning ascribed thereto in the
      Securities Act (British Columbia);

	 	 	 	 
	 	(d) 	
      “Award Date” means the date on which the Board grants and
      announces a particular Option;

	 	 	 	 
	 	(e) 	
      “Board” means the board of directors of the
    Company;

	 	 	 	 
	 	(f) 	
      “Change of Control” means the acquisition by any person
      or by any person and a joint actor, whether directly or indirectly, of
      voting securities of the Company, which, when added to all other voting
      securities of the Company at the time held by such person or by such
      person and a joint actor, totals for the first time not less than fifty
      percent (50%) of the outstanding voting securities of the Company or the
      votes attached to those securities are sufficient, if exercised, to elect
      a majority of the board of Directors of the Company;

	 	 	 	 
	 	(g) 	
      “Company” means Golden Queen Mining Co. Ltd.;

	 	 	 	 
	 	(h) 	
      “Consultant” means an individual or Consultant Company,
      other than an Employee or a Director of the Company, that:

	 	 	 	 
	 		(i) 	
      is engaged to provide services to the Company or to an
      affiliate of the Company, other than services provided in relation to a
      distribution;

	 	 	 	 
	 		(ii) 	
      provides the services under a written contract between
      the Company or the affiliate and the individual or a Consultant Company;
      and

	 	 	 	 
	 		(iii) 	
      spends or will spend a significant amount of time and
      attention on the affairs and business of the Company or an affiliate of
      the Company;

	 	 	 	 
	 	(i) 	
      “Consultant Company” means, for an individual consultant,
      a company which the individual consultant is an employee or
      shareholder;

	 	 	 	 
	 	(j) 	
      “Director” means any individual holding the office of
      director or officer of the Company or an affiliate of the
  Company;







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	 	(k) 	
      “Employee” means:

	 	 	 	 
	 		(i) 	
      an individual who is considered an employee of the
      Company or its subsidiary under the Income Tax Act (Canada) (i.e.
      for whom income tax, employment insurance and CPP deductions must be made
      at source);

	 	 	 	 
	 		(ii) 	
      an individual who works full-time for the Company or its
      subsidiary providing services normally provided by an employee and who is
      subject to the same control and direction by the Company over the details
      and methods of work, as an employee of the Company, but for whom income
      tax deductions are not made at source; or

	 	 	 	 
	 		(iii) 	
      an individual who works part-time for the Company or its
      subsidiary on a continuing and regular basis providing services normally
      provided by an employee and who is subject to the same control and
      direction by the Company over the details and methods of work as an
      employee of the Company, but for whom income tax deductions are not made
      at source;

	 	 	 	 
	 	(l) 	
      “Exchange” means the Toronto Stock Exchange, or if the
      Company is not listed thereon, then it shall mean such exchange or
      quotation system on which the Shares may be listed or quoted for
      trading;

	 	 	 	 
	 	(m) 	
      “Exercise Notice” means the notice respecting the
      exercise of an Option, in the form set out as Schedule “B” hereto, duly
      executed by the Option Holder;

	 	 	 	 
	 	(n) 	
      “Exercise Period” means the period during which a
      particular Option may be exercised and is the period from and including
      the Award Date through to and including the Expiry Date, subject to the
      provisions of the Plan relating to the vesting of Options;

	 	 	 	 
	 	(o) 	
      “Exercise Price” means the price at which an Option may
      be exercised as determined in accordance with paragraph 3.3;

	 	 	 	 
	 	(p) 	
      “Expiry Date” means the date determined in accordance
      with paragraphs 3.4 and 3.8 and after which a particular Option cannot be
      exercised;

	 	 	 	 
	 	(q) 	
      “insider” has the meaning ascribed thereto in the
      Securities Act (British Columbia);

	 	 	 	 
	 	(r) 	
      “Option” means an option to acquire Shares, awarded to a
      Director, Employee or Consultant pursuant to the Plan;

	 	 	 	 
	 	(s) 	
      “Option Certificate” means the certificate, substantially
      in the form set out as Schedule “A” hereto, evidencing an
Option;

	 	 	 	 
	 	(t) 	
      “Option Holder” means a Director, Employee or Consultant,
      or a former Director, Employee or Consultant, who holds an unexercised and
      unexpired Option or, where applicable, the Personal Representative of such
      person;

	 	 	 	 
	 	(u) 	
      “Plan” means this Golden Queen Mining Co. Ltd. 2008 stock
      option plan;

	 	 	 	 
	 	(v) 	
      “Personal Representative” means:

	 	 	 	 
	 		(i) 	
      in the case of a deceased Option Holder, the executor (or
      the administrator of the deceased duly appointed by a court or public
      authority having jurisdiction to do so); and







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	 	(ii) 	
      in the case of an Option Holder who for any reason is
      unable to manage his or her affairs, the person entitled by law to act on
      behalf of such Option Holder;




	 	(w) 	
      “Securities Act” means the Securities Act,
      R.S.B.C. 1996, c.418, as amended, as at the date hereof; and

	 	 	 
	 	(x) 	
      “Share” or “Shares” means, as the case may be, one or
      more common shares without par value in the capital of the
  Company.



1.2                  
Choice of Law 

The Plan is established under and the provisions of the Plan
shall be interpreted and construed in accordance with the laws of the Province
of British Columbia. 

1.3                  
Headings 

The headings used herein are for convenience only and are not
to affect the interpretation of the Plan. 

ARTICLE II 

PURPOSE AND PARTICIPATION 

2.1                  
Purpose 

The purpose of the Plan is to provide the Company with a
share-related mechanism to attract, retain and motivate qualified Directors,
Employees and Consultants, to reward such of those Directors, Employees and
Consultants as may be awarded Options under the Plan by the Board from time to
time for their contributions toward the long-term goals of the Company and to
enable and encourage such Directors, Employees and Consultants to acquire Shares
as long term investments. 

2.2                  
Participation 

The Board shall, from time to time, in its sole discretion
determine those Directors, Employees and Consultants, if any, to whom Options
are to be awarded. If the Board elects to award an Option to a Director, the
Board shall, in its sole discretion but subject to paragraph 3.2, determine the
number of Shares to be acquired on the exercise of such Option. If the Board
elects to award an Option to an Employee or Consultant, the number of Shares to
be acquired on the exercise of such Option shall be determined by the Board in
its sole discretion, and in so doing the Board may take into account the
following criteria: 

	 	(a) 	
      the remuneration paid to the Employee or Consultant as at
      the Award Date in relation to the total remuneration payable by the
      Company to all of its Employees and Consultants as at the Award
    Date;

	 	 	 
	 	(b) 	
      the length of time that the Employee or Consultant has
      been employed or engaged by the Company; and

	 	 	 
	 	(c) 	
      the quality of work performed by the Employee or
      Consultant.







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2.3                  
Notification of Award 

Following the approval by the Board of the awarding of an
Option, the Administrator shall notify the Option Holder of the award and may
provide the Option Holder with an Option Certificate representing the Option so
awarded. 

2.4                  
Copy of Plan 

Each Option Holder, concurrently with the notice of the award
of the Option, shall be provided with a copy of the Plan, unless a copy has been
previously provided to the Option Holder. A copy of any amendment to the Plan
shall be promptly provided by the Administrator to each Option Holder. 

2.5                  
Limitation 

The Plan does not give any Option Holder that is a Director the
right to serve or continue to serve as a Director of the Company nor does it
give any Option Holder that is an Employee or Consultant the right to be or to
continue to be employed or engaged by the Company. 

ARTICLE III 

TERMS AND CONDITIONS OF OPTIONS 

3.1                  
Board to Allot Shares 

The Shares to be issued to Option Holders upon the exercise of
Options shall be allotted and authorized for issuance by the Board prior to the
exercise thereof. 

3.2                  
Number of Shares 

The maximum number of Shares issuable under the Plan will be
7,200,000. Additionally, if at any time the Company is subject to restrictions
on stock option grants prescribed by applicable securities laws or by an
Exchange, the Company shall not grant Options which exceed such restrictions.
Further, in no case shall: 

	 	(b) 	
      the aggregate number of options awarded within any
      one-year period to insiders under the Plan or any previously established
      and outstanding stock option plans or grants, exceed 10% of the issued
      Shares of the Company (calculated at the time of award); or

	 	 	 
	 	(c) 	
      the aggregate number of Shares reserved at any time for
      issuance to insiders upon the exercise of Options awarded under the Plan
      or any previously established and outstanding stock option plans or
      grants, exceed 10% of the issued Shares of the Company (calculated at the
      time of award).



If any Option is exercised or expires or otherwise terminates
for any reason, the number of Shares in respect of which the Option is exercised
or expired or terminated shall again be available for the purposes of the Plan.


3.3                  
Exercise Price 

The Exercise Price shall be that price per share, as determined
by the Board in its sole discretion as of the Award Date, at which an Option
Holder may purchase a Share upon the exercise of an Option, and shall not be
less than: 

	 	(a) 	
      if the Company’s Shares are not listed for trading on an
      Exchange at the Award Date, the last price at which the Company’s Shares
      were issued prior to the Award Date; or







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	 	(b) 	 if the Company’s Shares are listed for trading
        on an Exchange at the Award Date, the VWAP for the five trading days immediately
        prior to the Award Date.



3.4                  
Term of Option 

Subject to paragraph 3.5, the Expiry Date of an Option shall be
the date so fixed by the Board at the time the particular Option is awarded,
provided that such date shall not be later than the fifth anniversary of the
Award Date of the Option. 

3.5                  
Termination of Option 

An Option Holder may, subject to any vesting provisions
applicable to Options hereunder, exercise an Option in whole or in part at any
time or from time to time during the Exercise Period provided that, with respect
to the exercise of part of an Option, the Board may at any time and from time to
time fix a minimum or maximum number of Shares in respect of which an Option
Holder may exercise part of any Option held by such Option Holder. Any Option or
part thereof not exercised within the Exercise Period shall terminate and become
null, void and of no effect as of 5:00 p.m. local time in Vancouver, British
Columbia, on the Expiry Date. The Expiry Date of an Option shall be the earlier
of the date so fixed by the Board at the time the Option is awarded and the date
established, if applicable, in sub-paragraphs (a) to (c) below (the “Early
Termination Date”): 

	 	(a) 	
      Death

	 	 	 	 
	 		
      In the event that the Option Holder should die while he
      or she is still a Director (if he or she holds his or her Option as
      Director) or Employee or Consultant (if he or she holds his or her Option
      as Employee or Consultant), the Early Termination Date shall be twelve
      (12) months from the date of death of the Option Holder; or

	 	 	 	 
	 	(b) 	
      Ceasing to hold Office

	 	 	 	 
	 		
      In the event that the Option Holder holds his or her
      Option as Director of the Company and such Option Holder ceases to be a
      Director of the Company other than by reason of death, the Early
      Termination Date of the Option shall be 90 days from the date the Option
      Holder ceases to be a Director of the Company unless the Option Holder
      ceases to be a Director of the Company but continues to be engaged by the
      Company as an Employee, in which case the Expiry Date shall remain
      unchanged, or unless the Option Holder ceases to be a Director of the
      Company as a result of:

	 	 	 	 
	 		(i) 	
      ceasing to meet the qualifications set forth in the
      Business Corporations Act (British Columbia); or

	 	 	 	 
	 		(ii) 	
      a resolution having been passed by the shareholders of
      the Company pursuant to the Business Corporations Act (British
      Columbia) removing the Director as such; or

	 	 	 	 
	 		(iii) 	
      by order of any securities commission or the Exchange or
      any other regulatory body having jurisdiction to so
  order,



in which case the Early Termination
Date shall be the date the Option Holder ceases to be a Director of the Company.





- 6 - 

	 	(c) 	
      Ceasing to be Employed or a Consultant

	 	 	 	 
	 		
      In the event that the Option Holder holds his or her
      Option as an Employee or Consultant of the Company and such Option Holder
      ceases to be an Employee or Consultant of the Company other than by reason
      of death, the Early Termination Date of the Option shall be 60 days from
      the date the Option Holder ceases to be an Employee or Consultant of the
      Company unless the Option Holder ceases to be an Employee or Consultant of
      the Company as a result of:

	 	 	 	 
	 		(i) 	
      termination for cause or, in the case of a Consultant,
      breach of contract; or

	 	 	 	 
	 		(ii) 	
      by order of any securities commission or the Exchange or
      any other regulatory body having jurisdiction to so
  order,



in which case the Early Termination Date shall be the date the
Option Holder ceases to be an Employee or Consultant of the Company. 

3.6                  
Vesting 

All Options granted pursuant to the Plan will be subject to
such vesting requirements as may be prescribed by the Exchange, if applicable,
or as may be imposed by the Board. 

3.7                  
Effect of a Take-Over Bid 

If a bona fide offer (an “Offer”) for Shares is made to
an Option Holder or to shareholders of the Company generally or to a class of
shareholders which includes the Option Holder, which Offer, if accepted in whole
or in part, would result in the offeror becoming a control person of the
Company, within the meaning of the Securities Act, the Company shall,
immediately upon receipt of notice of the Offer, notify each Option Holder of
full particulars of the Offer, whereupon all Shares subject to Options will
become vested and the Options may be exercised in whole or in part by each
Option Holder so as to permit each Option Holder to tender the Shares received
upon exercise of his Options, pursuant to the Offer. However, if: 

	 	(a) 	
      the Offer is not completed within the time specified
      therein; or

	 	 	 
	 	(b) 	
      all of the Shares acquired by the Option Holder on the
      exercise of his Option and tendered pursuant to the Offer are not taken up
      or paid for by the offeror in respect thereof,



then the Shares received upon the exercise of such Options, or
in the case of clause (b) above, the Shares that are not taken up and paid for,
may be returned by each Option Holder to the Company and reinstated as
authorized but unissued Shares and with respect to such returned Shares, the
Options shall be reinstated as if they had not been exercised and the terms upon
which such Shares were to become vested pursuant to paragraph 3.6 shall be
reinstated. If any Shares are returned to Company under this paragraph 3.7, the
Company shall immediately refund the exercise price to the Option Holder for
such Shares.

3.8                  
Acceleration of Expiry Date 

If at any time when an Option granted under the Plan remains
unexercised and an Offer is made by an offeror, the Directors may, upon
notifying each Option Holder of full particulars of the Offer, declare all
Shares issuable upon the exercise of Options granted under the Plan, vested,
and, notwithstanding paragraphs 3.4 and 3.5, may declare that the Expiry Date
for the exercise of all unexercised Options granted under the Plan is
accelerated so that all Options will either be exercised or will expire prior to
the date upon which Shares must be tendered pursuant to the Offer. 




- 7 - 

3.9                  
Effect of a Change of Control 

If a Change of Control occurs, all Shares subject to each
outstanding Option will become vested, whereupon all Options may be exercised in
whole or in part by the Option Holders. 

3.10                 Assignment
of Options 

Options may not be assigned or transferred, provided however
that the Personal Representative of an Option Holder may, to the extent
permitted by paragraph 4.1, exercise the Option within the Exercise Period. 

3.11                 Adjustments


If prior to the complete exercise of any Option the Shares are
consolidated, subdivided, converted, exchanged or reclassified or in any way
substituted for (collectively the “Event”), an Option, to the extent that it has
not been exercised, shall be adjusted by the Board in accordance with such Event
in the manner the Board deems appropriate. No fractional Shares shall be issued
upon the exercise of any Option and accordingly, if as a result of the Event, an
Option Holder would become entitled to a fractional Share, such Option Holder
shall have the right to purchase only the next lowest whole number of Shares and
no payment or other adjustment will be made with respect to the fractional
interest so disregarded. Additionally, no lots of Shares in an amount less than
500 Shares shall be issued upon the exercise of the Option unless such amount of
Shares represents the balance left to be exercised under the Option. 

ARTICLE IV 

EXERCISE OF OPTION 

4.1                  
Exercise of Option 

An Option may be exercised only by the Option Holder or the
Personal Representative of any Option Holder. An Option Holder or the Personal
Representative of any Option Holder may exercise an Option in whole or in part
at any time or from time to time during the Exercise Period up to 5:00 p.m.
local time in Vancouver, British Columbia on the Expiry Date by delivering to
the Administrator an Exercise Notice, the applicable Option Certificate and a
certified cheque or bank draft payable to Golden Queen Mining Co. Ltd. in an
amount equal to the aggregate Exercise Price of the Shares to be purchased
pursuant to the exercise of the Option. 

4.2                  
Issue of Share Certificates 

As soon as practicable following the receipt of the Exercise
Notice, the Administrator shall cause to be delivered to the Option Holder a
certificate for the Shares purchased pursuant to the exercise of the Option. If
the number of Shares purchased is less than the number of Shares subject to the
Option Certificate surrendered, the Administrator shall forward a new Option
Certificate to the Option Holder concurrently with delivery of the aforesaid
share certificate for the balance of Shares available under the Option. 

4.3                  
Condition of Issue 

The issue of Shares by the Company pursuant to the exercise of
an Option is subject to this Plan and compliance with the laws, rules and
regulations of all regulatory bodies applicable to the issuance and distribution
of such Shares and to the listing requirements of any stock exchange or
exchanges on which the Shares may be listed. The Option Holder agrees to comply
with all such laws, rules and regulations and agrees to furnish to the Company
any information, report and/or undertakings required to comply with and to fully
co-operate with the Company in complying with such laws, rules and regulations.





- 8 - 

ARTICLE V 

STOCK APPRECIATION RIGHTS 

5.1                  
Stock Appreciation Rights 

Any Option granted under this Plan may include a stock
appreciation right, either at the time of grant or by adding it to an existing
Option; subject, however, to the grant of such stock appreciation right being in
compliance with the applicable regulations and policies of the Exchange. 

5.2                  
Stock Appreciation Rights Tied to Options 

A stock appreciation right which may be granted pursuant to
this Plan shall be exercisable to the extent, and only to the extent, the Option
with which it is included is exercisable. To the extent that a stock
appreciation right included in or attached to an Option granted hereunder is
exercised, the Option to which it is included or attached shall be deemed to
have been exercised to a similar extent. 

5.3                  
Terms of Stock Appreciation Rights 

A stock appreciation right granted pursuant to this Plan shall
entitle the Option Holder to elect to surrender to the Company, unexercised, the
Option with which it is included, or any portion thereof, and to receive from
the Company in exchange therefore that number of Shares, disregarding fractions,
having an aggregate value equal to the excess of the value of one Share over the
purchase price per Share specified in such Option, times the number of Shares
called for by the Option, or portion thereof, which is so surrendered. The value
of a Share shall be determined for these purposes, unless otherwise specified or
permitted by applicable regulatory policies, based on the weighted average
trading price per Share on the Exchange for the five trading days immediately
preceding the date the notice provided for in section 5.1 hereof is received by
the Company. 

5.4                  
Exercise of Stock Appreciation Rights 

Subject to the provisions of the Plan, a stock appreciation
right granted hereunder may be exercised from time to time by delivering to the
Company the Exercise Notice. 

ARTICLE VI 

BONUSES 

6.1                  
Grant of Bonus 

The Board shall have the right to determine and to grant
Options to any Director or Employee, together with a corresponding right to be
paid, in cash, an amount equal to the exercise price of such Options, subject to
such provisos and restrictions as the Board may determine, and subject to any
applicable Exchange or other approvals, if required. 

6.2                  
Number of Shares 

The Options granted as part of the bonus provided in section
6.1 shall be included in, and are not in addition to, the maximum number of
Options which may be granted under this Plan from time to time.




- 9 - 

ARTICLE VII 

ADMINISTRATION 

7.1                  
Administration 

The Plan shall be administered by the Administrator on the
instructions of the Board. The Board may make, amend and repeal at any time and
from time to time such regulations not inconsistent with the Plan as it may deem
necessary or advisable for the proper administration and operation of the Plan
and such regulations shall form part of the Plan. The Board may delegate to the
Administrator or any Director, officer or employee of the Company such
administrative duties and powers as it may see fit. 

7.2                  
Interpretation 

The interpretation by the Board of any of the provisions of the
Plan and any determination by it pursuant thereto shall be final and conclusive
and shall not be subject to any dispute by any Option Holder. No member of the
Board or any person acting pursuant to authority delegated by it hereunder shall
be liable for any action or determination in connection with the Plan made or
taken in good faith and each member of the Board and each such person shall be
entitled to indemnification with respect to any such action or determination in
the manner provided for by the Company. 

ARTICLE VIII 

AMENDMENT AND TERMINATION 

8.1                  
Prospective Amendment 

Subject to applicable regulatory and, if required by any
relevant law, rule or regulation applicable to the Plan, to shareholder
approval, the Board may from time to time amend the Plan and the terms and
conditions of any Option thereafter to be granted and, without limiting the
generality of the foregoing, may make such amendment for the purpose of meeting
any changes in any relevant law, rule or regulation applicable to the Plan, any
Option or the Shares or for any other purpose which may be permitted by all
relevant laws, rules and regulations provided always that any such amendment
shall not alter the terms or conditions of any Option or impair any right of any
Option Holder pursuant to any Option awarded prior to such amendment.
Notwithstanding the foregoing, the Board may, subject to the requirements of the
Exchange, amend the terms upon which each Option shall become vested with
respect to Shares without further approval of the Exchange, other regulatory
bodies having authority over the Company or the Plan or the shareholders. For
greater certainty, the board may amend the Plan and the terms and conditions of
any Option thereafter to be granted without shareholder approval, unless
shareholder approval is expressly required under any relevant law, rule or
regulation, or the policies of the Exchange. 

8.2                  
Retrospective Amendment 

Subject to applicable regulatory approval and, if required by
any relevant law, rule or regulation applicable to the Plan, to shareholder
approval, the Board may from time to time retrospectively amend the Plan and,
with the consent of the affected Option Holders, retrospectively amend the terms
and conditions of any Options which have been previously granted. 




- 10 - 

8.3                  
Termination 

The Board may terminate the Plan at any time provided that such
termination shall not alter the terms or conditions of any Option or impair any
right of any Option Holder pursuant to any Option awarded prior to the date of
such termination. Notwithstanding the termination of the Plan, the Company,
Options awarded under the Plan, Option Holders and Shares issuable under Options
awarded under the Plan shall continue to be governed by the provisions of the
Plan. 

8.4                  
Agreement 

The Company and every person to whom an Option is awarded
hereunder shall be bound by and subject to the terms and conditions of the Plan.
This Plan repeals and replaces any stock option plan adopted by the Company
prior to the date hereof and any options awarded and outstanding under such
prior plan shall hereafter be governed by the provisions of this Plan. 

ARTICLE IX 

APPROVALS REQUIRED FOR PLAN 

9.1                  
Effectiveness of Plan 

The Plan is effective upon the shareholders of the Company
approving the Plan. 

9.2                  
Substantive Amendments to Plan 

Any substantive amendments to the Plan shall be subject to the
Company first obtaining the approvals, if required, of: 

	 	(a) 	
      the shareholders or disinterested shareholders, as the
      case may be, of the Company at a general meeting where required by the
      rules and policies of the Exchange, or any stock exchange on which the
      Shares may then be listed for trading; and

	 	 	 
	 	(b) 	
      the Exchange, or any stock exchange on which the Shares
      may then be listed for trading.



ARTICLE X 

UNITED STATES REQUIREMENTS 

10.1                 Compliance
with U.S. Securities Laws

No Option will be granted and issued unless the grant and
issuance of such Option shall comply with all relevant provisions of applicable
United States federal and state securities laws, including the availability of
an exemption from registration for the issuance and sale of such Shares. The
Company has no obligation to undertake registration under any United States
federal or state laws of Options or the Shares issuable upon the exercise of
Options. 




- 11 - 

As a condition to the exercise of an Option, the Board or
Administrator may require the Optionee to make representations and warranties in
writing at the time of such exercise in order to establish, to the satisfaction
of the Company and its legal counsel, that the Shares to be issued on such
exercise may legally be issued in compliance with all applicable United States
federal and state securities laws. If required by applicable United States
federal and state securities laws, a stop-transfer order against such Shares
shall be placed on the share ledger books and records of the Company, and a
legend indicating that the Shares may not be pledged, sold or otherwise
transferred unless an opinion of counsel is provided stating that such transfer
is not in violation of any applicable law or regulation, shall be stamped on the
certificates representing such shares. The Board or Administrator also may
require such other documentation as they, in their sole discretion, may from
time to time determine to be necessary to comply with United States federal and
state securities laws.

The Option Certificate in respect of the grant of any Options
to persons who are U.S. Persons, as that term is defined in Rule 902 of
Regulation S, will include the following statement: 


  
    This Option has not been registered under any U.S. federal
      or state law and may not be exercised except pursuant to an effective registration
      statement under the United States Securities Act of 1933, as amended, and
      all applicable U.S. state securities laws, or pursuant to available exemptions
      from such registration requirements. In addition, shares issued on exercise
      of this Option by a U.S. resident will bear a U.S. form of restrictive legend
      and may not be resold except in compliance with such legend. 

  



10.2.                 Non-Qualified
Plan 

No Option granted under the Plan will constitute an Incentive
Stock Option as described in Section 422 of the Internal Revenue Code of 1986,
as amended. 

ON BEHALF OF THE BOARD 

/s/ Lutz Klingmann

_______________________________________
Lutz Klingmann, President 




SCHEDULE “A” 

GOLDEN QUEEN MINING CO. LTD.

STOCK OPTION PLAN 

OPTION CERTIFICATE 

This Certificate is issued pursuant to the provisions of Golden
  Queen Mining Co. Ltd. (the “Company”) Stock Option Plan (the “Plan”)
  and evidences that _____________________________ (the “Holder”) is
  the holder of an option (the “Option”) to purchase up to ___________________
  common shares (the “Shares”) in the capital stock of the Company at
  a purchase price of $__________ per Share. Subject to the provisions of the
  Plan: 

	 	(a) 	
      the Award Date of this Option is
      _______________________________; and

	 	 	 
	 	(b) 	
      the Expiry Date of this Option is
      _______________________________.



The right to purchase Shares under the Option will vest in the
Holder in increments over the term of the Option as follows: 


	Date 	Cumulative Number of Shares
      which may be Purchased 
	 	 
	 	 
	 	 
	 	 



This Option may be exercised in accordance with its terms at
any time and from time to time from and including the Award Date through to and
including up to 5:00 local time in Vancouver, British Columbia on the Expiry
Date, by delivery to the Administrator of the Plan an Exercise Notice, in the
form provided in the Plan, together with this Certificate and a certified cheque
or bank draft payable to “Golden Queen Mining Co. Ltd.” in an amount equal to
the aggregate of the Exercise Price of the Shares in respect of which the Option
is being exercised. If the Optionee is an employee or consultant, the Optionee
confirms that it is a bona fide employee or consultant, as the case may be. 

The foregoing Option has been awarded this ____ day of _____________________.


GOLDEN QUEEN MINING CO. LTD.

 

Per: ____________________________________________




SCHEDULE “B” 

EXERCISE NOTICE 

	TO: 	The Administrator, Stock Option
      Plan 
	  	c/o Golden Queen Mining Co. Ltd.
    
	  	6411 Imperial Avenue 
	  	West Vancouver, BC V7W 2J5
  


1.           EXERCISE
OF OPTION 

The undersigned hereby irrevocably gives notice, pursuant to
the Golden Queen Mining Co. Ltd. (the “Company”) Stock Option Plan (the “Plan”),
of the exercise of the Option to acquire and hereby subscribes for (cross out
inapplicable item): 

	(a) 	
      all of the Shares; or

	 	 
	(b) 	
      _____________ of the Shares, which are the subject of the
      option certificate attached hereto.



Calculation of total Exercise Price: 

	(i) 	number of Shares to be acquired on exercise:
	_________________________ shares 
	 	 	 
	(ii) 	times the Exercise Price per Share: 	$ ________________________
	 	 	 
	  	Total Exercise Price, as enclosed herewith: 	$ ________________________


The undersigned tenders herewith a cheque or bank draft (circle
  one) in the amount of $ _______, payable to Golden Queen Mining Co. Ltd. in
  an amount equal to the total Exercise Price of the Shares, as calculated above.


	2. 	
      EXERCISE OF STOCK APPRECIATION RIGHT
      (Complete only if exercising stock appreciation
      rights]



The undersigned hereby irrevocably gives notice, pursuant to
the Plan, of the exercise of the stock appreciation right provided under the
Plan and accordingly, wishes to receive such number of Shares as calculated in
accordance with the Plan. As consideration for the Shares, the undersigned
hereby agrees to cancel [cross out inapplicable item]: 

	(a) 	
      all of the Rights; or

	 	 
	(b) 	
      ________________________ of the
Rights.



2.         
 DELIVERY OF SHARE CERTIFICATE 

The Company is directed to deliver the share certificate
evidencing the number of Shares to be issued to the undersigned pursuant to this
Exercise Notice, to the undersigned at the following address: 

___________________________________________________________________________

___________________________________________________________________________

All the capitalized terms, unless otherwise defined in this
Exercise Notice, will have the meaning provided in the Plan. 

DATED the ____ day of _____________________. 

	Witness 	 	Signature
      of Option Holder 
	 	 	 






SCHEDULE “B” 

	Name of Witness (Print) 	Name of Option Holder (Print)