Golden Queen Mining Co. Ltd.: Exhibit 10.11 - Filed by newsfilecorp.com





AGREEMENT AND AMENDMENT NO. 1 
TO LOAN AGREEMENT

     This AGREEMENT AND AMENDMENT NO.
1 TO LOAN AGREEMENT, dated as of September 15, 2014 (this "Amendment"),
is among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (the
"Borrower"), GOLDEN QUEEN MINING COMPANY, LLC, a California limited
liability company ("GQMCA"), GOLDEN QUEEN MINING HOLDINGS, INC., a
California corporation ("GQMCA Holdco"), and HARRIS CLAY, an individual
(the "Lender"). All capitalized terms used herein and not otherwise
defined shall have the meanings prescribed therefor in the Loan Agreement (as
defined below). 

     WHEREAS, the Borrower, Golden
Queen Mining Co., Inc., a California corporation ("GQ Inc.") and the
Lender are parties to that certain Loan Agreement dated as of January 1, 2014
(as amended, restated or otherwise modified from time to time, the "Loan
Agreement"), pursuant to which the Lender advanced the Principal Amount to the
Borrower and the Borrower issued its Promissory Note to the Lender; 

     WHEREAS, on September 10, 2014 GQ
Inc. was converted into GQMCA, which has succeeded to all of the debts and
liabilities of GQ Inc.; 

     WHEREAS, the Borrower has
requested that the Lender amend the Loan Agreement as set forth herein in
connection with the closing of the transactions referred to in that certain
Transaction Agreement dated as of June 8, 2014, among the Borrower, GQ Inc.,
Auvergne, LLC, Gauss Holdings LLC and Gauss LLC. 

     NOW, THEREFORE, in consideration
of the foregoing premises and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows: 

     1. Amendments to the Loan
Agreement.

          1.1
The Preamble to the Loan Agreement is hereby amended and restated in its
entirety to read as follows:

           "THIS
AGREEMENT is made effective this 1st day of January, 2014 

          AMONG:


          GOLDEN
QUEEN MINING CO. LTD., a corporation existing
under the
laws of the Province of British Columbia with an address at 6411
Imperial Avenue,
West Vancouver, British Columbia, V7W 2J5

          (the
  "Borrower") 

          AND:





          GOLDEN
QUEEN MINING HOLDINGS, INC., a corporation
existing under
the laws of the State of California, with an address at 15772 K
Street, Mojave,
California, 93501 

          (the
  "Guarantor") 

          AND:


          HARRIS
CLAY, an individual with an address at 933 Milledge
Road, Augusta,
GA 20904 

          (the
  "Lender") 

          1.2
All references in the Loan Agreement to the "Guarantor" shall be references to
GQMCA Holdco and not to GQMCA. 

          1.3
Section 1(e) of the Loan Agreement is hereby amended and restated in its
entirety to read as follows: 

          "(e)
"Financing" means one or more financings by the Borrower where collectively the
aggregate proceeds received by the Borrower itself are at least $15,000,000 in
United States currency;" 

          1.4
Section 4(a)(ii) is hereby amended and restated in its entirety to read
as follows: 

          "(ii)
The first date on which proceeds of a Financing are received; and" 

          1.5
Section 4(b) of the Loan Agreement is hereby amended and restated in its
entirety to read as follows: 

          "(b)
The Borrower may prepay all or part of the Loan in full at any time prior to the
Maturity Date, provided that if the prepayment is made after July 1, 2014, the
prepayment will be in the amount of 105% of the Principal Amount, plus accrued
interest and other costs forming part of the Outstanding Balance." 

          1.6
Section 5 of the Loan Agreement is hereby amended and restated in its
entirety to read as follows: 

          "5.
[Deleted]". 

          1.7
Section 9(b) of the Loan Agreement is hereby amended and restated in its
entirety to read as follows: 

          "(b)
[Deleted]". 

     2. Guarantor. GQMCA Holdco
hereby agrees to become the "Guarantor" under the Loan Agreement and assumes all
of the obligations of the "Guarantor" thereunder. The Lender hereby
unconditionally and irrevocably and forever releases, acquits and discharges
GQMCA (and any successor of GQMCA) of and from, and hereby
unconditionally and irrevocably waives, any and all claims, debts, losses,
liabilities, suits, judgments, damages, actions and causes of action and
obligations of any kind or character whatsoever, known or unknown, suspected or
unsuspected, in contract, direct or indirect, at law or in equity, that the
Lender ever had, now has or ever may have or claim to have against GQMCA (or its
successor), for or by reason of any matter, circumstance, event, action,
inaction, omission, cause or thing whatsoever arising from, in respect of, or
relating to, the Loan Agreement. 

2 




     3. Representations. The
Borrower and the Guarantor, jointly and severally, hereby represent and warrant
to the Lender as follows: 

          (a)
no Event of Default, as described in Section 13 of the Loan Agreement,
has occurred and is continuing as of the date hereof; and 

          (b)
the representations and warranties contained in Section 10 of the Loan
Agreement are true and correct in all material respects on and as of the date
hereof. 

     4. General. The foregoing
amendments to the Loan Agreement are limited as provided herein and do not
extend to other provisions of the Loan Agreement not specified herein or to any
other matter. The Loan Agreement is ratified and confirmed and shall continue in
full force and effect as amended hereby. This Amendment may be executed in any
number of counterparts with the same effect as if the signatures hereto and
thereto were upon the same instrument. 

[signature page follows] 

3 




     IN WITNESS WHEREOF, the parties
hereto have executed this Agreement and Amendment No. 1 to Loan Agreement as of
the date first written above. 

	  	 	GOLDEN QUEEN MINING
      CO. LTD. 
	  	 	 	  
	  	 	 	  
	HARRIS CLAY 	 	Per: 	
	  	 	 	Authorized Signatory 
	  	 	 	  
	  	 	 	  
			GOLDEN QUEEN MINING
      COMPANY, LLC 
	  	 	 	  
	  	 	 	  
	  	 	Per: 	
	  	 	 	Authorized Signatory 
	  	 	 	  
			GOLDEN QUEEN MINING
      HOLDINGS, INC. 
	  	 	 	  
	  	 	 	  
	  	 	Per: 	
	  	 	 	Authorized Signatory 


[Amendment No. 1 to Loan Agreement] 



AGREEMENT AND AMENDMENT NO. 1 

  TO LOAN AGREEMENT

     This AGREEMENT AND AMENDMENT NO.
  1 TO LOAN AGREEMENT, dated as of September 15, 2014 (this "Amendment"),
  is among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (the
  "Borrower"), GOLDEN QUEEN MINING COMPANY, LLC, a California limited
  liability company ("GQMCA"), GOLDEN QUEEN MINING HOLDINGS, INC., a
  California corporation ("GQMCA Holdco"), and CLAY FAMILY 2009 IRREVOCABLE
  TRUST, DATED APRIL 14, 2009 (the "Lender"). All capitalized terms used
  herein and not otherwise defined shall have the meanings prescribed therefor in
  the Loan Agreement (as defined below). 

     WHEREAS, the Borrower, Golden
  Queen Mining Co., Inc., a California corporation ("GQ Inc.") and the
  Lender are parties to that certain Loan Agreement dated as of January 1, 2014
  (as amended, restated or otherwise modified from time to time, the "Loan
  Agreement"), pursuant to which the Lender advanced the Principal Amount to the
  Borrower and the Borrower issued its Promissory Note to the Lender; 

     WHEREAS, on September 10, 2014 GQ
  Inc. was converted into GQMCA, which has succeeded to all of the debts and
  liabilities of GQ Inc.; 

     WHEREAS, the Borrower has
  requested that the Lender amend the Loan Agreement as set forth herein in
  connection with the closing of the transactions referred to in that certain
  Transaction Agreement dated as of June 8, 2014, among the Borrower, GQ Inc.,
  Auvergne, LLC, Gauss Holdings LLC and Gauss LLC. 

     NOW, THEREFORE, in consideration
  of the foregoing premises and for other good and valuable consideration, the
  receipt and adequacy of which are hereby acknowledged, the parties hereto agree
  as follows: 

     1. Amendments to the Loan
  Agreement.

          1.1
  The Preamble to the Loan Agreement is hereby amended and restated in its
  entirety to read as follows: 

          "THIS
  AGREEMENT is made effective this 1st day of January, 2014 

          AMONG: 

          GOLDEN
  QUEEN MINING CO. LTD., a corporation existing under
  the laws of
  the Province of British Columbia with an address at 6411
  Imperial Avenue,
  West Vancouver, British Columbia, V7W 2J5

          (the
  "Borrower") 

          AND: 





          GOLDEN
  QUEEN MINING HOLDINGS, INC., a corporation
  existing under
  the laws of the State of California, with an address at 15772 K
  Street, Mojave,
  California, 93501 

          (the
  "Guarantor") 

          AND: 

          CLAY
  FAMILY 2099 IRREVOCABLE TRUST, DATED APRIL
  14, 2009, a
  trust having an address at 10 Memorial Blvd., Suite 902,
  Providence, Rhode
  Island, 02903 

          (the
  "Lender") 

          1.2
  All references in the Loan Agreement to the "Guarantor" shall be references to
  GQMCA Holdco and not to GQMCA. 

          1.3 Section 1(e) of the Loan Agreement is hereby amended and restated in its
  entirety to read as follows: 

          "(e)
  "Financing" means one or more financings by the Borrower where collectively the
  aggregate proceeds received by the Borrower itself are at least $15,000,000 in
  United States currency;" 

          1.4 Section 4(a)(ii) is hereby amended and restated in its entirety to read
  as follows: 

          "(ii)
  The first date on which proceeds of a Financing are received; and" 

          1.5 Section 4(b) of the Loan Agreement is hereby amended and restated in its
  entirety to read as follows: 

          "(b)
  The Borrower may prepay all or part of the Loan in full at any time prior to the
  Maturity Date, provided that if the prepayment is made after July 1, 2014, the
  prepayment will be in the amount of 105% of the Principal Amount, plus accrued
  interest and other costs forming part of the Outstanding Balance." 

          1.6 Section 5 of the Loan Agreement is hereby amended and restated in its
  entirety to read as follows: 

          "5.
  [Deleted]". 

          1.7 Section 9(b) of the Loan Agreement is hereby amended and restated in its
  entirety to read as follows: 

          "(b)
  [Deleted]". 

     2. Guarantor. GQMCA Holdco
  hereby agrees to become the "Guarantor" under the Loan Agreement and assumes all
  of the obligations of the "Guarantor" thereunder. The Lender hereby unconditionally and irrevocably and forever releases,
  acquits and discharges GQMCA (and any successor of GQMCA) of and from, and
  hereby unconditionally and irrevocably waives, any and all claims, debts,
  losses, liabilities, suits, judgments, damages, actions and causes of action and
  obligations of any kind or character whatsoever, known or unknown, suspected or
  unsuspected, in contract, direct or indirect, at law or in equity, that the
  Lender ever had, now has or ever may have or claim to have against GQMCA (or its
  successor), for or by reason of any matter, circumstance, event, action,
  inaction, omission, cause or thing whatsoever arising from, in respect of, or
  relating to, the Loan Agreement. 

2 





     3. Representations. The
  Borrower and the Guarantor, jointly and severally, hereby represent and warrant
  to the Lender as follows:

           (a)
  no Event of Default, as described in Section 13 of the Loan Agreement,
  has occurred and is continuing as of the date hereof; and 

          (b)
  the representations and warranties contained in Section 10 of the Loan
  Agreement are true and correct in all material respects on and as of the date
  hereof. 

     4. General. The foregoing
  amendments to the Loan Agreement are limited as provided herein and do not
  extend to other provisions of the Loan Agreement not specified herein or to any
  other matter. The Loan Agreement is ratified and confirmed and shall continue in
  full force and effect as amended hereby. This Amendment may be executed in any
  number of counterparts with the same effect as if the signatures hereto and
  thereto were upon the same instrument. 

[signature page follows] 

3 





     IN WITNESS WHEREOF, the parties
  hereto have executed this Agreement and Amendment No. 1 to Loan Agreement as of
  the date first written above. 

	CLAY FAMILY 2009 IRREVOCABLE 	 	GOLDEN QUEEN MINING
      CO. LTD. 
	TRUST, DATED APRIL 14, 2009 	 	 	 
	 	 	 	 
	 	 	Per:	 
	THOMAS M. CLAY, Trustee 	 	 	Authorized Signatory 
	 	 	 	 
	 	 	 	 
			GOLDEN QUEEN MINING
      COMPANY, LLC 
	 	 	 	 
	 	 	Per: 	
	 	 	 	Authorized Signatory 
	 	 	 	 
			GOLDEN QUEEN MINING
      HOLDINGS, INC. 
	 	 	 	 
	 	 	Per: 	
	 	 	 	Authorized Signatory 


[Amendment No. 1 to Loan Agreement] 



AMENDED AND RESTATED PROMISSORY NOTE 

	Date: September 15, 2014 	 
	(originally dated December 31, 2013) 	Vancouver, British Columbia 


FOR VALUE RECEIVED, GOLDEN QUEEN MINING CO. LTD. (the "Borrower"), promises to pay to the order of Clay Family 2009
  Irrevocable Trust, dated April 14, 2009 (the "Lender") on or before
  December 31, 2014 (the "Maturity Date"), the sum of seven million five
    hundred thousand United States dollars (US$7,500,000) (the "Principal Amount") with interest thereon at the rate of 5% per annum,
  payable on the Maturity Date, provided that if the Principal Amount is repaid on
  a date that is less than 183 days prior to the Maturity Date, then the Borrower
  will instead pay to the Lender the amount of 105% of the Principal Amount plus
  interest on the Principal Amount at the rate of 5% per annum.. 

The Borrower hereby waives demand for payment and presentment
  hereof. 

Time shall be of the essence. This Note shall be governed as to
  validity, interpretation, construction, effect and in all other respects by the
  laws of the Province of British Columbia. 

This Note is issued by the Borrower pursuant to the terms of an
  Agreement and Amendment No. 1 to Loan Agreement between the Borrower and the
  Lender dated September 15, 2014. 

	ACCEPTED: 	 	GOLDEN QUEEN MINING CO. LTD. 
	 	 	(Borrower) 
	Clay Family 2009 Irrevocable Trust, 	 	 
	Dated April 14, 2009 	 	 
	 	 	 
	Trustee 	 	Signature of Borrower (or Authorized Signatory) 
	 	 	 
	 	 	 
	 	 	Print Name of Signature 
	 	 	 
	 	 	Signature of Borrower (or its Authorized
      Signatory) 
	 	 	Witnessed by: 
	 	 	 
	 	 	 
	 	 	Signature of Witness 
	 	 	 
	 	 	 
	 	 	Print Name of Witness 






AMENDED AND RESTATED PROMISSORY NOTE 

	Date: September 15, 2014 	 
	(originally dated December 31, 2013) 	Vancouver, British Columbia 


FOR VALUE RECEIVED, GOLDEN QUEEN MINING CO. LTD. (the "Borrower"), promises to pay to the order of Harris Clay (the "Lender") on or before December 31, 2014 (the "Maturity Date"),
  the sum of two million five hundred thousand United States dollars
    (US$2,500,000) (the "Principal Amount") with interest thereon at the
  rate of 5% per annum, payable on the Maturity Date, provided that if the
  Principal Amount is repaid on a date that is less than 183 days prior to the
  Maturity Date, then the Borrower will instead pay to the Lender the amount of
  105% of the Principal Amount plus interest on the Principal Amount at the rate
  of 5% per annum. 

The Borrower hereby waives demand for payment and presentment
  hereof. 

Time shall be of the essence. This Note shall be governed as to
  validity, interpretation, construction, effect and in all other respects by the
  laws of the Province of British Columbia. 

This Note is issued by the Borrower pursuant to the terms of an
  Agreement and Amendment No. 1 to Loan Agreement between the Borrower and the
  Lender dated September 15, 2014. 

	ACCEPTED: 	 	GOLDEN QUEEN MINING CO. LTD. (Borrower) 
	 	 	 
	 	 	 
	Harris Clay 	 	Signature of Borrower (or Authorized Signatory) 
	 	 	 
	 	 	 
	 	 	Print Name of Signatory 
	 	 	 
	 	 	 
	 	 	Signature of Borrower (or its Authorized
      Signatory) 
	 	 	Witnessed by: 
	 	 	 
	 	 	 
	 	 	Signature of Witness 
	 	 	 
	 	 	 
	 	 	Print Name of Witness