---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT

For the transition period from _________to
__________________

0-21777(Commission File Number)

GOLDEN QUEEN MINING CO.
LTD.(Exact name of registrant as specified in its
charter)

|Province of British Columbia                   | Not
      Applicable         
|---------------------------------------------- | -----------------------------
|(State or other jurisdiction of incorporation) | (IRS Employer Identification)
|No.)                                           |                              

6411 Imperial Avenue West
Vancouver, British ColumbiaV7W 2J5
Canada(Address of principal executive offices)

Issuers telephone number, including area code: (604)
921-7570

Former name, former address and former fiscal year, if changed
since last report: N/A

Check whether the registrant (1) filed all reports required to
be filed by sections 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Check whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [
]

Check whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filed [ ]
Smaller reporting company [X]

Check whether the registrant is a shell company, as defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: As of June
30, 2010 the registrants outstanding common stock consisted of94,078,380 shares.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

---

GOLDEN QUEEN MINING CO. LTD. (an
exploration stage company) Consolidated Interim Financial Statements
June 30, 2010 (Unaudited - Prepared by Management - US dollars)

NOTICE OF NO AUDITOR REVIEW

The accompanying unaudited consolidated interim financial
statements have been prepared by management and approved by the Audit Committee
and Board of Directors.

The Companys independent auditors have not performed a review
of these consolidated interim financial statements in accordance with the
standards established by the Canadian Institute of Chartered Accountants for a
review of interim statements by an entitys auditor.

---

|GOLDEN QUEEN MINING CO. LTD.                     
|-------------------------------------------------
|(an exploration stage company)                   
|Consolidated Interim Balance Sheet               
|(Unaudited - Prepared by Management - US dollars)

|                                                                                                                                             |   | June 30,    |   |   | December 31, |  
|-------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                                                                                                             |   | 2010        |   |   | 2009         |  
|Assets (Note 1)                                                                                                                              |   | (Unaudited) |   |   |              |  
|                                                                                                                                             |   |             |   |   |              |  
|Current assets:                                                                                                                              |   |             |   |   |              |  
|Cash and
      cash equivalents                                                                                                              | $ | 8,431,472   |   | $ | 2,433,202    |  
|Receivables                                                                                                                                  |   | 33,690      |   |   | 24,604       |  
|Prepaid
      expenses and other current assets                                                                                              |   | 4,880       |   |   | 19,490       |  
|                                                                                                                                             |   |             |   |   |              |  
|Total current assets                                                                                                                         |   | 8,470,042   |   |   | 2,477,296    |  
|                                                                                                                                             |   |             |   |   |              |  
|Property and equipment,
      net                                                                                                            |   | 202,946     |   |   | 205,916      |  
|Reclamation financial assurance                                                                                                              |   | 286,653     |   |   | 286,653      |  
|                                                                                                                                             |   |             |   |   |              |  
|Total Assets                                                                                                                                 | $ | 8,959,641   |   | $ | 2,969,865    |  
|                                                                                                                                             |   |             |   |   |              |  
|Liabilities and Shareholders Equity                                                                                                         |   |             |   |   |              |  
|                                                                                                                                             |   |             |   |   |              |  
|Current liabilities:                                                                                                                         |   |             |   |   |              |  
|Accounts
      payable                                                                                                                       | $ | 27,757      |   | $ | 150,766      |  
|Accrued liabilities                                                                                                                          |   | -           |   |   | 77,821       |  
|                                                                                                                                             |   |             |   |   |              |  
|Total current Liabilities                                                                                                                    |   | 27,757      |   |   | 228,587      |  
|                                                                                                                                             |   |             |   |   |              |  
|Asset retirement obligations                                                                                                                 |   | 185,554     |   |   | 177,564      |  
|                                                                                                                                             |   |             |   |   |              |  
|Total Liabilities                                                                                                                            |   | 213,311     |   |   | 406,151      |  
|                                                                                                                                             |   |             |   |   |              |  
|Commitments and contingencies (Note 5)                                                                                                       |   |             |   |   |              |  
|                                                                                                                                             |   |             |   |   |              |  
|                                                                                                                                             |   |             |   |   |              |  
|Shareholders Equity:                                                                                                                        |   |             |   |   |              |  
|Preferred
      shares, no par value, 3,000,000 shares authorized;
      
                    
      no shares outstanding                   |   |             |   |   |              |  
|Common
      shares, no par value, 100,000,000 shares authorized;
      
                    
      94,078,383 shares issued and outstanding |   | 58,074,063  |   |   | 50,205,634   |  
|Additional paid-in capital                                                                                                                   |   | 4,236,489   |   |   | 4,195,106    |  
|Deficit accumulated
      during the exploration stage                                                                                       |   | (53,564,222 | ) |   | (51,837,026  | )
|                                                                                                                                             |   |             |   |   |              |  
|Total Shareholders Equity                                                                                                                   |   | 8,746,330   |   |   | 2,563,714    |  
|                                                                                                                                             |   |             |   |   |              |  
|Total Liabilities and Shareholders Equity                                                                                                   | $ | 8,959,641   |   | $ | 2,969,865    |  

Approved by the Directors:

|H. L. Klingmann           |  | C.
      Shynkaryk        | 
|--------------------------- |  | --------------------------- | 
|H. Lutz Klingmann, Director |  | Chester Shynkaryk, Director | 

See Notes to Consolidated Interim Financial Statements.

2

---

|GOLDEN QUEEN MINING CO. LTD.                     
|-------------------------------------------------
|(an exploration stage company)                   
|Consolidated Interim Statement of Loss           
|(Unaudited - Prepared by Management - US dollars)

|                                                           |   | Three Months Ended June 30, |   |   | Six Months Ended June 30, |  
|---------------------------------------------------------- | - | --------------------------- | - | - | ------------------------- | -
|                                                           |   | 2010                        |   |   | 2009                      |  
|General and administrative expenses                        | $ | 1,357,369                   |   | $ | 693,332                   |  
|Accretion expense                                          |   | 3,995                       |   |   | 3,353                     |  
|                                                           |   | 1,361,364                   |   |   | 696,685                   |  
|Interest income                                            |   | (342                        | ) |   | (471                      | )
|Net loss and comprehensive loss for the
      period       | $ | 1,361,022                   |   | $ | 696,214                   |  
|Loss per share, basic and diluted                          | $ | 0.02                        |   | $ | 0.01                      |  
|Weighted average number of common shares
      outstanding |   | 90,671,790                  |   |   | 85,640,883                |  

See Notes to Consolidated Interim Financial Statements

3

---

|GOLDEN QUEEN MINING CO. LTD.                                           
|-----------------------------------------------------------------------
|(an exploration stage company)                                         
|Consolidated Interim Statement of Changes in
      Shareholders Equity
|(Unaudited - Prepared by Management - US dollars)                      

|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   | Deficit           |   |   | Total           |  
|---------------------------------------------------- |  | ---------- |  | - | ---------- |  | - | ------------ |  | - | ---------- |  | - | ----------------- | - | - | --------------- | -
|                                                     |  |            |  |   |            |  |   |              |  |   | Additional |  |   | Accumulated       |   |   | Shareholders   |  
|From the Date of Inception (November 21,             |  | Common     |  |   |            |  |   | Stock        |  |   | Paid-in    |  |   | During the        |   |   | Equity (Capital |  
|1985) through
      June 30, 2010                    |  | Shares     |  |   | Amount     |  |   | Subscription |  |   | Capital    |  |   | Exploration Stage |   |   | Deficit)        |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|November 21, 1985                                    |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                   |  | 1,425,001  |  | $ | 141,313    |  | $ | -            |  | $ | -          |  | $ | -                 |   | $ | 141,313         |  
|Net loss for the period                              |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (15,032           | ) |   | (15,032         | )
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1986                                |  | 1,425,001  |  |   | 141,313    |  |   | -            |  |   | -          |  |   | (15,032           | ) |   | 126,281         |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                   |  | 550,000    |  |   | 256,971    |  |   | -            |  |   | -          |  |   | -                 |   |   | 256,971         |  
|Issuance of common shares for mineral
      property |  | 25,000     |  |   | 13,742     |  |   | -            |  |   | -          |  |   | -                 |   |   | 13,742          |  
|Net loss for the year                                |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (58,907           | ) |   | (58,907         | )
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1987                                |  | 2,000,001  |  |   | 412,026    |  |   | -            |  |   | -          |  |   | (73,939           | ) |   | 338,087         |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                   |  | 1,858,748  |  |   | 1,753,413  |  |   | -            |  |   | -          |  |   | -                 |   |   | 1,753,413       |  
|Net income for the year                              |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | 38,739            |   |   | 38,739          |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1988                                |  | 3,858,749  |  |   | 2,165,439  |  |   | -            |  |   |            |  |   | (35,200           | ) |   | 2,130,239       |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                   |  | 1,328,750  |  |   | 1,814,133  |  |   | -            |  |   | -          |  |   | -                 |   |   | 1,814,133       |  
|Issuance of common shares for mineral property       |  | 100,000    |  |   | 227,819    |  |   | -            |  |   | -          |  |   | -                 |   |   | 227,819         |  
|Net loss for the year                                |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (202,160          | ) |   | (202,160        | )
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1989                                |  | 5,287,499  |  |   | 4,207,391  |  |   | -            |  |   | -          |  |   | (237,360          | ) |   | 3,970,031       |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                   |  | 1,769,767  |  |   | 2,771,815  |  |   | -            |  |   | -          |  |   | -                 |   |   | 2,771,815       |  
|Issuance of common shares for mineral property       |  | 8,875      |  |   | 14,855     |  |   | -            |  |   | -          |  |   | -                 |   |   | 14,855          |  
|Net loss for the year                                |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (115,966          | ) |   | (115,966        | )
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1990                                |  | 7,066,141  |  |   | 6,994,061  |  |   | -            |  |   | -          |  |   | (353,326          | ) |   | 6,640,735       |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Net income for the year                              |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | 28,706            |   |   | 28,706          |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1991                                |  | 7,066,141  |  |   | 6,994,061  |  |   | -            |  |   | -          |  |   | (324,620          | ) |   | 6,669,441       |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Net loss for the year                                |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (157,931          | ) |   | (157,931        | )
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1992                                |  | 7,066,141  |  |   | 6,994,061  |  |   | -            |  |   | -          |  |   | (482,551          | ) |   | 6,511,510       |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Net loss for the year                                |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (285,391          | ) |   | (285,391        | )
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1993                                |  | 7,066,141  |  |   | 6,994,061  |  |   | -            |  |   | -          |  |   | (767,942          | ) |   | 6,226,119       |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                   |  | 5,834,491  |  |   | 1,536,260  |  |   | -            |  |   | -          |  |   | -                 |   |   | 1,536,260       |  
|Share issuance costs                                 |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (18,160           | ) |   | (18,160         | )
|Issuance of common shares for mineral
      property |  | 128,493    |  |   | 23,795     |  |   | -            |  |   | -          |  |   | -                 |   |   | 23,795          |  
|Net loss for the year                                |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (158,193          | ) |   | (158,193        | )
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1994                                |  | 13,029,125 |  |   | 8,554,116  |  |   | -            |  |   | -          |  |   | (944,295          | ) |   | 7,609,821       |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                   |  | 648,900    |  |   | 182,866    |  |   | -            |  |   | -          |  |   | -                 |   |   | 182,866         |  
|Net loss for the year                                |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (219,576          | ) |   | (219,576        | )
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1995                                |  | 13,678,025 |  |   | 8,736,982  |  |   | -            |  |   | -          |  |   | (1,163,871        | ) |   | 7,573,111       |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                   |  | 2,349,160  |  |   | 2,023,268  |  |   | -            |  |   | -          |  |   | -                 |   |   | 2,023,268       |  
|Issuance of common shares for debt                   |  | 506,215    |  |   | 662,282    |  |   | -            |  |   | -          |  |   | -                 |   |   | 662,282         |  
|Issuance of 5,500,000 special warrants               |  | -          |  |   | 9,453,437  |  |   | -            |  |   | -          |  |   | -                 |   |   | 9,453,437       |  
|Special warrants issuance costs                      |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (100,726          | ) |   | (100,726        | )
|Net loss for the year                                |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (426,380          | ) |   | (426,380        | )
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Balance, May 31, 1996                                |  | 16,533,400 |  | $ | 20,875,969 |  | $ | -            |  | $ | -          |  | $ | (1,690,977        | ) | $ | 19,184,992      |  

See Notes to Consolidated Interim Financial Statements.

4

---

|GOLDEN QUEEN MINING CO. LTD.                                          
|----------------------------------------------------------------------
|(an exploration stage company)                                        
|Consolidated InterimStatement of Changes in
      Shareholders Equity
|(Unaudited - Prepared by Management - US dollars)                     

|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   | Deficit           |   |   | Total           |  
|-------------------------------------------------------------------- |  | ---------- |  | - | ---------- |  | - | ------------ | - | - | --------------- | - | - | ----------------- | - | - | --------------- | -
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   | Accumulated       |   |   | Shareholders   |  
|From the Date of Inception (November 21,                             |  | Common     |  |   |            |  |   | Stock        |   |   | Additional      |   |   | During the        |   |   | Equity (Capital |  
|1985) through
      June 30, 2010                                    |  | Shares     |  |   | Amount     |  |   | Subscription |   |   | Paid-in Capital |   |   | Exploration Stage |   |   | Deficit)        |  
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Balance carried forward from previous page                           |  | 16,533,400 |  | $ | 20,875,969 |  | $ | -            |   | $ | -               |   | $ | (1,690,977        | ) | $ | 19,184,992      |  
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Issuance of common shares for cash                                   |  | 18,000     |  |   | 10,060     |  |   | -            |   |   | -               |   |   | -                 |   |   | 10,060          |  
|Issuance of common shares for special warrants                       |  | 5,500,000  |  |   | -          |  |   | -            |   |   | -               |   |   | -                 |   |   | -               |  
|Special warrants issuance costs                                      |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (123,806          | ) |   | (123,806        | )
|Net loss for the period                                              |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (348,948          | ) |   | (348,948        | )
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Balance, December 31, 1996                                           |  | 22,051,400 |  |   | 20,886,029 |  |   | -            |   |   | -               |   |   | (2,163,731        | ) |   | 18,722,298      |  
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Issuance of common shares for cash                                   |  | 157,000    |  |   | 157,050    |  |   | -            |   |   | -               |   |   | -                 |   |   | 157,050         |  
|Issuance of 3,500,000 special warrants                               |  | -          |  |   | 5,287,315  |  |   | -            |   |   | -               |   |   | -                 |   |   | 5,287,315       |  
|Issuance of common shares for special warrants                       |  | 3,500,000  |  |   | -          |  |   | -            |   |   | -               |   |   | -                 |   |   | -               |  
|Options to non-employee directors                                    |  | -          |  |   | -          |  |   | -            |   |   | 70,200          |   |   | -                 |   |   | 70,200          |  
|Special warrants issuance costs                                      |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (163,313          | ) |   | (163,313        | )
|Net loss for the year                                                |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (1,047,869        | ) |   | (1,047,869      | )
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Balance, December 31, 1997                                           |  | 25,708,400 |  |   | 26,330,394 |  |   | -            |   |   | 70,200          |   |   | (3,374,913        | ) |   | 23,025,681      |  
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Issuance of common shares upon exercise of
      warrants            |  | 1,834,300  |  |   | 857,283    |  |   | -            |   |   | -               |   |   | -                 |   |   | 857,283         |  
|Issuance of common shares through conversion of debt                 |  | 2,017,941  |  |   | 1,000,000  |  |   | -            |   |   | -               |   |   | -                 |   |   | 1,000,000       |  
|Share issuance costs                                                 |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (6,060            | ) |   | (6,060          | )
|Issuance of common shares for cash                                   |  | 5,236,000  |  |   | 2,439,753  |  |   | -            |   |   | -               |   |   | -                 |   |   | 2,439,753       |  
|Options and re-priced options to non-
      employee directors       |  | -          |  |   | -          |  |   | -            |   |   | 107,444         |   |   | -                 |   |   | 107,444         |  
|Net loss for the year                                                |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (971,595          | ) |   | (971,595        | )
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Balance, December 31, 1998                                           |  | 34,796,641 |  |   | 30,627,430 |  |   | -            |   |   | 177,644         |   |   | (4,352,568        | ) |   | 26,452,506      |  
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Issuance of 13,250,000 special warrants                              |  | -          |  |   | 3,350,915  |  |   | -            |   |   | -               |   |   | -                 |   |   | 3,350,915       |  
|Special warrants issuance costs                                      |  | -          |  |   |            |  |   | -            |   |   | -               |   |   | (166,620          | ) |   | (166,620        | )
|Issuance of common shares for special warrants                       |  | 13,250,000 |  |   | -          |  |   | -            |   |   | -               |   |   | -                 |   |   | -               |  
|Net loss for the year                                                |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (564,657          | ) |   | (564,657        | )
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Balance, December 31, 1999                                           |  | 48,046,641 |  |   | 33,978,345 |  |   | -            |   |   | 177,644         |   |   | (5,083,845        | ) |   | 29,072,144      |  
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Cumulative effect of change in accounting
      for stock options    |  | -          |  |   | -          |  |   | -            |   |   | (177,644        | ) |   | -                 |   |   | (177,644        | )
|Stock subscription                                                   |  | -          |  |   | -          |  |   | 200,000      |   |   | -               |   |   | -                 |   |   | 200,000         |  
|Net loss for the year                                                |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (28,708,276       | ) |   | (28,708,276     | )
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Balance, December 31, 2000                                           |  | 48,046,641 |  |   | 33,978,345 |  |   | 200,000      |   |   | -               |   |   | (33,792,121       | ) |   | 386,224         |  
|Issuance of common shares through conversion of debt                 |  | 406,250    |  |   | 65,000     |  |   | -            |   |   | -               |   |   | -                 |   |   | 65,000          |  
|Issuance of common shares for conversion of
      stock subscription |  | 1,538,462  |  |   | 200,000    |  |   | (200,000     | ) |   | -               |   |   | -                 |   |   | -               |  
|Share issuance costs                                                 |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (3,337            | ) |   | (3,337          | )
|Net loss for the year                                                |  | -          |  |   | -          |  |   | -            |   |   | -               |   |   | (262,059          | ) |   | (262,059        | )
|                                                                     |  |            |  |   |            |  |   |              |   |   |                 |   |   |                   |   |   |                 |  
|Balance, December 31, 2001                                           |  | 49,991,353 |  | $ | 34,243,345 |  | $ | -            |   | $ | -               |   | $ | (34,057,517       | ) | $ | 185,828         |  

See Notes to Consolidated Interim Financial Statements.

5

---

|GOLDEN QUEEN MINING CO. LTD.                                          
|----------------------------------------------------------------------
|(an exploration stage company)                                        
|Consolidated InterimStatement of Changes in
      Shareholders Equity
|(Unaudited - Prepared by Management - US dollars)                     

|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   | Deficit           |   |   | Total           |  
|------------------------------------------------------------ |  | ---------- |  | - | ---------- |  | - | ------------ |  | - | --------------- |  | - | ----------------- | - | - | --------------- | -
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   | Accumulated       |   |   | Shareholders   |  
|From the Date of Inception (November 21,                     |  | Common     |  |   |            |  |   | Stock        |  |   | Additional      |  |   | During the        |   |   | Equity (Capital |  
|1985) through
      June 30, 2010                            |  | Shares     |  |   | Amount     |  |   | Subscription |  |   | Paid-in Capital |  |   | Exploration Stage |   |   | Deficit)        |  
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance carried forward from previous page                   |  | 49,991,353 |  | $ | 34,243,345 |  | $ | -            |  | $ | -               |  | $ | (34,057,517       | ) | $ | 185,828         |  
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Issuance of common shares through exercise
      of options  |  | 290,000    |  |   | 37,234     |  |   | -            |  |   | -               |  |   | -                 |   |   | 37,234          |  
|Issuance of common shares through exercise of warrants       |  | 1,520,836  |  |   | 243,334    |  |   | -            |  |   | -               |  |   | -                 |   |   | 243,334         |  
|Stock option compensation                                    |  | -          |  |   | -          |  |   | -            |  |   | 21,456          |  |   | -                 |   |   | 21,456          |  
|Share issuance costs                                         |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (4,216            | ) |   | (4,216          | )
|Net loss for the year                                        |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (347,603          | ) |   | (347,603        | )
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance, December 31, 2002                                   |  | 51,802,189 |  |   | 34,523,913 |  |   | -            |  |   | 21,456          |  |   | (34,409,336       | ) |   | 136,033         |  
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Issuance of common shares through exercise
      of options  |  | 100,000    |  |   | 24,379     |  |   | -            |  |   | -               |  |   | -                 |   |   | 24,379          |  
|Equity component of convertible notes                        |  | -          |  |   | -          |  |   | -            |  |   | 375,000         |  |   | -                 |   |   | 375,000         |  
|Stock option compensation                                    |  | -          |  |   | -          |  |   | -            |  |   | 127,326         |  |   | -                 |   |   | 127,326         |  
|Net loss for the year                                        |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (744,516          | ) |   | (744,516        | )
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance, December 31, 2003                                   |  | 51,902,189 |  |   | 34,548,292 |  |   | -            |  |   | 523,782         |  |   | (35,153,852       | ) |   | (81,778         | )
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                           |  | 8,000,000  |  |   | 3,036,282  |  |   | -            |  |   | -               |  |   | -                 |   |   | 3,036,282       |  
|Issuance of common shares for convertible
      notes        |  | 978,260    |  |   | 225,000    |  |   | -            |  |   | -               |  |   | -                 |   |   | 225,000         |  
|Issuance of common shares through exercise of options        |  | 200,000    |  |   | 55,861     |  |   | -            |  |   | -               |  |   | -                 |   |   | 55,861          |  
|Share issuance costs                                         |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (38,975           | ) |   | (38,975         | )
|Net loss for the year                                        |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (1,772,250        | ) |   | (1,772,250      | )
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance, December 31, 2004                                   |  | 61,080,449 |  |   | 37,865,435 |  |   | -            |  |   | 523,782         |  |   | (36,965,077       | ) |   | 1,424,140       |  
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Issuance of common shares through exercise of options        |  | 110,000    |  |   | 21,049     |  |   | -            |  |   | -               |  |   | -                 |   |   | 21,049          |  
|Stock option compensation                                    |  | -          |  |   | -          |  |   | -            |  |   | 48,592          |  |   | -                 |   |   | 48,592          |  
|Net loss for the year                                        |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (1,476,324        | ) |   | (1,476,324      | )
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance, December 31, 2005                                   |  | 61,190,449 |  |   | 37,886,484 |  |   | -            |  |   | 572,374         |  |   | (38,441,401       | ) |   | 17,457          |  
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Issuance of common shares through private placement          |  | 7,200,000  |  |   | 1,614,716  |  |   | -            |  |   | 1,520,899       |  |   | -                 |   |   | 3,135,615       |  
|Issuance of common shares through exercise
      of options  |  | 100,000    |  |   | 30,853     |  |   | -            |  |   | -               |  |   | -                 |   |   | 30,853          |  
|Issuance of common shares through exercise of warrants       |  | 8,978,260  |  |   | 4,659,173  |  |   | -            |  |   | -               |  |   | -                 |   |   | 4,659,173       |  
|Issuance of common shares for convertible
      notes        |  | 652,174    |  |   | 150,000    |  |   | -            |  |   | 39,917          |  |   | -                 |   |   | 189,917         |  
|Stock option compensation                                    |  | -          |  |   | -          |  |   | -            |  |   | 814,810         |  |   | -                 |   |   | 814,810         |  
|Modification of warrants                                     |  | -          |  |   | -          |  |   | -            |  |   | 889,117         |  |   | -                 |   |   | 889,117         |  
|Share issuance costs                                         |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (62,888           | ) |   | (62,888         | )
|Net loss for the year                                        |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (4,910,036        | ) |   | (4,910,036      | )
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance, December 31, 2006                                   |  | 78,120,883 |  |   | 44,341,226 |  |   | -            |  |   | 3,837,117       |  |   | (43,414,325       | ) |   | 4,764,018       |  
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Issuance of common shares for exercise of
      options      |  | 290,000    |  |   | 127,652    |  |   | -            |  |   | -               |  |   | -                 |   |   | 127,652         |  
|Issuance of common shares for property                       |  | 30,000     |  |   | 24,600     |  |   | -            |  |   | -               |  |   | -                 |   |   | 24,600          |  
|Net loss for the year                                        |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (2,006,482        | ) |   | (2,006,482      | )
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance, December 31, 2007                                   |  | 78,440,883 |  |   | 44,493,478 |  |   | -            |  |   | 3,837,117       |  |   | (45,420,807       | ) |   | 2,909,788       |  
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Issuance of common shares through exercise
      of warrants |  | 7,200,000  |  |   | 4,184,425  |  |   | -            |  |   | -               |  |   | -                 |   |   | 4,184,425       |  
|Net loss for the year                                        |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (3,996,777        | ) |   | (3,996,777      | )
|                                                             |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance, December 31, 2008                                   |  | 85,640,883 |  | $ | 48,677,903 |  | $ | -            |  | $ | 3,837,117       |  | $ | (49,417,584       | ) | $ | 3,097,436       |  

See Notes to Consolidated Interim Financial Statements.

6

---

|GOLDEN QUEEN MINING CO. LTD.                                           
|-----------------------------------------------------------------------
|(an exploration stage company)                                         
|Consolidated Interim Statement of Changes in
      Shareholders Equity
|(Unaudited - Prepared by Management - US dollars)                      

|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   | Deficit           |   |   | Total           |  
|-------------------------------------------------------------------- |  | ---------- |  | - | ---------- |  | - | ------------ |  | - | --------------- |  | - | ----------------- | - | - | --------------- | -
|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   | Accumulated       |   |   | Shareholders   |  
|From the Date of Inception (November 21,                             |  | Common     |  |   |            |  |   | Stock        |  |   | Additional      |  |   | During the        |   |   | Equity (Capital |  
|1985) through
      June 30, 2010                                    |  | Shares     |  |   | Amount     |  |   | Subscription |  |   | Paid-in Capital |  |   | Exploration Stage |   |   | Deficit)        |  
|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance carried forward from previous page                           |  | 85,640,883 |  | $ | 48,677,903 |  | $ | -            |  | $ | 3,837,117       |  | $ | (49,417,584       | ) | $ | 3,097,436       |  
|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Issuance of common shares through private
      placement            |  | 2,337,500  |  |   | 1,396,646  |  |   | -            |  |   | -               |  |   | -                 |   |   | 1,396,646       |  
|Issuance of common shares through exercise of options                |  | 400,000    |  |   | 131,085    |  |   | -            |  |   | -               |  |   | -                 |   |   | 131,085         |  
|Stock option compensation                                            |  | -          |  |   | -          |  |   | -            |  |   | 357,989         |  |   | -                 |   |   | 357,989         |  
|Net loss for the year                                                |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (2,419,442        | ) |   | (2,419,442      | )
|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance, December 31, 2009                                           |  | 88,378,383 |  |   | 50,205,634 |  |   | -            |  |   | 4,195,106       |  |   | (51,837,026       | ) |   | 2,563,714       |  
|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Issuance of common shares through exercise
      of options (Note 4) |  | 700,000    |  |   | 234,113    |  |   | -            |  |   | -               |  |   | -                 |   |   | 234,113         |  
|Issuance of common shares through private placement                  |  | 5,000,000  |  |   | 7,634,316  |  |   | -            |  |   | -               |  |   | -                 |   |   | 7,634,316       |  
|Stock option compensation                                            |  | -          |  |   | -          |  |   | -            |  |   | 41,383          |  |   | -                 |   |   | 41,383          |  
|Net loss for the period                                              |  | -          |  |   | -          |  |   | -            |  |   | -               |  |   | (1,727,196        | ) |   | (1,727,196      | )
|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|                                                                     |  |            |  |   |            |  |   |              |  |   |                 |  |   |                   |   |   |                 |  
|Balance, June 30, 2010 (Unaudited)                                   |  | 94,078,383 |  | $ | 58,074,063 |  | $ | -            |  | $ | 4,236,489       |  | $ | (53,564,222       | ) | $ | 8,746,330       |  

See Notes to Consolidated Interim Financial Statements.

7

---

|GOLDEN QUEEN MINING CO. LTD.                     
|-------------------------------------------------
|(an exploration stage company)                   
|Consolidated Interim Statement of Cash Flows     
|(Unaudited - Prepared by Management - US dollars)

|                                                         |   | Three Months Ended June 30, |   |   | Six Months Ended June 30, |  
|-------------------------------------------------------- | - | --------------------------- | - | - | ------------------------- | -
|                                                         |   | 2010                        |   |   | 2009                      |  
|                                                         |   |                             |   |   |                           |  
|Operating activities:                                    |   |                             |   |   |                           |  
|Net loss for the period                                  | $ | (1,361,022                  | ) | $ | (696,214                  | )
|                                                         |   |                             |   |   |                           |  
|Amortization and depreciation                            |   | 1,485                       |   |   | 1,506                     |  
|Accretion expense                                        |   | 3,995                       |   |   | 3,353                     |  
|Stock option compensation                                |   | 41,383                      |   |   | 209,055                   |  
|Receivables                                              |   | (2,757                      | ) |   | 7,886                     |  
|Prepaids                                                 |   | 7,305                       |   |   | 7,853                     |  
|Accounts payable and accrued liabilities                 |   | (24,372                     | ) |   | 2,383                     |  
|Royalty and mining rights payable                        |   | -                           |   |   | (48,034                   | )
|                                                         |   |                             |   |   |                           |  
|Cash used in operating activities                        |   | (1,333,983                  | ) |   | (512,212                  | )
|                                                         |   |                             |   |   |                           |  
|Financing activity:                                      |   |                             |   |   |                           |  
|Issuance of common shares upon exercise of stock options |   | -                           |   |   | -                         |  
|Issuance of common shares for cash                       |   | 7,634,316                   |   |   | -                         |  
|                                                         |   |                             |   |   |                           |  
|Cash provided by (used in) financing
      activities    |   | 7,634,316                   |   |   | -                         |  
|                                                         |   |                             |   |   |                           |  
|Net change in cash and cash equivalents                  |   | 6,300,333                   |   |   | (512,212                  | )
|                                                         |   |                             |   |   |                           |  
|Cash and cash equivalents, beginning
      balance       |   | 2,131,139                   |   |   | 2,358,657                 |  
|                                                         |   |                             |   |   |                           |  
|Cash and cash equivalents, ending balance                | $ | 8,431,472                   |   | $ | 1,846,445                 |  

See Notes to Consolidated Interim Financial Statements.

8

---

|GOLDEN QUEEN MINING CO. LTD.                     
|-------------------------------------------------
|(an exploration stage company)                   
|Notes to Consolidated Financial Statements       
|For the Six Months Ended June 30, 2010           
|(Unaudited - Prepared by Management - US dollars)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These consolidated interim financial statements are
      presented in accordance with United States generally accepted accounting
      principles for interim financial statements, and are stated in US dollars.
      They do not include all the note disclosures required for annual financial
      statements. It is suggested that these consolidated interim financial
      statements be read in conjunction with the audited consolidated financial
      statements of the Company for the year ended December 31, 2009 and the
      notes thereto included in the Companys annual report. The Company follows the same accounting policies in the
  preparation of interim reports.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The underlying value of the Companys mineral properties
      is dependent on the existence and economic recovery of mineral reserves,
      confirmation of the Companys interest in the underlying mineral claims,
      the ability to obtain necessary financing to complete the development, and
      future profitable production or proceeds from the disposition
    thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These consolidated interim financial statements reflect
      all adjustments, consisting of normal recurring adjustments, which, in the
      opinion of management, are necessary for the fair presentation of the
      information contained therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | Significant Accounting Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These consolidated interim financial statements include
      the accounts of Golden Queen Mining Co. Ltd., a British Columbia
      corporation, and its wholly-owned subsidiary, Golden Queen Mining Company,
      Inc., a United States (state of California) corporation, together (the
      Company).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Financial Condition and Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company has had no revenues from operations since
      inception, and a deficit of $53,564,222 accumulated during the exploration
      stage. Management plans to control current costs and does not anticipate
      requiring additional financing to fund Company activities over the next 12
      months. In addition, management plans to secure equity and/or debt or
      joint venture financing to fund construction of the operating facility at
      the Soledad property (Soledad) once a feasibility study has been
      concluded and a production decision has been made. The ability of the
      Company to obtain financing for its ongoing activities and thus maintain
      solvency, or to fund construction of the operating facility at Soledad, is
      dependent on equity market conditions, the market for precious metals, the
      willingness of other parties to lend the Company money or the ability to
      find a joint venture partner. While the Company has been successful at
      certain of these efforts in the past, there can be no assurance that
      future efforts will be successful. This raises substantial doubt about the
      Companys ability to continue as a going concern.

9

---

|GOLDEN QUEEN MINING CO. LTD.                     
|-------------------------------------------------
|(an exploration stage company)                   
|Notes to Consolidated Financial Statements       
|For the Six Months Ended June 30, 2010           
|(Unaudited - Prepared by Management - US dollars)

|4. | Share Capital
|-- | -------------

Common Shares

On June 1, 2010, the Company issued
5,000,000 units at C$1.60 per unit for gross proceeds of $7,634,316
(C$8,000,000). Each unit consisted of one common share, one-quarter of one Class
A warrant and one-quarter of one Class B warrant. Each Class A warrant is
exercisable to acquire one additional common share of the Company at a price of
$1.75. Each Class B warrant is exercisable to acquire one additional common
share of the Company at a price of $2.00. Both Class A and Class B warrants
expire December 1, 2011.

Stock Options

In January 2010, 700,000 stock options
were exercised and the Company issued 700,000 common shares at C$0.35 per share
for proceeds of $234,113 (C$245,000).

In April 2010, the Company granted
50,000 stock options to consultants, which are exercisable at C$1.24 per share
and expire on April 18, 2015. The total value of the options granted was $41,383
(C$41,995).

Shares
    
    
    Price RangeOptions outstanding, beginning of period
    
    3,850,000
    
    
    C$0.26 - C$0.77Granted
    
    50,000
    
    
    C$1.24Exercised
    
    (700,000
    )
    
    C$0.35Options outstanding, end of period
    
    3,200,000
    
    
    C$0.26  C$1.24


The following table summarizes
information about stock options outstanding at June 30, 2010:

Weighted-Average
    
    
    Weighted-Number
    
    
    Contractual Life
    
    
    AverageExercise Price
    
    Outstanding
    
    
    (Years)
    
    
    Exercise PriceC$0.77
    
    1,200,000
    
    
    0.81
    
    
    C$0.77C$0.26
    
    1,950,000
    
    
    3.58
    
    
    C$0.26C$1.24
    
    50,000
    
    
    4.80
    
    
    C$1.243,200,000
    
    
    2.56
    
    
    C$0.47


The Company applies the fair value
method in accounting for its stock options granted to directors, officers and
consultants using the Black-Scholes option pricing model. The stock-based
compensation expense was $41,383 (2009 - $209,055). The fair value of stock
options granted as above is calculated using the following weighted average
assumptions:

June 30, 2010
    
    
    June 30, 2009Expected life years
    
    5
    
    
    5Interest rate
    
    1.83%
    
    
    2.03%Volatility
    
    88.28%
    
    
    70.30%Dividend yield
    
    0%
    
    
    0%


10

---

|GOLDEN QUEEN MINING CO. LTD.                     
|-------------------------------------------------
|(an exploration stage company)                   
|Notes to Consolidated Financial Statements       
|For the Six Months Ended June 30, 2010           
|(Unaudited - Prepared by Management - US dollars)

|4. | Share Capital (continued)
|-- | -------------------------

Stock Options (continued)

Option pricing models require the input
of highly subjective assumptions including the expected price volatility.
Changes in the subjective input assumptions can materially affect the fair value
estimate.

Warrants

The following is a summary of warrant
status at June 30, 2010:

| |                                                    |  |           |  |  | Weighted-       |  |  |                  | 
| | -------------------------------------------------- |  | --------- |  |  | --------------- |  |  | ---------------- | 
| |                                                    |  |           |  |  | Average         |  |  | Average          | 
| |                                                    |  |           |  |  | Exercise Price  |  |  | Contractual Life | 
| |                                                    |  | Shares    |  |  | Per
      Share |  |  | (Years)          | 
| |                                                    |  |           |  |  |                 |  |  |                  | 
| | Outstanding and exercisable, January 1,
      2010 |  | -         |  |  | -               |  |  | -                | 
| |                                                    |  |           |  |  |                 |  |  |                  | 
| | Granted:                                           |  |           |  |  |                 |  |  |                  | 
| | Class A                                            |  | 1,250,000 |  |  | $1.75           |  |  | 1.50             | 
| | Class B                                            |  | 1,250,000 |  |  | $2.00           |  |  | 1.50             | 
| |                                                    |  |           |  |  |                 |  |  |                  | 
| | Outstanding and exercisable, June 30, 2010         |  | 2,500,000 |  |  | -               |  |  | -                | 

|5. | Commitments and
Contingencies
|-- | -----------------------------

The Company has acquired a number of
mineral properties outright and has acquired exclusive rights to explore,
develop and mine the Property under various agreements with landowners.

Agreements are typically subject to
sliding scale royalties on either gross or net smelter returns ranging from 1.0%
to 7.5% .

The Company ceased making property
payments and advance minimum royalty payments after successfully concluding
moratorium agreements with a number of the landowners in 2000. The moratorium
agreements expired toward the end of 2003. The total advance minimum royalty
owing from 2003 to the end of 2008 was $714,137. The Company paid advance
minimum royalties of $174,176 in 2009. The advance minimum royalty owing is
estimated to be $153,000 for 2010.

In 2007, the Company reached an
agreement with a landowner to amend the terms of the lease agreement. Under the
terms of the amendment, the Company has been granted an extension of twenty
years and has paid $100,000 owed from 2005. In addition, the Company is not
required to pay advance royalty during the two-year period until April 23, 2008
and the Company will receive a credit representing 50% of all advance minimum
royalty paid and use it against the future production royalties. The Company
recommenced the advance minimum royalty payment, and paid the landowner $100,000
in 2008 and $100,000 in 2009.

A mining lease agreement with a group
of landholders expired in 2004. The Company is currently in discussions with
this group of landholders in an effort to reach a new agreement.

11

---

|GOLDEN QUEEN MINING CO. LTD.                     
|-------------------------------------------------
|(an exploration stage company)                   
|Notes to Consolidated Financial Statements       
|For the Six Months Ended June 30, 2010           
|(Unaudited - Prepared by Management - US dollars)

|5. | Commitments and Contingencies
(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company has agreed to issue 100,000 common shares as
      a finders fee upon commencement of commercial production on the Property
      in connection with certain property acquisitions. As of December 31, 2009,
      commercial production has not commenced and no shares have been
    issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In 2004, the Company entered into an agreement with the
      President of the Company to issue 300,000 bonus shares upon the completion
      of certain milestones. Upon receipt by the Company of a bankable
      feasibility study and the decision to place the Property into commercial
      production, a bonus of 150,000 common shares would be issued. Upon
      commencement of commercial production on the Property, a bonus of 150,000
      common shares would be issued. In May 2010, the Company entered into an
      amendment to the agreement whereby the 300,000 bonus shares would
      alternatively be issuable upon a change of control transaction or upon a
      sale of all or substantially all of the Companys assets, having a value
      at or above $1.00 per share of the Company, with a further 300,000 bonus
      shares being issuable in the event the change of control transaction or
      asset sale occurred at a value at or above $1.50 per share. As at June 30,
      2010, the milestones had not been reached and no accrual was made in
      connection with these arrangements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Except as noted elsewhere in these consolidated financial
      statements, related party transactions are disclosed as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | For the six months ended June 30, 2010, C$72,570 (2009 -
      C$67,770) was paid to Mr. H. L. Klingmann for services as President of the
      Company, and C$9,000 (2009 - C$9,620) was paid to Mr. Chester Shynkaryk
      for consulting services to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | There were no other related party transactions during the
      period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | All of the above transactions and balances are in the
      normal course of operations and are measured at the exchange amount, which
      is the amount of consideration established and agreed to by the related
      parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

12

---

Item 2. Managements Discussion and Analysis or Plan of
Operations

The following discussion of the operating results and financial
position of Golden Queen Mining Co. Ltd. (the Company) is as at August 12,
2010 and should be read in conjunction with the consolidated financial
statements of the Company for the quarter ended June 30, 2010 and the notes
thereto.

The information in this Management Discussion and Analysis is
prepared in accordance with U.S. generally accepted accounting principles and
all amounts herein are in US$ unless otherwise noted.

The Soledad Mountain Project

The Company is proposing to develop a gold-silver, open pit,
heap leach operation on its Soledad Mountain property (Property), located just
outside the town of Mojave in Kern County in southern California. Every element
of the Soledad Mountain Project (Project) has been rethought and reengineered
in the past five years in an effort to find sound technical and cost-effective
solutions that will ensure a viable mining operation at foreseeable gold and
silver prices. The review has been supported and complimented by a substantial
amount of work done by independent engineers and contractors. This phase of the
technical work was completed toward the end of 2008.

Permitting Update

A detailed review of approvals and permits required for the
Project is provided in the Companys latest Form 10-K filing with the SEC. The
following is therefore only a note on the supplemental Environmental Impact
Report (SEIR), which has been prepared for the Project.

The Company completed an Application for a revised Surface
Mining and Reclamation Plan in April 2007. The Kern County Planning Department
determined that changes proposed for the Project since the Conditional Use
Permits were issued in 1997 constituted new information that required evaluation
of potential impacts in a Supplemental Environmental Impact Report (SEIR). The
draft SEIR was finally completed and distributed in January 2010. The Kern
County Planning Commission formally considered the Project at its regularly
scheduled meeting in Bakersfield on April 8. At the meeting, the Commission,
consisting of a panel of three commissioners, unanimously approved the Project.
Two appeals were subsequently filed against the Commissions decision and the
Project was scheduled to be reconsidered before the Kern County Board of
Supervisors on May 25. Both appeals were withdrawn before the day of the meeting
and the decision made by the Planning Commission therefore became final.

The Lahontan Regional Water Quality Control Board (the Board)
unanimously approved Waste Discharge Requirements and a Monitoring and Reporting
Program (the WDRs) for the Soledad Mountain Project on July 14. The Board
recommended adopting an order approving the WDRs, and the order was subsequently
signed by the Executive Officer of the Board and is currently in effect.. The
order approving the WDRs is a critical authorization for the construction and
operation of, and establishes the discharge and monitoring standards for, the
heap leach pads, rock stockpiles and other activities that have the potential to
affect surface and ground waters.

It is important to note that the Bureau of Land Management (the
BLM) has confirmed that its Record of Decision approving the Plan of
Operations under NEPA in November 1997 remains valid and that no additional
reviews or approvals are required from the BLM before GQM can proceed with the
Project.

---

Results of Operations

Following are the results of operations for the three months
ended June 30, 2010 and June 30, 2009.

The Company had no revenue from operations.

The Company incurred general and administrative expenses of
$1,357,369 (2009 - $693,332).

The following significant costs were incurred during the
quarter:

- $86,228 for advance minimum royalties owing to landholders;
- $243,964 for property purchases;
- $26,384 for ongoing permitting support in the areas of air quality and
  health risk and for ongoing maintenance of and data recovery from the
  meteorological station;
- $39,257 for ongoing work on the occurrence of arsenic in groundwater and
  the bioaccessibility of arsenic, a review of the use of cyanide in heap
  leaching, a study on the occurrence of mercury; review of the draft Waste
  Discharge Requirements for the Project and support for the approvals and
  permitting process;
- $56,633 for detailed engineering for the heap leach pad and related site
  drainage for the Project and support for the approvals and permitting process;
- $10,891 for quarterly water sampling and analysis;
- $12,101 for ongoing work done by a registered land surveyor on the status
  of mining claims;
- $7,016 to a local contractor for ongoing cleanup, security checks and
  maintenance work on site;
- $4,440 to an independent engineer for ongoing site support;
- $13,561 for detailed engineering for the workshop and warehouse for the
  Project;
- $6,825 for detailed engineering for the assay laboratory for the Project;
- $220,898 for legal fees incurred for ongoing work on the SEIR;
- $35,657 for legal fees related to the acquisition of property;
- $16,766 for general corporate legal fees;
- $68,763 for ongoing work by the Kern County Planning Department and Kern
  County Engineering & Survey Services on the SEIR;
- $24,494 for preparing promotional material and seeking public support for
  the Project;
- C$61,020 for an evaluation of the power supply and the design of a
  sub-station for the Project;
- C$26,766 for ongoing mine design and drafting support;
- C$53,634 for general corporate legal fees;
- C$9,775 for preparing financial statements and
- C$45,973 for audit fees and for preparing tax returns.

Interest income of $342 (2009 - $471) was lower by $129 as
there was less cash on deposit and interest rates remained low during the
quarter. There was no interest expense during the quarter.

The Company incurred a net loss of $1,361,022 (or $0.02 per
share) during the quarter as compared to a net loss of $696,214 (or $0.01 per
share) during the second quarter of 2009.

---

Summary of Quarterly Results

Results for the eight most recent quarters are set out in the
table below.

Results for the quarter
      ending on:
    June 30, 2010
    March 31, 2010
    Dec. 31, 2009
    Sept. 30, 2009Item
    $
    $
    $
    $Revenue Net (income) loss for the
      quarter Net loss per share
    Nil 1,361,022 0.02
    Nil 366,174 0.00
    Nil 797,335 0.01
    Nil 427,616 0.01


Results for the quarter
      ending on:
    June 30, 2009
    March 31, 2009
    Dec. 31, 2008
    Sept. 30, 2008Item
    $
    $
    $
    $Revenue Net loss for the quarter Net
      loss per share
    Nil 696,214 0.01
    Nil 498,277 0.01
    Nil 1,223,439 0.01
    Nil 923,380 0.01


The results of operations can vary from quarter to quarter
depending upon the nature, timing and cost of activities undertaken during the
quarter and whether or not the Company incurs gains or losses on foreign
exchange, grants stock options or makes adjustments on quarterly or annual
financial statements.

Reclamation Financial Assurance and Asset Retirement
Obligation

The Company provided reclamation financial assurance in the
form of an Irrevocable Payment Bond Certificate with Union Bank of California in
the amount of $286,653 on October 21, 2009 for 2010. The financial assurance is
reassessed annually and the estimate for reclamation of historical disturbances
on the property is $283,809 for 2011.

The asset retirement obligation accrual is estimated at
$185,554 and this is shown as a liability on the consolidated balance sheet. The
actual obligation could differ materially from these estimates.

Advance Minimum Royalties

Advance minimum royalties of $86,228 were paid to landholders
in the second quarter of 2010.

A mining lease agreement with one group of landholders expired
in 2004 and the Company has prepared a new mining lease agreement for discussion
with the group of landholders.

Mining lease agreements with groups of landholders expired in
June and July of 2010 and discussions are under way with these groups of
landholders for an extension of the agreements.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Stock Option Plan

The Companys current stock option plan (the Plan) was
adopted by management of the Company in 2008 and approved by shareholders of the
Company in 2009. The Plan provides a fixed number of 7,200,000 common shares of
the Company that may be issued pursuant to the grant of stock options. The
exercise price of stock options granted under the Plan shall be determined by
the Companys Board of Directors, but shall not be less than the volume weighted
average trading price of the Companys shares on the Toronto Stock Exchange for
the five trading days immediately prior to the date of the grant. The expiry date of a stock option shall be the date so fixed by the
Board subject to a maximum term of five years. The Plan provides that stock
options will terminate on the earlier of the expiry of the term and (i) 12
months from the date an option holder dies, (ii) 90 days from the date from the
date the option holder ceases to act as a director or officer of the Company, or
(iii) 60 days from the date the option holder ceases to be employed, or engaged
as a consultant, by the Company.

---

The Company granted 1,950,000 stock options to directors,
officers and consultants of the Company pursuant to the Plan on January 28,
2009. The options are exercisable at a price of C$0.26 per share for a period of
5 years from the date of grant. The Company also granted 50,000 stock options to
a consultant of the Company pursuant to the Plan on April 19, 2010. The options
are exercisable at a price of C$1.24 per share for a period of 5 years from the
date of grant.

Transactions with Related Parties

Mr. H. Lutz Klingmann was paid C$36,690 (2009 - C$33,510) for
services as President and Mr. Chester Shynkaryk was paid C$4,500 (2009 -
C$4,500) for consulting services to the Company during the quarter

There were no other related party transactions during the
quarter ended June 30, 2010.

The Company amended a consulting services agreement originally
entered into in 2004 with Mr. H. Lutz Klingmann, the President of the Company,
in May of 2010. Under the original agreement, upon receipt by the Company of a
bankable feasibility study and the decision to place the Property into
commercial production, a bonus of 150,000 common shares would be issued and upon
commencement of commercial production on the Property, a bonus of 150,000 common
shares would be issued. Pursuant to the amended agreement, an alternative
300,000 bonus shares would be issuable upon a change of control transaction or
upon a sale of all or substantially all of the Companys assets, having a value
at or above one dollar per share of the Company, with a further 300,000 bonus
shares being issuable in the event the change of control transaction or asset
sale occurred at a value at or above $1.50 per share. As at June 30, 2010, the
milestones had not been reached and no accrual was made in connection with these
arrangements.

Fair Value of Financial Instruments

The carrying amount reported in the balance sheets for cash and
cash equivalents, receivables, accounts payable and accrued expenses
approximates fair value because of the immediate or short-term maturity of these
financial instruments. The company does not hold any bank or non-bank
asset-backed commercial paper. The fair value of the reclamation financial
assurance approximates carrying value because the stated interest rate reflects
recent market conditions. It is the opinion of management that the Company is
not exposed to significant interest, currency or credit risk arising from the
use of these financial instruments.

Private Placement

The Company completed a non-brokered private placement with
Gammon Gold Inc. on June 1, 2010, whereby Gammon Gold acquired 5,000,000 units
of the Company at a price of C$1.60 per unit for total proceeds of $7,634,316
(C$8,000,000). Each unit consists of one common share, one quarter of one Class
A Warrant, and one quarter of one Class B Warrant. Each Class A Warrant entitles
Gammon Gold to purchase a common share at a price of C$1.75 for a period of 18
months from the closing date. Each Class B Warrant entitles Gammon Gold to
purchase one common share at a price of C$2.00 for a period of 18 months from
the closing date.

Subject to certain conditions, Gammon Gold Inc. was granted the
right to participate in future financings to maintain its equity position in the
Company.

---

Liquidity and Capital Resources

The Company held $8,431,472 in cash and cash equivalents on
June 30, 2010.

The Company has no long-term debt.

Management plans to control costs and does not expect that
additional cash will be required beyond cash currently on hand for ongoing work
on approvals and permits for the Project, for paying advance minimum royalties,
for additional property purchases, for detailed engineering of facilities for
the Project and ongoing work on site, and for general corporate purposes to the
end of 2010.

Outstanding Share Data

The number of shares issued and outstanding and the fully
diluted share position are set out in the table below.

Golden Queen Mining Co. Ltd.

|                                                        |  | No. of     |  |  |                      |  |  |                      | 
|------------------------------------------------------- |  | ---------- |  |  | -------------------- |  |  | -------------------- | 
|Item                                                    |  | Shares     |  |  |                      |  |  |                      | 
|Shares issued and outstanding on Dec. 31, 2009          |  | 88,378,383 |  |  |                      |  |  |                      | 
|Shares issued pursuant to the exercise of stock options |  | 700,000    |  |  |                      |  |  |                      | 
|Shares issued and outstanding on March 31, 2010         |  | 89,078,383 |  |  |                      |  |  |                      | 
|Gammon Gold Inc. private placement                      |  | 5,000,000  |  |  |                      |  |  |                      | 
|Shares issued and outstanding on June 30, 2010          |  | 94,078,383 |  |  | Exercise Price       |  |  | Expiry Date          | 
|Gammon Gold Inc. warrants                               |  | 2,500,000  |  |  | C1.75 & C2.00        |  |  | 1/12/2011            | 
|Director and employee stock options                     |  | 1,200,000  |  |  | C$0.77               |  |  | 20/04/11             | 
|                                                        |  |            |  |  | C$0.26 &             |  |  | 28/01/14 &           | 
|Director and employee stock options                     |  | 2,000,000  |  |  | C1.24                |  |  | 19/04/15             | 
|Shares to be issued as a finders fee                    |  | 100,000    |  |  | Not
      Applicable |  |  | Not
      Applicable | 
|Fully diluted on June 30, 2009                          |  | 99,878,383 |  |  |                      |  |  |                      | 

The company's authorized share capital is 100,000,000 common
shares with no par value.

Outlook

The Company plans to put the Project into production as an open
pit heap leach operation and to construct facilities to process ore at a rate of
4.5 million tonnes (5.0 million tons) per year and these have been reduced from
the earlier planned mining rates. Projected life of the open pit heap leach
operation has increased from 7 years to 12 years. The Company also plans to
produce and sell aggregate for up to 30 years. These plans are subject to
management making a production decision.

Management is evaluating financing options with a view to
making a production decision as soon as all approvals and permits have been
secured.

If approvals and permits are secured for the Project and a
production decision is made, the Company will need significant additional
financing to develop the Project into an operating mine. Capital costs for
mining projects are increasing rapidly and the Company is currently
re-estimating these costs. The Company believes that financing for the Project
can be secured if gold and silver prices remain at or above $600.00/oz and
$12.50/oz respectively and these are the prices used for the feasibility study
base case cash flow projections that were released on December 14, 2007. Gold
and silver prices averaged $972.35/oz and $14.67/oz in 2009 and closing prices
on August 12, 2010 were $1,213.00/oz and $18.03/oz respectively.

It is not expected that the Company will hedge any of its gold
or silver production.

---

The ability of the Company to put the Project into production
is subject to numerous risks, certain of which are disclosed in the Companys
latest Form 10-K filing with the SEC. Readers should evaluate the Companys
prospects in light of these and other risk factors.

Special Meeting of Shareholders

The Company has issued a notice of a special meeting of
shareholders to be held on September 1, 2010 for the purpose of seeking the
approval of shareholders to the following special resolutions, (a) the removal
of the Pre-existing Company Provisions (as defined in the Business
Corporations Act(British Columbia)); (b) the adoption of new Articles of
the Company; and (c) the change in the authorized capital of the Company from
100,000,000 to 150,000,000 common shares, all without par value.

Application of Critical Accounting Estimates

The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

The financial statements have, in managements opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:

Mineral Property and Exploration Costs

Exploration costs are expensed as incurred. Development costs
are expensed until it has been established that a mineral deposit is
commercially mineable and a production decision has been made by the Company to
implement a mining plan and develop a mine, at which point the costs
subsequently incurred to develop the mine on the property prior to the start of
mining operations are capitalized.

The Company capitalizes the cost of acquiring mineral property
interests, including undeveloped mineral property interests, until the viability
of the mineral interest is determined. Capitalized acquisition costs are
expensed if it is determined that the mineral property has no future economic
value. Exploration stage mineral interests represent interests in properties
that are believed to potentially contain (i) other mineralized material such as
measured, indicated or inferred resources with insufficient drill hole spacing
to qualify as proven and probable mineral reserves and (ii) other mine-related
or green field exploration potential that are not an immediate part of measured
or indicated resources. The Companys mineral rights are generally enforceable
regardless of whether or not proven and probable reserves have been established.
The Company has the ability and intent to renew mineral rights where the
existing term is not sufficient to recover undeveloped mineral interests.

Capitalized amounts (including capitalized development costs)
are also written down if future cash flows, including potential sales proceeds,
related to the mineral property are estimated to be less than the propertys
total carrying value. Management reviews the carrying value of each mineral
property periodically, and, whenever events or changes in circumstances indicate
that the carrying value may not be recoverable, makes the necessary adjustments.
Reductions in the carrying value of a property would be recorded to the extent
that the total carrying value of the mineral property exceeds its estimated fair
value. A write down of $167,898 in mineral property interests was recorded for
the year ended December 31, 2009.

---

Asset Retirement Obligations

In accordance with the Accounting for Asset Retirement
Obligations, the fair value of an asset retirement cost, and corresponding
liability, should be recorded as part of the cost of the related long-lived
asset and subsequently allocated to expense using a systematic and rational
method. The Company has recorded an asset retirement obligation to reflect its
legal obligations related to future abandonment of its mineral property using
estimated expected cash flow associated with the obligation and discounting the
amount using a credit-adjusted, risk-free interest rate. At least annually, the
Company reassesses the obligation to determine whether or not a change in any
estimated obligation is necessary. The asset retirement obligation recorded as a
liability on the Consolidated Balance Sheet is $185,554 as at June 30, 2010.

Recently Issued Accounting Standards

A summary of Recently Issued Accounting Standards is provided
in Item 7 of the Companys latest Form 10-K filing with the SEC.

Qualified Person and Caution With Respect to
Forward-looking Statements

Mr. H. Lutz Klingmann, P.Eng., the president of the Company, is
a qualified person for the purposes of National Instrument 43-101 and has
reviewed and approved the technical information in this report.

This report contains certain forward-looking statements, which
relate to the intent, belief and current expectations of the Companys
management. These forward-looking statements are based upon numerous assumptions
that involve risks and uncertainties and other factors that may cause actual
results to differ materially from those indicated by such forward-looking
statements. Such factors include among other things the receipt of required
approvals and permits, the costs of and availability of sufficient capital to
fund the projects to be undertaken by the Company, commodity prices and other
factors. Readers are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date the statements were
made.

Caution to U.S. Investors

Management advises U.S. investors that while the terms
measured resources, indicated resources and inferred resources are
recognized and required by Canadian regulations, the U.S. Securities and
Exchange Commission does not recognize these terms. U.S. investors are cautioned
not to assume that any part or all of the material in the mineral resource
categories will be converted into mineral reserves. References to such terms are
contained in the Companys Form 10-K and other publicly available filings.

Additional Information

Further information on Golden Queen Mining Co. Ltd. is
available on the SEDAR web site at www.sedar.com and on the Companys web
site at www.goldenqueen.com.

Item 4. Controls and Procedures

Managements Evaluation of Disclosure Controls and
Procedures

Management, including the principal executive officer who is
also our principal financial officer, evaluated the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))
as of the end of the period covered by this report. Based on that evaluation,
management concluded that as of the end of the period covered by this report,
our disclosure controls and procedures were not effective, including those
necessary to ensure that information required to be disclosed in reports filed
or submitted with the SEC (i) is recorded, processed, and reported within the
time periods specified by the SEC, and (ii) is accumulated and communicated to
management, including our principal executive officer and principal financial officer, as appropriate to
allow for timely decisions regarding required disclosure. The conclusion that
our disclosure controls and procedures are not effective is due to the inherent
limitation of a lack of segregation of duties noted above.

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There have been no changes in our internal controls over
financial reporting that occurred during this period that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.

Managements Report on Internal Control over Financial
Reporting

Management is responsible for establishing and maintaining
effective internal control over financial reporting as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934. The Companys internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with US generally accepted
accounting principles.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Companys internal
control over financial reporting as of December 31, 2009 using the criteria set
forth in Internal Control  Integrated Frameworkissued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on this
assessment, management believes that, as of June 30, 2010 the Companys internal
control over financial reporting was effective based on those criteria.

The Companys annual report does not include an attestation
report of the Companys registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to
attestation by the Companys registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only managements report in the annual report.

PART II  OTHER INFORMATION

|Item 6. | Exhibits                                                                                               
|------- | -------------------------------------------------------------------------------------------------------
|        |                                                                                                        
|31.1    | Certification Pursuant to Rule
      13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934
|        |                                                                                                        
|32.1    | Section 1350 Certification of
  the Principal Executive Officer and Principal Financial Officer        

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date: August 13, 2010

| | GOLDEN QUEEN MINING CO. LTD.
| | ----------------------------
| | (Registrant)                
| |                             
| |                             
| | By:                         
| |                             
| |                             
| |                             

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