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EXHIBIT 31.2

CERTIFICATIONPURSUANT TO RULE 13a-14(a) OR
15d-14(a) OF THE U.S. SECURITIES EXCHANGE ACT OF 1934

I, G. Ross McDonald, certify that:

|1. | I have reviewed this report on Form 10-K/A for the fiscal
      year ended December 31, 2010 of Golden Queen Mining Co. Ltd.                                                                                                                                                                                                                                     
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|2. | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by this report;                      
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|3. | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      report;                                                  
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|4. | The registrants other certifying officer(s) and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the registrant and
  have:

| | a) | designed such disclosure controls and procedures, or
      caused such disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the
      registrant, including its consolidated subsidiaries, is made known to us
      by others within those entities, particularly during the period in which
      the annual report is being prepared;
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| | b) | designed such internal control over financial reporting,
      or caused such internal control over financial reporting to be designed
      under our supervision, to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles;             
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| | c) | evaluated the effectiveness of the registrants
      disclosure controls and procedures and presented in this report our
      conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the period covered by this report based on
      such evaluation; and                                                                                                       
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| | d) | disclosed in this report any change in the registrants
      internal control over financial reporting that occurred during the
      registrants most recent fiscal quarter (the registrants fourth fiscal
      quarter in the case of an annual report) that has materially affected, or
      is reasonably likely to materially affect the registrants internal
      control over financial reporting;  

|5. | The registrants other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the registrants auditors and the audit committee
      of registrants board of directors (or persons performing the equivalent
      function):
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| | a) | all significant deficiencies and material weaknesses in
      the design or operation of internal control over financial reporting which
      are reasonably likely to adversely affect the registrants ability to
      record, process, summarize and report financial information; and
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| | b) | any fraud, whether or not material, that involves
      management or other employees who have a significant role in the
      registrants control over financial reporting.                                                                                                              

|Date: May 20, 2011 | By: | /s/ G. Ross McDonald       
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|                   |     | G. Ross McDonald           
|                   |     | Principal Financial Officer

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