Golden Queen Mining Co. Ltd.: Exhibit 10.8 - Filed by newsfilecorp.com





PAYOFF LETTER 

September 15, 2014 

	Golden Queen Mining Company, LLC 
	c/o Golden Queen Mining Co. Ltd 
	Golden Queen Mining Co. Ltd 
	6411 Imperial Avenue 
	West Vancouver, British Columbia 
	Canada V7W 2J5 
	Attention: H. Lutz Klingmann (President) and Andrée
      St-Germain 
	(Chief Financial Officer) 



	 	Re: 	Golden Queen Mining Company Payoff
      Letter 


Ladies and Gentlemen: 

     Reference is made to (i) the Senior
Secured Promissory Note, dated as of July 2, 2014, among Golden Queen Mining
Company, LLC (as successor in interest of Golden Queen Mining Company, Inc.)
(the “Obligor”), Golden Queen Mining Co. Ltd (the “Guarantor”),
Leucadia National Corporation (“Leucadia”) and Auvergne, LLC
(“Auvergne” and together with Leucadia, the “Payees”) (as amended,
restated, supplemented or otherwise modified, the “Note”) in a face
amount of $10,000,000, and (ii) the Subordination Agreement, dated as of July 2,
2014, among the Obligor, the Guarantor, the Payees and certain holders of
Obligors’ other indebtedness party thereto (as amended, restated, supplemented
or otherwise modified, the “Subordination Agreement” and together with
the Note, the “Loan Documents”). Capitalized terms used herein and not
otherwise defined have the meanings assigned to such terms in the Note. 

     As of the Payoff Date (as hereinafter
defined), all outstanding indebtedness and other obligations (collectively, the
“Obligations”) owing by the Obligor to the Payees under or in connection
with the Note consist of the indebtedness listed on Schedule A hereto.


     The Borrower desires to repay in full
all Obligations under the Note.

     Based on the terms and subject to
the conditions contained herein, the Payees are willing to agree to the
termination of the Loan Documents.

     1. Payments on Payoff Date.
The Lender agrees that, upon receipt by it on or before 3:00 p.m. (New York
City time) on September 15, 2014 (the “Payoff Date”) of payment in an
amount equal to the Payoff Amount (as set forth and defined on Schedule A
hereto) without any further action being required by any party, (a) all
Obligations owed to the Payees (other than the Surviving Obligations) shall be
deemed paid and satisfied in full, and all Loan Documents shall be of no further
force or effect except in respect of the Surviving Obligations and (b) all
liens, security interests and other encumbrances which the Obligor and the
Guarantor may have granted to the Payees in, on or against their respective
properties and assets securing the Obligations (the “Existing Liens”)
shall be automatically extinguished, released, discharged and terminated and
shall be of no further force or effect. 

     2. Delivery of Collateral.
Upon the receipt of the Payoff Amount no later than the Payoff Date, the Payees
shall promptly deliver all such documents and pledged collateral to the Obligor
and the Guarantor (or to such other person as the Obligor may designate). The
Payees further agree (a) at the expense of the Obligor, to execute and deliver
to the Obligor or its legal counsel such other termination statements, release documents or other agreements, instruments
or notices as the Obligor may reasonably request in connection with the
termination and release of the Existing Liens and (b) that the Obligor and its
attorneys and agents shall be authorized to file termination statements with
respect to all UCC and PPSA financing statements filed by or for the benefit of
the Payees against the Obligor or the Guarantor. The Obligor acknowledges and
agrees that the Payees’ obligations under this paragraph 2 shall not become
effective until the conditions set forth in this paragraph 2 are satisfied, and
for this purpose time shall be of the essence. 




     3. Surviving Obligations.
Nothing provided for herein shall discharge or in any manner affect or impair
the enforceability of (in each case, to the extent not included in the Payoff
Amount): (a) contingent reimbursement, indemnity or similar Obligations and (b)
any other Obligations that survive the termination of the Loan Documents by
their own terms (collectively, the “Surviving Obligations”). The Obligor
and the Guarantor hereby reaffirm their respective obligations under the Loan
Documents insofar as they relate to the Surviving Obligations. 

     4. Governing Law. This
Payoff Letter and the rights and obligations of the parties hereto and thereto
shall be governed by, and construed and interpreted in accordance with, the law
of the state of New York. 

     5. WAIVER OF
JURY
TRIAL. EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WITH RESPECT TO THIS PAYOFF LETTER OR ANY
DOCUMENT EXECUTED IN CONNECTION HEREWITH. 

     6. Miscellaneous. This
Payoff Letter may be executed in identical counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to constitute
one and the same instrument. Delivery of an executed counterpart of a signature
page to this Payoff Letter by facsimile transmission or other electronic
transmission shall be effective as delivery of an original counterpart of this
Payoff Letter. The headings and titles of the paragraphs above are for
convenience only and have no substantive meaning herein. 

[SIGNATURE PAGES FOLLOW]




     Please evidence your receipt of
this Payoff Letter by signing the enclosed copy hereof and returning it to the
undersigned. 

	 	Very truly yours, 
	 	  	 
	 	  	 
	 	  	 
	 	LEUCADIA NATIONAL CORPORATION,
    
	 	as Payee 
	 	  	 
	 	By: 	 
	 	Name: 	Brian Friedman 
	 	Title: 	President 
	 	  	 
	 	  	 
	 	AUVERGNE, LLC, 
	 	as Payee 
	 	  	 
	 	  	 
	 	By: 	 
	 	Name:  	Thomas M. Clay
	 	Title: 	Manager 






Acknowledged and Agreed: 

GOLDEN QUEEN MINING COMPANY, LLC, 
as Obligor 

	By: 		 
	 	Name: 	 
	 	Title: 	 
	 	  	 
	GOLDEN QUEEN
      MINING CO. LTD, 	 
	as Guarantor 	 
	 	  	 
	By: 		 
	 	Name: 	 
	 	Title: 	 












	
Cc:
	
	 

	
	
Morton Law LLP
	
	
1200 - 750 West Pender Street
	
	
Vancouver, British Columbia
	
	
Canada, V6C 2T8
	
	
Attention: Edward L. Mayerhofer, Esq.
	
	
Email: elm@mortonlaw.ca
	
	
Fax: (604) 681-9652
	
	 

	
	
and
	
	 

	
	
Dorsey & Whitney LLP
	
	
1400 Wewatta Street, Suite 400
	
	
Denver, CO 80202
	
	
Attention: Kenneth Sam, Esq.
	
	
Email: sam.kenneth@dorsey.com
	
	
Fax: (303) 629-3450
	









SCHEDULE A 

PAYOFF AMOUNT: 

Payment in full, in cash, in Dollars of the following amounts
(in the aggregate, the “Payoff Amount”): 

	 Payment to Leucadia: 	  
	 	 
	 Principal: 	$6,500,000.00 
	 	 
	 Interest: 	$136,244.50 
	 	 
	 Total: 	$6,636,244.50 
	 	 
	To the following account: 	  
	 	 
	Wire Instructions: 	  
	 	 
	[redacted] 	  
	  	  
	 Payment to Auvergne: 	  
	 	 
	 Principal: 	$3,500,000.00 
	 	 
	 Interest: 	$73,362.42 
	 	 
	 Total: 	$3,573,362.42 
	 	 
	To the following account: 	  
	 	 
	Wire Instructions: 	  
	 	 
	[redacted]