Golden Queen Mining Co. Ltd.: Exhibit 10.7 - Filed by newsfilecorp.com





NOVATION AGREEMENT 

     This Novation Agreement
(“Agreement”) is entered into as of September 11, 2014 (the
“Effective Date”), by and among Golden Queen Mining Holdings,
Inc., a California corporation (“GQ Holdco”), Golden Queen Mining
Company, LLC, a California limited liability company (“GQ
California”), and Golden Queen Mining Co. Ltd., a British Columbia
corporation (“Golden Queen”).

     WHEREAS, GQ Holdco owns all of
the equity interests of GQ California.

     WHEREAS, GQ California and
Golden Queen are parties to a transaction agreement dated June 8, 2014 (the
“Transaction Agreement”) to effect a joint venture transaction
with Gauss LLC, a Delaware limited liability company (“Gauss”).


     WHEREAS, GQ California
converted from a California Corporation known as Golden Queen Mining Company,
Inc. into a California limited liability company and changed its name to Golden
Queen Mining Company, LLC, on September 10, 2014. 

      WHEREAS, GQ California,
GQ Holdco and Gauss are to be parties to that certain Amended and Restated
Limited Liability Company Agreement of Golden Queen Mining Company, LLC (the
“LLC Agreement”) under the terms of the Transaction Agreement.


     WHEREAS, GQ California, GQ
Holdco and Golden Queen are parties to a Unit Issuance and Debt Assumption
Agreement (“Assumption Agreement”) entered into as
of September 11, 2014, and, pursuant to the Assumption Agreement, the parties
intend that GQ Holdco will assume all the inter-corporate debt, liabilities and
obligations and all obligations of GQ California under (a) that certain Credit
Facility Loan Agreement, dated effective as of September 3, 2014, by and between
GQ California and Golden Queen, attached hereto as Exhibit A (the
“2014 Credit Agreement”) and (b) that certain Loan Agreement dated
July 26, 2013 by and between GQ California and Golden Queen attached hereto as
Exhibit B (the “2013 Credit Agreement”), under the terms
and effected by execution and delivery of this Agreement and the Assumption
Agreement. 

     NOW, THEREFORE, in
consideration of the mutual promises, covenants, representations, warranties and
agreements herein contained, the parties agree as follows: 

	 	1. 	
      GQ Holdco agrees to be bound by and to perform each of
      the 2013 Credit Agreement and the 2014 Credit Agreement in accordance with
      the conditions contained therein as if GQ Holdco were the original
      borrower under such agreements. GQ Holdco also assumes all obligations and
      liabilities of, and all claims against, GQ California under each of the
      2013 Credit Agreement and the 2014 Credit Agreement arising after the
      Effective Date as if GQ Holdco were the original borrower under the 2013
      Credit Agreement and 2014 Credit Agreement.








	 	2. 	
      GQ Holdco ratifies all previous actions taken by GQ
      California prior to the Effective Date with respect to each of the 2013
      Credit Agreement and the 2014 Credit Agreement, with the same force and
      effect as if such actions had been taken by GQ Holdco.

	 	 	 
	 	3. 	
      Golden Queen recognizes GQ Holdco as GQ California’s
      successor in interest in and to each of the 2013 Credit Agreement and the
      2014 Credit Agreement. Except as expressly provided in this Agreement, GQ
      Holdco by this Agreement becomes entitled to all rights, titles, and
      interests of GQ California in and to each of the 2013 Credit Agreement and
      the 2014 Credit Agreement as if GQ Holdco were the original borrower under
      each such agreement. Following the Effective Date, the terms “Golden Queen
      Mining Company, Inc.,” “GQ California,” “Borrower” and terms of similar
      reference as used in each of the 2013 Credit Agreement and the 2014 Credit
      Agreement, shall be deemed to be references to GQ Holdco.

	 	 	 
	 	4. 	
      Each of the 2013 Credit Agreement and the 2014 Credit
      Agreement shall remain in full force and effect, except as modified by
      this Agreement and the Assumption Agreement. Each party has executed this
      Agreement as of the day and year first above written.

	 	 	 
	 	5. 	
      This Agreement shall be construed and enforced in
      accordance with the federal laws of the United States and the internal
      laws of the State of California, without regard to the conflicts of law
      rules of such state.

	 	 	 
	 	6. 	
      This Agreement may be executed in counterparts, including
      electronic and facsimile copies, each of which shall be deemed an original
      and all of which shall constitute one and the same
  instrument.



[Signature Page Follows] 

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IN WITNESS WHEREOF, the parties hereto have signed this
Agreement as of the date first above written. 

Golden Queen Mining Holdings, Inc. 

	By: 	  	 
	
Name: 	  
H. Lutz Klingmann 	 
	
Title: 	  
President 	 
	  	  	 
	  	  	 
	Golden Queen Mining Co. Ltd.
      
  	 
	
By: 	    
	 
	
Name: 	   
H. Lutz Klingmann 	 
	
Title: 	   
President 	 
	  	  	 
	  	  	 
	Golden Queen Mining Company, LLC
      
  	 
	
By: 	  
 	 
	
Name: 	  
H. Lutz Klingmann 	 
	
Title: 	  
Manager 	 


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Exhibit A 

2014 Credit Agreement 

[See Attached] 




Exhibit B 

2013 Credit Agreement 

[See attached] 

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