Investment Qualification Letter in Connection With Golden Queen Mining Co. Ltd. Rights Offering Dear Shareholder: Golden Queen Mining Co. Ltd. (the Company ) filed a short form prospectus dated November 24, 2017 (the Canadian Prospectus ) with certain securities regulators in Canada (available electronically at www.sedar.com). The Company also filed a prospectus dated January 11, 2018 (the U.S. Prospectus together with the Canadian Prospectus, the Prospectuses ) with the United States Securities and Exchange Commission (the SEC ) (available electronically at www.sec.gov), which U.S. Prospectus is part of a registration statement on Form S-3 (File No. 333-221969) filed with the SEC on December 8, 2017, as effective on January 11, 2018. The Prospectuses describe a rights offering (the Rights Offering ) pursuant to which the Company distributed to the holders (the Shareholders ) of its outstanding common shares (the Common Shares ) of record as of the close of business (Toronto time) on December 1, 2017, one right (the Right ) for each Common Share held, each Right entitling the holder thereof to purchase 1.7 Common Shares at a price of US$0.1325 per Common Share. The Rights Offering is only being made in the provinces of British Columbia, Alberta, and Ontario and in the United States excluding the states of California, Ohio, Arizona, Arkansas, Minnesota and Wisconsin (all other jurisdictions being Ineligible Jurisdictions ). Rights are not being delivered to persons resident in Ineligible Jurisdictions (the Ineligible Holders ) and will be held by the Rights Agent (defined below) as agent for the benefit of all such Ineligible Holders. See Details of Rights Offering Ineligible Holders in the Prospectuses. Ineligible Holders outside California, Ohio, Arizona, Arkansas, Minnesota and Wisconsin If you are a resident of any Ineligible Jurisdiction, other than the states of California, Ohio, Arizona, Arkansas, Minnesota and Wisconsin in the United States, and wish to exercise Rights, you may do so only if you complete the attached Schedule A Shareholder Information and Schedule B Investor Certificate and thereby satisfy the Company that the exercise of the Rights and issuance of Common Shares in your jurisdiction of residence will not violate securities and other applicable laws in that jurisdiction. Registered Holders: You are a registered holder ( Registered Holder ) if the Common Shares of the Company which you own are registered in your name on the securities register of the Company maintained by its transfer and rights agent, Computershare Investor Services Inc. (the Rights Agent ). If you are a Registered Holder in an Ineligible Jurisdiction who wishes to exercise Rights, please deliver your duly and accurately completed Schedule A Shareholder Information and Schedule B Investor Certificate to the Company at Suite 2300 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X2 Attention: Brenda Dayton (or by email to bdayton@goldenqueen.com). Upon receipt of the required documentation satisfactory to the Company, the Company will request that the Rights Agent issue a certificate representing the Rights in your name and deliver it to you for execution in connection with the exercise of your Rights. Beneficial Holders: You are a beneficial holder ( Beneficial Holder ) if the Common Shares of the Company which you own are held on your behalf through a securities broker or dealer, bank or trust company or other participant (each, a Participant ) in a book-based system administered by a securities depository. If you are a Beneficial Holder in an Ineligible Jurisdiction who wishes to exercise Rights, please deliver your duly and accurately completed Schedule A Shareholder Information and Schedule B Investor Certificate to the Company at Suite 2300 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X2 Attention: Brenda Dayton (or by email to bdayton@goldenqueen.com) with a copy to the Participant holding Common Shares of the Company on your behalf, and request that the Participant exercise your Rights in the manner you desire.
- 2 - Ineligible Holders in California, Ohio, Arizona, Arkansas, Minnesota and Wisconsin If you are a United States resident in the states of California, Ohio, Arizona, Arkansas, Minnesota or Wisconsin, and wish to exercise Rights, you may contact the Company at Suite 2300 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X2 Attention: Brenda Dayton (or by email to bdayton@goldenqueen.com). An exception may be considered on a case by case basis if you can demonstrate to the Company that the exercise of the Rights and issuance of Common Shares in your jurisdiction of residence will not violate securities and other applicable laws in that jurisdiction. Deadline for Receipt of Documentation The documentation described herein must be received by the Company by no later than 5:00 p.m. (Toronto time) on February 9, 2018. After such time and until February 20, 2018, the Rights Agent will attempt to sell the Rights of registered Ineligible Holders that have not demonstrated that they are eligible holders on such date and at such price or prices and in such markets as the Rights Agent determines in its sole discretion. U.S. Matters This letter and the accompanying documentation do not constitute an offer to sell or the solicitation of an offer to buy, nor may any sale be made, of the Rights or the underlying Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Company has filed a registration statement on Form S-3 (File No. 333-221969), including the U.S. Prospectus, with the SEC for which this communication relates. You should read the registration statement, the U.S. Prospectus and other documents the Company has filed with the SEC for complete information about the Company and the Rights Offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company will arrange to send you these documents upon request to the Company at Corporate Secretary, Golden Queen Mining Company, #2300 1066 West Hastings Street, Vancouver, BC V6E 3X2, telephone: (778) 373-1557 or by email to info@goldenqueen.com. Sincerely, Golden Queen Mining Co. Ltd.
SCHEDULE A SHAREHOLDER INFORMATION Name of Shareholder: Address of Shareholder: Number of Common Shares of the Company Held by Shareholder: Note: If you are a Registered Holder, the information above should match the particulars on your share certificate and on the Company s securities register maintained by the Company s transfer agent, Computershare Investor Services Inc. Please Indicate Whether You Are a Registered Holder or a Beneficial Holder Registered Holder: Beneficial Holder: Dated, 2018 Signature of Shareholder (or authorized signatory of shareholder if a non-individual)
SCHEDULE B INVESTOR CERTIFICATE TO: RE: Golden Queen Mining Co. Ltd. (the Company ) Exercise of Rights Pursuant to the Company s Rights Offering The undersigned (the Subscriber ) intends to exercise rights to acquire common shares of the Company (the Securities ) pursuant to the Company s rights offering as described in its: (i) short form prospectus dated November 24, 2017; and (ii) prospectus dated January 11, 2018 (the U.S. Prospectus ) filed with the United States Securities and Exchange Commission (the SEC ), which U.S. Prospectus is part of a registration statement on Form S-3 (File No. 333-221969) filed with the SEC on December 8, 2017, as effective on January 11, 2018, (the Rights Offering ) and certifies that (check applicable box): Canadian Investor (other than residents of British Columbia, Alberta, or Ontario) The Subscriber hereby certifies to the Company that it is (initial where applicable): (a) (b) (c) (d) (e) (e.1) (f) (g) (h) (i) (j) (j.1) a Canadian financial institution, or a Schedule III bank; the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer; an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l île de Montréal or an intermunicipal management board in Québec; any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada; an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000 (if relying on this exemption, the Subscriber must complete, sign and return to the Company the Form attached as Exhibit 1 to Schedule B hereto); an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000;
B-2 (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year (if relying on this exemption, the Subscriber must complete, sign and return to the Company the Form attached as Exhibit 1 to Schedule B hereto); an individual who, either alone or with a spouse, has net assets of at least $5,000,000 (if relying on this exemption, the Subscriber must complete, sign and return to the Company the Form attached as Exhibit 1 to Schedule B hereto); a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of National Instrument 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of National Instrument 45-106; an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt; a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or a trust established by an accredited investor for the benefit of the accredited investor s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor s spouse or of that accredited investor s former spouse.
B-3 International Investor The Subscriber hereby certifies to the Company that: (i) (ii) (iii) (iv) (v) (vi) the Subscriber is not a resident of Canada or the United States; the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulatory authorities (the Authorities ) having application in the jurisdiction in which the Subscriber is resident (the International Jurisdiction ) which would apply to the acquisition of the Securities; the Subscriber will be purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemptions; the applicable securities laws of the Authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities; the purchase of the Securities by the Subscriber does not trigger any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in this subparagraph to the satisfaction of the Company, acting reasonably; and the office or other address of the Subscriber at which the Subscriber received and accepted the offer to purchase the Securities is the address listed as the Address of Shareholder on the Schedule A Shareholder Information sheet above. The Subscriber undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the closing of the Rights Offering. Date:, 2018. If a Corporation, Partnership or Other Entity: If an Individual: Name of Entity Signature Type of Entity Signature of Person Signing Print or Type Name Print or Type Name and Title of Person Signing
B-4 EXHIBIT 1 TO SCHEDULE B Form For Individual Accredited Investors WARNING! This investment is risky. Don t invest unless you can afford to lose all the money you pay for this investment. SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 1. About your investment Type of securities: Rights exercisable into common shares of the Issuer Issuer: Golden Queen Mining Co. Ltd. Purchased from: The Issuer SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER 2. Risk acknowledgement This investment is risky. Initial that you understand that: Your initials Risk of loss You could lose your entire investment of $ the investment.]. [Instruction: Insert the total dollar amount of Liquidity risk You may not be able to sell your investment quickly or at all. Lack of information You may receive little or no information about your investment. Lack of advice You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca. 3. Accredited investor status You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. Your initials Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.) Your net income before taxes combined with your spouse s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year. Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities. Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)
B-5 4. Your name and signature By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. First and last name (please print): Signature: Date: SECTION 5 TO BE COMPLETED BY THE SALESPERSON 5. Salesperson information [Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.] First and last name of salesperson (please print): Telephone: Email: Name of firm (if registered): SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 6. For more information about this investment GOLDEN QUEEN MINING CO. LTD. Suite 2300 1066 West Hastings Street Vancouver, British Columbia, V6E 3X2 Attention: Brenda Dayton Email: bdayton@goldenqueen.com For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca. Form instructions: 1. This form does not mandate the use of a specific font size or style but the font must be legible. 2. The information in sections 1, 5 and 6 must be completed before the purchase completes and signs the form. 3. The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form for 8 years after the distribution.