Filing Details
- Accession Number:
- 0001104659-19-031818
- Form Type:
- 13D Filing
- Publication Date:
- 2019-05-24 16:47:59
- Filed By:
- Clay Thomas Moragne
- Company:
- Golden Queen Mining Co Ltd (OTCMKTS:GQM)
- Filing Date:
- 2019-05-24
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Thomas M. Clay | 0 | 0 | 0 | 0 | 0.0% | |
Estate of Landon Thomas Clay | 0 | 0 | 0 | 0 | 0.0% | |
Brian James, solely in his capacity as trustee of the Monadnock Charitable Annuity Lead Trust dated May 31, 1996, the Landon T. Clay | 0 | 0 | 0 | 0 | 0.0% | |
Lavinia D. Clay | 0 | 0 | 0 | 0 | 0.0% | |
Cassius M. C. Clay | 0 | 0 | 0 | 0 | Less than 0.0% | |
Landon H. Clay | 0 | 0 | 0 | 0 | 0.0% | |
Richard T. Clay | 0 | 0 | 0 | 0 | 0.0% | |
Monadnock Charitable Annuity Lead Trust dated May 31, 1996 | 0 | 0 | 0 | 0 | 0.0% | |
Arctic Coast Petroleums Ltd | 0 | 0 | 0 | 0 | 0.0% | |
EHT | 0 | 0 | 0 | 0 | 0.0% | |
Jonathan Clay | 0 | 0 | 0 | 0 | 0.0% | |
933 Milledge | 0 | 0 | 0 | 0 | 0.0% | |
James Clay | 0 | 0 | 0 | 0 | 0.0% | |
Landon T. Clay | 0 | 0 | 0 | 0 | 0.0% | |
Clay Family | 0 | 0 | 0 | 0 | 0.0% |
| SECURITIES AND EXCHANGE COMMISSION |
|
| Washington, D.C. 20549 |
|
|
|
|
| SCHEDULE 13D/A |
|
| (Rule 13d-101) |
|
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 34 Exit Filing)*
Golden Queen Mining Co. Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
38115J100
(CUSIP Number)
Thomas M. Clay
1905 15th Street, #2370
Boulder, CO 80302
United States of America
(603) 371-9032
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 19 Pages)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 2 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 3 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 4 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 5 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 6 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 7 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 8 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 9 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 10 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 11 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 12 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 13 of 19 Pages | |||||
| |||||||
| 1 | Names of Reporting Person | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
|
| (a) | x | ||||
|
| (b) | o | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Source of Funds (See Instructions) | |||||
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
| |||||||
| 6 | Citizenship or Place of Organization | |||||
| |||||||
Number of | 7 | Sole Voting Power | |||||
| |||||||
8 | Shared Voting Power | ||||||
| |||||||
9 | Sole Dispositive Power | ||||||
| |||||||
10 | Shared Dispositive Power | ||||||
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person | |||||
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
| 14 | Type of Reporting Person (See Instructions) | |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 14 of 19 Pages | ||||||
|
| |||||||
| 1 | Names of Reporting Person |
| |||||
|
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| |||||
|
| (a) | x |
| ||||
|
| (b) | o |
| ||||
|
| |||||||
| 3 | SEC Use Only |
| |||||
|
| |||||||
| 4 | Source of Funds (See Instructions) |
| |||||
|
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |||||
|
| |||||||
| 6 | Citizenship or Place of Organization |
| |||||
|
| |||||||
Number of | 7 | Sole Voting Power |
| |||||
|
| |||||||
8 | Shared Voting Power |
| ||||||
|
| |||||||
9 | Sole Dispositive Power |
| ||||||
|
| |||||||
10 | Shared Dispositive Power |
| ||||||
|
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person |
| |||||
|
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
| |||||
|
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) |
| |||||
|
| |||||||
| 14 | Type of Reporting Person (See Instructions) |
| |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 15 of 19 Pages | ||||||
|
| |||||||
| 1 | Names of Reporting Person |
| |||||
|
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| |||||
|
| (a) | x |
| ||||
|
| (b) | o |
| ||||
|
| |||||||
| 3 | SEC Use Only |
| |||||
|
| |||||||
| 4 | Source of Funds (See Instructions) |
| |||||
|
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |||||
|
| |||||||
| 6 | Citizenship or Place of Organization |
| |||||
|
| |||||||
Number of | 7 | Sole Voting Power |
| |||||
|
| |||||||
8 | Shared Voting Power |
| ||||||
|
| |||||||
9 | Sole Dispositive Power |
| ||||||
|
| |||||||
10 | Shared Dispositive Power |
| ||||||
|
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person |
| |||||
|
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
| |||||
|
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) |
| |||||
|
| |||||||
| 14 | Type of Reporting Person (See Instructions) |
| |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 16 of 19 Pages | ||||||
|
| |||||||
| 1 | Names of Reporting Person |
| |||||
|
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| |||||
|
| (a) | x |
| ||||
|
| (b) | o |
| ||||
|
| |||||||
| 3 | SEC Use Only |
| |||||
|
| |||||||
| 4 | Source of Funds (See Instructions) |
| |||||
|
| |||||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |||||
|
| |||||||
| 6 | Citizenship or Place of Organization |
| |||||
|
| |||||||
Number of | 7 | Sole Voting Power |
| |||||
|
| |||||||
8 | Shared Voting Power |
| ||||||
|
| |||||||
9 | Sole Dispositive Power |
| ||||||
|
| |||||||
10 | Shared Dispositive Power |
| ||||||
|
| |||||||
| 11 | Aggregate Amount Beneficially Owned by Reporting Person |
| |||||
|
| |||||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
| |||||
|
| |||||||
| 13 | Percent of Class Represented by Amount in Row (11) |
| |||||
|
| |||||||
| 14 | Type of Reporting Person (See Instructions) |
| |||||
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 17 of 19 Pages |
This Amendment No. 34 to Schedule 13D (this Amendment) is being filed by the undersigned to amend and restate the disclosures contained in the Schedule 13D originally filed on June 2, 2006 by Mr. Landon T. Clay, as subsequently amended by a Schedule 13D/A filed on February 2, 2010 by Mr. Landon T. Clay and Mr. Thomas M. Clay, as amended by those certain Schedules 13D/A filed on April 16, 2010, June 16, 2010, February 10, 2011, April 12, 2011, October 14, 2011, and February 9, 2012, as amended by a Schedule 13D/A filed on April 25, 2012 by Mr. Landon T. Clay, Mr. Thomas M. Clay and the Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009 (the LTC Trust), as amended by those certain Schedules 13D/A filed on July 16, 2012, October 26, 2012, February 21, 2013, March 27, 2013, May 2, 2013, July 30, 2013, July 31, 2013, December 10, 2013, March 26, 2014, June 18, 2014, July 25, 2014, January 15, 2015, and August 13, 2015, as amended by a Schedule 13D/A filed on December 31, 2015 by Mr. Landon T. Clay, Mr. Thomas M. Clay, the LTC Trust and Mr. Brian James, as amended by a Schedule 13D/A filed on January 27, 2016 by Mr. Landon T. Clay, Mr. Thomas M. Clay, the LTC Trust, Mr. Brian James and the Landon T. Clay 2016-2 Annuity Trust u/a dated January 14, 2016 (the 2016-2 GRAT), as amended by a Schedule 13D/A filed on August 4, 2016, as amended by a Schedule 13D/A filed on December 2, 2016 by Mr. Landon T. Clay, Mr. Thomas M. Clay, the LTC Trust, Mr. Brian James, the 2016-2 GRAT and Mr. Richard T. Clay, as amended by a Schedule 13D/A filed on February 3, 2017, as amended by a Schedule 13D/A filed on January 5, 2018 by Mr. Thomas M. Clay, the Estate of Landon Thomas Clay (the Estate), the LTC Trust, Mr. Brian James, and the 2016-2 GRAT, as amended by a Schedule 13D/A filed on February 8, 2018, as amended by a Schedule 13D/A filed on March 8, 2018 by Mr. Thomas M. Clay, the Estate, the LTC Trust and Mr. Brian James, as amended by a Schedule 13D/A filed on July 26, 2018 by Mr. Thomas M. Clay, the Estate and Mr. Brian James, as amended by a Schedule 13D/A filed on January 7, 2019 by the parties thereto, as amended by a Schedule 13D/A filed on February 5, 2019 by the undersigned and as amended by a Schedule 13D/A filed on February 11, 2019 by the undersigned (as so amended, the Schedule 13D). The undersigned are hereinafter referred to as the Reporting Persons.
This Amendment is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 1. | Security and Issuer. |
This Amendment relates to the common stock (Common Stock) of Golden Queen Mining Co. Ltd. (the Company). The principal executive office of the Company is 6411 Imperial Ave., West Vancouver, BC V7W 2J5. |
Item 2. | Identity and Background. |
There have been no material changes to the information previously reported under Item 2 in the Schedule 13D with respect to the Reporting Persons. |
Item 3. | Source and Amount of Funds or Other Consideration. |
The Reporting Persons no longer may be deemed to beneficially own any shares of Common Stock. |
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 18 of 19 Pages |
Item 4. | Purpose of Transaction. |
Item 4. Purpose of Transaction of the Schedule 13D is hereby amended by adding the following after the last paragraph thereof:
As a condition to the closing of the transactions contemplated by the Purchase Agreement, as subsequently amended (as so amended, the Amended Purchase Agreement) the Reporting Persons agreed to tender to the Company for surrender and cancellation their entire holding of an aggregate of 177,701,229 shares of Common Stock (the Tendered Shares). On May 22, 2019, in connection with the closing of the transactions contemplated by the Amended Purchase Agreement, the Company accepted for surrender and cancellation the Tendered Shares. As a result of the acceptance by the Company of the Tendered Shares, the Reporting Persons no longer may be deemed to beneficially own any shares of Common Stock. |
Item 5. | Interest in Securities of the Issuer. |
Item 5. Interest in Securities of the Issuer of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) (b) As of May 22, 2019, no Reporting Person has any remaining interest in securities of the Company.
(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past 60 days is set forth in Item 4 and is incorporated herein by reference.
(e) On May 22, 2019, each Reporting Person ceased to be a beneficial owner of more than five percent of the shares of Common Stock. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer of the Schedule 13D is hereby amended by adding the following after the last paragraph thereof:
Item 4 above summarizes certain provisions of the Purchase Agreement and is incorporated herein by reference. A copy of the Purchase Agreement is attached to this Amendment as Exhibit 21, and is incorporated by reference herein. |
SCHEDULE 13D
CUSIP No. 38115J100 |
| Page 19 of 19 Pages |
Item 7. | Material to be Filed as Exhibits |
Exhibit 1 |
| Joint Filing Agreement, dated as of January 7, 2019, among the Estate of Landon Thomas Clay, Thomas M. Clay, Brian James, solely in his capacity as trustee of the Monadnock Charitable Annuity Lead Trust dated May 31, 1996, the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009 and the LTC Trust, Lavinia D. Clay, Cassius M. C. Clay, Landon H. Clay, Richard T. Clay, Jonathan Clay, James Clay, the Monadnock Charitable Annuity Lead Trust dated May 31, 1996, the Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009, the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009, Arctic Coast Petroleums Ltd., EHT, LLC and 933 Milledge, LLC.* |
|
|
|
Exhibit 2 |
| Registration Rights Agreement, dated as of June 8, 2014 (Incorporated by reference to the Companys Current Report on Form 8-K filed on June 12, 2014). |
|
|
|
Exhibit 3 |
| Amended and Restated Registration Rights Agreement, dated as of June 8, 2015 (Incorporated by reference to the Companys Current Report on Form 8-K filed on June 9, 2015). |
|
|
|
Exhibit 4 |
| Letter to the Board of Directors of the Company, dated January 4, 2019.* |
|
|
|
Exhibit 5 |
| Press Release, dated January 7, 2019.* |
|
|
|
Exhibit 6 |
| Amended and Restated Sharing and Consent Agreement, dated as of February 11, 2019, among the Estate of Landon Thomas Clay, Thomas M. Clay, Brian James, solely in his capacity as trustee of the Monadnock Charitable Annuity Lead Trust dated May 31, 1996, the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009 and the LTC Trust, Lavinia D. Clay, Cassius M. C. Clay, Landon H. Clay, Richard T. Clay, Jonathan Clay, James Clay, the Monadnock Charitable Annuity Lead Trust dated May 31, 1996, the Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009, the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009, Arctic Coast Petroleums Ltd., EHT, LLC and 933 Milledge, LLC.*** |
|
|
|
Exhibit 7 |
| Power of Attorney of Lavinia D. Clay.* |
|
|
|
Exhibit 8 |
| Power of Attorney of Cassius M. C. Clay.* |
|
|
|
Exhibit 9 |
| Power of Attorney of Landon H. Clay.* |
|
|
|
Exhibit 10 |
| Power of Attorney of Richard T. Clay.* |
|
|
|
Exhibit 11 |
| Power of Attorney of Jonathan Clay.* |
|
|
|
Exhibit 12 |
| Power of Attorney of James Clay.* |
|
|
|
Exhibit 13 |
| Power of Attorney of Estate of Landon Thomas Clay.* |
|
|
|
Exhibit 14 |
| Power of Attorney of Monadnock Charitable Annuity Lead Trust dated May 31, 1996.* |
|
|
|
Exhibit 15 |
| Power of Attorney of Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009.* |
|
|
|
Exhibit 16 |
| Power of Attorney of Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009.* |
|
|
|
Exhibit 17 |
| Power of Attorney of Arctic Coast Petroleums Ltd.* |
|
|
|
Exhibit 18 |
| Power of Attorney of EHT, LLC.* |
|
|
|
Exhibit 19 |
| Power of Attorney of 933 Milledge, LLC.* |
|
|
|
Exhibit 20 |
| Letter to Thomas M. Clay, authorized representative of the Reporting Persons, dated February 5, 2019.** |
|
|
|
Exhibit 21 |
| Agreement for the Purchase of Shares of Golden Queen Mining Holdings, Inc., dated February 7, 2019, among the Company, the Estate of Landon Thomas Clay, Thomas M. Clay, Lavinia D. Clay, Cassius M. C. Clay, Landon H. Clay, Richard T. Clay, Jonathan Clay, James Clay, the Monadnock Charitable Annuity Lead Trust dated May 31, 1996, the Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009, the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009, Arctic Coast Petroleums Ltd., EHT, LLC and 933 Milledge, LLC.***
|
* Included as an exhibit to the Schedule 13D/A filed on January 7, 2019.
** Included as an exhibit to the Schedule 13D/A filed on February 5, 2019.
*** Included as an exhibit to the Schedule 13D/A filed on February 11, 2019.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
May 24, 2019 | ESTATE OF LANDON THOMAS CLAY | |
|
| |
| By: | /s/ Thomas M. Clay |
| Thomas M. Clay, Executor | |
|
| |
May 24, 2019 | THOMAS M. CLAY | |
|
| |
| By | /s/ Thomas M. Clay |
| Thomas M. Clay, individually | |
|
| |
May 24, 2019 | LAVINIA D. CLAY | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from Lavinia D. Clay | |
|
| |
May 24, 2019 | CASSIUS M. C. CLAY | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from Cassius M. C. Clay | |
|
| |
May 24, 2019 | LANDON H. CLAY | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from Landon H. Clay | |
|
| |
May 24, 2019 | RICHARD T. CLAY | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from Richard T. Clay | |
|
| |
May 24, 2019 | JONATHAN CLAY | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from Jonathan Clay | |
|
| |
May 24, 2019 | JAMES CLAY | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from James Clay |
May 24, 2019 | MONADNOCK CHARITABLE ANNUITY LEAD TRUST DATED MAY 31, 1996 | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from the Monadnock Charitable Annuity Lead Trust dated May 31, 1996 | |
|
| |
May 24, 2019 | LANDON T. CLAY 2009 IRREVOCABLE TRUST U/A DATED MARCH 6, 2009 | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from the Landon T. Clay 2009 Irrevocable Trust u/a dated March 6, 2009 | |
|
| |
| By | /s/ Thomas M. Clay |
| Thomas M. Clay, Trustee | |
|
| |
May 24, 2019 | CLAY FAMILY 2009 IRREVOCABLE TRUST U/A DATED APRIL 14, 2009 | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from the Clay Family 2009 Irrevocable Trust u/a dated April 14, 2009 | |
|
| |
| By | /s/ Thomas M. Clay |
| Thomas M. Clay, Trustee | |
|
| |
May 24, 2019 | ARCTIC COAST PETROLEUMS LTD. | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from Arctic Coast Petroleums Ltd. | |
|
| |
May 24, 2019 | EHT, LLC | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from EHT, LLC | |
|
| |
May 24, 2019 | 933 MILLEDGE, LLC | |
|
| |
| By | /s/ Thomas M. Clay |
| under Power of Attorney dated January 7, 2019, from 933 Milledge, LLC |