Golden Queen Mining Co. Ltd.: Exhibit 10.6 - Filed by newsfilecorp.com





GOLDEN QUEEN MINING HOLDINGS INC.

UNIT ISSUANCE AND DEBT ASSUMPTION AGREEMENT 

     This Unit Issuance and Debt Assumption
Agreement (“Agreement”) is entered into as of September 11, 2014
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.

     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”).

      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. 

     GQ California guarantees the
debt, liabilities and obligations of Golden Queen under those certain loan
agreements between Golden Queen and the other parties thereto set forth on
Exhibit A (together, the “Guarantees”). 

     GQ California is indebted to
Golden Queen in the aggregate amount (including interest) of US$16,067,536.63
pursuant to (i) 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 B (the “2014 Credit Agreement”) and (ii)
that certain Loan Agreement dated, July 26, 2013 by and between GQ California
and Golden Queen, attached hereto as Exhibit C (the “2013 Credit
Agreement”), and Golden Queen, GQ Holdco and GQ California intend that
GQ Holdco will assume all the debt and all other obligations of GQ California
under the 2014 Credit Agreement and the 2013 Credit Agreement (collectively with
the Guarantees, the “Inter-corporate Debt”) by novation, in the
form attached hereto as Exhibit D (the “Novation”). 

     The Transaction Agreement contemplates
that GQ Holdco will assume the Inter-corporate Debt (the “Debt
Assumption”), and GQ Holdco desires to assume the Inter-corporate Debt
in exchange for limited liability company units of GQ California (the
“Unit Issuance”). 

     The Debt Assumption and the Unit
Issuance is intended to be effected by execution and delivery of this Agreement
and the Novation. 

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





	 	1. 	
      Effective as of September 11, 2014, GQ Holdco hereby
      subscribes for 16,068 limited liability company units (the
      “Units”) of the Company, and in consideration for the GQ
      Holdco’s receipt of the Units, GQ California hereby assigns to GQ Holdco
      and GQ Holdco assumes all of GQ California’s obligations and liabilities
      under the Inter- corporate Debt.

	 	 	 
	 	2. 	
      Golden Queen hereby unconditionally and irrevocably and
      forever releases, acquits and discharges GQ California (and any successor
      of GQ California) 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 Golden Queen ever
      had, now has or ever may have or claim to have against GQ California (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 Inter-corporate Debt.

	 	 	 
	 	3. 	
      Effective as of September 11, 2014, each of Golden Queen,
      GQ Holdco and GQ California agree to execute and deliver the Novation, and
      each of Golden Queen, GQ Holdco and GQ California agree that GQ Holdco
      assumes any and all obligations owed to Golden Queen by GQ California
      under the 2014 Credit Agreement and the 2013 Credit Agreement in
      accordance with the terms of the Novation.

	 	 	 
	 	4. 	
      The Units have not been registered under the Securities
      Act of 1933, as amended (the “Securities Act”), or any state
      securities laws, in reliance on exemptions from such registration. GQ
      Holdco understands that the Units are being issued pursuant to an
      exemption from registration pursuant to Section 4(a)(2) of the Securities
      Act and that the Units (a) are “restricted securities” as defined in Rule
      144 of the Securities Act and (b) will be subject to the restrictions set
      forth in the LLC Agreement.

	 	 	 
	 	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 

Guarantee of GQ California contained in the loan agreement
dated January 1, 2014 between Golden Queen, GQ California and the Clay Family
2009 Irrevocable Trust, dated April 14, 2009, in the amount of US$7,500,000, as
amended by that certain Debt Restructuring Agreement (the “Debt
Restructuring Agreement”) dated June 8, 2014, by and among Golden Queen
Mining Company, Inc., a California corporation, Golden Queen Mining Co. Ltd., a
British Columbia corporation, CLAY FAMILY 2009 IRREVOCABLE TRUST, DATED APRIL
14, 2009, and Harris Clay. 

Guarantee of GQ California contained in the loan agreement
dated January 1, 2014 between Golden Queen, GQ California and Harris Clay, in
the amount of US$2,500,000, as amended by the Debt Restructuring Agreement. 




Exhibit B 

2014 Credit Agreement 

[See attached] 

 

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Exhibit C 

2013 Credit Agreement 

[See attached] 

 

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Exhibit D 

Novation 

[See attached]