Thomas M. Clay, Lavinia D. Clay, Cassius M.C. Clay, Landon H. Clay, Richard T. Clay, Jonathan Clay, James Clay, Clay Family 2009 Irrevocable Trust, LTC 2009 Irrevocable Trust, EHT, LLC, Monadnock Charitable Lead Annuity Trust, Arctic Coast Petroleums, Ltd., and 933 Milledge, LLC made an offer to acquire 50% interest in Golden Queen Mining Company, LLC from Golden Queen Mining Co. Ltd. (TSX:GQM) for $44.1 million on January 4, 2019. The purchase price is subject to following adjustments, 1) Purchasers by Loan shall tender and exchange all principal and interest due under the 2016 Term Loan, expected to be approximately $26.5 million on the closing date, and all warrants to acquire Seller’s Common Shares; the principal and interest due under the 2016 Term Loan is subject to increase in the event that the 2016 Term Loan is extended, 2) Purchasers by Shares shall tender and exchange 177.701199 million of the Seller’s Common Shares, having a value of approximately $14.6 million based on a 20-day OTCQX VWAP of $0.0821 per share as of December 19, 2018, 3) Purchasers by Shares shall tender and exchange all outstanding options to acquire Seller’s Common Shares, 4) Purchasers by Cash shall deliver to the Seller $3 million cash. Thomas M. Clay, Lavinia D. Clay, Cassius M.C. Clay, Landon H. Clay, Richard T. Clay, Jonathan Clay, James Clay, Clay Family 2009 Irrevocable Trust, LTC 2009 Irrevocable Trust, EHT, LLC, Monadnock Charitable Lead Annuity Trust, Arctic Coast Petroleums, Ltd., and 933 Milledge, LLC entered into an agreement to acquire 50% interest in Golden Queen Mining Company, LLC from Golden Queen Mining Co. Ltd. (TSX:GQM) on February 7, 2019. Under the terms of the agreement, the purchase price consists of extinguishment of all amounts owing to Clay Group by GQM, which is approximately $26.6 million as of the date hereof, cancellation of all of Clay Group’s ownership interest in GQM consisting of 177.7 million shares, 0.46 million options and 18 million warrants and cash consideration of $4.25 million. In addition, if at any time prior to June 30, 2020 Clay Group sells or transfers the purchased units for net proceeds greater than $55 million, subject to adjustment in certain circumstances, Clay Group agrees to pay GQM an amount equal to 20% of such excess proceeds. The agreement provides for customary deal-protection provisions, including a right for the purchaser to match any Superior Proposal and includes a termination fee of $1 million, payable by Golden Queen, under certain circumstances. A special committee, composed of Independent Directors of the Board in conjunction with legal and financial advisors will evaluate the proposal as well as explore potential alternatives to the proposal. The transaction is subject to approval of the shareholders (including the Purchasers) of two-thirds of the Seller’s outstanding Common Shares, and (ii) a majority of Seller’s shareholders other than the Purchasers, All required consents and waivers from regulators, including the Toronto Stock Exchange (TSX), a binding agreement between the purchasers and GQM with regard to the proposed transaction will only occur when the parties have negotiated, approved, executed and delivered a mutually acceptable legally binding agreement. The target date for signing the definitive agreement is February 15, 2019 and for 30 business days following execution of this term sheet (the “Go-Shop Period”) seller shall be free to solicit alternative purchase offers for all of the outstanding common shares of seller or substantially all of the assets of seller and seller subsidiaries. If seller notifies purchasers within the go-shop period that it has received and accepted an acceptable alternative offer, purchasers agree to give reasonable assistance to seller’s efforts to consummate such acceptable alternative offer if requested by seller. As on February 7, 2019, special committee comprised of independent members of Golden Queen’s board of directors, being Paul Blythe, Bryan Coates and Bernard Guarnera, unanimously approved the transaction and recommend that the Golden Queen shareholders vote in favor of the transaction. As of March 22, 2019 the transaction is approved by the Toronto Stock Exchange. Thomas Clay recused himself from all discussions of the transaction and has resigned as a director and officer of GQM prior to it entering into the agreement. The agreement allows GQM, from the date hereof until April 1, 2019, to continue to solicit an alternative acquisition proposal that is superior to the terms of the transaction in accordance with the agreement. The transaction is expected to close on or before May 1, 2019. As on February 8, 2019, the Special Meeting of shareholders is anticipated to be held in May 2019 and the transaction is expected to close shortly thereafter. As of March 22, 2019 the transaction is expected to close on or before May 21, 2019. Sullivan & Worcester LLP and Stikeman Elliott LLP acted as legal advisor to Clay Group. Maxit Capital LP acted as financial advisor, Morton Law LLP and Dorsey & Whitney LLP acted as legal advisor to Golden Queen. Blake, Cassels & Graydon LLP acted as legal advisor and Ernst & Young LLP acted as valuer and fairness opinion provider to the Special Committee. Thomas M. Clay, Lavinia D. Clay, Cassius M.C. Clay, Landon H. Clay, Richard T. Clay, Jonathan Clay, James Clay, Clay Family 2009 Irrevocable Trust, LTC 2009 Irrevocable Trust, EHT, LLC, Monadnock Charitable Lead Annuity Trust, Arctic Coast Petroleums, Ltd., and 933 Milledge, LLC completed the acquisition of 50% interest in Golden Queen Mining Company, LLC from Golden Queen Mining Co. Ltd. (TSX:GQM) on May 22, 2019. The transaction was approved by shareholders including a special majority of disinterested shareholders at the Annual meeting of Golden Queen Mining Co. Ltd. held on May 13, 2019.