Exhibit 10.2 


 


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 MARCH 22, 2017.


 


THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE
ON OR BEFORE 5:00 P.M. (VANCOUVER TIME) ON NOVEMBER 21, 2021, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO
BE VOID AND OF NO FURTHER FORCE OR EFFECT.


 


	No. 4065148.0[ ̈]	November 21, 2016


 


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$0.85 per Warrant Share (the “Exercise Price”). The Holder may
exercise these Warrants at any time on or after the date hereof and on or prior to 5:00 p.m. (Vancouver Time) on November 21,
2021 (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.


 




     


     


    

 


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;



 




    	 	- 2 -	 



    	 		 



    

 


 


		(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 Subsection 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;



 




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		(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);



 




    	 	- 4 -	 



    	 		 



    

 


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$0.6650.


 


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 Subsection 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:


 




    	 	- 5 -	 



    	 		 



    

 


		(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$0.6650.



 


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.


 




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		(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.



 


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 Subsection 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 -	 



    	 		 



    

 


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.


 


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, Vice President Finance and CFO 
	 	Email: astgermain@goldenqueen.com
	 	 
	 	With a copy to: 
	 	 
	 	Morton Law LLP
	 	1200 - 750 West Pender Street
	 	Vancouver, BC  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
	 	 


 




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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 MARCH 22, 2017.”



 


			“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.


 




    	 	- 10 -	 



    	 		 



    

 


IN WITNESS WHEREOF, the Corporation
has caused these Warrants to be executed this 21st day of November, 2016.


 


	 	GOLDEN QUEEN MINING CO. LTD.
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 	- 11 -	 



    	 		 



    

 


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)










  




    	 	A- 1 	 



    	 		 



    

 


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: 


 




    	 	B- 1