Sec Form 4 Filing - Clay Thomas Moragne @ GOLDEN QUEEN MINING CO LTD - 2019-05-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Clay Thomas Moragne 2. Issuer Name and Ticker or Trading Symbol GOLDEN QUEEN MINING CO LTD [ GQM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EAST HILL MANAGEMENT COMPANY, LLC, 70 MAIN STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2019 (Street) PETERBOROUGH, NH03458 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/22/2019 J 6,658,116 D 0 D Common Stock 05/22/2019 J 7,031,755 D 0 I By Trust ( 2 ) Common Stock 05/22/2019 J 807,250 D 0 I By Trust ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 0.58 05/22/2019 J 107,500 ( 4 ) 09/08/2020 Common Stock 107,500 ( 5 ) 0 D Stock Options $ 0.66 05/22/2019 J 100,000 ( 6 ) 11/30/2021 Common Stock 100,000 ( 5 ) 0 D Stock Options $ 0.29 05/22/2019 J 250,000 ( 7 ) 10/20/2022 Common Stock 250,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clay Thomas Moragne C/O EAST HILL MANAGEMENT COMPANY, LLC 70 MAIN STREET, SUITE 300 PETERBOROUGH, NH03458 X Signatures /s/ Thomas M. Clay 06/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock ("Common Stock") of Golden Queen Mining Co. Ltd. (the "Issuer") that were tendered to the Issuer in connection with that certain Agreement for the Purchase of Shares of Golden Queen Mining Holdings, Inc., dated February 7, 2019 (the "Agreement"), between the Issuer and the Purchaser Group (as defined therein). In exchange for the Common Stock tendered pursuant to the Agreement and certain other consideration described more fully therein, the Reporting Person received shares of Golden Queen Mining Holdings, Inc., a subsidiary of the Issuer ("Holdings"). ( 2 )Represents Common Stock of the Issuer formerly held by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). The Reporting Person disclaims beneficial ownership of the Common Stock of the Issuer previously held by Monadnock except to the extent of the Reporting Person's proportionate pecuniary interest therein. ( 3 )Represents Common Stock of the Issuer formerly held by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). The Reporting Person is a trustee of the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "2009 Trust"), which owns 50% of the equity interests of Arctic Coast. The Reporting Person is a director of Arctic Coast. The Reporting Person disclaims beneficial ownership of 50% of the Common Stock of the Issuer previously held by Arctic Coast. ( 4 )The stock options to purchase Common Stock of the Issuer were exercisable at the time they were tendered to the Issuer in connection with the transactions contemplated by the Agreement. ( 5 )Represents options to purchase Common Stock of the Issuer that were tendered to the Issuer in connection with the Agreement. In exchange for the stock options tendered pursuant to the Agreement and certain other consideration described more fully therein, the Reporting Person received shares of Holdings. ( 6 )The stock options were issued on November 30, 2016 by the Issuer's board of directors. Two thirds of the stock options vested in equal installments on the first and second anniversaries of the date of grant. The remaining stock options were unvested at the time these stock options were tendered to the Issuer in connection with the transactions contemplated by the Agreement. ( 7 )The stock options were issued on October 20, 2017 by the Issuer's board of directors. One third of the stock options vested on October 20, 2018. The remaining stock options were unvested at the time these stock options were tendered to the Issuer in connection with the transactions contemplated by the Agreement.

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