UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: July 18, 2016

(Date of earliest event reported)

Golden Queen Mining Co. Ltd.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-21777

#2300 – 1066 West Hastings Street, Vancouver, British Columbia, Canada, V6E 3X2

(Address of principal executive offices, including zip code)

(778) 373-1557

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement

On July 18, 2016, Golden Queen Mining Co. Ltd. (the “Registrant”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between the Registrant and Cormark Securities Inc. (“Cormark”) as the sole bookrunning manager for a syndicate of underwriters including M Partners Inc. (collectively, the “Underwriters”). The Underwriting Agreement relates to the offer and sale in the United States and Canada of up to 9,670,000 units (the “Units”) of the Company at a public offering price of C$1.45 per Unit, each Unit consisting of one common share of the Company and 0.50 of a warrant to purchase a common share at an exercise price of C$2.00 per common share. The offering is registered under the Registrant’s shelf registration statement on Form S-3 (Registration No. 333-211141), including a base prospectus dated May 16, 2016, as supplemented by a prospectus supplement dated July18, 2016. The offering is being made concurrently in Canada pursuant to a Canadian Prospectus and Prospectus Supplement filed with the securities commissions or similar regulatory authorities in the provinces of British Columbia, Alberta and Ontario for the purpose of qualifying the Units for sale.

The Underwriting Agreement contains customary representations, warranties and covenants by the Registrant, conditions to closing and indemnification provisions.

The Underwriting Agreement provides that the Company will pay the Underwriters cash compensation in amount equal to 6% of the aggregate gross proceeds of the offering (4% for Units purchased pursuant to a President’s List for up to C$4,000,000) and warrants equal to 6% of the number of common shares issued in the offering (4% for common shares issued pursuant to the President’s List), exercisable in the same terms as warrants issued in the offering.

The above description of the material terms of the Underwriting Agreement is qualified in its entirety by the full terms and conditions of the Underwriting Agreement, attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On July 18, 2016, the Registrant issued a press release entitled “Golden Queen Files Final Prospectus Supplement and Enters into Underwriting Agreement.” A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.1 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the United States Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

* The foregoing Exhibits are hereby incorporated by reference into the Registrant’s Registration Statement on Form S-3 (File No. 333-211141), filed with the SEC on May 4, 2016, as declared effective on May 13, 2016, pursuant to the United States Securities Act of 1933, as amended.

** The exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.