Golden Queen Mining Co. Ltd. - Exhibit 10.1 - Filed by newsfilecorp.com






EMPLOYMENT AGREEMENT 

This Employment Agreement is made effective this
18th day of September, 2013. 

BETWEEN: 

GOLDEN QUEEN MINING CO. LTD., a
corporation incorporated under the laws of British Columbia, Canada, with its
office located at 6411 Imperial Avenue, West Vancouver, British Columbia, V7W
2J5. 

(hereinafter referred to as the
"Company") 

AND: 

Andree St-Germain, an individual having an address at [ ], Vancouver, British Columbia

(hereinafter referred to as the
"Executive") 

WHEREAS the Company wishes to employ the Executive and
the Executive wishes to be employed by the Company on the terms and conditions
of this employment agreement (this “Agreement”) as hereinafter provided;


NOW THEREFORE this Agreement witnesseth that in
consideration of the mutual covenants contained herein and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereby agree as follows: 

Article I

TERM

	1.1 	
      Commencement of Term: The employment of the
      Executive shall commence on September 18, 2013 (the “Effective
      Date”) or such other date as mutually agreed.



Article II 

TITLE AND DUTIES

	2.1 	
      Title: The Company agrees to employ the Executive
      as the Vice President Finance and Chief Financial Officer of the Company,
      reporting to the President of the Company (the “President”), and
      where appropriate to the board of the Company (the
  “Board”).

	 	 	 
	2.2 	
      Location: The location of the employment will be
      in Vancouver, British Columbia. The Company expects to establish a new
      Vancouver office in the near future, however the Executive may provide
      services from a home office or other agreed office pending the
      establishment of the Vancouver office.

	 	 	 
	2.3 	
      Time Commitment: Throughout the term of the
      Executive’s employment with the Company, the Executive shall:

	 	 	 
		(a) 	
      devote her full working time and attention to the
      business affairs of the Company,

	 	 	 
		(b) 	
      not engage in any business, enterprise or activity that
      detracts from the due performance of the services the Executive provides
      or from the reputation of the Company, and



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	 	(c) 	
      refer and disclose to the President all matters and
      transactions in which a potential conflict of interest between the
      Executive and the Company may arise and will not proceed with such matters
      or transactions until the Company’s express written approval thereof is
      obtained.




	2.4 	
      Fiduciary Duties: The Executive shall serve the
      Company faithfully and shall use her best efforts to promote its interests
      and welfare. The Executive accepts that she is a fiduciary and will honour
      all of her fiduciary duties to the Company both during her employment and
      after ceasing to be an employee.

	 	 
	2.5 	
      Corporate Policies: The Executive further
      acknowledges that she is bound to abide by all policies and procedures
      established by the Company, from time to time, including any code of
      business conduct, insider trading policy, and other policies and
      procedures adopted by the Company (including any future revisions of such
      policy or procedure and code of business conduct), and the Executive shall
      inform herself as to such policies and procedures. In carrying out her
      duties and responsibilities as an Executive of the Company, the Executive
      shall comply with all lawful instructions as may from time to time be
      given by the President or the Board as applicable.



Article III 

REMUNERATION

	3.1 	
      Compensation:

	 	 	 
		(a) 	
      The Company shall pay to the Executive and the Executive
      shall accept as compensation for all her services and duties hereunder in
      the first twelve months of employment, an annual base salary of C$150,000.
      Subsequent salary reviews shall be conducted by the Company’s compensation
      committee, scheduled at twelve (12) months from the Effective Date and
      thereafter in accordance with Company policy, and will depend on the
      Executive’s performance, industry rates, fiscal performance of the Company
      and other factors to be determined by such committee in accordance with
      Company policy.

	 	 	 
		(b) 	
      The Executive’s salary shall be payable in monthly
      installments in arrears by cheque or by direct deposit, and payments will
      be net of required source deductions applicable in British
  Columbia.

	 	 	 
	3.2 	
      Bonus: The Company has established a one-time
      bonus target for the Executive of C$150,000 to be payable as to 50% after
      six (6) months and 50% after twelve (12) months after the Effective Date
      subject to a performance review by a committee of the Board charged with
      such review and to be approved by the full Board. Thereafter, the
      Executive may be paid bonuses at the sole discretion of the
  Board.

	 	 	 
	3.3 	
      Benefits:

	 	 	 
		(a) 	
      The Company does not currently have a benefits plan. The
      Company will provide health benefits to the Executive, either through a
      group benefits plan or another arrangement mutually agreeable to the
      Executive and the Company, which the Company and the Executive will act
      reasonably to put in place within three months of the Effective Date. When
      implemented, the Executive’s benefits will be on par with other senior
      management. The Company reserves the right to change or discontinue a
      benefit from time to time without notice, in its sole
discretion.

	 	 	 
		(b) 	
      The Company, during the term of this Agreement,
    will:



Page 2 





	 	(i) 	
      provide an iPhone (or equivalent) and a laptop personal
      computer to the Executive (of the Executive’s choosing with approval from
      the President), which for certainty shall be the property of the Company
      and returned to the Company immediately upon termination of employment
      under this Agreement,

	 	 	 
	 	(ii) 	
      provide the Executive with monthly parking at or near its
      offices (once established),

	 	 	 
	 	(iii) 	
      pay or reimburse the Executive for annual membership dues
      with the Canadian Institute of Chartered Accountants (“CICA”), and in
      connection therewith the Executive represents and warrants to the Company
      that the Executive is currently in good standing with the CICA,
  and

	 	 	 
	 	(iv) 	
      pay or reimburse the Executive for professional
      development course(s), including any required travel expenses, and will
      provide the time off required to attend professional development
      course(s).




	3.4 	
      Expenses: The Company shall reimburse the
      Executive for reasonable out-of-pocket expenses actually and properly
      incurred by her in connection with her duties, and for which evidence of
      payment is presented to the Company, in accordance with the Company's
      expense policy, which may be amended from time to time without
    notice.

	 	 
	3.5 	
      Vacation: The Executive is entitled to four (4)
      weeks annual vacation including four (4) weeks of vacation in the first
      year of service. The Executive will however not schedule vacations in a
      manner that would reasonably be expected to conflict with the Company’s
      ability to meet financial reporting requirements. The Executive may accrue
      vacation days in accordance with the Company's vacation policy if any is
      implemented, or by agreement with the Company otherwise.

	 	 
	3.6 	
      Stock Options: The Company will grant the
      Executive 300,000 stock options to purchase common shares of the Company.
      Stock options shall vest as follows: 100,000 options immediately, 100,000
      options at six (6) and 100,000 options at twelve (12) months. Stock
      options may be exercised in accordance with the terms of the Company’s
      stock option plan and grant certificate. Matters relating to the
      Executive’s stock options shall be governed by the stock option plan of
      the Company in effect from time to time.



Article IV 

TERMINATION

	4.1 	
      Termination by Executive: The Executive may, by
      providing four (4) weeks’ notice in writing to the Company, terminate her
      employment and this Agreement. Upon receipt of such notice, the Company,
      in its sole discretion, may, by notice in writing, specify an earlier
      termination date. All other entitlements, including coverage under the
      Company’s benefit plan, if any, shall cease as of the termination
    date.

	 	 
	4.2 	
      Termination by Company With Cause: Notwithstanding
      anything contained in this Agreement, this Agreement and the employment of
      the Executive may be terminated for cause without notice of termination or
      payment in lieu of notice. Without limiting the generality of the
      foregoing, any breach by the Executive of the covenants contained in
      Article V below, shall be deemed to be grounds for termination for cause.
      In such case, the Company shall have no further obligation to the
      Executive except for payment of all amounts due and owing up to the date
of termination.



Page 3 





		
      Termination in this paragraph means cessation of
  employment without regard to any common law notice period.

	 	 	 
	4.3 	
      Termination by Company Without Cause: The Company
      may, at any time in its complete discretion, terminate the Executive’s
      employment without cause and without notice as follows:

	 	 	 
		(a) 	
      During the first twelve (12) months of employment, upon
      payment of six (6) months base salary to the Executive.

	 	 	 
		(b) 	
      After twelve (12) months of employment, upon payment of
      twelve (12) months base salary to the Executive.

	 	 	 
		(c) 	
      In the event the Executive is a member of the Company’s
      benefit plan at the time of the termination of her employment without
      cause, to the extent permitted by the Company’s benefit carrier(s), the
      Executive will be entitled to benefit continuance during the statutory
      notice period as defined by the Employment Standards Act, or
      compensation in lieu of the benefit continuance equal to the premium paid
      by the Company for these benefits for the statutory notice period. The
      Executive acknowledges and agrees that he shall have no further
      entitlements in the event of a without cause termination other than those
      set out in the Employment Standards Act, as amended from time to
      time.

	 	 	 
	4.4 	
      Termination by the Company Without Cause or
      Resignation Following a Change in Control: For the purpose of this
      Agreement, “Change in Control” shall include, but not be limited to the
      effective date of any of the following:

	 	 	 
		(a) 	
      the purchase or acquisition of shares of the Company
      and/or securities (the “Convertible Securities”) convertible into
      shares of the Company or carrying rights to acquire shares of the Company,
      as a result of which a person, group of persons or persons acting jointly
      or in concert (which is expressly hereby agreed shall exclude any member
      or group comprising members of the Clay family, and/or any affiliated
      entity thereof (including corporate entities, trusts and tax plans
      established or controlled by any such member or group), that is currently
      named or that may in the future be named on a Schedule 13G filing with the
      SEC) (collectively the “Holder”) beneficially own or exercise
      control or direction over shares of the Company and/or Convertible
      Securities such that, assuming only the conversion of the Convertible
      Securities beneficially owned by the Holders, entitle them to cast more
      than fifty percent (50%) of the votes attaching to all of the shares of
      the Company which may be cast to elect directors; or

	 	 	 
		(b) 	
      an amalgamation, arrangement, merger or other combination
      of the Company with another company pursuant to which the shareholders of
      the Company will not immediately thereafter, own shares of the successor
      or continuing company entitling them to cast more than fifty percent (50%)
      of the votes attaching to all of the shares in the capital of the
      successor or continuing company which may be cast to elect directors of
      that company; or

	 	 	 
		(c) 	
      a sale of all or substantially all of the Company’s
      assets to an entity not controlled by the Company.



Change of Control: In the event
that the employment of the Executive with the Company is terminated by the
Company or its successor without cause, or is terminated by the Executive for
good reason, in either case within six (6) months following a Change of Control,
the Executive will be entitled to receive a lump-sum severance payment equal to
twenty-four (24) months base salary and two (2) times her annual bonus. 

Page 4 




For the purposes of the foregoing, a
termination by the Executive will be “for good reason” where the Executive is
required to accept as a condition to continued employment with the Company (or
its successor) without the written consent or agreement of the Executive, any of
the following within six (6) months following a Change of Control:

	 	(a) 	
      a decrease in base salary and bonus (to the extent a
      defined bonus has been established by the Company) that would result in a
      decline of at least 10% of the annual base salary and bonus from the
      preceding twelve month period.

	 	 	 
	 	(b) 	
      a fundamental change in job description, including duties
      and responsibilities, or a fundamental change in title, unless mutually
      agreed to between the Company and the Executive.

	 	 	 
	 	(c) 	
      a location of employment outside of the Greater Vancouver
      area, or any other significant change to the conditions of employment that
      constitute “constructive dismissal” at common law that is not remedied by
      the Company (or its successor) within thirty (30) days of the Executive
      providing notice to the Company (or its successor) of the grounds for
      “constructive dismissal”.




	4.5 	
      Treatment of Stock Options upon Termination: If
      this Agreement is terminated by:

	 	 	 
		(a) 	
      the Company for Cause, then any stock options the
      Executive holds will be cease as of the date of cessation of employment
      without regard to any common law notice period;

	 	 	 
		(b) 	
      the Company due to a Change in Control, then any stock
      options the Executive holds may be exercised for a period of twelve (12)
      months from the date of such termination; or

	 	 	 
		(c) 	
      either the Company or the Executive, for any reason other
      than termination by the Company for Cause or Change in Control, then any
      stock options the Executive holds and which have vested may be exercised
      for a period of ninety (90) days from the date of such termination or such
      other date as may be determined by the Board.




		
      Termination in this part means cessation of employment
      without regard to any common law notice period.

	 	 
	4.6 	
      Fair and Reasonable: The parties confirm that the
      provisions contained in this Article are fair and reasonable, and the
      parties agree that upon termination of this Agreement pursuant to any of
      the provisions hereof, the Executive shall have no action, cause of
      action, claim or demand against the Company or any other person as a
      consequence of such termination, so long as the Company fulfills its
      obligations hereunder. In consideration of the terms of this Article, the
      Executive hereby waives any entitlement which a Court of competent
      jurisdiction might otherwise grant to the Executive in respect of the
      termination of her employment, and without limiting the generality of the
      foregoing, this waiver includes damages which might otherwise be awarded
      in respect of notice, aggravated damages, punitive damages, damages for
      mental distress, or for any other claim or damages of any kind whatsoever,
      arising out of or incidental to the employment relationship or the
      termination thereof. Without limiting the generality of the foregoing, in
      the event of termination of employment for any reason, the Executive will
      not be entitled to any moving or relocation costs.

	 	 
	4.7 	
      Return of Property: On the termination of the
      Executive’s engagement for any reason, the Executive will immediately
      return to the Company all property of the Company then in her possession,
      including any office equipment, automobiles, correspondence, documents,
      computer disks, notebooks, telecommunications, video and audio equipment
and tapes, files and other tangible property. 



Page 5 




Article V

COVENANTS OF THE EXECUTIVE

	5.1 	
      Non-Solicitation: The Executive covenants and
      agrees that she will not, at any time during her employment and for a
      period of twenty-four (24) months following the effective date of the
      termination of her employment with the Company, in any manner, directly or
      indirectly, solicit investments by and from shareholders holding 10% or
      more of the Company’s shares during the Executive's period of
    service.

	 	 
	5.2 	
      The Executive shall not during the term of this Agreement
      or for twelve (12) months thereafter, either directly or indirectly, enter
      into an agreement with, employ, recruit, or solicit the employment of,
      employees of the Company for the purpose of causing them to leave the
      employment of the Company or take employment with any business that is in
      competition in any manner whatsoever with the business of the
    Company.

	 	 
	5.3 	
      No Conflicting Obligations: The Executive
      represents and warrants that her employment with the Company does not
      constitute a breach of any other contractual arrangements between the
      Executive and any other party, nor is this employment in any way
      restricted by any such arrangements, written or oral. Further, the
      Executive covenants that throughout her employment, she will conduct
      herself in a manner that does not and will not breach any agreement or
      legal obligation to the Company or to her former employers or any other
      party. The Executive agrees to indemnify and hold the Company harmless in
      connection with such representation. Without limiting the generality of
      the foregoing, the Executive’s performance of this Agreement and as an
      Executive of the Company does not and will not breach any agreement to
      keep in confidence proprietary information, knowledge or data acquired by
      the Executive prior to her employment with the Company. The Executive will
      not disclose to the Company, or induce the Company to use, any
      confidential or proprietary information or material belonging to any
      previous employer or other person or entity.

	 	 
	5.4 	
      Non-Disclosure of Confidential Information: The
      Executive acknowledges that in the course of carrying out, performing and
      fulfilling her duties hereunder, and in her employment to date she will
      have or has had access to detailed confidential information and trade
      secrets concerning the present and contemplated mineral rights,
      explorations, projects, ventures, investments, business activities,
      finances of the Company, services and techniques evolved and used or to be
      evolved and used by the Company and information concerning the employees,
      investors and contractors of the Company, including their names, addresses
      and preferences, (“Confidential Information’), the disclosure of any of
      which detailed confidential information or trade secrets to competitors of
      the Company or to the general public would be highly detrimental to the
      interests of the Company.

	 	 
	5.5 	
      The Executive further acknowledges and agrees that the
      right to maintain confidential such detailed Confidential Information and
      trade secrets constitute a proprietary right, which the Company is
      entitled to protect. Accordingly, the Executive covenants and agrees with
      the Company that she will not either during the period of her Agreement
      with the Company or at any time thereafter, disclose any such detailed
      Confidential Information, trade secrets and other private affairs of the
      Company nor shall he use the same for any purpose other than those of the
      Company. The Executive acknowledges and agrees that the restrictions
      contained herein are reasonable in the circumstances in order to protect
      the business of the Company and hereby waives any and all defenses to the
      strict enforcement of them.



Page 6 





	5.6 	
      Proprietary Rights: All files, records and
      books in whatever form relating in any manner whatsoever to the business
      of the Company, whether prepared by the Executive or otherwise coming into
      her possession, shall be the exclusive property of the Company. All such
      books and records shall be immediately returned by the Executive to the
      Company on termination of her Agreement without copying such materials in
      any manner.

	 	 
	5.7 	
      Assignment of Intellectual Property: The Executive
      further agrees that all works or products which the Executive develops,
      prepares or works on either individually or on a team during this
      Agreement or during employment that predated this Agreement (“Work
      Products”), belong exclusively to the Company. To the extent not
      previously transferred to the Company, the Executive hereby irrevocably
      and unconditionally assigns and transfers to the Company any and all
      right, title or interest he had, has or obtains in and/or to any and all
      mineral exploration data and interpretations of the potential for
      discovery of economic mineral deposits of particular styles relating to
      the present or proposed properties which the Company owns or in which the
      Company has an interest, including, without limitation, all technical
      reports, software and documentation related thereto. Further, the
      Executive hereby irrevocably and unconditionally assigns and transfers to
      the Company any and all right, title or interest she had, has or obtains
      in and/or to any inventions, discoveries, works of authorship, designs,
      programs, documentation and other property (including, without limitation,
      chemical formulas and processes, computer software and all source code and
      documentation related thereto) and all intellectual property rights
      therein (including copyright) relating to the past, present or proposed
      business of the Company, such that they are now the sole property of the
      Company, and that the Executive has no further right or claim thereto,
      whether preceding, during or following the term of the Executive’s
      contract with the Company. Further, the Executive hereby waives any moral
      rights or rights of a similar nature he may have in any of the
      foregoing.

	 	 
	5.8 	
      The Executive will do all acts necessary or required by
      the Company to give effect to assignments herein including, without
      limitation, the execution of any documentation required in order to
      confirm the Company’s rights in and to any of the foregoing and will
      assist the Company, at Company’s request and expense, with applications
      for trade-marks, copyrights, patent rights or other forms of intellectual
      property protection for Work Products on which the Executive works and/or
      to which the Executive contributed during her employment by Company. The
      Executive agrees that all Work Products made or contributed to by her in
      the course of her employment by the Company constitute “work made in the
      course of employment” within the meaning of the Copyright Act
      (Canada) and represents and warrants that all such Work Products, to
      the extent of Executive’s contribution, are original to her.

	 	 
	5.9 	
      The Executive will upon request of Company, both during
      this Agreement, after its termination, and at Company's expense, assist
      the Company in every way with applications for trade-marks, copyrights,
      mineral rights or other forms of intellectual property protection for Work
      Products on which the Executive was involved during the term of this
      Agreement. The Executive will sign all documents reasonably requested for
      the purpose of the Company establishing its right of ownership to such
      property without additional compensation to the
  Executive.



Article VI 

CUMULATIVE RIGHTS AND SURVIVAL

	6.1 	
      Cumulative Rights: The various rights and remedies
      of the Company hereunder are cumulative and non-exclusive of one another.
      The use of or resort to any one such right or remedy shall not preclude or
      limit the exercise of any other right or remedy by the Company. The
      provisions of this Agreement shall not in any way limit or abridge the
      rights of the Company in the obligations of the Executive at common law or under statute,
      including but not limited to, the laws of unfair competition, copyright,
      trade secrets and trade-mark, all of which shall be in addition to the
      Company’s rights and the Executive’s obligations under this
Agreement.



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	6.2 	
      Injunctive Relief: In the event of a breach or
      anticipated breach of any of the covenants contained in Article 5, it is
      understood that damages will not only be difficult to ascertain but also
      would probably be inadequate and thus, the Company shall be entitled to
      injunctive relief and/or a decree for specific performance, and such other
      relief as the Company may have (including monetary damages if
      appropriate).

	 	 
	6.3 	
      Survival: Notwithstanding the resignation or
      termination of the Executive’s employment and this Agreement, Articles 4
      through 6 shall survive such termination.



Article VII 

NOTICE PROVISIONS

	7.1 	
      Address for Service: Except as otherwise expressly
      provided herein, all notice shall be deemed given if it is in writing and
      either delivered personally, sent by registered or certified mail, prepaid
      courier or facsimile, addressed as follows:

	 	 
		
      to the Company at:



GOLDEN QUEEN MINING CO. LTD.

Address:        
      6411 Imperial Avenue

                       
       West Vancouver, BC, V7W 2J5

Attention:         
  Lutz Klingmann

Telephone:          (604)
921-7570

Facsimile:             (604)
921-9446

Email:                   
 mintoexpl@telus.net 

to the Executive at:

Address:             
 [ ]
                               
Vancouver, BC
Attention:             Andree
St-Germain

Telephone:           
Facsimile:

Email:                     

	7.2 	
      Change of Address: Any address referred to in this
      Article 7, may be changed by notice given in accordance with the
      provisions of this Article.

	 	 
	7.3 	
      Time of Notice: Any notice which is delivered
      personally shall be effective when delivered and any notice which is sent
      by telex, facsimile, or pre-paid courier shall be effective on the
      business day following the day of sending. For the purposes of this
      Article 7, a business day shall mean any day other than a Saturday, Sunday
      or statutory public holiday in the Province of British
  Columbia.



Page 8 




Article IX 

GENERAL

	9.1 	
      Entire Agreement: This Agreement, together with
      the stock option plan, constitutes the entire agreement between the
      parties pertaining to the employment of the Executive by the Company and
      cancels and supersedes all prior agreements, negotiations, discussions and
      understandings, written or oral, between the parties. There are no
      representations, warranties, conditions, other agreements or
      acknowledgements, whether direct or collateral, express or implied,
      whether written or oral that form part of or affect this Agreement, or
      which induced any Party to enter into this Agreement or on which reliance
      is placed by any Party, except as specifically set forth in this
      Agreement.

	 	 
	9.2 	
      Amendment: This Agreement may be amended or
      supplemented only by a written agreement signed by each party.

	 	 
	9.3 	
      Disclosure: The Company may disclose this
      Agreement or, any or all provisions of this Agreement, where required by
      law or pursuant to the rules and policies or other requirements of any
      stock exchange on which the Company is listed or proposes to
  list.

	 	 
	9.4 	
      Waiver of Breach: The Company's waiver of a breach
      by the Executive of any provision of this Agreement shall not operate or
      be construed as a waiver of any subsequent breach by the Executive. No
      waiver shall be valid unless in writing and signed by an authorized
      officer of the Company.

	 	 
	9.5 	
      Headings: The division of this Agreement into
      Articles, paragraphs and subparagraphs and the insertion of headings are
      for convenience of reference only and shall not affect the construction or
      interpretation of this Agreement. The headings in this Agreement are not
      intended to be full or precise descriptions of the text to which they
      refer and shall not be considered part of this Agreement. The terms “this
      Agreement”, “hereof”, “hereunder” and similar expressions refer to the
      Agreement and not to any particular paragraph or subparagraph or other
      portion hereof, and include any agreement or instrument supplemental or
      ancillary hereto. Unless something in the subject matter or context is
      inconsistent therewith, references herein to an Article, paragraph or a
      subparagraph are to the corresponding Article, paragraph or subparagraph
      of this Agreement.

	 	 
	9.6 	
      Governing Law: This Agreement shall be interpreted
      and governed only in accordance with the laws of the Province of British
      Columbia. It is understood and agreed that all provisions of this
      Agreement are subject to the requirements of the Employment Standards
      Act of British Columbia such that if the Employment Standards Act
      provides for a greater right or benefit than any provision of this
      Agreement, then the Executive will be paid her entitlement under the
      Employment Standards Act in lieu other entitlement under this
      Agreement.

	 	 
	9.7 	
      Arbitration: Any claims, disputes, controversies
      or differences which may arise out of or in connection with this Agreement
      shall be settled by arbitration in Vancouver, British Columbia, Canada,
      without recourse to the courts in accordance with the provisions of the
      Arbitrations Act of British Columbia. The decision of the arbitrator shall
      be final and binding upon the parties and there shall be no appeal
      therefrom.

	 	 
	9.8 	
      Successors and Assigns: The Executive acknowledges
      that her services are unique and personal. The Executive may not assign
      her rights, or delegate her duties or obligations under this Agreement.
      The Executive’s rights and obligations under this Agreement shall enure to
      the benefit of and shall be binding upon the Executive, her heirs,
      successors and assigns. However, nothing herein shall otherwise affect the
      right of the Company to transfer the Executive from
one subsidiary or affiliate of the Company to another and
      such change shall not be considered a material change in circumstance
      which would invalidate the provisions of this Agreement which, in any
      event, shall survive such transfer. Furthermore, the Company may assign
      this Agreement to any entity to which the Company sells or transfers
  assets.



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	9.9 	
      Severability: In the event that any provision or
      any part of any provision hereof, is deemed to be illegal, invalid or
      unenforceable by reason of the operation of any law or by reason of the
      interpretation placed thereon by a court of competent jurisdiction, this
      Agreement shall be construed as not containing such provision or part of
      such provision and the invalidity of such provision or such part shall not
      affect the validity of any other provision or the remainder of such
      provision hereof. All other provisions hereof which are otherwise lawful
      and valid shall remain in full force and effect.

	 	 
	9.10 	
      Counterparts: This Agreement may be executed in
      two or more counterparts, each of which shall be deemed an original but
      all of which together shall constitute one and the same
  instrument.

	 	 
	9.11 	
      Number and Gender: In this Agreement, words in the
      singular include the plural and vice-versa and words in one gender include
      all genders.

	 	 
	9.12 	
      Binding and Legal Effect: The provisions of this
      Agreement shall be binding upon and to the benefit of each of the parties
      and their respective successors and assigns. Each of the parties
      acknowledges that they have had full opportunity to seek independent legal
      advice in respect of the contents of this Agreement and that they sign
      this Agreement freely, voluntarily and without duress after having been
      offered such opportunity.



IN WITNESS WHEREOF, the parties have caused this
Confidentiality Agreement to be executed by their duly authorized officers as of
the date first written above. 

GOLDEN QUEEN MINING CO. LTD. 

By:

	/s/ H. Lutz Klingmann 	/s/ Andree St-Germain 
	H. Lutz Klingmann, President 	Andree St-Germain 


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