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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 March 31,
2011

[   ] 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) No.) | (IRS Employer Identification)

6411 Imperial AvenueWest 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 May 13, 2011 the registrants outstanding common stock consisted
  of95,428,380 shares.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Financial StatementsMarch
    31, 2011(Unaudited - US dollars)

1

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GOLDEN QUEEN MINING CO. LTD. (an exploration stage
      company)Interim Consolidated Balance Sheets(Unaudited)(US dollars)

|                                                                                                                                                                                                                                                                                                                                                                                     |   | March 31,   |   |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------- | - | - | ------------ | -
|                                                                                                                                                                                                                                                                                                                                                                                     |   | 2011        |   |   | 2010         |  
|Assets                                                                                                                                                                                                                                                                                                                                                                               |   |             |   |   |              |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Current assets:                                                                                                                                                                                                                                                                                                                                                                      |   |             |   |   |              |  
|Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                            | $ | 6,103,689   |   | $ | 6,967,465    |  
|Receivables                                                                                                                                                                                                                                                                                                                                                                          |   | 52,776      |   |   | 42,796       |  
|Prepaid expenses and
      other current assets                                                                                                                                                                                                                                                                                                                                      |   | 22,840      |   |   | 40,103       |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Total current assets                                                                                                                                                                                                                                                                                                                                                                 |   | 6,179,305   |   |   | 7,050,364    |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Property and equipment, net                                                                                                                                                                                                                                                                                                                                                          |   | 315,857     |   |   | 318,326      |  
|Reclamation financial
      assurance                                                                                                                                                                                                                                                                                                                                                |   | 286,653     |   |   | 286,653      |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Total Assets                                                                                                                                                                                                                                                                                                                                                                         | $ | 6,781,815   |   | $ | 7,655,343    |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Liabilities and Capital Deficit                                                                                                                                                                                                                                                                                                                                                      |   |             |   |   |              |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Current liabilities:                                                                                                                                                                                                                                                                                                                                                                 |   |             |   |   |              |  
|Accounts
      payable                                                                                                                                                                                                                                                                                                                                                               | $ | 227,894     |   | $ | 319,675      |  
|Accrued liabilities                                                                                                                                                                                                                                                                                                                                                                  |   | 15,470      |   |   | 62,839       |  
|Advance
      minimum royalties                                                                                                                                                                                                                                                                                                                                                      |   | 9,206       |   |   | 17,108       |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Total current
      liabilities                                                                                                                                                                                                                                                                                                                                                      |   | 252,570     |   |   | 399,622      |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Asset retirement
      obligations                                                                                                                                                                                                                                                                                                                                                   |   | 197,900     |   |   | 193,545      |  
|Derivative liability (Note 6)                                                                                                                                                                                                                                                                                                                                                        |   | 9,989,928   |   |   | 10,389,768   |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Total Liabilities                                                                                                                                                                                                                                                                                                                                                                    |   | 10,440,398  |   |   | 10,982,935   |  
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Capital Deficit:                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Preferred
      shares, no par value, 3,000,000 shares
      authorized; 
                   
      no shares
      outstanding 
               Common
      shares, no par value, 150,000,000 shares
      authorized; 
                 
      March 31, 2011  94,378,383; (December 31, 2010 -
      94,228,383) 
                 
      shares issued and outstanding (Note 3) |   | 56,456,639  |   |   | 56,339,823   |  
|Additional paid-in capital                                                                                                                                                                                                                                                                                                                                                           |   | 4,057,643   |   |   | 3,784,582    |  
|Deficit accumulated
      during the exploration stage                                                                                                                                                                                                                                                                                                                               |   | (64,172,865 | ) |   | (63,451,997  | )
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Total Capital Deficit                                                                                                                                                                                                                                                                                                                                                                |   | (3,658,583  | ) |   | (3,327,592   | )
|                                                                                                                                                                                                                                                                                                                                                                                     |   |             |   |   |              |  
|Total Liabilities and Capital Deficit                                                                                                                                                                                                                                                                                                                                                | $ | 6,781,815   |   | $ | 7,655,343    |  

Basis of presentation and ability to continue as a going
  concern (Note 1)
  Subsequent event (Note 3) 
  Commitments and contingencies (Note 4)

Approved by the Directors:

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

See Notes to Unaudited Interim Consolidated Financial
  Statements.

2

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GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statements of Loss and Comprehensive
    Loss(Unaudited)(US dollars)

|                                                                               |   |                |   |   |                |   |   | Cumulative    |  
|------------------------------------------------------------------------------ | - | -------------- | - | - | -------------- | - | - | ------------- | -
|                                                                               |   |                |   |   |                |   |   | Amounts From  |  
|                                                                               |   |                |   |   |                |   |   | Date of       |  
|                                                                               |   |                |   |   |                |   |   | Inception     |  
|                                                                               |   |                |   |   |                |   |   | (November 21, |  
|                                                                               |   | Three Months   |   |   | Three Months   |   |   | 1985) Through |  
|                                                                               |   | Ended          |   |   | Ended          |   |   | March 31,     |  
|                                                                               |   | March 31, 2011 |   |   | March 31, 2010 |   |   | 2011          |  
|                                                                               |   |                |   |   |                |   |   |               |  
|General and administrative expenses                                            | $ | (484,910       | ) | $ | (567,712       | ) | $ | (23,503,446   | )
|Asset impairment loss                                                          |   | (370,956       | ) |   | -              |   |   | (32,639,984   | )
|Adjustment to asset retirement obligation
      changes in cash flow estimates |   | -              |   |   | -              |   |   | 223,583       |  
|Accretion expense                                                              |   | (4,355         | ) |   | (3,995         | ) |   | (75,717       | )
|Decrease (increase) in fair value of
      derivative liability                |   | 126,779        |   |   | 244,762        |   |   | (8,543,927    | )
|Gain on settlement of debt                                                     |   | -              |   |   | -              |   |   | 136,627       |  
|Abandoned mineral property interests                                           |   | -              |   |   | -              |   |   | (277,251      | )
|                                                                               |   |                |   |   |                |   |   |               |  
|                                                                               |   | (733,442       | ) |   | (326,945       | ) |   | (64,680,115   | )
|Interest expense                                                               |   | -              |   |   | -              |   |   | (913,098      | )
|Interest income                                                                |   | 12,574         |   |   | 640            |   |   | 1,644,194     |  
|                                                                               |   |                |   |   |                |   |   |               |  
|Net loss and comprehensive loss for the
      period                           | $ | (720,868       | ) | $ | (326,305       | ) | $ | (63,949,019   | )
|                                                                               |   |                |   |   |                |   |   |               |  
|Loss per share, basic and diluted                                              | $ | (0.01          | ) | $ | (0.00          | ) |   |               |  
|                                                                               |   |                |   |   |                |   |   |               |  
|Weighted average number of common shares
      outstanding                     |   | 94,310,605     |   |   | 88,911,716     |   |   |               |  

See Notes to Unaudited Interim Consolidated Financial
  Statements. 
  3

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GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statements of Changes in Shareholders
    Equity (Capital Deficit)(Unaudited)(US dollars)

|From the Date of Inception (November 21, 
      1985)
      through March 31, 2011 |  | Common 
    Shares |  |   | Amount     |  |   | Stock 
    Subscription |  |   | Additional 
      Paid-in 
    Capital |  |   | Deficit 
      Accumulated 
      During the 
    Exploration Stage |   |   | Total 
      Shareholders
      Equity (Capital 
    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 Unaudited Interim Consolidated Financial
  Statements.

4

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statements of Changes in Shareholders
          Equity (Capital Deficit)(Unaudited)(US dollars)

|From the Date of Inception (November 21, 
      1985)
      through March 31, 2011 |  | Common 
    Shares |  |   | Amount     |  |   | Stock 
    Subscription |   |   | Additional 
    Paid-in Capital |   |   | Deficit 
      Accumulated 
      During the 
    Exploration Stage |   |   | Total 
      Shareholders
      Equity (Capital 
    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 Unaudited Interim Consolidated Financial
  Statements.

5

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statements of Changes in Shareholders
          Equity (Capital Deficit)(Unaudited)(US dollars)

|From the Date of Inception (November 21, 
      1985)
      through March 31, 2011 |  | Common 
    Shares |  |   | Amount     |  |   | Stock 
    Subscription |  |   | Additional 
    Paid-in Capital |  |   | Deficit 
      Accumulated 
      During the 
    Exploration Stage |   |   | Total 
      Shareholders
      Equity (Capital 
    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 Unaudited Interim Consolidated Financial
  Statements.

6

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statement of Changes in Shareholders
          Equity (Capital Deficit)(Unaudited)(US dollars)

|From the Date of Inception (November 21, 
      1985)
      through March 31, 2011 |  | Common 
    Shares |  |   | Amount     |   |   | Stock 
    Subscription |  |   | Additional Paid-in Capital |   |   | Deficit 
      Accumulated 
      During the 
    Exploration Stage |   |   | Total 
      Shareholders
      Equity (Capital 
    Deficit) |  
|---------------------------------------------------------------------------------- |  | ------------------ |  | - | ---------- | - | - | ----------------------- |  | - | -------------------------- | - | - | ------------------------------------------------------------------- | - | - | -------------------------------------------------------------- | -
|                                                                                   |  |                    |  |   |            |   |   |                         |  |   |                            |   |   |                                                                     |   |   |                                                                |  
|Balance carried forward from
      previous page                                   |  | 85,640,883         |  | $ | 48,677,903 |   | $ | -                       |  | $ | 3,837,117                  |   | $ | (49,417,584                                                         | ) | $ | 3,097,436                                                      |  
|                                                                                   |  |                    |  |   |            |   |   |                         |  |   |                            |   |   |                                                                     |   |   |                                                                |  
|Cumulative effect of change
      in accounting principle                          |  | -                  |  |   | -          |   |   | -                       |  |   | (863,402                   | ) |   | 464,255                                                             |   |   | (399,147                                                       | )
|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                                                        |  
|Reclassification of derivative liability on
      the exercise of stock options    |  | -                  |  |   | -          |   |   | -                       |  |   | 156,834                    |   |   | -                                                                   |   |   | 156,834                                                        |  
|Net loss for the year                                                              |  | -                  |  |   | -          |   |   | -                       |  |   | -                          |   |   | (4,514,742                                                          | ) |   | (4,514,742                                                     | )
|                                                                                   |  |                    |  |   |            |   |   |                         |  |   |                            |   |   |                                                                     |   |   |                                                                |  
|Balance, December 31, 2009                                                         |  | 88,378,383         |  |   | 50,205,634 |   |   | -                       |  |   | 3,130,549                  |   |   | (53,468,071                                                         | ) |   | (131,888                                                       | )
|                                                                                   |  |                    |  |   |            |   |   |                         |  |   |                            |   |   |                                                                     |   |   |                                                                |  
|Issuance of common shares
      through exercise of options                        |  | 850,000            |  |   | 272,156    |   |   | -                       |  |   | -                          |   |   | -                                                                   |   |   | 272,156                                                        |  
|Reclassification of derivative liability on
      the exercise of stock options    |  | -                  |  |   | -          |   |   | -                       |  |   | 654,033                    |   |   | -                                                                   |   |   | 654,033                                                        |  
|Issuance of common shares
      through private placement                          |  | 5,000,000          |  |   | 5,907,798  |   |   | -                       |  |   | -                          |   |   | -                                                                   |   |   | 5,907,798                                                      |  
|Share issuance costs                                                               |  | -                  |  |   | (45,765    | ) |   | -                       |  |   | -                          |   |   | -                                                                   |   |   | (45,765                                                        | )
|Net loss for the year                                                              |  | -                  |  |   | -          |   |   | -                       |  |   | -                          |   |   | (9,983,926                                                          | ) |   | (9,983,926                                                     | )
|                                                                                   |  |                    |  |   |            |   |   |                         |  |   |                            |   |   |                                                                     |   |   |                                                                |  
|Balance, December 31, 2010                                                         |  | 94,228,383         |  |   | 56,339,823 |   |   | -                       |  |   | 3,784,582                  |   |   | (63,451,997                                                         | ) |   | (3,327,592                                                     | )
|                                                                                   |  |                    |  |   |            |   |   |                         |  |   |                            |   |   |                                                                     |   |   |                                                                |  
|Issuance of common shares
      through exercise of options (Note 3)               |  | 150,000            |  |   | 116,816    |   |   | -                       |  |   | -                          |   |   | -                                                                   |   |   | 116,816                                                        |  
|Reclassification of derivative liability on
      exercise of stock options        |  | -                  |  |   | -          |   |   | -                       |  |   | 273,061                    |   |   | -                                                                   |   |   | 273,061                                                        |  
|Net loss for the period                                                            |  | -                  |  |   | -          |   |   | -                       |  |   | -                          |   |   | (720,868                                                            | ) |   | (720,868                                                       | )
|                                                                                   |  |                    |  |   |            |   |   |                         |  |   |                            |   |   |                                                                     |   |   |                                                                |  
|Balance, March 31, 2011                                                            |  | 94,378,383         |  | $ | 56,456,639 |   | $ | -                       |  | $ | 4,057,643                  |   | $ | (64,172,865                                                         | ) | $ | (3,658,583                                                     | )

See Notes to Unaudited Interim Consolidated Financial
  Statements.

7

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statements of Cash Flows(Unaudited)(US dollars)

|                                                                                        |   |              |   |   |              |   |   | Cumulative        |  
|--------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------------- | -
|                                                                                        |   |              |   |   |              |   |   | Amounts From      |  
|                                                                                        |   |              |   |   |              |   |   | Date of Inception |  
|                                                                                        |   | Three Months |   |   | Three Months |   |   | (November 21,     |  
|                                                                                        |   | Ended        |   |   | Ended        |   |   | 1985) Through     |  
|                                                                                        |   | March 31,    |   |   | March 31,    |   |   | March 31,         |  
|                                                                                        |   | 2011         |   |   | 2010         |   |   | 2011              |  
|                                                                                        |   |              |   |   |              |   |   |                   |  
|Operating activities:                                                                   |   |              |   |   |              |   |   |                   |  
|Net loss for the period                                                                 | $ | (720,868     | ) | $ | (326,305     | ) | $ | (63,949,019       | )
|Adjustments to reconcile net loss to cash
      used in operating activities:           |   |              |   |   |              |   |   |                   |  
|Asset impairment loss                                                                   |   | 370,956      |   |   | -            |   |   | 32,639,984        |  
|Abandoned mineral property interests                                                    |   | -            |   |   | -            |   |   | 277,251           |  
|Amortization and depreciation                                                           |   | 2,469        |   |   | 1,485        |   |   | 472,389           |  
|Amortization of debt discount                                                           |   | -            |   |   | -            |   |   | 375,000           |  
|Adjustment to asset retirement
      obligation based on changes in cash flow estimates |   | -            |   |   | -            |   |   | (223,583          | )
|Accretion expense                                                                       |   | 4,355        |   |   | 3,995        |   |   | 75,717            |  
|Change in fair value of
      derivative liability                                      |   | (126,779     | ) |   | (244,762     | ) |   | 8,543,927         |  
|Gain on disposition of property and equipment                                           |   | -            |   |   | -            |   |   | (10,032           | )
|Stock option compensation                                                               |   | -            |   |   | -            |   |   | 1,416,448         |  
|Financing charges related to modification of
      warrants                             |   | -            |   |   | -            |   |   | 889,117           |  
|Mineral property expenditures                                                           |   | -            |   |   | -            |   |   | (22,395,449       | )
|Changes in assets and liabilities:                                                      |   |              |   |   |              |   |   |                   |  
|Receivables                                                                             |   | (9,980       | ) |   | (6,329       | ) |   | (52,776           | )
|Prepaid expenses and other current assets                                               |   | 17,263       |   |   | 7,305        |   |   | (109,750          | )
|Accounts payable and accrued
      liabilities                                          |   | (139,150     | ) |   | 28,435       |   |   | 283,281           |  
|Advance minimum royalties                                                               |   | (7,902       | ) |   | -            |   |   | 9,206             |  
|                                                                                        |   |              |   |   |              |   |   |                   |  
|Cash used in operating activities                                                       |   | (609,636     | ) |   | (536,176     | ) |   | (41,758,289       | )
|                                                                                        |   |              |   |   |              |   |   |                   |  
|Investing activities:                                                                   |   |              |   |   |              |   |   |                   |  
|Purchase of mineral properties                                                          |   | (370,956     | ) |   | -            |   |   | (8,307,748        | )
|Deposits on mineral properties                                                          |   | -            |   |   | -            |   |   | (1,017,551        | )
|Purchase of reclamation bonds                                                           |   | -            |   |   | -            |   |   | (286,653          | )
|Purchase of property and equipment                                                      |   | -            |   |   | -            |   |   | (1,434,367        | )
|Proceeds from sale of property
      and equipment                                      |   | -            |   |   | -            |   |   | 47,153            |  
|                                                                                        |   |              |   |   |              |   |   |                   |  
|Cash used in investing activities                                                       |   | (370,956     | ) |   | -            |   |   | (10,999,166       | )
|                                                                                        |   |              |   |   |              |   |   |                   |  
|Financing activities:                                                                   |   |              |   |   |              |   |   |                   |  
|Borrowing under long-term debt                                                          |   | -            |   |   | -            |   |   | 3,918,187         |  
|Payment of long-term debt                                                               |   | -            |   |   | -            |   |   | (2,105,905        | )
|Proceeds from convertible debt                                                          |   | -            |   |   | -            |   |   | 440,000           |  
|Issuance of common shares for
      cash                                                |   | -            |   |   | -            |   |   | 28,871,618        |  
|Share issuance costs                                                                    |   | -            |   |   | -            |   |   | (733,866          | )
|Issuance of special warrants                                                            |   | -            |   |   | -            |   |   | 18,091,667        |  
|Issuance of common shares upon exercise of
      stock options                          |   | 116,816      |   |   | 234,113      |   |   | 678,562           |  
|Issuance of common shares upon
      exercise of warrants                               |   | -            |   |   | -            |   |   | 9,700,881         |  
|                                                                                        |   |              |   |   |              |   |   |                   |  
|Cash provided by financing activities                                                   |   | 116,816      |   |   | 234,113      |   |   | 58,861,144        |  
|                                                                                        |   |              |   |   |              |   |   |                   |  
|Net change in cash and cash equivalents                                                 |   | (863,776     | ) |   | (302,063     | ) |   | 6,103,689         |  
|                                                                                        |   |              |   |   |              |   |   |                   |  
|Cash and cash equivalents, beginning
      balance                                      |   | 6,967,465    |   |   | 2,433,202    |   |   | -                 |  
|                                                                                        |   |              |   |   |              |   |   |                   |  
|Cash and cash equivalents, ending balance                                               | $ | 6,103,689    |   | $ | 2,131,139    |   | $ | 6,103,689         |  

See Notes to Unaudited Interim Consolidated Financial
  Statements.

8

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2011(Unaudited)(US dollars)

|1. | Basis of Presentation and Ability to Continue as a
      Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These unaudited 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 unaudited interim consolidated
      financial statements be read in conjunction with the audited consolidated
      financial statements of the Company for the year ended December 31, 2010
      and the notes thereto included in the Companys annual report for the year
      ended December 31, 2010. The Company follows the same accounting policies
      in the preparation of interim reports, except as disclosed under Note
      2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company has had no revenues from operations since
      inception and as at March 31, 2011 has a deficit of $64,172,865
      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 twelve 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These unaudited interim consolidated 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. The results for the
      three months ended March 31, 2011 are not necessarily indicative of the
      results expected for any subsequent quarter or for the year ending
      December 31, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Significant Accounting Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

9

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2011(Unaudited)(US dollars)

|2. | Significant Accounting Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Recent Accounting Pronouncements 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In January 2010, the FASB issued ASU 2010-5 Compensation
       Stock Compensation (Topic 718). This accounting standards update
      codifies EITF Topic D-110, Escrowed Share Arrangements and the Presumption
      of Compensation. When evaluating whether presumption of compensation has
      been overcome, registrants should consider the substance of the
      arrangement, including whether the arrangement was entered into for
      purposes unrelated to, and not contingent upon, continued employment. An
      escrowed share arrangement in which the shares are automatically forfeited
      if employment terminates is compensation. The adoption of the standard did
      not have an impact on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In April 2010, the FASB issued ASU 2010-13, Compensation
       Stock Compensation (Topic 718). The objective of this update is to
      address the classification of an employee share-based payment award with
      an exercise price denominated in the currency of a market in which the
      underlying equity security trades. It provides guidance on the
      classification of a share-based payment award as either equity or a
      liability. A share- based payment award that contains a condition that is
      not a market, performance or service condition is required to be
      classified as a liability. The amendments in this update are effective for
      fiscal years, and interim periods within those fiscal years, beginning on
      or after December 15, 2010. The amendments in this update should be
      applied by recording a cumulative-effect adjustment to the opening balance
      of retained earnings. The cumulative-effect adjustment should be
      calculated for all awards outstanding as of the beginning of the fiscal
      year in which the amendments are initially applied, as if the amendments
      had been applied consistently since the inception of the award. The
      adoption of the standard did not have an impact on the Companys financial
      statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the three-month period ended March 2011, 150,000
      stock options were exercised and the Company issued 150,000 common shares
      at C$0.77 per share for proceeds of $116,816 (C$115,500).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In September 2010, 50,000 stock options were exercised
      and the Company issued 50,000 common shares at C$0.26 per share for
      proceeds of $25,556 (C$26,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In October 2010, 100,000 stock options were exercised and
      the Company issued 100,000 common shares at C$0.26 per share for proceeds
      of $25,556 (C$26,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

10

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2011(Unaudited)(US dollars)

|3. | Share Capital(Continued)                                                                      
|-- | ----------------------------------------------------------------------------------------------
|   |                                                                                               
|   | Stock Options                                                                                 
|   |                                                                                               
|   | As of March 31, 2011, the Company has the following
      outstanding and exercisable options:

| |                                                              |  | Shares    |   |  | Price Range | 
| | ------------------------------------------------------------ |  | --------- | - |  | ----------- | 
| |                                                              |  |           |   |  |             | 
| | Options outstanding and exercisable January
      1, 2010    |  | 3,850,000 |   |  | C$0.44      | 
| | Granted                                                      |  | 50,000    |   |  | C$1.24      | 
| | Exercised                                                    |  | (850,000  | ) |  | C$0.33      | 
| |                                                              |  |           |   |  |             | 
| | Options outstanding and exercisable,
      December 31, 2010 |  | 3,050,000 |   |  | C$0.48      | 
| | Exercised                                                    |  | (150,000  | ) |  | C$0.77      | 
| |                                                              |  |           |   |  |             | 
| | Options outstanding and exercisable, March 31, 2011          |  | 2,900,000 |   |  | C$0.46      | 

The following table summarizes
  information about stock options outstanding at March 31, 2011:

Weighted-Weighted-
      
      AverageAverage
      
      Contractual LifeNumber
      
      Exercise Price
      
      (Years)
      
      Expiry Date1,050,000
      
      C$0.77
      
      0.05
      
      April 20, 20111,800,000
      
      C$0.26
      
      2.83
      
      January 28, 201450,000
      
      C$1.24
      
      4.05
      
      April 18, 20152,900,000
      
      C$0.46
      
      1.85


As at March 31, 2011, the aggregate
  intrinsic value of the outstanding exercisable options was $6,680,074 (December
  31, 2010 - $7,124,000). The total intrinsic value of 150,000 options (December
  31, 2010  850,000) exercised during the three months ended March 31, 2011 was
  approximately $273,300 (December 31, 2010 - $438,000).

There is no unamortized compensation
  expense as at March 31, 2011 as all the outstanding options vested at the grant
  date.

In April 2011, 1,050,000 stock options
  were exercised and the Company issued 1,050,000 common shares at C$0.77 per
  share for total proceeds of C$808,500.

11

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2011(Unaudited)(US dollars)

|3. | Share Capital(Continued)                                             
|-- | ---------------------------------------------------------------------
|   |                                                                      
|   | Warrants                                                             
|   |                                                                      
|   | The following is a summary of warrant status at March 31,
      2011:

| |                                            |  |           |  |  |                 |  |  | Weighted-   |  |  |                  | 
| | ------------------------------------------ |  | --------- |  |  | --------------- |  |  | ----------- |  |  | ---------------- | 
| |                                            |  |           |  |  | Weighted-       |  |  | Average     |  |  |                  | 
| |                                            |  |           |  |  | Average         |  |  | Contractual |  |  |                  | 
| |                                            |  |           |  |  | Exercise Price  |  |  | Life        |  |  |                  | 
| |                                            |  | Shares    |  |  | Per
      Share |  |  | (Years)     |  |  | Expiry Date      | 
| |                                            |  |           |  |  |                 |  |  |             |  |  |                  | 
| | Outstanding and exercisable,               |  |           |  |  |                 |  |  |             |  |  |                  | 
| | January 1, 2010                            |  | -         |  |  | -               |  |  | -           |  |  | -                | 
| | Issued:                                    |  |           |  |  |                 |  |  |             |  |  |                  | 
| | Class
      A                              |  | 1,250,000 |  |  | C$1.75          |  |  | 0.67        |  |  | December 1, 2011 | 
| | Class
      B                              |  | 1,250,000 |  |  | C$2.00          |  |  | 0.67        |  |  | December 1, 2011 | 
| |                                            |  |           |  |  |                 |  |  |             |  |  |                  | 
| | Outstanding and exercisable                |  |           |  |  |                 |  |  |             |  |  |                  | 
| | December 31, 2010 and March
      31, 2011 |  | 2,500,000 |  |  | C$1.88          |  |  | -           |  |  |                  | 

As at March 31, 2011 the aggregate
  intrinsic value of the outstanding exercisable warrants was approximately
  $2,385,000 (December 31, 2010 - $2,325,000).

12

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2011(Unaudited)(US dollars)

|4. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company is required to make advance minimum royalty
      payments related to its mineral properties. The total advance minimum
      royalty in year 2010 was $185,276 (December 31, 2009 - $174,196), of which
      $9,206 (December 31, 2010 - $17,108) was unpaid. The total advance minimum
      royalty owing for 2011 is expected to be approximately $272,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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 was not
      required to pay advance royalties during the two- year period until April
      23, 2008 and the Company would 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 payments,
      and paid the landowner $100,000 in 2009 and $100,000 in 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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 March 31, 2011,
      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 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
      C$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 C$1.50 per share. This agreement is for a
      term of three years and shall automatically renew for two years. As at
      March 31, 2011, the milestones had not been reached and no accrual was
      made in connection with these arrangements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Except as noted elsewhere in these consolidated financial
      statements, related party transactions are disclosed as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | For the three months ended March 31, 2011, $36,100 (2010
      - $34,500) was paid to Mr. H. L. Klingmann for services as President of
      the Company, and $4,600 (2010 - $4,300) was paid to Mr. Chester Shynkaryk
      for consulting services to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | All of the above transactions and balances are in the
      normal course of operations and are measured at the exchange
      amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

13

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2011(Unaudited)(US dollars)

|6. | Derivative Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the three months ended March 31, 2011, a total of
      150,000 stock options included in the derivative liability were exercised.
      Upon exercise of these options, the portion of the derivative liability
      that pertained to these options was re-measured and recorded at its fair
      value of $273,061. The Company measured the fair value of the derivative
      liability pertaining to the options exercised using the Black-Scholes
      option pricing model with the following range of assumptions: expected
      volatility  65.50% to 74.20%, expected life  0.08 to 0.24 years,
      risk-free discount rate  1.68% to 1.72%, dividend yield 
      0.00%.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the three months ended March 31, 2010, a total of
      700,000 stock options included in the derivative liability were exercised.
      Upon exercise of these options, the portion of the derivative liability
      that pertained to these options was re-measured and recorded at its fair
      value of $363,292. The Company measured the fair value of the derivative
      liability pertaining to the options exercised using the Black-Scholes
      pricing model with the following range of assumptions: expected volatility
       33% - 78%, expected life  0.01  0.06 years, risk-free discount rate 
      1.17% - 1.29%, dividend yield  0.00%.                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | As of March 31, 2011, the Company had re-measured the
      remaining outstanding options and determined the fair value of the
      derivative liability to be $7,179,749 (December 31, 2010 - $7,324,429)
      using the Black-Scholes option pricing model with the following
      assumptions:                                                                                                                                                                                                                                                                                                                                                                                                 

| |                                       | March 31, 2011    | December 31, 2010 
| | ------------------------------------- | ----------------- | ------------------
| |                                       |                   |                   
| | Risk-free interest rate               | 1.82% - 2.77%     | 1.52% - 2.41%     
| | Expected life of derivative liability | 0.05  4.05 years | 0.30 to 4.30 years
| | Expected volatility                   | 85.22% - 118.19%  | 69.88% - 118.22%  
| | Dividend rate                         | 0.00%             | 0.00%             

As of March 31, 2011, the Company
  re-measured outstanding warrants and determined the fair value of the derivative
  liability to be $2,810,179 (December 31, 2010 - $3,065,339) using the
  Black-Scholes option pricing model with the following assumptions:

| |                                       | March 31, 2011 | December 31, 2010
| | ------------------------------------- | -------------- | -----------------
| |                                       |                |                  
| | Risk-free interest rate               | 1.82%          | 1.67%            
| | Expected life of derivative liability | 0.67 years     | 0.92 years       
| | Expected volatility                   | 63.27%         | 73.32%           
| | Dividend rate                         | 0.00%          | 0.00%            

As of March 31, 2011, the changes of
  derivative liability for options and warrants are as follows:

| |                                                    |   | March 31, 2011 |   |   | December 31, 2010 |  
| | -------------------------------------------------- | - | -------------- | - | - | ----------------- | -
| | Balance, beginning of the period                   | $ | 10,389,768     |   | $ | 2,695,602         |  
| | Fair value of options granted                      |   | -              |   |   | 46,275            |  
| | Fair value of warrants issued                      |   | -              |   |   | 1,726,518         |  
| | Fair value of options exercised                    |   | (273,061       | ) |   | (654,033          | )
| | Change in fair value of options and
      warrants |   | (126,779       | ) |   | 6,575,406         |  
| | Balance, end of the period                         | $ | 9,989,928      |   | $ | 10,389,768        |  

14

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2011(Unaudited)(US dollars)

|7. | Supplemental Disclosure Cash Flows
      Disclosure
|-- | ---------------------------------------------------

| |                                                                            |   |                |  |   |                |  |   | Cumulative        | 
| | -------------------------------------------------------------------------- | - | -------------- |  | - | -------------- |  | - | ----------------- | 
| |                                                                            |   |                |  |   |                |  |   | Amounts From Date | 
| |                                                                            |   |                |  |   |                |  |   | of Inception      | 
| |                                                                            |   |                |  |   |                |  |   | (November 21,     | 
| |                                                                            |   | Period ended   |  |   | Period ended   |  |   | 1985) through     | 
| |                                                                            |   | March 31, 2011 |  |   | March 31, 2010 |  |   | March 31, 2011    | 
| |                                                                            |   |                |  |   |                |  |   |                   | 
| | Cash paid during year for:                                                 |   |                |  |   |                |  |   |                   | 
| | Interest                                                                   | $ | -              |  | $ | -              |  | $ | 1,192,911         | 
| | Income taxes                                                               | $ | -              |  | $ | -              |  | $ | -                 | 
| |                                                                            |   |                |  |   |                |  |   |                   | 
| | Non-cash financing and investing activities:                               |   |                |  |   | -              |  |   |                   | 
| | Reclassification
      of derivative liability for exercised stock options | $ | 273,061        |  | $ | 363,292        |  | $ | 1,083,928         | 
| | Stock option compensation                                                  | $ | -              |  | $ | -              |  | $ | 1,416,448         | 
| | Financing
      charges related to modification of warrants term           | $ | -              |  | $ | -              |  | $ | 889,117           | 
| | Exchange of notes
      for common shares                                  | $ | -              |  | $ | -              |  | $ | 1,727,282         | 
| | Exchange of note
      for future royalty payments                         | $ | -              |  | $ | -              |  | $ | 150,000           | 
| | Common shares
      issued for mineral property                            | $ | -              |  | $ | -              |  | $ | 304,811           | 
| | Mineral property
      acquired through the issuance of long-term debt     | $ | -              |  | $ | -              |  | $ | 1,084,833         | 
| | Common shares
      issued upon conversion of convertible debt             | $ | -              |  | $ | -              |  | $ | 414,917           | 
| | Asset retirement
      obligations                                         | $ | 4,355          |  | $ | 3,995          |  | $ | 197,900           | 

15

---

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 May 13, 2011
and should be read in conjunction with the consolidated financial statements of
the Company for the quarter ended March 31, 2011 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 U.S.$ unless otherwise noted.

The Soledad Mountain Project

The Company presented the results of the updated feasibility
study and economic analysis for its Soledad Mountain Project in a news release
on April 6, 2011. The updated feasibility study and economic analysis was
prepared by Norwest Corporation with input from independent consulting engineers
and management.

High Points

- A projected, all-inclusive, average cash cost per ounce of gold produced
  net of silver credits of $133/oz. Silver credits are based on $39.63/oz of
  silver.
- Major approvals and permits have been secured.
- Estimated development costs, net of lease financing of the mining
  equipment but including working capital, are $88.9million.
- The Project is serviced by existing infrastructure, accessible by state
  highway, and proximate to a local experienced workforce and housing.
- A relatively low waste to ore mining ratio of 1.85:1.

Cash Flow Analyses

The cash flow analyses in the updated feasibility study were
done on a constant dollar, pre-tax, all-equity basis. The study provides the
following economic estimates for the Project:

The Project has an indicated internal rate of return (IRR) on
capital employed of 83.7% . The net present value (NPV) is $722million with a
discount rate of 8.0% and the undiscounted, cumulative net cash flow is
approximately $1.16billion. The indicated contribution of gold and silver to
gross revenues is 77% and 23% respectively at current gold and silver prices
with an all-inclusive, average cash cost per ounce of gold produced, net of
silver credits, of $133/oz. Gold and silver prices used to model the cash flows
were $1,457.00 and $39.63 respectively, the London a.m. fix for precious metals
on April 6, 2011.

If gold and silver prices are reduced by 10% from current
levels, the indicated IRR is 74.1%, the NPV is $579million with a discount rate
of 8% and the undiscounted, cumulative net cash flow is $996million. The
all-inclusive, average cash cost per ounce of gold produced, net of silver
credits, increases from $133/oz to $157/oz at these lower gold and silver
prices.

When trailing 36-month average gold and silver prices of
$1061.25/oz and $17.78/oz respectively to the end of March 2011 are used to
model the cash flows, the indicated IRR is 51.6% before taxes, the NPV is
$343million with a discount rate of 8% and the undiscounted, cumulative net cash
flow is $617million. The all-inclusive, average cash cost per ounce of gold
produced, net of silver credits, increases further to $313/oz. The trailing
36-month average precious metals prices are accepted by the U.S. Securities And
Exchange Commission when reporting mineral reserves.

---

Overview

The Company plans to develop a gold-silver, open pit, heap leach operation on its Soledad Mountain property, located just outside the town of Mojave in Kern County in southern California. The Project will use conventional open pit mining methods and
the cyanide heap leach and Merrill-Crowe processes to recover gold and silver from crushed, agglomerated ore. The planned, average ore and waste mining rates are 4.9million tons and 9.1million tons per year with a waste to ore mining ratio of 1.85:1
for a combined mining rate of ore and waste of 14million tons per year.  Gold and silver production are projected to average 75,000oz and 950,000oz respectively per year although this is expected to fluctuate considerably from year to year depending
upon the ore head grades.  Gold and silver production is projected to be 936,332oz of gold and 10,426,654oz of silver over a period of approximately 13 years.

The Company is proceeding with or has completed detailed engineering designs for each of the key facilities to be constructed.

Infill Drill Program

The Company initiated an infill drill program in April of 2011, which was completed in early May of 2011.  Samples of mineralization recovered from the drilling have been submitted for analysis, with results expected by the end of May 2011.

The drill program was designed to test targets within the areas of the planned North-West and East open pits. A total of 9 holes were drilled within the North-West open pit area with a total length of 2,020 feet. The North-West open pit is the
planned location of the first phase of mining. A total of 11 holes were drilled within the East open pit area with a total length of 4,268 feet.

The objective of the drill program is to upgrade inferred resources to a level of assurance which would allow for re-classification as reserves. In addition, the drilling will confirm the design and location of access roads and test continuity of
mineralization, which typically has been excellent in most areas previously tested. The impact is expected to be a further lowering of mining ratios.

Aggregate

It is expected that a byproduct aggregate and construction materials business can be developed once the heap leach operation is in full production, based on the location of the Project in southern California with close proximity to major highways
and railway lines. The source of raw materials will be suitable quality waste rock specifically stockpiled for this purpose.  The waste rock can be classified into a range of products such as riprap, crushed stone and sand with little further
processing.  Test work done in the 1990s confirmed the suitability of waste rock as aggregate and construction material. The Company also plans to process and sell leached and rinsed residues from the heap leach operation for a range of uses to
local and regional markets. It is intended that these products will be sold over an extended mine life of 30 years, but no contributions from the sale of such products will be included in the cash flow projections until long term contracts for the
sales of these products are secured.

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 brief update.

Land Use - Conditional Use Permits

The Kern County Planning Commission unanimously approved the Project at its regularly scheduled meeting in Bakersfield on April 8, 2010.  All appeals that were subsequently filed against the Commission’s decision have been withdrawn and the
decision made by the Planning Commission is now

---

final.  The Planning Commission approved minor wording changes to the Conditions of Approval on October 28, 2010.

The State of California introduced backfilling requirements for certain types of open pit metal mines in December 2002. Norwest Corporation prepared a life-of-mine waste rock management plan and this plan incorporates sequential backfilling of
mined-out phases of the open pit with limited double-handling of waste rock at the end of the mine life.  This plan has been incorporated in the Planning Commission approvals. The Company is currently preparing a submission to be made to the Kern
County Planning Department demonstrating ultimate disposition of leached and rinsed residues from the heap leach operation consistent with performance standards in applicable regulations.

The Bureau of Land Management confirmed that its Record of Decision approving the Plan of Operations under NEPA in November 1997 remains valid.

Water Quality – Waste Discharge Requirements

The Lahontan Regional Water Quality Control Board (the “Board”) unanimously approved Waste Discharge Requirements and a Monitoring and Reporting Program for the Project at a public hearing held in South Lake Tahoe on July 14, 2010.  The
Board order was subsequently signed by the Executive Officer of the Board and is now in effect.

Air Quality – Authority to Construct and Permit to Operate

The Air Quality and Health Risk Assessments for the Project were completed and submitted to the Planning Department and the Eastern Kern Air Pollution Control District (“EKAPCD”) on July 21, 2009. This report was approved by Kern County
Planning Commission on April 8, 2010, as part of the certification of the Supplemental Environmental Impact Report.

Ten applications for Authority to Construct permits were submitted to the EKAPCD in February 2011. It is expected that EKAPCD will issue Authority To Construct permits in June 2011.

The Authority to Construct approvals will be converted to a Permit to Operate after construction has been completed and subject to inspection by EKAPCD.

Results of Operations

Following are the results of operations for the three month period ended March 31, 2011, and the corresponding period ended March 31, 2010.

The Company had no revenue from operations.

During the quarter, the Company incurred general and administrative expenses of $484,910 (2010 - $567,712). Costs were lower for the quarter when compared with the same period in 2010, due to the following non-recurring costs incurred in
2010:

- Legal fees were incurred in support of ongoing efforts to secure permits for the Project, and
- Consulting engineering fees were higher due to the significant amount of detailed engineering completed for Project facilities. The detailed engineering allowed contractors to provide cost estimates for construction of the facilities.

The following significant costs were incurred in general and administrative expenses during the period ended March 31, 2011:

- $146,319 (2010 - $29,896) for detailed engineering of the Phase 1, Stage 1 heap leach pad and the associated site drainage plans and ongoing permitting support. Costs were higher by $116,423 in

---

- $60,610 (2010 - $91,878) for ongoing permitting support, for overseeing
    the quarterly groundwater sampling and analysis program and preparing the
    quarterly report for the Lahontan Regional Water Quality Control Board. Costs
    were higher by $31,268 in 2010 as studies were done on the occurrence of arsenic
    in groundwater, the use of cyanide in heap leaching and the occurrence of
    mercury and capture of mercury.
- $40,509 (2010 - $17,873) for preparing Authority to Construct permit applications
    and ongoing monitoring, maintenance and data recovery from the meteorological
    station on site.
- $52,770 (2010 - $163,285) for legal fees incurred in support of ongoing
    efforts to secure permits for the Project and in negotiations with landholders.
    Legal fees were higher by $110,515 in 2010 due to work done in preparing for
    the public hearings held in April 2010.
- $371,000 (2010 - $0) for the purchase of four properties and a down payment
    on a fifth property (fee land).
- $74,317 for work on the updated feasibility study, ongoing mine design and
    drafting support (2009 $33,258). Costs increased by $41,059 in 2011
    primarily due to work on the updated feasibility study for the Project.
- $136,560 for accounting and audit fees (2010  $68,271).

Interest income of $12,574 (2010 - $640) was higher by $11,934
as there was more cash on deposit. Interest rates remained low during the
quarter. There was no interest expense during the quarter.

The Company incurred a net loss of $720,868 (or $0.01 per
share) during the quarter as compared to a net loss of $326,305 (or $0.00 per
share) during the first quarter of 2010.

Summary of Quarterly Results

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

Results for the quarter ended on:
      March 31, 2011
      Dec. 31, 2010
      Sept. 30, 2010
      June 30, 2010Item
      $
      $
      $
      $Revenue Net loss for the quarter Net loss per share
      Nil 
        (720,868) (0.01)
      Nil 
        (4,126,127) (0.04)
      Nil 
        (3,125,127) (0.03)
      Nil 
        (2,406,367) (0.03)


Results for the quarter ended on:
      March 31, 2010
      Dec. 31, 2009
      Sept. 30, 2009
      June 30, 2009Item
      $
      $
      $
      $Revenue Net loss for the quarter Net loss per share
      Nil 
        (326,305) (0.00)
      Nil 
        (1,239,360) (0.02)
      Nil 
        (1,057,149) (0.01)
      Nil 
        (1,230,829) (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 $197,900
  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 $11,826.71 were paid to landholders in the first quarter of 2011.

A mining lease agreement with one group of landholders expired in 2004.  The group of landholders accepted an extension agreement in March 2011 and this agreement has been sent to the landholders for their signatures.

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. L. Klingmann was paid $36,100 (2010 - $34,500) for services as President of the Company and Mr. Chester Shynkaryk was paid $4,600 (2010 - $4,300) for consulting services to the Company for the three months ended March 31,
2011.

There were no other related party transactions during the quarter ended March 31, 2011.

---

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 C$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 C$1.50 per
share. As at March 31, 2011, 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 liabilities
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 purchased 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. The aggregate fair value of the Class A and B purchase
warrants was $1,726,518 and the amount has been recorded as derivative liability
and the Company allocated the remaining proceeds of $5,907,798 to the common
shares.

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 $6,103,689 in cash and cash equivalents on
March 31, 2011.

Cash used in Operating Activities:

Cash was used mainly for the ongoing development of the Project
with major expenditures in three areas:

- Consulting engineering fees remained high due to the significant amount of
  detailed engineering completed for Project facilities;
- Legal fees were incurred in support of ongoing efforts to secure permits
  for the Project and in negotiations with landholders and
- Property taxes (50%) were due and paid during the quarter.

Cash from Financing Activities:

Cash was received from financing activities during the three
months ended March 31, 2011 as follows:

- A director exercised a total of 150,000 options on shares for proceeds of
  C$115,500 (US$ 116,816) during the quarter.

---

Cash used in Investing Activities:

The Company purchased four properties and made a down payment
on a fifth property (fee land) for approximately $371,000 during the quarter.
Further increases in our land position are required to provide room for the
construction of facilities for the aggregate production component of the Project
after the start of the open pit heap leach operation.

Working Capital

As at March 31, 2011, the Company held $6,103,689 in cash and
cash equivalents, had no long-term debt, and had current liabilities of
$252,570.

Management does not expect that additional cash will be
required beyond cash currently on hand for ongoing work on permits for the
Project, for paying advance minimum royalties, for additional property
purchases, for detailed engineering of facilities for the Project, for ongoing
work on site, and for general corporate purposes to the end of 2011. Refer also
to Outlookbelow.

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.Item
      No. of SharesShares issued and outstanding on December 31, 2010
      94,228,383Shares issued pursuant to the exercise of stock options
      150,000Shares issued and outstanding on March 31, 2011
      94,378,383
      Exercise Price
      Expiry DateGammon Gold Inc. warrants
      2,500,000
      C1.75 & C2.00
      1/12/2011Director and employee stock options
      1,050,000
      C$0.77
      20/04/11Director and employee stock options
      1,850,000
      C$0.26 & C1.24
      28/01/14 & 19/04/15Shares to be issued as a finders fee
      100,000
      Not Applicable
      Not ApplicableBonus shares to H.L. Klingmann
      600,000
      Not Applicable
      Not ApplicableFully diluted on May 13, 2011
      100,478,383The company's authorized share capital is 150,000,000
        common shares with no par value.


Outlook

If all 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. The Company believes
that financing for the Project can be secured if gold and silver remain at or
near to the levels used for the updated cash flow analyses. Refer to Cash
Flow Analyses above. Gold and silver prices averaged $1,224.53/oz and
$20.19/oz in 2010 and the London pm fix closing prices on May 13, 2011 were
$1505.75/oz and $36.20/oz respectively.

The Company is evaluating various financing options for the
Project and these may be combined:

| | a. | An equity financing;                          
| | -- | ----------------------------------------------
| | b. | A combination of equity and debt and          
| | c. | A merger with an established mining
  company.

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

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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.

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 $370,956 in mineral property interests was recorded for the period ended March 31, 2011 (2010 -
$Nil)

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 Interim Consolidated Balance Sheet is $197,900 as at March 31, 2011 (December 31, 2010 - $193,545).

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Derivative Liabilities

Our stock options are denominated in a currency other than our
functional currency and the instruments were required to be accounted for as
separate derivative liabilities. These liabilities were required to be measured
at fair value. These instruments were adjusted to reflect fair value at each
period end. Any increase or decrease in the fair value was recorded in results
of operations as change in fair value of derivative liabilities. In determining
the appropriate fair value, we used the Black-Scholes pricing model.

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. We
further advise U.S. investors that the mineral reserve estimates disclosed in
this report have been prepared in accordance with Canadian regulations and may
not qualify as reserves under the U.S. Securities and Exchange Commission
Industry Guide 7. Accordingly, information concerning mineral deposits set forth
herein may not be comparable with information presented by companies using only
U.S. standards in their public disclosure.

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

Disclosure of Controls and Procedures

Disclosure controls and procedures and other procedures that
are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and

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communicated to management including our Chief Executive
Officer and Chief Financial Officer as appropriate, to allow timely decisions
regarding required disclosure.

Evaluation of disclosure controls and procedures and
remediation

Management, including the principal executive officer and the
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. This includes those
controls and procedures 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 for financial reporting were not effective for the
interim period ended March 31, 2011, was a result of our recognition that
certain detailed reviews of our financial disclosure was not performed in a
timely manner, that there is inadequate internal technical expertise required to
address certain accounting and tax issues, and that there exists an inherent
limitation due to the lack of segregation of duties of management.

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.

Limitations on the effectiveness of disclosure controls
and procedures

A control system, no matter how well conceived or operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments, in
decision making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of internal control is based
in part upon certain assumptions above the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may
occur and not be detected.

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
|---- | ---------------------------------------------------------------------------------------------------------
|     |                                                                                                          
|31.2 | 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                                      
|     |                                                                                                          
|32.2 | Section 1350 Certification
        of the Principal Financial Officer                                    

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SIGNATURES

In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date: May 16, 2011

GOLDEN QUEEN MINING CO. LTD.(Registrant)

| | By: | /s/ Lutz Klingmann         
| | --- | ---------------------------
| |     | Lutz Klingmann             
| |     | Principal Executive Officer
| |     |                            
| |     |                            
| |     |                            
| | By: | /s/ G. Ross McDonald       
| |     | G. Ross McDonald           
| |     | Principal Financial Officer

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