Related Party Transactions Disclosure [Text Block] | 14. Related Party Transactions Except as noted elsewhere in these consolidated financial statements, related party transactions are disclosed as follows: (i) Compensation of Key Management Personnel, Transactions with Related Parties and Related Party Balances For the year ended December 31, 2018, the Company recognized $547 (2017 – $ 653 As at December 31, 2018, $nil (December 31, 2017 – $ 38 As at December 31, 2018, $nil (December 31, 2017 – $ 463 (ii) Note Payable On November 18, 2016, the Company entered into a loan with the Clay Group for $31,000 (the “November 2016 Loan”), due on May 21, 2019 with an annual interest rate of 8%, payable quarterly. In connection with the November 2016 Loan the Company issued 8,000,000 common share purchase warrants exercisable for a period of five years expiring November 21, 2021. See Note 8. On November 10, 2017, the Company and the Clay Group agreed to amend the November 2016 Loan by reducing the 2018 quarterly and 2019 Q1 principal payments from $2,500 to $1,000, adding the reduction of such payments pro-rata to the remaining 2019 payments, and increasing the annual interest rate from 8% to 10% effective January 1, 2018 (the “November 2017 Loan”). This amendment was accounted for as a debt modification. On December 27, 2018, the Company and the Clay Group agreed to amend the November 2017 Loan, extending the due date of $1,000 of principal as well as interest from the original due date of January 1, 2019 to February 1, 2019. An extension fee of $125 was added to the principal amount owing under the November 2017 Loan. This amendment was accounted for as a debt modification. Subsequent to December 31, 2018, the due date was extended to February 8, 2019 and then subsequently extended until completion of the binding share purchase agreement (Note 18), The following table summarizes activity on the notes payable: December 31, 2018 December 31, 2017 Balance, beginning of the year $ 30,099 $ 26,347 Interest payable transferred to principal balance - 2,212 Accretion of discount on loans 2,040 1,940 Capitalized financing and legal fees (125 ) (400 ) Extension fee added to principal 125 - Accretion of capitalized financing and legal fees 262 - Repayment of loans and interest (7,711 ) - Balance, end of the year $ 24,690 $ 30,099 Current portion $ 24,690 $ 7,712 Non-current portion $ - $ 22,387 (iii) Amortization of Discounts and Interest Expense The following table summarizes the amortization of discount and interest on loans: Year Ended December 31, Year Ended December 31, 2018 2017 Accretion of the November 2017 Loan discount $ 2,040 $ 1,940 Accretion of capitalized financing and legal fees 262 - Interest expense related to the November 2017 Loan 2,820 2,580 Closing and commitment fees related to the 2017 Credit Facility 40 90 Interest expense related to Komatsu financial loans (1) 763 607 Accretion of discount and interest on loan $ 5,925 $ 5,217 (1) 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. (iv) Joint Venture Transaction 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 provide 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 interest will (ultimately) be terminated through one of 3 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 at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Assets, GQM LLC $ 171,334 $ 149,095 Liabilities, GQM LLC (29,904 ) (28,024 ) Net assets, GQM LLC $ 141,430 $ 121,071 Included in the assets above, is $4,149 (December 31, 2017 – $ 2,606 The liabilities of GQM LLC do not have recourse to the general credit of Golden Queen except for $349 for a mining drill loan and $4,921 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 December 31, Year Ended December 31, 2018 2017 Net and comprehensive income (loss) in GQM LLC $ 360 $ (10,022 ) Non-controlling interest percentage 50 % 50 % Net and comprehensive income (loss) attributable to non-controlling interest $ 180 $ (5,010 ) Net and comprehensive income (loss) attributable to permanent non-controlling interest $ 108 $ (3,006 ) Net and comprehensive income (loss) attributable to temporary non-controlling interest $ 72 $ (2,004 ) Permanent Non-Controlling Interest Temporary Non-Controlling Interest Carrying value of non-controlling interest, December 31, 2016 $ 39,327 $ 26,220 Net and comprehensive loss for the year (3,006 ) (2,006 ) Carrying value of non-controlling interest, December 31, 2017 $ 36,321 $ 24,214 Capital contribution 10,000 - Net and comprehensive loss for the year 108 72 Carrying value of non-controlling interest, December 31, 2018 $ 46,429 $ 24,286 (v) Credit Facilities On May 23, 2017, GQM LLC entered into a $5,000 one-year revolving credit agreement (the “2017 Credit Facility”) in which Gauss Holdings LLC and Auvergne, LLC agreed to extend credit in the form of loans to GQM LLC. The 2017 Credit Facility commenced on July 1, 2017, bore interest at a rate of 12% per annum and was subject to a commitment fee of 1% per annum. For the year ended December 31, 2018, GQM LLC paid commitment fees of $40 (2017 – $ 90 On October 12, 2018, GQM LLC entered into an agreement with Gauss Holdings LLC and Auvergne LLC (the “Lenders”) where by the Lenders are providing GQM LLC a revolving credit loan facility (the “2018 Credit Facility”) in the amount of $20 million. The 2018 Credit Facility bears interest at a rate of 8% per annum and in addition, is subject to a commitment fee of 1% per annum on available loan balance. As per terms of the agreement, GQM LLC accrued commitment fees of $45 for the year ended December 31, 2018. The loan matures March 31, 2020. As at December 31, 2018, GQM LLC had drawn $5,000 from the 2018 Credit Facility and accrued interest of $121. Subsequent to the period end GQM LLC drew an additional $5,000 from the 2018 Credit Facility (Note 18). In connection with the 2018 Credit Facility, the Lenders were issued 21,486 warrants (the “GQM LLC Warrants”), with each warrant entitling the holder to purchase a unit of GQM LLC for a period of five (5) years at an exercise price of $475.384 per unit. The warrants are classified as a derivative liability due to a clause in the warrant agreement that offers the warrant holders price protection. The fair value of the derivative liabilities (Note 8) related to the warrants as at December 31, 2018 was $3,314 (December 31, 2017 - $nil). The value of the warrants at inception was recognized as a deferred financing cost on the balance sheet. The derivative liability was calculated using the Black-Scholes pricing valuation model. The GQM LLC Warrants represent a fully-diluted 7.5% interest in the equity of GQM LLC. If the GQM LLC warrants are exercised, the Company’s interest in GQM LLC will be diluted to 46.25%. The Company’s current interest in GQM LLC is 50%. The 2018 Credit Facility is secured by a pledge of the Company’s equity interest in GQM LLC. |