---

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

FORM 10-K/AAmendment No. 1

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

For the fiscal year ended December 31, 2014

(   ) 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.)

|Suite 2300  1066 West Hastings Street, British
      Columbia, Canada | V6E 3X2   
|---------------------------------------------------------------------- | ----------
|(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 Securities Exchange
Act of 1934 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 Website, 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-K 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. (   )

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
(X)           Non-accelerated
filer (  
)           Smaller reporting
company (   )

---

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: $92,437,373 as at June 30, 2014.

Indicate the number of shares outstanding of each of the
registrants classes of common equity, as of the latest practicable date:
99,778,683 common shares as at March 16, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2014, which was filed with the Securities and Exchange
Commission on March 16, 2015, is being filed to include information for Part
III, Items 10 through 14. This amendment is being filed as the Company did not
file with the Securities and Exchange Commission a Definitive Proxy Statement on
Schedule 14A, on or before April 30, 2015.

---

PART III

All references to $ are references to United States
dollars and all references to C$ are references to Canadian dollars. As at
April 28, 2015, one Canadian dollar was equal to approximately $0.8319 in United
States dollars.

Item 10. Directors, Executive Officers and Corporate
Governance

DIRECTORS AND EXECUTIVE OFFICERS

The following table contains information regarding the members
and nominees of the Board of Directors and the Executive of Golden Queen as of
the Record Date:

Name
    Age
    Position
    Position Held SinceH. Lutz Klingmann
    75
    Director
    March 1, 2001President
    May 21, 2009CEO
    May 21, 2009Thomas M. Clay
    30
    Director
    January 13, 2009Chairman
    May 30, 2013Bryan A. Coates
    57
    Director
    January 28, 2013Bernard Guarnera
    70
    Director
    May 30, 2013Guy Le Bel
    56
    Director
    May 30, 2013Andrée St-Germain
    35
    CFO
    September 18, 2013Corporate Secretary
    September 18, 2013


Members of the Board of Directors hold office until the
Companys next annual general meeting of shareholders or until his or her
successor have been duly appointed or elected and qualified. Officers of the
Company serve at the discretion of the Board of Directors.

The following table sets out the names of directors of the
Company, their positions and offices in the Company, principal occupations, the
period of time that they have been directors of the Company, whether or not they
are considered independent or non-independent, the number of shares of the
Company which each beneficially owns or over which control or direction is
exercised, Board/Committee membership and attendance, and other public board of
directorships information:

Name, Present Office,
      Province/State & Country of Residence
    Present
      Principal Occupation or Employment(1)
    Security
    Holdings(2)H. LUTZ KLINGMANN
      Director, President and CEO West Vancouver, British
      Columbia, Canada
    Mr. Klingmannwas appointed President of the
      Company on November 29, 2002. Mr. Klingmann is a registered professional
      engineer in British Columbia. The Board believes that Mr. Klingmanns
      expertise and experience as a professional engineer, in mine development,
      and specifically his experience with the Soledad Mountain Project, is
      valuable as a member of the Board. Date first appointed as a
      Director: March 1, 2001
    Common Shares: 979,100Independent
    Board/Committee
      Memberships
    Attendance at Meetings
      During 2014
    Other Public Board DirectorshipsNo
    Board of Directors Technical
    Committee
    5/5 (100%) 2/2 (100%)
    None


1

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Name, Present Office, Province/State
      & Country of Residence
    Present Principal
      Occupation or Employment(1)
    Security
    Holdings(2)THOMAS M. CLAY Director and
      Chairman of the Board Providence, Rhode Island, USA
    Mr. Claysprincipal occupation is Vice President
      of East Hill Management Company, LLC. He also serves as a director of The
      Clay Mathematics Institute, Inc. and of ThromboGenics NV. Mr. Clay
      represents 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.Date first appointed as a Director:
      January 13, 2009
    Common Shares:
      8,222,543(3)(4)(5)Independent
    Board/Committee
      Memberships
    Attendance at Meetings
      During 2014
    Other Public Board
      DirectorshipsNo
    Board of Directors
    5/5 (100%)
ThromboGenics NV


**Name, Present Office,**
      Province/State & Country of Residence
    Present Principal
      Occupation or Employment(1)
    Security
    Holdings(2)**BRYAN A. COATES** Director
      Saint-Lambert, Quebec, Canada
    Mr. Coatescurrently serves as President of Osisko
      Gold Royalties since June 2014. Prior to that, he was the Vice President,
      Finance and Chief Financial Officer of Osisko Mining. He was responsible
      for all activities related to financing, financial reporting, marketing
      relating to the gold industry, risk management and government relations.
      Mr. Coates has more than 30 years of progressive experience within the
      international and Canadian mining industry. Before joining Osisko, he was
      Chief Financial Officer of Iamgold (2006- 2007), Cambior Inc. (2001-2006),
      and Cia Minera Antamina (1998-2001). He also acts as a Member of the Board
      of Directors of the Fédération des Chambres de Commerce du Quebec's, the
      Chairman of Timmins Gold Corp., a director of NioGold Mining Corporation,
      as well as the chair of the Chamber's Mining Industry Committee. He is a
      member of the Chartered Professional Accountants of Ontario. It is the
      determination of the Board that Mr. Coates financial acumen in conjunction
      with his public company expertise is an asset to the Company.
      Date first appointed as a Director: January 28, 2013
    Stock Options: 50,000Independent
    Board/Committee
      Memberships
    Attendance at Meetings
      During 2014
    Other Public Board
      DirectorshipsYes
    Board of Directors Audit
      Committee Compensation Committee Nominating Committee
    5/5 (100%) 4/4 (100%) 1/1
      (100%) nil
    Timmins Gold Corp. NioGold Mining
      Corporation


2

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Name, Present Office,
      Province/State & Country of Residence
    Present
      Principal Occupation or Employment(1)
    Security
    Holdings(2)BERNARD GUARNERA Director
      Las Vegas, Nevada, USA
    Mr. Guarnerahas over 40 years of experience in
      the global mining industry and is President of Broadlands Mineral Advisory
      Services Ltd. Mr. Guarnera was the former Chairman of the Board of Behre
      Dolbear Group Inc., a mining consulting firm founded in 1991. Mr. Guarnera
      is a registered professional engineer and a registered professional
      geologist. He serves as a director of the Colorado Mining Association and
      Northern Zinc, and is the president of Mining and Metallurgical Society of
      America. The Board believes that Mr. Guarneras technical expertise and
      his capital market experience make him a valuable member of the Board.
      Date first appointed as a Director: May 30, 2013
    Common Shares: 25,000 Stock
      Options: 50,000Independent
    Board/Committee
      Memberships
    Attendance at Meetings
      During 2014
    Other Public Board
      DirectorshipsYes
    Board of Directors Audit
      Committee Compensation Committee Nominating Committee
      Technical Committee
    5/5 (100%) 4/4 (100%) 1/1
      (100%) nil 2/2 (100%)
    None


Name, Present Office, Province/State
      & Country of Residence
    Present Principal
      Occupation or Employment(1)
    Security
    Holdings(2)GUY LE BEL
      Director
      Repentigny, Quebec, Canada
    Mr. Le Belis a merger and acquisitions, and
      business development consultant to Canadian mining companies and has over
      30 years of international experience in strategic and financial planning.
      He currently serves as Vice President Evaluations for Capstone Mining
      Corp. and is a Director of RedQuest Capital Corp. Previously, Mr. Le Bel
      was Vice President, Business Development at Quadra Mining Ltd., and prior
      to that held business advisory, strategy and planning, business valuation,
      and financial planning management roles at BHP Billiton Base Metals Ltd.,
      Rio Algom Ltd. and Cambior Inc. The Board believes that Mr. Le Bels
      Canadian and international experience in strategic and financial planning
      make him a valuable member of the Board. Date first appointed as a
      Director: May 30, 2013
    Stock Options: 50,000Independent
    Board/Committee
      Memberships
    Attendance at Meetings
      During 2014
    Other Public Board
      DirectorshipsYes
    Board of Directors Audit
      Committee Compensation Committee Nominating Committee
      Technical Committee
    5/5 (100%) 4/4 (100%) 1/1
      (100%) nil 2/2 (100%)
    RedQuest Capital Corp.


3

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|(1) | The information as to principal occupation and business
      or employment has been furnished by the respective nominees.                                                                                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | Based upon information furnished to Golden Queen either
      by the directors and executive officers or from the insider reports and
      beneficial ownership reports filed with the SEC or available at
      www.sedi.ca. These amounts include beneficial ownership of securities not
      currently outstanding but which are reserved for immediate issuance on
      exercise of options.
|    |                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | Includes 5,599,613 shares reserved for immediate issuance
      on exercise of convertible debentures of which Landon T. Clay and Thomas
      M. Clay have shared voting and investment control.                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                    
|(4) | Thomas M. Clay, Landon T. Clay, Harris Clay and Jonathan
      Clay have shared voting and investment control of 807,250
shares.                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                    
|(5) | Landon T. Clay and Thomas M. Clay have shared voting and
      investment control of 10,000 shares.                                                                                                                                                                                                                                                                                                

The Company believes that each of the persons standing for
election to the Board at the Meeting has the experience, qualifications,
attributes and skills that, when taken as a whole, will enable the Board to
satisfy its oversight responsibilities effectively.

Andrée St-Germain - Chief Financial Officer and
Corporate Secretary.Ms. St-Germain was previously an investment banker with
Dundee Capital Markets where she worked exclusively with mining companies on a
variety of financings and merger and acquisition advisory assignments. She holds
an International Master of Business Administration degree (Honours) from
Schulich School of Business (York University).

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past ten years, none of the persons currently
serving as executive officers and/or directors of the Company has been the
subject matter of any of the following legal proceedings that are required to be
disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two (2) years prior to that time; (b) any criminal convictions; (c) any
order, judgment, or decree permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; (d) any finding by a court or the SEC to have
violated a federal or state securities or commodities law, any law or regulation
respecting financial institutions or insurance companies, or any law or
regulation prohibiting mail or wire fraud; or (e) any sanction or order of any
self-regulatory organization or registered entity or equivalent exchange,
association or entity. Further, no such legal proceedings are believed to be
contemplated by governmental authorities against any director or executive
officer.

Other than as disclosed herein, the Company is not aware of any
claims, actions, proceedings or investigations pending against the Company, any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than five percent (5%) of the Common Stock, or any
associate of any such director, officer, affiliate of the Company, or security
holder that, individually or in the aggregate, are material to the Company.
Neither the Company nor its assets and properties is subject to any outstanding
judgment, order, writ, injunction or decree that has had or would be reasonably
expected to have a material adverse effect on the Company. Furthermore, the
Company is not aware of any threatened lawsuits.

On January 31, 2014, the Center for Biological Diversity (the
Center) filed an emergency petition (the Petition) with the
United States Fish and Wildlife Service (USFWS) asking the USFWS to
list the Mojave Shoulderband snail as a threatened or endangered species. Citing
a report published more than 80 years ago, the Petition claims that the snail
exists in only three places, and that most of the snail habitat occurs on
Soledad Mountain, where the Company is developing its fully permitted mining
operation, known locally as the Soledad Mountain Project.

On April 22, 2014, the Company learned that the USFWS had
determined that there is no emergency to justify listing the Mohave Shoulderband
snail as threatened or endangered under the Endangered Species Act of
1973, as amended. The USFWS has reviewed the Petition filed by the Center
and has concluded that there is no imminent threat to the snail that would cause
them to believe an emergency listing is required.

Even though an emergency listing was not warranted, the USFWS
is required by the Endangered Species Act to continue processing the listing
petition. On April 10, 2015, the USFWS announced the commencement of a 60-day
public comment period as part of its decision to study the merits of the
assertions made in the Petition. As USFWS states in its notice, taking this step
does not mean that a listing will be warranted at the end of the 12-month study
period.

4

---

The Company worked with its environmental and legal advisors to
prepare a detailed response to the petition, which was filed with the USFWS on
March 31, 2014. The Companys response is available on the Companys website at
www.goldenqueen.com.

The Project has received all necessary regulatory approvals.
The decision by USFWS to engage in a study does not affect the Projects
regulatory approvals or prevent the Project from moving forward.

During the second quarter of 2014, the Company filed a
complaint with the National Labor Relations Board (the NLRB) against
the Building and Construction Trades Council of Kern, Inyo, and Mono Counties
(the Union). The complaint was in response to action taken by the Union
related to a 1997 project labor agreement (the PLA) that the Company
believes is not applicable to the current Project and, in any event,
unenforceable under federal labor law.

The NLRB informed the Company that the NLRBs General Counsel
had found in favor of the Company in the above matter in early October 2014. The
NLRB next informed the Company that the Union had decided not to sign the
Settlement Agreement offered by the NLRB. The NLRB has issued a Complaint
against the Union with the NLRB in the role of prosecutor. In the case the NLRB,
Region 31, will be acting as a representative of the NLRB General Counsel and
will be prosecuting this unfair labor practice charge against the Union.

A Field Attorney for the NLRB reported that he had his first
substantive conversation with legal counsel for the Union on December 4, 2014.
The Field Attorney explored the possibility of a settlement whereby the Union
would agree not to enforce the 1997 PLA. Legal counsel for the Union indicated
that they were not interested in a settlement because the Unions believed that
the PLA was lawful and enforceable. The Field Attorney then asked the Companys
legal counsel about the possibility of a non-Board settlement, meaning a
settlement between the Company and the Union. Our legal counsels response was
that we had made several attempts to settle this issue and a likelihood of a
settlement at this point was low. A hearing with the NLRB originally scheduled
for February 2, 2015 has now been set for June 22, 2015.

We received notice that a complaint was filed on April 22,
2015, in United States District Court, District of Massachusetts, seeking
recovery, pursuant Section 16(b) of the Exchange Act of alleged short-swing
trading profits. The complaint was filed by Ryan T. Darby, as plaintiff, and
named Landon T. Clay, a shareholder of the Company (Clay), and the
Company as defendants, and alleges that Mr. Clay realized short-swing profits in
connection with transactions in Company securities within six month periods.
There can be no assurance that the Company will receive any funds as a result of
this suit. Although the Company is only a nominal defendant in this action, time
and money may be required to resolve it. The Company is unable to predict the
timing or outcome of this litigation. Each of Mr. Clay and the Company believes
that the allegations are without merit and intend to vigorously defend against
the claims.

RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as
amended, (the Exchange Act) 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 the Company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, the Company believes
that during the year ended December 31, 2014, its directors, executive officers
and greater than 10% shareholders complied with all Section 16(a) filing
requirements of the Securities Exchange Act of 1934.

5

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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 fiscal 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 at www.goldenqueen.com.

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. As of the Record Date, the members of the Audit Committee are Bryan
A. Coates, Bernard Guarnera and Guy Le Bel, all independent directors. Bryan A.
Coates is the Chair and the financial expert of the Audit Committee. The Board
of Directors has adopted a written charter for the Audit Committee. The Audit
Committee charter is available on the Companys website at
www.goldenqueen.com. During the fiscal year ended December 31, 2014, the
Audit Committee held four (4) meetings, during which all audit committee members
were present.

As part 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, 2014; (2) received a report
from BDO Canada LLP our independent auditors, on the communications pursuant to
the applicable standards and discussed the same with BDO Canada LLP; (3)
received the written disclosures and the letter from the auditors required by
Public Company Accounting Oversight Board Rule 3526 regarding the independent
accountants communications with the audit committee concerning independence,
and discussed with the independent accountant the independent accountants
independence; and (4) considered whether or not 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 Audit
Committee recommended to the Board that the audited financial statements should
be included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2014, filed with the SEC on March 16, 2015.

Submitted by the Audit Committee. Bryan A. Coates, Chair
Bernard Guarnera, Member Guy Le Bel, Member

6

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Item 11. Executive Compensation

SUMMARY COMPENSATION TABLE

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

NonqualifiedNon-Equity
    
    
    DeferredName and
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherPrincipal
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    CompensationPosition
    
    Year
    
    
    ($)
    
    
    ($)(5)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Total ($)Lutz
    
    2014
    
    $
    163,465
    
    $
    40,743
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    $
    204,208Klingmann
    
    2013
    
    $
    159,524
    
    $
    32,907
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    $
    1,905
    
    $
    194,336President, CEO
    
    2012
    
    $
    138,885
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    $
    2,017
    
    $
    140,902G. Ross
    
    2014
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    NilMcDonald(2)
    
    2013
    
    $
    21,987
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    $
    21,987Former CFO
    
    2012
    
    $
    29,930
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    $
    29,930Andrée St-Germain(3)
    
    2014
    
    $
    135,817
    
    $
    167,783
    
    
    Nil
    
    $
    141,181
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    $
    444,781CFO
    
    2013
    
    $
    47,010
    
    $
    9,402
    
    
    Nil
    
    $
    161,353
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    $
    217,765LaurenceMorris(4)
    
    2014
    
    $
    129,041
    
    
    Nil
    
    
    Nil
    
    $
    92,490
    
    
    Nil
    
    
    Nil
    
    $
    33,566
    
    $
    255,097COO
    
    2013
    
    $
    87,500
    
    
    Nil
    
    
    Nil
    
    $
    93,935
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    $
    181,435


|(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 the Companys consolidated financial statements for
      the fiscal years ended December 31, 2013 and December 31, 2014. The value
      of the 2013 option awards is based on the options that had vested as of
      December 31, 2013: 100,000 vested options for the CFO and 100,000 vested
      options for the former COO. The 2014 option awards reflect the value of
      the options issued in 2013 to the CFO and former COO but vested during
      fiscal 2014: 200,000 vested options for the CFO and 100,000 vested options
      for the former COO. The former COO resigned in November 2014 and as a
      result 100,000 unvested options were cancelled.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | G. Ross McDonald was the Chief Financial Officer of the
      Company until September 18, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Andrée St-Germain was appointed the Chief Financial
      Officer on September 18, 2013. The bonus granted to Ms. St-Germain in 2014
      includes a bonus target of C$150,000 as set out in her employment
      contract. See note 1 for details on the option award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | Laurence Morris was appointed the Chief Operating Officer
      on May 22, 2013 and resigned on November 11, 2014. See note 1 for details
      on the option award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(5) | The 2014 bonus granted to Mr. Lutz Klingmann was  approved and granted subsequent to fiscal year 2014. A portion of the 2014  bonus granted to Ms. St-Germain was approved and granted subsequent to fiscal  year 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

The Board approves the issuance of stock options to our
directors, officers, employees and consultants. Unless otherwise provided by the
Board of Directors, all vested options are exercisable for a term of five (5)
years from the date of grant. During the fiscal year ended December 31, 2014,
there were no options granted to the Named Executive Officers.

AGGREGATED STOCK OPTION EXERCISES DURING THE MOST RECENTLY
COMPLETED FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

There were no stock options exercised by the Named Executive
Officers during the Companys fiscal year ended December 31, 2014.

7

---

OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED
FISCAL YEAR

The following table sets forth the information concerning all
option-based awards outstanding for each of Golden Queens Named Executive
Officers as of December 31, 2014:

Number of
    Number ofSecurities
    Securities
    Equity Incentive
      PlanUnderlying
    Underlying
    Awards; Number ofUnexercised
    Unexercised
    Securities
      Underlying
    OptionOptions
    Options
    Unexercised
    ExerciseName and
    (#)
    (#)
    Unearned Options
    Price
    Option ExpirationPrincipal Position
    Exercisable
    Unexercisable
    (#)
    ($)
    DateLutz Klingmann
    Nil
    Nil
    Nil
    N/A
    N/APresident, CEOAndrée St-Germain
    300,000
    Nil
    Nil
    $1.26
    September 18, 2018CFOLaurence Morris
    200,000
    Nil
    Nil
    $1.16
    November 11, 2015COO(1)


|    |                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------
|(1) | Laurence Morris was appointed the Chief Operating Officer
on May 22, 2013 and resigned on November 11, 2014.

DIRECTORS COMPENSATION

The following table sets out the compensation provided to the
members of the Board during the Companys year ended December 31, 2014:

Change inPension ValueFees
    
    
    
    
    
    
    
    
    
    
    
    and Non-Earned
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Qualifiedor Paid
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All Otherin Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    **Compensation**
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings
    
    
    ($)
    
    
    ($)H. Lutz Klingmann
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    N/A
    
    
    Nil
    
    
    NilThomas M. Clay
    $
    20,000
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    N/A
    
    
    Nil
    
    $
    20,000Bryan A. Coates(1)
    $
    37,971
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    N/A
    
    
    Nil
    
    $
    37,971Bernard Guarnera(1)(2)
    $
    48,750
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    N/A
    
    
    Nil
    
    $
    48,750Guy Le Bel(1)(2)
    $
    43,478
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    N/A
    
    
    Nil
    
    $
    43,478


|(1) | Fees earned for Bryan A. Coates, Bernard Guarnera and Guy
      Le Bel include $20,000 each for their contribution to the special
      committee. The special committee was formed to oversee the joint venture
      transaction with Gauss, LLC.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                    
|(2) | Bernard Guarnera and Guy Le Bel received a fee of $10,000
      each for their contribution to the technical
committee.                                                                                                                            

It is currently the policy of the Company to grant options to
purchase Common Shares to its directors under the Companys 2013 Stock Option
Plan.

Other than as disclosed, there are no other arrangements under
which directors of the Company were compensated by the Company during the year
ended December 31, 2014 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.

8

---

COMPENSATION COMMITTEE

Composition of the Compensation Committee

The members of the Compensation Committee during the year ended
December 31, 2014 were Bernard Guarnera who serves as the Committees Chairman,
Bryan A. Coates, and Guy Le Bel. Each Compensation Committee member is an
independent director.

Report on Executive Compensation and Compensation Discussion
and Analysis

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
and the Chief Financial 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
compensation in the form of a base salary to its President and its Chief
Financial Officer. 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. The base
salary of the Chief Financial Officer was negotiated based on industry
comparables and the Chief Financial Officers experience.

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 is responsible for considering the
appropriateness and effectiveness of the Companys executive compensation
policies, given prevailing circumstances. Although the shareholder vote on
executive compensation, which is submitted to shareholders every three (3)
years, is non-binding, the Compensation Committee will review the voting results
in connection with the on-going evaluation of the Companys compensation
program.

The Compensation Committee may not delegate any of its
authority to other persons.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee served as an
officer or employee of the Company during the fiscal year ended December 31,
2014 (or subsequently). No current member of the Compensation Committee formerly
served as an officer of the Company, and none of the current members of the
Compensation Committee have entered into a transaction with the Company in which
they had a direct or indirect interest that is required to be disclosed pursuant
to Item 404 of Regulation S-K.

Compensation Committee Report

The Compensation Committee hereby reports to the Board that, in
connection with the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2014, we have:

| | reviewed and discussed with management the Compensation
      Discussion and Analysis required by Item 402(b) of SEC Regulation S-K; and                                                                           
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                    
| | based on such review and discussion, we recommend to the
      Board that the Compensation Discussion and Analysis be included in the
      Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Submitted by the Compensation Committee. Bernard Guarnera,
Chair Bryan A. Coates, Member Guy Le Bel, Member

9

---

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
fiscal year ended December 31, 2014 with respect to compensation plans under
which equity securities of the Company are authorized for issuance. Subsequent
to the year-end, 50,000 options have expired:

|                    |  |                               |  |   |                      |  |  | Number
      of Securities Remaining     | 
|------------------- |  | ----------------------------- |  | - | -------------------- |  |  | ---------------------------------------- | 
|                    |  | Number of Securities
      to |  |   | Weighted-Average     |  |  | Available for Future Issuances           | 
|                    |  | be Issued Upon Exercise       |  |   | Exercise Price of    |  |  | Under Equity
      Compensation Plan     | 
|                    |  | of Outstanding Options,       |  |   | Outstanding Options. |  |  | (Excluding
      Securities Reflected in | 
|                    |  | Warrants and Rights           |  |   | Warrants and Rights  |  |  | Column
      (a))                        | 
|Plan Category       |  | (a)                           |  |   | (b)                  |  |  | (c)                                      | 
|                    |  |                               |  |   |                      |  |  |                                          | 
|Equity Compensation |  | 750,000                       |  | $ | 1.29                 |  |  | 6,450,000                                | 
|Plans Approved by   |  |                               |  |   |                      |  |  |                                          | 
|Security Holders    |  |                               |  |   |                      |  |  |                                          | 
|                    |  |                               |  |   |                      |  |  |                                          | 
|Equity Compensation |  | Nil                           |  |   | Nil                  |  |  | Nil                                      | 
|Plans Not Approved  |  |                               |  |   |                      |  |  |                                          | 
|by Security Holders |  |                               |  |   |                      |  |  |                                          | 
|                    |  |                               |  |   |                      |  |  |                                          | 
|Total:              |  | 750,000                       |  | $ | 1.29                 |  |  | 6,450,000                                | 

10

---

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the directors and officers of the
Company, no person or corporation beneficially owns directly or indirectly, or
exercises control or direction over, more than 5% of the outstanding Common
Shares as of April 28, 2015, except as described below:

Number of
    
    Approximate %Name and Address
    Shares(1)
    Nature of Ownership
    of Total Issued(6)Landon T. Clay
    18,759,736
    Sole voting and investment
      control
    17.0%Providence, RI, USA
    8,868,132(2)(3)(4)(5)
    Shared voting and investment
      control
    8.0%Thomas M. Clay
    1,805,680
    Sole voting and investment
      control
    1.6%Providence, RI, USA
    6,416,863(2)(4)(5)
    Shared voting and investment
      control
    5.8%Jonathan Clay
    8,422,016
    Sole voting and investment
      control
    7.6%New York, NYC, USA
    807,250(4)
    Shared voting and investment
      control
    0.7%Sprott Asset Management LP
    7,130,800
    Sole voting and investment
      control
    6.5%Toronto, ON, Canada


|(1) | The information relating to the above share ownership was
      obtained by the Company from insider reports and beneficial ownership
      reports on Schedule 13D filed with the SEC or available at www.sedi.ca, or
      from the shareholder, and includes direct and indirect holdings.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                              
|(2) | Includes 5,599,613 shares reserved for immediate issuance
      on exercise of convertible debentures of which Landon T. Clay and Thomas
      M. Clay have shared voting and investment control.                                                                                            
|    |                                                                                                                                                                                                                                                                                              
|(3) | Landon T. Clay and Harris Clay have shared voting and
      investment control of 2,451,269 shares.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                              
|(4) | Landon T. Clay, Thomas M. Clay, Harris Clay and Jonathan
      Clay have shared voting and investment control of 807,250
shares.                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                              
|(5) | Landon T. Clay and Thomas M. Clay have shared voting and
      investment control of 10,000 shares.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                              
|(6) | Total diluted shares issued includes 700,000 options
      outstanding at the Record Date and 9,708,736 shares reserved for immediate
      issuance on exercise of convertible debentures                                                                                                   

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding
the beneficial ownership of the Companys Common Stock as of April 28, 2015
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, except as noted in the footnote below the table.

|                                                                       |                    | Percentage of
|---------------------------------------------------------------------- | ------------------ | -------------
|                                                                       | Shares             | Shares       
|Name and Address of                                                    | Beneficially       | Beneficially 
|Beneficial Owner                                                       | Owned              | Owned(5)     
|                                                                       |                    |              
|H. LUTZ KLINGMANN, Director, President,
      Chief Executive Officer, | 979,100            | 0.9%         
|West Vancouver, BC                                                     |                    |              
|                                                                       |                    |              
|THOMAS M. CLAY, Director                                               | 8,222,543(2)(3)(4) | 7.5%         
|Providence, RI                                                         |                    |              
|                                                                       |                    |              
|BRYAN A. COATES, Director                                              | 50,000(1)          | 0.05%        
|Saint-Lambert, QC                                                      |                    |              

11

---

|                                                                         |              | Percentage of
|------------------------------------------------------------------------ | ------------ | -------------
|                                                                         | Shares       | Shares       
|Name and Address of                                                      | Beneficially | Beneficially 
|Beneficial Owner                                                         | Owned        | Owned(5)     
|BERNARD GUARNERA, Director                                               | 75,000(1)    | 0.07%        
|Las Vegas, NV                                                            |              |              
|                                                                         |              |              
|GUY LE BEL, Director                                                     | 50,000(1)    | 0.05%        
|Repentigny, QC,                                                          |              |              
|                                                                         |              |              
|ANDRÉE ST-GERMAIN, Chief Financial Officer
      and Corporate Secretary | 300,000(1)   | 0.3%         
|Vancouver, BC                                                            |              |              
|                                                                         |              |              
|All officers and directors (6) persons                                   | 9,676,643    | 8.8%         

|(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: 50,000 shares issuable to Bryan A.
      Coates, 50,000 shares issuable to Guy Le Bel, 50,000 shares issuable to
      Bernard Guarnera and 300,000 shares issuable to Andrée
  St-Germain.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | Includes 5,599,613 shares reserved for immediate issuance
      on exercise of convertible debentures of which Landon T. Clay and Thomas
      M. Clay have shared voting and investment control.                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Thomas M. Clay, Landon T. Clay, Harris Clay and Jonathan
      Clay have shared voting and investment control of 807,250
shares.                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | Landon T. Clay and Thomas M. Clay have shared voting and
      investment control of 10,000 shares.                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(5) | Total diluted shares issued includes 700,000 options
      outstanding as at the Record Date and 9,708,736 shares reserved for
      immediate issuance on exercise of convertible
debentures.                                                                                                                                                                                                                                                                  

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

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policy regarding transactions with management and others

Pursuant to its written charter, our Audit Committee has the
responsibility to review all related party transactions on an ongoing basis.

Transactions with management and others

The following is in addition to disclosure contained elsewhere
herein respecting transactions involving management.

On July 26, 2013, the Company entered into agreements to issue
convertible debentures for aggregate proceeds of C$10,000,000 ($9,710,603). The
convertible notes are unsecured and bear interest at 2% per annum, calculated on
the outstanding principal balance, payable annually. The principal amounts of
the notes are convertible into shares of the Company at a price of C$1.03 per
share for a period of two years. If the notes are not converted by the holder
prior to the maturity date, then the Company may convert them at the lower of
C$1.03 or the market price as at the maturity date. The market price on the
maturity date will be determined based on the volume-weighted average price of
the shares traded on the Toronto Stock Exchange for the five trading days
preceding the maturity date. A total of C$7,500,000 of the offering was
subscribed for by an investment vehicle managed by Thomas M. Clay, a Director
and insider of the Company.

On January 1, 2014, the Company entered into an agreement to
secure a $10,000,000 loan (the January Loan). The January Loan is
provided by members of the Clay family including $7,500,000 to be provided by an
investment vehicle managed by Thomas M. Clay, a Director and insider of the
Company. The January Loan has a twelve-month term and bears an annual interest
rate of 5%, payable on the maturity date. If the January Loan is repaid on a
date that is less than 183 days before the maturity date, the Company will pay
the Lenders an amount of 105% of the principal amount plus interest on the
principal amount at the rate of 5% per annum accrued to the date the January
Loan is repaid. The January Loan was repaid in full on the maturity date from
the proceeds of new loan agreements with the lenders. For more detail, see the
description of the December 31, 2014 transaction below.

12

---

On June 9, 2014, Golden Queen announced it had entered into an
agreement with Gauss LLC (Gauss) to form a joint venture to develop and
operate the Project. At the Companys special meeting of shareholders held on
September 9, 2014, the Companys shareholders voted overwhelmingly in support of
the resolution approving the Joint Venture Transaction. The Joint Venture
Transaction subsequently closed on September 15, 2014. Pursuant to the
agreement, the Company converted its wholly-owned subsidiary, Golden Queen
Mining Co,, Inc. that was developing the Project, into a California limited
liability company; Golden Queen Mining Company, LLC (GQM LLC). On
closing of the Joint Venture Transaction, Gauss acquired 50% of GQM LLC in
exchange for a $110 million investment. Golden Queen Mining Holdings, a newly
incorporated subsidiary of Golden Queen holds the other 50% of GQM LLC. Gauss is
a funding vehicle owned by entities controlled by Leucadia National Corporation
(Leucadia) and certain members of the Clay family (the Clay
Group), a shareholder group, which, at the time of the Joint Venture
Transaction, collectively owned approximately 27% of the issued and outstanding
shares of Golden Queen. Gauss is owned 67.5% by Gauss Holdings LLC (Leucadias
investment entity) and 32.5% by Auvergne LLC (Auvergne, the Clay
Groups investment entity).

In July 2014, Golden Queen Mining Co., Inc. (the predecessor of
GQM LLC) entered into an agreement for a $10,000,000 short-term loan (the
Advance) with Leucadia and Auvergne,with the Company as guarantor.
Leucadia provided $6,500,000 and Auvergne provided $3,500,000 of the Advance
respectively. The Advance had an interest rate of 10.0% per annum, compounded
monthly. Auvergne is managed by Thomas M. Clay, a Director and insider of the
Company. On closing of the Joint Venture Transaction on September 15, 2014, GQM
LLC applied part of the investment of $110,000,000 to repayment of principal and
accrued interest on the Advance.

On December 31, 2014, the Company entered into an agreement
with members of the Clay family to secure a $12,500,000 loan (the December
Loan) including approximately $9,375,000 provided by an investment vehicle
managed by Thomas M. Clay. Golden Queen issued two (2) promissory notes, each
due July 1, 2015, with an annual interest rate of 10.0%, payable quarterly on
the first business day of each quarter. A portion of the proceeds of the
December Loan was used to retire the January Loan, including principal, accrued
interest and an additional charge, for an aggregate payment of approximately
$11,000,000. Golden Queen paid the lenders a closing fee of $1,000,000, and the
balance of the proceeds of the December Loan will be used for expenses and
general corporate purposes.

Item 14. Principal Accounting Fees and Services

BDO Canada LLP has served as the Companys independent auditors
since November 13, 1996, and has been appointed by the Board of Directors to
continue as the Companys independent auditor for the Companys fiscal year
ending December 31, 2015, 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 2013 and 2014 were as follows:

Fees
    2014
    2013Audit Fees(1)
    C$356,169
    C$184,308Audit-Related Fees(2)
    C$26,371
    C$6,955Tax Fees(3)
    C$94,299
    C$13,071All Other Fees(4)
    $Nil
    $NilTotal
    C$476,839
    C$204,334


(1) Audit Fees include fees necessary
to perform the annual audit of the Companys consolidated financial statements.
Audit Fees include fees for review of tax provisions and for accounting
consultations on matters reflected in the financial statements. Audit Fees also
include audit or other attest services required by legislation or regulation,
such as comfort letters, consents, reviews of securities filings and statutory
audits. Audit fees also include services related to the review of the Companys
quarterly financial reports. The 2014 audit fees include C$76,916 in fees
related to quarterly reviews of the Company's consolidated financial statements
and C$60,745 in fees related to the audit of the Company's 50%-owned subsidiary, GQM LLC. The 2013 audit fees include C$50,397 in fees related to quarterly
reviews of the Company's consolidated financial statements.

(2) Audit-Related Fees include
services that are traditionally performed by the auditor. These audit-related
services include employee benefit audits, due diligence assistance, accounting
consultations on proposed transactions, internal control reviews and audit or
attest services not required by legislation or regulation.

(3)Tax Fees include fees for all tax
services other than those included in Audit Fees and Audit-Related Fees.
This category includes fees for tax compliance, tax planning and tax advice. Tax
planning and tax advice includes assistance with tax audits and appeals, tax
advice related to mergers and acquisitions, and requests for rulings or
technical advice from tax authorities. Included in the 2013 tax fees is a credit
memo of C$30,281 issued in 2014 for invoices issued in 2013.

(4) All Other Fees include all other
non-audit services.

13

---

PART IV

Item 15. Exhibits

|Exhibit | Description of Exhibit                                                 | Manner of Filing
|------- | ---------------------------------------------------------------------- | ----------------
|No.     |                                                                        |                 
|31.1    | Rule 13a-14(a)/15(d)-14(a) Certification - Principal Executive Officer | Filed herewith  
|        |                                                                        |                 
|31.2    | Rule 13a-14(a)/15(d)-14(a) Certification - Principal Financial Officer | Filed herewith  
|        |                                                                        |                 
|32.1    | Section 1350 Certification - Principal Executive Officer               | Filed herewith  
|        |                                                                        |                 
|32.2    | Section 1350 Certification - Principal Financial Officer               | Filed herewith  

14

---

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.By:
    /s/ H. Lutz KlingmannH. Lutz KlingmannPresident and Principal Executive Officer


Date: May 6, 2015

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 6, 2015
|H. Lutz Klingmann           |  |                                                            |            
|                            |  |                                                            |            
|                            |  |                                                            |            
|/s/
      Thomas Clay       |  | Chairman                                                   | May 6, 2015
|Thomas Clay                 |  |                                                            |            
|                            |  |                                                            |            
|                            |  |                                                            |            
|/s/
      Bryan A. Coates   |  | Director                                                   | May 6, 2015
|Bryan A. Coates             |  |                                                            |            
|                            |  |                                                            |            
|                            |  |                                                            |            
|/s/
      Guy Le Bel        |  | Director                                                   | May 6, 2015
|Guy Le Bel                  |  |                                                            |            
|                            |  |                                                            |            
|/s/
      Bernard Guarnera  |  | Director                                                   | May 6, 2015
|Bernard Guarnera            |  |                                                            |            
|                            |  |                                                            |            
|/s/
      Andree St-Germain |  | Principal Financial Officer                                | May 6, 2015
|Andree St-Germain           |  |                                                            |            

---