Exhibit 10.1 DATED AS OF May 23, 1996 GOLDEN QUEEN MINING CO. LTD. - and - MONTREAL TRUST COMPANY OF CANADA WARRANT INDENTURE Providing for the Issue of up to [2,750,000] Warrants ______________________________ LAWSON LUNDELL LAWSON & MCINTOSH...Golden Queen Mining Co LTD • January 2nd, 1997 • Metal mining • British Columbia
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 2nd day of April, 1996, effective the first day of the term hereof, between Golden Queen Mining Company Inc., herein referred to as the "Corporation", Castle Group Inc., herein...Employment Agreement • January 2nd, 1997 • Golden Queen Mining Co LTD • Metal mining • Washington
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 8th day of May, 1996, effective the first day of the term hereof, between Golden Mining Company Inc., herein referred to as the "Corporation" and Richard W. Graeme, herein referred to...Employment Agreement • January 2nd, 1997 • Golden Queen Mining Co LTD • Metal mining • Washington
Exhibit 10.7 AGREEMENT OF SALE AND PURCHASE This Agreement of Sale and Purchase ("Agreement") is entered into on March 8, 1995, between William and Dorothy Meier (hereinafter referred to as "Seller") and Golden Queen Mining Co., Inc., a California...Agreement of Sale and Purchase • January 2nd, 1997 • Golden Queen Mining Co LTD • Metal mining
as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of July 25, 2016Warrant Indenture • July 25th, 2016 • Golden Queen Mining Co LTD • Metal mining • British Columbia
GOLDEN QUEEN MINING CO. LTD. a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”),
SECTION TWOEmployment Agreement • March 26th, 1998 • Golden Queen Mining Co LTD • Metal mining
Exhibit 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 24 day of May, 1996, effective the first day of the term hereof, between Golden Queen Mining Company Inc., herein referred to as the "Corporation" and Bernard Goodson, herein referred...Employment Agreement • January 2nd, 1997 • Golden Queen Mining Co LTD • Metal mining • Washington
Exhibit 10.5 Recording Requested By: LYNNE D. ROSINSKI After Recording Return To: Golden Queen Mining Company, Inc. P.O. Box 878 Rosamond, CA 93560-0878 MEMORANDUM OF MINING LEASE NOTICE IS HEREBY GIVEN that WILLIAM J. WARNER (hereafter referred to as...Mining Lease • January 2nd, 1997 • Golden Queen Mining Co LTD • Metal mining
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining • New York
REGISTRATION RIGHTS AGREEMENT, dated as of June 8, 2015, by and among Golden Queen Mining Co. Ltd., a British Columbia company (the “Company”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY (“HC Lender”), THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “Lenders”) and the holders set forth on Schedule A (the “Clay Family Holders”).
Exhibit 10.6 MINING LEASE This mining lease (this "Lease") is made and entered into this 19th day of September, 1994, by and between Western Centennials, Inc. a Nevada Corporation (hereafter referred to as "LESSOR"), and GOLDEN QUEEN MINING COMPANY,...Mining Lease • January 2nd, 1997 • Golden Queen Mining Co LTD • Metal mining • California
AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of June 8, 2015 among GOLDEN QUEEN MINING CO. LTD., as Borrower, and THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 EHT, LLC, HARRIS CLAY and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED...Term Loan Agreement • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
THIS AMENDED AND RESTATED TERM LOAN AGREEMENT is made as of June 8, 2015, among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation, (the “Borrower”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY (“HC Lender”) and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (“CFT Lender” and, together with LTC Lender, EHT Lender and HC Lender, the “Lenders”).
STANDBY GUARANTEE AGREEMENTGuarantee Agreement • November 16th, 2017 • Golden Queen Mining Co LTD • Metal mining • British Columbia
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
THE PURCHASER GROUP,Share Purchase Agreement • February 11th, 2019 • Golden Queen Mining Co LTD • Metal mining
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the Parties hereto, the Parties agree as follows:
REVOLVING CREDIT AGREEMENT dated as of October 12, 2018 among GOLDEN QUEEN MINING COmpany, Llc., as Borrower, GOLDEN QUEEN MINING HOLDINGS, INC. and GAUSS LLC, as Pledgors GAUSS HOLDINGS LLC, as Administrative Agent and auvergne, llc and GAUSS...Revolving Credit Agreement • November 8th, 2018 • Golden Queen Mining Co LTD • Metal mining
REVOLVING CREDIT AGREEMENT made as of October 12, 2018, among GOLDEN QUEEN MINING COMPANY, LLC, a California limited liability company (the “Borrower”), GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“GQM Holdings Pledgor”), GAUSS LLC, a Delaware limited liability company (“Gauss Pledgor”), GAUSS HOLDINGS LLC, a Delaware limited liability company (“LUK Holdco”), as administrative agent (in such capacity, the “Administrative Agent”), and AUVERGNE, LLC, a Delaware limited liability company (“Auvergne” and, together with LUK Holdco, the “Initial Lenders”).
TRANSACTION AGREEMENT Dated as of June 8, 2014 among GAUSS HOLDINGS LLC AUVERGNE, LLC GAUSS LLC GOLDEN QUEEN MINING COMPANY, INC. and GOLDEN QUEEN MINING CO. LTD.Transaction Agreement • June 12th, 2014 • Golden Queen Mining Co LTD • Metal mining • New York
This TRANSACTION AGREEMENT, dated as of June 8, 2014 (this “Agreement”), is by and among Gauss Holdings LLC, a Delaware limited liability company (“LUK Holdco”), Gauss LLC, a Delaware limited liability company (“Gauss”), Auvergne, LLC, a Delaware limited liability company (“Auvergne”), Golden Queen Mining Co. Ltd., a British Columbia corporation (“Golden Queen”) and Golden Queen Mining Company, Inc., a California corporation and wholly owned subsidiary of Golden Queen (“GQ California” and together with LUK Holdco, Auvergne, Gauss and Golden Queen, the “Parties” and each a “Party”). Certain terms used in this Agreement are used as defined in Section 7.10.
CONSULTING AGREEMENTConsulting Agreement • May 30th, 1997 • Golden Queen Mining Co LTD • Metal mining
Exhibit 10.8 FINAL April 1, 1995 STOCK OPTION PURCHASE AGREEMENT This Stock Option Purchase Agreement ("Agreement") is made effective this 1st day of April, 1995, ("the effective date") by and between Grace W. Meehl, Madge W. Wolff, Stephen G....Stock Option Purchase Agreement • January 2nd, 1997 • Golden Queen Mining Co LTD • Metal mining • California
GUARANTYGuaranty • December 31st, 2014 • Golden Queen Mining Co LTD • Metal mining
This GUARANTY, dated as of December 31, 2014 (this “Guaranty”) is made by GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“Holdings” or the “Guarantor”) in favor of THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”) and HARRIS CLAY, an individual (together with LTC Lender, the “Lenders”), pursuant to that certain Term Loan Agreement dated of even date herewith among Golden Queen Mining Co. Ltd., a British Columbia corporation (the “Borrower”) and the Lenders (the “Loan Agreement”). Unless otherwise defined herein, terms defined in the Loan Agreement are used herein as defined in the Loan Agreement.
AGREEMENT AND AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTAgreement • May 28th, 2019 • Golden Queen Mining Co LTD • Metal mining
THIS AGREEMENT AND AMENDMENT NO. 1 (this “Amendment”) to that certain Share Purchase Agreement (as amended, the “Agreement”), dated as of February 7, 2019, by and between the Purchaser Group (a defined therein) and Golden Queen Mining Co., Ltd. (“GQM”), a publicly traded British Columbia corporation (each a “Party” and, collectively, the “Parties”), is made as of May 21, 2019 (the “Effective Date”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings given in the Agreement.
GOLDEN QUEEN MINING HOLDINGS INC. UNIT ISSUANCE AND DEBT ASSUMPTION AGREEMENTGolden Queen • September 16th, 2014 • Golden Queen Mining Co LTD • Metal mining • California
This Unit Issuance and Debt Assumption Agreement (“Agreement”) is entered into as of September 11, 2014 by and among Golden Queen Mining Holdings, Inc., a California corporation (“GQ Holdco”), Golden Queen Mining Company, LLC, a California limited liability company (“GQ California”), and Golden Queen Mining Co. Ltd., a British Columbia corporation (“Golden Queen”).
AMENDED AND RESTATED PLEDGE AGREEMENTAmended And • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) dated as of June 8, 2015 is made by GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (the “Borrower”), GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“Holdings”), and GOLDEN QUEEN MINING CANADA LTD. (“BC Subco” and, together with the Borrower and Holdings, the “Pledgors”, and each a “Pledgor”), in favor of THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY, an individual (“HC Lender”), and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “Lenders”).
AMENDED AND RESTATED GUARANTYGuaranty • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
This AMENDED AND RESTATED GUARANTY, dated as of June 8, 2015 (this “Guaranty”) is made by GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“Holdings”) and GOLDEN QUEEN MINING CANADA LTD., a British Columbia corporation (“BC Subco” and, together with Holdings, the “Guarantors”), in favor of THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY (“HC Lender”), an individual, THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “Lenders”), pursuant to that certain Amended and Restated Term Loan Agreement dated of even date herewith among Golden Queen Mining Co. Ltd., a British Columbia corporation (the “Borrower”) and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Unless otherwise defined herein, terms defined in the Loan Agreement are used herein as defined in the Loan Agreement.
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • June 12th, 2014 • Golden Queen Mining Co LTD • Metal mining • New York
THIS STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2014, is made by and among Golden Queen Mining Co. Ltd., a British Columbia corporation (the “Company”), Gauss Holdings LLC, a Delaware limited liability company, and Auvergne, LLC, a Delaware limited liability company, each an “Investor” and collectively, the “Investors”).
PRIVATE & CONFIDENTIALGolden Queen Mining Co LTD • July 14th, 2016 • Metal mining
Cormark Securities Inc. (“Cormark”), on its own behalf or on behalf of a syndicate of underwriters to be named and led by Cormark (collectively, the "Underwriters"), hereby agrees to purchase for resale, on a bought deal basis, an aggregate of 8,970,000 units (the “Units”) of Golden Queen Mining Co. Ltd. (the "Company") at a price of $1.45 per Unit (the “Offering Price”) for aggregate gross proceeds of approximately $13 million (the “Offering”). In addition, the Company will grant the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 1,345,000 Units (the “Over-Allotment Units”) at the Offering Price, for additional gross proceeds of up to $1,950,000 for the purpose of covering the Underwriters’ over-allocation position and for market stabilization purposes. The Over-Allotment Option shall be exercisable, in whole or in part, at any time and from time to time for up to 30 days from and including the Closing Date. Each Unit will consist of one common sh
DEBT RESTRUCTURING AGREEMENTLoan Agreement • June 12th, 2014 • Golden Queen Mining Co LTD • Metal mining • New York
DEBT RESTRUCTURING AGREEMENT (this “Agreement”) dated as of June 8, 2014, made by and among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (“GQM”), GOLDEN QUEEN MINING CO., INC., a California corporation (“GQMCA”), (GQM and GQMCA are herein collectively referred to as the “Obligors”), CLAY FAMILY 2009 IRREVOCABLE TRUST, DATED APRIL 14, 2009 (the “Clay 2009 Trust”) and HARRIS CLAY, an individual (the Clay 2009 Trust and Harris Clay are herein collectively referred to as the “Lenders”).
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of November 21, 2016 among GOLDEN QUEEN MINING CO. LTD., as Borrower, and THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 EHT, LLC, and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED...Term Loan Agreement • November 25th, 2016 • Golden Queen Mining Co LTD • Metal mining
THIS SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT is made as of November 21, 2016, among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation, (the “Borrower”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (“CFT Lender” and, together with LTC Lender and EHT Lender, the “Lenders”).
MINING LEASEMining Lease • January 14th, 2011 • Golden Queen Mining Co LTD • Metal mining • California
This Agreement made and entered into this 26t day of April, 2001, by and between MRS. VIRGINIA KNIGHT (hereafter referred to as “LESSOR”), and GOLDEN QUEEN CO., NC. a California corporation, jointly and severally, (hereafter “LESSEE”).
AMENDED AND RESTATED OPTION AGREEMENTOption Agreement • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
AMENDED AND RESTATED OPTION AGREEMENT made as of June 8, 2015 (this “Option Agreement”), by and among GAUSS LLC (“Gauss”), GAUSS HOLDINGS LLC (“LUK Holdco”), AUVERGNE, LLC (“Auvergne”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY, an individual (“HC Lender”), THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “Lenders”), GOLDEN QUEEN MINING CANADA LTD. (“BC Subco”) and GOLDEN QUEEN MINING HOLDINGS, INC. (“GQ Holdco”).
PLEDGE AGREEMENTPledge Agreement • December 31st, 2014 • Golden Queen Mining Co LTD • Metal mining
THIS PLEDGE AGREEMENT (this “Agreement”) dated as of December 31, 2014 is made by GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (the “Borrower”), and GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“Holdings” and, together with the Borrower, the “Pledgors” and each a “Pledgor”), in favor of THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”) and HARRIS CLAY, an individual (together with LTC Lender, the “Lenders”).
OPTION AGREEMENTOption Agreement • December 31st, 2014 • Golden Queen Mining Co LTD • Metal mining
OPTION AGREEMENT made as of December 31, 2014 (this “Agreement”), by and among GAUSS LLC (“Gauss”), GAUSS HOLDINGS LLC (“LUK Holdco”), AUVERGNE, LLC (“Auvergne”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), HARRIS CLAY, an individual (“HC Lender” and, together with LTC Lender, the “Lenders”), and GOLDEN QUEEN MINING HOLDINGS, INC. (“GQ Holdco”).
FIRST amendment TO SECOND AMENDED AND RESTATED TERM LOAN agreement dated as of February 22, 2018 among GOLDEN QUEEN MINING CO. LTD., as Borrower, and THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009, EHT, LLC, and THE CLAY FAMILY 2009...Term Loan Agreement • May 10th, 2018 • Golden Queen Mining Co LTD • Metal mining
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”) is made as of February 22, 2018, among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation, (the “Borrower”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (“CFT Lender” and, together with LTC Lender and EHT Lender, the “Lenders”).
SECOND AMENDMENT TO STOCK OPTION PURCHASE AGREEMENTStock Option Purchase Agreement • April 3rd, 2006 • Golden Queen Mining Co LTD • Metal mining
This Second Amendment to Stock Option Purchase Agreement (“Second Amendment”) is made as of August 10, 2001, by and between Madge W. Wolff, Stephen G. Wegmann, Michael L. Wegmann, John G. Hodgson, Virginia L. Sigl, individually and as successor in interest to the Trust of Grace W. Meehl, Patrick L. Wolff, George P. Wolff, John G. Meehl, as successor in interest to the Trust of Grace W. Meehl and Mary Ann Godfrey, as successor in interest to the Trust of Grace W. Meehl (collectively referred to herein as “Optionor” and also now collectively referred to herein as the “Wegmann Shareholders” ) and Golden Queen Mining Company, Inc., a California corporation (“Golden Queen”).
Exhibit 10.11 MINERALS EXPLORATION AGREEMENT AND OPTION TO LEASE OR PURCHASE SOLEDAD-MOJAVE MINING SYNDICATE, a Nevada corporation, (hereinafter referred to as "LICENSOR") and GOLDEN QUEEN MINING CO., INC., a California corporation, (hereinafter...Minerals Exploration Agreement and Option • January 2nd, 1997 • Golden Queen Mining Co LTD • Metal mining
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2015 • Golden Queen Mining Co LTD • Metal mining • British Columbia
WHEREAS the Company wishes to employ the Executive and the Executive wishes to be employed by the Company on the terms and conditions of this employment agreement (this “Agreement”) as hereinafter provided;
ContractLetter Agreement • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
Clay Family Holders c/o East Hill Management Company 10 Memorial Boulevard, Suite 902 Providence, Rhode Island 02903 Attention: Mr. Thomas M. Clay
