Related Party Transactions Disclosure [Text Block] | 8. Related Party Transactions Except as noted elsewhere in these consolidated financial statements, related party transactions are disclosed as follows: (i) Consulting Fees For the three and nine months ended September 30, 2015, the Company paid $Nil and $201,312 (Three and nine months ended September 30, 2014 - $42,417 and $126,476) to Mr. H. Lutz Klingmann for services as President of the Company of which $Nil (December 31, 2014 - $Nil; September 30, 2014 - $13,811) is payable as at September 30, 2015. Included in the consulting fees for the three and nine During the three and nine months ended September 30, 2015, the Company paid a total of $44,732 and $81,584 (2014 - $11,640 and $35,079, respectively) for regular director fees to the three independent directors and Thomas M. Clay. (ii) Convertible Debentures On July 26, 2013, the Company entered into agreements to issue convertible debentures for aggregate proceeds of C$10,000,000 ($9,710,603), from a significant shareholder group. The convertible debentures are unsecured and bear interest at 2% per annum, calculated on the outstanding principal balance, payable annually. The principal amounts of the notes are convertible into shares of the Company at a price of C$1.03 per share for a period of two years. If the notes have not been converted by the holder prior to the maturity date, then the Company may convert them at the lower of C$1.03 or the market price as at the maturity date. The market price on the maturity date will be determined based on the volume- weighted average price of the shares traded on the Toronto Stock Exchange for the five trading days preceding the maturity date. A total of C$7,500,000 of the offering was subscribed for by an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $10,049. The conversion feature of the convertible debentures meets the definition of a derivative liability instrument because the conversion feature is denominated in a currency other than the Company’s functional currency as well as the fact the exercise price is not a fixed price as described above. Therefore, the conversion feature does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15. As a result, the conversion feature of the notes is required to be recorded as a derivative liability recorded at fair value and marked-to-market each period with the changes in fair value each period being charged or credited to income or loss. The Company elected to repay the convertible debenture rather than convert into common shares in the Company. The convertible debenture were repaid in full on July 24, 2015. The fair value of the derivative liability related to the conversion feature as at September 30, 2015 is $Nil (December 31, 2014 - $1,829,770). The derivative liability was calculated using an acceptable option pricing valuation model with the following assumptions: 2015 2014 Risk-free interest rate 0.49% - 0.50% 1.00% - 1.09% Expected life of derivative liability 0.07 - 0.32 years 0.57 - 1.32 years Expected volatility 49.36% - 77.00% 73.03% - 98.21% Dividend rate 0.00% 0.00% The changes in the derivative liability related to the conversion feature are as follows: September 30, 2015 December 31, 2014 Balance, beginning of the period $ 1,829,770 $ 2,833,987 Change in fair value of derivative liability including foreign exchange (1,829,770 ) (1,004,217 ) Balance, end of the period $ - $ 1,829,770 The change in the convertible debentures is as follows: September 30, 2015 December 31, 2014 Balance, beginning of the period $ 6,649,967 $ 4,642,620 Discounted convertible debentures - - Amortization of discount 1,852,754 2,510,611 Foreign exchange (827,721 ) (503,264 ) Repayment of the convertible debenture (7,675,000 ) - Balance, end of the period $ - $ 6,649,967 During the three and nine months ended September 30, 2015, in addition to the amortization of the discount on the convertible debenture, the Company incurred interest expense of $14,321 and $94,907, respectively (Three and nine months ended September 30, 2014 - $45,543 and $137,059, respectively) based on the 2% per annum stated interest rate for a total amortization of discount and interest expense of $276,524 and $1,947,661 for the three and nine months ended September 30, 2015 (Three and nine months ended September 30, 2014 - $711,220 and $1,196,353, respectively). Interest payable relating to the convertible debenture as at September 30, 2015 was $Nil (December 31, 2014 - $70,721). On July 24, 2015, the Company repaid its C$10,000,000 ($7,675,000) convertible debenture and accrued interest of C$200,000 ($153,500). (iii) Notes Payable On January 1, 2014, the Company entered into an agreement to secure a $10,000,000 loan (the “January Loan”). The January Loan was provided by members of the Clay family, who are shareholders of the Company, including $7,500,000 provided by an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. The January Loan had a twelve-month term and an annual interest rate of 5%, payable on the maturity date. The January Loan was repaid on a date that is less than 183 days before the maturity date. As a result, the Company paid the Lenders an additional charge in the amount that is equivalent to 5% of the principal amount, plus interest on the principal amount at the rate of 5% per annum accrued to the date the January Loan was repaid. The Company repaid $7,500,000 loan plus the $375,000 accrued interest and $375,000 additional charge on December 31, 2014. The remaining balance of the loan, $2,500,000, the accrued interest of $125,000 and the additional charge of $125,000, were paid on January 5, 2015. In total, the Company incurred $500,000 in interest expense and $500,000 in additional charge related to the January Loan. On December 31, 2014 the Company also entered into a new loan (the “December Loan”) with the same parties for an amount of $12,500,000. The December Loan is due on demand on July 1, 2015 and bears an annual interest rate of 10% payable at the end of each quarter. The loan is guaranteed by GQM Holdings, and secured by a pledge of the Company's interests in GQM Canada, GQM Canada’s interest in GQM Holdings and GQM Holdings' 50% interest in GQM LLC. The Company also incurred a closing fee to secure the loan in the amount of $1,000,000, of which, $750,000 was paid on December 31, 2014 and the remaining $250,000 was paid on January 5, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $90,916. The total legal fees paid for the transaction were $118,695. The Company also agreed to provide the lenders with the option for certain registration rights whereby the Company would bear the costs and responsibility of registering the lenders common shares for the purposes of disposition subsequent to July 1, 2015. The Company has determined it is unlikely the registration option would be exercised and therefore has not accrued any potential costs related to the registration of the common shares. The Company has presented these transaction costs as a contra liability as substantially all of these costs were paid to the lenders. On June 8, 2015, the Company amended the December Loan to extend the maturity to December 8, 2016 and increasing the principal amount from $12,500,000 to $37,500,000 (the “June Loan”). The Company also issued 10,000,000 common share purchase warrants exercisable for a period of five years expiring June 8, 2020. The common share purchase warrants have an exercise price of $0.95. All other terms remained the same as the December Loan. The Company also incurred a closing fee to secure the loan in the amount of $1,500,000, all of which was paid on June 8, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $46,408. The legal fees were expensed as the transaction met the definition of a debt extinguishment. The terms of the registration rights remains unchanged as does the Company’s assessment of the likelihood of the registration rights being exercised. As such, as of September 30, 2015, no accrual has been made for the potential costs related to the registration rights. September 30, 2015 December 31, 2014 Balance, beginning of the period $ 13,881,305 $ - Fair value at inception of June Loan 33,497,277 22,500,000 Repayment of loans (2,500,000 ) (7,500,000 ) Amortization of closing and legal fees 967,156 - Amortization of discount on the June Loan 743,866 Extinguishment of the December Loan (12,500,000 ) Loss on extinguishment of debt 151,539 Capitalized closing fee and legal fees - (1,118,695 ) Balance, end of the period $ 34,241,143 $ 13,881,305 During the three and nine months ended September 30, 2015, in addition to the amortization of the discount on the June Loan, the Company incurred interest expense of $937,500 and $1,166,667, respectively. For the same periods in 2014 the Company incurred interest expense of $126,027 and $867,123, respectively. Of the $867,123, $500,000 related to a finance charge. (iv) Share Purchase Warrants On June 8, 2015 the Company issued 10,000,000 share purchase warrants to the Clay family in connection with the June 2015 Loan. The share purchase warrants are exercisable until June 8, 2020 at an exercise price of $0.95. Included in the June 2015 Loan agreement was an anti-dilution provision. If the Company were to complete a financing at a share price lower than the exercise price of the share purchase warrants, the exercise price of the share purchase warrants would be adjusted to match the price at which the financing was completed. The share purchase warrants meet the definition of a derivative liability instrument as the exercise price is not a fixed price as described above. Therefore, the settlement feature does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15. The fair value of the derivative liability related to the share purchase warrants as at September 30, 2015 is $3,964,164 (December 31, 2014 - $Nil). The derivative liability was calculated using an acceptable option pricing valuation model with the following assumptions: 2015 2014 Risk-free interest rate 0.81% - 1.02% - Expected life of derivative liability 4.69 - 5 years - Expected volatility 72.29% - 74.29% - Dividend rate 0.00% - The change in the derivative share purchase warrants is as follows: September 30, 2015 December 31, 2014 Balance, beginning of the period $ - $ - Fair value at inception 4,002,723 - Change in fair value (38,559 ) - Balance, end of the period $ 3,964,164 $ - (v) Advance In July 2014, GQM Inc. entered into a $10,000,000 short-term advance agreement (the “Advance”) with Leucadia and Auvergne (collectively, the “Lenders”), with the Company as guarantor. Leucadia provided $6,500,000 of the loan and Auvergne provided $3,500,000. The Advance had an interest rate of 10.0% per annum, compounded monthly. Auvergne is an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. On closing of the Joint Venture Transaction on September 15, 2014, GQM LLC applied part of the investment of $110,000,000 to repayment of principal and accrued interest on the $10,000,000 bridge loan advanced by the Lenders in July 2014. GQM LLC paid $209,607 in interest payment, including $73,632 paid to Auvergne on the July 2014 Advance, of which $45,264 was capitalized to mineral property interests. (vi) Amortization of Discounts and Interest Expense The following table summarizes the amortization of discounts and interest on loans and convertible debentures: . Three Months Three Months Nine Months Nine Months Interest expense related to the convertible debentures $ 14,321 $ 45,543 $ 94,907 $ 137,059 Interest expense related to the January 2014 loans - 126,027 - 867,123 Interest expense related to the December 2014 loans - - 547,945 - Interest expense related to the June 2015 loans 937,500 - 1,166,667 - Interest expense related to Komatsu Financial loans 91,301 - 135,859 - Amortization of debt discount on the convertible debentures 262,203 665,676 1,852,754 1,779,294 Interest on Gauss advance - 209,607 - 209,607 Amortization of the December 2014 loan closing fees - - 967,155 - Amortization of the June 2015 loan discount 600,797 - 743,866 - Amortization of discount and interest on loan and convertible debentures $ 1,906,122 $ 1,046,853 $ 5,509,153 $ 2,993,083 The Company’s loans were contracted to fund significant development costs. The Company capitalizes a portion of the interest expense as it relates to funds borrowed to complete development activities at the Project site. Three Months Three Months Nine Months Nine Months Amortization of discounts and interest on loan, advance and convertible debenture $ 1,906,122 $ 1,046,853 $ 5,509,153 $ 2,993,083 Less: Interest costs capitalized (924,732 ) (838,727 ) (2,509,899 ) (1,829,540 ) Amortization of discounts and interest expensed $ 981,390 $ 208,126 $ 2,999,254 $ 1,163,543 (vii) Joint Venture Transaction On September 15, 2014, the Company closed the Joint Venture Transaction with Gauss resulting in both parties owning a 50% interest in the Project. Pursuant to the Joint Venture Transaction, Golden Queen converted its wholly-owned subsidiary GQM Inc., the entity developing the Project, into a California limited liability company named GQM LLC. On closing of the transaction, Gauss acquired 50% of GQM LLC by investing $110 million cash in exchange for newly issued membership units of GQM LLC. GQ Holdings, a newly incorporated subsidiary of the Company, holds the other 50% of GQM LLC. Gauss is a funding vehicle owned by entities controlled by Leucadia National Corporation (NYSE: LUK) (“Leucadia”) and certain members of the Clay family, a shareholder group which collectively owned approximately 27% of the issued and outstanding shares of Golden Queen (the “Clay Group”) at the time of the transaction. Gauss is owned 70.51% by Gauss Holdings LLC (“Gauss Holdings”, Leucadia’s investment entity) and 29.49% by Auvergne LLC (“Auvergne”, the Clay Group’s investment entity). Variable Interest Entity In accordance with ASC 810-10-30, the Company has determined that GQM LLC meets the definition of a VIE and that the Company is part of a related party group that, in its entirety, would meet the definition of a primary beneficiary. Although no individual variable interest holder individually meets the definition of a primary beneficiary in the absence of the related party group, Golden Queen has determined it is considered the member of the related party group most closely associated with GQM LLC. As a result, the Company has consolidated 100% of the accounts of GQM LLC in these consolidated financial statements, while presenting a non-controlling interest portion representing the 50% interest of Gauss in GQM LLC on its balance sheet. A portion of the non-controlling interest has been presented as temporary equity on the Company’s balance sheet representing the initial value of the non-controlling interest that could potentially be redeemable by Gauss in the future. The net assets of GQM LLC as of September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 December 31, 2014 Assets, GQM LLC $ 155,104,439 $ 118,937,371 Liabilities, GQM LLC (18,492,213 ) (4,769,144 ) Net assets, GQM LLC $ 136,612,226 $ 114,168,227 Included in the assets above, is $45,643,060 Non-Controlling Interest In accordance with ASC 810, the Company has presented Gauss’ ownership in GQM LLC as a non-controlling interest amount on the balance sheet within the equity section. However, the Amended and Restated Limited Liability Company Agreement (“LLC Agreement”) contains terms within Section 12.5 that provides for the exit from the investment in GQM LLC for an initial member whose interest in GQM LLC becomes less than 20%. The following is a summary of the terms of the clause: Pursuant to Section 12.5, if a member becomes less than a 20% interest holder, its remaining unit interest will (ultimately) be terminated through one of three events at the non-diluted member’s option within 60 days of the diluted member’s interest dropping below 20% (the “triggering event”): a. Through conversion to a net smelter royalty (“NSR”) (in which case the conversion ratio is based on a pro rata percentage, determined on a linear basis, based on the following: 0-20% membership interest translates to 0-5% NSR) obligation of GQM LLC; b. Through a buy-out (at fair value) by the non-diluted member; or c. Through a sale process by which the diluted member’s interest is sold · If such sale process does not result in a binding offer acceptable to the non-diluted member within nine months after the election by the non-diluted member, the sale process terminates and the non-diluted member has 15 days to choose between (a) and (b). If the non-diluted member does not make an election pursuant to the above within 60 days, the diluted member may choose (a) or (b) above. If no election is made by the diluted member, option (a) is deemed to have been elected. This clause in the Joint Venture Transaction constitutes contingent redeemable equity as outlined in Accounting Series Release No. 268 (“ASR 268”) and has been classified as temporary equity. On initial recognition the amount of the temporary equity is calculated using the guidance that specifies that the initial measurement of redeemable instruments should be the carrying value. The amount allocated to temporary equity and the permanent equity on initial recognition is shown below. Temporary equity represents the amount of redeemable equity within Gauss’ ownership interest in the net assets of GQM LLC. The remaining 60% of their interest is considered permanent equity as it is not redeemable. September 15, 2014 Net assets, GQM LLC before Joint Venture Transaction $ 16,973,184 Investment by Gauss 110,000,000 Net assets, GQM LLC after Joint Venture Transaction 126,973,184 Gauss’ ownership percentage 50 % Net assets of GQM LLC attributable to Gauss $ 63,486,592 Allocation of non-controlling interest between permanent equity and temporary equity: Permanent non-controlling interest (60% of total non-controlling interest) $ 38,091,955 Temporary non-controlling interest (40% of total non-controlling interest) $ 25,394,637 Subsequent to the initial transaction, the carrying value of the non-controlling interest will be adjusted for net income and loss, distributions and contributions pursuant to ASC 810-10 based on the same percentage allocation used to calculate the initial book value of temporary equity. September 30, 2015 December 31, 2014 Net and comprehensive loss in GQM LLC $ (2,556,001 ) $ (2,804,957 ) Non-controlling interest percentage 50 % 50 % Net and comprehensive loss attributable to non-controlling interest $ (1,278,001 ) $ (1,402,479 ) Net and comprehensive loss attributable to permanent non-controlling interest $ (766,801 ) $ (841,487 ) Net and comprehensive loss attributable to temporary non-controlling interest $ (511,200 ) $ (560,992 ) Permanent Non- Temporary Non- Carrying value of non-controlling interest, December 31, 2014 $ 34,250,468 $ 22,833,645 Capital contribution 7,500,000 5,000,000 Net and comprehensive loss for the period (766,801 ) (511,200 ) Carrying value of non-controlling interest , September 30, 2015 $ 40,983,667 $ 27,322,445 Permanent Non- Temporary Non- Carrying value of non-controlling interest, September 15, 2014 $ 38,091,955 $ 25,394,637 Distributions to non-controlling interest (3,000,000 ) (2,000,000 ) Net and comprehensive loss for the period (841,487 ) (560,992 ) Carrying value of non-controlling interest , December 31, 2014 $ 34,250,468 $ 22,833,645 Dilution of Interest in Subsidiary As a result of the Joint Venture Transaction, the Company’s interest in GQM LLC was diluted from 100% to 50% and ordinarily, the Company would recognize a charge on dilution. However, since the transaction was with a related party and the Company retained control, the excess has not been recognized in net income but rather has been recorded in equity as an increase to additional paid in capital based on guidance provided in ASC 810-10-55-4D and -4E. September 15, 2014 Investment by Gauss $ 110,000,000 Less: Initial carrying value of permanent equity (38,091,955 ) Initial carrying value of temporary equity (25,394,637 ) Effect of dilution of subsidiary recorded to APIC $ 46,513,408 Management Agreement GQM LLC is managed by a board of managers comprising an equal number of representatives of each of Gauss and GQ Holdings. The initial officers of GQM LLC were H. Lutz Klingmann as Chief Executive Officer, and Andrée St-Germain as Chief Financial Officer. On August 10, 2015, Robert C. Walish Jr. was appointed to replace Mr. Klingmann as Chief Executive Officer of GQM LLC. Bryan A. Coates was appointed to the GQM LLC Board of Managers as a nominee of the Company, replacing Mr. Klingmann. As long as a member of the Clay family holds greater that 25% of the Company, the Clay Group is entitled to appoint one of the Company’s representatives to the GQM LLC board of managers. Capital Contribution Agreement Pursuant to the Joint Venture Transaction, GQ Holdings’ made a single capital contribution to GQM LLC of $12.5 million on June 15, 2015. Gauss funded an amount equal to GQM Holdings’ capital contribution to GQM LLC, and the aggregate amount of $25 million is anticipated to provide GQM LLC with the necessary funds to fully develop the Project. Both partners will maintain their 50% ownership of the Project. Standby Commitment Golden Queen also entered into a backstop guarantee agreement with Gauss (the “Backstop Agreement”) whereby, if the Company conducted a rights offering, Gauss agreed to purchase, upon the terms set forth in the Backstop Agreement, any common shares which had not been acquired pursuant to the exercise of rights under the Rights Offering at a purchase price to be determined but not to exceed $1.10 per common share, up to a maximum amount of $45 million in the aggregate. In consideration for entering into the Backstop Agreement, on closing of the Joint Venture, the Company paid Leucadia and Auvergne a standby guarantee fee of $2,250,000, of which $731,250 was paid to Auvergne. The Transaction Agreement and Backstop Agreement contemplated that the Company would file a registration statement in connection with the rights offering by October 15, 2014. The Company decided not to proceed with a rights offering, and as a result the standby commitment has expired. |