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U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________to
_______________

0-21777(Commission File Number)

GOLDEN QUEEN MINING CO.
LTD.(Name of registrant in its charter)

|British Columbia, Canada                                             | Not Applicable     
|-------------------------------------------------------------------- | -------------------
|(State or other jurisdiction                                         | (IRS Employer      
|of incorporation or organization)                                    | Identification No.)
|                                                                     |                    
|6411 Imperial Avenue, West Vancouver, British
      Columbia, Canada | V7W 2J5            
|(Address of principal executive offices)                             | (Zip Code)         

Issuers telephone number: (604) 921-7570

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under section 12(g) of the Exchange Act:
Common shares without par value

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No
[X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No
[X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. Large accelerated filer [ ]    
Accelerated filer [ ]     Non-accelerated filed [
]     Smaller reporting company [X]

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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently completed
second fiscal quarter: $72,956,250 as at June 30, 2010.

Indicate the number of shares outstanding of each of the
registrants classes of common equity, as of the latest practicable date:
94,228,383 common shares as at February 28, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2010, which was filed with the Securities and Exchange
Commission on March 31, 2011, is being filed to include information for Part
III, Items 10 through 14 and to re-file a consent of the Companys auditors, BDO
Canada LLP, as Exhibit 23.1 of Part IV, Item 15.

The Company did not file with the Securities and Exchange
Commission our Definitive Proxy Statement on Schedule 14A deemed incorporated
into our Annual Report on Form 10-K, on or before the deadline for incorporation
of such documents into the Companys Form 10-K for the year ended December 31,
2010.

2

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PART III

All references to $ are references to United States dollars
and all references to C$ are references to Canadian dollars. As at May 2,
2011, one Canadian dollar was equal to approximately $1.05 in U.S.
Currency

Item 10. Directors, Executive Officers and Corporate
Governance

The following table contains information regarding the members
of the Board of Directors of Golden Queen:

|Name               | Age | Position                | Position Held Since            
|------------------ | --- | ----------------------- | -------------------------------
|Edward G. Thompson | 74  | Director                | November 25, 1994              
|H. Lutz Klingmann  | 71  | Director President      | March 1, 2001 November 29, 2002
|Chester Shynkaryk  | 66  | Director                | November 21, 1985              
|Gordon C. Gutrath  | 73  | Director                | August 14, 1987                
|Thomas M. Clay     | 26  | Director                | January 13, 2009               
|G. Ross McDonald   | 72  | Chief Financial Officer | May 2, 2011                    

H. Lutz Klingmannhas been the President of the Company
since 2002. Mr. Klingmann is primarily responsible for the recent permitting
approvals of the Soledad Mountain Project by the Kern County Planning Commission
and other state agencies. The Board believes that Mr. Klingmanns expertise and
experience as a professional engineer, in mine development, and specifically in
regards to the Soledad Mountain Project, is valuable to the Board.

Chester Shynkarykwas the former President of the
Company for ten years, and as such, has extensive knowledge of the Companys
business and operations. The Board believes that Mr. Shynkaryks knowledge of
the Soledad Mountain Project and its history is valuable to the Board.

Gordon C. Gutrathhas been on the Board since 1987 and
has extensive knowledge of the Companys business and operations. Mr. Gutraths
experience as a professional geologist and his independence from management make
him a valuable member of the Board.

Edward G. Thompsonhas been on the Board since 1994 and
has extensive knowledge of the Companys business and operations. Mr. Thompsons
experience and his independence from management make him a valuable member of
the Board.

Thomas M. Clayrepresents the interests of certain
significant shareholders of the Company, and as such, the Board believes that
Mr. Clay is valuable as a member of the Board.

G. Ross McDonaldhas been a chartered accountant with
the firm of Smythe Ratcliffe, LLP, Chartered Accountants. From 1984 to 2005 he
maintained his own accounting firm, G. Ross McDonald, Chartered Accountant. Mr.
McDonald has acted as a director or officer of a number of reporting and
non-reporting companies.

RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

There are no family relationships among any of the existing
directors or executive officers of Golden Queen.

3

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires Golden Queen's directors, executive officers and persons who
own more than 10% of a registered class of Golden Queens securities to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of Golden Queen. Directors, executive
officers and greater than 10% shareholders are required by SEC regulation to
furnish Golden Queen with copies of all Section 16(a) reports they file.

To Golden Queens knowledge, based solely on a review of Forms
3 and 4, as amended, furnished to it during its most recent fiscal year, and
Form 5, as amended, furnished to it with respect to such year, Golden Queen
believes that during the year ended December 31, 2010, its directors, executive
officers and greater than 10% shareholders complied with all Section 16(a)
filing requirements of the Securities Exchange Act of 1934.

ETHICAL BUSINESS CONDUCT

The Board has adopted a Code of Ethics For Senior Financial
Officers (the Code) as a guideline for the oversight of the ethical conduct of
management. The Companys audit committee monitors compliance with the Code, and
the Board and audit committee are responsible for granting any waivers from the
Code. During the recently completed financial year, there was no conduct by a
director or executive officer that constituted a departure from the Code and no
material change report in that respect has been filed. The Company Code of
Conduct is available on the Companys website.

AUDIT COMMITTEE

The Audit Committee considers the selection and retention of
independent auditors and reviews the scope and results of the audit. In
addition, it reviews the adequacy of internal accounting, financial and
operating controls and reviews Golden Queens financial reporting compliance
procedures. The members of the Audit Committee are Chester Shynkaryk, Edward G.
Thompson and Gordon C. Gutrath. Chester Shynkaryk is the Chair of the Audit
Committee.

In the course of its oversight of our financial reporting
process, the directors have: (1) reviewed and discussed with management our
audited financial statements for the year ended December 31, 2010; (2) received
a report from BDO Canada LLP our independent auditors, on the matters required
to be discussed by Statement on Auditing Standards No. 61, Communications with
Audit Committees; (3) received the written disclosures and the letter from the
auditors required by Public Company Accounting Oversight Board Rule 3526; and
(4) considered whether or note the provision of non-audit services by the
auditors is compatible with maintaining their independence and has concluded
that it is compatible at this time.

Based on the foregoing review and discussions, the Board has
concluded that the audited financial statements should be included in our Annual
Report on Form 10-K for the year ended December 31, 2010 filed with the SEC.

4

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Item 11. Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth all information concerning the
total compensation of Golden Queens president, chief executive officer, chief
financial officer, and the three other most highly compensated officers during
the last fiscal year (the Named Executive Officers) during the last three
completed fiscal years for services rendered to Golden Queen in all capacities.

|Name and
      Principal Position    | Year     | Salary
      ($) | Bonus
      ($) | Stock
      Awards ($) | Option
      Awards ($) | Non-Equity Incentive Plan
      Compensation ($) | Nonqualified Deferred Compensation
      Earnings($) | All
      Other Compensation ($) | Total
      ($)
|------------------------------------ | -------- | ---------------- | --------------- | ---------------------- | ----------------------- | ------------------------------------------------ | ---------------------------------------------------- | -------------------------------- | ---------------
|Lutz 
      Klingmann 
    President | 2010     | $141,293         | Nil             | Nil                    | Nil                     | Nil                                              | Nil                                                  | 1,974                            | $143,267       
|2009                                 | $116,776 | Nil              | Nil             | $91,792[1]             | Nil                     | Nil                                              | Nil                                                  | $208,568                        
|2008                                 | $136,500 | Nil              | Nil             | Nil                    | Nil                     | Nil                                              | Nil                                                  | $136,500                        

[1] The determination of the value of option awards is based
upon the Black-Scholes Option pricing model, details and assumptions of which
are set out in Note 6 to the Companys consolidated financial statements for the
fiscal year ended December 31, 2010.

OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED
FINANCIAL YEAR

|Name and Principal
      Position | Number of
      Securities Underlying Unexercised Options
      (#) Exercisable | Number of
      Securities Underlying Unexercised Options
      (#) Unexercisable | Equity Incentive
      Plan Awards; Number of Securities Underlying
      Unexercised Unearned Options (#) | Option Exercise
      Price ($) | Option Expiration
      Date   
|--------------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------------- | -------------------------------
|Lutz Klingmann President          | 350,000 500,000                                                                 | Nil Nil                                                                           | Nil Nil                                                                                                    | C$0.77 C$0.26                   | April 20, 2011 January 28, 2014
|Chester Shynkaryk Director        | 300,000 400,000                                                                 | Nil Nil                                                                           | Nil Nil                                                                                                    | C$0.77 C$0.26                   | April 20, 2011 January 28, 2014
|Gordon Gutrath Director           | 250,000 200,000                                                                 | Nil Nil                                                                           | Nil Nil                                                                                                    | C$0.77 C$0.26                   | April 20, 2011 January 28, 2014
|Edward Thompson Director          | 300,000 350,000                                                                 | Nil Nil                                                                           | Nil Nil                                                                                                    | C$0.77 C$0.26                   | April 20, 2011 January 28, 2014
|Thomas M. Clay Director           | 300,000                                                                         | Nil                                                                               | Nil                                                                                                        | C$0.26                          | January 28, 2014               

5

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DIRECTORS COMPENSATION

Directors fees were paid to each director in the amount of
C$2,000, or $2,000 as appropriate, for the year ended December 31, 2010 and per
year thereafter. The fees in respect of each year are due on December 1 of that
year.

COMPENSATION OF DIRECTORS

It is currently the policy of the Company to grant options to
purchase Common Shares to its directors under the Companys 2008 Stock Option
Plan (the Plan). The following is a summary of the material terms of the Plan
in accordance with the rules and policies of the Toronto Stock Exchange (the
Exchange):

|i)   | the eligible participants under the Plan are directors,
      officers, employees and consultants of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|ii)  | the number of common shares reserved for issuance from
      time to time under the Plan is 7,200,000, which represents 7.5% of the
      number of issued and outstanding shares of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|iii) | if any stock option is exercised or expires or otherwise
      terminates for any reason, the number of common shares in respect of which
      the stock option is exercised or expired or terminated shall again be
      available for the purposes of the Plan;                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|iv)  | options granted and outstanding under our previous 1996
      Stock Option Plan will be governed by the Plan. There are currently no
      stock options granted and outstanding pursuant to the Companys previous
      stock option plan;                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|v)   | 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, cannot exceed 10% of the
      issued Shares of the Company (calculated at the time of award); or 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, cannot exceed
      10% of the issued Shares of the Company (calculated at the time of
      award);
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|vi)  | the maximum number of securities one person or company is
      entitled to receive is subject to the Exchange policies, and is otherwise
      not restricted;                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|vii) | the exercise price for securities under the Plan will be
      determined by the Board of Directors in its sole discretion as of the date
      of grant, and shall not be less than:                                                                                                                                                                                                                                                                                                                                                                                                                                      

| | (a) | if the Companys shares are not listed for trading on an
      Exchange at the date of grant, the last price at which the Companys
      shares were issued prior to the date of grant; or  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                              
| | (b) | if the Companys shares are listed for trading on an
      Exchange at the date of grant, the closing price of the Companys shares
      on the day immediately preceding the date of
grant;

|viii) | The purchase price for securities under the Plan cannot
      be below the VWAP for the five trading days immediately prior to the date
      of award;                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|ix)   | the value of a share for stock appreciation rights shall
      be determined, unless otherwise specified or permitted by applicable
      regulatory policies, based on the weighted average trading price per share
      for the five trading days immediately preceding the date the notice is
      received by the Company on the Exchange;                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|x)    | a stock appreciation right granted pursuant to the 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 therefor 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;

6

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|xi)   | the Board of Directors may grant stock options to any
      director, officer or employee, together with a bonus consisting of a
      corresponding right to be paid, in cash, an amount equal to the exercise
      price of such stock options, subject to such provisos and restrictions as
      the Board may determine, and subject to any applicable approvals, if
      required;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|xii)  | 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 of Directors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|xiii) | the expiry date of an option shall be the date so fixed
      by the Board of Directors at the time the particular option is awarded,
      provided that such date shall not be later than the fifth anniversary of
      the date of grant of the option;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|xiv)  | any options granted pursuant to the Plan will terminate
      generally within 90 days of the option holder ceasing to act as a
      director, officer, or employee of the Company or any of its affiliates,
      and within generally 30 days of the option holder ceasing to act as an
      employee engaged in investor relations activities, unless such cessation
      is on account of death. If such cessation is on account of death, the
      options terminate on the first anniversary of such cessation. If such
      cessation is on account of cause, or terminated by regulatory sanction or
      by reason of judicial order, the options terminate immediately. Options
      that have been cancelled or that have expired without having been
      exercised shall continue to be issuable under the Plan. The Plan also
      provides for adjustments to outstanding options in the event of any
      consolidation, subdivision, conversion or exchange of Companys
    shares;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|xv)   | options may not be assigned or transferred;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|xvi)  | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|xvii) | 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 general meetings 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;                                                                                                                                                                   

|xviii) | there are no provisions in the Plan for direct financial
      assistance to be provided by the Company to participants under the Plan to
      facilitate the purchase of securities under the Plan, although the Plan
      does permit stock appreciation rights and bonuses to be issued together
      with Options as described above;
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                             
|xix)   | pursuant to the policies of the Exchange, the Plan must
      be approved by shareholders every three years; and                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                             
|xx)    | there are no entitlements under the Plan previously
      granted and subject to ratification by security
holders.                                                                                                                                                                                                                          

There are no other arrangements under which directors of the
Company were compensated by the Company during the year ended December 31, 2010
for their services in their capacity as directors and, without limiting the
generality of the foregoing, no additional amounts are payable under any
standard arrangements for committee participation or special assignments, except
that the Articles of the Company provide that the directors are entitled to be
paid reasonable traveling, hotel and other expenses incurred by them in the
performance of their duties as directors. The Companys Articles also provide
that if a director is called upon to perform any professional or other services
for the Company that, in the opinion of the directors, is outside of the
ordinary duties of a director, such director may be paid a remuneration to be
fixed by the directors and such remuneration may be either in addition to or in
substitution for any other remuneration that such director may be entitled to
receive.

7

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The aggregate direct remuneration paid or payable by the
Company and its subsidiary (the financial statements of which are consolidated
with those of the Company) to the directors and senior officers of the Company
during the financial year ended December 31, 2010 was $143,267, $141,293 of
which was paid to Lutz Klingmann for his services as president of the Company
and $1,974 of which was paid to Lutz Klingmann as directors fees, $17,769 was
paid to Chester Shynkaryk as a consulting fee, $1,974 of which was paid to
Chester Shynkaryk as directors fees, $1,974 of which was paid to Gordon Gutrath
as directors fees, $1,974 of which was paid to Edward Thompson as directors
fees and $2,000 of which was paid to Thomas M. Clay as directors fees. No other
compensation was paid or given during the year for services rendered by the
directors in such capacity, and no additional amounts were payable at year-end
under any standard arrangements for committee participation or special
assignments.

COMPENSATION COMMITTEE

Composition of the Compensation Committee

The members of the Compensation Committee during the year ended
December 31, 2010 were Edward G. Thompson, Chester Shynkaryk and Gordon Gutrath.
Mr. Shynkaryk was president of the Company until December 1, 1995 and served as
Secretary until 2004. Mr. Thompson served as president until November 29,
2002.

Report on Executive Compensation

The Compensation Committee of the Board of Directors is
responsible for reviewing and approving the remuneration of the senior
management of the Company, including the President and chief executive officer.
The guiding philosophy of the Compensation Committee in the determination of
executive compensation is ensuring that the Company is able to attract the best
possible candidates for management positions, given the high level of
competition for competent management in the mining industry, and to align the
interests of management with those of the Companys shareholders.

The Companys executive compensation policies are designed to
recognize and reward individual contribution, performance and level of
responsibility and ensure that the compensation levels remain competitive with
other precious metals development and mining companies. The key components of
total compensation are base salary and incentives.

The Compensation Committee has no formal process for
determining appropriate base salary ranges. Currently the Company pays executive
compensation in the form of a base salary to its President only. The base salary
to the President was based on a proposal from the President, which was accepted
by the Company after considering his experience and expected responsibility and
contribution to the Company.

Stock options are granted to senior management to align the
financial interests of management with the interests of shareholders of the
Company and to encourage senior management to focus on strategies and results
that enhance shareholder value in the longer term. The number of options to
purchase Common Shares granted to each individual will depend largely on his
level of responsibility and contribution to the Companys performance.

The Compensation Committee considers, on an ongoing basis, the
appropriateness and effectiveness of the Companys executive compensation
policies, given prevailing circumstances.

8

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Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS

The following table sets out information as of the end of the
financial year ended December 31, 2010 with respect to compensation plans under
which equity securities of the Company are authorized for issuance.

|Plan Category                                              | Number of securities to be issued
      upon exercise of outstanding options, warrants and
      rights (a) | Weighted-average exercise price
      of outstanding options, warrants and rights (b) | Number of securities remaining
      available for future issuances under equity
      compensation plan (excluding securities reflected in
      column (a)) (c)
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     | 3,050,000                                                                                                   | C$0.48                                                                                | 3,050,000                                                                                                                                                        
|Equity compensation plans not approved by security holders | Nil                                                                                                         | Nil                                                                                   | Nil                                                                                                                                                              
|Total                                                      | 3,050,000                                                                                                   | C$0.48                                                                                | 3,050,000                                                                                                                                                        

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the directors and executive officers of the
Company, as at May 2, 2011 the beneficial owners or persons exercising control
over Company shares carrying more than 5% of the outstanding voting rights
are:

|Name and Address                              | Number of Shares(1)                  | Nature of Ownership                  | Approximate % of Total Issued
|--------------------------------------------- | ------------------------------------ | ------------------------------------ | -----------------------------
|Landon T. Clay
    Peterborough, NH           | 3,555,045                            | Sole voting and investment control   | 3.73%                        
|19,127,095(2)(4)                              | Shared voting and investment control | 20.04%                              
|Thomas M. Clay 
    Peterborough, NH          | 1,168,522(3)                         | Sole voting and investment control   | 1.22%                        
|14,330,001(2)                                 | Shared voting and investment control | 15.02%                              
|Harris Clay 
    Augusta, GA                  | 4,797,094(4)                         | Shared voting and investment control | 5.03%                        
|Soledad Mountain LLC
    Delaware             | 7,258,330(5)                         | Sole voting and investment control   | 7.61%                        
|Sprott Asset Management Inc. 
    Toronto, ON | 11,860,300(6)                        | Sole voting and investment control   | 12.43%                       
|Gammon Gold Inc.
    Toronto, ON              | 7,500,000(7)                         | Sole voting and investment control   | 7.86%                        

|(1) | The information relating to the above share ownership was
      obtained by the Company from insider reports and beneficial ownership
      reports filed with the SEC or available at www.sedi.com, or from the
      shareholder, and includes direct and indirect holdings.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Landon T. Clay and Thomas M. Clay have shared voting and
      investment control of 14,330,001 shares.                                                                                                                                                                       
|(3) | Includes 300,000 shares issuable upon exercise of
      options.                                                                                                                                                                                                              
|(4) | Landon T. Clay and Harris Clay have shared voting and
      investment control of 4,797,094 shares.                                                                                                                                                                           
|(5) | Jonathan C. Clay is the managing member and has voting
      and investment control on the shares.                                                                                                                                                                            
|(6) | Sprott Asset Management LP holds the shares as portfolio
      manager.                                                                                                                                                                                                       
|(7) | Includes 2,500,000 shares issuable upon exercise of share
      purchase warrants.                                                                                                                                                                                            

9

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of the Companys Common Stock as of May 2, 2011 by:

|(i)   | each director of Golden Queen;                                 
|----- | ---------------------------------------------------------------
|(ii)  | each of the Named Executive Officers of Golden Queen;
      and
|(iii) | all directors and executive officers as a
  group.             

Except as noted below, Golden Queen believes that the
beneficial owners of the Common Stock listed below, based on information
furnished by such owners, have sole voting and investment power with respect to
such shares.

|Name and Address of Beneficial Owner                                | Shares Beneficially Owned | Percentage of Shares Beneficially
      Owned[1]
|------------------------------------------------------------------- | ------------------------- | ------------------------------------------------
|H. LUTZ KLINGMANN, Director, President West Vancouver,
      BC     | 915,400[1]                | 0.94%                                           
|CHESTER SHYNKARYK, Director Delta, BC                               | 630,000[1]                | 0.65%                                           
|GORDON C. GUTRATH, Director Vancouver, BC                           | 465,000[1]                | 0.48%                                           
|EDWARD G. THOMPSON, Director Toronto, ON                            | 802,500[1]                | 0.82%                                           
|THOMAS M. CLAY, Director Peterborough, NH                           | 15,798,523 [1][2]         | 16.24%                                          
|G. ROSS MCDONALD, Chief Financial Officer North
      Vancouver, BC | Nil                       | Nil                                             
|All officers and directors (6) persons                              | 18,611,423[1]             | 19.13%                                          

[1] These amounts include beneficial ownership of securities
not currently outstanding but which are reserved for immediate issuance on
exercise of options. In particular, these amounts include shares issuable upon
exercise of options as follows: 350,000 shares issuable to Edward Thompson;
400,000 shares issuable to Chester Shynkaryk; 200,000 shares issuable to Gordon
Gutrath, 500,000 shares issuable to Lutz Klingmann, and 300,000 shares issuable
to Thomas M. Clay.

[2] Landon T. Clay and Thomas M. Clay have shared voting and
investment control of 14,330,001 of these shares.

Item 13. Certain Relationships and Related Transactions, and
Director Independence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 11, 2004, we entered into a management agreement with
Lutz Klingmann. Pursuant to the terms of the agreement, Mr. Klingmann acts as
chief operating officer and has overall management responsibility for our
operations. Mr. Klingmann receives C$60 per hour as compensation for his work
and also receives C$5 per hour for use of his office, equipment and
out-of-pocket expenses. The management agreement also provides for the issuance
of up to 300,000 Common Shares of the Golden Queen to Mr. Klingmann on the
attaining of certain milestones.

DIRECTOR INDEPENDENCE

The Board is responsible for overseeing management of the
Company and determining the Companys strategy and for determining whether or
not a director is independent. In making this determination, the Board has
adopted the definition of independence as set forth in Canadian National
Instrument 58-101 and Canadian National Policy 58-201, which recommends that a
majority of the Board of Directors be considered independent. In applying this
definition, the Board considers all relationships of the directors of the
Company, including business, family and other relationships. As at the date of
this Management Information Circular, there are five (5) directors on the Board,
Lutz Klingmann, Chester Shynkaryk, Gordon Gutrath, Edward Thompson, and Thomas
M. Clay. Of the five directors, Chester Shynkaryk, Gordon Gutrath, and Edward
Thompson are considered independent. Lutz Klingmann, President of the Company,
and Thomas Clay, are not considered independent.

10

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Item 14. Principal Accounting Fees and Services

BDO Canada LLP served as Golden Queens independent auditors
for the fiscal year ended December 31, 2010, and has been appointed by the Board
of Directors to continue as Golden Queens independent auditor for Golden
Queens fiscal year ending December 31, 2011, and until the next annual general
meeting of shareholders.

The fees for services provided by BDO Canada LLP to us in each
of the fiscal years ended 2009 and 2010 were as follows:

|Fees               | 2009    | 2010   
|------------------ | ------- | -------
|Audit fees         | $49,500 | $57,500
|Audit related fees | $6,500  | $77,000
|Tax fees           | $12,850 | $2,050 
|All other fees     | Nil     | $Nil   

PART IV

Item 15. Exhibits

|Exhibit | Description of Exhibit                               | Manner of Filing
|------- | ---------------------------------------------------- | ----------------
|No.     |                                                      |                 
|23.1    | Consent of BDO Canada LLP                            | Filed herewith  
|31.1    | Rule 13a-14(a)/15(d)-14(a) Certification  CEO       | Filed herewith  
|31.2    | Rule 13a-14(a)/15(d)-14(a)
      Certification - CFO | Filed herewith  
|32.1    | Section 1350 Certification                           | Filed herewith  

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

GOLDEN QUEEN MINING CO. LTD.

|    | /s/ H. Lutz Klingmann        | 
|--- | ---------------------------- | 
|By: |                              | 
|    | H. Lutz Klingmann            | 
|    | Principal Executive Officer  | 
|    |                              | 
|    | /s/ G. Ross McDonald         | 
|By: |                              | 
|    | G. Ross McDonald             | 
|    | Principal Accounting Officer | 
|    |                              | 
|    | Date: May 20, 2011           | 

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Signature                   |  | Title                                                      | Date        
|--------------------------- |  | ---------------------------------------------------------- | ------------
|                            |  |                                                            |             
|/s/ H. Lutz
      Klingmann |  | President, Principal Executive Officer, and
      Director | May 20, 2011
|H. Lutz Klingmann           |  |                                                            |             
|                            |  |                                                            |             
|                            |  |                                                            |             
|/s/ Chester
      Shynkaryk |  | Director                                                   | May 20, 2011
|Chester Shynkaryk           |  |                                                            |             
|                            |  |                                                            |             
|                            |  |                                                            |             
|/s/ Gordon Gutrath          |  | Director                                                   | May 20, 2011
|Gordon Gutrath              |  |                                                            |             

12

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