SEC Form 4 · accession 0001454170-18-000003

GOLDEN QUEEN MINING CO LTD · GQM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1In November 2017, Golden Queen Mining Co. Ltd (the "Issuer") announced the commencement of a pro rata offering (the "Rights Offering") of transferable rights (the "Rights") to holders of the Issuer's common shares, as of the record date of December 1, 2017 ("Record Date Shareholder"), entitling the holders of such rights to subscribe for up to an aggregate of 188,952,761 of the Issuer's common shares. Record Date Shareholders received one Right for each outstanding common share held on the record date. The Rights entitled their holders to purchase 1.7 new common shares for every Right held. The subscription price per common share was $0.1325 (the "basic subscription privilege"). (see footnote 2)
• F2The Rights Offering also included an oversubscription privilege, which entitled holders who fully exercised their basic subscription privilege the right to purchase, at a price of $0.1325 per common share, additional common shares of the Issuer, subject to availability and pro rata allocation of shares among Record Date Shareholders exercising such oversubscription privilege. The Rights were exercisable until February 20, 2018 at 5:00 p.m. Toronto time. Following the conclusion of the Rights Offering, the common shares that were not purchased by other Record Date Shareholders were allocated pro rata among Rights holders exercising their oversubscription privilege based on the number of common shares of the Issuer each of those Rights holders owned on the record date.
• F3Represents 3,070,878 common shares of the Issuer acquired upon the exercise of the basic subscription privilege and 1,780,238 common shares of the Issuer acquired upon the exercise of the oversubscription privilege.
• F4Represents 44,393 common shares of the Issuer acquired upon the exercise of the basic subscription privilege and 177,575 common shares of the Issuer acquired upon the exercise of the oversubscription privilege.
• F5Represents common shares of the Issuer held by LTC Corporation ("LTC Corp"). The Estate of Landon Thomas Clay (the "Estate") owns all of the equity interests of LTC Corp. Mr. Landon Thomas Clay died in July 2017 and was the Reporting Person's father. The Reporting Person is the trustee of the Estate and the president of LTC Corp. The Reporting Person disclaims beneficial ownership of the shares of common stock of the Issuer held by LTC Corp.
• F6Represents 2,285,257 common shares of the Issuer acquired upon the exercise of the basic subscription privilege and 3,402,229 common shares of the Issuer acquired upon the exercise of the oversubscription privilege.
• F7Represents shares of common stock of the Issuer held by the Monadnock Charitable Lead Annuity Trust dated May 31, 1996 ("Monadnock"). East Hill Management Company, LLC ("East Hill") provides investment advisory services to Monadnock. The Reporting Person is the sole manager of East Hill. Also, Mr. Landon Thomas Clay was the donor of the assets to Monadnock, and the Reporting Person has a remainder beneficial interest in the assets held by Monadnock. The Reporting Person disclaims beneficial ownership of the shares of common stock of the Issuer held by Monadnock except to the extent of the Reporting Person's proportionate pecuniary interest therein.
• F8Represents common shares of the Issuer held by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). The Reporting Person is a trustee of the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "2009 Trust"), which owns 50% of the equity interests of Arctic Coast. Mr. Landon Thomas Clay was the donor of the portion of Arctic Coast held by the 2009 Trust. The Reporting Person is a director of Arctic Coast. The Reporting Person disclaims beneficial ownership of 50% of the shares of Common Stock held by Arctic Coast.