On February 11, 2019, Thomas M. Clay announced that, as of January 3, 2019, he intended to engage in discussion with Golden Queen Mining Co. Ltd.’s management, board of directors, other stockholders, and other relevant parties for the purposes of considering an acquisition transaction with respect to the Company and initiated by Thomas M. Clay. Further, Thomas M. Clay added that on February 5, 2019, the Company and Thomas M. Clay executed a term sheet for the acquisition by them of all of the issued and outstanding equity interests of the Company. In addition, Thomas stated that the Term Sheet is binding in certain limited respects but is generally non-binding.