On January 7, 2019, Thomas M. Clay announced that he intends to engage in discussions with the 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. Thomas M. Clay stated that on January 4, 2019, he has submitted a preliminary, non-binding letter to the Company’s board of directors. Thomas M. Clay added that in the proposal letter proposed to acquire all of the outstanding equity interests of the Company held indirectly by the Company in exchange for: (1) the surrender of the notes and all indebtedness held by the Thomas M. Clay under that certain second amended and restated term loan agreement dated as of November 21, 2016, as amended, (2) the surrender of all shares of common stock and warrants and options to acquire shares of common stock beneficially held by the Thomas M. Clay, (3) a cash payment, and (4) other good and valuable consideration.