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





AGREEMENT AND AMENDMENT NO. 1 

This AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AGREEMENT (this
“Agreement”) is made as of February 27, 2015 by and among GOLDEN QUEEN
MINING CO. LTD., a British Columbia corporation (the “Borrower”), GOLDEN
QUEEN MINING HOLDINGS, INC., a California corporation (“Holdings”),
GOLDEN QUEEN MINING CANADA LTD., a recently incorporated British Columbia
corporation and a wholly owned subsidiary of the Borrower (“BC
Subco”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009
(“LTC Lender”) and JONATHAN C. CLAY, an individual (together with
LTC Lender, the “Lenders”). 

Whereas the Borrower, Holdings and the Lenders are parties to
that certain Pledge Agreement (the “Pledge Agreement”) dated December 31,
2014; terms defined in the Pledged Agreement are used herein with the same
meanings. 

Whereas the Borrower and the Lenders are parties to that
certain Term Loan Agreement dated December 31, 2014 (the “Term Loan
Agreement”). 

Whereas Section 5.10 of the Term Loan Agreement requires BC
Subco to be joined as a guarantor to that certain Guaranty dated December 31,
2014 among Holdings and the Lenders (the “Subsidiary Guaranty”). 

Whereas pursuant to that certain Share Transfer Agreement (the
“Transfer Agreement”) dated of even date herewith between the Borrower
and BC Subco, the Borrower proposes to sell and transfer all of the shares of
Holdings held by the Borrower (the “Holdings Shares”) to BC Subco. 

Whereas the shares of BC Subco held by the Borrower the “BC
Subco Shares”) will constitute Pledged Securities pursuant to the Pledge
Agreement. 

Whereas, pursuant to Section 5.3 of the Pledge Agreement the
Borrower agreed not to convey, sell or otherwise dispose of the Holdings Shares
except in favor of the Lenders (the “Transfer Restriction”). 

Whereas the sale and transfer of the Holdings Shares by the
Borrower to BC Subco is a transaction with an Affiliate (as such is defined in
the Term Loan Agreement) and is subject to the approval requirements set forth
in Section 6.7 of the Term Loan Agreement (the “Approval
Requirements”).

Now, therefore, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows: 

1. BC Subco agrees to be bound by the Pledge Agreement as if it
were originally named a Pledgor and henceforth shall be a “Pledgor” in respect
of the Holdings Shares, the Borrower hereby pledges the BC Subco Shares to the
Lenders pursuant to the Pledge Agreement, the BC Subco Shares henceforth shall
constitute Pledged Securities, and the table set forth in Exhibit A to the
Pledge Agreement is hereby amended and restated in its entirety to read as set
forth in the table attached hereto as Schedule 1.

2. BC Subco hereby agrees to be bound by the Subsidiary
Guaranty as if it were originally named a Guarantor thereunder and henceforth
shall be a “Guarantor” (as such is defined in the Subsidiary Guaranty). Without
limiting the generality of the foregoing, BC Subco hereby absolutely,
unconditionally and irrevocably guarantees to the Lenders the full and punctual
payment when due (whether at maturity, by acceleration or otherwise) and the performance of all
Obligations (as such are defined in the Term Loan Agreement). BC Subco also
makes each of the representations and warranties and agrees to each of the
covenants applicable to the Guarantor contained in the Subsidiary Guaranty.





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3. Subject to the terms and conditions set forth herein, the
Lenders hereby consent to the sale and transfer of the Holdings Shares by the
Borrower to BC Subco pursuant to the Transfer Agreement, and, solely to permit
such sale and transfer to be effected without constituting a breach of the
Pledge Agreement or the Term Loan Agreement, hereby provide a limited waiver of
the Transfer Restriction and the Approval Requirements. Other than the limited
waiver provided pursuant to this paragraph, the Transfer Restriction and
Approval Requirements shall remain in full force and effect. 

4. The Pledge Agreement and the Subsidiary Guaranty, as
modified hereby, shall continue in full force and effect and shall continue to
apply and be enforceable among the parties thereto and hereto. 

5. The provisions of Sections 12, 13, 14 and 15 of the Pledge
Agreement are hereby incorporated by reference into this Agreement and shall
apply to this Agreement and the parties hereto as if fully set forth herein.


[Signatures on following page] 





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IN WITNESS WHEREOF, the parties hereto have executed this
AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AGREEMENT as of the date first above
written. 

GOLDEN QUEEN MINING CO. LTD. 


	By: 	/s/
      Andrée St-Germain 
	  	Name: Andrée St-Germain 
	  	Title: CFO 



GOLDEN QUEEN MINING HOLDINGS, INC.



	By: 	/s/ H.
      Lutz Klingmann 
	  	Name: H. Lutz Klingmann 
	  	Title: President 



GOLDEN QUEEN MINING CANADA LTD. 


	By: 	/s/ H.
      Lutz Klingmann 
	  	Name: H. Lutz Klingmann 
	  	Title: President 



THE LANDON T. CLAY 2009 IRREVOCABLE
TRUST DATED MARCH 6, 2009 


	By: 	/s/
      Thomas M. Clay 
	  	Name: Thomas M. Clay 
	  	Title: Trustee 



JONATHAN C. CLAY 


	  /s/
      Jonathan Clay










SCHEDULE I 


	Pledgor Name	Issuer of Equity Interests	Pledged Equity Interests
	Golden Queen Mining Co. Ltd. 	Golden Queen Mining Canada Ltd., a British
      Columbia corporation 	100 common shares in the capital of the issuer,
      constituting all of the issued and outstanding shares of the issuer 
	Golden Queen Mining Canada Ltd. 	Golden Queen Mining Holdings, Inc., a
      California corporation 	100 shares of common stock, constituting all of
      the capital stock of the issuer 
	Golden Queen Mining Holdings, Inc. 	Golden Queen Mining Company, LLC, a California
      limited liability company 	50% of the LLC membership interests, subject to
      adjustment as set forth in the Amended and Restated Limited Liability
      Company Agreement of Golden Queen Mining Company, LLC