Golden Queen

INFORMATION

Directors & Officers

Edward G. Thompson, Chairman of the Board
Chester Shynkaryk, Director & Secretary
Gordon Gutrath, Director
H. Lutz Klingmann, Director & President
Thomas Clay, Director
Ross McDonald, CFO

Insider Reports

Financial Statements & Information

Form 10-K for the fiscal year ended December 31, 2010

Form 10-Q for the quarterly period ended September 30, 2011
[click here for XBRL version (zip)]

Historical Filings:

1. Form 8-K Dec 7 2010

2. Form 8-K May 2 2011

3. Form 8-K May 12 2011

4. Form 8-K June 23 2011

5. Form 10-K/A1 for 2009

6. Form 10-K/A2 for 2009

7. Form 10-K/A1 for 2010

8. Form 10-Q/A for March 2010

9. Form 10-Q/A for June 2010

10. Form 10-Q for September 2010

11. Form 10-Q for March 2011

12. Form 10-Q for June 2011 [Click here for XBRL version (zip)]

Summary of Information on a Passive Foreign Investment Company or PFIC

Golden Queen Mining Co. Ltd. is classified as a passive foreign investment company, or PFIC, which will subject our U.S. investors to adverse tax rules.

Based upon an analysis of our assets as at December 31, 2010 and income for the year 2010, during 2010, we were a PFIC for the U.S. federal income tax purposes. We have substantial passive assets in the form of cash and cash equivalents, and can provide no assurance that we will not continue to be classified as a PFIC in 2011 and beyond. The determination of whether or not we would continue to be a PFIC would be principally based upon:

• the composition of our assets, the amount of which will depend, in part, on our total net assets and the market value of our Treasury portfolio, which is subject to change; and

• the amount and nature of our income from time to time.

We have limited control over these variables. To the extent we do have control over these variables; we may take steps to reduce the material and adverse effect that our PFIC classification may have on our share price. Further, we may consider additional capital markets or corporate finance transactions in the future. Should we proceed with such offerings, we cannot, at this stage, specify with certainty the timing, amounts or the particular uses of the net proceeds. Depending on the usage of any such net proceeds, we could continue to be classified as a PFIC. Since we are a PFIC, U.S. investors will be subject to adverse U.S. federal income tax consequences. U.S. investors are strongly urged to consult their own tax advisors regarding the application of the PFIC rules to their particular circumstances.

Click here for the PFIC Information Statement as at Dec. 31, 2010.

Audit Committee Charter

Introduction

The Audit Committee Charter (“Charter”) was adopted by the Board of Directors (“Board”) of Golden Queen Mining Co. Ltd. (“Company”) in February 2010.

General

The Audit Committee (the “Committee”) is a committee of the Board. The Company’s Articles generally govern the functions of the Board. Part 13.2 of the Articles provides that the Board may appoint one or more committees consisting of such member or members of the Board as they think fit and may delegate to any such committees any powers of the Board with certain restrictions.

Nothing in this Charter is intended to expand applicable standards of liability for the directors of the Company under United States or Canadian laws.

Limitation of the Committee's Role

While the Committee has the responsibilities and duties set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are prepared in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management.

Mandate

The mandate of the Committee is to assist the Board in fulfilling its financial and disclosure oversight responsibilities. The Committee's primary responsibilities and duties under this mandate are to assess and monitor:

1. That full, fair, accurate, timely and understandable financial disclosure is provided in reports and documents the Company files with or submits to regulatory authorities, presents to its shareholders, or publicly discloses;

2. That such reports and documents comply with rules and regulations set by applicable laws, regulations and stock exchange policies;

3. The qualifications, independence and performance of the Company's external, independent auditor ("Auditor");

4. The appropriateness of the Company's accounting policies and practices and effectiveness of internal controls; and

5. Compliance with the Company’s Code of Ethics for Senior Financial Officers.

Structure and Operations

Composition

The Committee shall have a minimum of three members and these shall be directors of the Company.

Each member shall be independent from management, free from any interest and any business or other relationship that, in the opinion of the Board, would or would reasonably be perceived to materially interfere with the director’s ability to act in the best interests of the Company (other than relationships and interests arising from shareholding). The independence of each member shall be determined by the Board based upon the requirements of applicable laws and regulations with respect to audit committee independence, including independence requirements of Rule 10A-3 of the U.S. Securities Exchange Act of 1934, as amended and Canadian National Instrument 52-110 Audit Committees.

Qualifications

Members of the Committee must be able to read and understand a financial statement, including a balance sheet, income statement, and cash flow statement, with the breadth and complexity of issues that can reasonably be expected to be found in the Company's financial statements.

To the extent practical, at least one member of the Committee must be a “financial expert” as adopted by the SEC in its final rules under the Sarbanes-Oxley Act of 2002.

Appointment and Removal

Members shall be appointed by the Board at the first meeting of the Board following the Company’s annual general meeting of shareholders and shall serve until the next such meeting.

Members shall serve until such member's successor is appointed or until such member's earlier resignation. Members may be removed, with or without cause, by a majority vote of the Board.

Chair

Members shall nominate and elect a Chair by majority vote of members. The Chair shall call, set the agendas for and chair meetings of the Committee.

Sub-Committees

The Committee may form and delegate authority to sub-committees consisting of one or more members.

Meetings

The Committee shall meet at least once in each fiscal year, or more frequently as circumstances dictate. Further, the Committee shall meet with the Auditor at least once in each fiscal year to review the Company's audited financial statements.

A quorum of the Committee shall consist of a majority of members of the Committee. An act of a majority of those present at a meeting at which there is a quorum, shall be an act of the Committee.

Members may also approve a decision by a consent resolution in writing signed by all members and such a decision shall be an act of the Committee.

The Auditor shall be given reasonable notice of and be entitled to attend and speak at a meeting of the Committee if the matter before the Committee concerns the Company's audited financial statements and, if the Committee feels it is necessary or appropriate, at other meetings of the Committee. If requested by the Auditor, the Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee.

The Committee may meet separately with either the Auditor or management to discuss any matter that the Committee or either the Auditor or management believes would be appropriate to discuss in a separate meeting.

The Committee may invite any director or employee or any other person whom it deems necessary to consult to its meetings. The Committee may also exclude from its meetings any person it deems necessary to exclude in order to carry out its oversight responsibilities.

Minutes

The Chair shall ask one of the members present at a meeting to act as secretary and to record minutes of the meeting. Alternatively, the Chair may appoint a secretary who is not a member to record minutes of the meeting.

The Committee shall promptly submit minutes of its meetings to the Board.

Remuneration

Members shall be entitled to receive such remuneration by acting as members as the Board may determine from time to time.

Responsibilities and Duties

Introduction

The Committee shall have the responsibilities and duties outlined in this section. This outline serves as a guide only with the understanding that the Committee may accept additional responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee as outlined in this Charter and may change its procedures as appropriate in light of changing legislative or regulatory and business or other conditions.

Independence of the Auditor

The Committee will:

1. Ask the Auditor to report directly to the Committee;

2. Ask the Auditor to disclose in writing any relationship with the Company or services performed for the Company that may affect the objectivity or independence of the Auditor;

3. Take, or recommend that the Board take, the necessary action to ensure the objectivity or independence of the Auditor; and

4. Review and approve the Company's hiring policies regarding partners, employees or former partners or employees of the Auditor as the objectivity or independence of the Auditor could be affected by such policies.

Performance and completion of work by the Auditor

The Committee will:

1. Be responsible for oversight of work done by the Auditor engaged specifically for the purpose of preparing or issuing audit reports on the year-end financial statements or related work (including resolution of disagreements between the Auditor and management regarding financial reporting);

2. Review the performance of the Auditor annually and recommend either re-appointment of the Auditor or appointment of a new auditor and Auditor compensation to the Board;

3. Pre-approve non-audit services, including fees and terms thereof, to be provided by the Auditor unless such non-audit services:

a. Are reasonably expected not to constitute, in the aggregate, more than 5% of the total amount of Auditor compensation paid during the fiscal year in which the non-audit services are provided; and

b. Were not recognized by management to be non-audit services at the time of the engagement.

Management shall promptly bring non-audit services that have not been pre-approved by the Committee to the attention of the Committee. Such non-audit services shall be approved either by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee.

Preparation of Financial Statements

The Committee will review the following with the Auditor and/or management:

1. Material judgments made in connection with the preparation of the Company's financial statements, including changes in the selection or application of accounting policies and practices, the adequacy of the Company's internal controls and steps taken to correct any material deficiencies in the above.

2. Related party transactions;

3. The summary of accounting policies and notes to the financial statements;

4. Correspondence with regulatory or government agencies relating to the Company’s regular filings or tax returns.

5. Information or a complaint provided by an employee(s), which raises material issues specific to the Company's bookkeeping or accounting practices and internal controls;

6. Check that amortization is being calculated correctly and in accordance with the Company’s stated policy;

7. The impact of off-balance-sheet structures on the financial statements;

8. Major financial risk exposure and steps taken by management to control such exposure;

9. The effect of legislation or changes in regulations and accounting initiatives on the financial statements;

10. Matters regarding a particular audit:

a. The management inquiry letter prepared and submitted by the Auditor in preparation for the annul audit and managements’ response to the inquiry letter;

b. The schedule of unadjusted differences;

c. A review of the audit in detail with the Auditor at a formal meeting after the audit has been completed and the Auditor has issued an audit opinion;

d. Any difficulties encountered in the course of the audit, including any restrictions on the scope of activities or the inability to obtain specific information, and any significant disagreements with management;

e. The adoption of, or changes to, the Company's accounting policies and practices or internal controls as recommended by the Auditor; and

f. The Auditor’s management letter issued after the completion of the annual audit.

Public Disclosure

The committee will:

1. Ensure that adequate procedures are in place for a review of the interim and audited financial statements and management discussion and analysis (“MD&A”) before these are submitted to the Board for final approval;

2. Review and approve by members’ resolution the interim unaudited and annual audited financial statements, MD&A and news releases that contain financial information before these are submitted to the Board for final approval and released to regulatory authorities, stock exchange(s), shareholders and the public.

3. Review disclosures made by the Company's Chief Executive Officer and Chief Financial Officer during their certification process of the Company's financial statements about deficiencies in internal controls and procedures or any fraud involving an employee(s) whose responsibility includes applying or overseeing internal controls.

4. Review the Proxy Statement prepared for the Company’s annual general meeting.

Code of Ethics for Senior Financial Officers

The Committee will monitor compliance with the Code of Ethics and report material violations that it becomes aware of to the Board. The Committee will also recommend appropriate remedial action to the Board.

A request for a waiver of any provisions of the Code of Ethics shall be in writing and shall be addressed to and reviewed by the Committee. Any change in or waiver of the Code of Ethics must however be approved by the Board.

Legal Issues or Compliance

The Committee will:

1. Review the Form 10-K, Form 10-Q, MD&A and news releases that contain financial information, and if appropriate consult with external legal counsel and/or management, before these are submitted to the Board for final approval.

2. Review with management and confirm that the Company is in compliance with laws and regulations in the jurisdictions in which the Company operates and as these relate to financial reporting.

Continuous Improvement

Members of the Committee should read information concerning financial disclosure provided by the Auditor and if appropriate review with management.

Manner of Carrying Out its Mandate

The Committee will:

1. Provide an avenue for and encourage frequent and open communication between the Auditor, management and the Board;

2. Study or investigate any matter of interest or concern, which the Committee, in its sole discretion, deems appropriate for study or investigation by the Committee;

3. Discuss with the Auditor, without the presence of management, the Company's critical accounting policies and practices, internal control systems and processes and completeness and accuracy of the Company's financial statements once each year;

4. Request that the Auditor, a manager or the Company’s external legal counsel attend meetings of the Committee or meet with any member of, or advisors to, the Committee to the extent it deems necessary or appropriate;

5. Respond to requests for information or complaints received by the Committee or management from an employee or a third party regarding bookkeeping, accounting or financial reporting matters;

6. Stay abreast of trends in accounting and financial reporting and review with the Auditor and management as required;

7. Assess the adequacy of the Charter once each year and recommend changes, if indicated, to the Board;

8. Assess the Committee's own performance once each year; and

9. Review the qualifications of the accounting and financial personnel.

Reporting of Financial Concerns

The Committee will review reports from persons regarding any questionable accounting, internal accounting controls or auditing matters (“Concerns”) relating to the Company such that:

(a) an individual may confidentially and anonymously submit their Concerns to the Chairman of the Committee in writing, by telephone, or by email;

(b) the Committee reviews as soon as possible all Concerns and addresses same as they deem necessary; and

(c) the Committee retains all records relating to any Concerns reported by an individual for a period the Committee judges to be appropriate.

All of the foregoing be in a manner that the individual submitting such Concerns shall have no fear of adverse consequences.

Date: February 16, 2010

Code of Ethics
For Senior Financial Officers

Introduction

The Code of Ethics for Senior Financial Officers has been adopted by the Board of Directors (“Board”) of Golden Queen Mining Co. Ltd. (“Company”).

Applicability

As used in the Code of Ethics, the term senior financial officer means the Company’s Chief Executive Officer, Chief Financial Officer, Controller and persons performing similar functions.

Principles and Practices

In performing his or her duties, each of the Senior Financial Officers must:

1. Maintain high standards of honest and ethical conduct and avoid any actual or apparent conflict of interest as set out in the Company’s Code of Business Conduct;

2. Report any conflict of interest that may arise and any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Audit Committee;

3. Provide or ensure that full, fair, accurate, timely and understandable disclosure is provided in reports and documents the Company files with or submits to the regulatory authorities and in other public communications;

4. Comply with and take all reasonable actions to ensure that in connection with their services to the Company, directors, officers, employees and consultants, comply with applicable laws, rules and regulations set by the regulatory authorities, and

5. Promptly report violations of the Code of Ethics to the Audit Committee.

Compliance and Accountability

The Audit Committee will monitor for compliance with the Code of Ethics and report material violations to the Board. The Audit Committee will also recommend appropriate remedial action to the Board.

Waiver

A request for a waiver of any provisions of this Code of Ethics shall be in writing and shall be addressed to and reviewed by the Audit Committee. Any change in or waiver of the Code of Ethics must however be approved by the Board.

Corporate Directory

Offices:
Golden Queen Mining Co. Ltd.
6411 Imperial Ave.
West Vancouver, BC V7W 2J5
Telephone: (604) 921-7570
Fax: (604) 921-9446
e-mail: mintoexpl@telus.net
www.goldenqueen.com

Share Capital:
Authorized: 100,000,000 common shares
without par value
Issued: 94,378,383 shares

Stock Exchange Listing:
Toronto Stock Exchange (GQM)

Registered & Records Office:
Morton & Company
Suite 1200 - 750 West Pender Street
Vancouver, BC V6C 2T8
Telephone: (604) 681-1194
Fax: (604) 681-9652
www.mortonandco.com

Bankers:
National Bank of Canada
Suite 100 - 555 Burrard Street
Vancouver, BC V6C 1M7
Telephone: (604) 661-5500
Fax: (604) 661-5509
www.nbc.ca

Legal Counsel:
Morton & Company
Suite 1200 - 750 West Pender Street
Vancouver, BC V6C 2T8
Telephone: (604) 681-1194
Fax: (604) 681-9652
www.mortonandco.com

Auditors:
BDO Dunwoody LLP
Chartered Accountants
Suite 600 - 666 Burrard Street
Vancouver, BC V6C 2X8
Telephone: (604) 688-5421
Fax: (604) 688-5132
www.bdo.ca

Registrar & Transfer Agent:
Computershare Trust Company of Canada
Suite 400 - 510 Burrard Street
Vancouver, BC V6C 3B9
Telephone: (604) 661-0247
Fax: (604) 683-3694
www.computershare.com

U.S. Subsidiary:
Golden Queen Mining Company, Inc.

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