Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions Except as noted elsewhere in these consolidated financial statements, related party transactions are disclosed as follows: (i) Management Agreement The Company hired current board member, Thomas M. Clay, to take over the position of Chief Executive Officer with a yearly salary of $100,000. No consulting agreement or management agreement has been signed at this time. (ii) Notes Payable On January 1, 2014, the Company entered into an agreement to secure a $10.0 million loan (the “January 2014 Loan”) provided by members of the Clay family, who are shareholders of the Company, with twelve-month term and an annual interest rate of 5%, payable on the maturity date. Because the January 2014 Loan remained outstanding for more than 183 days, an additional 5% charge was applicable. $7.5 million of principal balance of the loan, $0.4 million of accrued interest, and an additional charge of $0.4 million were paid on December 31, 2014. The $2.5 million remaining balance of the loan, accrued interest of $0.1 million and an additional charge of $0.1 million, were paid on January 5, 2015. On December 31, 2014, the Company also entered into a new loan (the “December 2014 Loan”) with the same parties for $12.5 million, due on July 1, 2015 and bore an annual interest rate of 10%. The loan was 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 financing fee to secure the loan in the amount of $1.0 million, of which, $0.8 million was paid on December 31, 2014 and the remaining $0.3 million was paid on January 5, 2015. On June 8, 2015, the Company amended the December 2014 Loan to extend the maturity to December 8, 2016 and increased the principal amount from $12.5 million to $37.5 million (the “June 2015 Loan”). The Company also issued to the lenders 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 2014 Loan. The Company also incurred financing fees to secure the loan in the amount of $1.5 million. The Company agreed to pay the legal fees incurred by the lenders relating to this debt instrument which amounted to $0.04 million. The total legal fees were expensed as the transaction met the definition of a debt extinguishment. On November 18, 2016, the Company repaid $12.2 million of the June 2015 Loan and accrued interest with cash on hand and the net proceeds of $10.1 million from an equity financing. The Company restructured the remaining debt with a new loan with a principal amount of $31.0 million (the “November 2016 Loan”). The new loan has a thirty-month term and an annual interest rate of 8%, payable on a quarterly basis commencing during the first quarter of 2017. Quarterly principal payments of $2.5 million commence during the first quarter of 2018, with a payment of the remaining balance at the maturity date. The first four quarterly interest payments under the November 2016 Loan can be added to the loan principal balance rather than paid in cash, at the Company’s option. In connection with the new loan the Company issued 8,000,000 common share purchase warrants exercisable for a period of five years expiring November 21, 2021. The common share purchase warrants have an exercise price of $0.85. The Company also incurred a financing fee to secure the loan in the amount of $0.9 million, all of which was paid on November 18, 2016. The table below summarizes the activity on the notes payable: December 31, 2016 December 31, 2015 December 31, 2014 Balance, beginning of the year $ 36,053 $ 13,881 $ - Interest payable transferred to principal balance 2,977 1,182 - Accretion of discount on loans 1,996 1,374 - Capitalized financing fee and legal fees (930 ) - (1,119 ) Reduction of debt upon isssuance of warrants (3,090 ) - - Repayment of loans and interest (10,659 ) (2,500 ) (7,500 ) Fair value at inception, notes payable - 33,497 22,500 Unamortized expenses - 967 - Loss on extinguishment of debt - 152 - Extinguishment of debt - (12,500 ) - Balance, end of the year $ 26,347 $ 36,053 $ 13,881 (iii) 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. On November 18, 2016, the Company issued 8,000,000 share purchase warrants to the Clay family in connection with the November 2016 Loan. The share purchase warrants are exercisable until November 18, 2021 at an exercise price of $0.85. Included in the November 2016 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 liabilities related to the share purchase warrants as at December 31, 2016 is $5.5 million (December 31, 2015 - $2.5 million). The derivative liabilities were calculated using the binomial and the Black-Scholes pricing valuation models with the following assumptions: Warrants related to June 2015 Loan 2016 2015 Risk-free interest rate 0.84% 0.73% Expected life of derivative liability 3.44 years 4.44 years Expected volatility 78.79% 72.29% Dividend rate 0.00% 0.00% Warrants related to November 2016 Loan 2016 2015 Risk-free interest rate 1.11% - Expected life of derivative liability 4.89 year - Expected volatility 77.21% - Dividend rate 0.00% - The change in the derivative share purchase warrants is as follows: December 31, 2016 December 31, 2015 Balance, beginning of the year $ 2,498 $ - Fair value at inception 3,090 4,002 Change in fair value (130 ) (1,504 ) Balance, end of the year $ 5,458 $ 2,498 (iv) Amortization of Discounts and Interest Expense The following table summarizes the amortization of discounts and interest on loans and convertible debentures: Year Ended Year Ended Year Ended 2016 2015 2014 Accretion of the June 2015 Loan discount $ 1,785 $ 1,374 $ - Interest expense related to the June 2015 Loan 3,599 2,151 - Accretion of the Nov 2016 Loan discount 210 - - Interest expense related to the Nov 2016 Loan 296 - - *Interest expense related to Komatsu financial loans 603 282 3 Interest expense related to the convertible debentures - 95 181 Amortization of the convertible debentures - 1,853 - Interest expense related to the January 2014 Loan 1,000 Interest expense related to the December 2014 Loan - 548 - Interest on Gauss advance 210 Accretion of debt discount on the convertible debentures - - 2,511 Accretion of the december 2014 loan financing fees - 967 - Accretion of discount and interest on loan and convertible debentures $ 6,493 $ 7,270 $ 3,905 The Company’s loans were contracted to fund significant development costs. The Company capitalizes a portion of the interest expense as it related to funds borrowed to complete development activities at the Project site. Year Ended Year Ended Year Ended 2016 2015 2014 Accretion of discounts and interest on loan, advance and convertible debenture* $ 6,493 $ 7,270 $ 3,905 Less: Interest costs capitalized** (1,005 ) (2,763 ) (2,412 ) Interest expense $ 5,488 $ 4,507 $ 1,493 *Komatsu is not a related party and has only been included in the above table to reconcile the total interest expense incurred for the period to the amounts capitalized and expensed. **Interest capitalization ended on March 31, 2016 because the mine went into production on April 1, 2016. (v) 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. GQM 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). Pursuant to the transaction, Leucadia was paid a transaction fee of $2.0 million and $0.3 million was paid to Auvergne through GQM LLC in 2014. The Company has adopted an accounting policy of expensing these transaction costs. 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 Company has presented Gauss’ ownership in GQM LLC as a non-controlling interest amount on the balance sheet within the equity section. However, there are terms in the agreement that provides for the exit from the investment in GQM LLC for an initial member whose interest in GQM LLC becomes less than 20%. 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: a. Through conversion to a net smelter royalty (“NSR”); 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 The net assets of GQM LLC as of December 31, 2016, and December 31, 2015 are as follows: December 31, 2016 December 31, 2015 Assets, GQM LLC $ 151,802 $ 158,210 Liabilities, GQM LLC (20,710 ) (22,591 ) Net assets, GQM LLC $ 131,092 $ 135,619 Included in the assets above, is $11.1 million (December 31, 2015 - $31.5 million) in cash held as at December 31, 2016. The cash in GQM LLC is directed specifically to fund capital expenditures required to continue with production and settle GQM LLC’s obligations. The liabilities of GQM LLC do not have recourse to the general credit of the primary beneficiary except for two mining drill loans and $3.0 million in surety bond agreements. Non-Controlling Interest The carrying value of the non-controlling interest is 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. Year Ended Year Ended Year Ended 2016 2015 2014 Net and comprehensive loss in GQM LLC $ (4,526 ) $ (3,550 ) $ (2,805 ) Non-controlling interest percentage 50 % 50 % 50 % Net and comprehensive loss attributable to non-controlling interest $ (2,263 ) $ (1,775 ) $ (1,403 ) Net and comprehensive loss attributable to permanent non-controlling interest $ (1,359 ) $ (1,065 ) $ (842 ) Net and comprehensive loss attributable to temporary non-controlling interest $ (904 ) $ (710 ) $ (561 ) Permanent Non- Temporary Non- Carrying value of non-controlling interest, December 31, 2015 $ 40,686 $ 27,124 Net and comprehensive loss for the year (1,359 ) (904 ) Carrying value of non-controlling interest, December 31, 2016 $ 39,327 $ 26,220 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 gain on dilution with the book value of the investment in GQM LLC increasing as well. 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 APIC based on guidance provided in ASC 810-10-55-4D and -4E. The deferred tax liability resulted from the increase in the book value over tax value of the investment in GQM LLC. Capital Contribution Agreement Pursuant to the Joint Venture Transaction, GQM 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. Both partners maintain their 50% ownership of the Project. Standby Commitment In 2014, Golden Queen also entered into a backstop guarantee agreement with Gauss (the “Backstop Agreement”) whereby, if the Company conducts a rights offering, Gauss has agreed to purchase, upon the terms set forth in the Backstop Agreement, any common shares which have 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 $2.3 million, of which $0.7 million 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 has decided not to proceed with a rights offering, and as a result the standby commitment has expired. |